Hon. H&O.Flowers

Secretary ot State Austin, Texas
Bear Sirt upA~AonNo, Q-2038 Ret Fllln& f&e for pany aharter. renewal of railroad aomThis will acknowledge receipt of your letter of March 1 1940, in which you seek the oplnlon of.thlB department on the proposition of the correct filing,~ee to be charged a railroad corporation upon the filing of,a renewal where the charter **thereof had**  expired by lapse ,of time.
Artlale 6268;Tltle 112, _ReviBedCivil Statutes of Texas 1925;~authorizes the renew&i1of a chaPtier of a railroad company. Thi: article **ie** sileiIt as to the emountof,the fee to be charged therefor.

Artlole 3914, Re,vlBedGlVil Statutes of Texas, 1925, provides the feee to be.charged by the Secretary of.State for the filing of the various Instruments required .bylaw t,o,befiled In that office. Paragraph one thereof readst

"Upo~~flllng each charter', amendment,,or supplement thertbo of a'channel anddock, railroad, magnetic telegraph line, etreet ral.lw&y or expres corporation, ,afiling fee of TwoRundred ($.200.00~ Dollars, provlded,.that if the authorlaed capital stock exceecls OneHundredThousand ($lOO,OOO.OO)Dollars, anadditional
fflllng fee'of Fifty Cents for each OneThbusand ( l,OOO,OO) Dollars authorieed capital sfock.or,fra.ct onal part thereof,; after the first doneHundredThouBand($100,000.0~)~~Do~~arB, Bhall be paid."
Article 1315(a), Revised Gltvll Statutes of Texas, 192.5, deals with the right of private corporation~e~organieed under Titl,e 32, Revised 01~11 Statutes, to renew their ohartera. Thensamereads:

"Subjeat‘to a finding by the Secretary of State aB.herelnaf%&r provided, anyprivate corporation organized or incorporated for any purpose or parposes authorized under.thlB Title, at any tlme within ten (10) years prior to the expiration of its chazter, or any extension thereof, may,.extend such ohaMer and the corporate exlstence of such corporation for an addlt.lonal period ofHon. M.O. Flowetis, Page 2 o-2038

not to exceed fifty (50) years from the expiration date of the Original charter, or any extension thereof, with all the privileges, powers, sion by ita corporate name, Immunities, right of succesandrights of property, real andPersonal, eXerCl8ed andheld by It at Buchexpiration date, to the sameintents andpurposes as upon original Incorporation. Tha

### manner of extending any such charter shall be by a,resolution in writing, adopted at anyannual or BpeCial meetin&of stockholdera called for that purpose by stockholders holding amajority of the shares of capital stock of such corporation then outstanding, suc#~ resolution to specify the period of time for which the charter Is extended, anda copy of such resolution, duly certified by the secretaryof the corporation, under the corporate seal, shall be filed andrecorded In the office of the Secretary of State.’ Uponthe adoption of such resolution andthe filing of a certified copy thereof with the Secretary of State, together with payment of the filing fee harein prescribed, the charter end corporate existence of such corporation 

### maybe extinded for the additional period of time recited in Buchresolution. Thefiling fee to be p&id for any such extension of a charter shall be such fee’as said corporation would be required under the Statutes of Texas to pay in the event it was then applying for a newcharter Instead of extending its then existing charter.

“Such extensions, however, maybe madeonly in Instances where the Secretary of State shall have found, after proper investigation, that such corporation is solvent and its capital unimpaired. ”

The above quoted artiale waspassed at the regular session ofthe 45th Legislature. Thereafter, at the first called session of the sameLegislature, Article 1315(b) ~waspassed,mik.lng Article 1315(a), Bupra, apply to all private corporations. It reader

“Theprovisions of Artiole 1315(a) shall extend to and inolude all private corporations incorporated under the general laws of Texas. The,period of ten (10) years pri r to the expiration of the charter ol) any extension t ereof referred to in Article 1315(a) shall lnR elude the period of time during which Buch~ corporation mayhave continued its existence under the provisio!B of Article 1389 of the Revised Civil Statutes of 1925.

That portion of ArticJ.e 39Z4, supra, with which weare here concerned is a’general statute providing fofl the collection of filing fees by the Secr&ry of $tate for, the filing of

...each charter, amendment, or supplement thereto. Whereas, Articles 1315(a) and 1315(b), swra, a?% special statutes dealing with the sole subject oftrenewals of charters. It is OUTopinion that there Is no conflict between Articles 3914, 1315(a) and 1315(b) Thelatter articles merely makeprovision for something not q&i??%iy covered by Article 3914.

Article 1315(a) provides thatt0-203s

.....The filing fee to be paid for any such extension of a charter,ahall be such fee as said corporation would be required under the Statutes of Texas to pay In the event it was then applying for anewcharter instead of extending Its then existing charter....*

This provision Is madeapplicable to railroad,corporations by the terms of Article 1315(b), supra. Suchprovision necessarily refers
**UB** to Article 3914, supra,,for a d&termination of the correct fee to be charged. Thefiling fee required by such article for a newcharter 1s TwoKur@red ($200) Dollars plus Fifty cents (50#) for each OneThousand ($1,000) Dollars capital stock of fractional part thereof over andabove the first OneHundredThousand ($100,000) Dollars. Webelieve this to be the proper basis for calculating the filing fee tobe paid upon the filing of a renewal or extension of a railroad companycharter.
Yours very truly
ATTORNEYCIENXRALOFTEXAS Bya/ Lloyd Armstrong Lloyd Armstrong Assistant

LAt AW:wc

ApPRm PiARm 30, 1940 s/ Oerald C. J&m AlTORNEp O%NERAL OF TEXAS
Approved Opinion Committee.by s/BwBChairman