Honorable John L. Hill Opinion No. C-750 

Secretary of State 

State Capitol Building 

Austin, Texas Re : Authority of Secretary 

of State to file an 

Application for Renewal 

of Certificate of 

Authority of a dissolved foreign 

corporation and related 

Dear Mr. Hill: question 

In your opinion request you have asked whether your 

office has the authority to file an “Application for 

Renewal of Certificate of Authority” which has been 

submitted by a dissolved foreign corporation. The submitted application Indicates on Its face that the 

corDoration is no longer engaged In normal business 

operations, has no authorized capital stock, stockholders 

or outstanding capital stock and has no stated capital. 

Foreign corporations seeking to renew a certificate 

of authority must comply with Article 8.05 of the Texas 

Business corporation Act which requires, among other 

things, that the applying corporation state the purpose 

or purposes which it proposes to pursue In transacting 

business in Texas, the number of authorized shares which 

the corporation may Issue, the number of outstanding 

capital shares and the stated capital of the aorporatlon. 

Clearly, the application submitted by the corporation 

d~oes not fulfill these requirements. We accordingly 

hold that your office does not have authority to file 

an Application for Renewal of Certificate of Authority 

which does not comply with the provisions of Article 

8.05, such as the one submitted by the dissolved foreign 

corporation in question. 

You also ask whether the dlssolved corporation is 

transacting business in Texas under the facts submitted 

with your opinion request. The corporation was dissolved 

In its domiciliary state on October 30, 1964, and Its 

Certificate of Authority in Texaa has recently expired. 

The corporation has leased an office, employed four 

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Honorable John L. Hlll,page 2 (C-750) 

persons and obtained a telephone listing for the purposes 

of defending lawsuits pending against it, prosecuting 

its claims, and winding up Its affairs. The corporation 

maintains a sum of cash in Texas in various demand 

accounts or time deposits for the purpose of paylng 

known and contingent claims. Except for defending 

lawsuits, prosecuting its claims, paying claims against 

it and winding up its affairs, the corporation Is not 

engaging in any activity In Texas. Upon final winding 

up of its affairs, the corporation will distribute all 

remaining assets to former shareholders. 

Under Section 278 of the General Corporation Law 

of Delaware, the domiciliary state of the corporation 

in question, a corporation continues to exist for a 

period of three years after dissolution for the limited 

purposes of suing, being sued and winding up Its 

affairs, but not for the purpose of continuing the business 

for which it was organized. Article 8.01 of the Texas 

Business Corporation Act provides that: 

11 

. . . 

"B., Without excluding other activities 

which may not constitute transacting business 

In the State, a foreign corporation shall not 

be considered transacting business in this 

State, for the purpose of this Act, by reason 

of carrying on In this State any one (1) or 

more of the following activities: 

"(1) Maintaining or defending any 

action or suit or any admlnlstratlve or 

arbitration proceedings, or effecting the 

settlement thereof or the settlement of 

claims or disputes to which it Is a party. 

II 

. . . 

“(3) Maintaining bank accounts. 

I, 1, 

. . . . 

Under the facts submitted, the principal activltles 

of the corporation in question fall within the above 

quoted exceptions of Article 8.01. Any other activities 

In which the corporation may be engaged, as set forth 

In the submitted facts, are merely incidental to the 

main activities and are not of sufficient moment to 

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Honorable John L. Hill, page 3 (C-750) 

constitute transacting business. We are of the opinion 

that under the submitted facts the corporation is not 

transacting ,buslness in Texas within the provisions 

of the Texas Business Corporation Act. 

SUMMARY 

The Secretary of State does not have 

authority to file an Application for Renewal of Certificate of Authority which 

does not comply with Article 8.05 of the 

Texas Business Corporation Act. 

Under the facts submitted, the 

corporation In question is not transacting business In Texas within the 

,provlsions of the Texas Business 

Corporation Act. 

Yours very truly, 

WAGGONER CARR 

Attorney General of Texas 

JWF:sh 

APPROVED 

OPINION COMMITTEE 

W. V. Geppert, Chairman 

Roy B. Johnson 

Mark W. White 

Milton Richardson 

Wade Anderson 

APPROVED FOR THE ATTORNEY GENERAL 

By: T. B. Wright 

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