OFFICE OF THE ATTORNEY GENERAL OF TEXAS 

AUSTIN 

gooorable Ld. 0. ?lowora 

Becretary of State 

Austin, Texas 

Dear Sir; 

We are in receipt 

which you submit the followi 

@Qinlon 1 

t1on in the 

f October 16, 1989, In 

thle DoperWent for an 

tar 0r a oorporaerfaiament or 

1389, IJubairislosl 

aontlnus to accrue arter 

nt for the benbflt of 

active except for xlnd1n.g 

ubdlvlsion 7, Rerfsed Civil Strtutoe, 19E8, 

ie afosolvea : 

-9. Whenever a ocrporatlon ugoa proper ltulloial 

aeoertalxmnnt ia found ta be inaolrent.a 

inrtltudsd 

13 iay3ie ve. ieybe, (T.C.k. 1920) 820 9. W. 897, p%alatlff 

suit on a note erimited by Leyhc %uao C6mpary and to 

foreolose n lfen. After the exeoutian ot the note the layaCr Piano 
54 

Eon. k. G. Flowers, Page 2 

Company was adjudged a b&crupt and followlq such odjudloetion -de 

a CornposItIon with its uneeeurea oreditors. 

It was held by the court: 

“The next propoeltlon advanced by appellants la to 

the effeot that nci judgment oould be taken after diemiaeal of two of the dlreotore or the oorporation. We 

are lnallned to think that this proposition is also well 

5. it. 823. by virtue of the statute the alreotora OS the 

oorporatlon at the tIete OS Its dieeolutlon beoame trustee% 

to wind up its &faire, R.S. hrt. leoa. They act In said 

capacity colleatIvaly and suit oould not ba maIntaIned 

to estublieh a oorporate 1iab:lIty against any of them 

elngly.” 

%a have been unable to find any other oaee In this jurlealotlon passing upon this question and must therefore re?oipllta the 

above cited oaee es oontrolling your first question. 

An assignment for the benefit of aredItore~lr en absolute 

unuondl~Ional and Irrevocable voluntary oonveyance OS propertf by 

the debtor to the assignee in trust for tho purpose ot paying debts 

out of the proceeds thereof. The aeeIgnea takes absolute title to 

the property for the trusts expressed In the Instrument. 5 Tax. 

Jur. p. 59. A corporation r&ay make an a8eigmant Por the beneiit 

or orsaltors. Uller vs. Goodman, (T.C.A. 1897) 40 S. iY. 7425. The 

legal enity continues to exIet notwXth6tending there nay have been 

an aeelgnaent for the benefit o? oredltore sInoa Artiole 1%7, 

Revised Civil %atutee, 192s. which provides for the dleeolutIon 

ot corporatI&a does not provide that suah action shall dI8solYe 

the corporation. 

Artiole 7084, Revleed Civil Statutes, 1926, provlaee that 

“except as hereIn provided every aomeetlo and roreI$n OCrpOratiCn 

hertatofore or hereafter ohartered ;or ?iuthorleed to do business In 

Texas . . . a?iall pay In a&vanes to the Secretary of State a franoblae tax ror the year ~ollowlag,~ as theraln provided. We find 

no exception exempting oorioratione that have made assignment8 iOr 

banelit of creditors. Article 9099, Revlead Clvll Statutes, 1925, 

rate out a alffarant formula for oomputfng the tax of a oorpow*Ion 

‘aotually in prooeee of llquiaatlon.~ No doubt meiny aorporatlons 

whloh have made asslguments for the benerlt of ore&tore are In 

aotuel proooea ot’llquldatlon Jocklng. to a oomplete disfolution 

Ot the corporation, and would be governed by the terms of this 

etatute in oomputlng thair iranohlee tax. 
54! 

yion. M. 0. Flowers, ?a430 8 

Ii Ic oertaln Instancea It tight eeem Inequitable that 

euoh oorporatlona are required tc pay a franohlse tax, It mat be 

noted that they ere not wlthout remedy alma they my affect a diesolution under Artlola l?JSl, Gevlsad Civil Statutes, 1985, or make 

a reduotlon In their capital etock. 

It Is our opinion that an ordinary adjudloatlon In bankruptoy OS a Texas corporation Is a judiolal aeoartalnmant of inaolvanay within the n;tenlnf: of Artlola X%9, SubdlvIaIon 7, RevIsad 

Olvll Statutes, 1925. 

fn answer to your eecond queatlon, It Is cur oplnlon that 

the exaoutlon of a generel arslgumant for the benefit of oradltcre 

by a oorporatlon does not within lf88lt exempt euoh OOrpoIUtlOn 

rrcmthe papent oi a iranohIS8 tax. 

Yours very truly 

ATTORNRY GR%?.CRAL OF l'RXM3 

OCCIR 

Assistant 

.: ATTOFMEY GEEUW, OP !Cn