Honorable Zollie Steakley 

Secretary of State 

Capitol Station 

Austin. Texas 

‘Dear Sir: 

Auenlv 11. 'I'JCXAR 

March 23. 1959 

Opinion No. WW-581 

Re: What filing fee should the 

Secretary’of State require 

for filing the application 

for extension of the charter 

of Wool Growers Central 

Storage Company ? 

The opinion of this office has been requested regarding the proper 

fee for filing an application for extension of the charter of Wool Growers 

Central Storage Company. The facts involved are stated in your opinion 

request. 

“There has been submitted to’this office for filing 

an application for extension of the charter of Wool Growers Central Storage Company pursuant to the provisions 

of Article 1315(a), Revised Civil Statutes of Texas. This 

corporation was organized for the general purpose of operating a public warehouse company and has not adopted 

the Texas Business Corporation Act. The charter was 

filed on February 11, 1909. and the period of existence 

stated in its charter is fifty years. 

Y 

-. . , 

“What filing fee should the Secretary of State require for filing the application f,or extension of the charter of Wool Growers Central Storage Company?” 

The question is whether the old corporation law or the Business Corporation Act is to control in determining the proper filing fee for a corporation 

in existence at the time of the effective date of the Business Corporation 

Act but which has not adopted such Act. 

Article 9.14(B) of the Business Corporation Act supplies the answer 

to this question wherein it is stated: 

“B. For a period of five (5) years from and after 

the effective date of this Act, it shall not apply to any 

domestic corporation duly chartered or existing on said 

effective date or to any foreign corporation holding, on 

that date, a valid permit to do business in this State, 
Honorable Zollie ‘Steakley, Rage 2 (WW-5Sl) J 

unless such domestic or foreign cbrporation shall, 

during such period of five (5) years, voluntarily elect 

to adopt the provisions of this Act and shall comply 

with the procedure prescribed by Section C of this 

Article. * 

The Business Corporation Act became effective 90 days after June 7, 

1955. the date of adjournment. 

Article 9.15(A) adds impetus to what has already been said. 

“A. Except as provided in the last preceding 

Article, existing corporations shall continue to be 

governed by the laws heretofore applicable thereto.” 

Article 10.01 of the Texas Business Corporation Act, which provides for the collection of fees, states in part as follows: 

“A. The Secretary of State is authorized and 

required to collect for the use of the State the following filing fees upon filing the following documents 

filed pursuant to the provisions of this Act. 

“(1) Filing articles’of incorporation of a domestic corporation and issuing a certificate of incorporation. Fifty Dollars ($50).” 

Thus, it is apparent that such a corporation as the one here involved is not governed generally by the provisions of the Business Corporation Act (9.14(B) and 9.15(A)) and cannot be governed by the particular Article in question because of the specific language of limitation 

above underlined in such Article. (10.01) 

It follows that the fee to be paid by such corporation is~ governed 

by the terms of Article 1315(a) which is applicable to corporations existing at the effective date of the Business Corporation Act but which 

have not adopted such Act. 

SUMMARY 

The filing fee for filing an application for 

extension of the charter of Wool Growers 
. - 

Honorable Zollie Steakley, page 3 (WW-581) 

Central Storage Company is governed by 

the provisions of Articles 1315(a) and 

3914. V.C.S. 

Very truly yours. 

C. Dean Davis 

Assistant 

CDD:lm 

APPROVED: 

OPINION COMMITTEE: 

Geo. P. Blackburn. Chairman 

John L. Estes 

Tom I. McFarling 

W. R. Scruggs, Sr. 

Z. J. Turlington 

REVIEWED FOR THE ATTORNEY GENERAL 

BY: 

W. V, Geppert