SUBCHAPTER A INCORPORATION IN GENERAL
- Texas Section 62.001 - Application To Incorporate
(a) Five or more residents of this state may apply to incorporate an association by submitting to the commissioner an application and the filing fee....
- Texas Section 62.002 - Additional Incorporation Requirements For Capital Stock Association
(a) A capital stock association's articles of incorporation must include a statement of: (1) the aggregate number of shares of common stock that the association...
- Texas Section 62.003 - Additional Incorporation Requirements For Mutual Association
(a) A mutual association's articles of incorporation must include a statement of the amount of savings liability of the association and the amount of the...
- Texas Section 62.004 - Approval Of Managing Officer
(a) An association may not begin business before: (1) it presents to the commissioner the name and qualifications of its managing officer; and (2) the...
- Texas Section 62.005 - Corporate Name
(a) The name of an association must include the words "Savings Association," "Savings Institution," "Savings and Loan Association," or "Savings and Loan Institution," preceded by...
- Texas Section 62.006 - Hearing On Application To Incorporate
(a) On the filing of a complete application to incorporate, the commissioner shall: (1) issue public notice of the application; and (2) give any interested...
- Texas Section 62.007 - Decision On Application To Incorporate; Issuance Of Certificate Of Incorporation
(a) The commissioner may approve an application to incorporate only if the commissioner finds that: (1) the prerequisites to incorporation required by this chapter are...
- Texas Section 62.008 - Preference For Local Control
If an application to incorporate a new association that proposes to locate an office in a community is before the commissioner at the same time...
- Texas Section 62.009 - Deadline For Commencing Business
(a) An association shall begin business not later than the first anniversary of the date the commissioner approves the association's application. (b) On the request...
- Texas Section 62.010 - Amendment Of Articles Of Incorporation Or Bylaws
(a) An association may amend its articles of incorporation or bylaws by a resolution adopted by a majority vote of those entitled to vote attending...
SUBCHAPTER B INCORPORATION TO REORGANIZE OR MERGE
- Texas Section 62.011 - Change Of Office Or Name
(a) Only with the prior approval of the commissioner may an association: (1) establish an office other than the principal office stated in the association's...
- Texas Section 62.051 - Purpose Of Incorporation
A person may apply to incorporate an association for the purpose of: (1) purchasing the assets, assuming the liabilities, excluding liability to stockholders, and continuing...
- Texas Section 62.052 - Incorporation Requirements
(a) An application to incorporate an association under this subchapter must be submitted to the commissioner. (b) The application must include information required by rule...
SUBCHAPTER C ADMINISTRATION
- Texas Section 62.053 - Decision On Application; Issuance Of Certificate Of Incorporation
(a) The commissioner shall approve an application under this subchapter if the commissioner finds that: (1) the business of the association that is to be...
- Texas Section 62.101 - Organizational Meeting
(a) Not later than the 30th day after the date the corporate existence of an association begins, the initial board shall hold an organizational meeting...
- Texas Section 62.102 - Board Of Directors
(a) A board of not less than five or more than 21 directors shall direct the business of the association. The members or shareholders shall...
- Texas Section 62.104 - Officers
(a) The officers of an association are: (1) a president; (2) one or more vice presidents; (3) a secretary; and (4) other officers prescribed by...
- Texas Section 62.105 - Indemnity Bonds Of Directors, Officers, And Employees
(a) An association shall maintain a blanket indemnity bond with an adequate corporate surety protecting the association from loss by or through dishonest or criminal...
- Texas Section 62.106 - Meetings Of Members And Shareholders
(a) The annual meeting of the members or shareholders of an association shall be held at the time set by the bylaws of the association....
SUBCHAPTER D OPERATIONS AND FINANCES
- Texas Section 62.107 - Voting Rights
(a) The bylaws of an association must specify the voting requirements, including quorum requirements, for conducting business at a meeting of the members or shareholders....
- Texas Section 62.151 - Computation Of Income; Statement Of Condition
(a) An association shall close its books at the times provided by its bylaws to determine the amount of its gross income for the period...
- Texas Section 62.152 - Minimum Net Worth Requirement
An association shall meet minimum net worth requirements prescribed by rule of the finance commission. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept....
- Texas Section 62.153 - Insurance Of Savings Accounts
(a) An association may obtain insurance for its savings accounts from the Federal Deposit Insurance Corporation. (b) Only if the account is insured by the...
- Texas Section 62.154 - Limitation On Issuance Of Securities
An association may issue a form of stock, share, account, or investment certificate only as authorized by this subtitle. Acts 1997, 75th Leg., ch. 1008,...
- Texas Section 62.155 - Common Stock
(a) An association may not issue common stock before the common stock is fully paid for in cash. (b) An association may not make a...
- Texas Section 62.156 - Preferred Stock
(a) An association may not issue preferred stock before the preferred stock is fully paid for in cash. (b) An association may not make a...
- Texas Section 62.157 - Series And Classes Of Preferred Stock
(a) The articles of incorporation may: (1) authorize that shares of preferred stock be divided into and issued in series; and (2) determine the rights...
- Texas Section 62.158 - Dividends On Capital Stock
The board of a capital stock association may declare and pay a dividend out of current or retained income, in cash or additional stock, to...
- Texas Section 62.159 - Use Of Surplus Accounts And Expense Fund Contributions
(a) At an association's closing date, the association may use all or part of a surplus account, whether earned or paid-in, or expense fund contributions...
SUBCHAPTER E CONVERSION TO FEDERAL ASSOCIATION
- Texas Section 62.160 - Use Of Expense Fund Contributions
(a) The expense of organizing the association, the association's operating expenses, and the dividends declared and paid or credited to the association's savings account holders...
- Texas Section 62.201 - Conditions For Conversion
(a) The finance commission by rule shall establish the conditions under which an association may convert to a federal association under Section 5, Home Owners'...
- Texas Section 62.202 - Application To Convert
(a) An association may convert to a federal association if a resolution favoring the conversion is adopted by a majority vote of the members or...
- Texas Section 62.203 - Review By Commissioner; Approval
Not later than the 10th day after the date an application to convert is received, the commissioner shall: (1) consent in writing to the conversion;...
- Texas Section 62.204 - Hearing On Application
(a) A hearing set under Section 62.203(2) shall be held not later than the 25th day after the date the application is filed unless a...
- Texas Section 62.205 - Consummation Of Conversion
Within three months after the date the commissioner consents to the conversion of an association, the association shall take the action necessary under federal law...
- Texas Section 62.206 - Filing Of Charter Or Certificate
(a) The converted association shall file with the commissioner: (1) a copy of the charter issued to the federal association by the Office of the...
- Texas Section 62.207 - Effect Of Issuance Of Charter
On the issuance of a charter by the Office of the Comptroller of the Currency, the association: (1) ceases to be an association incorporated under...
- Texas Section 62.208 - Continuation Of Corporate Existence
After an association is converted to a federal association: (1) the corporate existence of the association continues; and (2) the federal association is considered to...
SUBCHAPTER F CONVERSION OF FEDERAL ASSOCIATION OR STATE OR NATIONAL BANK TO STATE ASSOCIATION
- Texas Section 62.209 - Property And Obligations Of Converted Association
(a) The property of an association converted to a federal association immediately by operation of law vests in the federal association. (b) The federal association:...
- Texas Section 62.251 - Application To Convert
(a) A federal association or state or national bank may convert to an association if the conversion is approved by a majority vote of the...
- Texas Section 62.252 - Election Of Directors; Execution And Acknowledgment Of Application And Bylaws
(a) At the meeting under Section 62.251(a), the members or shareholders shall elect the directors of the association. (b) The directors shall execute two copies...
- Texas Section 62.253 - Review By Commissioner; Approval
(a) On receipt of an application, the commissioner shall order an examination of the entity to be converted. (b) If the commissioner finds the entity...
SUBCHAPTER G CONVERSION OF ASSOCIATION TO STATE OR NATIONAL BANK OR STATE OR FEDERAL SAVINGS BANK
- Texas Section 62.254 - Applicability Of Subtitle To Converted Association
(a) To the extent applicable, this subtitle applies to an association incorporated under this subchapter. (b) An association incorporated under this subchapter: (1) is a...
- Texas Section 62.301 - Application To Convert To State Savings Bank
An association may apply to the commissioner to convert to a state savings bank by filing an application with the commissioner. The application shall be...
- Texas Section 62.302 - Application To Convert To State Or National Bank Or State Or Federal Savings Bank
(a) An association may convert to a state or national bank or state or federal savings bank if a resolution favoring the conversion is adopted...
- Texas Section 62.303 - Review By Commissioner; Approval
(a) The commissioner shall approve the application if the commissioner determines that the association is in good standing. (b) For purposes of Subsection (a), an...
- Texas Section 62.304 - Filing Of Charter Or Certificate
(a) The bank or savings bank shall file with the commissioner: (1) a copy of the charter issued to the bank or savings bank by...
- Texas Section 62.305 - Effect Of Approval Of Application And Issuance Of Charter
On the commissioner's approval of the application for conversion and the appropriate financial institution regulatory agency's issuance of a charter, the bank or savings bank:...
- Texas Section 62.306 - Continuation Of Corporate Existence
After an association is converted to a bank or savings bank: (1) the corporate existence of the association continues; and (2) the bank or savings...
SUBCHAPTER H REORGANIZATION, MERGER, AND CONSOLIDATION
- Texas Section 62.307 - Property And Obligations Of Converted Association
(a) The property of an association converted to a bank or savings bank immediately by operation of law vests in the bank or savings bank....
- Texas Section 62.351 - Authority To Reorganize, Merge, Or Consolidate
(a) An association may reorganize, merge, or consolidate with another association, federal association, foreign association, state or national bank, or state or federal savings bank...
- Texas Section 62.352 - Continuation Of Corporate Existence; Home Office Of Surviving Entity
(a) An entity that results from a reorganization, merger, or consolidation as provided by Section 62.351 has the same incidents as the reorganized, merged, or...
- Texas Section 62.353 - Notice And Hearing; Confidentiality
(a) On presentation of a plan of reorganization, merger, or consolidation, the commissioner shall give: (1) public notice of the reorganization, merger, or consolidation in...
SUBCHAPTER I ADDITIONAL PROVISIONS FOR MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN ASSOCIATIONS
- Texas Section 62.354 - Denial By Commissioner Of Plan
The commissioner shall issue an order denying the plan if the commissioner finds that: (1) the reorganization, merger, or consolidation would substantially lessen competition or...
- Texas Section 62.401 - Applicability Of Subchapter
(a) This subchapter applies only to the merger or consolidation of a domestic association with a foreign association. (b) The requirements of and authority and...
- Texas Section 62.402 - Adoption Of Merger Or Consolidation Plan
The board of directors of the foreign association must adopt the merger or consolidation plan. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept....
- Texas Section 62.403 - Notice And Hearing; Confidentiality
If the commissioner considers the domestic association to be in an unsafe condition: (1) the notice and hearing provisions of Chapter 2001, Government Code, and...
- Texas Section 62.404 - Denial By Commissioner Of Application
If the surviving association is a foreign association, the commissioner shall deny the application if: (1) the laws of the state in which the foreign...
- Texas Section 62.405 - Approval By Commissioner Of Plan
(a) If the commissioner approves the plan of merger or consolidation, the commissioner shall issue an order approving the merger or consolidation. (b) If the...
SUBCHAPTER J MERGER OF SUBSIDIARY CORPORATION
- Texas Section 62.406 - Enforcement Of Condition, Restriction, Or Requirement On Surviving Foreign Association
If the surviving association is a foreign association, the commissioner may enforce a condition, restriction, or requirement on the surviving association that could have been...
- Texas Section 62.451 - Authority To Merge
One or more corporations organized under a law of this state may merge into an association that owns all of the corporations' capital stock if:...
- Texas Section 62.452 - Articles Of Merger
(a) The articles of merger must: (1) be executed by the president or vice president and a secretary or assistant secretary of the association and...
- Texas Section 62.453 - Approval Of Merger
(a) The secretary of state shall approve the articles of merger if the secretary of state determines that: (1) the articles of merger comply with...
- Texas Section 62.454 - Effect Of Merger
(a) A merger takes effect on the date the last required certificate of merger is issued. (b) After the merger takes effect: (1) a corporation...
SUBCHAPTER K VOLUNTARY LIQUIDATION
- Texas Section 62.455 - Inapplicability Of Subchapter H
Subchapter H does not apply to a merger under this subchapter. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
- Texas Section 62.501 - Resolution To Liquidate And Dissolve; Approval By Commissioner
(a) An association may liquidate and dissolve if: (1) at an annual meeting or a special meeting called for that purpose, the members and shareholders...
- Texas Section 62.502 - Distribution Of Assets
(a) The board, under the commissioner's supervision and in accordance with the approved liquidation plan, shall liquidate the affairs of the association and reduce the...
SUBCHAPTER L CHANGE OF CONTROL OF ASSOCIATION
- Texas Section 62.503 - Final Report And Accounting
(a) On completion of the liquidation, the board shall file with the commissioner a final report and accounting of the liquidation. (b) The commissioner's approval...
- Texas Section 62.551 - Inapplicability Of Subchapter
This subchapter does not apply to a conversion, reorganization, merger, consolidation, or voluntary liquidation under Subchapter E, F, G, H, J, or K. Acts 1997,...
- Texas Section 62.552 - Effect Of Subchapter On Other Law
This subchapter does not: (1) excuse or diminish the notice requirements prescribed by this subtitle; or (2) prevent the commissioner from investigating, commenting on, or...
- Texas Section 62.553 - Application For Change Of Control
(a) Control of an association may be changed only if an application for approval of the change is filed with and approved by the commissioner....
- Texas Section 62.554 - Application Filing Fee
(a) The finance commission by rule shall adopt a schedule of fees for filing applications and holding hearings. The schedule may be graduated so that...
- Texas Section 62.555 - Denial Of Application
(a) The commissioner by order shall deny an application unless the applicant establishes that: (1) the acquisition would not: (A) substantially lessen competition; (B) restrain...
- Texas Section 62.556 - Appeal To Commissioner Of Denial
(a) If the commissioner denies an application, the applicant is entitled to a hearing if the applicant submits a written request for a hearing not...
- Texas Section 62.557 - Judicial Review
(a) An applicant may appeal the commissioner's denial of an application or the commissioner's order affirming the denial only after a final order is entered....
- Texas Section 62.558 - Unauthorized Change Of Control
If it appears that a change in control may have taken place without approval, the commissioner may call a hearing to determine whether: (1) a...
- Texas Section 62.559 - Confidentiality
(a) Except as provided by this section, information obtained by the commissioner under this subchapter is confidential and may not be disclosed by the commissioner...
- Texas Section 62.560 - Injunction
(a) The attorney general on behalf of the commissioner may apply for equitable relief, including an order enjoining a violation, if the commissioner believes a...
- Texas Section 62.561 - Criminal Penalty
(a) A person commits an offense if the person intentionally makes a materially false or misleading statement to the commissioner with respect to the information...