Hon. Tom L. Beauchamp

Secretary of State Austin, Texas Dear Sir: OpinionNo. 

### O-745 Re: Renewal of the charter of Weatherford,MineralWells & NorthwesternRailroad Co. Your request for an opinion as to the amount of the filing fee to be charged for the renewal of the charter of the Weatherford, Mineral Wells & NorthwesternRailroad Company, and as to whether the renewal resolutionand certificate shouldbe submittedto the Attorney General's Department for examinationand approval, has been received by this department.

Article 

### 6268of our Revised Civil Statutes expresslyprovides the manner for renewing the charter of a railroad corporation. None of the articles relating to railroadsmake'anyprovisions for the filing fee of the renewal of a charter.'

We think that the filing of the renewal resolution and certificate of this concern is an amendment to the original charter, and the filing fee is fixed by the terms of article 

### 3914~, of,our Revised Civil Statutes.

Article 

### 3914,

Revised Civil Statutes, reads, in part, as follows:

"The Secretary of State is authorized and required to charge for the use of the State the following other fees: "Upon filing each charter, amendment, or supplement thereto of a channel and dock, railroad, magnetic telegraph line, street railway or express corporation,a filing fee of two hundred ($200.00) dollars,provided, that if the authorized capital stock exceeds one hundred thousand ($lOO,OOO.OO)dollars, an additional filing fee of fifty cents for each oneHon. Tom L. Beauchamp,page 2 

### (O-745)

thousand ($l,OOO.OO)dollars authorized capital stock or fractionalpart thereof, after the first one hundred thousand'($lOO,OOO.OO)dollars shall be paid." Your letter recitesthe capital stock of this corporation is $100,000.00. The above article provides for filing fees of each charter,amendment or supplerkent thereto of certain corporations, among them "railroads"and we think this article is decisive of your first question. The filing fee is two hundred ($200.00)dollars.

We call your attentionto volume 13 of American JurispNdence, section 

### 85,page 228 which reads as follows:

"A mere extension of a cbrporateterm of existence,made.eitherbefore or after the expiration of the original term is uniformly held to constitutea contihuationof the old and not the creation of a new ,corporation." There are a good many cases as authority for the above stat.ement,

one of them being the case of Ohio Tie Co. v. Brunner, Secretary of State, 

### 146SW 

### 749,a Kentucky case. We also find as a concurr+g authority on this question a'foraer opinionby this department to the Eon. A. J.~Power,Assistant Secretary of State, Way 22, 

### 1933,

written by Pat Dougherty,Assistant Attorney General' and found in opinionbook No. 

### 346,at page 529.

As to the submissionof the renewal tc thls'deepartment for examinationand approval, you are'familiarwith article 

### 6263 of our Revised Civil Statutes,which reads as follows:

'The articles of incorporation,when .so prepared, adopted and signed, shallbe submitted to the Attorney General, and, if he finds them to be in accordancewith the provisions of this chapter and not in conflictwith the laws of the United States, or of this state, he shall attach thereto a certificateto that effect." In view of our holding that this renewal is an amendment to the charter of the above corporation,we do not think that it is necessary to submitthe renewal resolution to this departmentHon. Tom L. Beauchamp,page 3 (O-745)

for its examinationand approval. We do not think article 

### 6263 requires that it be done sincethis procedure is amendatory in character. Yours very truly ATTOMEY GENERAL OF TEXAS

By /6/Morris Hodges

Morris Hodges Assistant MH:omb:lln APPROVED: I4 Gerald C. Mann ATTORNEY GENERALOFTEXAS

APPROVED OPINION COMMITPEE BY /s/ GRL CHAIRMAN