Honorable Wm. J. Lawson 

Secretary 0P State 

Austin, Texas, 

Dear Sir: Attention:' Will Mann Richardson 

O&&on No. O-3304 

Re: Whethes th,e'Holland Texas 

Hypotheek Bank of Amsterdam, 

Holland, will ,be doing business~in Texas under the recited facts. 

You,havw requested the opinion of this department upon the question of whether the Holland Texas Bypotheek sank of' imstwrdam, Holland, under the recited facts, 

may surrender ita permit to do business in Texas and not 

be subject to liability there,altwr for doi,% business in 

Texas without a permit. Thwre was enclosed with your rwquest4wtter a copy of ~a letter ftiom the attornwy for the 

corporation which rwcitws the following facts: 

"The Holland Texas Hypothwek Bank of Amsterdam, Holland, Incorporated under the laws 

of the Kingdom of Netherlands, was granted a 

pwrmlt to do business in Texas on November 30, 

1931, whloh permit will expire on November 30th 

of this gear, In May, 1940, the Netherlands 

waa invaded by Germany and occupied by Pores 

and as a rwsult of such invasion and for thw 

purposes of protecting the assets,oP the subjects ~of the Kingdom of' the Netherlands, the 

President issuwd a proclamation Prewzing all 

of said funds located within the United States. 

On May 24, ~1940, the Royal Nethprlands Oovernment residing in London, promulgated its dwcrww 

wherwbg the title to all propwrty,in the United 

Ztatws was vested In the Nethsrlands Ctovernmsnt. 

Under the dwcree, the Minister of the Netherlands 

'wad appointed Attorney:in Fact for the Government 

and was duly wmpower,ed to delegate the authority 

vested in him. 
Honorable Wm. J. Lawson, Pagw 2, (O-3384) 

"For the purpose of placing an additional 

protection around the assets of this corporation 

as against thw enemy, it became necessary to 

adopt a plan in the nature of a reorganization. 

In brief, the plan followed was to organizw a 

domestic corporation under the laws of this 

State, said corporation being designated the 

Holland Texas Mortgagw Compeny with an office 

in Port Arthur, Texas. All of the assets of 

the Holland Texas Hypotheek Bank of Amsterdam, 

Holland, were transferred to the Holland Texas 

Mortgage Company. Since said date, the domicile of the Amsterdam corporation has bwwn 

changed undwr Dutch law to Wlllemstad, Curacao. 

The, only asset now hwld by the Holland Texas 

., Hypothewk Bank of Willwmstad, Curacao, is a 

mortagw on the assets of the Holland Texas 

" Mortgage Company which bears Interest. The COPporatlon does not perform any of the acts authorized under its permit but continues to maintain an office in Port Arthur, Twxas. All business such as erecting or repairing any building 

,or improvwmwnt and thw loaning of money, etc., 

Is done by the Holland Texas Mortgage Compeny." 

The question of whether a forwign'corporation is 

doing intrastate business in Texas is essentially one of 

fact. The casws arw legion which dwal with the problem. 

Particularly is this true where therw is the relationship 

of parent and subsidiary, or one otherwise contractural. 

We cannot categorically say, as a matter of law, 

either that the Hypotheek Bank of Amsterdam will or will 

not be doing business in Texas henceforth. The statement 

that the Holland corporation will have a mortgage on the 

assets of thw Texas corporation, which bears interest, suggests many possibilities relative to the actual relationship between thw two corporations. Likewise, the recitation 

that the foreign corporation will continue to maintain an 

office in Texas does not descrlbw the activities or Sunations 

thereof. Moreover, the statement that the Holland corporation will not continue to pwrform any of the acts authorized 

under its pwrmit or its charter is a legal conclusion, requiring both a knowledgw of the provisions of the corporationls 

permit and charter, together with an understanding of that 

which the corporation will continue to do in Texas. 

Certainly thw'maintenancw oft en office in Texas 

auggwsts the doing OS business in Texas. In King v. Monitor 
. -c 

Honorable Wm. J. Lawson, Page 3, (0-3384) 

Drilling Company, 92 9. W: 1046, 1047, 1048, it was said: 

"And unless a foreign corporation is transacting or soliciting business in this State, or. 

has an office here, it is not rwquired under Eese 

circumstances to havw a permit to do business to 

enable it to sue in our courts * * *w (Jbnphasis 

ours) 

In Morton v. Thomas & Sons Company, 93 3. WI 711, 

712 (cited by the corporation*s attornwy'in the ,abovw mentioned letter), the sign;niSicance ofthe maintenance of an 

office was recognized by the court as follows: 

"Thw petition disclosers that plaintiff, a 

corporation organized and,doing business in Kentucky, holds the two notes executed and delivered 

to it by defendant in Texas and made payable in 

,Galvwston of that State. It is not disclosed that 

it had been doing business in this State, and such 

allegations do not bring it within the operation 

of the statutes. : The case of Chatman v. Hallwood 

(Tex. Civ. App.) 75 S. W. YbY, does not control, 

f th the plaintiff corporation alleged th 

i?had'%oSSice in Dallas County, 

at 

T wxas, thus 

bringing itself clearly and affirmatively within 

%hw terms of the statute. The exact point was 

a id d b thi t in line with our present 

c%cl~sio~ in &TV. Monitor Drilling Co. (rwcwntl decided by this court) 92 8. W. 1046. 

* * *' (Emphasis ours) 

In Bank of America v. Whitney Central Matlonal 

Bank, 261 U. 3. 171, the Supreme Court of the United States 

held that the corporation was not doing business in New York, 

and speaking through Mr. Justice Brandies said at page 173: 

"The Whitney Central had what would populatly be called a large New York business. The 

transactions were varied. important and expensive. But it had no place of business in New 

York. * * *" (Emphasis ours) 

Perhaps, however, the fact of thw maintenance of 

an office of itself is not conclusive of thw question as to 

whether the Holland corporation will be doing business In 

Texas. As said by Mr. Justice Holmes In Edwards v. Chile 

Copper Company, 270 U. S. 452, "the activities and situation must be judged as a whole". 
- ‘_ 

Honorable Wm. J. Lawson, Page 4, (O-3384) 

The general rule touching the question of whether 

a foreign COrpOratiOn is tPaXMactiIIg business in a state 

is summarized In l&a Corpus Jurls, Pagw 1270, Section 3977, 

as follows: 

"Thw general rule is that when a foreign 

corporation tranacts some substantial part of 

its ordinary business in a state, it is doing, 

transacting, carrying on, OP engaging in buslness thwrwin, within the meaning of the statutes under consideration." 

An interminable discussion'could be had upon this 

question in the light of the numwrous casws in which it 

has been involved. We do not, however, bwlieve that such 

would swrve a useful purpose in this opinion, The cases do 

demonstrate, howwver, why this department cannot with propriety categorically rulw upon the quwstion of whether the 

Holland Texas Hypotheek Bank will be doing bUSinWSs in Texas 

under the limited statement of facts before UB. 

YOUPB very truly 

ATTORREY GENERAL OF TEXAB 

By /s/ Zollie C. Stwaklg 

Zolllw C. Stwakley 

Assistant 

ZCS:LM:EAC 

APPROVED MAY 1, 1941 

/s/ Glenn R. Lewis 

ACTING ATTORKEYGERERAL 

APPROVED 

OPIRION 

COMMITTEE 

BY B.W.B. 

c-