              OFFICE     OF THE ATTORNEY        GENERAL      OF TEXAS
                                       AUSTIN




gooorable     Ld. 0.   ?lowora
Becretary     of State
Austin,     Texas

Dear Sir;




          We are in receipt                               f October 16, 1989, In
which you submit the followi                              thle DoperWent for an
@Qinlon 1

                                                           tar 0r a oorpora-
      t1on in the                                          erfaiament or
                                                            1389, IJubairislosl

                                                  aontlnus to accrue arter
                                                    nt for the benbflt of
                                                active except for xlnd1n.g

                                  ubdlvlsion    7, Rerfsed    Civil   Strtutoe,   19E8,

                                  ie   afosolvea
                                               :


              -9.      Whenever  a ocrporatlon ugoa proper        ltulloial
      aeoertalxmnnt        ia found ta be inaolrent.a
              13 iay3ie ve. ieybe, (T.C.k. 1920) 820 9. W. 897, p%alatlff
inrtltudsd     suit on a note erimited by Leyhc %uao C6mpary and to
foreolose     n lfen.   After the exeoutian ot the note the layaCr Piano
                                                                          54


Eon. k. G. Flowers,   Page 2


Company was adjudged a b&crupt and followlq        such odjudloetion    -de
a CornposItIon with its uneeeurea oreditors.
           It was held by the court:
           “The next propoeltlon  advanced by appellants   la to
     the effeot that nci judgment oould be taken after die-
     miaeal of two of the dlreotore   or the oorporation.    We
     are lnallned to think that this proposition    is also well


     5. it. 823. by virtue of the statute the alreotora     OS the
     oorporatlon  at the tIete OS Its dieeolutlon   beoame trustee%
     to wind up its &faire,     R.S. hrt. leoa.    They act In said
     capacity colleatIvaly   and suit oould not ba maIntaIned
     to estublieh  a oorporate 1iab:lIty   against any of them
     elngly.”
           %a have been unable to find any other oaee In this jurle-
alotlon passing upon this question and must therefore  re?oipllta the
above cited oaee es oontrolling  your first question.
            An assignment for the benefit of aredItore~lr       en absolute
unuondl~Ional and Irrevocable      voluntary oonveyance OS propertf by
the debtor to the assignee in trust for tho purpose ot paying debts
out of the proceeds thereof.       The aeeIgnea takes absolute title      to
the property for the trusts expressed In the Instrument.           5 Tax.
Jur. p. 59.    A corporation    r&ay make an a8eigmant    Por the beneiit
or orsaltors.    Uller    vs. Goodman, (T.C.A. 1897) 40 S. iY. 7425. The
legal enity continues to exIet notwXth6tending there nay have been
an aeelgnaent for the benefit o? oredltore        sInoa Artiole   1%7,
Revised Civil %atutee,       192s. which provides    for the dleeolutIon
ot corporatI&a     does not provide that suah action shall dI8solYe
the corporation.
           Artiole   7084, Revleed Civil Statutes,    1926, provlaee that
“except as hereIn provided every aomeetlo and roreI$n OCrpOratiCn
hertatofore or hereafter ohartered ;or ?iuthorleed to do business In
Texas . . . a?iall pay In a&vanes to the Secretary of State a fran-
oblae tax ror the year ~ollowlag,~       as theraln provided.   We find
no exception exempting oorioratione       that have made assignment8 iOr
banelit of creditors.      Article  9099, Revlead Clvll Statutes,     1925,
rate out a alffarant    formula for oomputfng the tax of a oorpow*Ion
‘aotually   in prooeee of llquiaatlon.~      No doubt meiny aorporatlons
whloh have made asslguments for the benerlt of ore&tore          are In
aotuel proooea ot’llquldatlon      Jocklng. to a oomplete disfolution
Ot the corporation,    and would be governed by the terms of this
etatute in oomputlng thair iranohlee tax.
                                                                      54!


yion. M. 0.   Flowers,   ?a430 8


           Ii Ic oertaln Instancea It tight eeem Inequitable  that
euoh oorporatlona  are required tc pay a franohlse tax, It mat be
noted that they ere not wlthout remedy alma they my affect a die-
solution under Artlola l?JSl, Gevlsad Civil Statutes,  1985, or make
a reduotlon In their capital etock.
           It Is our opinion that an ordinary adjudloatlon  In bank-
ruptoy OS a Texas corporation   Is a judiolal aeoartalnmant of in-
aolvanay within the n;tenlnf: of Artlola X%9, SubdlvIaIon 7, RevIsad
Olvll Statutes,  1925.
           fn answer to your eecond queatlon, It Is cur oplnlon that
the exaoutlon of a generel arslgumant for the benefit  of oradltcre
by a oorporatlon  does not within lf88lt exempt euoh OOrpoIUtlOn
rrcmthe papent oi a iranohIS8 tax.
                                            Yours very   truly
                                         ATTORNRY GR%?.CRAL
                                                         OF l'RXM3



                                                          Assistant
OCCIR




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