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E Y GENERAL, 

EXAS 

Urrcb 13, 1997 

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Hoa, Robert 8, Gslvcrt Oplakoa No. WW-50 

ComptmUer of Public Accouatr 

Capltoor station ! Re:, Whether or not the tag provided 

Auetn. Texua for by Ahcticle 7047m,, VAX., 

rccrks *re all acts in connoctlon wtth the transfer occur 

out#Ur the bounderies of Tcr~ 

except tha’ r*cordln# of the 

‘, t,ranrfer on the offlclal books 

Dear Mr. Calvsrt: of tlkTe**a etqoratlon, 

You:: ropwat the ,optnfon of tbfr of&x M to whether 

Article 7047m, Vernun’s Clvll St8tutes,, im.poser a *tamp tux upon 

the transfer of tbe stock of a corporation when every incident of the 

trtutofer occurs outride the Istate, ercapt the trwsfer upon the hooks of 

the cOrp0ratiOa 

Firmt, it rbould be noted tbaf the @at&e upoa which frur 

t 

rlor opinton. NQ, O-3713, wus bar4b no .longer prevritr. Article 1334, 

,c&, upon wblt* oar prior opinion wbs rendered, bus become inoperative rod bar been rupeisadrd by Article 133~0-1, VA.&, of the Unfform 

lbeh Transfer Act. 

ft Is no iotqer required tbot l tock be transferruble only on 

the books of the Wtl#rMon ,in r,uch 6aamer AS the by-luws nuy 

prsscrtbe to complets the rrle or trsnrfer. The Court bold k tkr cuse 

199 S.W.Zd 792 (‘X%x. 

e’ 1358-i, VGB., ar followr: 

“Qn small pieces of pqtor are wrtttsn tbe 8vfUencc 

of foMmer, It is tborefore of great importance that 

these titlas‘ qhould rest on l mme foundation; . . The m&r 

purpore of the Oniform Act tn to mate certificate6 of 

stock the 601~ represaatuttva of the shares which they 

represent. . . . A transfer of stock certificate is made to 

“The above section negstlves the necessity of a 

transfer on tbu books of the cornpuny. Such transfer 
‘m* Robert S. Calvcrt, page 2 (WW-58) 

,,,, 

: 

under the Act becomes no more than the recording 

of a deed to land. ,..* (Emphuio rupptied) 

Therefore, under the undisputed facts, es submitted. by 

you. transfer. of stock in a domestic corpordtion is speclfically 

exempt from the taxby th$ portion of Article 7047m, Sectton,,L, 

V.C&, rrrtilnq aa follows: 

,, ,~,’ :, ,~ ,,’ 

I. , .,; xux In reopact to ohwee or certificates 

of stock or certificates of rtghts to s,tock. or csrtt#ficatee 

of ~depooit reprerenttng certtftcmter of the character tared 

by this Article, in any domerrtic associ(L.tion, company, O,P 

corperatioo, If n&her the sble, nor the order’ for, nor’ 

,agrecat& to buy, nor the agreement to sell, nor the 

memor*qdum of @ale, aor &e hlkety ir made In ti$fs’ 

r,tatep. . .” : 

Yocr $. tIlor6rom rmpedftbtip i&l&d tbst, ii+ ‘*t&&i 

t&w ,14 due an tb treaofer of. certff4catra .of rtock of a douu&te 

corpor+tAon under the frets perented by you, 

The’ tax statute exempted, and exempts, foom:~tbe 

& tax, transfers, the requisites are concluded 

without the State, “when no Act necessary to effect 

the sale or trrnsfer is done in this State”. 

Former Article 1334 required transfer oa the 

corporate books. That statute, was repealed and 

1358-l was substituted which provides transfer is 

by andorrement and delivery and specifica!ty piovlde# 

trsnrfer on the booke is not a requisite, even though 

required by the corporate charter and by-laws. 

The Snyder Case holds the *transfer is effectuated 

‘without regard to trrnsfer on the books of the 

company”. The LegSstature thereafter amended the 

tax statute with presumptive knowledge of the repeat 

of 1334, the enactment of 1358c1;, and the constru?- 

t&on givtn the latter in the Snyder Case, yet it did 

not t&x “recorded transfers”. Rtcording the transfers 
i 

#o& Rokit I, ,$4lvcrk, pye 3 ‘IWW-58) 

b mt ryu$eltc to the arle or trmefcr. 

Therefore, U 411 that LB to he doas La Toma 

i& to mcord t?w trmofcr “m Act wcesaarj 

to effect the 041s or tranefer Le done lf~ thi6 

Bt&e” and the tranrraction le tax esem)t. 

Yourr Ay, 

WILL WILSON 

Attorney General 

APPsfovEb: 

OPINION COMMITTEE 

X. Gruly Chandler, Chairman 

LPL:cs