Texas Register, Volume 38, Number 35, Pages 5587-5800, August 30, 2013 Page: 5,623
5587-5800 p. ; 28 cm.View a full description of this periodical.
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The amendments are proposed under Finance Code, 31.003,
which authorizes the Finance Commission to adopt rules to ac-
complish the purposes of Subtitle A regarding banks.
The sections in Chapter 32 of the Finance Code are affected by
the proposed amended section.
15.9. Corporate Filings.
(a) In accordance with the applicable provisions of the Finance
Code, Title 3, Subtitle A or G, the following corporate forms regarding
a state bank, along with the applicable filing fees, must be filed with
the banking commissioner:
(1) (No change.)
(2) certificate of formation [articles ofamendment] under
the Finance Code, 32.101;
(3) restated, or, amended and restated, certificate of for-
mation [articles of association] under the Finance Code, 32.101, and
TBOC 3.059 and 21.052;
(4) certificate of formation [articles of merger] under the
Finance Code, 32.301 et seq, as supplemented by the TBOC 10.151;
(5) - (9) (No change.)
(b) - (d) (No change.)
This agency hereby certifies that the proposal has been reviewed
by legal counsel and found to be within the agency's legal author-
ity to adopt.
Filed with the Office of the Secretary of State on August 16, 2013.
TRD-201303431
A. Kaylene Ray
General Counsel
Texas Department of Banking
Proposed date of adoption: October 18, 2013
For further information, please call: (512) 475-1300
SUBCHAPTER C. BANK OFFICES
7 TAC 15.41
The amendments are proposed under Finance Code, 31.003,
which authorizes the Finance Commission to adopt rules to ac-
complish the purposes of Subtitle A regarding banks.
The sections in Chapter 32 of the Finance Code are affected by
the proposed amended section.
15.41. Written Notice or Application for Change of Home Office.
(a) - (e) (No change.)
(f) Certificate of Formation [Articles of assciatieon]. An
amendment to the certificate of formation [artices of association] of
the state bank is not required to effect a change in the location of
its home office. However, if the certificate of formation is [articles
of association are] subsequently amended or restated, the resulting
certificate of formation [articles efassociation] must include the bank's
current home office address.
This agency hereby certifies that the proposal has been reviewed
by legal counsel and found to be within the agency's legal author-
ity to adopt.
Filed with the Office of the Secretary of State on August 16, 2013.
TRD-201303432A. Kaylene Ray
General Counsel
Texas Department of Banking
Proposed date of adoption: October 18, 2013
For further information, please call: (512) 475-1300
SUBCHAPTER F. APPLICATIONS FOR
MERGER, CONVERSION, AND PURCHASE OR
SALE OF ASSETS
7 TAC 15.104, 15.108
The amendments are proposed under Finance Code, 31.003,
which authorizes the Finance Commission to adopt rules to ac-
complish the purposes of Subtitle A regarding banks.
The sections in Chapter 32 of the Finance Code are affected by
the proposed amended sections.
15.104. Application for Merger or Share Exchange.
(a) (No change.)
(b) Form of application. The applicant must submit a fully
completed, verified application on a form prescribed by the banking
commissioner and simultaneously tender the required filing fee pur-
suant to 15.2 of this title (relating to Filing Fees and Cost Deposits).
The Interagency Bank Merger Act application may be used in lieu of
the commissioner prescribed form if it is accompanied by the signature
page and supplemental page of the commissioner prescribed form. The
application must, except to the extent waived by the banking commis-
sioner, include:
(1) - (2) (No change.)
(3) certificate [atices] and plan of merger or share ex-
change in accordance with the Texas Business Organizations Code,
which must include:
(A) a current draft of the certificate [articles] of merger
or share exchange, and additional copies equal to the number of sur-
viving, new, or acquired entities, executed and acknowledged by an
authorized officer for each party to the merger or share exchange;
(B) (No change.)
(C) the restated certificate of formation [articles of as-
sociation] of each resulting state bank;
(D) the restated certificate of formation [articles of in-
eorporation or association], or other constitutive documents, of each
surviving entity other than the resulting state bank;
(E) the certificate of formation [articles of ineerporation
or association], or other constitutive documents, of each new resulting
entity;
(F) if a party to a merger is an entity required to file doc-
uments with the Texas secretary of state before the transaction can be
legally consummated, a provision in the certificate [articles] of merger
conditioning the merger upon the approval of the banking commis-
sioner, containing wording substantially as follows, as applicable: This
merger will become effective upon the final approval and filing of the
certificate [articles] of merger by the Secretary of State of Texas and
with the Banking Commissioner of Texas which must be on or before
(date), which is the 90th day after the date of filing of the
certificate [articles] of merger with the Secretary of State;
(4)- (22) (No change.)PROPOSED RULES August 30, 2013 38 TexReg 5623
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Texas. Secretary of State. Texas Register, Volume 38, Number 35, Pages 5587-5800, August 30, 2013, periodical, August 30, 2013; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth342086/m1/37/: accessed April 19, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.