AGO 1950 No. 234 - Mar 6 1950
STATE BANKING CORPORATIONS
State banking corporations are not subject to the provisions of chapter 170, Laws of 1949 (3803-32 1/2 and 32 3/4 Rem. Supp. 1949).
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March 6, 1950
Mr. J. C. Minshull
Supervisor of Banking
Social Security Building
Olympia, Washington Cite as: AGO 49-51 No. 234
We have your letter of February 16, 1950, in which you ask the following question:
Are state banking corporations subject to the provisions of sections 1 and 2, chapter 170, Laws of 1949 (3803-32 1/2 and 32 3/4 Rem. Supp 1949)?
The conclusion reached may be summarized as follows:
State banking corporations are not subject to sections 1 and 2, chapter 170, Laws of 1949.
Section 1, chapter 170, Laws of 1949 (3803-32 1/2 Rem. Supp. 1949) was a re enactment of section 13, chapter 143, Laws of 1939, and the only change in the 1939 statute was to require a one dollar filing charge by the Secretary of State. Section 2, chapter 170, Laws of 1949 (3803-32 3/4 Rem. Supp. 1949) was the penal provision of such act.
The 1939 act was an amendment of chapter 185, Laws of 1933. If any doubt exists as to whether section 13, chapter 143, Laws of 1939, was to be treated as a part of chapter 185, Laws of 1933, it is removed by section 14, chapter 143, Laws of 1939, which provides:
[[Orig. Op. Page 2]]
"Section 13 of this act is hereby added to chapter 185, of the Laws of 1933 and numbered 32 1/2 thereof."
Section 1, chapter 170, Laws of 1949, reads in part:
"Every corporation hereafter organized under this act shall, * * * and every corporation heretofore or hereafter organized under the laws of the territory or State of Washington shall, * * *"
It can readily be seen why this language was used. The 1933 act was intended as a uniform business corporation act, and was applicable to all corporations thereafter formed under its terms and also to all existing corporations formed under general corporation laws. By using the above quoted language from section 1, supra, all general business corporations are brought under the terms of section 1, chapter 170, Laws of 1949; such corporations as might be formed under the 1933 act or under any of its amendments, all general business corporations as might have been formed under some previous general business corporation law and also such as might be formed under any general business corporation laws subsequently enacted. Only by the use of some such language as that used could all ordinary general business corporations be brought under the 1939 act, as amended by the 1949 act. By the term "ordinary general business corporations" we mean such corporations only as are organized in the ordinary manner.
There are other types of corporations such as banks, savings and loan associations, insurance companies, and probably others which are organized under special statutes which require strict supervision, in which each step of the organization is specifically provided for, one of which is the filing of the Articles of Incorporation with the proper state official. Manifestly, the 1933 act was not intended to apply to this last class of corporations, nor do we believe that the 1949 amendment was intended to apply to other than "ordinary general business corporations."
We held in an opinion to the Director of Finance, Budget and Business, dated March 15, 1940, that the 1939 amendment did not apply to industrial loan companies. We are informed that neither banking corporations, savings and loan corporations, nor insurance corporations, have ever complied with the provisions of section 13, chapter 143, Laws of [[Orig. Op. Page 3]] 1939. We also believe that none of the various state officials exercising the power of supervision over such corporations have ever insisted upon their so doing. Nor has the Secretary of State so insisted.
The only consequence of failure to file the list of officers as provided by the 1939 act was that service may be had by serving the Secretary of State. Stauffer-Bowman, Inc. v. Webber, 18 Wn. (2d) 416, 139 P. (2d) 717.
It is our opinion that sections 1 and 2, chapter 170, Laws of 1949 (3803-32 1/2 and 3803-32 3/4 Rem. Supp. 1949) have no application to state banking corporations formed under the banking laws.
Very truly yours,
Assistant Attorney General