THEA'ITORNEYGENEIRAL 

OF TEXAS 

‘HILC WILSON 

*-l-ro- OENERAL July 18. 1960 

Col. Thomas C. Green. Secretary Opinion No. WW -884 

Texas State Board of Registration 

for Professional Engineers Re: Whether a corporation using 

Austin, Texas the words “engineering company ” in its name is in violation of Section 1 of the Engineering Registration Act. when the 

incorporators have not been duly 

registered or exempted under 

Dear Colonel Green: the provisions of such Act. 

Your recent request for an opinion on the above subject reads 

substantially as follows: 

Under date of June 20. 1957, Dalton:Hinds & 

O’Brien Engineering Company, 4125 Galveston Road, 

Houston, filed in the office of the Secretary of State 

Articles of Incorporation under the above name. 

According to the records of the State Board of 

Registration for Professional Engineers, none of the 

three, Dalton, Hinds or O’Brien, who are the named 

directors and incorporators, are registered as Professional Engineers under the laws of the State bf 

Texas. 

Dalton, Hinds & O’Brien Engineering Company filed its Articles of 

Incorporationwith the Secretary of State in June. 1957, and was subsequently 

incorporated. The incorporation of Dalton, Hinds & O’Brien Engineering 

Company being subsequent to the effective date of the Business Corporation 

Act, it is subject to the provisions of that Act. 

The Purpose CIause of Dalton, Hinds & O’Brien Engineering Company 

(as stated in the Articles of Incorporation) is: 

“The purpose or purposes for which the corporation 

is organized shall be the performance of engineering 

services, including construction and construction supervision, drafting and associated services. and consulting 

services, all in: the field of mechanical. petro-chemical. 

structural, civil. architectural, chemical process, electrical and, instrumentation, and to do ail things necessary 

or convenient for the accomplishment or the fur’therance. 
. . -. 

Col. Thomas C. Green, page 2 (WW-884) 

either alone or in association with other corporations, 

firms, or individuals. of any of the purposes of objects 

for which the corporation is organized. All of the aforesaid services will be conducted by or under the direct 

supervision of engineers who are duly licensed or registered in accordance with the laws of this State.” 

Your first question is: 

“Was the Dalton, Hinds & O’Brien Engineering Company lawfully incorporated in view of Article Z.OlB(2) of 

the Texas Business Corporation Act?” 

We answer this question in the affirmative. 

Article 2.0lB(2) Business Corporation Act provides: 

“B. No corporation may adopt this Act or be organized under the Act or obtam authorrty to transact business 

in this State under this Act: 

1. 

. . . 

“(2) If any one or more of its purposes for the transaction of business in this State is to engage in any activity 

which cannot lawfully be engaged in without first obtarning 

a lrcense under the authority of the laws of thus State to 

engage in such activity and such a license cannot lawfully 

be granted to a corporation.” (Emphasis ours) 

Section 17. Article 3271a. Vernon’s Civil Statutes. also known as the 

Engineering Registration Act, provides: 

“A firm or a co-partnership or a corporation, or a joint 

stock association may engage in the practice of professional 

engineering in this State. provided such practice is carried 

on by oniy professional engineers registered in this State.” 

(Emphasis added) 

The suggestion is made that since only individuals may be registered 

as professional engineers. a license may not be granted to a corporation and 

therefore incorporation for such a purpose is prohibited. 

In our view. Article 2.0lB(Zj. Texas Business Corporation Act, was 

only intended to’make clear that the Business Corporation Act passed in 1955 

did not repeal by implication those various provisions of other laws prohibiting the carrying out of special functions by corporations. See, for example. 

Section 3 of Article 21.14. Texas Insurance Code. forbidding the licensing of 

a corporation as a local recording agent. In the case of professional engin- 
Col. Thomas C. Green, page 3 (WW-884) 

eering, the Legislature has expressly provided that the practice may be 

carried on by a corporation requiring only that the agency by which such 

professional engineering services are actually rendered be registered 

engineers. Nothing in the Texas Business Corporation Act is inconsistent with this express provision of Section 17 of Article 3271a. therefore, 

it cannot be said that the provisions of the last named statute were repealed by the Business Corporation Act by virtue of any inconsistency. 

Nor has-Section 17 been expressly repealed. It is true that a corporation 

cannot get a professional engineer’s license, but more to the point is the 

fact that a corporation is not required to obtain a license to do what is 

permitted it by said Section 17. Since no license is required of a corporation to “engage in the practice of professional engineering,” the provisions of Article 2.01B(2), Texas Business Corporation Act, are not applicable. 

Your second question is: 

“Does the use of the words ‘engineering company’ in 

the name of the corporation violate Section 1 of the Engineering Registration Act when the incorporators have not 

been duly registered oreEm@& under provisions of said 

Act?” 

We hold that the use of the words in the corporate name is not in 

violation of such Act. 

Section 1 of the Engineering Registration Act, Acts of the 45th 

Legislature, Regular Session, 1937. chapter 404, page 816 (Article 327la, 

Vernon’s Civil Statutes, Section 1) reads as follows: 

“Section 1. That in order to safeguard life, health, and 

property, any person practicing or offering to practice the 

profession of engineering as hereinafter defined shall hereafter be required to submit evidence that he is qualified so 

to practice and shall be registered as hereinafter provided: 

and it shall be unlawful for any person to practice or off-er 

to practice the profession of engineering in this State. or to 

use in connection with his name or otherwise assume. use, 

or advertise any title or description tending to convey the 

impression that he is a professional engineer unless such 

person has been duly registered or exempted under the provisions of this Act.” 

The effect of this provision in this context is merely to prevent the 

use of the term “engineering” in the name of a corporation when the corporation is not entitled to engage in the practice of professional engineering. 

See WW-144.. Th,e fact that the name of the cTporation happens to include 

the last names of persons interested in the corporation who are not registered as engineers does not convey the impression that such individuals 
- - 

Col. Thomas C. Green. page 4 (WW-884) 

are ~entitled to act as professional engineers. As a practical matter there 

are many instances where ~the corporate name does not indicate that the 

person whose name is used is to perform any duty in behalf of the corpora-’ 

tion. Thus, for example, many corporations contain the name of their 

founder, long since deceased, and thereby incapacitated in rendering any 

services in behalf of the corporation. In our view the name only suggests 

that the corporation is authorized to practice engineering. Since we have 

held that the corporation is entitled to engage.in the practice of professional engineering, no violation of Section 1 of said Act is apparent. Since 

your third question was apparently predicited on answers different from 

those previously given, we make no reply to it. 

SUMMARY 

Article Z.OlB(Z), Texas Business Corporation Act,, 

does not prohibit incorporation for the practice of professional engineering where the actual practice is carried 

on only by registered professional engineers. 

Section 1 of the Engineering Registration Act (Article 

327la. Vernon’s Civil Statutes) does not prohibit using 

the words “engineering company” in its name where the 

incorporators and members have not been duly registered 

or exempted under the Act. 

Yours very, truly, 

WILL WILSON 

Attorney General of Texas 

BY &&L&&&& 

Fred B. Werkenthin 

FBW/pe 

APPROVED: 

Assistant Attorney General 

OPINION COMMITTEE: 

W. V. Geppert. Chairman 

Cecil Cammack, Jr. 

Elmer McVey 

James Irion 

C. K. Richards 

APPROVEDFOR THEATTORNEYGENERAL 

BY: 

Leonard Passmore