                                      EXAS

                   s%USTIN.      TEXAS         %%%‘8


                              April    26, 1966


          John L. Hill                   Opinion Bo. (C-663)
secretary of the State        of Texas
State Capitol Building
Austin, Texas                            Re:     Withdrawal of a
                                                 Foreign Corporation
                                                  ursuant to Article
                                                 F;.14, Texas Business
                                                 Corporation Act
Dear Mr. Hil,l:
      In 3your  opinion
          .
corporation          , . request
               recently
                                 you stated that a foreign
                         filed an Application for Certificate
of Withdrawal with your office     which in apart stated:
          “All known creditors or claimants have
     been paid or provided for,and that adequate
     provision has been made for performance of any
     obligation   imposed by any court in the State
     of Texas as the result of pending of threatened
     litigation.”
       You further state that it has been the uniform policy
of your office    not to allow a, foreign corporation to with-
draw from the State if it is’ involved in or threatened
with litigation    in this State, even though such corporation
may be willing    and able to make adequate provisions for the
satisfaction    of any Judgment which may be entered in such
litigation.
      You have asked whether your office    has authority to
accept and file an a pllcation    containing the above quoted
provision.    Article 8 .14 of the Texas Euainess Corporation
Act provides:
     “A . A foreign corporation  authorized to transact
     business in this state may withdraw from this State
     upon procuring from the Secretary of State a certifi-
     cate of withdrawal.   In order to procure such a



                               -3201-
Honorable    John L. Hill,   page 2 ( C-663 )


       certificate    of withdrawal, such foreign coroora-
       tion shall    deliver  to the-secretary  o? State an
       application    for withdrawal, which shall set
       forth:
       ,I . . . . . II

       "(7) A statement that all known creditors     or
       claimants have been paid or provided for and
       the corporation is not involved in or threatened
       with litigation in any court in this’ State.”
       11. . . . . ” (Emphasis added).

      You stated that attorneys     for the applying corpora-
tion contend that Section A(7)      of Article 8.14 is un-
constitutional.
       You are advised that your office     does not have authority
to issue a Certificate      of Withdrawal unless the application
for such certificate     complies with all requirements of
Article   8.14 of the Texas Business Corporation        Act.   The
statement which was quoted from the application          received
by our office     does not comply with Section A(7) of Article
8.1.9;in that it fails     to certify  that the corporation     .is
not Involved in or threatened with litigation         in this State.
The requirement that foreign corporations        make such a certi-
fication   does not violate    either the Texas Constitution        or
the United States Constitution.        Commercial Insurance
                ark, New Jersey v. Adams, 3hb 7 W 26 601
                     1yo3r               .  etropo;itan     Casualty
                 Ay of bei f;z:k?.    *Brow-2
                                        ’               U.S. boo,
32   a . bG . 330 tkJ531.
                             SUMMARY
                             -_-----
           The Secretary of State does not have authority
       to accept and file applications   for certificate
       of withdrawal from foreign corporations     unless
       such applications  comply with all of the re-
       quirements of Article  8.14, Texas Business Corpora-
       tion Act.




                               -3202-
Honorable   John L. Hill,   page 3 ( c-663 )


                                      Respectfully   submitted,
                                      WAGGONER CARR
                                      Attorney General of Texas




JWF:jh
APPROVED:
OPINIONCOMMTTEE
W. 0. Shultz,   Chairman
John Reeves
Gordon Cass
Ralph Rash
Pat Bailey
APPROVEDFOR TRE ATTORNEY
                       GENERAL
BY: T. B. WRIGHT




                             -3203-
