Texas Attorney General Opinion: M-754 Page: 2 of 10
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Hon. Martin Dies, Jr., page 2
formed under either Article 1302(49), or Article 1303(b), of
this Title 32, (the latter two articles repealed by Acts 1961,
57th Leg., p. 458, ch. 229, Sec. 1, Eff. Aug. 28, 1961),
actually presents two questions for determination in this opinion.
The first question concerns the Secretary of State's right or duty
to require that a corporation seeking reinstatement under
Article 12.17, Title 122A, Taxation-General, comply with all laws
then pertaining to it before allowing reinstatement of its charter.
Assuming that such a duty on the part of the Secretary of State
exists, the second question is whether the provisions of Article
1513a, apply to corporations chartered under either Article 1302(49)
or Article 1303(b), and which corporations seek reinstatement of
their charters granted under the authority of either of these
Article 12.17 provides for administrative and judicial re-
instatements of charters forfeited either administratively by the
Secretary of State or judicially by court order. We are concerned
here with only the right to administrative reinstatement provided
for corporations with charters administratively forfeited by the
Secretary of State. Article 12.17 provides in part:
"(3) . . . (b). Any corporation, domestic
or foreign, whose charter or certificate has been
forfeited without judicial ascertainment by the
Secretary of State may revive said charter or cer-
tificate, by first filing all delinquent franchise
tax reports as required by law and by filing all
franchise taxes, penalties, and interest due by
said corporation at the time of the request. . .
Upon such request, and upon the determination that
all delinquent franchise tax reports have been
filed and all franchise taxes, penalties, and
interest due by said corporation at the time of
the request for reinstatement have been paid, the
Secretary of State shall administratively set
aside the forfeiture. . ."
This statutory provision does not speak of any requirement
that a corporation to be reinstated must comply with any other
laws relating to its existence or operation. However, it can
easily be seen that if such corporation is not required to comply
with all laws pertaining to its existence and operation under its
charter before it is reinstated, the Secretary of State would be
put in the unreasonable and untenable position of reinstating
corporations that cannot exist or operate under their charter as
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Texas. Attorney-General's Office. Texas Attorney General Opinion: M-754, text, 1970; (texashistory.unt.edu/ark:/67531/metapth269981/m1/2/: accessed December 15, 2018), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.