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 

676 
Honorable 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. 'fhe corporation, 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 Claude Ishell, Page 3 

,I: 

678 

"Each foreign corporation, aPtor a permit * 

baa been granted It to do bueinesa in this State 

ahall imediatol~ file with the Seoretarr of Stats 

rmeh anrendment orrtu plement 

ticlaa of incorporat f: 

ti3 its origbal tion ia filed in the state ter- 

'Phe proriaione of Article 39X4, V.A.C.S., amoxq 

other things, enumqatss the fses the Secret 

=-ii 

of 3tata is 

requirbd to oharga foreign aorpuratias apon f 

fied o 

ing certiLee of amendments or supplements, the relevant parta 

of whit "B we quote a# follwst 

*Artisl.e 3914. Setrrdtary ofState, 

W&e Searetary of State ti authorized and 

retpairbd to charge far the use of the State the 

following othbr foear 

?I 4 . l 

The Ckrtificate of Reduction of Ca 

foreign corporation which is doing busineaa E 

ital of this 

n Texas haa been 

filed in the offies of the Secretery of State for the Stats 

of Delaware. A5 aueh, ff the instrument is an amendment to 

the original articles of incor ration on file in the State of 

Delaware, it clearly comea wit ovisions of Article 

1537 supra, uhioh roquireo a topy thereoP to be 

file& with the Secretary of State of Texas. It uill then further incur the payment of the nininuu filing fea required by 

the underlined portion of hrticle 3’?&, oupra. 

The statutes of both Toxm end Delaware apedfitally prescribe tho manner by which a 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