proceduresset out in the BusinessCorporation Act. The Business CorporationAct does not now apply to such a corporation.(2) A Eon. WilliamA. Harrison,page 9 (UW-490)
foreign fire and marine insurancecompanyoperatingunder the provisions of Chapter6 which was first admittedto do businessin Texas in 1948 and which has been continuouslydoing businesssince that date In Texas cannot utilizethe proceduresset out in the Bus,inessCorporationAct inchanging its name. The BusinessCorporationAct does not now apply to such corporations.
It goes without sayingthat the functionsperformedby the Secretaryof State under the generalcorporatelaws--theBusinessCor- porationAct or the provisionsof Title 32, V.C.S.,--would,as to ln- surance corporations, be performedby the Departmentof Insurance.
The tenor of your next questionis whetheran insurancecom- pany must adopt the Texas BusinessCorporationAct before it is appli- cable to the company. As we have previouslystated,an insurancecom- pany cannotadopt the Texas BusinessCorporationAct. The Business CorporationAct does, however,apply to certaininsurancecompanies by virtue of the proviso to the generalexceptionsset out In Article 9.1&A, T.B.C.A. Therefore,we answer your secondquestionin the nega- tive.
Questions3, 4, and 5 will not be answeredsince they are predicatedupon our answeringquestions1 and 2 in a differentmanner.
Since title insurancecompaniesare subjectto a specialAct (Acts 55th Leg., R.S. 1957, p. 753, ch. 311) with respectto the Texas BusinessCorporationAct, we are excludingthem from the scope of this opinion. We are not passing upon the applicabilityof anythingstated in this opinionto title insurancecompanies.
We have not been asked whetherthe statutesset out Fn Title 32 will continueto apply after five years from the effectivedate of the BusinessCorporationAct to foreip and domesticInsurancecompanies within the purviewof Articles2.18 and 3.69 of the InsuranceCode which were incorporated under Texas laws or admittedto Texas prior to the effectivedate of the BusinessCorporationAct. The question16 most difficultto resolveand the law is very unsettledand confusing. This is perhapsnot a proper subjectfor an opinionsince the Legislature 'is yet to meet and the questioncould be resolvedby the enactmentof additionallegislationwhich would become effectiveprior to September 6, 1960 (fiveyears from the effectivedate of T.B.C.A.). Accordingly, you are advisedthat this opiniondoes not pass on that question. Eon. William A. Harrison,page 10 (HW-490)
The Texas BusinessCorporationAct Is the law "governingcorporationsin general" referredto in Articles2.18 and 3.69 in- sofar as domesticInsurancecorporations organizedafter and forelguinsurancecor- porationsadmittedto Texas after the ef- fectivedate of the BusiuessCorporation Act providedthat such insurancecorpora- tions came within the purviewof Articles 2.18 and 3.69 of the InsuranceCode. This resultsalthoughthe insurancecorporation has not "adopted"the BusiuessCorporation Act. As to all other insurancecorpora- tions falllugwithiu the purviewof Arti- cles 2.18 and 3.69, the BusinessCorpora- tion Act does not now apply and the "laws goveruFngcorporati;;;;sin general"are those found in Title 32, V.C.S.,and else- where other than in the BusinessCorpora- tion Act.
Very truly yours,
WILL WILSON AttorneyGeneralof Texas
By/dbd'd+N WallaceP. Finfrock Assistant
hTF:lm
APPROVED:
OPINIONCOMMITTEE:
Gee. P. Blackburn,Chairman
LawrenceJones Henry G. Braswell J. Milton Richardson
REVIEWEDFOR TBE ATTORNEYGENERAL BY: W. V. Geppert