E:TT~BBNEY GENERAL 

OFTEXAS 

PRICE DANIEL 

ATTOIlNEY GENERAL 

AU~TXN II. TEXAS 

March 9, 1948 

Reoonsideration of Opinion 

No. V-4194. 

Hon. Paul H. Brown 

Secretary of Stats 

'Austin, Texas 

ATTN: Wm. E. Stapp 

chief ) Charter Division 

Dear Sir: 

This Department has carefully considered your request of 

December 4, 1947, for a reconsideration of Opinion No. V-419, 

together with the briefs submitted by the attorneys for the 

United States Trust Company of New York and other similar 

corporations. 

The entire opinion file, together with the briefs above referred 

to, have been carefully conaSdered individually and in conference 

by various members of this Department; and in such consideration 

the intention of the Legislature and the equities governing the 

fndividual factual situations have been carefully weighed. 

It is. the view of this Department that prior to the enactment of 

the Texas Banking Code of 1943 (Title 16, Chapters 1-9, Arts. 

342-101 to 342-911, inclusive, Vernon's Annotated Civil 

Statutes), the sole statutory authority concerning the use of 

the word "trust " by a corporation in its name, stationery, or 

advertisSng existed by virtue of Art. 491, Revised Civil 

Statutes of Texas, 1925, which is in part as follows: 

"It shall be unlawful for any incorporated bank other 

than State bsnking corporations and national banks to advertise 

or put forth any sign as a bank, bank and trust company or 

savings bank, or in any way solicit or receive business as 

such or as any auah, or to use as their name or part of their 

name, or in or upon any sign, advertising, letterhead or 

envelope the work 'bank', rbanker,f 'banking,' 'truat,r'truat 

company,? rsavings bank,' *savings,' or any other which 

may be confused with the~name ofcorporations organized 

under this title.~,, Corporations heretofore organized under the 

general laws of this State, and foreign corporatrona heretofore 

or hereafter authorseed to do business in this State, 
-. 

-. . 

Hon. Paul H. Brown, Page 2, Reconsideration of V-419 

forfeit its charter, or if a foreign corporation, its permit 

to do business within this State. . . .'I (Emphasis ours). 

It is manifest from a reading of the foregoing statute that 

from the time of the passage of this Act In 1905 no domeatio 

corporation other than State banking corporations and national 

banks oould be granted a charter in Texas if the oorporate 

name contained any of the forbidden words named in the statute. 

However, it was possible for any foreign corporation, whloh 

was authorized by its charter provisions to use such prohibited 

name or part thereof, which had theretofore obtained a permit 

to do business in Texas or which might thereafter obtain such 

a permit to use the prohibited words ss a part of its 

corporate name, provided that such name was followed by words 

"without banking privileges," 

Although this article was a part of the general provisions of 

Title 16 9 Revised Civil Statutes of 1925, which dealt generally 

with the subject of banks and banking, nevertheless, it was a 

general statute affecting all corporations. Under the prov isiona of this law, permits were granted to foreign corporations which contained the forbidden words in their corporate 

names ; and it is presumed that the terms of Art. 491 relating 

to the use of the words %ithout banking privileges" were 

complied with by such corporations. 

However, 1943, when the Forty-eight Legislature enacted the 

Texas Banking Code of 1943, it specifically repealed Art. 491, 

Revised Civil Statutes of Texas, 1925, by the terms of Article 

342-911, V.A.C.S., and enacted in lieu thereof Art. 342-902, 

V.A.C.S., quoted in Opinion No. V-419. Here there was a 

specific repeal of the only legislative authority for the use 

of the forbidden words in the corporate names of foreign carporations obtaining a permit in this State, and no such 

authority then existed for the granting of such permit. In 

fact it was specifically forbidden by the provisions of Article 

342-902 above referred to. 

That this was the intention of the Legislature was further 

evidenced by that part of Art. 342-902 which states as follows: 

"This article shall not bar an individual from acting 

in sny fiduciary capacity, if he does not hold out to 

the public that he is conducting any branch of the trust 

business." (Emphasis ours) 

While it is true that there are many decisions to the effect 

that the word "individual" shall be construed to include the 

word "corporation" where the context clearly so indicates, 

nevertheless, such inclusion is not apparent when Art. 342-902 

is read as a whole. 
Hon. Paul II. Brown, Page 3, Reconsideration of V-419 

In view of the foregoing, we are constrained to adhere to our 

original Opinion No. V-419. 

* Yours very truly 

ATTORNEY GENERAL OF TEXAS 

s/ C. K. Richards 

BY 

C. K. Richards 

Assistant 

CKR/JCP/cg