                                         E                   Y GENERAL,
                                                           EXAS


                                                   Urrcb     13, 1997
                                     ,

                  Hoa, Robert 8, Gslvcrt                   Oplakoa No. WW-50
                  ComptmUer of Public Accouatr
                  Capltoor station !                       Re:,   Whether or not the tag provided
                  Auetn. Texua                                    for by Ahcticle 7047m,, VAX.,
                                                                  rccrks      *re    all acts    in   con-
                                                                  noctlon    wtth the transfer      occur
                                                                  out#Ur     the bounderies      of Tcr~
                                                                 except tha’ r*cordln# of the
                                                              ‘, t,ranrfer on the offlclal books
                  Dear Mr.     Calvsrt:                           of tlkTe**a      etqoratlon,


     ,
                                You:: ropwat  the ,optnfon of tbfr of&x   M to whether
                  Article   7047m, Vernun’s   Clvll St8tutes,, im.poser a *tamp   tux upon
                  the transfer   of tbe stock of a corporation    when every incident of the
                  trtutofer occurs outride the Istate, ercapt the trwsfer     upon the hooks of
                  the cOrp0ratiOa

                                Firmt, it rbould be noted tbaf the @at&e upoa which frur
                   rlor  opinton. NQ, O-3713, wus bar4b     no .longer prevritr.   Article 1334,
                  t ,c&,   upon wblt* oar prior opinion wbs rendered,      bus become inopera-
                  tive rod bar been rupeisadrd     by Article 133~0-1, VA.&,     of the Unfform
                  lbeh    Transfer   Act.

                                 ft Is no iotqer   required tbot lto c k
                                                                       be transferruble     only             on
     1.           the books    of the Wtl#rMon       ,in r,uch 6aamer AS the by-luws    nuy
                  prsscrtbe    to complets   the rrle   or trsnrfer.        The Court bold k tkr cuse
                                                                              199 S.W.Zd 792 (‘X%x.
                                                                            e’ 1358-i, VGB.,  ar fol-
                  lowr:
                                 “Qn small pieces of pqtor are wrtttsn tbe 8vfUencc
                          of foMmer,       It is tborefore   of great importance    that
                          these titlas‘ qhould rest on l mme foundation;        . . The m&r
                          purpore of the Oniform       Act tn to mate certificate6     of
                          stock the 601~ represaatuttva        of the shares which they
                          represent.  . . . A transfer    of stock certificate is made to
              .




          .




.’
                                  “The above section  negstlves the necessity  of a
                          transfer   on tbu books of the cornpuny.   Such transfer
                                                                ,,,,
                                                                                  :




‘m*   Robert    S. Calvcrt,    page   2 (WW-58)



       under the Act becomes no more            than the recording
       of a deed to land. ,..* (Emphuio          rupptied)

               Therefore,     under  the undisputed facts, es submitted. by
you. transfer. of stock in a domestic         corpordtion is speclfically
exempt from the taxby th$ portion of Article               7047m, Sectton,,L,
V.C&,     rrrtilnq aa follows:
                                                                    ,,,~,’:, ,~,,’
                I. , .,; xux In reopact to ohwee      or certificates
       of stock or certificates       of rtghts to s,tock. or csrtt#ficatee
      of ~depooit reprerenttng certtftcmter of the character tared
       by this Article, in any domerrtic associ(L.tion, company, O,P
       corperatioo,      If n&her   the sble, nor the order’ for, nor’
      ,agrecat&       to buy, nor the agreement       to sell, nor the
       memor*qdum         of @ale, aor &e hlkety        ir made In ti$fs’
       r,tatep. . .” :
             Yocr$. tIlor6rom   rmpedftbtip    i&l&d           tbst, ii+ ‘*t&&i
t&w ,14 due an tb treaofer of. certff4catra .of rtock         of a douu&te
corpor+tAon under the frets perented      by you,



               The’ tax statute exempted, and exempts, foom:~tbe
               &amp tax, transfers, the requisites are concluded
               without the State, “when no Act necessary to effect
               the sale or trrnsfer is done in this State”.
               Former Article 1334 required transfer oa the
               corporate  books.   That statute, was repealed and
               1358-l was substituted which provides transfer is
               by andorrement    and delivery and specifica!ty piovlde#
               trsnrfer on the booke is not a requisite, even though
               required  by the corporate charter and by-laws.
               The Snyder Case holds the *transfer is effectuated
               ‘without regard to trrnsfer   on the books of the
               company”.     The LegSstature thereafter amended the
               tax statute with presumptive knowledge of the repeat
               of 1334, the enactment of 1358c1;, and the constru?-
               t&on givtn the latter in the Snyder Case, yet it did
               not t&x “recorded transfers”.     Rtcording the transfers
    #o&   Rokit    I, ,$4lvcrk, pye   3 ‘IWW-58)



                  b mt ryu$eltc     to the arle or trmefcr.
                  Therefore,   U 411 that LB to he doas La Toma
                  i& to mcord t?w trmofcr      “m Act wcesaarj
                  to effect the 041s or tranefer   Le done lf~ thi6
                  Bt&e” and the tranrraction le tax esem)t.
i
                                          Yourr    Ay,

                                         WILL WILSON
                                         Attorney General




    APPsfovEb:

    OPINION    COMMITTEE
    X. Gruly   Chandler, Chairman

    LPL:cs
