# 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 thewords “engineering company” in its name is in violation of Section 1of 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 onthe above subject reads substantially as follows:

Under date of June 20. 1957, Dalton:Hinds & O’Brien Engineering Company, 4125Galveston Road, Houston, filed in the office ofthe Secretary of State Articles ofIncorporation under the above name. According to the records ofthe State Board of Registration for Professional Engineers, none ofthe three, Dalton, Hinds or O’Brien, who are the named directors and incorporators, are registered as Professional Engineers under the laws ofthe 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 ofthe Business Corporation Act, it is subject to the provisions ofthat 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 ofengineering services, including construction and construction supervision, drafting and associated services. and consulting services, all in: the field ofmechanical. 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. ofany of the purposes of objects for which the corporation is organized. All ofthe aforesaid services will be conducted by or under the direct supervision ofengineers who are duly licensed or registered in accordance with the laws ofthis State.” Your first question is: “Was the Dalton, Hinds & O’Brien Engineering **Com** pany lawfully incorporated inview ofArticle 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) Ifany 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 inwithout first obtarning a lrcense under the authority ofthe laws ofthusState 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 ajoint stock association may engage in the practice ofprofessional engineering in this State. provided such practice is carried onby 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 apurpose 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 3ofArticle 21.14. Texas Insurance Code. forbidding the licensing of a corporation as a local recording agent. Inthe case ofprofessional engin-Col. Thomas C. Green, page 3 (WW-884)

eering, the Legislature has expressly provided that the practice **may** be carried onby 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 17ofArticle 3271a. therefore, it cannot be said that the provisions ofthe last named statute were repealed by the Business Corporation Act by virtue ofany inconsistency. Nor has-Section 17been expressly repealed. Itis true that a corporation cannot get aprofessional engineer’s license, but **more** tothe point is the fact that a corporation is not required to obtain a license to dowhat is permitted it by said Section 17. Since no license is required ofa corporation to “engage in the practice ofprofessional engineering,” the provisions ofArticle 2.01B(2), Texas Business Corporation Act, are not applicable. Your second question is:

**“ Does**  the use ofthe words ‘engineering company’ in the name ofthe corporation violate Section 1ofthe Engineering Registration Act when the incorporators have not been duly registered **oreEm@&** under provisions of said Act?” We hold that the use ofthe words in the corporate name is not in violation of such Act.

Section 1ofthe Engineering Registration Act, Acts ofthe 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 topractice the profession of engineering as hereinafter defined shall hereafter be required to submit evidence that he is qualified so topractice and shall be registered as hereinafter provided: and it shall be unlawful for any person topractice or off-er topractice the profession ofengineering inthis 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 aprofessional engineer unless such person has been duly registered or exempted under the provisions ofthis Act.” The effect ofthis provision in this context is merely toprevent the use ofthe **term** “engineering” in the name ofa corporation when the corporation is not entitled to engage in the practice ofprofessional engineering. See WW-144.. Th,efact that the name ofthe cTporation happens to include the last names ofpersons 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 apractical matter there are many instances where ~thecorporate name does not indicate that the person whose name is used is toperform any duty inbehalf ofthe corpora-’ tion. Thus, for example, many corporations contain the name oftheir founder, long since deceased, and thereby incapacitated in rendering any services in behalf ofthe corporation. In our view the name only suggests that the corporation is authorized topractice engineering. Since we have held that the corporation is entitled to engage.in the practice ofprofessional engineering, no violation ofSection 1of said Act is apparent. Since your third question was apparently predicited onanswers 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 ofprofessional engineering where the actual practice is carried on only by registered professional engineers. Section 1of 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