Act to domestic insurancecompaniesincorporated prior to and for-i@ insurancecompaniesadmittedprior to the effec- tive date of the BusinessCorporationAct. As to these companieswe concludethat the BusinessCorporationAct presentlycannotand does not supplementthe InsuranceCode; accordingly,as to these companies at present,the generalcorporationstatutessuch as those set out in Title 32, V.C.S.,applyand supplementthe InsuranceCode. As pre- viously pointedout on page 2 of this opinion,Articles2.18 and 3.69 of the InsuranceCode refer to the corporatelaw as found in Title 32, V.C.S., except insofaras the BusinessCorporationAct modifiesthat effect. Generally,Articleg.lkA, T.B.C.A.,excludesfrom application of the BusinessCorporationAct insurancecompaniessubjectto the pro- vision above discussed. This proviso cannotapply to domesticinsur- ance corporationsorganizedp&or to the BusinessCorporationAct or to foreign insurancecompaniesadmittedto do businessitiTexas prior to the BusinessConoration Act, for the provisoonly appliesto cor- porations"hereafterorganized". Furthermore,Article9.15A,T.B.C.A., expresslystates: '. . . e&sting coroorationsshall continueto be governedby the laws heretoforeapplicablethereto."
Becauseof the expressprohibitionof Article2.OlB (k)(d) insurancecompaniescannotadopt the Texas BusinessCorporationAct. Thus, 'itdoes not now apply to domesticand foreigninsurancecompanies which were operatingin Texas on the effectivedate of the Business CorporationAct. Eon. William A. Earrison,page 8 (WW-490)
"APPLICATIONS"
In your supplementaryletter you point out that the Insurance Code is silent as to problemspresentedin the followingfact situations:
I. (1) A domesticlife insurancecompanyorganizedunder Chapter 3 of the Texas InsuranceCode in 1940 which wishes to change its name and desiresto file an applicationwith the State Board of Insuranceto reservea particularname for a shortperiodof time is not authorizedto utilizethe procedureset out.In Article2.06A (Z), T.B.C.A.,for the reason that the BusinessCorporation Act does not apply at presentto such corporationso as to supplement the provisions of the InsuranceCode. (2) A domesticstocklife insurancecompany organizedunder Chapter3 of the Texas InsuranceCode in 1958 which wishes to change its name and desiresto avail itselfof the procedures set out in Article 2.06 of the T.B.C.A.may do so in order to reserve the proposedname.
II. (1) The XYZ fire insurancecompany,a Chapter6 fire and marine companyorganizedin 1951, may voluntari~lydi~sol_v_e without obtainingunanimousconsentof its stockholders by followingthe pro-- cedure set out in Title 33, V.C.S.,and particularlythat set out in Article 1387, V.C.S. The BusinessCorporationAct does not now apply to such a company. (2) A generalcasualtycompanyorganizedunder the provisionsof Chapter8 of the InsuranceCode in 1957 may volun- tarily dissolvewithoutthe unanimousconsentof its stockholdersin accordancewith the procedureset out in Chapter6 of the Business CorporationAct.
III. (1) A foreignstock life insurancecompanywhich if it had a certificateof authoritywould be operatingunder the provi- sions of Chapter3 of the InsuranceCode and which desiresto register its name as providedby Article2.07, T.B.C.A.,may do 80 by following the procedure6in Articles2.06 and 2.07 of the BusinessCorporation Act. (2) A foreigngeneralcasualtycompanywhich if it had a cer- tificateof authoritywould be subjectto Chapter8 and Chapter2 of the InsuranceCode and which desiresto regis its @me as provided by Article 2.07 of the BusinessCorporationAct may do so by following the proceduresset out in Articles2.06 and 2.07 of the BusinessCor- porationAct.
IV. (1) A foreignstock life insurancecompanyhaving a certificateof authoritysnd.operatingunder the provisionsof Chapter 3 of the InsuranceCode which desiresto changeits cove and to utilizethe procedureestablishedby Article2.06,T.B.C.A.,and which was first admittedto do businessin Texas in 1953 and has been continuouslyoperatingIn this State since that time may not follow the