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TITLE 7BANKING AND SECURITIES
PART 2TEXAS DEPARTMENT OF BANKING
CHAPTER 15CORPORATE ACTIVITIES
SUBCHAPTER FAPPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS
RULE §15.107Notice of Merger, Reorganization, or Conversion of a State Bank into Another Form of Financial Institution

(a) Scope. This section governs notice of the merger, reorganization, or conversion of a state bank into another form of financial institution pursuant to the Finance Code, §32.501 and §32.304.

(b) Form of notice. A state bank does not cease to be subject to the jurisdiction of the banking commissioner until the banking commissioner is given written notice of intent to merge, reorganize, or convert before the 31st day preceding the date of the proposed transaction and the merger, reorganization, or conversion has otherwise become effective. The notice must, except to the extent waived by the banking commissioner, include:

  (1) a summary of the proposed transaction;

  (2) a copy of all agreements or other documentation related to the proposed transaction executed by an authorized representative of the applicant and other parties, if any;

  (3) a copy of each filing regarding the proposed transaction that is required by another governmental authority, complete with all related attachments, exhibits, and correspondence;

  (4) a certified copy of those portions of the minutes of board meetings and shareholder or participant meetings at which action was taken regarding approval of the merger, reorganization, or conversion, or a certificate of an officer verifying the action taken by the board of directors and the shareholders or participants approving the merger, reorganization, or conversion;

  (5) Opinion of legal counsel. An opinion of legal counsel that conforms with the requirements of §15.109 of this title (relating to Opinion of Legal Counsel), concluding:

    (A) the merger, reorganization, or conversion of the state bank has been duly authorized by its board and shareholders or participants in accordance with the Finance Code, §32.501(b), and the Texas Business Organizations Code;

    (B) all deposit and other liabilities of the state bank will be discharged or otherwise retained by the successor financial institution; and

    (C) all conditions with respect to the merger, reorganization, or conversion imposed by the banking commissioner have been satisfied or otherwise resolved or, to the best knowledge of legal counsel, no conditions have been imposed;

  (6) a publisher's certificate showing publication of notice as required by subsection (c) of this section;

  (7) an explanation of compliance with the provisions of the Texas Business Organizations Code relating to rights of dissenting shareholders or participants; and

  (8) in addition to all other requirements of this subsection, with respect to an interstate merger transaction:

    (A) any additional opinions and information the applicant, by contacting the department, determines the banking commissioner requires; and

    (B) information regarding applicable host state law and evidence of compliance with the law.

(c) Notices, publication, and certificate of authority.

  (1) The applicant must submit a copy of the published notice of the proposed transaction required by the successor regulatory authority or must publish notice as required by §15.5 of this title (relating to Public Notice). Submission of the notice, with the publisher's certificate required by subsection (b)(6) of this section, is considered notice of the transaction in accordance with the Finance Code, §32.501(c)(2). The banking commissioner may require, upon written notice to the applicant, other publication requirements at the times and places and in the manner considered appropriate.

  (2) With respect to an interstate merger application, the banking commissioner must determine whether the notice required by the successor regulatory authority is considered adequate notice in accordance with Finance Code, §32.501(c)(2). The applicant must inform the department of the publication requirements in the host state of the acquiring financial institution for the banking commissioner to determine, pursuant to §15.5(e) of this title, whether those requirements satisfy the publication requirements of this subsection.

  (3) Within 14 days after receipt of the certificate of authority to do business, or another document issued by the successor regulatory authority authorizing the consummation of the merger, reorganization, or conversion, the successor financial institution must provide written notice to the banking commissioner of the effective date and a copy of the certificate of authority or other document.

(d) Filing fees. A filing fee is not required in connection with notice under this section.


Source Note: The provisions of this §15.107 adopted to be effective September 15, 1997, 22 TexReg 8948; amended to be effective January 7, 2004, 29 TexReg 80; amended to be effective November 8, 2012, 37 TexReg 8779

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