Honorable John L. Hill      Opinion No. C-750
Secretary of State
State Capitol Building
Austin, Texas               Re :   Authority of Secretary
                                   of State to file an
                                   Application for Renewal
                                   of Certificate of
                                   Authority of a dis-
                                   solved foreign
                                   corporation and related
Dear Mr. Hill:                     question
     In your opinion request you have asked whether your
office has the authority to file an “Application for
Renewal of Certificate of Authority” which has been
submitted by a dissolved foreign corporation. The sub-
mitted application Indicates on Its face that the
corDoration is no longer engaged In normal business
operations, has no authorized capital stock, stockholders
or outstanding capital stock and has no stated capital.
      Foreign corporations seeking to renew a certificate
of authority must comply with Article 8.05 of the Texas
Business corporation Act which requires, among other
things, that the applying corporation state the purpose
or purposes which it proposes to pursue In transacting
business in Texas, the number of authorized shares which
the corporation may Issue, the number of outstanding
capital shares and the stated capital of the aorporatlon.
Clearly, the application submitted by the corporation
d~oesnot fulfill these requirements. We accordingly
hold that your office does not have authority to file
an Application for Renewal of Certificate of Authority
which does not comply with the provisions of Article
8.05,  such as the one submitted by the dissolved foreign
corporation in question.
     You also ask whether the dlssolved corporation is
transacting business in Texas under the facts submitted
with your opinion request. The corporation was dissolved
In its domiciliary state on October 30, 1964, and Its
Certificate of Authority in Texaa has recently expired.
The corporation has leased an office, employed four
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Honorable John L. Hlll,page 2 (C-750)


persons and obtained a telephone listing for the purposes
of defending lawsuits pending against it, prosecuting
its claims, and winding up Its affairs. The corporation
maintains a sum of cash in Texas in various demand
accounts or time deposits for the purpose of paylng
known and contingent claims. Except for defending
lawsuits, prosecuting its claims, paying claims against
it and winding up its affairs, the corporation Is not
engaging in any activity In Texas. Upon final winding
up of its affairs, the corporation will distribute all
remaining assets to former shareholders.
     Under Section 278 of the General Corporation Law
of Delaware, the domiciliary state of the corporation
in question, a corporation continues to exist for a
period of three years after dissolution for the limited
purposes of suing, being sued and winding up Its
affairs, but not for the purpose of continuing the business
for which it was organized. Article 8.01 of the Texas
Business Corporation Act provides that:
          11
           . . .
          "B., Without excluding other activities
     which may not constitute transacting business
     In the State, a foreign corporation shall not
     be considered transacting business in this
     State, for the purpose of this Act, by reason
     of carrying on In this State any one (1) or
     more of the following activities:
          "(1) Maintaining or defending any
     action or suit or any admlnlstratlve or
     arbitration proceedings, or effecting the
     settlement thereof or the settlement of
     claims or disputes to which it Is a party.
           II
                .   .   .



          “(3)              Maintaining bank accounts.
            . . . .1,
           I,

     Under the facts submitted, the principal activltles
of the corporation in question fall within the above
quoted exceptions of Article 8.01.  Any other activities
In which the corporation may be engaged, as set forth
In the submitted facts, are merely incidental to the
main activities and are not of sufficient moment to
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Honorable John L. Hill, page 3 (C-750)


constitute transacting business. We are of the opinion
that under the submitted facts the corporation is not
transacting ,buslnessin Texas within the provisions
of the Texas Business Corporation Act.

                    SUMMARY
         The Secretary of State does not have
    authority to file an Application for Re-
    newal of Certificate of Authority which
    does not comply with Article 8.05 of the
    Texas Business Corporation Act.
         Under the facts submitted, the
    corporation In question is not trans-
    acting business In Texas within the
    ,provlsions of the Texas Business
    Corporation Act.
                            Yours very truly,
                            WAGGONER CARR
                            Attorney General of Texas




JWF:sh
APPROVED
OPINION COMMITTEE
W. V. Geppert, Chairman
Roy B. Johnson
Mark W. White
Milton Richardson
Wade Anderson
APPROVED FOR THE ATTORNEY GENERAL
By: T. B. Wright




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