Attorney General Opinion WW-0558

Dear.Slr: ,In. your 'letter oY ~requeat you'have .asked eertaln quest1ons,pe~.~~nlng~to-~t~e~gr~tl~g .oP ~a,permlt'to a foreign cor.por~tlon. ..This oplrilon~l.~'ias.ued in response to qnestlon~amaber .two :~in..ymr.lettez!. (~QuesX~o~s:~u~~red one, three:'and four have'beendealt -within a pTlor~:opi~- lon,~#o.:Ww-~. The -second ,question'ls: ""Sboul.d:the,Secr~tary dr~State ac~cept arid.flle an application fora.%ertlRcate .of:Ant~horlty under the ~:provUions al ,,Arti- 4le ilg.3 ~:for.a ..pmpuaemiitch 'is n6t 'i-eEen- tical::in:Ilanguage~~;.doea not ~lnclude.the r&tire purpase~:dlanse.:a~tho~ized by;saia 'It .33tattiteY 'T& .rorporat;~on'un'der:~e~tt:ion.,stated as Its PUP- pose: '%o act as.trustee,~-&ecutor, adnii?iix+ .tratoa, or~guardign,PPh~:'degLgnated by~~'auy person, -c-orpuration, .or::a.:court .~to .do ~.ao, an~d a9 agent for~the performamce ,of ~auy law'iul act." Honorable Zqllle Steakley, page 2, (~~-558) Article I513a reads in part as follows: "Sec..2. Trkst Companies may be created; ard any corporation, however created,.&ay amend its charter in com- pliance herewith, or a foreign corpora- tion may obtain a certificate of authorl- tg to do business In Texas for the Sol- lowing purpose:~ "To act as- trustee; executor, admin- istrator, or guardian when designated by any rsrson, corporation, or a court to do SO,% and,.as agent for the performance of apy'.:awfyl, act ,I lncludlng the right to ~recelveedepdslts -ma,de by agencies of the Unit&d States of America for the author- izedaccount of.,any Individual; to act as attoriaeyl,ln-facts for reciprocal or lnter- insursnce exchange..:"' The Legislature in Sections 2 through 7 of Senate Bill No. 165, Acts of the 55th Legislature, Regular Ses- sion, 1957, Chapter 388, codified as Article 1513a of Ver- non's Civil Statutes, provided the,Secretary of' State with authority to lss~ue a charter to a domestic corporation, accept amendment of a charter of a domestic corporation, and issue'a certificate of author1ty.t.o a forelgnhorpora- tion to operate in Texas as a trust company; and, ,ln Sec- tion 1 of the Bill, expressly repealed Chapter 7. of~the Texas Insurance Code, Vernon's Cl.vil Statutes, which pre- viously had provided the Board of Insurance Commlssloners w:th e>lthorlty to qualify corporations to operate as trust companies. Artlcle'1513a thereby became the only statute under which a foreign corpor~atlon could secure a certificate of authority to operate in Texas as a trust company.and, as a statute under which domestic corporations could secure' au- thority to operate as trust companies, became of great lm- portance to domestic corporations as well. Since 1eglsIative policy in's gl.ven field should be consid'ered when viewing particular enactments In thatfield, consideration in this instance should be glven'to %he appro- val by the Legislature in adopt'lng the Texas Business Cor- poration Act of the policy of flexlblllty providing that the public interest IS adequately protected. Honorable Zollle Steakley, page 3, (~~-558) In consfderation of all these matters, the avalla- billty of a statute, such',as Article 1513a, should not be unnecessarily restricted, although the restrictlonncontalned in Section 7 of Article 1513a, must be observed: . the provlslons~of Article 2.01A (of the Texas Business io;pora- tion Act) permitting a corporation to have more than one DUI’DOSe shall IlOt aDDb." While the Legislature has COMO- ted-as no more than‘&: purpose all of the authorization .~ stated in ArtlcIe 1513a. there is no restriction which pre- vents the use of only a-part of the authorization as a com- plete purpose. Therefore, It Is the opinion of this office that it IS not necessary for a,corporation utilizing Article 1513a, In stating Its purpose, to use the identical language of the purpose clause of that statute or to use the purpose clause in Its entirety. SUMMARY The Secretary of.State can accept and file an applfoation for a Cer- tificate of Authority 'under the provisions of Article 1513a, Ver- non's Civil Statutes, for a purpose authorized in said statute, but which is not identical in language and does not Include the entire pur- pose clause as stated In the said statute. Very truly yours, WILL WILSON Attorney General of Texas BY Assistant CDC:rm Honorable ZOl.lle Steakley, pags 4, (WW-558) APPROVED: OPINION COMMITl'~ Geo. P. Blackburn, Chairman Riley E. Fletcheiy Leonard Passmore Ralph Ra'sb~' Robert H..ti&Us REVI~ F~R'THE ATTORNEY GENERAL BY: W. V. Geppert