Case Information
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gFn= :?F ‘THE ATTORNEY GENERAL .OF IT&&s.:
AUSTIN GROVERSELLERS
ATTORNEY~GE)I(ERAL
Han-X A.. Seklsoa, Corsrisaloner
State ~Departmnt of Bsg!d.ng
Austin-U+ Texas
oslti' Loah :~ which is en- th a proposed
It is our opinion .. appr0:W.a bha&y- n aubjaot-cor- he naxe deklged'- 'aions of Zub-aedtioKl,- nW.~have'.made~ no apeclal cheek as--to~,the.. .,, 'le&elity of the present corporate nami,, but-we-
-- presume that lts'use Is appropriets by reason of.'
the fact that seid oonpony wss orqnizfd prior
to'.the'passage of X&e Buildi?y end Loan~coae et
th&'Eeirond Call&3 Session of the lJstT~Leglslature~
in1929 which code included the special language mentioned under Sub-seotion 1, Action 30. Further- more, there is a possibility in "our opinion that *2 : .:, -4391. . . ~-
go+ E. A. Jamiaon, page ,’ ‘_ . . - .._ 7 ._ 1 .’
the intent'of 'the'Legislature was to require savy
tugs end loan sssocfationa to use a name that
would iaentlfg their business as ocntradistingulshed
ircm a banking business when, it enacted the sub-. eeotibn to which rererenoe
ia made, thus oauaing the sphere of influence aa exeroiaed by savings
ami loan associations ena benking aseooiatlacs to.
be distinctly unEerstooa by the pub110 with which
eaoh type of fin6nCb.l 1nst:tution deals.
eWe desire information, therelore, ES to whethex Or not’the Mutual Deposit &Loan Coopony,.
Austin, Texas, may'bjr charter smendsxent change its
corporate name to read The xutuel Deposit Cornpang,? ---- ~-dW.i.~le 8818-29 Vernon*‘a Annotated Civil Statutes e providee, in part; -. -._
” . . 1. The name essumed by the essoeiatlot, which &ail not be the name assumed by anj,'other asso- ciation incorporated under. t&is law, nor 8o slmiLer as to be liable to mlslead. The nsmd oi the: assooia- ‘, tlon hereatter terminate with'the "‘O--.-~words~ 'Building 6nd Sloan AssooiatiOnq, ore %6v%ng and :j ) Loan Assooiationf ,* end.asaociation's heretofore chartered,
,....~,nay by smendmant to their uharter, change the neme ot
their association,so es to pr,ovfzle for such terminology,*
.~--Article 88113-31, Vernon*8 Ar@otate& Cfv&T, Statt&sm 16 a6 fOlhWS1 i “Any building and loan a8sbclation or heret.oZore
-.,~...~..~,,_herearter incorporated under the laws OP thfa: State,, may, by resolution adopted by two-thirds vote or shares represented and voted et any annual moating,, or at anp -~--‘---~~-ieetSng helB for that purpose, increase its authorXzed
aapltal stock or amenQ,its articles of associetion .,_ by-law8 in any menner not inconsistent with the provi,- aions cb this eat. No such incrsese of oapital stock rbr amendment to the articles of incorporation or to the, by-laws shall have eftect until a copy of such reaolu- tion, certified by. the president and secretary of auoh shsll b3 iiha, approved and recorded in associstian, the manner as pro?ide$ in this law." *3 .d .
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. Oenerallg speaking, It la stated In Hildsbrand*a Texae Corporations, Vol. 1, page 128;
*A neme of some kind Is essential to the exiat- but insofar 8s there are no enoe of a corporation,
restrlctlons in the oherter, the oorporstion ma’y
adopt any nama that it seas fit, provided
~seleoted 1s not the 8ame as, or no aimllar to that
or another business oonduoted In the same rield
operation that -the public may be deoeived of the
original user may be deprived~or the good will of.
” his business.” . . ., I
The general rule with reference to the ohenge of’ oorporati names as stated In Corpus Juxia %oundum, Vol. 18, ‘page 569 la1 WA atatute oonferrlng the general power to .”
alter or amend a charter Includes the power to
_ ‘alter the oorporate name. An aot whloh provides
that an existing oorpokatlon shell or nay change
” its name, changes _ * in an essentlel partloular
the organlo law of suoh oorporation and Is there-
fore an amendment of,fts oharter and aubjeot to ~’ . provision relating. to amendatoPy
a constitutional dote. . . .* *: ‘._
It is stated in .&erIoan Jurlsprudenoe, Vol. 13, page 276.
WA general method dg whIoh corporations may ohange their name Is eeually kzxpressly provided
for by statu@e;, but a oonatltutlonal provlalon
that corporations may be formed only by general
laws ana not by speoial. aot, exoept for munioi-
pal purposes, Ia not violated by a speolal sot
ohanging the name of an existing. corporation. k generel paver to alter or amend the aharter of
a corporation necessarily InoluEes the parer to
: alter, the name or the oorporstilon. . . .n
. ~... _. ..~. .~.. ._ ~..~., -..-... . .._ ‘. aon. H,. A., JamIson, page, 4 -.i .’ ,.
1 ‘It *(ill ‘be noted’ that Article Sgla-31 ~authorlzee any baIlding and loan assooietion to amend It8 artioles or assoole- ‘. tion or by-laws In sny manner not inconsistent with the provi-
aIons 0r the Act. It will be seen rrom the foregoing author- ItIes that a ‘general power to alter or amend the chsrter oi a aorporation necessarily includes the power to alter
of the o~orporatlon. Howeve?, It la apparent thet thIa general power has been restrioted with reference to building and loan gssooiatlons by Section 1 of Article 8816-29. This statute, expressly provides that the name or-the assooiatlons herearter terminate with the words “building and loan association” or *saving and loan assboIatlonui And a asooia- tlona b~eretorore ohartered mey,by amendment to their oharter, change the name of their aaaoolatlons so as to provide ior such terluinolog~. .I
It his our o&Ion that any buIlUIng and loan aasooia- tion heretorore ohartered may by amendment .to their oharter ~bange~he~llame~,-or.-their :as&ooIa tlon; however, ‘If any building
md Sloan association changes its name, lt mwt comply with the provIslona of Artidle 881a-29. The name of the aasooiatlon must CermInate with the words WbuildIng. and loan assooIatIonR OT asav1ng and loan assoolatlon.”
gpeoltIoally answerlng~ your qua&Ion, It IS 6ur opinion that the Yutual Deposit and Loan Compaay cannot legally by --charter amen&ncnt change Its oorporate name to aldutnal Dspoalt
Compeny. e ‘., ,- .:. .:: ~Pbura yei+ Qwly ‘-
,:. .~. “. ,,’ .;.. C3&&L CF T&S ATk ‘.‘* ; . ~edell-Wlliama Assistant