Hon. Zollle Stealcley                           Opinion No. WW-511
Secretary of State
Austin, Texas                                   Re:   Should the Secretary of State
                                                      accept and file the pending
                                                      application of the Bank of New
                                                      York for certificate  of authority
                                                      to transact business in this
Dear Sir:                                             State, and related questions.

                   We are in receipt of an opinion request from your office
wherein you state that a foreign corporation with bank’ In its name,
organized under the laws of the State of New York, has made application
for the certificate    of authority to transact busines.8 in Texas by qualify-
ing under Article      I5Ua. With regard to this appIicatIon~you:havb    made
the fotlowingf~tir:~(4).inquiries.

                  “1. Should the Secretary of State accept and
         file the pending application of the Bank of New York
         for a Certificate  of Authority to transact business
         in this State for the purpose stated above?

                  “2. Should the Secretary of State accept and
         file an application for a Certificate of Authority under
         the provisions    of Article 1513s for a purpose which, is
         not identical in language and does not include the en-
         tire purpose clause authorized by said statute 7

                  “3. I feel we should re-examine    the policy of
         the office, above described, hence were the Certifi-
         cates of Atithority  issued by this office under Article
         1513a to the above named foreign corporations      whose
         corporate acmes included the word ‘trust’ 1bWfUll~
         granted in view of the prohibttlon contained in Article
         342-902 7

                “4.   If question No, 3 is bnswered   in the ae#bttve,
         what aCttOll, if bny, should be taken by this office?

               This oplnlon deals with &rsttoas   1, 3 and 4. Question
2 willbe the subject of a subsequent oplhlon. The first question pre-
sented 1s whether or not a foreign corporbtlon whose name includes
the word “bbnk” should be granted a certlficste of authorl’ty to do a
Hon. Zollie       Steaklsy,       page 2 (WW-511)



trust business in this State. Two statutes are drawn into focus by this
inquiry. First, Senate Bill No. 165, Acts 55th Leg., R.S. 1957, ch. 388,
p. 1162. codified as Article 1513a, V.C.S.. authorizing the creation of
corporations and the issuance of certificates    of authority to foreign
corporations    to do business in Texas for the following purpose:

                   “To act as trustee, executor, administrator,
          or guardian when designated by any person, corporation,
          or c~ourt to do so, and as agent for the performance    of
          any lawful act, including the right to receive &posits
          made by agencies of the United States of America for
          the authorized account of sny individual; to act as attorney-
          in-fact for reciprocal  or inter-insurance   exchange.”

              The second statute here relevant is Article 342-902 as
amended by the 55th Leg. in R.S., 1957. It reads. in pertinent parts:

                      “It shall be unlawful for any person, corporation,
          firm,     partnersh~ip, association or common law trust:

                  ‘(1) To conduct a banking or trust business or
          to hold out to the public that it is conducting a banking
          or trust busihessz  or

                               0 use in lts name, stationery or advertising,
          the teri(‘ia&“’        , ‘burlr bad trust’, ‘SbVb%~E bank’, ‘crrtif-
          icato    of deposit’,    ‘trust’ or bay othsr term or word ebb
          culbtod to dscoivo the ~publfc late tho bollsf    thbt such parson,
          COrpOr8tiO&   firm, pbrtaorship,   bsSOCibtiOn~ CO!mXm 1bW
          trust, or othor group pi porsOt%s agbpd          l
                                                         hi tho bbaklng
          or trust      buslaoss.

                       “Provldsd,      howovor         thbt MS    Article   shbll   not
         bpply to       (1) abtiOl&      bmksr   It)     StbtO   bbako;
                                                            (3) othor
          corporstioas horotoforo or horrrltqr orpbalood uador
          the laws of this SW0 or of tho Ualtod 8tbtss to tbs. ox-
          tont that such corporrtloas bra buthorlood undor thotr
          chartor  or the lbws of this stbto or Of the Ualtod 6tbtoS
          to conduct ruch business or to uso      such  term;   bad (4)
          privbte bbaks which wors bctublly uad lbwtully         coaduct-
          lag b bbnkla# bustnoss on tho sffoctivo      dbto of this Act
          so loas bs tho ownozs   of such bbk, thotr succoosor~ or
          bSfi+,         shbll     contla;uously conduct a bbakia# burlasrs
          la the city      or     town whsrs such prlvbto brak WbS domlcllod
          On the      sffoctivo     dbt0 Of thh Act,.,,*

                       It is b sottlod    rulo Of statutory iakrprobtlon  thbt stbkr
which   dobl   with     tho Ibmo      goaorbl  rubjoct, hsvo tho SbmO psnord   purpose,
or rolbto to the sbmo             poison or thhg or clbrs of psrroas oi thlaps, bro
   Hon. Zollie   Steakley,   page 3 (WW-511)



   considered as “in par1 materia” , although they COntbhi no reference       to
   one another, and although they were passed at different times or at
   different sessions of the Legislature.

                   The purpose of the “in part materia” rule of construction
   is to carry out the full:- legislative    intent, by giving effect to all laws and
   provisions bearing upon the same subject. It proceeds ~upon the supposition
   that several statutes relating to, one subject are governed by one spirit
   and policy, and are intended to be consistent and harmonious in their
 ’ several parts’and provisions.       The rub applies where one statute deals
i  with  a subject  in comprehensive      terms and another deals with a;,portion
J of the same subject in a more definite way. 39 Texas Juris., 253-256,
: Section 135 (note authorities quoted ,therein).

                  The sole ,question is the effect of Senate Bill 165. Unquestion-
  ably, with reference to companies qualifying unde~r S.B. 165, its operates
  to’override  or repeal by. LmplScation that portion of 342-902 which would
  prohibit foreign companies from doing a trust ~business in Texas.

                  Senate Bill 165 is slient b.8 to whether Section 2 of Article
  342-902 prohibiting the use of the, name “trust* shou’Id be applied to foreign
  corporations   otherwise quailfylng under Senate Bill 165; however, we are
  of the opinion that by implication Senate Bill 165 also repeals that portion
  of 342-902 which prohibfts the use of the name “trust“, insofar as such
  foreign corporations    are concerned. We cbii attention to the language in
  Section 2 that it is~unibwfuI for any person, etc., “to use in its name...the
  term...’ trust’ or any other torm or word calculated to deceive the public
  into the belief that such porkion (etc.)...iS  engaged in the....trust business.”
  We further call attention to the language of the emergancy clause in Senate
  Bill 343 of the 1957 Leglsibturo   amondfng’342-902     bs foliows:

                   “The fact that under existing law the people
         of this state are subject to mlsloadlng advortislng
         and other deceitful practices CbkUlbted    to do~colvo
         the public into the beliof thbt cortain unbuthorlzod
         persons or groups of persons are under the strict
         ~supervlslon of the State Bbnking Departinont, when
          in fbct the protection bffordod by strict supervision
         does not oxlst, croatos an omorgency...”

                   It is appsront that tho prohlbltlon bgbinst ueln~ tho abmo “trust”
  is dlroctly tlod in with bad b pbrt of the prohlbltlon bgbinSt conduct@”
  or to “hold out...that it is conducting” b trurt bustaoss.    .Tho 0~11 ~oglslbtod
  agslast   la Soctlon 2 of Article 342-902 was tho docoptloa to tbo public which
  occurrod when b company usod tho abmo “trust” in its title whoa ta fact it
  was not ontltlod to ong8go in the trud buslaasr.      That 0~11 will not  occur in
  the cbso of a foroign corporbtlon obtainlag b permit under tho terms of
  Senste Bill 165 bs such b COrpOrbtiOU     would bo suthorhod to ongbgo in the
.



    Hon. Zollie     Steakley.     page 4 (7Kfll-311)



    trust business and would not be deceiving                  the public by using     the name
    *trust” in its title.

                    Senate Bill I65 should~ be limited in its ovsrridlng effect
    to the subject matter above,‘there being no provision ln Senate Bill 165
    which would allow b fore&n corporation to come into the State and do a
    banking business.   The use of the term .%a&* in the title of such a corpo-
    ration would be deceptive and would violate Article    342-902.

                    In answer to your flrst question we hold that a foreign
    corporation with the name ‘Banh” ln its title may not obtain a permit                         to
    transact business in this State.

                     The third question                presented   for consideration    in this
    opinion is as follows:

                          *I feel we should re-oxamlno the policy of
                the office, above described, hence wore tbo certif-
                icates of authority fssued by this office under Article
                15~13bto the above nbmed forolgn     corporbtioxm whose
                corporato     names include the word trust, lawfully granted
                ln view of ‘Iho prohibition contained in Arftlo              342-9027 ”
                          If foroign corporations          reforrod to above hbve been grbnted
    a certificate  of authority under the provlslons of 1513b sad thoroby complied
    ~with the purposos b6 thoreln roqulrod, than little robson bppobrs for the
    csndellation of their COrtffiCbbo of bUthOrib.    Thus, the discussion   under
    question No. 1 of this oplnlon 1s SppIkbbIo thereto.    If they hbvo not chosen
    to utiliee 1513b, then the robson for “tn pari materlb*‘construction    does not
    exist and 342,-902 tahen by ‘ltsolf would buthorine revocation.

                          In vlow of’bo bnswer fo,No. 3, thenquestion              rbisod bs No.
    4 in your    letter    becomos moot,




                          Ths rffoat of Ilrmb Bill 168 L to rapd  by
                          knpkbtiloa thbt pOX-tbS Of u&-@o2~ W&kh
                          proh$blb forolpn corpordhm     from doh ,a
                          trust   buriaoss.      Llkowiro    by ~mpll~atioP It
                          ropoals    that     pc+lon  of 342-902  which prohibits
Hon. Zollie   Steakiey,   page 5 (WW-511)



                 the use of the name “trust”.  The prohibition
                 against the use of the word “bank” is not there-
                 by overriden.


                                            Very   truly yours,

                                            WILL    WILSON




                                                   C. Dean Davis
                                                   Assistant

CDD:ph

APPROVED:

OPINION   COMMITTEE:

Gee. P. Blackburn.    Chairman

John Reeves
J. Arthur Sandlin

REV~IEWED FOR THE ATTORNEY             GENERAL
BY:
     W. V. Geppert
