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.Simust be specifically

adopted.

The pertineut

parts of your requestfor au opinion of this department read:

~“A foreigaoorporatiotihaving a permitto do businessin Texasunder Subdivision

37 of Artiale 1302nowwishes to have the additional powers granted by Chapter15 of Title 32 of the RevisedCivil Statutes. These powersare set out in Articles1495 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 aoceptthe protisious of Chapter15 must be filed,

may a foreignoorporation mend its permit to aooept theseprovisions.

"It has been the praotioe of this DepPrbnent,where a foreiguaorporation wishedto ohauge its pslmit~ frCar one subdivision

of &ticle 1302 to another, to requiw the corporation to surrender

its permitandtaka out a new permit under the oorreotsubdivision. In this ease, howeve r, the,oorporation wishes to keep its presentpurposeclause, and also to nake mrtain that it has the rights,

powsrs and privileges granted

by Chapter15. 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 prospsotfor, developand 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 oreatedfor the purposeof 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.)"

SuchArtiolems anended by Aots of 1935, 44th Legislature, page 296, Chapter110. The ssnendatory aot 1~8 designated 88 SeaateBill lb. 169. We believethe 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 Subdivl**SiOh** 3 of Article 1496 of Title 32, Chapter15, of the Rsvised Civil Strtutes

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

in each of saidArtiolee, 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 othermineral 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 oaptionthat the adVantages afforded

by Chapter15, 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 herebydeclared

to have, in addition the powers emsnerated in this chapter, the power to carry on the businessthereia nubhorised

outsideof as nell
as dthin this State;to own and operaterefineries, easingaadtreatiag plants,sales offices, warehouses,

docks, ships,tank oars and vehiolee necessary

intie oonduot

of their %msiaessa

and to oaueethe formation of corporations

outsideof this State, not exoeeding

one in aw ststte,

territory or foreigncountry, whose purposes

and pouers exercised shallbe 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 holdingis 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 holdinga foreignpermitthereuuder,,~Qnuld be required

to speoifioally

adopt the provisions of Chapter15, suprr, ia order to avail itself of the advantages affordedthereby. 3tt is our further opinionthat a corporation oreated

under Subdivision

37 of such &tiole, or holdinga 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 purposeof suoh oorporation a8 to preventthe execution thereof,

shall bs of any foroe or effect."

It is our opinion,

therefore,

that a foreign oorporatioa holdinga permit under Subdivision

37 of Artiole 1302may not amead its psmnit so as to ohenge its purpose to that authorised ly Subdivision

36 thereof in order to avail itselfof the provisions of Chapter15, supra. It muld be required to surrender

its present

permitandtake out a new one under Subdivision 36, and to specifically adopt the provisions of Chapter

15. Of ooursethis aould not be done unlessthe purposeolausecontained in the oharter

of the oorporationwas sufficiently broad to permit au applioation under Subdivision

36.

He do not mean to hold that all foreigncorporatioas seeking

a permit totransaot

businessintie Stateuuder Subdivision 36 of ktiole 1302 0~11,
as a matter of right, adopt the,provlsions of Chapter16, supra. It is neoessaryto ascertain from the charter of the corporation

whether or mot suoh corporation

has the rightsand privileges afforded

by Chapter15 in the state of its oreation. If it has suoh rightsad powers in the state which granted the charter,

it may adopt the provisions of Chapter15, and thus acquirethe
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 Chapter15.

A corporation,

besing solely a creature

of law, oaa have ao power beyondthat of the law whi‘oh gives it birth. Its capaolty to a& throughits agents out&de of the territorial limits of the jurlsdiotionwhich createdit 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 powersanywhere

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,

exceptby 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 AFPROVNDJULY 2, 1942 /d Grover Sellers Yoursvery truly FIR,$!$ ASSISTAUT, &ll'ORNEY GENERAL LA:mpWgW ATTORNEY GENBAL OFTEXAS APPROVED:

OPINIONCO?dMITTEE SW2 cHAIRXAN By /s/Lloyd Amsstroag Assists&