                             February     16, 1962

Honorable Jesse James               Opinion No. WW-1257
State Treasurer
State Treasurer’s Office            Re:     Whether a notice malled to
Austin, Texas                               the Sheriff of the County
                                            of the domicile of the
                                            registered    agent of a corpo-
                                            ration, when the registered
                                            agent Is maintained In the
                                            State of Texas, la’sufflclent
                                            notice to meet the require-
                                            menta.of’Sectlon    3 of Article
Dear Mr. James:                                3272a,V.C.S.
           In your   recent letter you posed the following  question
with reference    to Section 3(a) of Artlole 3272a, V.O.S.:
     “In the case of out of state corporations,     will a
      notice mailed to the Sherlff     of the county of the
      domicile of the regletered     agent of said corporation,
      when the registered   agent Is maintained In the State
      of Texas, be sufficient    notlcs to meet the requlre-
      ments of this Section of Article     3272aT”
           Section   3 of the statute     provldes   as follows:
     “(a) Within sixty (60) days after the date in which
       the reports specified     In Section 2 are received,
       the State Treasurer shall mall a notice thereof,
       as hereinafter    described,  to the Sheriff of the
       county of the domicile or principal      place~slness
       of the holder so repor.tl          dl          I    11
      more than Fifty Collare “(8’507: to”ti?%er?~~          if?he
       county of the last known residence      of the owner If it
       is different   from the county of the holder.       The notice
       to the Sherlff    shall be entitled   “Notice of Names of
       Persons Appearing to be Owners of Abandoned Property*,
       and shall contain:
      “(1) The names in alphabetical    order and the last
        known addresses,   If ana, of persons listed    In the
        report and entitled   to notice as herelnbefore
        speclrled;  and

                                           .
Honorable   Jesse   Jemes, page 2 (WW-1257)


     “(2) A statement that informatlon      concerning the
       amount and description    of the property and the
       name and address of then holder may be obtained
      by any persons possessing     or claiming an Interest
       In the property by addressing an Inquiry to the
       holder so reporting.     Wlthln ten (10) days after
       receipt of said notice,    it shall be the duty of
       the Sheriff  to post It on the courthouse door or
       the courthouse bulletin    board, where It shall
       remain posted for a period of not less than thirty
       (30) days.   Thereafter,   the Sheriff shall return
       the notice to the State Treasurer with hls
       certificate  showing the date and time of posting
       required by this Section”.      (Bnphasls Supplied),
             Manifestly,   it is the purpose of the foregoing      section
of the statute to afford constructive       notice to “any persons
possessing    or’claimlng    an Interest In the property”,,rather      than
to the holder.       This purpose having been ascertained,      we must
construe the provision       so as to lve effect   to such intention     of
the Legislature.       39 Tex.Jur. 1.6%, Statutes,  Sec. 90.     It Is
clear that, as a general rule, posting notice In Texas, being
the state where the property Is held or the state of the last
known address of the owner, would be as effective          In reaching
the missing owners as would posting in the foreign          state of
incorporn.tlon.      Thus, It would not be counter to the ultimate
ob,ject of.3ectlon    3 to construe the section to refer to
counties within the State of Texas.
           In construing a statutory   word or phrase, the courts
will take into consideration   the meaning of the same or similar
language used elsewhere In the act or In another act similar in
nature, and unless a contrary lntentlon appears, words that are
used repeatedly   In a statute will bear the same meaning through-
out.   37 Tex.Jur. 201, Statutes,   Sec. 108.  In this connection,
we turn to Section 4 which, In part, provides:
      “(a) All personal property reported under the pro-
        visions   of this Article    remaining unclaimed at the
        explratlon’of      one hundred and twenty (120) days from
        the date upon which the report by the holder of such
        property was received by the State Treasurer,       shall
        be deemed t;O?be abandoned, and shall escheat to, and
        the title     ther‘e‘o vest in, the State of Texas, and
        the State Treasurer shall so certzfy to the Attorney
        General.
Honorable   Jesse   James, page 3 (WW-1257)



     “(b) The Attorney General shall lmmedlately lnotl-
       tute an action in a Dlntrlct        Court of the county
       In which the holder resides or is domiciled to
      ‘judicially    determine th t        h         t   h
       cheated to then State.       ‘?hes%tP%%f        bye tFo:ht
       as a class action,      and may Include the property
       reported by more than one holder from the same or
       other counties,     and the sworn petition       shall state
       that the action is brought by the State of Texas
       upon the relation     of the State Treasurer by the
      Attorney General for the purpose of escheating and
       vesting the title     in the State of Texas of the
      property therein described,         stating the description
       of the property which has escheated to the State,
       the name of the person or holder possessed thereof
       and the names of the person or persons claiming,              or
       last known to have claimed,        such property,     if any
       such names are known, a.11 of which information
       shall be separately      listed   In parallel    columns, and
       the facts and circumstances        in consequence of which
       such property is claimed to have escheated,             praying
       that such property be escheated,         and the title      thereto
       vested in the State of Texas.          The petition     shall not
       be subject to objections        as to the misjoinder       of
       parties    or misjoinder    of causes of action..
     “(c) The Clerk of the Court in which such suit is
      filed     shall Issue citation     as In other civil     cases,
      which shall be styled         ‘The State of Texas’, and
       shall be directed       to the person or holder named in
       the petition     as being possessed of the property de-
       scribed In said petition,        which citation   need not
       be accompanied by a copy of the original          petition
       filed    In the suit, but which shall state concisely
       the nature of the suit, a description          of the property
      possessed by the person or holder to whom the
       citation     1s directed,   and the name of the person
       or persons claiming,       or last known to have claimed,
       such property as set forth In the petition,           together
      with the facts and circumstances          in consequence of
       which such property is claimed to have been escheated,
       and the prayer contained in the petition.
     “(d) The Clerk of the Court in which such suit Is filed
       shall also issue citation which shall be styled ‘The
      State of Texas’, and shall be directed  to all persons
Honorable   Jesse James, page 4 (WW-1257)


      Interested      In, claiming,    or asserting    an Interest
      In the abandoned property,         which descrlptlon     of
      such property,       together with the name of the last
      holder thereof and the name of the person or per-
      sons claiming,       or last known to have claimed, such
      nronertu. shall’be        llsted as described In the
      petitlofi;    to appear and answer as provided In the
      Texas Rules of Civil Procedure, which cltatlon.shall
      be publlshed in accordance with Rules 114, lib, m
      and 116, Texas Rules of Civil Procedure, except that
      such citation       shall be oubllahed onlv once at least
      twenty-eight       (28) days befor&the      return iay of the
      citation,     and except as euch rul$t are further herein
      modif led.      The aosts of publlcatlon       shall be paid by
      the State Treasurer at the rate set out In Article
      29, Revised Civil Statutes.          Any person claiming an
      Interest     In suoh abandoned property,        whether such
      person 1s or not speclflcally         named In the petition,
      may appear and answer In such proceedings            as in other
      civil    suits.




       phasls   Supplied).
              From Section 4, It clearly     appears that the Legislature
contemplated a suit In the courts of Texas and henoe, when it
&;;z;ed~the      Attorney General In subsection      (bj tc lnstltute     “an
        . ..ln a Dlstrlct   Court of the county In which the holder
resides or Is domlclled...“,        It perforce,    meant a county
in Texas.      The words “domiciled’ and “resides” In Section 4(b)
must refer to some county In Texas.          In acaordance with the above
stated rule of statutory       construction,   we, therefore,   conclude
that the Legislature      Intended to use the word “domlclled”        in the
same sense In Section 3; that Is, as referring          to counties    In
Texas.
           This construction   la In harmony with the treatment
accorded the words “domicile”    and Inhabitant” under the Texas
Venue Statute, Art. 1995, V.C.S.      Foreign corporationa are
privileged   to be Sued in the county In Texas in which they reside,
unless the case falls    within one of the statutory exceptions.     In
other words, “domicile”    and “Inhabitant”,  as these words are used
In the first   clause of the venue statute,~ have been Interpreted
to mean the county of residence of the foreign corporation       In Texas,




                                              .
Honorable     Jesse James, page 5 WW-1257)


rather     than the county   in the’forelgn    state wherein the corpo-
ration     was organized.    14 Tex.Jur.2d    556, Corporations, Sec.
471.
            In what county in Texas may the forelgn corporation     be
said to be “domlclled”?    In our judgment, it Is the county whereln
the registered   office and agent of the corporation    is located,
pursuant to the designation   required by Article   8.09 of the
Texas Business Corporation Act, or Article    2031a, V.C.S.
              Article 8.08   of   the Texas Business    Corporation     Act
provides     as follows:
         “Each foreign corporation authorized to transact
          business in this State shall have and continuously
          maintain in this State:
         “(1) A registered  office which may be,       but need not
          be, the same as its place of business        in this State.
         “(2) A registered     agent, which agent may be either
           an lndlviduallesldent      in this State whose business
           office  is Identical    with such registered    office, or
           a domestic corporation,       or a foreign corporation
           authorized to transact business in this State, having
           a business office     identical   with such registered  of-
           fice.”   Acts 1955, 54th Leg., p. 239, ch. 64.
             The application    of Article   8.08 Is limited tocorpo-
rations “authorized      to transact business in this State”.        Article
2031a, V.C.S.,    which   also  requires   the  designation   of a resident
agent for service,     is not limited to foreign corporations         author-
ized to transact business in this State.            It includes foreign
corporations    transacting    business within this State whether
authorized or not.       Vol. 3A, V.A.T.S.,     374, Comment of Bar
Committee.
            It is our opinion that the county in which the foreign
corporation   maintains its designated registered     agent and office
under either of these statutes,       depending upon which is applicable,
is intended to be the domicile of such corporation        for purposes of
Section 3(a) of Article 3272a.        Patently such designations   furnish
the paramount criteria      for determining where the corporation     con-
siders itself    as residing    In Texas, and without being able to rely
on these designations,      the State Treasurer would in the admlnis-
tratlon of Article 3272a, be, in many cases, compelled to resolve
in an unreasonably short period of time a most complex question of
Honorable Jesse James, page 6 (WW-1257)


fact and law. We do not belleve   that the Legislature  intended
to Inject any such uncertainty  and attendant delay ldto the
administration of the new escheat law, Article 3272a.
           It la stated    In Texas Jurisprudence:
     “The Business Corporation Act requires both a
       domestic and’s qualified       foreign corporation
       to maintain a registered       office     at all times
     . . ..Presumably the deslunatlon         of:a registered
       off‘ice has the effect,     for venue~purpoees, of
       designating   the principal      office    of the
                    14 Tex.Jur.2d     557 , corporations,
        EE.f”rlTi.
            If the designation  of the registered  office   under the
Texas Business Corporation Act makes the foreign corporation
“domiciled”   in such county for venue purposes, it would, by the
same logic,   follow that such designation   determines the “domicile”
of the corporation   In Texas for other purposes.     We, therefore,
conclude that Section 3(a) of Article 3272a 16 complied with by
posting notice In the county in Texas where the holder that Is
a foreign corporatlon,malntalns    its registered  office   and agent
under the Texas E!uslness Corporation Act or Article      2031a, V.C.S.
Your question Is, accordingly,    answered in the affirmative.

                                    SUMMARY

           In the case of a holder that is a foreign corpo-
     ration maintaining a registered     agent and office    in
     Texas, mailing notice to the Sheriff of the county
     wherein the corporation’s   registered     office and
     agent Is maintained under Article      8.08 of the Texas
     Business Corporation Act or Article       2031a V.C.S.,
     will meet the requirements of Section 3(a) of Article
     3272a, V.C.S.
                                       Yours very truly,
                                       WILL WILSON
                                       Attorney General     of Texas



hgbbJ
                                          Assistant   Attorney   General
APPROVED:
OPINIONCOMMITTEE
Honorable   Jesse   James, page 7 (WW-1257)


Howard W. Mays, Chairman
James Broadhurt
Milton Rlchardson
Iola Wilcox
REVIEWEDFOR THE ATTORNEY  GENERAL
BY: Houghton Brownlee, Jr.
