Hon. H&O. Flowers
Secretary ot State
Austin, Texas
Bear Sirt                        upA~Aon No, Q-2038
                                 Ret Fllln& f&e for renewal of railroad    aom-
                                     pany aharter.
               This will acknowledge receipt   of your letter   of March 1
1940, in which you seek the oplnlon of.thlB department on the proposi-
tion of the correct    filing,~ee to be charged a railroad    corporation
upon the filing   of,a renewal where the charter thereof had expired      by   lapse
,of time.
                Artlale 6268;Tltle    112, _ReviBed Civil Statutes of Texas
1925;~ authorizes    the renew&i1 of a chaPtier of a railroad  company. Thi:
article  ie  sileiIt as to the emount of,the    fee to be charged therefor.
              Artlole 3914, Re,vlBed GlVil Statutes of Texas, 1925, pro-
vides the feee to be.charged by the Secretary of.State    for the filing of
the various Instruments required .by law t,o ,be filed In that office.
Paragraph one thereof readst
               "Upo~~flllng       each charter', amendment,, or sup-
     plement thertbo of a'channel and dock, railroad,
     magnetic telegraph line,            etreet ral.lw&y or expres
     corporation,    ,a filing      fee of Two Rundred ($.200.00~
     Dollars,   provlded,.that         if the authorlaed capital
     stock exceecls One Hundred Thousand ($lOO,OOO.OO) Dol-
     lars, an additional        flllng      fee'of Fifty Cents for
     each One Thbusand ( l,OOO,OO) Dollars authorieed cap-
     ital sfock.or,fra.ct     f onal part thereof,; after the first
     done Hundred ThouBand ($100,000.0~)~~Do~~arB, Bhall be
     paid."
              Article   1315(a), Revised Gltvll Statutes of Texas, 192.5, deals
with the right of private corporation~e~organieed     under Titl,e 32, Revised
01~11 Statutes,   to renew their ohartera.    Thensame reads:
              "Subjeat‘to  a finding by the Secretary of State
     aB.herelnaf%&r provided,    any private corporation   organ-
      ized or incorporated  for any purpose or parposes author-
    ized under.thlB Title,    at any tlme within ten (10) years
    prior to the expiration    of its chazter, or any extension
    thereof,  may,.extend such ohaMer and the corporate exls-
    tence of such corporation     for an addlt.lonal period of
Hon. M.O. Flowetis,      Page 2                                       o-2038

     not to exceed fifty      (50) years from the expiration        date
     of the Original charter,       or any extension thereof,       with
     all the privileges,      powers, Immunities, right of succes-
     sion by ita corporate name, and rights of property,             real
     and Personal,     eXerCl8ed and held by It at Buch expiration
     date, to the same intents and purposes as upon original
     Incorporation.      Tha manner of extending any such charter
     shall be by a,resolution       in writing,    adopted at any annual
     or BpeCial meetin&of       stockholdera     called for that pur-
     pose by stockholders      holding a majority of the shares of
     capital    stock of such corporation      then outstanding,     suc#~
     resolution     to specify the period of time for which the
     charter Is extended, and a copy of such resolution,             duly
     certified     by the secretaryof   the corporation,     under the
     corporate seal, shall be filed and recorded In the office
     of the Secretary of State.’ Upon the adoption of such res-
     olution and the filing       of a certified     copy thereof with
     the Secretary of State, together with payment of the filing
     fee harein prescribed,       the charter end corporate existence
     of such corporation      may be extinded for the additional
     period of time recited       in Buch resolution.      The filing    fee
     to be p&id for any such extension of a charter shall be
     such fee’as     said corporation   would be required under the
     Statutes of Texas to pay in the event it was then applying
     for a new charter Instead of extending its then existing
     charter.
              “Such extensions,  however, may be made only in
     Instances where the Secretary of State shall have found,
     after proper investigation,   that such corporation  is
     solvent and its capital unimpaired. ”
               The above quoted artiale    was passed at the regular session
of the 45th Legislature.     Thereafter, at the first    called session of the
same Legislature,    Article  1315(b) ~was passed,mik.lng Article   1315(a),
Bupra, apply to all private corporations.        It reader
              “The provisions  of Artiole   1315(a) shall extend
     to and inolude all private corporations      incorporated
     under the general laws of Texas.      The ,period of ten (10)
     years pri r to the expiration    of the charter ol) any ex-
     tension t Rereof referred  to in Article    1315(a) shall ln-
     elude the period of time during which Buch~corporation
     may have continued its existence     under the provisio!B  of
     Article  1389 of the Revised Civil Statutes of 1925.
              That portion of ArticJ.e 39Z4,      supra, with which we are here
concerned is a’general statute providing       fofl the collection     of filing   fees
by the Secr&ry of $tate for, the filing      of     . ..each charter,    amendment, or
supplement thereto.      Whereas, Articles    1315(a) and 1315(b),       swra, a?%
special statutes dealing with the sole subject oft renewals of charters.                It
is OUT opinion that there Is no conflict       between Articles     3914,   1315(a) and
1315(b)            The latter articles    merely make provision       for something
not q&i??%iy       covered by Article    3914.
               Article   1315(a)   provides   thatt
                                                                           0-203s




                  . . . ..The filing fee to be paid for any such
        extension of a charter,ahall     be such fee as said cor-
        poration would be required under the Statutes of Texas
        to pay In the event it was then applying for a new char-
        ter instead of extending Its then existing     charter....*
               This provision    Is made applicable    to railroad,corporations
by the terms of Article     1315(b),   supra.   Such provision    necessarily   refers
UB to Article   3914, supra,,for     a d&termination of the correct fee to be
charged.    The filing  fee required by such article      for a new charter 1s
Two Kur@red ($200) Dollars plus Fifty cents (50#)         for each One Thousand
($1,000) Dollars capital     stock of fractional     part thereof over and above
the first   One Hundred Thousand ($100,000) Dollars.         We believe this to
be the proper basis for calculating       the filing   fee tobe paid upon the
filing   of a renewal or extension of a railroad       company charter.
                                       Yours very truly
                                       ATTORNEYCIENXRALOFTEXAS
                                       By a/ Lloyd Armstrong
                                             Lloyd Armstrong
                                             Assistant
LAt AW:wc


ApPRm       PiARm 30, 1940
s/ Oerald    C. J&m
AlTORNEp    O%NERAL OF TEXAS


Approved Opinion Committee. by s/BwB Chairman
