                       ~HNEY        GENEKAL




Honorable Sidnes Latham
Secretary of State
Austin, Texas
Attention:   Mr. R. J. (Bob) Long
             Head of Charter Division
Dear Sir:                      Opinion No. O-5707
                               Re: Extension of the charters of
                                    the corporations under the
                                    facts stated.
       Your letter of November 10, 1943, requestingthe opinion
of this department on the questions stated therein reads in
part as follows:
       "This office approved and filed a charter
    of a corporation with an authorized capital stock
    of $40,000,00 on July 3, 1919. The charter pro-
    vided that the corporation should exist for a
    period of twenty (20) years, thereby making the
    charter expire July 3, 1939. Should this office
    approve and accept for filing as of this date an
    instrument proposing to extend the charter of
    said corporation for an additional period of
    twenty (20) gears?
      "This office approved and filed a charter of
   a corporation with an authorized capital stock
   of $lO,OOO.OO on February 1, 1893. The charter
   provided that ,thecar oration should exist for
   a period of fifty (50P years,,thereby making the
   charter exprre February 1, 1943, Should this
   offIce approve and accept for filing as of this
   date an instrument proposing to extend the charter
   of said corporation for an addit,ionalperiod of
   fifty years?
      “The amount of the filing fees are not in
   quest,Ion.
      "Both corporations have continued to pay
   franchise taxes to this department and their taxes
   are paid to May 1, 1944."
Honorable Sidney Latham, page   2          O-5707


       The corporations under consideration are private cor-
porations organized under the general laws of this State each
having the amount of capital stock mentioned and each being
organized for profit, Said corporations do not support any
literary or scientific undertaking or maintain a library or
promote painting, music, or other fine arts, The corporations
were not incorporated as benevolent, charitable, educational,
or missionary undertakings. Therefore, Article 1315, Vernon's
Annotated Civil Statutes is not applicable to said corpora-
tions. Stated another way the above mentioned corporations
are not authorized to revise their charters under the provi-
sions of said article. However, Articles 1315(a) land 1315(b)
were enacted by the 45th Legislature in 1937 and authorize all
private corporations incorporated under the general laws of
Texas to extend their charters and the corporate existence of
any such corporation for an additional period not to exceed
50 years from the expiration date of the original charter,
or any extension thereof, with all the privileges, powers,
ammunities, rights of succession by its corporate name, and
rights of property, real and personal, exercised and held by
any such corporation at the expiration date, to the same in-
tents and purposes as upon the original incorporation, provi-
ded, the extension of the charter is made at any time within
ten years prior to the expiration of its charter.
       Article 1.387,Vernon's Annotated Civil Statutes, among
other things, provides:
         "A corporation is dissolved:
       "1O By the expiration of the     time   limited   in
    its charter,


         Article 1389, Vernon's Annotated Civil Statutes, pro-
vides:
       "The existence of every corporation may be con-
    tinued for three years after its dissolution from
    whatever cause, for the purpose of enabling those
    charged with the duty, to settle up its affairs,
    In case a receiver is appointed by a court for this
    purpose, the existence of such corporation may be
    continued by the court so long as in its discretion
    it is necessary to suitably settle the affairs of
    such corporation,"
       It will be noted that Article 1315(b), supra, expressly
provides:
Honorable Sidney Latham, page 3         O-5707


       "The provisions of Article 1315(a) shall ex-
    tend to and include all private corporations in-
    corporated underthe general laws of Texas. The
    period of ten (10) years prior to the expiration
    of the charter or'an extension thereof referred
    to in Article 1315(aY shall include the period of
    time during which such corporation may have con-
    tinued its existence under the provisions of
    Article 1389 of the Revised Civil Statutes of 1925."
       It is stated in Thomason on Corporations, Volume   8,
page 599:
      "A corporation is dissolved ipso facto and its
   powers as a corporate entity ceases on the expi-
   ration of the period of the time stated in the
   charter or governing statute. It is dead in law
   and its existence as a corporation can only be
   continued thereafter by legislative action . . ."
      Generally speaking as stated In our opinion No. O-2974:
      "All corporations are, of course, creatures
   of the law and they possess just such attributes,
   rights and privileges as are provided by law and
   no more. They are creatures of law for convenience
   sakejand possess the attributes of legal entity
   as a person capable of doing the things which they
   are authorized by the charter to do and no more.
      "They therefore possess corporate life as a
   legal entity in accordance with the charter and
   the laws authorizing such charter. When, un-
   der the law, that corporate life has expired,
   there is no legal entity, for it, too, has ex-
   pired with the life of the organization or cor-
   poration."
       The charter of one of the corporations mentioned ex-
pired July 3, 1939. With reference to this corporation you
are advised that it is our opinion that your office has no au-
thority to approve and accept for filing at this date an in-
strument proposing to extend the charter of said corporation.
       The charter of the other corporation mentioned in your
letter expired February 1, 1943. If this corporation has con-
tinued its existence under the provisions of Article 1389,
Vernon's Annotated Civil Statutes, it is our opinion that your
office has the legal authority to approve and accept for filing
at this date an instrument extending the charter of said cor-
Honorable Sidney Latham, page 4          o-5707


poration. In connection with this statement it will be noted,
as heretofore stated, thatthe period of ten years prior to
the expiration of the charter or the extension thereof referred
to in Article 1315(a) shall include the period of time during
which such corporation may have continued its existence under
the provisions of Article 1389, Vernon's Annotated Civil Stat-
utes. (See the case of Tenison, et al. v. Wilson 151 S,W. (2d)
327) 9
                                  Yours very truly
                            ATTORNEY GENERAL OF TEXAS
                                  By s/Ardell Williams
                                       Ardell~~Williams
                                       Assistant
AW:ff:wc
APPROVIXINOV 26, 1943
s/Gerald C, Mann
ATTORNEY GENERAL OF TEXAS
Approved Opinion Committee By s/BWB Chairman
