“:.‘.           OFFICE OF THE ATTORNEY GENERAL OF TEXAS
0                                AUSTIN
 L      .I
 o-   09MANN
 AriauuI
      oI*uIL


         Honorable %lliam J. Lawson
         Seorster7 ot state
         Austin, Term
         Attention:      Abner Lewis
         Dear Sirs




                                                                of Auigwt, 1926,
                                                               the oopital atook
                                                              00 and ohaiqlng

                                             t a fse,of  $l,lL50.00 was
                                            an additional Q5.00 for rive
                                        otober 29, 1942 this department
                                        t reduoing the oapltal   &oak ior
                                       mmt obaxged a f8e of $200.00.
                      "YOUtill       absssva th.It this lettor        which we
              e~OlOst3   rOX   th8    fiTat   tfLW   TsfOrS   t0   a fee   Of
              '$2,500.00 being the i?alclxLrnum
                                             foe this de~tmeat
              oaa oharge.
                   Vhf3 ori,~lnsl chsrtor of this aoxporation.hati
              been misplaoed and from notetion in the am1~M~!8nt
-norable   Xllllam        J. Lawson, Pegs 2


     rllsd Is huguet, 1926, it appamatlp hpa bssa II&S.
     plaoed before that date and we are therefore unable
     to ascertain the amount of flllng ?ee paid at the
     time the chartar was granted, but we Uo know that
     the illlag ices have araeeded $2,500*00 In the above
     nentloned amsndmenfre.
           *Th.ls.depart~~t has heretofore adopted the
     polioy that upon the payment of 92,500.OO for few
     at any one tlxie then and In that eveat there is no
     oharga for subsequent ?lllngo,   but whore tho tees
     are paid as aad whoa flllnge art) aade that ths usual
     fflfng fee chargeable at the time o? ?lllng the
     omendmeat la made.
           Will you ploaso advise thla departmantwhethsr
     or net the Statute mans that a?tdr oorporatloss
     havo reaohad the iillog fee of $2500&O whether this
     deparfmmt rhoulil atop tsklng adUi.tfonal rem or
     are we oormot in the pollo~ adapt&sthat uhen tfu
     $2500.00 mariarumfee 113paid in one~tinm then 6x0
     ws aathoriaed to make subaequeat filings wfthout
     additional fees.
           * .*     . ."
          Artfole 3914, of the Revised Civil @atotes of
Toxa8, ae amended by the not.8 of 1931, Ir in part as’follows:
           Vha Seoretary of Stat0 18 authoriml mil ro-
     qulrad to oharge for the use of the Stats the ?ol-
     lowlng other fees:
           Upon filing   eaoh oharter,  tnmmlmmt’  or arp-
     plament thereto a? a ahaiuml anb &oak, r&road,
     mgsetlo telegraph line, atmet      rallwe~ 02 ezpmas
     eorporatloa, a filing fee of 30 fiundFed ($200.00)
     Dollars, provided, that I? the authorized oapital
     stoak exoeada One Hundred Thousand (~100,OOO.OO)
     Dollars, an addltlonal illfag fse of Flit) Cents
     for each One Thousand ($l,OOO.OO) Dollaro authorlzad
     oapltal stook or fraotiosal    part thereof, siter the
     first One Hundred Thousand (+,lOO,OGO.OO)Dollars,
     shall be paid.
           -.     . . .
Boaorab1.e Xtlllam J. Lawson, Page 3


          OThe mxlmu~~?llln(j Pees to be pal4 by an7
     dometlo or foreign aorporatlon shall be Twwtp
     five Hundred ($?rOO.OO)hallare.
           t'.. . .=
            In the oam of General Uotora Aeoe,g+use Corpora-
tion v. EMallura, 3eoretary OS Stats, 10 S. ir. (26) 687, the
Oommlsoion of Bppeal~ was aeating with a foreign oor ration
that had applied for and reoslved a psrmlt to do buat?aess in
Texas b 3anua , 1920 its oapltal stook then balng $2,000 000.00.
In June 1921, 7 t filed an smeadnent 0r it9 chartor inoma8 tos
its oapital etook to $1 000 000.00 and in oonrwotioa therewith
paia to the Seamtary      oi S&e a rhing foe or $2,0&O&0. In
Rowsaber, 1922, It tandared ti the 3omf&ary of 3tata a oop7
o? an amendmentluoreaslng its oapltal hook to #l&00,000.00,
and In oonneotion thornwith     tendered $460.00 as riling r008.
This lut    aumwas reoelved by ths 3eoxWaa-7 of State, but apoa
ths iruistsnoe that    Lt was uot a ~uf?lioiOnt       emour& fa Ury,
1923, a oop7 Of another IimaIkdmOut     to fibs crharter, ln0~~8ing
the aapitcl stook to $66,000,000.00, was tendare for fllix&
but no fllfng or permit fee was tan&red and ?Uln& thoz~?
was r&wed.      In February, 1924, a oop7 Of the fourth am&ant,
inomarring the oapltal stmk to ~7,600,000.00,,          was tender64 for
riibg,    but no psntdt or ?lllllg fee was mado        OF 0rrmd,         utd
the Swmtary     or satal refused to iii0 rIam* In h&l,                x9*
a ?l?th ameu4ment, lnomaslng the oapltal stodr to @9,000,008.00
was tendered, but ao permzt and ?Ulq            ?ee tea mado or offond
and ths ruing or this iunenamwt       was re?usea.       OnJsnuary 20,
1926,   wpiea of all a? said amentinta were tanQore# aad Usmad
md8 tbkt the7 ba riled bp the f;ooratary 0r State.             MO further
mnt       or re08 lhgs made OT orrbrbd,     the oorporation      imsfoting
that, dnoe it had already paid a6 muoh as %2,500r00 In eon-
neotlon wLth the rimg or Its ori&%al 0barWr and llQton6ulutm,
it had paid the maxlautm-a        ln,;.the atatutoI but the Beoretary
or 3tat.e refused to rile the eopiee thus tendered.            2harearter
relator sou&t and sdeua?adpennlaslon to file this pzOeea~n61
in mndaitnm a$aA!.nst  the Cearefary of State       and sought to 0ompe.l
her to rile said aopies or sala ammlments without further pay-
ment of reee OT charges.
             Relator contended that, under the statutes, it had
paid to the Ssoretary of State all ?eee or charges properly
colleotlble.     The respondent oontendcd that sash separate tfl-
lng o? M bllllsndmentsubsequent to the orlpinal filu     was c
sopcrate event within the meaning of the ststutes and entitled
Esnorable ‘~flliam I. Lawson, Page 1


the departslent to aharga upon the basic of $10.00 fox? eaah
additional   $lO,OOO.OCaa,altal stook, and that tlm lifa.ttation
oj’ $‘2,400.00 referred only to the inoreaaed capital stosk
represented In suoh subsequent illis&
          In paasin,q upon eald question, the Co~uaiasion i
Appsale held that suah ohargas and fees ara taxes and la 1d
dawn the fOllOrin& rules in regard thereto;
            -he purpose of the law being to plaoe a tax
      upon the right of foreign sarporatioas ta do busi-
      neas within  our borders, it muat ba interpreted la
      the light or oonstitutlonal  Umltatiohs as to uni-
      formity, sad, when thus interpreted,  it   is plaia
      we thluk thut in all 6aaes. whether upon oaa or i g-
      lsal S&g     or upon subsequent illb     or fllingr
      of a oopy or oopiae of oharter or oharter amendaumts
      no more oen ba char&e4 or oolleoted than the maxi-
      mum of $2 500 named in the statute,   We think tho
      langtmge lln no event’ means that under no olroum-
      atanoem oan the appllaant for a permit to tranaaot
      business in the state be oharged mre than the aax&
      rmmnamed:
             DIt is aigaiSlaaut   that it beooma8 the duty
      oi the seoretary   of state,    when a oartified  copy
      of the artioles   of inoorporatlsn has been flied an&
      that offioer   has bean satisfied    by the showing aada
      by the applloant that a petit     ahall be issued,
      good for a period of ten yeare, and that thareatter
      when suoh ohm-tar has been axended or supplemented,
      that a oertiflad so y of suoh amendmentor supplo-
      mant shall bs lmmed! ately filed vith the seordar
      or state. ‘Thara ia 110disorat1on whatever left wz th
      the seoretary   of btate  aa to such aupplwaental  ill-
      ing.    It ia a requirement of the law for the ~zO-
      teotion of the pub110 d4alls@ with the ~OrpO~tiOn~
      The atatutes do not oontaaplate a new permft or etaa
      an amendment of th8 per;nit pr~TioU8ly iesued.     Thor@
      is nothing to 1nU.iaat.e that the aeoretary of state
      has auy euthority uhateter to revoke, amend, or 8UR-
      plement the permit pretlounly issus&       This Is a
      matter sor judfefal    aognisame  In the absenoe of
      statutory   power in the searatary of etate.
            =Tha relator r0r its protection in tha trana-
      aotion of ita business ullaer its pamalt, is entithd
9   .~
         Sanorable bllliam        J. Lawson, Page 5


              to have     its    emendmmts duly l&led by the 8eoretary
              of state.         The duty ta flla La a plain ministerial
              aoti
                   "It follows from what we hare said that we
              think the mandamusprayed for should bo Issued,
              and we aooordingly so reoommend.w
                    Thla ruling was also approved by tha CommIssIon of
         Appeals in the oase of Auat$n Pet. Bank OS Austin v. 3ha~ppard,
         Comptroller of Pub110 Aooounts, 71 5. 'R. (2d) 242. In thir
         aase the Barber 4sphalt Ctmpany, a foreign oorporatlon, had
         been granted a psrait to do buaiaesr in Texas on Earah 7, 1919.
         Its aapital atook was $7,OOO,OOO.OCand It paid to the Saora-
         tary of State a flllng tee of $2 500.00 whish wao ths paxlmum
      -. fee raquIred or foreign osrporat!ohs.     dbout Marah 31, 1922,
         It amended ltr   oharter and Iaareased its oapltal staak from
    .a ~,000~000.00 to $~O,OOO,OOO.OO,and in due tlam it tendered
         to the Sooretary   o? State a oopy o? its aasnded ohatier,   with
         the request that same be filed.     The Seoretary  OS State dmmd-
         ed an addltlonal filing in of $2,500,00 and refund to Lila
     '. suah amen&ant uatil suoh fee was pald.        The asphalt oo~pany
         protested the payment 02 such fee on th8 ground that it wea
         not due to be paid under our law. The protest wae uaarSilIng
         and aaid fewwas then paid. '$he oourt atatod that from them
         raots it was loldeat that        the asphalt oompanf wan) entitled fo
         hare its amendmantatiled         rllihout the iyynt  of a aeoond Isa
         or $2,500.00, and thattha sooratary of State acted under a
         mistake of law in refusing to file auoh amendmentuntil   the
         additional fee was paid. Therefore, that the tmumaotion    .xe-
         eulted In the state reooiring  money intO Its l'WR8url that it
         bid not own and was not entitled to raoeive.
                    4 c&in for a refund of eala 82 500.00 weuaprnentod
         TV the Cl&w Committee of the 4)r(! ~&bIturu.        %AObing
         apprwed It was lnoludad la the MIaoellaneous Claims Bill aa&
         passed by tha 4gialature   aad approved by the Owemor~     !fho
         Comptroller issued a warrant to owsr said $2,500.00 olala aad
         S-    was transferred to the dustln Rational Bank. The bank
         presented said warrant to the Treasurer and payment thereof
         was refused aad this loandams prooeediag was then instituted
         by the Austin National Bank. 3uoh mandamuswas granted and
         the oourt hald that the payment of said eddltloaal $2,5f%M)
         riling iea by said asphalt aompaay waa Illegal and should not
         have been required.
E0norable Willlam J. Lawson, Pago 6


            It Is the oplnlon o? this department, themfore,
that it lB 1I0t necessary   fOF either dmBStl0 OF fOFe%gn OOF-
pomtlons to pay the maximumSlllng See o? $2,500.00 at any
one time, but that oq atatutes are oomplled with when the
total Slling rees paid by any suoh oorporatlon amount to the
sum of $2,500.00, whether made in one payment or in Bermal
payasnts, and that when said ruaxlaumsup has boom 80 paid no
?uFther ill&g    fees are due or should be oolleoted.      We uall
yonr attention to the iaot     however, that the proYi.8lon that
suoh fes shall not sxosed ihe.Bum O? $2,5OO.OOwe8 not eon-
talnsd in Bald statute as it was originally      pabsed, and that
Bush pro~lslon a8 to dltiersnt     oorporatlons has m      put ln
asmndmants to said law that have been passed at rarlous       time8.
The last amendmentamklng said llaltatlon       apply to all domes-
tlo aad foreign oorpolatlons was passed in 1931, but prior
thereto said llmitatlon was mado ts apply to different       00r-
poratlona at dirtsrent tlwss, one or Bald aamndnont8 ha+*
been passed in 1917 and another In 1919. In passing upon 8uoh
filing  rear, to bs paid by othor oorporatlons    la the futura,
ltwlll   be rrsorssary to take into oonsldmatloa whotkr OF mot
aq' Or meld file8 WWO jBi%d-iOF to 1917 OF1919.
           A8 to tbs fee that   ahould be paid by ths Dallas Rail-
my and Teminal CompanyrOF tha iiliog        o? the last
the raotr rtated by yocshow that a part oiths
paid by said oampan~ neoo~sary    to snke up a total
was pa14 00. Rotember 28 1917. The law ?lxing a llalt o?
$2,500.00 was not passe& until 1919 and beoam siieotlre     on
Maroh 11, 1919. Thsre is mthfag fn said law to show that
it was intended that the Seereta      0r State, in parafng upon
whethsr or not the total fee8 of 32 ,500.W had been paid,
should take into oonsldsratlon    the Dayment oi fees prior to
the thee this law booawe sffsoti+e.     Bald oompsny not hating
paid a total or $2,500.00 in filing fees 8ixme said law bs-
oam sffeotive,    we still  adhen;& 00~ opinion Ho. O-4917 aad
hold that tha illlag iee for suoh amndmant is $200.00.
            TFustisqg that this aatisfaotoxily   answers your ln-
quiry,   we are
