                                   December     4,   1961


Honorable P. Frank    Lake                    Opinion No.    WW-1205
Secretary~of  state
Austin, Texas                                 Re:    Applicability  of certain statutes
                                                     to dissolution  of a domestic
                                                     railroad corporation    and related
Dear   Mr.   Lake:        j                          questions.

        Your questions         concern generally  the law applicable to certain
procedures   pertaining       to railroad corporations,  your request reading,       in
part, as follows:

            “1.  What, statutes are applicable          to the dissolution   of
        a domestic railroad corporation?

                  “I have been unable to find any provisions    in Title
        112 of the Revised Civil Statutes of Texas expressly        provid-
        ing for the dissolution   of railroad corporations.     Proposed
        dissolution   papers have been submitted by the Texas and New
        Orleans Railroad Company ,$urportedly in conformity with the
        provisions    of paragraph (3) of Article   1387, V. C. S. It should
        be noted in this connection that Article     1387 was expressly
        repealed by House Bill 137, Acts 57th Legislature,         Regular
        Sessidn,, 1961,; (Chapter 229, page 458, Vernon’s       Texas
        Session Law Service).       It should also be noted that Articles
        2. OlB(4)(e) and 9. 14A of the Business     Corporation   Act
        expressly    provides ,that the Act is not applicable to railroad
        companies .’

             “2.    If you hold inanswer    to question No. 1 above that a
        certificate     of dissolution may be issued or that articles   of
        dissolution     may be filed in this office,  then what statutory
        filing fee should be charged for issuing such certificate       or
        filing ,such corporate dissolution     papers ?

                 “It should be noted that the provisions   of Article 3914
        V. C. S. providing for a filing fee of $200 fo’r filing a charter
        amendment or supplement thereto of a railroad corporation
        was deleted from the provisions     of Article 3914 as amended
                                                                                       ’   .,




Hon.   P.    Frank   Lake,   page 2       (WW-1205)




            by House Bill    139, Acts 57th Legislature, Regular Session,
            1961 (Chapter    230, page 463, Vernon! s Texas Session Law
            Service).

                 “3.   What statutory filing fee should be charged by this
            office for (a) filing articles  of incorporation   under Article
            6262 and (b) filing amendments       to articles of incorporation
            of railroad companies      submitted pursuant to the provisions
            of Article  627 1 ?”

         Article 9.14 of the Texas        Business    Corporation    Act,   as amended,
provides,    in part, as follows:

                     “A.     This Act does not apply to domestic        corpora-
            tions organized for the purposes of operating banks, trust
            companies,     building and loan associations       or companies,
            insurance    companies     of every type or character      that operate
            under insurance laws of this State and corporate attorneys in
            fact for reciprocal      or inter-insurance     exchanges,    railroad
            companies,      . . .; provided,     however,    that if any of said ex-
            cepted domestic       corporations    were heretofore    or are here-
            after organized under special statutes which contain no
            provisions    in regard to some of the matters provided for
            in this Act, . . . then the provisions        of this Act shall apply
            to the extent that they are not inconsistent         with the provi-
            sions of such special statutes.”

         We have recently held, with respect to insurance      companies,    that
Article 9. 14 means exactly what it says, that is that the provisions      of the
Texas Business    Corporation   Act supplement the prwisions     of the statutes
regulating special corporations      as to any matter on which the special
statutes are silent.  WW-906,     WW-905.      We see no reason why the same
rule should not be applied to railroad companies.       This conclusion is
strengthened by Article    1.03 of the Texas Miscellaneous     Corporation    Laws
Act, Acts 1961, 57th Leg.,     R.S.,    p. 408, ch. 205, passed at the same
time as the repeal of Article    1387, which provides,   in part, as follows:

                     “A. All corporations   shall, to the extent not incon-
            sistent with any special statute pertaining to a particular
            corporation,  be governed

                   “(1) by the Texas Business     Corporation        Act,   as
            amended,   if organized for profit, and
Hon.   P.    Frank   Lake,   page 3,     (WW-1205)




                   “(2) by the Texas Non-Pr~ofit       Corporation   Act,   as
            amended,   if organized not for, profit.

                 “B.    This Act shall govern all foreign and domestic
        corporations     including but without being limited to those cor-
        porations heretofore      or hereafter   organized or granted a
        permit to do business under any Statute of the State, includ-
        ing the Texas Business       Corporation    Act, or the Texas Non-
        Profit Corporation      Act, except to the extent that any provisions
        of this Act are expressly      made inapplicable    by any provision
        of the Texas Business       Corporation   Act, the Texas Non-Profit
        Corporation    Act, or any special Statute of this State pertaining
        to a particular    type of corporation.   ”

Since there are ,no spe,cial provisions      regulating the dissolution    of a domes -
tic railroad corporation,     the provisions    of the Texas Business     Corporation
Act, relative to, di,ssolution, become applicable.       Obviously,    Article   1387,
R.C.S.,    having been   repealed,   Acts  57th   Leg.,  R.S.  1961,  p.  458,  ch.
229, it is no longer,   if it were ever,. applicable.

         Your second question pertains to the proper fee to be charged for
issuing certificates    of dissolution   or filing such corporate dissolution     papers
in connection with railroad corporations.          Since the  special provisions,   pre-
viously contained in Article 3914, R. S. , pertaining to the fees to be charged
railroad corporations,      have been repealed and there are now no special
provisions    relating to such matters,      the amount of the,fees is governed by
Article   10. 01 of the Texas Business      Corporation   Act.   The same statutory
provisions    govern the matters     set forth in your third question since there
are no special statutory provisions        as to such matters.




                                       SUMMARY



                  Since there are no special statutory provisions
         regulating the procedure for the dissolution      of a railroad
        company,      the provisions  of the Texas Business     Corpora-
         tion Act will apply to such a proceeding.       Similarly,   since
         there are no provisions     with respect to the filing fees to
         be charged by the Secretary      of State in connection with the
         dissolution,   or in connection with the filing of articles    of
Hon.   P.    Frank   Lake,   page 4   (WW-1205)




            incorporation   or articles of amendments  for railroad
            companies,    the amount of such fees is governed by the
            Texas Business    Corporation   Act.

                                          Yours   very   truly,

                                          WILL WILSON
                                          Attorney General        of Texas




                                             Assistant   Attorney     General
FBW/pe

APPROVED:

OPINION COMMITTEE
W. V. Geppert,  Chairman
Dudley D. McCalla
Pat Bailey
Marvin Thomas
W. 0. Schultz

REVIEWED  FOR THE ATTORNEY               GENERAL
BY:    Houghton Brownlee, Jr.
