Arizona republican. [volume] (Phoenix, Ariz.) 1890-1930, 1912-02-15
OPINION AS To
CORPORATIONS
Attorney General Says ALI
Filings Should Continue
to Be Made with Auditor
Until Legislature Takes
Further Action.

ions recently. II was given publicity
THUS early on account of the bearing
il has on corporation business, especi-
ally the filing of new companies, which
rs going on constantly. In effect the
opinion is that before the filings may
be made with the corporation commits
sion, as contemplated by the constitu-
ton, there must he additional legisla-
tive action. Mr.. Billiard holds that
until there is such legislation the filing
of articles and all documents in con-
nection VITA them shall continue to be
made in the office of the auditor. The
opinion follows:
Phoenix, Ariz. Feb. 18th. 1912.
To His Excellency. Hon. G. ". p. Hunt
Governor of the State of Arizona.
Phoenix, Arizona.
Dear Sir:
on the eve OF the new officers as
Stunning their offices the important
question arises: What are the powers
Of the Secretary of State. Auditor and
Corporation Commission relative to
the filing of articles of Incorporation,
the keeping of corporation records,
issuance of charters TO incorporated
companies and the issuance of author
fty to do business given to foreign in
surance corporations and other foreign
corporations?
Act 90 of the laws of 1908. provides
that all articles of incorporation. APP
fidavits of publication of articles of
h..
Auditor upon the payment of certain
Specified fees. Various other Statutes
a;so provide for a competent force of
clerical help to be furnished the Audi
tor TO properly care for and attend to
said filings.
Paragraphs Sl0 to SIC inclusive, Re
vised Statutes of Arizona 1901, provide
for the Secretary of the Territory to
receive the statements of foreign in
surancc companies in the month OF
March of each year. levy the taxes
II ereOn ami give authority to said for
e;gn insurance companies to transact
business in the state Of Arizona.
Section of Article II of the Con-
stitution reads as follows
NO domestic or foreign corporation
shall do any business in this State
without having filed it's articles of in
corporation, or a certified copy thereof.
with the Corporation Commission and
/ without having one or more known
places of business ami an authorized
agent or agents in the State upon
whom process may be served. Suit
may be maintained against a foreign
corporation in the county where an
| agent of such corporation may be
found or in the county where the
cause of action may arise"
Section 5 of Article Is Of the Con
stitution reads as follows
THE Corporation Commission shall
have the sole power to issue certifi-
Gates Of corporation to companies or
ganizeI under the laws of this State
and TO issue licenses to foreign cor
rorations to do business in this State
as may be prescribed by law"
The question then arises: Are Sec
tons Article II and Section > Article
Il of the Constitution self-eXecuting?
II so. then the Corporation Commission
should Immediately take over the cor
poration business from the Auditors
office and from the Secretary's Office.
and said Auditors Office and Secre
tary's Office in that case could no
longer receive the filings in said Of
fees.
II is sometimes difficult TO determine
whether provisions OF the Constitu
ton are self-executing or not but the
authorities have laid down a few fun
elemental principles of construction
which. l think, conclusively determine
this question. They are as follows:
LIST. II the Constitutional Provision
merely lays down and defines right,
policy or principle without supplying
the means whereby said right, policy
OF principle is to be carried into effect,
| then it is not selfexecutilg.
End. Where the Constitutional Pro-
vision does prescribe that the method
of carrying out the same shall be as
may be prov ided by law. the provision
| is not self-eXecuting.
3rd AS to whether the provisions
of the Constitution are self-executing
must be determined by the intent OF
| the Constitution makers as expressed
by their language.
| Keeping these three principles in
view, what IS the determination we ar
rive at as 10 whether the provisions
| of the Constitution quoted are self
Executing or not? The Constitution
does not provide for the filing with
the Corporation Commission of the
appointment of statutory agent or
proof of publication of articles of in
corporation. 1t does not provide for
the Corporation Commission to per-
fern the duties heretofore performed
by the Auditor and Secretary of State
relative to the filing and taking charge
Of articles of Incorporation. 1t does
not authorize the Corporation Commits
SIGN to levy a tax on foreign insurance
companies. 1t does not fix the amount
of fees that the Corporation Commits
sion may charge; il does not supply
for the Corporation Commission a
clerical force to take care of the filing
ard care CT corporate records; 1t does
provide that the Corporation Commits
SION shall issue certificates to domes-
tic corporations and licenses to for
eign corporations, AS MAY BE PRE-
SCRIBED BY LAW. See Section
Article Is Constitution. 1t does pro-
] MADE