Sec. 182.002. CERTIFICATE OF FORMATION OF STATE TRUST COMPANY. (a) The certificate of formation of a state trust company must be signed and acknowledged by each organizer and must contain:
(1) the name of the state trust company, subject to Subsection (b);
(2) the period of the state trust company's duration, which may be perpetual;
(3) the powers of the state trust company, which may be stated as:
(A) all powers granted to a state trust company in this state; or
(B) a list of the specific powers that the state trust company chooses and is authorized to exercise;
(4) the aggregate number of shares, or participation shares in the case of a limited trust association, that the state trust company will be authorized to issue, and the number of classes of shares or participation shares, which may be one or more;
(5) if the shares or participation shares are to be divided into classes:
(A) the designation of each class and statement of the preferences, limitations, and relative rights of the shares or participation shares of each class, which in the case of a limited trust association may be more fully set forth in the participation agreement;
(B) the number of shares or participation shares of each class; and
(C) a statement of the par value of the shares or participation shares of each class or that the shares or participation shares are to be without par value;
(6) any provision limiting or denying to shareholders or participants the preemptive right to acquire additional or treasury shares or participation shares of the state trust company;
(7) any provision granting the right of shareholders or participants to cumulative voting in the election of directors or managers;
(8) the aggregate amount of consideration to be received for all shares or participation shares initially issued by the state trust company and a statement that:
(A) all authorized shares or participation shares have been subscribed; and
(B) all subscriptions received have been irrevocably paid in cash;
(9) any provision consistent with law that the organizers elect to set forth in the certificate of formation for the regulation of the internal affairs of the state trust company or that is otherwise required by this subtitle to be set forth in the certificate of formation;
(10) the street address of the state trust company's home office; and
(11) either:
(A) the number of directors or managers constituting the initial board and the names and street addresses of the persons who are to serve as directors or managers until the first annual meeting of shareholders or participants or until successor directors or managers have been elected and qualified; or
(B) the statement described by Subsection (c).
(b) The banking commissioner may determine that a proposed state trust company name is potentially misleading to the public and require the organizers to select a different name.
(c) The organizers of a limited trust association that will have not fewer than five or more than 25 participants may include in the certificate of formation a statement that management is vested in a board composed of all participants, with management authority vested in each participant in proportion to the participant's contribution to capital as adjusted from time to time to properly reflect any additional contribution, and the names and street addresses of the persons who are to be the initial managing participants.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 10, eff. September 1, 2007.
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 16, eff. June 14, 2013.
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 17, eff. June 14, 2013.
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