Honorable Bert Ford, Administrator 

Texas Liquor Control Board 

Ahtin, Texas 

Dear Sir8 Opinion Ho. O-6644 

Rer Rhere a foreign corporation, with 

of without P pemit to dohtsiness 

in Texas, is an appliornt for a nonresident Seller's Permit under the Texas 

Liquor Control Act, and has filed in the 

office of the Secretary of State a power 

of attorney, designating its service agent, 

under the provisions of House Bill Elo. 709, 

has said foreign oorporation complied with 

Sm. 16$ of Art. 666, P.C., and Sec. 12 of 

ht. 667, P.C.? 

Is it the duty of the~Seoretary of 

State to determine whether the power of 

attorney is properly executed and does 

the Secretary of State and his suocessbrs 

in offioe have authority, Mder appointment 

by the applicant, to act as applicant"s 

service agent? 

Your letter dated 4ugust 12, 1949, requesting an opinion of this 

department conserning the above matter and submitting for approval "CERTIFE 

CaTR OF ILPPOINTUE'~ RESIDENT STATE AGEMV,' reads in part, to-wits 

"Section 14 of S.B. 117 enacted by-the Regular Session 

of the 48th Legislatum oreated a new Section to be known as 

Section 16& of Artiale 666 of the Penal Code. So far a8 this 

inquiry is concerned the pertinent parts of Section 15& aren 

**Section 1%. A.. (1) Non-resident Seller's Permits 

1. Bon-resident Seller's Permit shall bp required of all 

distilleries, wineries, immporters, brokers, and others 

who sbll liquor to the holders of permit authorizing the 

importation of liquor into Texas, regardless of whether 

such sales am oonswmneted within or without the State. 

Such pewit shall authorize the holder thereof tar 
Hon. Bert Pord,'Page 2 (O-5544) 

"'(a). Solicit or take orders for liquor from 

only the holders of permits authorieed to import 

liquor into this States 

"'(b). Ship, or cause to be shipped, liquor into 

Texas only in consuunsation of sales made to the 

holders of permits authorized to import liquor into Texas. 

"e(2)., No permit shall be granted to an applicant for a Non-resident Seller's Permit until it 

shall have been shown by the applioant that he 

has first filed with the Secretary of State a 

certificate oertif'ying that he has appointed an 

agent, resident within this State, together with 

the street address and business of such agent. 

All notices of hearing for refusal, cancellation, 

or suspension may be served upon the designated 

agent as required herein, or upon the permittee, 

or if a corporation, upon any officer thereof, or 

upon any other agent of the non-msident seller 

authorisad as suoh to sell liquor in this state, 

and all proceedings as to suoh hearings shall be 

as is otherwise provided by this Aate Service of 

notice in such manner shall constitute due processs 

provided further, that if any permittee shsll have 

failed to maintain within this state a desigmated 

agent for service as herein required, service may 

be had on the Secretary of State, and it shall be 

the duty of the Secretary of State to send any 

citation served on him to the holder of the permit 

by registered mail, mturn receipt requested, and 

such receipt shall be prdma facie evidemcs of service upon the permittee.* 

"Section 12 of Article 667 of the Penal Code provides as 

followss 

"QSec. 12. Any manufacturer, distributor, or person 

shipping or delivering beer into this State shall file with 

the Secretary of %ate a certificate certifying the name of 

his agent upon whom service may be had, and his or its 

street address and businessp and in the event such person 

fails to canply with this requirement within fifteen (15) 

days from the effect$ve date hereof the service may be had 

on the Secmtary of State in any cause of action arising 

out of the violation of this Act, and it shall be the duty 

ofthe Secret&y of Stats to send any such citation served 

on him to such person, rho may be in a foreign state, by 

registered mail, return reoeipt requested, and such receipt 

shall be prima facie evidenoe of service on suah person.' 
Hon. Bert Ford, Page 3 (O-5544) 

I( 0 . . 

"We respectfully request your opinion in snswerto the followquestions8 

'1. Where a foreign corporation has a permit to do business 

in Texas and files in the Office ofthe Secretary of State a 

Power of Attorney under the provisions of l&se Bill Noe 709, 

is the filing of said Power of Attorney a complianoe with the 

provisions of Section 16$* Article 666 of the Penal Code and 

Section 12, Article 667 of the Penal Code or shall said oorporation be required to file another form of a Power of Attornay to comply with Section 15& Article 666 of the Penal Code 

and Se&ion 12, Article 667 of the Penal Code? 

'2e Where a corporation does not have a permit to do business 

in Texas, but files a Power of Attorney ap ointing an agent for 

service in the Office of the Secretary of ! tats under the provisions of House Bill l+or 709, is said filing a compliance with 

the provisions of Section 15&, Artiole 666 of the PQnal Cbde 

and Seation 12, Artiole 667 of the Penal Code or shall said oorporation be required to file another form of a Power of &torney 

to comply with Section I&, Article 666 of the Penal Code and 

Section 12, Article 667 of the Penal Code? 

n30, Should this form provide for a showing as to whether the 

person filing the form is an individual, partnership, assooiation or a corporation? 

-4. If it is a corporation, what officers of the corporation 

shall sign the Power of Attorney? 

*se Should a copy of the minutes of the Board of Direotors 

of the corporation appointing the agent for 8QrvioQ acceanpany 

the Power of Attorney or would it be sufficient for the Power 

of Attorney to provide that the officers are aoting under the 

authority of the Board of Directors of the corporation, if the 

Power of Attorney is properly sworn to? 

"6e Is it the duty of the Secmtary of Stats to determine whether 

the Power of Attorneys are properly executed or shall the Seoretary of State merely file the instruments whether they= properly executed or in proper form? 

*7. If a person, partnershi or corporation in complying with 

the provisions of Section 1 5B Q, Article 666 of the Penal Code and 

Section 12, Article 667 of ths Penal Code desires to make the 

Secretary of State and his successors in office in their 
- r 

Hon. Bert Ford, Page 4 (O-6544) 

official capacity their agent for service in Texas, does 

the Secretary of State have authority to act as their 

agent for service? 

"If you answer question 7 in the affirmative, then 

please insert a provision to that effect in the Power of 

Attorney if it is necessary to make corrections inthe instrument. 

"If in your opinion the attached form is not a sub. 

stantial compliance with the lawn then we would appreciate 

it if you would prepare one that in your opinion does substantially comply with the lawe" 

* ” 

. . . e 

"House Bill No. 709, Sec. 2. The power of attorney 

required by this hot shall, in addition to stating the name 

and address of the agent, also stipulate that said agent is 

appointed as a corporation's service agent in Texas, and 

that said foreign corporation consents to the serpioe .of process upon said agent and that he shall be deemed as the sex-vice agent of said oorporation for all intents end purposes as 

oontmsplated by the statutes requiring such designation and 

appointment; said power of attorhey shall be acknowledged by 

the president or vice president, attested by the secretary 

and acknowledged in the manner and form as is required in 

acknowledgment of deeds in the State of Texas; said power of 

attorney shall, when executed, be filed in the office of the 

Secretary of State and shall beccme a part of the records in 

said office." 

Paragraph (2) under seotion 1% of Senate Bill 117 and Sea. 12 of 

Art. 667, P. C., provide that the certificate of appointment of the servioe 

agent show that the said service agent is a resident within this state, 

give the street address and business of such agent. The power of attorney under Section 2 of House Bill 709 does not require that the business 

of the agent be given. 

"house Bill No. 709e Sec. 1. No foreign corporation shall transact or do sny business in this State without first having filed in the office of the Secretary of 

State a power of attorney designating some individual who 

is a resident citizen of this state, as its service agent, 

upon whom process may be served in all suits, proceedings 

and causes of action s pending or hereafter filed in this 

state, in whioh said foreign corporation is a party, or 

is to'be made a party," 
Hon. Bert Ford, Page 5 (O-5544) 

In answer to your first and seoond questions, it is the opinion 

of this department that where a foreign aorporetion, with or without a permit to do business in Texas, is an applicant for a Non-Resident Seller's 

Permit under the Texas Liquor Control Act, it is required to file a power 

of attorney appointing a service agent in compliance with Sec. 15& of Art. 

666, P.C., and Sec. 12 of Art. 667, P.C. The filing in the office of the 

Secretary of State of a power of attorney, designating a servics agent, 

under the provisions of House Bill 709, is not a compliance with Sec. lf& 

of Art. 666, P.C., and SQO. 12, of ht. 667, P.C. 

In answer to your third question, it is the opinion of this 

department that where a corporation appoints a servioe agent the power of 

attorney should be signed by the president or vice president and attested 

by the seoretary and acknowledged. 

In ansrsring your fifth question, it is the opinion of this department that where the form appointing said service agent shows on its faos 

that the Board of Directors has authorized the president or vice president 

to appoint the semice agent and is properly 811)~n to, it is not necessary 

that a oopy of the minutes of the Board of Directors accompany the power of 

*ttorney. 

In answer to your sixth question, it is the opinion of this department that it is the duty of the Secretary of State to determine whether 

the powers of attorney are properly executed before they are filed. 

In answer to your seventh question, it is the opinion of this department that where a person , partnership or corporation appoints a service 

agent in compliance with the provisions of Sec. 15$, Art. 666, P.C. and Sec. 

12, Art. 667, P.C., desires to make the Secretary of State of Texas and his 

suooessors in office his or its agent for service in Texas, the Secretary of 

State has authority to act as such agent for service. 

lVs have carefully studied the form, "CERTIFICATION OF APPOIRTED 

RESIDENT STATE AGENT," which you submitted for approval and ws are of the 

opinion that said form is not a substantial compliance with Sec. 15-2, Art. 

666, P.C., and Sec. 12, Art. 667, P.C. We are attaching, hereta a form approved by this department as being in compliance ,with Sec. l&,.Art, 666 P.C., 

end Sac, 12, Art. 667, P.C. 

Very truly your* 

JOsFOregw 

Enclsoure 

APPROVED SEP 14, 1943 

's/Gerald C. &ran 

ATTORNEY GENERAL OF TEXAS 

ATTORBEY GEEERAL OF TEXAS 

By s/ Jesse Owens 

Jesse Owsns 

~ssistmt 

Bpproved Opinion Committee 

By GWB Chairman