Texas Finance Code - Section 32.501. Merger Or Conversion Of State Bank Into Another Financial Institution
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§ 32.501. MERGER OR CONVERSION OF STATE BANK INTO ANOTHER
FINANCIAL INSTITUTION. (a) Subject to Subtitle G, a state bank may
act as necessary under and to the extent permitted by the laws of
the United States, this state, another state, or another country to
merge or convert into another financial institution, as that term
is defined by Section 201.101.
(b) The merger or conversion by the state bank must be made
and approval of its board, shareholders, or participants must be
obtained in accordance with the Texas Business Corporation Act as
if the state bank were a domestic corporation and all other parties
to the transaction, if any, were foreign corporations and other
entities, except as provided by rule. For purposes of this
subsection, a conversion is considered a merger into the successor
form of financial institution.
(c) The state bank does not cease to be a state bank subject
to the supervision of the banking commissioner unless:
(1) the banking commissioner has been given written
notice of the intention to merge or convert before the 31st day
before the date of the proposed transaction;
(2) the bank has published notice of the transaction,
in the form and frequency specified by the banking commissioner,
in:
(A) a newspaper of general circulation published
in the county of its home office or, if such a newspaper is not
published in the county, in an adjacent county; and
(B) other locations that the banking
commissioner considers appropriate;
(3) the bank has filed with the banking commissioner:
(A) a copy of the application filed with the
successor regulatory authority, including a copy of each contract
evidencing or implementing the merger or conversion, or other
documents sufficient to show compliance with applicable law;
(B) a certified copy of all minutes of board
meetings and shareholder or participant meetings at which action
was taken regarding the merger or conversion; and
(C) a publisher's certificate showing
publication of the required notice;
(4) the banking commissioner determines that:
(A) all deposit and other liabilities of the
state bank are fully discharged, assumed, or otherwise retained by
the successor form of financial institution;
(B) any conditions imposed by the banking
commissioner for the protection of depositors and creditors have
been met or otherwise resolved; and
(C) any required filing fees have been paid; and
(5) the bank has received a certificate of authority
to do business as the successor financial institution.
(d) Section 32.304 applies to a proposed merger under this
section.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 1999, 76th Leg., ch. 344, § 2.010, eff. Sept. 1, 1999.
Section: 32.304 32.401 32.402 32.403 32.404 32.405 32.406 32.501 32.502 33.001 33.002 33.003 33.004 33.005 33.006
Last modified: August 10, 2007
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