Hon. H&O. Flowers 

Secretary ot State 

Austin, Texas 

Bear Sirt upA~Aon No, 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, _ReviBed Civil Statutes of Texas 

1925;~ authorizes the renew&i1 of a chaPtier of a railroad company. Thi: 

article ie sileiIt as to the emount of,the fee to be charged therefor. 

Artlole 3914, Re,vlBed GlVil Statutes of Texas, 1925, provides the feee to be.charged by the Secretary of.State for the filing of 

the various Instruments required .by law t,o ,be filed In that office. 

Paragraph one thereof readst 

"Upo~~flllng each charter', amendment,, or supplement thertbo of a'channel and dock, railroad, 

magnetic telegraph line, etreet ral.lw&y or expres 

corporation, ,a filing fee of Two Rundred ($.200.00~ 

Dollars, provlded,.that if the authorlaed capital 

stock exceecls One Hundred Thousand ($lOO,OOO.OO) Dollars, an additional 

f 

flllng fee'of Fifty Cents for 

each One Thbusand ( l,OOO,OO) Dollars authorieed capital sfock.or,fra.ct onal part thereof,; after the first 

done Hundred ThouBand ($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. Then same reads: 

"Subjeat‘to a finding by the Secretary of State 

aB.herelnaf%&r provided, any private 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 of 
Hon. 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 succesand rights of property, real 

and Personal, eXerCl8ed and held by It at Buch expiration 

date, to the same intents and purposes as upon original 

Incorporation. Tha manner of extending any such charter 

shall be by a,resolution in writing, adopted at any annual 

or BpeCial meetin&of stockholdera called for that purpose by stockholders holding a majority 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, and a copy of such resolution, duly 

certified by the secretaryof the corporation, under the 

corporate seal, shall be filed and recorded In the office 

of the Secretary of State.’ Upon the adoption of such resolution and the 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 may be extinded for the additional 

period of time recited in Buch resolution. The filing 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 new charter Instead of extending its then existing 

charter. 

“Such extensions, however, may be made only 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 was passed at the regular session 

of the 45th Legislature. Thereafter, at the first called session of the 

same Legislature, Article 1315(b) ~was passed,mik.lng Article 1315(a), 

Bupra, apply to all private corporations. It reader 

“The provisions 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 R ereof referred to in Article 1315(a) shall lnelude the period of time during which Buch~ corporation 

may have 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 we are 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 oft renewals of charters. It 

is OUT opinion that there Is no conflict between Articles 3914, 1315(a) and 

1315(b) The latter articles merely make provision for something 

not q&i??%iy covered by Article 3914. 

Article 1315(a) provides thatt 
0-203s 

. . . ..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 a new charter instead of extending Its then existing charter....* 

This provision Is made applicable to railroad,corporations 

by the terms of Article 1315(b), supra. Such provision necessarily refers 

UB to Article 3914, supra,,for a d&termination of the correct fee to be 

charged. The filing fee required by such article for a new charter 1s 

Two Kur@red ($200) Dollars plus Fifty cents (50#) for each One Thousand 

($1,000) Dollars capital stock of fractional part thereof over and above 

the first One Hundred Thousand ($100,000) Dollars. We believe this to 

be the proper basis for calculating the filing fee tobe paid upon the 

filing of a renewal or extension of a railroad company charter. 

Yours very truly 

ATTORNEYCIENXRALOFTEXAS 

By a/ 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/BwB Chairman