Hon. WilliamA, Harrison OpinionNo. WW-490 State Board of Insurance 10th and Brazes Street6 Re: Applicabilityof Texas Busi- Austin, Texas ness CorporationAct or other generalcorporatelaws to Dear Sir: insurancecompanies
You have asked our opinionas to whetherthe Texas Business CorporationAct1 is applicableto insurancecompaniescoming within the purviewof Articles2.18 and 3.69 of the InsuranceCode or whether Title 32, V.C.S., is applicableor whetherboth are applicable. We assume that your questionis directedto only those insurancecompanies that are corporationsand this opinionIs so limited.
Article2.18 of the InsuranceCode provides:
"The laws governingcorporationsin generalshall apply to and govern insurancecompaniesincorporatedin this State in so far as the same are not inconsistentwi:h any provi- sion of this Code. None of the provisionsof this Chapter 2 shall apply to insurancecompaniesorganizedor operating under the provisionsof Chapter3 or Chapter11 of this Code, and Chapters10, 12, 13, or 14 of this Code."
Article 3.69 of the InsuranceCode provides:
"The laws governingcorporationsin generalshall apply to and govern insurancecompaniesorganizedor operatingun- der this Chapter3 in so far as same are not inconsistent with the provisionsof this chapter."
By letter supplementingthe opinionrequest,you have fur- nished us with the factual situationsupon which this request is based. For clarityand brevity,we have set out at lengththese situations in subsequentportionsof the opinioncaptioned"application".
Article2.18 in its presentform and Article3.69 were en- acted in 1955 as part of S.B. 12, Acts 54th Leg., R.S. 1955, ch. 363, p. 916. Article3.69 is an entirelynew legislation;however,Article
For brevity'ssake the Texas BusinessCorporationAct will be abbre- viated throughoutthis opinionas T.B.C.A. Eon. WilliamA. garrison,page 2 (WW-490)
2.18 containssubstantially the same languageit did in the 1951 Act codifyingthe insurancelaws. The only changewas the additionof the last sentenceto Article2.18. "Words used in the originalAct will be presumedto be used in the same sense in the amendment." 82 C.J.S. 899, Statutes,para. 384. Accordingly,the corporatelaw contemplated and referredto by Article2.18 prior to the enactmentof Senate Bill 12 and the BusinessCorporationAct in 1955 must necessarilybe the generalcorporatelaw as it existedprior to the enactmentof the T.B. C.A.--i.e.,Title 32, V.C.S. There is nothing in S.B. 12 to indicate that the language,lllawsgoverningcorporationsin general",as it ap- pears in Article3.69 was intendedto refer to a body of law differing from that referredto in the identicallanguageas it appears In Arti- cle 2.18 as amendedby S.B. 12. Therefore,unless the enactmentof the BusinessCorporation Act changesor modifiesthe situation,the body of corporatelaw referredto in Article 3.69 as well as Article 2.18 must be the corporatelaw existingprior to the enactmentof the BusinessCorporationAct.
The BusinessCorporationAct does, however,modify the appli- cation of Article2.18 and Article 3.69.
While both the BusinessCorporationAct and S.B. 12 became effectiveon the same date--i.e.,ninety days from adjournmentby the Legislature,the legislativehistory is significant.The Business CorporationAct was finallypassed on March 29, 1955, a day subsequent to the initialSenatepassageof S.B. 12. The BusinessCorporation Act was signedby the Governoron April 15th while S.B. I.2was first passed by the House on Way 4, 1955. Thus, at the time of the passage of S.B. 12 the Legislatureknew of and had recentlypassed an Act which was to apply to domesticcorporationsorganizedor to foreigncorpora- tions being admittedintoTexas after its effectivedate. Presumably, both statuteswere