Texas Attorney General Opinion: WW-768 Page: 1 of 3
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THE .Ar"I'ORNEY GENERAL
OF TEXAS
AIUIsnN ix, TEXAs
WILL WILSON
A'OfRN YN GENERAL December 17, 1959
The Honorable Zollie Steakley Opinion No. WW-768
Secretary of State
Capitol Station Re: The authority of the
Austin 11, Texas Secretary of State to accept
and file oronosed articles
of incorporation having the
Duripose to act as attorney-in-
fact for a reciprocal or inter-
insurance exchange organized
and operating under the pro-
visions of Chapter 19, Texas
Dear hMr. Steakley: Insurance Code.
You have asked our opinion on the authority of your office to
accept and file articles of incorporation which include the following
urpose clause:
"The purpose for which the corporation is organ-
ized is to act as the attorney-in-fact for a reciprocal or
inter-insurance exchange organised and operating under
the provisions of Chapter 19, Texas Insurance Code."
Prior to the passage of the Texas Business Corporation Act, a
corporation could be organized in Texas only if its proposed purpoo was
specifically authorized by the laws of this state, In one of the most
fundamental changes made in our corporate law by the Business Corpo
oration Act, corporations may now be organized for any lawful purpose
or purposes (Art. 2.01A). However, as originally enacted the as :
Business Zorporation Act specifically prohibited the incorportit n0iiere-
under of Attorneys-in-Fact for reciprocal exchanges (Art. 2.01B(4)(d).
It has been held that prior to the massage of Article 1513a, Vernon's
Civil Statutes the purpose "to act as attorney-in-fact for a reciDrocal or
inter-insurance exchange" was not a lawful purpose for which corporations
could be formed in Texas (WW-395). Article 1513a is a special act authorisue
ing the creation of corporations the purpose of which may be, among other
things, to act as attorneys-in-fact for reciprocal exchanges. They must
meet certain specified requirements among which is a fully paid in capital
of $500,000. Being a special act dealing with a particular kind of corporation,
Article 1513a was not repeated by the passage of the Texas Business
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Texas. Attorney-General's Office. Texas Attorney General Opinion: WW-768, text, December 17, 1959; (https://texashistory.unt.edu/ark:/67531/metapth267380/m1/1/: accessed April 23, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.