THE,*~ORNEY GENERAL 

OFTEXAS 

Hon. Sidney Latham 

Secretary of State 

Austin, Texas 

Attention: Mr. R. J. Long, Head of Charter Division 

Dear Sir: Opinion No. o-6047 

Rt?: Filing fee to be paid by a profit 

,corporatlon converting to a marketing 

association under the terms of Art. 

5760, Vernon's Annotated Civil Statutes. 

Your letter of May 25, 1944, requesting the opinion of this department regarding the matters stated therein is as follows: 

"The provisions of Article 5760 authorize profit corporations 

to convert to marketing associations, as authorized by Chapter 8 

of Title 93, R. C. S. The last sentence of Article 5760 provides 

for the filing fee of such instruments. This office, under said 

provision, has been requiring the payment of a $50.00 filing fee. 

Please advise us what fee should be required under the provisions 

of Article 5760." 

Articles 5760 and 5764, Vernon's Annotated Civil Statutes, read as 

follows: 

"Article 5760. Any corporation or association organized under a previously existing statute, may by a majority vote of its 

stockholders or members be brought under the provisions of this 

Chapter by limiting its membership and adopting the other restrictions provided herein. It shall make out in duplicate a statement signed and sworn to by its directors, upon forms supplied by 

the Secretary of State, to the effect that the corporation or association has by a majority vote of its stockholders or members 

decided to accept the benefits and be bound by the provisions of 

this Chapter. Articles of incorporation shall be filed as required in the 8th Article of this Chapter, except that they shall 

be signed by the members of the Board of Directors. The filing 

fee shall be the same as for filing an amendment to Articles of 

Incorporation. 

"Article 5764. Each association organized hereunder shall 

pay to the Commissioner an annual license.fei of $10.00 which 

shall be exempt from all franchise or license taxes. For filing 
Hon. Sidney Latham, Page 2 (0-6047) 

Articles of Incorporation, an association organized hereunder 

shall pay $10.00, and for filing an amendment hereto, $2.50." 

"Article 3914, Vernon's Annotated Civil Statutes, provides, in part: 

'1. 0 . 0 Upon filing each charter, amendment, or supplement thereto, of a private corporation created for any other 

purpose intended for mutual profit or benefit, a filing fee of 

Fifty ($50.00) Dollars, provided that if the authorized capital 

stock of said corporation shall exceed Ten Thousand ($lO,OOO.OO) 

Dollars, it shall be required to pay an additional fee of Ten 

($10.00) Dollars for each additional Ten Thousand ($lO,OOO.OO) 

Dollars, of its authorized capital stock, or a fractional part 

thereof, after the first." 

The corporation now under consideration which is converting to a 

marketing association under the provisions of Article 5760, Vernon's Annotated 

Civil Statutes, was organized and incorporated under certain provisions contained in Article 1302, Vernon's Annotated Civil Statutes. 

It will be noted that a corporation created and intended for mutual 

profit or benefit is required to pay a filing fee of $50.00 for an amendment 

to its charter under the provisions of Article 3914 heretofore mentioned. It 

will also be noted that each association organized under Chapter 8, Title 93, 

is required to pay an annual license fee of $10.00 and that a filing fee of 

$10.00 is required of such corporations for filing articles of incorporation, 

and when an amendment is filed, the charge is $2.50. When a corporation changes 

its corporate structure in the manner provided in Article 5760, supra, it is 

entitled to the benefits of Article 5764, just as a corporation originally 

organized under the provisions of the Cooperative Marketing Act. However, it 

is our opinion that a corporation converting into a marketing association does 

not come under said act until its charter is amended as provided in said Chapter 

8, Title 93, Vernon's Annotated Civil Statutes and the filing fee for the amended 

charter paid. In other words, such a corporation converting into a cooperative 

marketing association is not entitled to the benefits of Article 5764 until 

and after its amended charter is filed and the filing fee paid authorizing such 

corporation to convert into a cooperative marketing association. Therefore, it 

is our opinion that the filing fee IS $50.00. It is our further opinion that 

the filing fee for any amendment to the Articles of Incorporation or Charter 

filed after the amendment heretofore mentioned is filed, will be $2.50 as authorized by Article 5764. 

AU:rt:iw:lm Yours very truly 

Approved - Opinion Committee by B. W. B. 

Chairman. 

APPROVED JUNE 7, 1944 

(s) Grover Sellers 

ATTORNEY GFXF.RALOFTEXAS 

By (8) Ardell Williams 

Assistant 

Attorney General of Texas