**OFFICE OF**  **THE ATTORNEY**  **GENERAL OF**  **TEXAS AUSTIN** 

Honorable Claude Isbell Secretary of State Capitol Station Austin, Texas Attention: Luther Estes Dear Sir:

Xe have received yo which is quoted as follows:

ection with

il Corporation, a bout July 17, 1946, ertificate of reffice classified ent to its original rgoration and demanded payment iling fee of $50.00 as provided 914 R.C.S. of Texas as amended.

e 1537 R.C.S. of Texas provides foreign corporation, after a permit has been granted it to do business in this 

### 676Honorable Claude Isbell, Page 2

State, shall immediately file with the Secretary of State a certified copy of any amendment or supplement to its original articles of incorporation when any such amendment or supplement to its original articles of incorporation is filed in the state territory or foreign country under whose laws such,corporation is incorporated.' "Article 3914 provides that, and we quote in part, 'Upon obtaining a permit under Article 1529 and upon filing a certified copy of any amendment or supplement under Article 1537, each foreign corporation shall pay the following fees: - - - (Certain fees are here set out based upon issued capital stock which we deem unneaessary to outline) - - - ; provided that the minimum filing fee for any amendment or supplement shall be Plfty ($50.00) Dollars.' "Under our interpretation of the foregoing articles, we believe that the certificate of reduction of capital, above referred to, is properly classified as a supplement to the original articles of Incorporation and, therefore, subject to the minimum filing fee of $50.00. 'fhecorporation, however, has contended that the certificate is not an amendment to the charter or articles of.~incorooration and that the fee has erroneously been assessed. In further support of their contention they claim that the capital was reduced without affecting the total number of shares authorized. It must be noted, however, that both Articles 1537 and 3914 refer to any amendment or supplee, and we are basing our assessment strictly upon the fact that the instrument is a supplement.
"In the light of the provisions of Articles 1537 and 3914 supra, we request your opinion on the following question: 'Does the filing of a certificate of reduction of capitel by a foreign corporation constitute an amendment or supplement to the original articles of incorporation a;:d, therefore, subject to the payment of the minimum filing fee of $50.007" Article 1537, V.A.C.S., authorizes the filing of amendments or supplenents to the original articles of incorporation of foreign corporations, as fOlloWS!

RArticle 1537. Amendments to charter.* 

### Honorable

ClaudeIshell,

Page

### 3 ,I: 

### 678

"Eachforeigncorporation, aPtora permit * baa beengrantedIt to do bueinesain thisState ahallimediatol~ filewiththe Seoretarr of Stats


### rmehanrendment

orrtu plement ticlaaof incorporat f: 

### ti3

itsorigbaltion ia filedin the stateter-

'Phe proriaione

ofArticle

### 39X4,

V.A.C.S.,

amoxq 

### other things, enumqatss

thefses**the** 

### Secret **=-ii** 

### of 3tatais 

### requirbd

to oharga

foreign 

## aorpuratias

aponf 

### fiedo ing certiLee of amendments

or supplements,

the relevant

parta ofwhit we quotea# follwst "B *Artisl.e



### 3914. Setrrdtary

of State, W&e Searetary

of Stateti authorized and retpairbd

to chargefar theuse of the Statethe following

othbr foear ?I 4 . l



### TheCkrtificate

of Reduction

of Ca foreigncorporation whichis doingbusineaaEitalof this n Texashaa been filedin the offiesof the Secretery of Statefor theStats of Delaware. A5 aueh,ff the instrument is an amendment

to the 

### original

articles



### of incor rationon filein the Stateof Delaware,

it clearlycomeawit ovisions 

### ofArticle 1537 supra,uhiohroquireo a topythereoPto be file&with the Secretary of Stateof Texas. It uill thenfurther incurthe payment of thenininuufilingfearequired by theunderlined

portion

of hrticle 3

’ ?&, oupra. 

### The statutes

ofbothToxm endDelawareapedfitallyprescribe

thomannerby whicha corporation may I‘e-

### 679

Honorable Claude Iabell, Page 4

duce itm capital stock and each requires certificates to be filed in the respective offioee of the Secretaries of State.

For a statute to constitute an amendment to a corporate charter, it is generally required that such statute correct, improve, reform or alter the original articles of incorporation. Yher&the Legislature has enacted a statute authorizing a corporation to mortgage its property or increase Its capital stock tha charter or ita basic fr w other fundamental change a eatures, & & an ainendment z the oharter, whether termed 80 or not.tion18C.J.S. CorporaIt is our opinion that the reduction of capital of this aorcoration bv the amount of one million seven hundred fifty thousand ~dollar; (#1,750.000,00) by the retirin< of 175,000 shares of common stock of the par value of $10.00 per share is a material alteration of the original articles of inaorporation.

It is consequently our further opinion that the filing of the certified copy of the certificate of reduction of capital hereunder consideration may properly be classified as an amendment to the corporation's original articles of incorporation and as such is subject to the payment of the minimum filing fee of $50.00 as prescribed by Article 3914, Y.A.C.S. Very truly youss, ATTORNEY GENERAL OF TEXAS

JKA:mrj