Hon. N. 0. Flowers Opinion No. O-1732 Secretary of State Re: Procedureand amount of filing Austin,Texas fee a corporationshouldpay in ex- tendingits charterand decreasing Attentionof Will Mann Richardson its capitalstock.
Dear Sir:
Your recentrequestfor an opinionof this departmenton the above statedpropositionhas been received.
We quote from your letter as follows:
Vhe BeaumontImprovementCompanywas granteda charter in 1890, for a period of fifty years. The capitalstock was $100,000.00. The corporationtishes to extend its charter under the provisionsof Article 1315a ard also to decrease the capitalstock to $5O,OOC.O0.
"The corporationtakes the positionthat because the de- crease in capitalstock is concurrentwith the extensionof the charter,that the filing fee shouldbe $90.00,which is the correctfiling fee for the extensionof.a charterof a $.50,000.00corporation.
"ThisDepartmenttakes the positionthat the decreasein capitalstockmust be a separateamendment,in accordance with Article1332, and that the filirg fee for such an smend- ment would be the minimum of $50.00,airdthat the filingfee for the extension,accordingto Article 1315a, would be $90.00, making a total of $lhO.OOfor the two, it being the opinion of this Departmentthat bo separateinstrumentsare contem- plated and two filing fees must be paid.
Vhe corporation,on the other hand, states that it feels that the matter shouldbe consideredas an applicationfor a new charterfor a ~~O,OOO.OOcorporationand that no fee should be chargedfor the amendmentdecreasingthe capitalstock.
"It has been the customof this Departmentto allow the amendmentof a charterin two particulars,such as a change of nsme~anda change of address,and only one filing fee would be chargedfor the amendment,but we believe that Article1315a Hon. M. 0. Flowers,page 2 (O-1732)
providesfor an entirelydifferentinstment than an amend- ment, and that the extensionof a chartershouldpay a separ- ate filing fee and the decreasein capitalstock shouldalso pay a filingfee.
"We would appreciatean opinionfrom your Departmentas to whetherthese two portionsof the chartercan be amended in one instrumentand pay ens filing fee, or whethertwo instrumentsand two filing fees are contemplated."
Articles1315(a)and 1315(b)read as follows:
"Art. 1315(a). Subjectto a findingby the Secretaryof State as hereinafterprovided,any privatecorporationorgan- ized or incorporatedfor any purpose or purposesauthorized under this Title,at any ~time~uithin ten (10) years prior to the expirationof its charter,or any extentionthereof,may extendsuch charterand the corporateexistenceof such cor- porationfor an additionalperiod of not to exceedfifty (50) years frcm the expirationdate of the originalcharter,or any extensionthereof,with all the privileges,powers,immuni- ties, right of successionby its corporatensme, and rightsof property,real and personal,exercisedand held by it at such expirationdate, to the same intentsand purposesas upon origi- nal incorporation.The manner of extendingany such charter shall be by a resolutionin writing,adoptedat any annual or specialmeeting of stockholderscalledfor that purposeby stockholdersholdinga majorityof the shares of capitalstock of such corporationthen outstanding,such resolutionto speci- fy the period of time for which the charteris extended,and a copy of such resolution,duly certifiedby the secretaryof the corporation,under the corporateseal, shall be filed dnd re- corded in the officeof the Secretaryof State. Upon the adop- tion of such resolutionand the filing of a certifiedcopy thereofwith the Secretaryof State, 'together with payment of the fiiing fee hereinprescribed,the charterand corporate existenceof such corporationmay be extendedfor the additional period of time recitedin such resolution. The