-OFFICE OF THE ATTORNEY GENERAL OF TEXAS 

AUSTIN 

*moYcm smA=ms 

Arrom”w.” G&S”CL - . 

Honorable D. 6. Oreer 

Stata Highway Engineer 

Texas Highway Department 

Austin 26, Texas 

Dear Ur. Oreerr 

I. 

recent date, whioh 

the legal registratruokiw oorporatioa derrigaatier Town 

: ; .~ 

Rrinoipal oi'fioe admittedly ia in B County. '. 

"It is our.thougE that under the oiroumetanoee. 

the ‘iruoking oorporation 0hould register ita motor vohiolea in B county, the county in whloh it admittedly 

maintain8 ite prlnoipal plaoe o? buslneae.a 
~roti your question aod la order to eimplity our 

wmer, we assume that tha oorporation in qusation ha8 the sole 

legal title to, r&bt of poaaeaolon and oontrol OS said motor 

vehlalsa> This leaves us the taek of detereinlng the county 

in which the owner (the eorpor’;!tion in queetion) resides, be 

i8 provided in resgeot ta regirtration of inotor veblolea in 

mtiole 6676~-2, Vsrnonia Auuotated Clvll :Xatutes, 1925. Said 

Art~ole provide81 

w3very owner of a motor vehlole, trailer 

or seal-trailer wed or to be used upon the pub110 

highways oi this State shall applg l aoh year to the 

3tate Kiixhwav Deuartaent throuuh tlm Counter Tax Colleotor oi tbir o&nty ia whioh iio resides fir tin reglafratloa o? each suoh vehiole owued or oontrolled 

by hla for the enrulng or ourreat oalenda$ yew or 

unexpired portion thereoi; * * *” (Unders?oriw ourr) 

i-4 automobiles owner 1s held required to re$tster 

automobile in aouaty of owaer@a reaidenos, aa against oontaatloa 

auto&bile oould her registered In any oounty within at ate. 

f. State, (Crfm. kpp.) 94 3. *. (2d) 180. 

QP 

It is a well settled rule of 1s~ in this rtate that 

a oorporation ia a “person” withia the meaning of thst tera aa 

uae$ in oonstltutionrl and statutory provlsionr. 

Jur., Q. 655, snd oaaea there olted, 

701. 10, Tax. 

mtiole 1304, Seotion 3, Vernon’s Annotated Civil 

atutes, 1925, Wrequirea the lnoorporatora tg ‘state, in the 

ProWsed oharter, the plvoa or places where tin busiaesa of t~he 

ktmided oorgoratioa 1s to be trsnsaotsd. This m~ana, not that 

the charter isl required to atate the pl*oa whbre-:t$e prinolpal 

Orri0e iii to beg looated, but that thb 0rriOe must be, eotablirhed 

and 

631. 

!mintained:‘.wfthln the limits of the eta.t@.’ 10 Tax. Jur.., 

W~tha abaenoe of express atatutory piwisiaa ii%- 

ia8 the lociality or the reridenoe or a oorpar:ition for partiouL~:plp 

QuWoaea withIn the state by which it was oreatsd, the gerbral ‘, 

rule 18 that its residence 1s ‘where itr, prlnolpsl office or pltlce 

or businetss ir .” 13 ;~ner. Jur., pY.ge 28%. 
322 

fbnor<ible D. C. Graer, p-i@ 3 

*It 1s very generally held that a corporation 1s 

an inhabitant of the state under whose law it is inoorporated, 

and that it has a resldenoe wherever it conducts its ordinary 

business.” Pfttsburg &ater Heater Co., f. Sullivan, 115 Tex. 

a7 (Corn. App,), 288 S. W. 576, and oases therein cited; Sanders 

v. F.srmarst State Bank, (Cir. ~pp.)‘, 288 S. Vi, 635. 

In order to determine the county of residence, we 

first must de.tsrimlne whether e charter reoltatlon as to the 

plaoe buslnese is to be transaoted 18 c~n~l~slve over the aotual 

*itUs or. the prinolpal plaoe of bualnese. 

In thie respeot and ae sa& pertains to the question 

Of venue of suits against Oorporatione, the follrmlng &a been 

said z 

In the ease or B rd Cattla Co. v. Texas Vegetable 

Union. (Civ. Am.). 28 8. w. 1 2d) 990, It was held th t where 

the oi&ter itiiii-rixe5 two plebe8 wtien its prinoipal 0rri068 

are located, and, although only one of euch places :l~ actually 

;ct, both are avollable for venue of a suit against said oorpora- 

. 

In the ease of Hawk k Buok Co. v. Cassldy, (Civ. 

App.), 264 S. W. (26) 1145, wherein tbr controlling question wee 

whether the reoltatlona in the oharter OS the oorporatlon designating Dallas County ae its plaoe of buslnees wee euffiole&, to retain the venue tnere even though the oorporetlon wai not, in reality, 

USing suoh oounty aa a place of residence, the Oourt held ae followr : 

*Article 1304, V.A.C.S., rsqulree that the 

charter or any private oorporatlon muet set forth 

the *pl.aoe Or places where Its buelness 1s to br 

transaoted.’ Suoh statutea aie, no doubt, for the 

obvloua purpose of avoldidg disputes aa to the oomPany’s *place of business’ or *domIol~e* and .to determine ‘venue, fix a situs ‘for the purpose of gsnerel 

~urlsdlotlon and taxation,’ and to apprlos the stookholders where they may go to inepeot t~he books and 

reOoIde or their oompeng. 

iid 

Flteoher Cyo. Corp., Psrm. 

l C deo. 4046. The domicile of ths defendant oor- 
poratlon in thle oase wtis thus fixed in Del.laa 

County for the purpose of venue*u:tfl ohanged in 

some manner..authorised by law. In this 

deoislon, however; we do not wish to be understood 

au holding that’the provisions of the oharter fix 

the venue exolusivsly in Dallas County. The prlnolpel oi’fios of the oorporatlon is admittedly in 

Tarrant County and thus venue against it might also 

be there under aubdlvlaion 93 of Article 1995. V. 

A. c. s. The~aonolusivenesa of the reoltatlonr In 

the oharter must neoeasarilg be oonetrued against 

the oorporetlon und not lo its iavor so as to permit 

It to remove a nuit from ths County of its aotual 

resldenoe to one designated in its oharter.” (Underoooring ours) 

The effeat of the ruling, as announced in the two 

oases next above mentioned, on our question would~ seem to be 

that suoh ohartar recitation is e declaration against the lnterest of the corporation and es suoh must be atrl,o9~y construed, 

against the oorporotlon and not in Its revor. 

Those cases, rpeolfically on the venue question, 

refused to allow the oorporetlona to &y “hide end go seek” 

with plaintiffs end take advantage or them aerely beoauee of 

a tallaoloue etatement previously made by the ,oorporatlons la 

their charter es to the plaoae where their buslnsss is .to be 

tranaaoted. This prlnolple, if applied to the question now 

before us, would eeem to rorbid the owner oorporatloa to ohoose 

arbitrarily lta registration sltus through a mere reoitatlon in 

its ohiirter when in truth and f’aot it doe8 not have even an otfiae In euoh oounty so ohoeen. To hold the contrary would be 

aoastrulng the ohuter reolta.tion as oonolusive in favor of the 

corporation and allow ah obvloue subterfuge et the will of the 

i 

oorporat Ion. 

1~ 

:\ 

a situation eimilar in some respect8 to the one 

ln question was deoided by the Dallas Court of Civil Appeala 

P on the theory that the situs of the ho:- oflloe in regard to 

tax matters was a question of faot, and the realtetlone in the 

by-laws were not oonoluslve, and held aa follows: 

“The undisputed evidence ehows that defendant 

maintains the oharlaCer of offloe in Dallas that is 
324 

honordble D. C. Greer, Page S 

Unually terrmsd a *home office’ end does not aainteln auoh en offloe in the elty of Austin, thougO 

lta by-law8 deeigmte the olty of Xustln es its 

hODK8 0ffiCe. In the former city la the 0rri00 0r 

the ixeoutlve heede of the easoclation, ngd in the t 

olty is tranaeoted all such business of thi, aaaooletlon as 18 uaually tranaaoted at a home oftioe. In 

view of this raot, the trial oourt found as a feat 

thst tha home office was in the oity of Dallas, and 

we are’of the opinion that woh finding is warranted 

by tha uudlaputed fada in this oaae.* Texas &nployera* SM. Asa’n. v. City of Dallea, S 9. 1y. (2d) 

614 (oiV. APR.) (writ ibf.)r 

As a by-law la merely a rule of aotion in aooordenoe with whloh the affairs of the corporation are to be conduoted, 

and aubjeot to the ohsrtsr and statutory provlal0na, both, the 

oharter,reoitation aa to where its bualnesa la to be transeoted, 

end the by-law passed la aooordsnae with said ohsrter reoltetlon, 

atend on the same plane es to their oonolusivenesa; 

The fuota iis set out in ybur letter olearly show 

that the oorporetlon in question *maUt$na no office of any kind 

either in Town A or eleewhero in I County.* 

Let It be deflnltely ,understood that wa are not 

ruling here on where tha raafdenoe for registration purposes 

would ba if the oorporatlon had an office in the county v&t at 

the plaos deai6nated ln the ohsrter in addition to an offlaa in 

another county. 

Considering the above, we hold that tin legal residence of the oorporatlon in question for thb purpose of reglatratlon or its motor vehlolea, on the baala of tba faota as set 

out in your letter, ie in B County and l$ot in X County. 

,Truetlng thla answers your question, we are 

Yours very truly