| (a) In accordance with the applicable provisions of
the Finance Code, Title 3, Subtitle A or G, the following corporate
forms regarding a state bank, along with the applicable filing fees,
must be filed with the banking commissioner:
(1) a certificate of correction as authorized by Texas
Business Organizations Code (TBOC), §4.101;
(2) certificate of amendment under the Finance Code, §32.101;
(3) restated, or, amended and restated, certificate
of formation under the Finance Code, §32.101, and TBOC, §3.059
and §21.052;
(4) certificate of merger under the Finance Code, §32.301
et seq, as supplemented by the TBOC, §10.151;
(5) certificate of exchange under TBOC, §10.151;
(6) statement of event or fact pursuant to TBOC, §4.055;
(7) establishment of a series of shares by the board
of directors under the Finance Code, §32.102, as supplemented
by TBOC, §21.155 and §21.156;
(8) statement regarding a restriction on the transfer
of shares under TBOC, §21.212; and
(9) abandonment of a merger or interest exchange prior
to its effective date under TBOC, §4.057.
(b) For purposes of corporate filings with the banking
commissioner under subsection (a) of this section, state banks may
utilize a modified version of forms promulgated by the secretary of
state if the banking commissioner or the finance commission has not
promulgated an appropriate corporate form; however, the banking commissioner
may require the submission of additional information. The modified
corporate forms must:
(1) specifically reference the applicable provisions
of the Finance Code;
(2) change references from "corporation" to "association";
and
(3) change the references to "stated capital" and similar
terms defined in the TBOC to an appropriate reference to terms defined
in the Finance Code.
(c) In accordance with the applicable provisions of
the Finance Code and the TBOC, a state bank may file the following
corporate forms with the secretary of state as instructed in the Finance
Code or the TBOC:
(1) name registrations under TBOC, §§5.151
- 5.155;
(2) assumed name certificates under TBOC, §5.051;
(3) a statement appointing an agent authorized to receive
service of process under Finance Code, §201.103;
(4) an amendment to a statement appointing an agent
to receive service of process under Finance Code, §201.103; and
(5) a cancellation of the appointment of an agent to
receive service of process under Finance Code, §201.103.
(d) The following corporate forms are inapplicable
to state banks and are not required to be filed by a state bank with
either the secretary of state or the banking commissioner:
(1) changes of registered office or agent under TBOC, §5.202
or §5.203;
(2) name reservations under TBOC, §5.101;
(3) certificate of termination under TBOC, §11.101;
and
(4) certificate of reinstatement under TBOC, §11.202.
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| Source Note: The provisions of this §15.9 adopted to be effective July 10, 2008, 33 TexReg 5275; amended to be effective September 9, 2010, 35 TexReg 8101; amended to be effective November 7, 2013, 38 TexReg 7687 |
