Honorable John L. Hill                 Opinion No. C-773
Secretary of States
Office of ~the Secretary
  of State
Austin, Texas                          Re:   Number of dlkedtors
                                             neoessary for volun-
                                             tary corporate d$s,-
Dear Mr. Kill;                               solution.
      You have requested the opinloh of thls’offide    as
to whether the Secretary of State may approve arid’flle
a Statement of Intent to Dissolve which lists     only two
directors.
      Artlole  2.31, Texas Business Corpbratlon Act, pro-
vides In part, that ‘the business and affairs     of a
corporation   shall be managed by a board of ,dlrectors.”
       Turning to Article  2.32, Texas Buslness:,Corporatlon
Act,   we find the pertinent   provision there provides:
              “The number of directors     of a corpora-
       tion &all not be less tha th              Subject
       to suoh~llmltation.    the nuiberr%*direotors
       shall be fixed by the by-laws, except as to
       the numbers’ constituting     the first  board of
       directors,   which number shall be flxed by the
       articles   of Incorporation.”    (emphasis added.)
      It is the opinion of this office     that a’ corporation
tnust have a inlnSm~m.of’three directors.      Therefore,‘you
may not accept and file a Statement of Intent to Dissolve
from a corporation    listing   lese than three directors.
Futithetiinore, this Is oonslstlnt’with   your long-standing
departmental construction     requiring  a minimum of three
dlreotors.
                      SUMMARY
             The Searetarg of State may not approve
       and file a ~Sttitement of Intent to DlsBolve
       whloh lists  less than three directors.

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  Honorable   John L. Hill,   page 2 (C-773)


                              Yours very truly,
                              WAGGONER CARR
                              Attorney General of Texas




                              Assistant   Attorney   General
CMB:ds
APPROVED:
OPINIONCOMMITTEE:
W. 0. Shultz; Chairman
Robert Flowers
Patil'Martin
James MoCoy
H. Grady Chandler
APPROVED
       FOR THEiATTORNEY
                      GENERAL
By:   T. B. Wright




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