Honorable Zollie Steakley

Secretary ofState Capitol Station Austin. Texas

‘Dear Sir: 

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March 23. 1959 Opinion No. WW-581 Re: What filing fee should the Secretary’of State require for filing the application for extension ofthe charter ofWool Growers Central Storage Company ? The opinion ofthis office has been requested regarding the proper fee for filing an application for extension ofthe charter ofWool Growers Central Storage Company. The facts involved are stated inyour opinion request. “There has been submitted to’this office for filing

an application for extension ofthe charter ofWool Growers Central Storage Company pursuant to the provisions ofArticle 1315(a), Revised Civil Statutes of Texas. This corporation was organized for the general purpose of operating apublic warehouse company and has not adopted the Texas Business Corporation Act. The charter was filed on February 11, 1909. and the period ofexistence stated in its charter is fifty years.

Y -. . , “What filing fee should the Secretary of State require for filing the application f,or extension ofthe charter ofWool Growers Central Storage Company?” The question is whether the old corporation law or the Business Corporation Act is to control indetermining the proper filing fee for a corporation in existence at the **time** ofthe effective date ofthe Business Corporation Act butwhich has not adopted such Act.

Article 9.14(B) ofthe Business Corporation Act supplies the answer to this question wherein it is stated:

“B. For aperiod offive (5) years from and after the effective date ofthis 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, avalid permit to do business inthis State,Honorable Zollie ‘Steakley, Rage 2 (WW-5Sl) J

unless such domestic or foreign cbrporation shall, during such period offive (5) years, voluntarily elect to adopt the provisions ofthis Act and shall comply with the procedure prescribed by Section C ofthis Article. * The Business Corporation Act became effective 90 days after June 7, 1955. the date of adjournment.

Article 9.15(A) adds impetus towhat 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 ofthe Texas Business Corporation Act, which provides for the collection offees, states in part as follows:

“A. The Secretary of State is authorized and required to collect for the use ofthe State the following filing fees upon filing the following documents filed pursuant to the provisions ofthis Act.

“(1) Filing articles’of incorporation of adomestic 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 ofthe Business Corporation Act (9.14(B) and 9.15(A)) and cannot be governed by the particular Article inquestion because ofthe specific language of limitation above underlined in such Article. (10.01)

Itfollows that the fee to be paid by such corporation is~governed by the terms ofArticle 1315(a) which is applicable to corporations existing at the effective date ofthe Business Corporation Act butwhich have not adopted such Act.

SUMMARY

The filing fee for filing an application for extension ofthe charter ofWool Growers. -

Honorable Zollie Steakley, page 3 (WW-581)

Central Storage Company is governed by the provisions ofArticles 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