~HNEY GENEKAL 

Honorable Sidnes Latham 

Secretary of State 

Austin, Texas 

Attention: Mr. R. J. (Bob) Long 

Head of Charter Division 

Dear Sir: Opinion No. O-5707 

Re: Extension of the charters of 

the corporations under the 

facts stated. 

Your letter of November 10, 1943, requestingthe opinion 

of this department on the questions stated therein reads in 

part as follows: 

"This office approved and filed a charter 

of a corporation with an authorized capital stock 

of $40,000,00 on July 3, 1919. The charter provided that the corporation should exist for a 

period of twenty (20) years, thereby making the 

charter expire July 3, 1939. Should this office 

approve and accept for filing as of this date an 

instrument proposing to extend the charter of 

said corporation for an additional period of 

twenty (20) gears? 

"This office approved and filed a charter of 

a corporation with an authorized capital stock 

of $lO,OOO.OO on February 1, 1893. The charter 

provided that ,the car oration should exist for 

a period of fifty (50 P years,,thereby making the 

charter exprre February 1, 1943, Should this 

offIce approve and accept for filing as of this 

date an instrument proposing to extend the charter 

of said corporation for an addit,ional period of 

fifty years? 

“The amount of the filing fees are not in 

quest,Ion. 

"Both corporations have continued to pay 

franchise taxes to this department and their taxes 

are paid to May 1, 1944." 
Honorable Sidney Latham, page 2 O-5707 

The corporations under consideration are private corporations organized under the general laws of this State each 

having the amount of capital stock mentioned and each being 

organized for profit, Said corporations do not support any 

literary or scientific undertaking or maintain a library or 

promote painting, music, or other fine arts, The corporations 

were not incorporated as benevolent, charitable, educational, 

or missionary undertakings. Therefore, Article 1315, Vernon's 

Annotated Civil Statutes is not applicable to said corporations. Stated another way the above mentioned corporations 

are not authorized to revise their charters under the provisions of said article. However, Articles 1315(a) land 1315(b) 

were enacted by the 45th Legislature in 1937 and authorize all 

private corporations incorporated under the general laws of 

Texas to extend their charters and the corporate existence of 

any such corporation for an additional period not to exceed 

50 years from the expiration date of the original charter, 

or any extension thereof, with all the privileges, powers, 

ammunities, rights of succession by its corporate name, and 

rights of property, real and personal, exercised and held by 

any such corporation at the expiration date, to the same intents and purposes as upon the original incorporation, provided, the extension of the charter is made at any time within 

ten years prior to the expiration of its charter. 

Article 1.387, Vernon's Annotated Civil Statutes, among 

other things, provides: 

"A corporation is dissolved: 

"1 O By the expiration of the time limited in 

its charter, 

Article 1389, Vernon's Annotated Civil Statutes, provides: 

"The existence of every corporation may be continued for three years after its dissolution from 

whatever cause, for the purpose of enabling those 

charged with the duty, to settle up its affairs, 

In case a receiver is appointed by a court for this 

purpose, the existence of such corporation may be 

continued by the court so long as in its discretion 

it is necessary to suitably settle the affairs of 

such corporation," 

It will be noted that Article 1315(b), supra, expressly 

provides: 
Honorable Sidney Latham, page 3 O-5707 

"The provisions of Article 1315(a) shall extend to and include all private corporations incorporated underthe general laws of Texas. The 

period of ten (10) years prior to the expiration 

of the charter or' an extension thereof referred 

to in Article 1315(a Y shall include the period of 

time during which such corporation may have continued its existence under the provisions of 

Article 1389 of the Revised Civil Statutes of 1925." 

It is stated in Thomason on Corporations, Volume 

page 599: 

"A corporation is dissolved ipso facto and its 

powers as a corporate entity ceases on the expiration of the period of the time stated in the 

charter or governing statute. It is dead in law 

and its existence as a corporation can only be 

continued thereafter by legislative action . . ." 

8, 

Generally speaking as stated In our opinion No. O-2974: 

"All corporations are, of course, creatures 

of the law and they possess just such attributes, 

rights and privileges as are provided by law and 

no more. They are creatures of law for convenience 

sakej and possess the attributes of legal entity 

as a person capable of doing the things which they 

are authorized by the charter to do and no more. 

"They therefore possess corporate life as a 

legal entity in accordance with the charter and 

the laws authorizing such charter. When, under the law, that corporate life has expired, 

there is no legal entity, for it, too, has expired with the life of the organization or corporation." 

The charter of one of the corporations mentioned expired July 3, 1939. With reference to this corporation you 

are advised that it is our opinion that your office has no authority to approve and accept for filing at this date an instrument proposing to extend the charter of said corporation. 

The charter of the other corporation mentioned in your 

letter expired February 1, 1943. If this corporation has continued its existence under the provisions of Article 1389, 

Vernon's Annotated Civil Statutes, it is our opinion that your 

office has the legal authority to approve and accept for filing 

at this date an instrument extending the charter of said cor- 
Honorable Sidney Latham, page 4 o-5707 

poration. In connection with this statement it will be noted, 

as heretofore stated, thatthe period of ten years prior to 

the expiration of the charter or the extension thereof referred 

to in Article 1315(a) shall include the period of time during 

which such corporation may have continued its existence under 

the provisions of Article 1389, Vernon's Annotated Civil Statutes. 

327) 9 

(See the case of Tenison, et al. v. Wilson 151 S,W. (2d) 

Yours very truly 

ATTORNEY GENERAL OF TEXAS 

By s/Ardell Williams 

Ardell~~Williams 

Assistant 

AW:ff:wc 

APPROVIXI NOV 26, 1943 

s/Gerald C, Mann 

ATTORNEY GENERAL OF TEXAS 

Approved Opinion Committee By s/BWB Chairman