Paxton v. Annunciation House: Reaffirming the Texas Attorney General’s Independent Quo Warranto Power and Upholding State Alien‑Harboring and Record‑Inspection Statutes

Paxton v. Annunciation House: Reaffirming the Texas Attorney General’s Independent Quo Warranto Power and Upholding State Alien‑Harboring and Record‑Inspection Statutes

I. Introduction

The Supreme Court of Texas’s decision in Warren Kenneth Paxton, Jr., in his Official Capacity as Texas Attorney General, and the State of Texas v. Annunciation House, Inc. (No. 24‑0573, opinion by Justice Young, May 30, 2025) is a major separation‑of‑powers decision with immediate implications for immigration‑related enforcement, religiously motivated charity, corporate regulation, and administrative investigations.

At its core, the case concerns whether the Texas Attorney General (AG) may:

  • Use the ancient remedy of quo warranto to seek forfeiture of a nonprofit’s corporate charter on the basis of alleged criminal conduct (here, “alien harboring”), and
  • Compel production of that nonprofit’s internal records under a statutory inspection power that demands “immediate” compliance.

Annunciation House is a Catholic‑affiliated El Paso nonprofit that provides shelter and basic services to migrants, including undocumented migrants. In February 2024, AG investigators served a written “Request to Examine” corporate records under Texas Business Organizations Code §§ 12.151–.152 and demanded immediate compliance on pain of charter forfeiture and criminal penalties. Annunciation House sought and obtained a temporary restraining order and then a longer‑term injunction from the district court, which:

  • Declared the record‑inspection statutes facially unconstitutional under the First and Fourth Amendments,
  • Held that the AG lacked authority to bring a quo warranto action in these circumstances and that relevant Penal Code provisions were preempted, vague, and unenforceable,
  • Concluded that the proposed quo warranto counterclaim and requested injunction would violate the Texas Religious Freedom Restoration Act (RFRA),
  • Held that criminal‑based dissolution must proceed only through Business Organizations Code § 11.301(a)(5), not quo warranto, and
  • Enjoined the AG from filing any further record requests unless first submitted to that same court for precompliance review for two years.

The AG invoked the Supreme Court’s direct‑appeal jurisdiction because the district court’s orders rested on constitutional holdings. Forced to intervene early, the Court carefully cabins its ruling, repeatedly emphasizing that it decides only whether the AG may file a quo warranto action and use the record‑inspection statutes—not whether Annunciation House in fact violated criminal law, nor whether its charter ultimately should be forfeited, nor whether RFRA will ultimately bar or limit enforcement.

This commentary unpacks the opinion’s holdings, situates them in historical and doctrinal context, and assesses their likely impact on Texas law and on future litigation involving immigration, religious liberty, and corporate regulation.

II. Summary of the Opinion

A. Procedural Posture

The case comes as a direct appeal from:

  • Summary judgment for Annunciation House on its declaratory and injunctive claims, and
  • Denial of the AG’s motion for leave to file a counterclaim “in the nature of quo warranto” and related injunctive relief.

The Supreme Court addresses only:

  1. Whether Business Organizations Code § 11.301(a)(5) abrogates or “supplants” the AG’s constitutional quo warranto authority,
  2. Whether the AG’s allegations of violations of Penal Code §§ 20.05(a)(2) and 20.07(a)(1) are sufficient to justify leave to file a quo warranto information,
  3. Whether those Penal Code provisions are preempted by federal immigration law or unconstitutionally vague as applied,
  4. Whether RFRA can bar the AG from even filing the quo warranto proceeding at this preliminary stage, and
  5. Whether Business Organizations Code §§ 12.151–.152 are facially unconstitutional for lack of precompliance review under the Fourth Amendment.

B. Core Holdings

The Court’s principal conclusions are:

  • AG’s quo warranto power reaffirmed. Article IV, § 22 of the Texas Constitution gives the AG constitutional authority—and in certain circumstances, a duty—to investigate corporate charters and seek judicial forfeiture via actions in the nature of quo warranto. That authority:
    • Extends to corporate conduct that violates criminal law,
    • Exists unless and until the Legislature expressly directs otherwise, and
    • Is not supplanted by Business Organizations Code § 11.301(a)(5) or limited by Civil Practice and Remedies Code Chapter 66.
  • Standard for granting “leave to file” a quo warranto action.
    • At the leave‑to‑file stage, courts accept the AG’s allegations as true and ask only whether the proposed information states a legally cognizable ground for quo warranto under Chapter 66 and existing law.
    • No evidence or verified pleadings are required; an “official statement, unsworn” is enough to open the courthouse door.
    • The AG’s allegations that Annunciation House purposely shielded undocumented migrants from detection, if true, state a plausible violation of the alien‑harboring statute and thus provide “probable ground” to allow the information to be filed.
  • RFRA cannot be used to block the mere filing of the action.
    • RFRA’s strict‑scrutiny test focuses on the application of burdens to particular religious exercise, and generally requires factual development.
    • At this stage, the only governmental act at issue is the filing of the lawsuit; the Court holds it is premature to adjudicate RFRA’s application to the potential ultimate remedy (charter forfeiture and closure).
    • RFRA arguments remain fully available later in the litigation.
  • State alien‑harboring statute stands. Penal Code §§ 20.05(a)(2) and 20.07(a)(1):
    • Are not field‑preempted or conflict‑preempted by federal immigration law, including 8 U.S.C. § 1324,
    • Are construed in line with the Fifth Circuit’s Cruz v. Abbott to require concealment or shielding beyond mere provision of shelter, and
    • Are not unconstitutionally vague as applied to the conduct the AG alleges.
  • Record‑inspection statutes saved by constitutional avoidance.
    • Business Organizations Code §§ 12.151–.152 confer on the AG broad authority to inspect corporate records and require “immediate” access.
    • Reading “immediately” in light of Texas Rule of Civil Procedure 176.6(e) and City of Los Angeles v. Patel, the Court holds the statutes must be construed to allow prompt but meaningful precompliance judicial review (e.g., via protective orders) before sanctions attach.
    • So construed, the statutes are not facially unconstitutional.
  • Trial court’s injunctions vacated; case remanded.
    • The permanent injunction forbidding further records requests and imposing two years of mandatory preclearance by the same district court is vacated as legally erroneous and overly broad.
    • The denial of the AG’s requested injunction to halt Annunciation House’s operations is reversed and remanded for reconsideration under the correct legal framework.
    • The AG’s motion for leave to file an information in the nature of quo warranto must be granted on remand.

The Court emphatically does not decide:

  • Whether Annunciation House in fact violated any criminal law,
  • Whether its charter should ultimately be forfeited,
  • Whether RFRA will ultimately bar or limit state enforcement, or
  • Whether any preliminary or permanent injunctions should issue as the merits develop.

III. Historical and Doctrinal Background: Quo Warranto

A. From Medieval England to Modern Texas

The opinion opens with an unusually extended historical survey of quo warranto, underscoring how deeply rooted the remedy is in Anglo‑American law:

  • Medieval origins. In the 13th century, English kings, especially Edward I, used writs of quo warranto (“by what warrant”) to force nobles and corporations to justify their exercise of franchises (royal privileges) and to revoke unauthorized powers.
  • Evolution to “information in the nature of quo warranto.” Over time, the formal prerogative writ gave way to a procedure initiated by the Attorney General in the King’s Bench by “information in the nature of quo warranto.” Though rooted in criminal procedure, it evolved into a civil mechanism to test the legality of holding an office or corporate franchise.
  • Corporate context. As corporations emerged, quo warranto became the dominant tool to forfeit corporate charters for “misuser” (abuse) or “nonuser” (failure to use) of corporate privileges—what Blackstone described as a tacit condition of corporate existence.
  • Colonial and early American practice. The crown used quo warranto to revoke colonial charters (famously, the Massachusetts Bay Colony), and American states continued the practice post‑Revolution with the “People” replacing the King as sovereign.

B. Texas’s Early Adoption and Constitutionalization

Texas adopted the English common law in 1840. The Supreme Court soon recognized quo warranto as part of that package:

  • State v. Southern Pacific R.R. Co. (1859) held that the remedy came with the common law, and that corporate abuses could be redressed through quo warranto.
  • Early legislation occasionally directed the AG to file informations “in the nature of quo warranto” for specific corporations.

The turning point came with the 1876 Texas Constitution, Article IV, § 22, which:

“especially” requires the Attorney General to inquire into the charter rights of private corporations, prevent them from exercising powers or collecting exactions “not authorized by law,” and “whenever sufficient cause exists, seek a judicial forfeiture of such charters, unless otherwise expressly directed by law.”

Key points of this constitutional text, as the Court reads it:

  • It does not use the words “quo warranto,” but was understood—by contemporaneous statutes and long practice—to constitutionalize that very remedy.
  • It gives the AG an affirmative constitutional duty to police corporate power and to seek forfeiture in appropriate cases.
  • It includes a unique clear‑statement rule: the AG must seek forfeiture “unless otherwise expressly directed by law,” meaning the Legislature can limit or redirect this authority only through unmistakably explicit legislation.

An 1876 statute implementing Article IV, § 22 and the 1879 quo warranto act (now codified as Civil Practice and Remedies Code Chapter 66) confirm that:

  • The AG may file a petition for leave to file an information “in the nature of quo warranto” when, among other things, a corporation:
    • “does or omits an act which amounts to a surrender or a forfeiture of its rights and privileges,” or
    • “exercises power not conferred by law.”
  • The court grants leave if there is “probable ground for the proceeding.”

The modern codification in § 66.001 largely repeats the 1879 statute and sits alongside Article IV, § 22, forming the legal foundation the Court applies in this case.

IV. Analysis of the Court’s Reasoning

A. Scope of the Attorney General’s Quo Warranto Authority

1. Does Article IV, § 22 cover criminally unlawful corporate conduct?

Annunciation House argued that Article IV, § 22 authorizes AG action only against corporations charging unlawful “taxes, tolls, freight or wharfage,” and that the phrase “exercising any power” is restricted by that tax‑and‑toll language. Therefore, the argument ran, the AG’s constitutional quo warranto authority does not extend to criminal‑law violations unrelated to tolls, such as alien harboring.

The Court rejects this narrow reading as textually indefensible. Parsing the clause, it notes that:

  • Article IV, § 22 authorizes actions “to prevent any private corporation from exercising any power or demanding or collecting any species of taxes, tolls, freight or wharfage not authorized by law.”
  • The series uses “or” to separate “exercising any power” from “demanding or collecting any species of taxes, tolls, freight or wharfage,” and the final qualifier “not authorized by law” applies to each item in the series.

Under standard canons of construction (the “series‑qualifier” canon), the Court concludes:

  • The Constitution separately contemplates:
    • Corporate exercises of any power not authorized by law, and
    • Unlawful collections of taxes, tolls, freight, or wharfage.
  • Those are distinct categories; the tolls clause does not limit the broader “any power” language.

Against that backdrop, the Court answers the key question: is criminal conduct by a corporation the “exercise of power not authorized by law”? It reasons that the opposite proposition—that criminal conduct could be “authorized by law”—is untenable. It then notes a long and “unanimous” line of other state supreme court decisions holding that corporate criminal acts can constitute the exercise of powers not conferred by law for quo warranto purposes.

The Court therefore holds:

  • Criminal conduct is not categorically excluded as a predicate for the AG’s quo warranto authority under Article IV, § 22.
  • Whether every criminal statute can serve as such a predicate is left open, but violations of the alien‑harboring statutes are at least facially within the scope of “exercise of power not authorized by law.”

2. Who decides when “sufficient cause exists” to seek forfeiture?

Annunciation House also contended that only the Legislature can decide what constitutes “sufficient cause” to seek forfeiture, and that the AG may not act absent specific statutory authorization.

The Court responds by invoking State v. Teachers Annuity Life Insurance Co. (1941), in which the court of appeals (writ refused) held:

  • Article IV, § 22 confers “general authority” on the AG to seek charter forfeiture “whenever sufficient cause exists,”
  • That authority is limited only when the Legislature has “expressly provided otherwise,” and
  • The AG has the power to determine, in the first instance, when “sufficient cause” exists to bring suit, subject ultimately to judicial determination on the merits.

The Supreme Court approves and adopts that view, emphasizing that:

  • The AG is the State’s chief legal officer, with “broad judgment and discretion” in bringing suits on the State’s behalf (Webster v. Commission for Lawyer Discipline (2024); Terrazas v. Ramirez (1991)).
  • Quo warranto, being expressly constitutionalized, falls within the AG’s core discretionary litigation authority.
  • The Legislature may require or forbid particular quo warranto actions, but it need not specifically enumerate every factual basis upon which “sufficient cause” may exist.

Accordingly, the AG is not limited to instances where the Legislature has spelled out every permissible ground for charter forfeiture. Rather, the AG may proceed on any ground that:

  • Constitutes an “exercise of power not authorized by law” or a “forfeiture” under the common‑law understanding of corporate misuser/nonuser, and
  • Has not been expressly removed from quo warranto’s reach by statute, as required by Article IV, § 22’s clear‑statement rule.

3. The constitutional clear‑statement rule: “unless otherwise expressly directed by law”

A crucial part of the Court’s analysis is its treatment of Article IV, § 22’s closing clause:

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

The Court reads this as an explicit, constitutional clear‑statement rule:

  • The AG’s duty and authority to seek charter forfeiture via quo warranto is the default rule.
  • The Legislature may depart from this default only when it expressly directs otherwise.
  • Implied repeals, subtle negative implications, or ambiguous statutory schemes are insufficient to strip or narrow the AG’s quo warranto authority.

The Court analogizes this to—but emphasizes it is stronger than—the usual presumption against implied repeals and the rule that statutes do not abrogate the common law absent clear intent. Here, the Constitution itself demands explicitness.

This clear‑statement rule frames the Court’s analysis of both § 11.301 and Chapter 66: neither can be read to curtail the AG’s constitutional quo warranto power unless their text unmistakably does so.

B. Interaction with Business Organizations Code § 11.301 and Chapter 66

1. § 11.301(a)(5): Criminal‑based dissolution does not replace quo warranto

Section 11.301(a)(5) of the Business Organizations Code allows a court, in an action brought under § 11.303, to decree the winding up and termination of a filing entity if:

  • The entity itself, or a “high managerial agent,” has been convicted of a felony committed in the conduct of the entity’s affairs,
  • There has been a persistent course of felonious conduct, and
  • Termination is necessary to prevent future felonious conduct.

The district court held, and Annunciation House argued, that this is the exclusive avenue for charter forfeiture based on criminal activity and therefore impliedly precludes using quo warranto on criminal predicates.

The Court rejects that reading:

  • Section 11.301 is completely silent about quo warranto, Article IV, § 22, or Chapter 66.
  • It sets out a specific, conviction‑based mechanism that authorizes the Secretary of State to recognize certain kinds of dissolution but says nothing about abolishing other long‑standing remedies.
  • Because § 11.301 does not even clearly abrogate the common law quo warranto remedy, it certainly cannot satisfy the higher constitutional requirement to “expressly” direct a departure from Article IV, § 22.

The Court also emphasizes harmonization:

  • Section 11.301’s conviction‑based dissolution is one tool among many in the corporate‑regulation toolbox, particularly tied to the Secretary of State’s functions.
  • Quo warranto is a separate, historically rooted judicial route, triggered by suspicions of misuse of corporate power, whether or not there has been a criminal conviction.
  • Reading § 11.301 and Article IV, § 22 together as complementary, rather than mutually exclusive, avoids constitutional concerns and respects both texts.

2. Chapter 66: enabling, not limiting, and compatible with criminal predicates

Civil Practice and Remedies Code § 66.001 provides that an action in the nature of quo warranto is available if, among other things:

  • “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, by listing specific grounds for quo warranto and not mentioning criminal violations, Chapter 66 implicitly forbids reliance on criminal acts as predicates.

The Court again resists any implied limitation:

  • Chapter 66 does not purport to be exhaustive; it is framed in affirmative (“is available if”) rather than negatively restrictive terms.
  • Section 66.001(5)’s “exercises power not granted by law” tracks the language of Article IV, § 22, which the Court has already held encompasses at least some criminal conduct.
  • Given Article IV’s supremacy and clear‑statement rule, Chapter 66 cannot be read to strip away what the Constitution grants, especially not by negative implication.

Thus, Chapter 66 authorizes the AG’s proceeding in this case; it does not bar criminal‑based quo warranto filings.

C. The Threshold for Leave to File: Pleadings, Not Proof

Because most modern quo warranto cases have begun with courts granting leave, there was little prior Texas authority on when leave may be denied. The Court uses this case to clarify the standard.

1. The “probable ground” requirement

Section 66.002(d) provides that a court may grant the AG’s petition for leave to file an information “if the court is satisfied that there is probable ground for the proceeding.”

Relying on older Texas cases (Hunnicutt, Davis) and modern court of appeals decisions (City of Double Horn, Ramirez), the Court adopts the following understanding:

  • A motion for leave to file is akin to a facial sufficiency‑of‑pleadings review.
  • The trial court must:
    • Accept the AG’s allegations as true, and
    • Ask whether, on their face, those allegations state a legally cognizable quo warranto claim under Chapter 66 and other applicable law.
  • No evidentiary showing is required at this stage; the AG’s “official statement, unsworn” suffices to authorize filing.

Leave may be denied only if:

  • The petition alleges no conduct that is unlawful under any relevant statute, even if the allegations are assumed true (Queen Insurance Co. example), or
  • The proposed action would clearly violate some other unambiguous legal requirement (e.g., an explicit statutory bar, a venue mandate), or
  • The Legislature has expressly removed the subject matter from quo warranto’s scope, in compliance with Article IV, § 22’s clear‑statement rule.

The Court is careful to distinguish this minimal threshold from later, more searching procedural tools:

  • Granting leave has no preclusive effect on motions to dismiss, Rule 91a motions, summary judgment, or other dispositive procedures.
  • Quo warranto cases proceed like any other civil case in terms of evidence, discovery, and dispositive motions; the leave‑to‑file stage is designed only to weed out legally defective filings, not to try the merits prematurely.

2. Application to the AG’s harboring allegations

The AG’s pleadings, taken as true, allege that Annunciation House:

  • Knowingly houses undocumented migrants,
  • Is aware of their unlawful status,
  • Refuses to cooperate with law enforcement or allow officers entry to its shelters for the purpose of protecting guests from detection, and
  • Has an institutional practice of shielding such migrants from immigration authorities.

Annunciation House argued these allegations, even if true, amount to nothing more than providing shelter and invoking Fourth Amendment rights—conduct the Fifth Circuit in Cruz v. Abbott held is not “harboring” within the meaning of Penal Code § 20.05(a)(2).

The Supreme Court:

  • Adopts Cruz’s limiting construction:
    • “Harboring” requires an element of concealment or shielding from detection beyond mere provision of shelter or rent;
    • This narrower reading both reflects legislative intent and helps avoid vagueness problems.
  • Concludes that the AG’s allegations, as pleaded, go beyond “mere shelter” and plausibly describe conduct that Cruz itself identified as harboring (e.g., “hampering authorities from finding” undocumented aliens, or “tak[ing] steps to help the aliens evade 'detection'”).

Thus, accepting the allegations as true, the proposed information does state a violation of § 20.05(a)(2) and trigger § 20.07(a)(1). That is sufficient “probable ground” to require that leave to file be granted.

D. RFRA: Why It Cannot Bar the Mere Filing of the Suit

The Texas Religious Freedom Restoration Act (RFRA), Chapter 110 of the Civil Practice and Remedies Code, prohibits government agencies from “substantially burden[ing] a person’s free exercise of religion” unless the burden:

  • Furthers a compelling governmental interest, and
  • Is the least restrictive means of furthering that interest.

RFRA is enforceable both as a defense to government action and as an affirmative cause of action. Annunciation House invoked it primarily as a defense to the AG’s efforts to shut down its religiously motivated migrant ministry.

The Court assumes, without deciding, that RFRA applies fully in the quo warranto context and that Article IV, § 22’s clear‑statement rule does not diminish RFRA’s force. It nevertheless holds that RFRA cannot justify denying leave to file in this case for two main reasons:

  1. RFRA analysis is fact‑intensive and merits‑focused.
    • Cases like Barr v. City of Sinton and Gonzales v. O Centro Espírita require courts to scrutinize the particular religious practice, the specific governmental application, and the availability of less restrictive means.
    • Such analysis presupposes a developed factual record, or at least undisputed facts, which do not exist at the leave‑to‑file stage here.
    • Moreover, the parties’ RFRA arguments focus on the remedy (possible closure of Annunciation House) rather than on the act presently under review (filing a complaint).
  2. The only government “action” presently at issue is the filing itself.
    • RFRA is designed to operate within litigation (as a defense or affirmative claim), not to prevent the initiation of litigation altogether, absent clear and immediate threats to religious practice.
    • In Hensley v. State Commission on Judicial Conduct, for example, the RFRA claim itself proceeded through ordinary litigation channels before providing relief.
    • Here, any substantial burden from an eventual charter forfeiture is speculative at this point; whether such relief will ever be ordered remains unknown.

The Court therefore holds that RFRA cannot be invoked to prevent the AG from filing his quo warranto counterclaim. It expressly leaves open all RFRA arguments for later stages, once facts are developed and enforcement actions crystallize.

E. Federal Preemption and Vagueness Challenges to the Alien‑Harboring Statute

1. Field and conflict preemption under 8 U.S.C. § 1324 and federal immigration law

Annunciation House argued that the Texas alien‑harboring statute is preempted by federal law, principally 8 U.S.C. § 1324(a)(1)(A)(iii). The trial court accepted both field and conflict preemption theories.

The Supreme Court assumes that if a state statute is preempted, it cannot serve as a lawful predicate for quo warranto, and leave to file could properly be denied. It then rejects preemption on both theories.

Field preemption.

  • Field preemption requires identifying a “field” in which Congress has regulated so pervasively that it has left no room for states.
  • Annunciation House offers no coherent definition of such a field beyond general references to “alien registration” and “immigration,” which are far broader than the harboring statute’s narrow focus.
  • The Supreme Court’s decisions in De Canas v. Bica, Arizona v. United States, and Kansas v. Garcia make clear that not every state law “that in any way deals with aliens” is preempted, and that even state criminal laws touching immigration are not inherently suspect.
  • The Eighth Circuit in Keller v. City of Fremont specifically held that federal anti‑harboring provisions do not occupy the “field” of harboring.

Thus, the Court finds no clearly defined field that § 20.05 invades, and no basis for field preemption.

Conflict / obstacle preemption.

The Court analyzes conflict preemption in light of Chamber of Commerce v. Whiting, which upheld an Arizona law that mirrored federal prohibitions and definitions in the unauthorized‑employment context:

  • Whiting held that parallel state and federal standards that regulate the same primary conduct in the same way do not, by themselves, create a conflict; instead, they may reduce friction with federal priorities.
  • Texas’s alien‑harboring statute, like the Arizona law in Whiting, closely tracks federal standards:
    • It criminalizes “knowingly encourag[ing] or induc[ing] a person to enter or remain in this country in violation of federal law by concealing, harboring, or shielding that person from detection.”
    • It thus incorporates federal law as the benchmark for when presence is unlawful.
  • Section 1324(c) of federal law expressly invites state and local officers to enforce federal alien‑smuggling and harboring provisions by making arrests for federal offenses.

The Court therefore concludes:

  • It is not “physically impossible” to comply with both Texas and federal law; indeed, they largely overlap.
  • Any alleged tension with federal enforcement priorities is insufficient; federal “priorities or preferences” are not “Laws of the United States” for Supremacy Clause purposes (Kansas v. Garcia).
  • Congress has not clearly and manifestly indicated an intent to bar all state participation in anti‑harboring enforcement.

Accordingly, Penal Code § 20.05(a)(2) is neither field‑preempted nor conflict‑preempted, and may serve as a valid predicate for quo warranto.

2. Vagueness challenges to the alien‑harboring and quo warranto statutes

The trial court held that applying the alien‑harboring and quo warranto statutes to Annunciation House would render them unconstitutionally vague under Texas’s due‑course clause (functionally treated as coextensive with federal due process here).

The Court reiterates the classic vagueness test:

  • A law is void for vagueness if it:
    • Fails to give ordinary people fair notice of what conduct is prohibited, or
    • Lacks explicit standards and invites arbitrary or discriminatory enforcement.

Alien‑harboring statute.

  • Any fair‑notice issue is effectively addressed by the Court’s endorsement of Cruz’s narrow reading: harboring requires concealment or shielding from detection, not mere provision of shelter.
  • Annunciation House itself argues that this construction avoids vagueness; the Court agrees.

Quo warranto based on criminal predicates.

Annunciation House contended that allowing the AG to invoke quo warranto on the basis of any criminal law would give him a “standardless sweep” akin to the discretionary enforcement condemned in Kolender v. Lawson.

The Court disagrees:

  • There is a fundamental difference between:
    • A vague statute that defines no clear standard of conduct (e.g., “annoying behavior” in Coates), and
    • A clear statute whose enforcement is entrusted to prosecutorial discretion.
  • Due process does not generally forbid prosecutorial discretion in charging decisions (Batchelder), even when the same conduct can be pursued through multiple avenues (civil/quasi‑civil and criminal), as in Standard Oil v. Missouri.
  • Here, the alien‑harboring statute and quo warranto framework define the prohibited conduct and the available remedies; the AG’s discretion lies in choosing whether to pursue a civil forfeiture remedy in addition to, or instead of, criminal prosecution.

Because the underlying criminal law is sufficiently clear and the AG’s discretion is bounded by established statutory elements, neither the harboring statute nor its use as a quo warranto predicate is unconstitutionally vague as applied.

F. Business Organizations Code §§ 12.151–.152 and Precompliance Review

1. Statutory scheme and the Patel benchmark

Sections 12.151–.152 authorize the AG to inspect and copy corporate records:

  • Section 12.151 confers the general power “to inspect, examine, and make copies” of corporate records as the AG “considers necessary.”
  • Section 12.152 requires the AG to make a written request to a “managerial official,” who “shall immediately permit the attorney general” to conduct the inspection and copying.
  • Section 12.155 imposes penalties, including forfeiture of the right to do business, for “fail[ure] or refus[al]” to permit inspection.

Annunciation House argued, and the district court held, that this structure mirrors the Los Angeles hotel‑records ordinance struck down in City of Los Angeles v. Patel, because it allegedly provides no opportunity for precompliance review by a neutral decisionmaker before sanctions attach.

In Patel, the Supreme Court invalidated an ordinance that:

  • Required hotel operators to make records available for inspection “on demand,” and
  • Allowed immediate arrest and criminal prosecution upon refusal,

while the city explicitly disavowed any opportunity for precompliance review. The absence of any such opportunity made the ordinance facially unconstitutional under the Fourth Amendment.

2. Constitutional avoidance and the meaning of “immediately”

The Texas Supreme Court applies two interpretive tools:

  • Presumption in favor of constitutionality and harmonization. Courts must construe statutes to avoid constitutional infirmities where reasonably possible.
  • Presumption of legislative awareness. When recodifying § 12.152 into the Business Organizations Code in 2003, the Legislature is presumed to have known about existing procedural protections like Texas Rule of Civil Procedure 176.6(e), which allows persons commanded to produce documents to move for protective orders “before the time specified for compliance.”

Under these canons, the Court holds:

  • “Immediately” cannot be read literally to mean “instantaneously” or “without any lapse of time”—compliance always takes some time.
  • Instead, “immediately” requires production as soon as reasonably practicable, but does not foreclose seeking judicial review first.
  • Nothing in §§ 12.151–.152 bars a recipient from:
    • Refusing immediate compliance,
    • Seeking a protective order or other judicial review of the request’s scope or legality, and
    • Obtaining that review before sanctions attach.

Therefore, the statute can and must be read as:

  • Conferring on the AG a broad inspection power with an expectation of expedited compliance, but
  • Subject to precompliance review mechanisms like Rule 176.6(e), which satisfy Patel’s requirement for neutral review before penalties are imposed.

On this reading, §§ 12.151–.152 are not facially unconstitutional. The trial court’s facial invalidation is reversed.

3. Rejection of “Save Chick‑fil‑A”–based religious discrimination theory

The district court also grounded its injunction in Government Code § 2400.002 (the “Save Chick‑fil‑A law”), finding that the AG targeted Annunciation House because of its Catholic affiliation.

The Supreme Court finds:

  • No evidence in the record that the AG acted “based wholly or partly on” Annunciation House’s religious beliefs or affiliation, as § 2400.002 requires.
  • A strong presumption that coordinate‑branch officials act in good faith and in compliance with law (Von Dohlen v. City of San Antonio; Borgelt v. Austin Firefighters Ass’n; Webster).

It therefore rejects § 2400.002 as a valid ground for the injunction.

4. Critique of the trial court’s injunction and rhetoric

The Court vacates the permanent injunction and flags two broader concerns:

  1. Overbreadth and intrusion on executive power.
    • The injunction required the AG, for two years, to submit any future record‑inspection requests concerning Annunciation House to the same district court for preapproval—a kind of judicial veto over a constitutional officer’s statutory investigative power.
    • Given the narrowness requirement for injunctions (Holubec v. Brandenberger), the Court strongly suggests such preclearance orders are highly questionable, especially when they single out a specific target entity.
  2. Judicial comity and tone.
    • The district court repeatedly accused the AG of “harassment” and manipulation of the law to advance “personal beliefs or political agenda,” without record support.
    • The Supreme Court admonishes the trial court to respect the presumption of regularity owed to coordinate branches and to avoid such attacks absent evidence.

While these observations are not the formal basis of the Court’s decision to vacate the injunction, they signal the Court’s concern with maintaining separation‑of‑powers comity and judicial restraint.

G. The AG’s Requested Injunction Against Annunciation House

The AG also sought a temporary injunction to shut down Annunciation House’s operations, based on alleged ongoing violations. The district court denied it, heavily influenced by its holdings that:

  • Quo warranto was unavailable, and
  • The alien‑harboring statute was invalid or unenforceable.

Because those underlying legal premises were erroneous, the Supreme Court:

  • Reverses the denial of injunctive relief, and
  • Remands for the trial court to reconsider the AG’s injunction request under the correct legal framework, applying the usual equitable standards for injunctive relief.

The Court itself does not decide whether any injunction should issue at this point.

V. Simplifying Key Doctrinal Concepts

A. What is “quo warranto” in modern Texas law?

  • Literal meaning. “Quo warranto” is Latin for “by what warrant?” It historically required a person or entity to justify their exercise of an office, franchise, or corporate charter.
  • Modern form. Texas uses an “information in the nature of quo warranto,” which is:
    • A civil proceeding brought in the name of the State, typically by the AG,
    • To challenge unlawful holding of office, illegal annexations, or misuse or forfeiture of corporate charters.
  • Key feature in this case. For corporations, it is the traditional vehicle to revoke charters when corporate powers are abused or misused, including via unlawful acts.

B. “Facial” vs. “as‑applied” constitutional challenges

  • Facial challenge. Asserts that a statute is unconstitutional in all of its applications. To succeed, the challenger must show no set of circumstances under which the statute could be validly applied.
  • As‑applied challenge. Contends that a statute is unconstitutional as applied to the challenger’s particular facts, even if it might be valid in other contexts.
  • In this case:
    • The trial court invalidated the record‑inspection statutes facially; the Supreme Court reversed that holding by adopting a constitutional narrowing construction.
    • The vagueness and preemption arguments were treated essentially as as‑applied in the quo warranto context and rejected at this preliminary stage.

C. Article IV, § 22’s clear‑statement rule

Article IV, § 22 is unusual in containing its own explicit clear‑statement requirement:

  • By default, the AG “shall” seek judicial forfeiture “whenever sufficient cause exists.”
  • This default may be changed only when the Legislature “otherwise expressly directs by law.”
  • As a result, courts are not free to infer limits on the AG’s quo warranto authority from statutory silence, ambiguity, or ordinary negative implication.

D. RFRA and “strict scrutiny” in Texas

  • Texas RFRA reinstates a strong form of scrutiny for government actions that substantially burden religious exercise:
    • The government must show a compelling interest in that specific application, and
    • Must use the least restrictive means to further that interest.
  • This is a demanding test, often requiring:
    • Detailed evidence about the claimant’s religious beliefs and practices,
    • Careful tailoring of the challenged regulation to those specific practices, and
    • Consideration of alternative methods that would burden religion less.
  • RFRA applies both defensively (as a shield) and offensively (as a sword) in litigation, but typically only after a concrete burden on religious exercise is clearly in view.

E. Federal preemption basics

  • Field preemption. Congress so thoroughly regulates a field that no room remains for state laws.
  • Conflict preemption. It is impossible to comply with both state and federal law, or state law stands as an obstacle to the full purposes and objectives of Congress.
  • Presumptions. Especially in areas of traditional state authority (like criminal law and corporate regulation), courts are reluctant to infer preemption absent clear congressional intent expressed in statutory text.

F. Vagueness doctrine

  • A law is unconstitutional if people of ordinary intelligence must guess at its meaning and differ about its application, or if it invites arbitrary enforcement.
  • Courts often construe statutes narrowly to avoid vagueness problems where the text allows.

G. Precompliance review and administrative subpoenas

  • Precompliance review is the opportunity, before penalties are imposed, to have a neutral decisionmaker review an administrative demand for records or entry.
  • Patel held that ordinances compelling immediate record access with on‑the‑spot criminal penalties and no opportunity for judicial review are facially unconstitutional.
  • Administrative subpoenas and record‑inspection statutes can be constitutional if they provide some prompt avenue to challenge the request before sanctions attach.

VI. Precedents and Their Influence

A. Internal Texas precedents on quo warranto and the AG

  • State v. Southern Pacific R.R. Co. (1859) – Recognized quo warranto as part of the adopted common law and used it to address corporate abuses.
  • State v. International & Great Northern R.R. Co. (1896) – Treated Article IV, § 22 as constitutionalizing the AG’s quo warranto power and effectively making him the exclusive officer for corporate‑malfeasance quo warranto.
  • Hunnicutt v. State ex rel. Witt (1889) – Clarified that evidence presented at the leave‑to‑file stage “establishes no facts on which the merit of the [case] rests”; those must be proved at trial.
  • Davis v. State ex rel. Wren (1889) – Confirmed that quo warranto actions are to be treated as ordinary civil suits for procedural purposes.
  • State v. Teachers Annuity Life Insurance Co. (1941, writ refused) – Found the AG has a general duty to seek charter forfeiture “whenever sufficient cause exists” and that only explicit legislative directives can alter that duty; this decision is central to the Court’s reading of Article IV, § 22.
  • Webster v. Commission for Lawyer Discipline (2024) – Stressed the AG’s broad historical and constitutional discretion as the State’s chief legal officer; the opinion here draws heavily on that conception of the AG’s role.

B. Federal and other precedents on immigration and preemption

  • De Canas v. Bica – Confirmed that not every state law “dealing with aliens” is preempted; states retain room to regulate within traditional police powers.
  • Arizona v. United States – Struck down some, but not all, Arizona immigration‑related provisions; used by Annunciation House but distinguished here, especially given the lack of a parallel to the alien‑registration provision at issue there.
  • Kansas v. Garcia – Rejected broad field‑preemption arguments regarding state identity‑theft prosecutions involving undocumented workers; clarifies that state criminal laws that incidentally affect immigration are not inherently preempted.
  • Chamber of Commerce v. Whiting – Upheld an Arizona statute parallel to federal unauthorized‑employment law, emphasizing that using the same definitions and standards minimizes conflict.
  • Keller v. City of Fremont (8th Cir.) – Found no field preemption in the anti‑harboring area, supporting Texas’s position here.
  • Cruz v. Abbott (5th Cir.) – An Erie prediction that “harboring” under Texas law requires concealment or shielding, not mere provision of housing; the Texas Supreme Court embraces this reading.

C. RFRA precedents

  • Barr v. City of Sinton (Tex. 2009) – A leading Texas RFRA case emphasizing the need for individualized, fact‑specific evaluation of burdens and compelling interests.
  • Hensley v. State Commission on Judicial Conduct (Tex. 2024) – Held that a judge could bring an affirmative RFRA claim against anticipatory disciplinary action; shows RFRA’s use to preempt future burdens, but only after development of a record.

D. Fourth Amendment / precompliance review precedent

  • City of Los Angeles v. Patel (2015) – Core authority for the requirement of precompliance review before criminal penalties can be imposed for refusing administrative record inspections.

VII. Impact and Open Questions

A. Strengthening the institutional role of the Texas Attorney General

This opinion significantly reinforces the AG’s autonomy and constitutional stature:

  • Confirms that the AG’s quo warranto authority is independent of, and not contingent upon, specific statutory grants—subject only to explicit legislative limits.
  • Affirms that the AG may use quo warranto based on alleged corporate criminal conduct, not just economic abuses like excessive tolls.
  • Clarifies that trial courts are to scrutinize only the legal sufficiency of the AG’s allegations at the leave‑to‑file stage, not weigh evidence or apply merits‑based defenses like RFRA or preemption prematurely.

Practically, this may:

  • Encourage more proactive use of quo warranto against corporations and nonprofits whose conduct the AG believes violates law, including to seek charter forfeiture, and
  • Make it more difficult for targets to block such actions at the threshold through creative statutory arguments, absent a genuinely explicit legislative carve‑out.

B. Effects on religious and migrant‑aid organizations

For religiously motivated organizations serving migrants, the decision sends mixed signals:

  • Reassurances.
    • The Court endorses a narrow reading of “harboring” requiring concealment or shielding, not mere provision of humanitarian aid.
    • It underscores that RFRA remains a potent defense, potentially capable of enjoining enforcement later if it substantially burdens sincere religious exercise without satisfying strict scrutiny.
  • Risks.
    • The decision leaves open the possibility of aggressive enforcement—via both criminal prosecution and charter‑forfeiture proceedings—if state officials believe that a religious organization is affirmatively shielding undocumented migrants from detection.
    • The Court’s refusal to adjudicate RFRA at the threshold means organizations may have to endure at least some litigation before securing clarity about the statute’s protection of their ministries.

This could have a chilling effect on some faith‑based migrant services, particularly where the line between pastoral care and active shielding is factually contested.

C. Immigration federalism and state criminal law

The opinion is another data point in the ongoing evolution of “immigration federalism”:

  • It confirms that states may, under some circumstances, enact and enforce criminal laws that track federal immigration standards, at least where Congress has not clearly displaced them.
  • By upholding Texas’s harboring statute against preemption attack, the Court implicitly validates parallel state enforcement efforts that carefully mirror federal definitions and elements.
  • This may embolden Texas and other states to expand immigration‑adjacent criminal statutes or civil enforcement tools, so long as they:
    • Track federal definitions, and
    • Do not frustrate explicit congressional purposes or make compliance with federal law impossible.

D. Corporate regulation and charter forfeiture

By confirming that:

  • Section 11.301 is not the exclusive avenue for dissolution based on criminality, and
  • Criminal acts can be an “exercise of power not granted by law” under Article IV, § 22 and § 66.001(5),

the decision raises the stakes for corporate compliance:

  • Corporate counsel must now consider not only fines, damages, or administrative sanctions arising from criminal violations, but also the risk—at least theoretically—of charter forfeiture via quo warranto.
  • Boards and officers of nonprofits and for‑profits alike should be alert to the potential for the AG to frame certain patterns of criminal conduct (e.g., systemic violations) as corporate “misuser” of charter rights.

Whether this will, in practice, lead to more charter‑forfeiture actions remains to be seen. Historically, quo warranto against corporations has been relatively rare in modern Texas practice.

E. Administrative investigations and precompliance review practice

For regulated entities, particularly nonprofits and small corporations, the opinion’s reading of §§ 12.151–.152 has two practical implications:

  • It confirms that:
    • Entities served with record‑inspection requests are not required to comply “immediately” in the sense of foregoing all legal challenges.
    • They may seek protective orders or other precompliance judicial review before incurring sanctions.
  • It simultaneously:
    • Preserves the AG’s ability to obtain timely records without built‑in statutory delays, and
    • Signals that courts should apply civil‑procedure tools (like Rule 176.6(e)) robustly to ensure Fourth Amendment compliance.

We should expect more frequent use of protective orders and early judicial review in controversial investigations, but not a wholesale weakening of the AG’s investigative reach.

F. Judicial conduct and separation‑of‑powers comity

The Court’s pointed criticism of the district court’s rhetoric serves as a reminder that:

  • Trial courts must begin from a presumption that executive officers, including the AG, act lawfully unless evidence shows otherwise.
  • Accusations of bad faith, political harassment, or religious targeting must be grounded in evidence, not conjecture or policy disagreement.

Although not outcome‑determinative, this aspect of the opinion may exert a moderating influence on judicial commentary in politically charged cases involving state officials.

G. Open questions reserved for remand and future cases

The Court expressly leaves unresolved:

  • Factual issues. Did Annunciation House in fact engage in “harboring” as judicially construed, or did it simply provide lawful humanitarian shelter?
  • RFRA’s ultimate impact. Assuming some violation of the harboring statute, can the State:
    • Show a compelling interest in enforcement against this particular religious ministry, and
    • Establish that charter forfeiture or equivalent remedies are the least restrictive means?
  • Remedial scope. Even if violations are found, what remedies are appropriate? Must the court forfeit the charter, or could it impose lesser injunctive or structural relief?
  • Broader use of criminal predicates. While the Court holds that criminal acts are not categorically excluded as predicates, it does not delineate any outer limits, leaving room for future litigation over how far Article IV, § 22’s “exercise of power” concept extends.

VIII. Conclusion

The Texas Supreme Court’s decision in Paxton v. Annunciation House is a foundational reaffirmation of the Attorney General’s independent, constitutionally grounded authority to police corporate charters through quo warranto, including where alleged criminal violations are involved. At the same time, the Court carefully preserves:

  • Limits on state criminalization of humanitarian aid, by endorsing Cruz’s narrow reading of “harboring,”
  • Religious‑freedom protections, by holding RFRA arguments in reserve for a fuller factual record, and
  • Fourth Amendment rights, by construing record‑inspection statutes to allow precompliance judicial review.

The opinion is notable for its blend of textualism, historical analysis, and constitutional‑avoidance doctrines, and for its disciplined insistence on deciding only the procedural question before it: may the AG file the lawsuit? On that question, the Court answers yes, overruling a series of far‑reaching trial‑court holdings that had effectively insulated a particular nonprofit from future investigation and enforcement.

Going forward, the decision is likely to:

  • Embolden the AG’s office in using quo warranto and record‑inspection powers,
  • Shape the legal landscape for religious organizations providing services to undocumented migrants, and
  • Influence how Texas courts handle preemption, vagueness, RFRA, and precompliance review in related contexts.

But the most consequential issues—the factual truth of the AG’s allegations, RFRA’s balancing of religious liberty against state enforcement, and the appropriate remedies if violations are found—remain to be worked out in the trial court on remand and, quite possibly, in future appeals.

Case Details

Comments