### THE,*~ORNEY GENERAL
OFTEXAS

Hon. Sidney Latham Secretary of State Austin, Texas
Attention: Mr. R. J. Long, Head of Charter Division

Dear Sir: OpinionNo. o-6047 Rt?: Filing fee to be paid by a profit ,corporatlonconverting to a marketing associationunder 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 authorizeprofit corporations to convert to marketing associations,as authorizedby Chapter 8 of Title 93, R. C. S. The last sentence ofArticle 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 shouldbe required under the provisions of Article 5760."
Articles 5760 and 5764,Vernon's Annotated Civil Statutes,read as follows:
"Article 5760. Any corporationor association organizedunder a previously existing statute,may by a majority vote of its stockholdersor members be brought under the provisions of this Chapter by limiting itsmembership and adopting the other restrictions provided herein. It shallmake out in duplicatea statement signedand sworn to by its directors, upon forms suppliedby the Secretary of State, to the effect that the corporation or associationhas by a majority vote of its stockholdersor members decided to accept the benefits and be bound by the provisions of this Chapter. Articles of incorporation shallbe filed as required in the 8th Article of this Chapter, except that they shall be signedby the members of the Board of Directors. The filing fee shallbe the same as for filing an amendment to Articles of Incorporation.
"Article 5764. Each association organizedhereunder shall pay to the Commissioneran annual license.fei of $10.00 which shallbe exempt from all franchise or license taxes. For filingHon. Sidney Latham, Page 2 (0-6047)

Articles of Incorporation,an association organizedhereunder shall pay $10.00, and for filing an amendment hereto, $2.50."
"Article 3914, Vernon's Annotated Civil Statutes,provides, in part:

'1.0

. 0Upon filing each charter,amendment, or supplement thereto, of a private corporationcreated 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 shallbe required to pay an additional fee of Ten ($10.00)Dollars for each additionalTen Thousand ($lO,OOO.OO) Dollars, of its authorized capital stock, or a fractionalpart thereof, after the first."

The corporationnow under considerationwhich is converting to a marketing associationunder the provisions ofArticle 5760, Vernon'sAnnotated Civil Statutes,was organized and incorporatedunder certainprovisions contained in Article 1302,Vernon'sAnnotated 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 charterunder the provisions ofArticle 3914 heretoforementioned. 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 corporationsfor filing articles of incorporation, and when an amendment is filed, the charge is $2.50. When a corporationchanges its corporate structure in the manner provided inArticle 5760, supra, it is entitled to the benefits of Article 5764, just as a corporationoriginally organizedunder the provisions of the CooperativeMarketingAct. However, it is our opinion that a corporation converting into a marketing associationdoes 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 cooperativemarketing 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 Incorporationor Charter filed after the amendment heretoforementioned is filed,will be $2.50 as authorized by Article 5764.
AU:rt:iw:lm Yours very truly
Approved - Opinion Committeeby B. W. B. Chairman. APPROVED JUNE 7, 1944
(s) Grover Sellers ATTORNEY GFXF.RALOFTEXAS
By (8)Ardell Williams

Assistant

Attorney General of Texas