Sec. 182.501. MERGER OR CONVERSION OF STATE TRUST COMPANY INTO ANOTHER TRUST INSTITUTION EXERCISING FIDUCIARY POWERS. (a) Subject to Chapter 187, a state trust company may act as necessary 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 form of trust institution.
(b) The merger or conversion must be made and approval of the state trust company's board, shareholders, or participants must be obtained in accordance with the Business Organizations Code as if the state trust company were a filing entity and all other parties to the transaction, if any, were foreign entities, except as may be otherwise provided by rule. For purposes of this subsection, a conversion is considered a merger into the successor trust institution.
(c) The state trust company does not cease to be a state trust company 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 state trust company 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; and
(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;
(3) the banking commissioner determines that:
(A) all accounts and liabilities of the state trust company are fully discharged, assumed, or otherwise retained by the successor trust institution;
(B) any conditions imposed by the banking commissioner for the protection of clients and creditors have been met or otherwise resolved; and
(C) any required filing fees have been paid; and
(4) the state trust company has received a certificate of authority to do business as the successor trust institution.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999. Amended by Acts 2001, 77th Leg., ch. 1420, Sec. 6.016(a), eff. Sept. 1, 2001.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 74, eff. September 1, 2007.
Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 16, eff. September 1, 2007.
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 26, eff. June 14, 2013.
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