Ron. 11111 Mann Richardson 

Assistant Seoretary of state 

Austin, Texas 

Dear Sir: Opinion aso. 0-30b3' 

Rer Benefits afforded by Chapter 16, 

Title 32 of R.C.Si must be specifically adopted. 

The pertineut parts of your request for au opinion of this department 

read: 

~“A foreiga oorporatiotihaving a permit to do business in Texas under 

Subdivision 37 of Artiale 1302 nowwishes to have the additional powers granted by Chapter 15 of Title 32 of the Revised Civil Statutes. These powers are 

set out in Articles 1495 through 1507. Attorneys for the oompauy have raised 

tha following questions: 

"1. mether the provisions of that Chapter apply to the corporation, 

eventhough it doss not specifically aooept them. 

‘2. If a speoifio intention to aocept the protisious of Chapter 15 

must be filed, may a foreign oorporation mend its permit to 

aooept these provisions. 

"It has been the praotioe of this DepPrbnent,where a foreigu aorporation wishedto ohauge its pslmit~ frCar one subdivision of &ticle 1302 to another, to requiw the corporation to surrender its permit andtaka out a new permit under the oorreot subdivision. In this ease, howeve r, the,oorporation 

wishes to keep its present purpose clause, and also to nake mrtain that it has 

the rights, powsrs and privileges granted by Chapter 15. s 

Subdivision 37 of Artiole 1302, readsr '37. To establish end maintain au oil business uith authority to oontraot for ~the lease and purohase 

of the right to prospsot for, develop and use ooal and other minerals, petrolsulnand gas: also the right to erect, build and ems all meoessary oil tanks, 

oars and pipes neoessary for the operation of the tisiness of the ssme. (Acts 

1897, p. 188; G. L, Vol. 10, p. 1242; Aots 1915, p. 225.)" 

&t,icle 1495, Vernon's Annotated Civil Statutea, oontained in Chapter 15, Title 32, to whiohrefersnoe was nade in, your inquiry, readtj 
- 

Hon. Will Ram Rlohardson, page 2 (05003) 

"This Chapter &raoes oorporations oreated for the purpose of 

storing, transporting, b~%ag aad selling oil, gas, salt brine and other 

mineral solutions and liquefied minerils2 also sand and clay for ti 

uanufaoture and sale of clay produots).andthe production of oil andgas. 

(As aaeaded Aots 1935, 44th Leg., p. 296, oh. 110, S 2.)" 

Such Artiole ms anended by Aots of 1935, 44th Legislature, page 

296, Chapter 110. The ssnendatory aot 1~8 designated 88 Seaate Bill lb. 

169. We believe the oaption of the Bill is significant. It reads in part: 

"An Aot mending &zbditision 36 of Article 1302, Title 32,.Chapter 1, of 

the B vised Civil Statutes of 1925, and amending Article 1495 and SubdivlSiOh 3 of Article 1496 of Title 32, Chapter 15, of the Rsvised Civil 

Strtutes of 1926, so as to add, after the words *mineral solutions,t in 

each of said Artiolee, the words 'and liquefied minerals,' . . . and 

amending..." 

Subdivisioa 36 of Article 1302, Vernon's Aunotatsd Civil Stntutes, 

reads: "36. To store, transport, w and seli.oil, gas, salt; brine and 

other mineral solutions and liquefied minerals; also sand'and clay for the 

manufaoture and sale of olay produots. (As &aended Acts 1935, 44th Leg., p. 

296, ch. 110, 8 1.)' 

Thus it seems clear fromthe LsgislatiVe expressioa oontained ia 

the above quoted oaption that the adVantages afforded by Chapter 15, supra, 

were to en-tend tothose corporations oreated under Subdivision 36, mpra, 

and not to those oreatsd under Subdivision 37 above quoted. 

Artdale 1506, Vernon's ¬ated Civil Statutes, provides: 'Carporatioa6 organised under fhi6 ohapter whioh shall file with the Secretary 

of State a duly authoriaed aoaeptanoe of the provisions of this law, are 

hereby declared to have, in addition the powers emsnerated in this chapter, 

the power to carry on the business thereia nubhorised outside of as nell 

as dthin this State; to own and operate refineries, easing aadtreatiag 

plants, sales offices, warehouses, docks, ships, tank oars and vehiolee 

necessary intie oonduot of their %msiaessa and to oauee the formation of 

corporations outside of this State, not exoeeding one in aw ststte, territory or foreign country, whose purposes and pouers exercised shall be 

only those coaferred by law upon the forming or holdings oorporation aa 

inoorporated under the lam of Texas, and om and hold the stook of suoh 

oorporation when the effeot of such formation or stock holding is not 

substantially to lessen competition or otherwise to violate laws probibiting trusts rmd monopolies and ooaspiraoies ia restraint of trade. 

(Acts 1915, p. 82.)' 

~lb beliem,.that a corporation previously oreated under Subdivlsion 36 of Article 1302, or holding a foreign permit thereuuder,,~Qnuld be 

required to speoifioally adopt the provisions of Chapter 15, suprr, ia 

order to avail itself of the advantages afforded thereby. 3tt is our further opinion that a corporation oreated under Subdivision 37 of such 

&tiole, or holding a foreign permitthereunder, oould hot adopt the 
_ .- - A 

Hon. Will harm Riohardaon, page 3 (O-3003) 

provisions thereof. 

He believe there is suoh a differenoe in Subdivisions 36 and 37 as 

toibll within the prohibition oontained in Article 1314, Vernon's Akmotated 

Civil Statutes, to the effeeof that: 

sNo amendment or ohmgo violative of the Constitutioa or lawe of 

this State or say provision of this title or which so ohanges the original 

purpose of suoh oorporation a8 to prevent the execution thereof, shall bs 

of any foroe or effect." 

It is our opinion, therefore, that a foreign oorporatioa holding a 

permit under Subdivision 37 of Artiole 1302 may not amead its psmnit so as 

to ohenge its purpose to that authorised ly Subdivision 36 thereof in order 

to avail itself of the provisions of Chapter 15, supra. It muld be required 

to surrender its present permit andtake out a new one under Subdivision 36, 

and to specifically adopt the provisions of Chapter 15. Of oourse this aould 

not be done unless the purpose olause contained in the oharter of the oorporationwas sufficiently broad to permit au applioation under Subdivision 36. 

He do not mean to hold that all foreign corporatioas seeking a permit totransaot business intie State uuder Subdivision 36 of ktiole 1302 0~11, 

as a matter of right, adopt the,provlsions of Chapter 16, supra. It is neoessary to ascertain from the charter of the corporation whether or mot suoh 

corporation has the rights and privileges afforded by Chapter 15 in the state 

of its oreation. If it has suoh rights ad powers in the state which granted 

the charter, it may adopt the provisions of Chapter 15, and thus acquire the 

ssme rights ia Texas. On the other hand, if it does not have such rights in 

the state of its creation, it may not acquire them in this State by virtue of 

an attempted adoption of Chapter 15. 

A corporation, besing solely a creature of law, oaa have ao power 

beyond that of the law whi‘oh gives it birth. Its capaolty to a& through its 

agents out&de of the territorial limits of the jurlsdiotionwhich created it 

must, in any given ease, be determined primarily ly its charter and the laws 

of the state or sovereignty under and by virtue of whioh it hasbeen created 

and fromwhich it has derived its fFArJOhi8e. It is always subject to these 

laws, and they have a parmsount influence over its oorporate powers wherever 

it undertakes to exeroise therm. Indeed, it is said that it oan have no oapacities and oaa exercise no powers anywhere which are not expressly or by impliaation given by the laws of the state which created it. Its oorporate 

onmoitg and powers oannot be enlarged or ohanged by the laws of the other 

states inwhioh it is psrmftted to do business, except by reinoorporation of 

the association there. See Annotation 44 A.L.R. 16; 47 A.L.R. 15641 97 A.L.R. 

4773 119 A.L.R. 464; see also 23 Am . Jur. pp. 83-85 and 23 Am. Jur. Foreign 

aorporations 880. 790 

AFPROVND JULY 2, 1942 

/d Grover Sellers Yours very truly 

FIR,$!$ ASSISTAUT, &ll'ORNEY GENERAL 

LA:mpWgW ATTORNEY GENBAL OFTEXAS 

APPROVED: OPINION CO?dMITTEE 

SW2 cHAIRXAN By /s/Lloyd Amsstroag 

Assists&