Express Legislative Direction Required to Limit the Texas Attorney General’s Quo Warranto Authority: Commentary on Paxton v. Annunciation House

Express Legislative Direction Required to Limit the Texas Attorney General’s Quo Warranto Authority: A Commentary on Paxton v. Annunciation House

I. Introduction

In Warren Kenneth Paxton, Jr., in his Official Capacity as Texas Attorney General, and the State of Texas v. Annunciation House, Inc., the Supreme Court of Texas issued a far-reaching opinion about the constitutional powers of the Attorney General, the ancient remedy of quo warranto, state immigration-related criminal enforcement, religious liberty, and administrative inspection of corporate records.

The case arises out of the Attorney General’s attempt to investigate and potentially shut down Annunciation House, a long-standing Catholic-affiliated nonprofit in El Paso that provides shelter, food, and other services to migrants, including those without lawful immigration status. The Attorney General alleged that Annunciation House was operating as an illegal “stash house” and “harboring” undocumented immigrants in violation of the Texas Penal Code. To pursue those allegations, he:

  • Issued a statutory records-inspection request under the Business Organizations Code; and
  • Sought leave to file an information in the nature of quo warranto to revoke the nonprofit’s corporate charter and requested injunctive relief to halt its operations.

The district court responded with sweeping rulings:

  • Declared the Business Organizations Code records-inspection provisions facially unconstitutional;
  • Held that the Attorney General’s quo warranto authority was effectively displaced by newer corporate dissolution provisions;
  • Found that the Texas alien-harboring and “stash house” criminal provisions were either not violated, were preempted by federal law, or were unconstitutionally vague as applied; and
  • Applied the Texas Religious Freedom Restoration Act (RFRA) to bar the Attorney General’s proposed quo warranto action and related injunction.

Because the trial court’s injunctions and declaratory rulings turned on multiple constitutional holdings, the Attorney General took a direct appeal to the Supreme Court of Texas. The high court used that vehicle to clarify foundational principles:

  • The Attorney General’s quo warranto authority over corporations is constitutionally grounded in Article IV, § 22 of the Texas Constitution and can be limited only when the Legislature expressly says so;
  • Violations of criminal law may serve as predicate “unauthorized exercises of corporate power” for quo warranto proceedings;
  • The “leave to file” stage in quo warranto is governed by a pleadings-only standard, not an evidentiary merits test;
  • Texas’s alien-harboring and stash-house statutes are neither preempted by federal law nor unconstitutionally vague on the facts alleged; and
  • The corporate records-inspection statutes can and should be construed to allow precompliance review, preserving their constitutionality under City of Los Angeles v. Patel.

At the same time, the Court was careful to emphasize what it was not deciding: it did not decide whether Annunciation House has in fact violated any criminal law, whether its charter should be revoked, whether RFRA will ultimately bar the requested remedies, or whether the Attorney General is entitled to injunctive relief shutting down the shelters. It decided only that the Attorney General may file his quo warranto action and that the statutory tools he invoked remain valid.

II. Summary of the Opinion

Distilled to its essentials, the Court’s holdings are:

  • Attorney General’s constitutional authority preserved. Article IV, § 22 of the Texas Constitution grants the Attorney General independent constitutional authority to inquire into corporate charter rights and to seek judicial forfeiture by quo warranto. This authority:
    • Includes the ability to predicate quo warranto on alleged violations of criminal law; and
    • May be limited or displaced only when the Legislature does so “expressly”.
  • No statutory displacement by the Business Organizations Code. Business Organizations Code § 11.301(a)(5), which allows judicial winding up of corporations following certain felony convictions and persistent felonious conduct, does not “supplant” or abrogate the Attorney General’s quo warranto powers.
  • Chapter 66 quo warranto grounds satisfied at the pleadings stage. Civil Practice and Remedies Code § 66.001(4)-(5) — covering corporate acts that cause forfeiture of corporate rights or the exercise of powers not granted by law — encompass the Attorney General’s allegations that Annunciation House violated the alien-harboring and stash-house statutes.
  • Standard for “leave to file” is a sufficiency-of-the-pleadings test. Under § 66.002(d), the court’s job at the leave stage is only to determine whether the petition states a cause of action and shows “probable ground” for proceeding, assuming the allegations are true; the court must not weigh evidence or decide merits questions at that stage.
  • Harboring interpreted in line with Cruz v. Abbott. The Court adopts the Fifth Circuit’s understanding that “harboring” requires concealment or shielding from detection, not merely providing shelter. On the Attorney General’s version of the facts, his pleadings allege concealment and non-cooperation with law enforcement, sufficient to state a harboring offense for purposes of leave to file.
  • RFRA cannot be used to bar filing of the quo warranto action. Even assuming RFRA fully applies in this context, using it at the leave-to-file stage to block the initiation of litigation is premature. RFRA issues are reserved for later stages once an adequate record exists.
  • No federal preemption of Texas alien-harboring and stash-house statutes. Penal Code §§ 20.05(a)(2) and 20.07(a)(1) are neither field nor conflict preempted by federal immigration law. They closely track the federal harboring statute and fall within the sphere left open to state enforcement.
  • No unconstitutional vagueness. Neither the harboring-related Penal Code provisions nor the quo warranto framework are unconstitutionally vague as applied to Annunciation House given the established meaning of “harboring” and the ordinary bounds of prosecutorial discretion.
  • Records-inspection statutes saved by constitutional avoidance. Business Organizations Code §§ 12.151–.152, which require corporations to “immediately” permit record inspections, are not facially unconstitutional. Properly construed in light of Rule 176.6(e), they allow precompliance review before penalties attach, as required by Patel.
  • Trial court’s injunction vacated and admonished. The permanent injunction:
    • Improperly required the Attorney General to submit any future records requests to that court for preapproval for two years; and
    • Was tainted by the court’s failure to accord the Attorney General the constitutionally required presumption of regularity and good faith.
    The injunction is vacated, and the matter is remanded for further proceedings.

III. Detailed Analysis

A. Factual and Procedural Background

Annunciation House is a charitable corporation founded in 1976 and closely associated with the Roman Catholic Diocese of El Paso. It operates several shelters providing temporary housing, food, and support services to migrants and refugees crossing from Mexico, regardless of immigration status. Its operations are explicitly tied to Catholic teachings about service to the poor and the stranger.

On February 7, 2024, state officials, pursuant to Business Organizations Code §§ 12.151–.152, served Annunciation House with a written “Request to Examine” and demanded immediate access to a variety of internal records, threatening forfeiture of the organization’s right to do business in Texas and criminal penalties if it refused. The officials allowed director Ruben Garcia to consult counsel but insisted that production must begin the next day.

Rather than comply overnight, Annunciation House’s attorney proposed to respond within thirty days. The Attorney General’s office refused that timeline, and Annunciation House filed suit in state district court seeking a temporary restraining order and a declaration that the records request was unconstitutional. The trial court issued a TRO, later extended it, and eventually conducted a consolidated hearing on:

  • Annunciation House’s claims for declaratory and injunctive relief; and
  • The Attorney General’s plea to the jurisdiction and his motion for leave to file a quo warranto counterclaim seeking to revoke Annunciation House’s corporate charter and to enjoin its operations.

As the pleading posture evolved, the Attorney General’s theory shifted from simply punishing noncompliance with the records request to alleging that Annunciation House was:

  • Engaged in “systematic conduct that constitutes illegal alien harboring and operation of a stash house” in violation of Penal Code §§ 20.05(a)(2) and 20.07(a)(1); and therefore
  • Subject to charter forfeiture by quo warranto as a corporation exercising powers “not granted by law.”

Annunciation House responded with a summary-judgment motion arguing, among other things, that:

  • Business Organizations Code § 11.301(a)(5) provides the exclusive mechanism for corporate termination based on criminal conduct, thereby supplanting quo warranto in this field;
  • The Attorney General had not adequately alleged a violation of the alien-harboring or stash-house statutes; and
  • The Penal Code provisions themselves were preempted, vague, and, when used in quo warranto, violative of RFRA and due process.

The trial court granted summary judgment for Annunciation House, declaring:

  • Business Organizations Code §§ 12.151–.152 facially unconstitutional under the First and Fourth Amendments;
  • The Attorney General’s particular records request to Annunciation House an act of religious harassment in violation of Government Code § 2400.002 (the “Save Chick-fil-A” law);
  • Penal Code §§ 20.05(a)(2) and 20.07(a)(1) either not violated on the alleged facts, preempted by federal law, or unconstitutionally vague as applied; and
  • Business Organizations Code § 11.301(a)(5) the exclusive route to terminate a corporation for criminal violations, thus abrogating quo warranto in that area.

The court also:

  • Denied the Attorney General leave to file his quo warranto counterclaim and his request for an injunction stopping Annunciation House’s operations; and
  • Issued a permanent injunction requiring that any future records inspection requests to Annunciation House be filed in that court and subjected to judicial precompliance review for two years.

Because the trial court’s rulings rested on multiple constitutional determinations, the Attorney General took a direct appeal to the Supreme Court of Texas under Government Code § 22.001(c), which permits direct appeals when a trial court grants or denies an injunction “on the ground of the constitutionality of a statute.”

B. Precedents and Doctrinal Foundations

1. The history and nature of quo warranto

The Court devotes significant space to reconstructing the historical pedigree of quo warranto, from King Edward I’s thirteenth-century efforts to reclaim baronial “franchises,” through the transformation from royal prerogative writ to “information in the nature of quo warranto,” to its role in regulating corporate charters in English and American law.

Key points in that historical survey:

  • Medieval origins: Quo warranto began as a way for the Crown to ask “by what warrant” local magnates exercised delegated royal powers, reclaiming franchises in cases of “mal-user or non-user.”
  • Transition to civil remedy: The writ evolved into a civil information filed by the attorney general in the Court of King’s Bench, functionally equivalent to the older writ and aimed at determining the legality of assumed public powers.
  • Application to corporations: As corporations came to be seen as creatures of the sovereign’s grant, quo warranto became the vehicle for revoking corporate charters for abuse or neglect of corporate privileges, a principle Blackstone described and Justice Story recognized as “the common law of the land.”
  • Adoption in Texas:
    • The Republic of Texas adopted the English common law in 1840, including quo warranto.
    • Antebellum statutes specifically required the Attorney General to file informations in the nature of quo warranto to enforce charter conditions for particular corporations.
  • Constitutionalization in 1876: Article IV, § 22 of the Texas Constitution elevated the Attorney General’s duty to “inquire into the charter rights of all private corporations” and, “whenever sufficient cause exists,” to “seek a judicial forfeiture of such charters, unless otherwise expressly directed by law.”
  • Statutory codification: An 1879 act, now codified in Chapter 66 of the Civil Practice and Remedies Code, set out grounds for quo warranto, including when a corporation “exercises power not conferred by law” or commits acts that require surrender or forfeiture of corporate rights.

This doctrinal background underpins the Court’s insistence that quo warranto is neither an archaic relic nor a purely statutory remedy. It is a constitutionally rooted tool of corporate oversight that the Attorney General wields as an aspect of his office’s “ancient” and discretionary powers.

2. Constitutional status of the Attorney General’s power

The Court relies heavily on past Texas cases to confirm that:

  • The Attorney General possesses broad, discretionary authority to represent the State and to decide what actions to file, as recognized in decisions like Maud v. Terrell, Terrazas v. Ramirez, and, more recently, Webster v. Commission for Lawyer Discipline;
  • Article IV, § 22 constitutionalizes that authority specifically as to corporate charter oversight and forfeiture by quo warranto; and
  • The phrase “unless otherwise expressly directed by law” in § 22 acts as an explicit clear-statement rule that the Legislature must satisfy before it can curtail or redirect the Attorney General’s quo warranto authority.

Particularly important is State v. Teachers Annuity Life Insurance Co., a 1941 case in which the court of appeals (with writ refused) held that:

  • The Attorney General’s delegated duty under Article IV, § 22 is “limited only” by the “expressly directed by law” proviso; and
  • Within those bounds, the Attorney General himself has the power to determine whether “sufficient cause” exists to seek charter forfeiture.

The Supreme Court treats Teachers Annuity as binding precedent and uses it to reject Annunciation House’s argument that the Legislature must enumerate specific predicates (e.g., particular crimes) before the Attorney General can pursue them by quo warranto.

3. RFRA and free-exercise precedents

The Court discusses Texas RFRA (Civil Practice & Remedies Code Chapter 110) primarily through the lens of Barr v. City of Sinton and Hensley v. State Commission on Judicial Conduct, stressing:

  • RFRA requires individualized, practice-specific balancing using a strict-scrutiny test (compelling interest + least restrictive means); and
  • RFRA can support affirmative claims for injunctive relief (as in Hensley) but its resolution still depends on a sufficient factual record.

These cases guide the Court’s decision to defer RFRA analysis until after the Attorney General’s quo warranto action is actually filed and more facts are developed.

4. Preemption and immigration federalism

On preemption, the Court applies more recent U.S. Supreme Court guidance from:

  • Arizona v. United States – outlining field and conflict preemption in the immigration context;
  • Kansas v. Garcia – rejecting an expansive view of “immigration” preemption and upholding state criminal laws that incidentally affect unauthorized workers; and
  • Chamber of Commerce v. Whiting – sustaining an Arizona law that paralleled federal law on unauthorized employment and pointing out that when state and federal standards are “parallel,” conflict preemption is difficult to establish.

Critically, the Court emphasizes statutory text and clear evidence of congressional intent rather than generalized “purposes,” echoing its broader skepticism of free-floating purposivism in cases like Morath and Gabriel Investment Group.

5. Fourth Amendment and precompliance review (Patel)

Both parties accept that City of Los Angeles v. Patel governs the facial challenge to the records-inspection statute. Patel invalidated a Los Angeles ordinance that compelled hotel operators to give police instant, on-demand access to guest registries, with criminal penalties for refusal, and allowed no meaningful opportunity for precompliance review by a neutral decisionmaker.

The Texas Supreme Court closely tracks Patel’s core holding — that such schemes are unconstitutional when they provide no precompliance review — but then asks whether Texas’s statutory scheme can be reasonably read, in light of existing procedural law, to allow such review and thereby avoid constitutional infirmity.

C. The Court’s Legal Reasoning

1. Scope of the Attorney General’s quo warranto authority

(a) Criminal conduct as an “unauthorized exercise of power”

Annunciation House argued that Article IV, § 22 and Chapter 66 should be read narrowly, limiting quo warranto to traditional corporate abuses such as excessive tolls or unauthorized taxation, not to criminal conduct like harboring undocumented immigrants. The Court rejects that cramped view.

Parsing Article IV, § 22’s text — which authorizes the Attorney General to prevent corporations from:

“exercising any power or demanding or collecting any species of taxes, tolls, freight, or wharfage not authorized by law.”

— the Court uses standard interpretive canons to conclude that “exercising any power” is an independent category, syntactically distinct from “demanding or collecting taxes, tolls, freight or wharfage.” Each item in the series is modified by “not authorized by law.” Thus:

  • The Attorney General’s constitutional duty is not confined to overcharging or unlawful tolls; it extends to any exercise of corporate power not authorized by law.
  • Because criminal conduct is, by definition, not “authorized by law,” at least some criminal acts by a corporation can qualify as forbidden exercises of power and hence as possible grounds for quo warranto.

The Court reinforces this textual reading with historical evidence from other states and nineteenth-century treatises holding that violations of criminal law do qualify as misuse of corporate franchises justifying quo warranto.

(b) Legislative limits must be “expressly directed”

The opinion then emphasizes the uniqueness of Article IV, § 22’s final clause:

“He shall, whenever sufficient cause exists, seek a judicial forfeiture of such charters, unless otherwise expressly directed by law.”

This language imposes a constitutional clear-statement rule. The Legislature may:

  • Require quo warranto in particular circumstances;
  • Adjust procedures; or
  • Even eliminate quo warranto in discrete areas —

but only if it does so expressly. Implied limitations, negative implications, and statutory silence are not enough.

This framework drives the Court’s rejection of the trial court’s reliance on:

  • Business Organizations Code § 11.301(a)(5) (felony-based winding up); and
  • Chapter 66 of the Civil Practice & Remedies Code (grounds for quo warranto).
(c) Why § 11.301 does not “supplant” quo warranto

Section 11.301(a)(5) allows courts, in actions brought under § 11.303, to decree winding up and termination of a corporate entity where:

  • The entity or a “high managerial agent” has been convicted of a felony committed in the conduct of its affairs;
  • The entity or agent engaged in a “persistent course of felonious conduct”; and
  • Termination is necessary to prevent future similar felonious conduct.

The trial court reasoned that because this is a specific statutory mechanism for terminating corporations due to felonies, it impliedly displaces the Attorney General’s ability to seek the same end by quo warranto based on mere allegations of criminality (without conviction).

The Supreme Court rejects that view:

  • Nothing in § 11.301 even mentions quo warranto or Article IV, § 22; it creates a distinct avenue for corporate termination, particularly tied into a broader scheme about the Secretary of State’s role in winding up entities.
  • Under the common-law canon against implied abrogation, mere silence is not enough to displace an established remedy — much less a remedy embedded in the Constitution with an explicit clear-statement requirement.
  • Far from absurd, coexistence of § 11.301 and quo warranto reflects different enforcement pathways: one keyed to prior criminal convictions, the other rooted in broader corporate misuse of powers (including, potentially, criminal misuse) without requiring conviction.
(d) Why Chapter 66 does not narrow the Attorney General’s predicate grounds

Chapter 66 lists circumstances under which “an action in the nature of quo warranto is available,” including when:

  • “a corporation does or omits an act that requires a surrender or causes a forfeiture of its rights and privileges as a corporation” (§ 66.001(4)); or
  • “a corporation exercises power not granted by law” (§ 66.001(5)).

Annunciation House argued that, because criminal conduct is not mentioned explicitly, it is implicitly excluded as a basis for quo warranto. The Court, again invoking Article IV, § 22’s express-direction requirement, finds that:

  • Even if Chapter 66 were read as an exhaustive list of grounds, those grounds are broad enough to include criminal acts (as an “exercise of power not granted by law”).
  • The Legislature did not purport to carve out criminal violations as categorically off-limits to quo warranto, and it could not do so by mere negative implication in any event.

Accordingly, the Court concludes that neither § 11.301 nor Chapter 66 deprives the Attorney General of authority to pursue quo warranto against Annunciation House based on alleged violations of the alien-harboring and stash-house statutes.

2. Standard for granting leave to file a quo warranto action

A central procedural holding concerns what a trial court is supposed to evaluate when the Attorney General seeks “leave to file” an information in the nature of quo warranto.

Drawing on nineteenth-century cases such as Hunnicutt v. State ex rel. Witt and modern appellate decisions such as State v. City of Double Horn, the Court holds:

  • The leave-to-file stage is not a mini-trial on the merits.
  • Section 66.002(d)’s “probable ground for the proceeding” requirement is satisfied if the petition, assuming its allegations are true, states a cause of action within the scope of quo warranto.
  • No evidence is required to support the petition at this stage; an “official statement, unsworn,” by the Attorney General is historically sufficient to authorize filing.
  • Leave may properly be denied only when there is a legal defect apparent on the face of the petition:
    • The alleged conduct, even if true, does not violate any law;
    • The petition falls within an area the Legislature has expressly
    • Some clear jurisdictional or venue defect appears on the face of the pleading.

Because the trial court treated the leave stage as an occasion to resolve factual disputes, weigh evidence, and decide complicated questions about Fourth Amendment rights and RFRA, the Supreme Court holds that it exceeded its proper role. Once filed, the quo warranto action will be subject to all ordinary civil tools — including motions to dismiss, summary judgment, and trial — but those are post-filing devices.

3. Construction and application of the alien-harboring statutes

Texas Penal Code § 20.05(a)(2) makes it an offense to:

“encourage or induce a person to enter or remain in this country in violation of federal law by concealing, harboring, or shielding that person from detection.”

Section 20.07(a)(1) criminalizes the use of real property to commit a § 20.05 offense, creating the “stash house” offense. The Court adopts the Fifth Circuit’s Erie-guess interpretation from Cruz v. Abbott:

  • “Harboring” under § 20.05(a)(2) requires an element of concealment or shielding from detection; it does not cover “merely renting or providing a place to live.”
  • This interpretation aligns with numerous federal and state decisions interpreting analogous “conceal, harbor, or shield” language to imply hiding from authorities rather than just providing necessities.

The Attorney General explicitly agrees that mere provision of shelter to undocumented migrants is not a crime. However, he alleges much more: that Annunciation House systematically refuses to admit law enforcement for the purpose of protecting undocumented migrants from detection and purposefully shields them from authorities. The Supreme Court, at the leave-to-file stage, must assume those allegations are true. On that assumption:

  • The Attorney General has alleged conduct that, if proven, would cross the line from charitable sheltering into prohibited “harboring” under Cruz’s standard; and
  • He has thus alleged “probable ground” for a violation of §§ 20.05 and 20.07 sufficient to support filing a quo warranto action predicated on those offenses.

The Court carefully notes that it is not deciding whether Annunciation House in fact engaged in such conduct. That is left entirely for the trial court on remand.

4. Limits on early RFRA-based obstruction of litigation

Annunciation House, backed by numerous amici, argued that RFRA should bar the Attorney General from even filing a quo warranto action or seeking an injunction because doing so would substantially burden its religious mission of serving migrants and closing its shelters would obliterate its ability to exercise that ministry.

The Court assumes, without deciding, that RFRA fully applies in this context — including to quo warranto proceedings — but holds that RFRA cannot be wielded at the threshold to prevent the Attorney General from filing suit. Central to this reasoning is RFRA’s structure:

  • RFRA litigation is inherently fact-intensive and practice-specific, requiring courts to determine:
    • What religious exercise is at issue;
    • How, exactly, government action substantially burdens that exercise; and
    • Whether the government’s objectives are compelling and pursued by the least restrictive means in relation to that particular religious practice.
  • Those determinations cannot responsibly be made at the leave-to-file stage, where the court’s authority is limited to the four corners of the Attorney General’s petition and no factual record has been developed.

Thus, in the Court’s view, the relevant government action at this stage is not “closing Annunciation House” (a possible outcome), but merely filing a lawsuit. Litigation itself is not the kind of burden RFRA is designed to preempt; indeed, RFRA is meant to be invoked within litigation as either a defense or an affirmative claim.

The Court leaves open:

  • Whether the ultimate application of §§ 20.05, 20.07, and Chapter 66 to Annunciation House would substantially burden its religious exercise;
  • Whether the State’s interests in enforcing its criminal and corporate laws in this context are compelling; and
  • Whether charter forfeiture or injunctive closure of the shelters is the least restrictive means of furthering those interests.

All of those RFRA questions remain available on remand at an appropriate procedural juncture.

5. Rejecting preemption and vagueness challenges

(a) Preemption

On field preemption, Annunciation House invoked Arizona v. United States and broadly suggested that regulation of harboring and related immigration activity is exclusively federal. The Court responds by:

  • Emphasizing that the Supreme Court has never held that “every state enactment which in any way deals with aliens is per se preempted”; and
  • Noting that Annunciation House failed to identify any coherent “field” Congress has wholly occupied that would encompass Texas’s harboring and stash-house provisions.

On conflict preemption, the Court:

  • Points out that the Texas harboring offense expressly requires that the person be “in this country in violation of federal law,” thereby aligning its scope with the federal definition; and
  • Relies on Whiting’s reasoning that when state and federal laws are tightly parallel, “there by definition can be no conflict” in regulating the same primary conduct.

The Court also highlights 8 U.S.C. § 1324(c), which authorizes “all other officers whose duty it is to enforce criminal laws” — including state officers — to make arrests for violations of the federal harboring statute. This affirmative invitation is inconsistent with any supposed purpose to exclude states from the harboring domain.

Finally, the Court rejects obstacle preemption arguments that rest on speculative or policy-based notions of federal enforcement preferences, observing that:

  • Preemption must be grounded in “Laws of the United States,” not the shifting “priorities or preferences of federal officers”; and
  • Congress has clearly empowered, not forbidden, state participation in combating harboring.

Accordingly, the Court holds that Texas’s harboring and stash-house statutes are not preempted and may serve as valid predicates for a quo warranto action.

(b) Vagueness

Annunciation House argued that, as applied through quo warranto, the harboring statute and quo warranto framework are unconstitutionally vague because:

  • They fail to give fair notice that charitable sheltering could be treated as criminal harboring; and
  • They vest the Attorney General with “standardless” discretion to target disfavored corporations.

The Court rejects both aspects:

  • By adopting Cruz’s concealment-based interpretation of “harboring,” the statute clearly distinguishes between lawful sheltering and unlawful concealment. On the Attorney General’s allegations (assuming concealment), Annunciation House had adequate notice that such conduct would be criminal.
  • Using alleged criminal acts as a basis for quo warranto does not enlarge the Attorney General’s discretion beyond ordinary prosecutorial discretion, which the U.S. Supreme Court has consistently upheld as constitutionally permissible in cases like Batchelder and Standard Oil v. Missouri.

The Court notes that true vagueness concerns arise when a law specifies “no standard of conduct at all” or is so imprecise that it invites arbitrary enforcement. Here, the combination of:

  • A well-defined criminal statute; and
  • A long-standing, textually anchored quo warranto framework

does not come close to that threshold.

6. Saving the records-inspection statutes via constitutional avoidance

The trial court found Business Organizations Code §§ 12.151–.152 facially unconstitutional because they require corporate officers to “immediately permit” inspection of records upon the Attorney General’s written request, and refusal triggers severe penalties, including forfeiture of the right to conduct business. Annunciation House argued that this scheme, like Los Angeles’s hotel-registry ordinance in Patel, provided no opportunity for precompliance review before penalties attached.

The Supreme Court, applying constitutional avoidance, construes “immediately” in light of:

  • The physical impossibility of literally instantaneous compliance; and
  • The preexisting availability of precompliance review mechanisms such as Rule 176.6(e), which allows any person commanded to permit inspection to seek a protective order “before the time specified for compliance.”

The Court holds:

  • “Immediately” should be understood to require production as soon as practicable, but not in a manner that eliminates the ability to seek judicial review of the request before sanctions are imposed.
  • Nothing in the text of §§ 12.151–.152 purports to displace or forbid Rule 176.6(e) or similar forms of precompliance review.

Properly construed, then, the statutes:

  • Allow the Attorney General to demand prompt access to records; and
  • Allow entities like Annunciation House to seek precompliance review if they believe a request is unlawful or overly burdensome.

That construction satisfies Patel’s requirement for precompliance review before penalties attach. The Court therefore reverses the facial-unconstitutionality ruling.

The Court also rejects the trial court’s reliance on the “Save Chick-fil-A” statute (Government Code § 2400.002), holding that there is no evidence the Attorney General’s actions were “based wholly or partly on” Annunciation House’s religious beliefs or status. The opinion reiterates that public officials are entitled to a presumption of good faith unless and until credible evidence suggests impermissible motives.

7. Correcting the injunction and admonishing the trial court

Having found the statutory and constitutional underpinnings of the injunction flawed, the Supreme Court vacates it. But it goes further, identifying two independent problems with the injunction’s form and tone:

  • Overbreadth and separation of powers: The injunction:
    • Required the Attorney General to file any future records requests with that specific district court; and
    • Purported to reserve to itself exclusive control over two years of precompliance review.
    The Court questions whether such a structure could ever satisfy injunction law’s requirements of narrow tailoring and precision, especially when directed at a constitutional officer exercising core executive authority.
  • Failure to accord the Attorney General a presumption of regularity: The trial court’s order contained strong language accusing the Attorney General of harassment, bad faith, and political motivation. The Supreme Court reminds trial courts that they:
    • Owe coordinate branches — including the Office of the Attorney General — a presumption of “regularity, good faith, and legality” at the outset; and
    • Should not ascribe improper motives without evidentiary support.

Though the Court does not decide whether any narrower form of injunction might be warranted on remand, it makes clear that any such relief must rest on correct legal premises and respect the constitutional status of the Attorney General’s office.

IV. Impact and Implications

A. For the Attorney General and corporate regulation

The opinion significantly strengthens and clarifies the Attorney General’s role as the State’s constitutional corporate regulator:

  • It reaffirmatively grounds quo warranto in Article IV, § 22 rather than treating it as merely a statutory mechanism subject to ordinary implied repeal.
  • It declares that legislative efforts to displace or narrow that authority must be express, raising the bar for any future attempt to curb the Attorney General’s quo warranto powers.
  • It endorses a generous pleading standard at the leave-to-file stage, limiting trial courts’ ability to preempt enforcement actions before they even begin.

Practically, this gives the Attorney General a potent tool to address alleged corporate misconduct — including criminal misconduct — that may not be fully captured or remedied by other enforcement regimes. It also signals to the Legislature that if it wants to reassign or limit that authority, it must do so clearly and directly.

B. For immigration-related enforcement and nonprofit shelters

On immigration enforcement, the decision:

  • Affirms the constitutionality of Texas’s alien-harboring and stash-house statutes against preemption challenges, inviting continued and perhaps expanded use of those provisions in state-level enforcement.
  • Simultaneously constrains their scope by adopting Cruz’s concealment requirement, protecting bona fide humanitarian actors who merely provide food, shelter, and basic care from being swept into criminal liability absent some element of shielding from detection.

For nonprofits and religious shelters on the border, the ruling is a mixed development:

  • They remain vulnerable to investigation, records inspection, and potential quo warranto actions if the Attorney General alleges that their conduct crosses the line into active concealment of undocumented migrants.
  • But they have:
    • Clarified statutory boundaries (mere sheltering is not harboring);
    • Access to precompliance judicial review of onerous records requests; and
    • Future opportunities to raise RFRA defenses and other constitutional arguments once the factual record is developed.

C. For religious organizations and RFRA litigation strategy

The decision is especially important for how RFRA is to be deployed:

  • RFRA can be a powerful shield — even a sword — but it cannot be used to prevent the State from merely filing a lawsuit within the Attorney General’s constitutional authority.
  • Courts will generally require at least some factual development before deciding RFRA claims, particularly when the alleged burden turns on outcomes (e.g., closure of a facility) rather than the mere existence of litigation.

Religious organizations should therefore expect to:

  • Litigate RFRA defenses on summary judgment or at trial, rather than via threshold motions to block filing; and
  • Present detailed, concrete evidence of religious motivation, burden, and less-restrictive alternatives tailored to their specific ministries.

D. For administrative inspections and business records

The decision has broader implications for all Texas businesses and nonprofits subject to records-inspection statutes:

  • It confirms that Texas’s inspection regime can be operated constitutionally so long as entities have access to prompt, precompliance judicial review (e.g., via Rule 176.6(e)).
  • It signals that courts will interpret inspection statutes, where possible, to coexist with existing procedural safeguards rather than assume that immediate compliance clauses foreclose judicial review.

Going forward, regulated entities should:

  • Recognize that inspection demands are enforceable and may carry penalties for unjustified refusal; but
  • Use existing procedural tools — protective orders, motions to quash — to obtain precompliance review when they believe a request is unlawful or unduly burdensome.

E. For trial courts and separation of powers

Finally, the opinion delivers a clear institutional message to trial courts:

  • Judges must begin with a presumption that executive officers, including the Attorney General, act in good faith and intend to comply with the Constitution.
  • They must avoid pejorative characterizations of motives unless supported by the record.
  • Injunctions against constitutional officers must be narrowly tailored, precise, and grounded in correct legal analysis; judicial “gatekeeping” over executive functions has strict limits.

This aspect of the opinion underscores the Court’s broader concern with maintaining balance and mutual respect among Texas’s coordinate branches of government.

V. Complex Concepts Simplified

This section translates some of the opinion’s key legal concepts into more accessible terms.

1. What is “quo warranto”?

Quo warranto is a very old legal procedure — originating in medieval England — that lets the sovereign (now the State) ask:

“By what authority are you exercising this public power or privilege?”

In Texas today, it is primarily used:

  • To challenge whether someone is lawfully holding a public office; or
  • To challenge whether a corporation is misusing or abusing the powers granted by its charter.

In this case, the Attorney General wants to use quo warranto to ask whether Annunciation House, as a corporation, has forfeited its right to exist by allegedly committing serious crimes like harboring undocumented immigrants.

2. What does it mean that the Attorney General’s power is “constitutional”?

The Texas Constitution itself — not just ordinary statutes — says that the Attorney General must:

  • Investigate corporate charter rights; and
  • Seek judicial forfeiture of corporate charters when there is “sufficient cause,” unless the Legislature expressly directs otherwise.

That means:

  • The Legislature can limit this power, but only by very clear, explicit language; and
  • Courts must be cautious about reading statutes in ways that would unintentionally cut back this constitutional authority.

3. What is RFRA and why didn’t it stop the lawsuit from being filed?

Texas RFRA is a law that says the government cannot substantially burden a person’s religious practice unless it:

  • Has a compelling reason; and
  • Uses the least restrictive means to pursue that reason.

Annunciation House argued that closing its shelters would destroy its ability to practice its faith-driven mission. The Court did not reject that argument outright. Instead, it said:

  • It is too early to decide RFRA issues before the Attorney General has even been allowed to file his lawsuit.
  • RFRA is meant to be applied after facts are developed, not at a preliminary stage when the only question is whether a case may be filed at all.

4. What is “preemption” in simple terms?

Under the U.S. Constitution, federal law is “supreme” over conflicting state law. “Preemption” means that a federal law either:

  • Occupies a whole field so that states cannot legislate there at all (field preemption); or
  • Conflicts with state law, such that:
    • It is impossible to comply with both; or
    • The state law stands in the way of what Congress is trying to achieve (conflict preemption).

Here, the Court said:

  • Congress has not reserved the entire field of “harboring” to itself; and
  • Texas’s harboring law closely tracks the federal law, so there is no conflict.

5. What is “vagueness”?

A law is unconstitutionally vague if:

  • People of ordinary intelligence cannot tell what it prohibits; or
  • It is so unclear that police and prosecutors can enforce it arbitrarily or discriminatorily.

The Court found that:

  • The harboring statute, as interpreted to require concealment, gives fair notice of what is forbidden; and
  • Using that statute as a basis for quo warranto does not create any new uncertainty — it just gives the Attorney General a civil way to respond to criminal violations by corporations.

6. What is “precompliance review”?

Precompliance review means:

  • Before you are punished for refusing to comply with a government order (such as a demand for records), you have a chance to ask a judge whether the order is lawful.

The U.S. Supreme Court has said the Fourth Amendment generally requires some form of precompliance review for administrative search demands like business-records inspections. The Texas Supreme Court held that Texas law already provides such review (e.g., through protective orders), so the “immediately permit” language in the Business Organizations Code does not make the scheme unconstitutional.

VI. Conclusion

Paxton v. Annunciation House is a structurally significant decision that:

  • Reaffirms the Attorney General’s constitutionally rooted authority to police corporate misuse of power through quo warranto, including when that misuse takes the form of criminal activity;
  • Clarifies that legislative limits on that authority must be expressly stated and cannot be inferred from silence or negative implication;
  • Preserves state-level tools for addressing human-smuggling and harboring conduct while constraining their reach to genuine concealment, not mere humanitarian aid;
  • Ensures that Texas’s corporate records-inspection regime remains viable by reading it in harmony with precompliance review requirements under the Fourth Amendment; and
  • Signals to trial courts the need for restraint, precision, and deference in supervising the exercise of executive powers, especially at early procedural stages.

Yet the decision is deliberately narrow in one respect: it does not decide whether Annunciation House has committed any crime, whether its charter should be forfeited, or whether RFRA will ultimately bar the Attorney General from achieving the remedies he seeks. Those questions are left for the trial court on remand, after full development of the factual record and application of the ordinary tools of civil litigation.

In that sense, the case both elevates the Attorney General’s institutional power and underscores the central role of judicial process. The State may file its quo warranto action; Annunciation House may defend itself vigorously, including on religious-liberty grounds; and Texas courts will, in due course, determine whether this long-established Catholic ministry can continue its work in its present form.

Case Details

Comments