OFFICE OF THE AlTORNEY GENERAL OF TEXAS y 

AUSTIN 

~gRALDc. MANN 

A---r 

Hoaorabls Tom L. Beauchqp 

sooretery of .stete 

Austfn, Texan 

'D8ar sir: 

out hne 

malt' wina grente& oa 

lw?, end perlitltt4 

uot or transaot the 

agent for the performawc, dr 

he C T Corporation Symtua daily presents 

to this oitioo through the United 9tates md.8 

applications, together rLth al;l acmmpaaylqg 

pfwr~, of forslgn oorparetfone to do businms 

In the StAta of TWYUJ. Aoaoarpanying tha appl,ioations and the eu~portfapg papers ie a letter 

from the C T Corporetlon 6ystaP advising thilr 
Honorable Tom L. Beau&, Page 2 

offioe that 'et the lnntnaoe and request of 

the law firm of Doo and Roe of Blank City, 

u. S. A., the following papers are presented 

to your ofrioe.* 

*The writer is of the opinion that the 

C T Corporation Syrtem seeks to aonduot thla 

business under Artlole 13C2, Sootion 49, whiah 

provides as follower 

"*For any one or store or *he rollowing 

purposes: To aoouatulate and lend leoney, purohese, sell and deal in notes, bonds and 

securities, but without banking and dlaoounting privileges; to aot as trustee under any 

lawful express trust oodtted to them by 

contract and as agent for the performanoe or 

any lawful sot.’ 

"Artlole lSZ4a proridae that oorporati& 

organized under Seotion 49 ahall be sub&of to 

oertaln regulations whioh are oontained in 

Saotlon 1 to 10, lnolu8lvo, oi said Artiole 

1524a. The C T Corporation System has ooak 

plied wfth all the requirements set forth in 

said Artlole. 

"This orfioe has bad presented to it an 

epplloatlon for oharter for a domestie eorporation whioh states that the purpose for whloh 

said proposed corporation is formed Is 'to aet 

ea agent for the perfomanoe of any lawrul act 

such as to assist members of the bar In organization, reorganization, qualirioation and representation of oorporations including notifioatlon 

service and generally sating in a statutory 

oepaaity rot oorporetfone*. You will riots that 

this is the ldentloel language used to grant the 

C T Corporation System Its permit to do business 

in the State of Texas. 

"The following questions present themselves 

end this Department wiehes to request an opinion from you on them: 
,Eonorable Tom L. Beeuahemp, Page 3 

“(1) Ia the C T Corporation System, under 

Its purpose olause, authorized to fender the 

eerx!loes outlined above? 

Y(E) Does the drawing end filing of appllOatiOAe for ;?crmits t0 do buslnese iA Texas OA 

behalf of rorew OOrpZtItiOAf3, at the instance 

end requed of members of the Bar of forelga 

etetea , ,OOAStitute the praotice of law? 

“(3) If you have stated that It does oonstltute the praotloe of law, 1s suoh preotloe 

of lnw unlawful eAd in violation of iirtlale 430a 

oi the Penal Code of Texas? 

“(4) Would this offloe be authorized to 

grant a ohartcr to a do!xestlc aorporatlon having 

the ebove referred to Furpose olause? 

w(5) If you have answered thiit this offloe 

would be authorkzied to $raAt a oharter to eald 

oorporetlon, would it be authorized to render 

the same servloee for attorneys as the C T Corporation System Is now rendering wlthout being 

in violation of hrtlole 4SOa of the Penal Code? 

“(6) Xould said domektio oorporatlon be 

authorized to prepare end file applications for 

perzilts to do bualnecm in the Stat3 or Texas ror’ 

oorporatlone, and if it would be 80 euthorlzed, 

would the rendering of said service be in vlolatlon of Xrtlole 433~ of the Penal Code?” 

Article 430e of the Penal Code reads es Tallows: 

“.5x. 1. It shall be unlawful ‘for any oorporatlon or any person, i&m, or assoolatloA of 

persons, emept natural persona who em members 

of the Bar regularly admitted and lioenaed, to 

praatlce lsw. 

Y%C. 2., Zor the purpose ot this ir6t, the 

practice of lew is defined as followsr Whoever 

(a) In a,repreeentntive capeoity appears as aA 

advoazte or drau,a papcrs, pleadlnge, or doouments, 
Ronornble Tom I.. Beauohamp, Page 4 

or perSome any act In oonneotiol; with prooeed1~s peAdin& or prospeoClve berore a Oourt or 

e justloe of the peaoe, or a body, board, oommlttee, 00~it1118610~ or.otrloer oonstituted by 

law end having authority to take evidence in 

or settle or determine oontroveraiea in the exerclse of the judlolel power of the Steto or 

subdivision thereoft or, (b) For a oonsideration, rewerd or pecuniary beAeflt, present or 

antlolpeted, direct, or lodlreot, advises or 

oounsels another as to eimular law, or draw4 

a paper, dooment or instrument affeoting or 

relating to seoulm right*; or, (0) For P 

oonslderatlon, reward, or peouniary benefit, 

present or ontlolpated, dlreot or indlreot, 

does any act lo a regresmtatlve oapsolty ia 

behalf of another tfiAdIAg to .obtain or aeoure. 

Sor auoh othsr the prevention or the redrew 

of a wrong or'the etioroement or establlshment of a right; or, (d) For a ~OOAeid8retiOn,' 

dlreot or lndlreot., gives .4A opinion 48 to 

the valldlty of the title to real or personal 

property, or (8) ks e voo6tIon. entorees, 400 

cures, settles, adjuste,or compromises defauLted, oontroverted or disputed aooouAts, 

olalms or demands between persona with Aeither 

of whom he la tn prlvity or in the relation of 

employer end employee in the ordinary sense; 

1s praotlolng law. Nothing in this section 

shall be construed to prohibit any psrsoA, 

firm, assoclatlon ok oorporatlon, out or oourt, 

from EtteAdfIIg to and caring f'or his or its 

OWA buaine:s, olalms or demands, or the olaim4, 

demands or traffic business ot said oorporation or of the indiVidtl31 members of said oorporatlons or aesoaiet~oAs; wzir from preparing 

abstraots of title, aertlf:~ing, guaranteeing 

,or lcsurlnp- titles to property, real or personal, or an intareat therein, or a lien or 

encumbrunae thsreon, nor shall aAythlng in 

this section be oonstrued as prohlbItlAg Amy 

back or trust aoqnny wlthout resorting to 

aourt a&ion from aotlng Zor.lts oustomsr In 

eniorclng, seo@.Ag, settling or eddusting 

any ltam mentioned in subdivision (8) above, 
Honorable Tom L. Beauohagp, Page S 

nor ah,!11 anything ln thlie section prohibit any 

person or a%0ooIation of persons from puraulng 

as a vocation the buainesa of adjusting lnsurame or freight rate olalme; provlded'further 

that nothing in this Aot ahnll prohibit any 

person or assoalatlon of parsons from appearing 

b&ore any Board, Comlealon or AdmInistrative 

body in oonneatlon with their voaatlon of adjusting Insuranoe or Jkel 

vlded.that subdlvlslon (e ? 

t Rate alelms; prohereof shall not prohlblt any ludlvlduel~~~;company, odrporatlon or 

assoolatlon, owning, operatlug, managing or aontrolling any oolleotlng egomy, oommerolal agenay, 

or commerolal reporting credit agenop within this 

State, subjeot to an oooupation tax under Artiolr 

7001, Chapter 2, Title 122, Revised Civil Statute% 

1925, or Texas, rrom ruxmlshlng report% and oolleotfng, eeourlng, settling, adjustine or aom- 

.promlslng, out 0r oourt, defaulted, controverted 

or disputed aooounts or olalxw growing out ot 

oontraotual relations, provlded,that said lndliiaual, aompany, aorporatlon, or aseooletlon, oom- 

@lies with the above etatute; and provided fur-. 

ther that nothing in this Aot shall be ooestrued 

as prohibiting real estate agents from aolleatlng rent% for their employer%; provided that 

nothing herein shall prevent ,Notariea Publio 

;~yorawIng oonveyanaea ror or without aompef- 

. 

"SEC. 3. It shall be unlawful for any oorporatlon to practloe law as derlned by thla Aot 

or to appear as an attorney ror a@ person other 

than ltselr in any oourt, in thie State, or before 

any judicial body or any board or oomiaisslon of 

the state oP..Texa%; or hold ltselr out to the 

pub331 or advertise a% being entitled to praotlas 

law; and no oorporatlon shall prepare oorporate 

oharters or amendment% thereto, or other legal 

doouments no$ relating to Its authorized buslnes%, or draw wills; or-hold kt%elf out ln anymanner dlreotly or lndlreatly as bekg %ntItled 

tp do eny or the foregolns aota; provided, 

that the foregoing shall not prevent a oorporation, person or assoolatlon of person% rrom 
Honorable Tom L. Beauohamp, Page 6 

8mpLoyfng an attorney or other ag%nt or representative In regard to its o%,n affair% In any 

hearing or Investlgatlon berore any admlnl%- 

tratlve orrlolal or body. 

"Provided, further, that the above prwlslons of tbls Aot shall not be oonstrued to 

prohibit a person or corporation aotlng in a 

tlduclarf capaolty from transacting the neoe%- 

aary olerloal busineea Inoldental to the 

routine or usual administration of estate%,. 

trust%, guardianships, or Other slmllar ilduclary capaoltles, or riling aooount9, preparing and tlllng tax returns of every nature, 

and other such admlnletrative'acta, nor from 

partlolpatlng through his or Its own agent 

or attorney, in oooperatlon with testator's 

attorne-7, In the preparation ot teatator's 

will, where no oompeneatlon 1s oharged for 

suoh servlae and no aompensatlcn whatever is 

charged or reoelved, other than the ueual 

commission allowed by the aourt ror admIni%- 

terlng the estate or trust, or provided for 

by the lnetrument oreatlng the trust or other 

rldualary relationship. 

WAnd provided, further, that nothing hereIn shall prohibit any Insurance company from 

causing to be defended, or proseauted, or from 

offering to aause to be defended, through lawyers of Its own seleotlon, ths lnsureds or 

assureds in polloiea issued or to be issued by 

It, lo aooordanoe with the terms of suoh pollcIes;l and:shall not prohibit one suoh lloensed 

attorney at law rrom aotlng ror several como5 

c;:rrlers or,other oorporatlone and a%%oalatlone 

or any of It% subsidiaries pursuant to arsangement between eald oorporatlons or assoolations. 

"SEC. 4. It ahall be unlawful for any attorney at law io share any fee or ie%a earned 

or received by him for legal servloea with any 

person or firm, not a licensed attorney or attorneys, or with any asaooIatIon or oorporatlon. 
Honorable Tom L. Beauchamp, Page 7 

"SEC. 5. The oounty attorney and/or Dletrlot Attorney and/or Crlmlnal Dlstrlat At-. 

torney of any oount? In Texas shall on his ow5 

Initlatlve or upon the applloation of a5y Bar 

Assoalation In~the State of Texas bring mob 

aotlon in the name of the State of Texas in the 

proper aourt to enjoin a5y suah person, oorporatlon, or assooIatlon or persons rrom vlolatlng 

any of the provisions of this Aot, and It %hell 

b% the duty of the aountg attorney% and/or 

Dlstrlot Attorney and/or Criminal Dlstrlat Attorney of this State to rile aomplainte In the 

proper court agalnrrt any person, oorporatlon, 

or assoclatlon of person% upon the reoelpt oi 

Intormatlon or the violation or any or the 

provisions or this Aat. 

wse. (1. Any person, rirm, aorporatlon, or 

association of persons vlolatlng anyof the provisions of this Act shall be guilty or a tiedemeanor. Ir any provision or this Aot Is vialatad by any person lndlvldually or by any person 

or persons representing a aorporatlon, or a9soelation, or by a'aorporatlon, the defendant or 

defendants upon oonvlation shall be pirnishod by 

a rlne of not more than Firs Hundred ($500.00) 

Dollars nor lees than One Hundred ($lO(!.OO) 

Dollars. 

"SEC. 7. by agreement by any person, oorporatlon, or assoolatlon In violation of this 

Act shall be illegal and such person, aorporatlon, 

or essoolatlon shall not be able to reoover for 

any services rendered in violation of this Aot, 

either on the contraat or a quasi-aontraatual 

obllgatlon. Ii any person, oorporatlon, or eeisoaiatlon of persons shall, by any eot or 01&s- 

~105 in violation of this Aot, aause any loa%, 

damage, or Injury to any person, oorporatlon or 

assoolatlun of persons, suoh person, oorporation, 

or aesoaloU.on of perf.ona, shall be liable in 

actual damages therefor to any person, oorporation, or assooiatlon of persons who sustained 

any suoh loss, damage or injury; and suoh llablllty ahall be absolute and not dependent upon 

any queetlon or showing of want of &kill, oare 

or UIlIgeno%. 
Honorable Tom L. Deauohamp, Pag% 8 

“SEC. 2. All laws and parts or laws Inaonslstent herewith are hereby repealed, and 

in oass sny seation, subdlvlslon, paragraph, 

or sentence of this Aot 1s deolared umonstitutionr:J the validity of the,,rest of this Aat 

shall not be affeoted thereby." 

SeotIons'48, 49, and 50 of r.rtlole 1302, Revised 

Cloll.Statutes; read as follows: 

"48. To aaoumulate and lend money wlthout bankinG or dlscountlng privilege%. 

"49. For any one or more of the rollorrIng purposes: To aooumulate and lsnd PIoney, 

purahaae, sell and deal 15 note!, bonds and 

seourltles, but without banking and dlsoountlng privileges; to aot a8 ttistee under a5y 

lawful express trust oolnmitted to them by 

oontraot end as agent for the performsnoe of 

any lawful eat. 

"50. To subscribe for, purohass, invest 

15, hold, own, assign. pledge end otheralso 

deal in and dispose of sharss or~aapital 

stook, bond%, mortgages, debentures, notes and 

other seourltles, obligations, oontraots end 

evldenoee of indebtedness or foreign or domeatic corporations not oompetlng ,tith eeoh other 

in the same line or business; provided tho 

powers and authority herein Oonfsrretd ehall 

In no way arrect snp provlalon'of the ant& 

trust laws or th:s State." 

Article 1524a, Revised Civil Statutes, embreaes ocrporations heretofore oreated and hereafter oreated having for the** 

purpose or purposes any or all the powers LJOW euthorlzed 15 subdIvislon% of 48, 49, or SO of Artlole 1302, Revised alvil Stetutes of Texas, 1925, and hexetofore or hereafter qr.Qreated 

having in whole or Ln part any purpose or purposes :5ow euthorlsed In Chapter 275, Senate Bill No. 232 of the General and 

Speolal Laws of the Regular Session of the 40th Legislature. 

In the case of In re BraI5ard, 26 Paa. Rsp. (2) 769, 
Honoriblo Tom L. SeauohamPp, Page 9 

where a former probate judge who, for oo~~etensation, without 

being edqltted to practloe law end without paying llaenae 

fees, advlsed persons in probate matter6 nnd prepared and 

filed paper% In oonneotlon therewfth, and who prepared a&l010s of lriaorporatlon for corporate organizers, whloh work 

wa% neoessax to olear titles in loon transections, the Supreme Court of Idaho held that the for%er judge wasengaged 

In the praotloe of law rendering him guilty of ooctampt of 

the Supreme Court of Idaho althougb he did not sign the papers e5d pleadings as attorney, and he did not acoept legal 

employment sxeept rrom persons who had already enllated hi% 

servloes In buslners matters oocneoted with loans. 

The Supreme Court of the State of New York in the 

case of In re Paoe, 156 14. Y. Sup. 641, held in erieot that 

where A aorpora,tioa, known aa the Corporation Coupany of Dolsware malntalned~ en offloe In New York City and dlst*rIbuted 

alroulars to attorneys at law, Offering either to inoorporete 

oompanles under the laws of Delaware or to furnish all ths 

neoessary r0m, eta., for the attorneys to do so themeelves, 

end thereafter through %uoh oorporatlon Hew York attorneys, 

who aated as roswarders to the home ortloe In Delawars, Inaorporated three oo>panIes. The aorporatlon wus guilty or 

e vlolatlon of the Penal Law prohlblting the praotloo or law 

by aorporatlons ainoe the praotIoe of law is not lI&tsd to 

appearlag In oourt, or advlsI5g and aa%IstI5g In the aonduot 

or lItigatIona, but embraaes the preparation of pl%adlngs and 

all other papers Inoldent to l otlo5s and. speolal ~~I!OOe%ding%, 

oonveyances, the preparation of legal Instruments of all klads, 

and the glvlne, or all legal adVIOe to allents, and Potions 

taken for them in matters oonneated with the law, lwluding 

the preparation of papers requisite for the Incorporation of 

the oompany and the Inoldental advise necessarily given In eon' 

neotlon therewith. 

7% do not rind any Texas Ceoislons construing Section 

3 or Article 43Ga quoted ebove. Xe quote from.opInItn ho. 

O-647 written hay 5, 1939, by Honorable dames ?. Hart, Assistant Attorney General, wklob oon%truee Seotion 3 of Artlole 

43Ga ri9 roiiowt3: 

*The ",ue!itIou remains as to Wiet was the 

Intention cr the Legislature In providing in 

SeatAm 3 that *It shall be unlnwt'ul ror any 

corporstion to practloe law cf% defined by this 
Honorable Tom L..Beauohakp, Page 10 

Adt or to appear as an attorney r0r say parson other than itself. . .* It Is our opInion that the words *other than Itself' were 

used 80 a8 to make it plain that a aorporetlon 

is not prevented trOm hIring a regular stati 

or lawyers to appear and represent it in court. 

In a sense, such action by the corporation tight 

be construed to+oonstltute the Indireot praatioe 

of the law by the oorporation for iteelf, but 

suoh action Is not illegal because the oorporatlon by so doing is seaurlng legal representation for Itself and not for other persons. We 

believe that the LsgIslature had in tind certain 

cases wherein it has been held thot a oorporation Is indlreotly prdotiolng law where It, In 

eifect, hires E staff of lawyers and furnishes 

legel repreeentetlon to other peraonm.- See In 

re Uaolub of America, (Mass.) 3 N. EG (2). 272, 

,105 A. L. R. 1300; Peopla 0. Motorists Assoolatlon of Illinois, 354 Ill. 595, 188 N. IC. 

827; United 8tates Title Cunranty Oonipany v. 

Brown, 217 N. Y. 628, &ll N. E. 826. We think 

thet the Legislature intended, by using the 

words 'other then itself,' to make it plain 

that a corporation can hire a regular legal 

atafi to represent It, but that the Legfslatum 

did not intend tp confer On oorpOratiOAt3 the 

right to be represented e:oept by agent8 or 

attorneys who have been duly lioenaed to praatloe law." 

We do not .belleve that the C~ T Corporation System or 

the proposed corporetlon mentioned in your in@ry under their 

ITvzse clauses are authoiized to render the servIoes outlined 

. 

In view of' the foregoing authorities you ere reepeotiully advised that It is the oplnlon of thI8 Department that 

your questions should be answered as follows: 

(1) No. 

(2) Yee. 

(3) Yes. 
Hanorabie Tom L, Beauahamp, Page 11 

(4) No. 

Aa we have answerad your fourth question In the negatIve it 18 not neoes8ciry to amwar queetfone NOe. 5 and 6. 

Trmting that the foregoing answers your inquiry, 

we remain 

Your8 very truly 

ATTORNXY GEh:ERi'iL OF TEXAS 

BY -.4S.LiLA+11 yiIlliams3 

A&sletant