                                                                                 R-990

                                                                                              341
                                           OFFICE                 OF
                        THENATTORNEY                               Gmmm
                                         AVSTXN,TEXAS
PRICE  DANIEL
ATTORNEYGENERAL                      December          30, 1947


        Honorable Paul H. Brown                          Opinion No. V-466
        Secretary  of State
        Austin, Texas                                    Re:   The franchise   taxes to be
                                                               collected from a corpora-
       ATTN:       Wm. E. Stapp, Chief                         tion chartered   to exercise
                   Charter  Division                           both of the powers enum-
                                                               erated in Sac. 1 of Art.
                                                               1302d, V. C. S.
                                                ..~-

       ‘Dear   Sir:

                          Your request   for the opinion       of this Department   is as
        follows:

                          “This office has received and filed a charter
                for    a particular   corporation organked  under Arti-
                cle    1302d, as amended, 1947. The corporation     has
                for    its purpose clause both subdivisions  of Section
               ‘1 of    that Article.

                      “This office required the payment of two fran-
               chise taxes..  The~aniount so paid’was paid under pro-
               test, the attorneys for that corporation  maintaining
               that Article 7084f requires  only one-fourth  of the
               original amount for each ,additional purpose.

                      “In connectiOn with this question, see Senate
               Bill 134, Acts of 1947, 50th ,Legislature,   Chapter 237,
               Section 1. See also Article.‘l302d,   Section2  of this Art-
               icle, prior to amendment.

                     ‘Should this office collect duplicate franchise
               tax amounts, or one and one-quarter     franchise taxes,
               or only one fran~chise tax?”

                          Article 1302d, V. C. S., was first enacted         in 1945, as
       Chapter     252;    Acts of the 49th Legislature,   and is as         follows:

                     “Section 1. Corporations   may be formed in the
               manner provided by general law, to exercise   either
               or both of the following powers:
342   Honorable   Paul H. Brown,       Page   2 (V-466)




                   “(a) To buy livestock,    poultry, and products of
            ranch, farm, dairy and creamery,        and the by-products
            thereof, and manufacture,     process,   and sell such pro-
            ducts and by-products.

                      .“(b) To buy, manufacture,      and sell feeds,   ferti-
            lizers,      insecticides and fungicides.

                   “Sec. 2. Any corporation       which includes in its
            charter or any amendment thereto both of the powers
            ngmed in Section l(a) and (b) hereby shall pay the
            franchise tax provided by law for each of said powers
            or purposes.      No corporation   authorixed under the
            provisions    of this Act shall be permitted      to own or
            operate more than one establishment           or business
            under the same charter without paying the chain store
            tax provided in Chapter 400, Acts of the First Called
            Session of the Forty-fourth      Legislature,     as amended,
            on each such establishment       or place of business     from
            which it makes.sales     of any such products or by-pro-
            ducts.   This Section shall not apply to associations
            organixed under Chapter 8, Title 93, of the Revised
            Civil Statutes of Texas of 1925, controlling         Marketing
            Associations.”

                    Section 1 of Chapter 252, Acts of the Forty-ninth Legis-
      lature, was amended by Chapter 237, Acts of the Fiftieth Legislature,
      1947. as follows:

                   “Section 1. That Section 1 of House Bill No. 375,
            Chapter 252, Acts ot-the 49th Legislature     of the State
            of Texas, Regular Session,    1945, page 390, be.and the
            same is hereby amended so as hereafter       to read and
            provide as follows:

                   “Section 1. Corporations   may be formed in
            the manner provided by General Law, to exercise
            either or both of the following powers:

                   “‘(a) To buy livestock,  poultry, and products
            of ranch, farm, dairy and creamery,     and the by-pro-
            ducts thereof, and manufacture,    process  and sell such
            products and by-products;

                    “‘(b)  To buy, manufacture,        and sell feeds, ferti-
            lizers,   insecticides, fungicides,      soaps and cleansers.’
            (Emphasis     added)
Honorable    Paul H. Brown,       Page   3 (V-466)




              ‘Sec. la. Any corporation   which has heretofore
       adopted in its charter or in its permit to do business
       in Texas the powers enumerated      in Section 1 of House
       Bill No. 375, Chapter 252, Acts of the Regular Session
       of the 49th Legislature,  shall have and may exercise
       the powers enumerated    in Section 1 of this Act.”

              It will be noted that only Section 1 was amended.      The
act of the 50th Legislature     begins:  -. . . That Section 1 of H. B.
375 . . . be and the same is hereby amended so as hereafter to read
and provide as follows..    . .I The Legislature    did not amend the
whole chapter.     Under Section 36 of Article    3 of the Texas Consti-
tution, a section of a law may be amended, reenacted,        and published
without reenacting    the whole statute.

              The amendment,      therefore,  in no way changed the effect
of Section  2 of the Act of the Forty-ninth     Legislature   which required
any corporation    including in its charter both of the powers named in
Section l(a) and (b) to pay the franchise tax provided by law on each
of said powers or purposes,      and that provision    of Section 2, as well
as the remainder     of said Section, is still in full force and effect.

                 That portion   of Article   7084    referred   to in your request
is as follows:

             “Art. 7084. . . Sac. (f) Corporations   which are
      now required to pay a separate franchise     tax for each
      purpose or business    authorized by their charters,
      shall hereafter  pay only the tax provided hereunder for
      one purpose, and one fourth (l/4) of such amount for
      each additional purpose named in their charters..     . .
      As amended Acts 1941, 47th Leg., p. 269, ch. 184. Art.
      VIII, 8 1.”

              It will be noted that the foregoing Act was passed in 1941
and specifically    stated that corporations   which were then required to
pay a franchise    tax for each purpose authorized by tliicharters
should pay the tax on only one of such purposes and an additional
one-fourth   of such amount for each additional purpose.       The pas’sage
of Chapter 252, Acts Forty-ninth      Legislature,  however,   created an
exception to Section (f) of Article 7084 to the extent that any corpora-
tion having both purposes authorized by Chapter 252, Acts of the 49th
Legislature,    was required to pay the franchise    tax on each of said
purpose 6.

            The Secretary    of State should therefore   require the pay-
ment of the franchise  tax provided by law for each of said powers or
purposes in accordance    with the provisions  of Section 2, Article  1302d,
v. c. s.
Qonorable   Paul H. Brown,   Page   4 (V-466)




                             SUMMARY

             Corporations  organized or doing business un-
      der both of the purpose clauses included in Section
      1 of Article 1302d, V. C. S., are required to pay a
      franchise tax for each of said purposes as provided
      by Section 2 thereof.


                                       Yours    very truly

                             ATTORNEYGENEIULOFTEXAS




                                        C. K. Richards
                                          Assistant

CKR/JCP

                             APPROVED       :




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