~HNEY GENEKAL

Honorable Sidnes Latham Secretary of State Austin, Texas Attention: Mr. R. J. (Bob)Long

Head of CharterDivision
Dear Sir: OpinionNo. O-5707 Re: Extension of the charters of the corporationsunder the facts stated.
Your letter ofNovember 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 corporationwith an authorized capital stock of $40,000,00on July 3, 1919. The charterprovided that the corporation should exist for a period of twenty (20)years, therebymaking the charter expire July 3, 1939. Should this office approve and accept for filing as of this date an instrumentproposing to extend the charter of said corporation for an additional period of twenty (20)gears? "This office approved and filed a charter of a corporationwith an authorized capital stock of $lO,OOO.OO on February 1, 1893. The charter provided that ,thecar oration should exist for a period of fifty (50 P years,,therebymaking the charter exprre February 1, 1943, Should this offIce approve and accept for filing as of this date an instrumentproposing 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. "Bothcorporations 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 corporationsunder considerationare private corporations organizedunder the general laws of this State each having the amount of capital stockmentioned and each being organized for profit, Said corporationsdo not support any literary or scientificundertaking or maintain a library or promotepainting,music, or other fine arts, The corporations were not incorporatedas 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)land1315(b) were enacted by the 45th Legislature in 1937 and authorize all private corporations incorporatedunder the general laws of Texas to extend their charters and the corporate existence of any such corporation for an additionalperiod not to exceed 

### 50 years from the expirationdate of the original charter, or any extension thereof,with all the privileges,powers, ammunities, rights of successionby its corporatename, and rights of property,real and personal, exercisedand held by any such corporation at the expirationdate, to the same intents and purposes as upon the original incorporation,provided, the extension of the charter ismade at any timewithin 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: "1O By the expirationof the time limited in its charter,

Article 

### 1389,Vernon's Annotated Civil Statutes, provides: "The existence of every corporationmay be continued for three years after itsdissolution from whatever cause, for the purpose of enabling those chargedwith theduty, to settle up its affairs, In case a receiver is appointedby a court for this purpose, the existence of such corporationmay be continuedby the court so long as in itsdiscretion 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

"Theprovisions of Article 1315(a) shall extend to and includeall private corporations incorporatedunderthe general laws of Texas. The period of ten (10)years prior to the expiration of the charter or' an extension thereof referred to inArticle 1315(a Y shall include the period of time during which such corporationmay have continued its existenceunder the provisions of Article 

### 1389of 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 existenceas a corporation can only be continued thereafterby legislativeaction

. . ." 8,

Generally speakingas stated In our opinionNo. O-2974: "All corporationsare, of course, creatures of the law and they possess just such attributes, rights and privilegesas 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 thingswhich they are authorized by the charter to do and no more. "They thereforepossess corporate life as a legal entity in accordancewith 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 expiredwith the life of the organization or corporation." The charter of one of the corporationsmentioned expired July 

### 3, 1939. With reference to this corporationyou are advised that it is our opinion that your office has no authority to approve and accept for filing at this date an instrumentproposing to extend the charter of said corporation. The charter of the other corporationmentioned in your letter expiredFebruary 1, 1943. If this corporationhas 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 instrumentextending the charter of said cor-Honorable Sidney Latham, page 4 o-5707

poration. In connectionwith this statement itwill be noted, as heretofore stated, thatthe period of ten years prior to the expiration of the charter or the extension thereof referred to inArticle 1315(a) shall include the period of time during which such corporationmay have continued its existenceunder 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/ArdellWilliams Ardell~~Williams Assistant AW:ff:wc
APPROVIXI

NOV 26, 1943 s/Gerald C, Mann ATTORNEY GENERAL OF TEXAS Approved Opinion CommitteeBy s/BWB Chairman