reglab/statecodes huggingface dataset:
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter B. Amendment of Certificate; Changes in Capital and Surplus › Section 182.104. Capital Notes or Debentures

Sec. 182.104.  CAPITAL NOTES OR DEBENTURES.  (a)  With the prior written approval of the banking commissioner, a state trust company may at any time through action of its board, and without requiring action of its shareholders or participants, issue and sell its capital notes or debentures.  The notes or debentures must be subordinate to the claims of depositors and may be subordinate to other claims, including the claims of other creditors or classes of creditors or the shareholders or participants.
(b)  Capital notes or debentures may be convertible into shares or participation shares of any class or series.  The issuance and sale of convertible capital notes or debentures are subject to satisfaction of preemptive rights, if any, to the extent provided by law.
(c)  Without the prior written approval of the banking commissioner, a state trust company may not pay interest due or principal repayable on outstanding capital notes or debentures when the state trust company is in hazardous condition or insolvent, as determined by the banking commissioner, or to the extent that payment will cause the state trust company to be in hazardous condition or insolvent.
(d)  The amount of any outstanding capital notes or debentures that meet the requirements of this section and that are subordinated to unsecured creditors of the state trust company may be included in equity capital of the state trust company for purposes of determining hazardous condition or insolvency, and for such other purposes provided by rules adopted under this subtitle.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter B. Amendment of Certificate; Changes in Capital and Surplus › Section 182.105. Board Designation of Certified Surplus

Sec. 182.105.  BOARD DESIGNATION OF CERTIFIED SURPLUS.  Periodically the board may vote to designate and record in its minutes the amount of certified surplus.  Except to absorb losses in excess of undivided profits and uncertified surplus, certified surplus may not be reduced without the prior written approval of the banking commissioner.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter C. State Trust Company Offices › Section 182.201. Conduct of Trust Business

Sec. 182.201.  CONDUCT OF TRUST BUSINESS.  A state trust company may engage in the trust business at its home office and at other locations as permitted by this subchapter.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter C. State Trust Company Offices › Section 182.202. Home Office

Sec. 182.202.  HOME OFFICE.  (a)  Each state trust company must have and continuously maintain in this state a home office.  The home office must be a location at which the state trust company does business and keeps its corporate books and records.  At least one executive officer must maintain an office at the home office.
(b)  Repealed by Acts 2007, 80th Leg., R.S., Ch. 244, Sec. 3, eff. September 1, 2007.
(c)  A state trust company may change its home office to any location in this state, if the location that is the home office before the change remains an office of the state trust company at which the state trust company does business.  To change the location of its home office, the state trust company must file a written notice with the banking commissioner setting forth the name of the state trust company, the street address of its home office before the change, the street address to which the home office is to be changed, and a copy of the resolution adopted by the board authorizing the change.  The change of home office takes effect on the 31st day after the date the banking commissioner receives the notice.
(d)  A relocation of a state trust company's home office may not be made, and another action that would effect an abandonment of the state trust company's initial home office may not be taken, without the prior written approval of the banking commissioner.  The state trust company must establish to the satisfaction of the banking commissioner that the abandonment is consistent with the original determination of public convenience and advantage for the establishment of a state trust company at that location.
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. 244 (H.B. 2219), Sec. 3, eff. September 1, 2007.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter C. State Trust Company Offices › Section 182.203. Additional Offices

Sec. 182.203.  ADDITIONAL OFFICES.  (a)  A state trust company may establish and maintain additional offices. To establish an additional office, the state trust company must file a written notice with the banking commissioner setting forth the name of the state trust company, the street address of the proposed additional office, a description of the activities proposed to be conducted at the additional office, and a copy of the resolution adopted by the board authorizing the additional office.
(b)  A state trust company may not commence business at the additional office before the 31st day after the date the banking commissioner receives the notice, unless the banking commissioner specifies an earlier or later date.  The banking commissioner may specify a later date on a determination that the written notice raises issues that require additional information or additional time for analysis.  If a later date is specified, the state trust company may establish the additional office only on prior written approval by the banking commissioner.  The banking commissioner may deny permission to establish an additional office of the state trust company if the banking commissioner has a significant supervisory or regulatory concern regarding the proposed additional office, the applicant, or an affiliate.
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. 6.012(a), eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter D. Merger › Section 182.301. Merger Authority

Sec. 182.301.  MERGER AUTHORITY.  (a)  Two or more trust institutions, corporations, or other entities with the authority to participate in a merger, at least one of which is a state trust company, may adopt and implement a plan of merger in accordance with this section.  The merger may not be made without the prior written approval of the banking commissioner if any surviving, new, or acquiring entity that is a party to the merger or created by the terms of the merger is a state trust company or is not a trust institution.
(b)  Implementation of the plan of merger by the parties and approval of the board, shareholders, participants, or owners of the parties must be made or obtained as provided by the Business Organizations Code as if the state trust company were a filing entity and all other parties to the merger were foreign entities, except as otherwise provided by rules adopted under this chapter.
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. 237 (H.B. 1962), Sec. 72, eff. September 1, 2007.
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 23, eff. June 14, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter D. Merger › Section 182.302. Merger Application; Grounds for Approval

Sec. 182.302.  MERGER APPLICATION;  GROUNDS FOR APPROVAL.  (a)  To apply for approval of a merger, the parties must submit the original certificate of merger, a number of copies of the certificate of merger equal to the number of surviving, new, and acquiring entities, and an application in the form required by the banking commissioner.  The banking commissioner may require the submission of additional information as considered necessary to an informed decision.
(b)  The banking commissioner shall investigate the condition of the merging parties.
(c)  The banking commissioner may approve the merger if:
(1)  each resulting state trust company:
(A)  has complied with the statutes and rules relating to the organization of a state trust company;  and
(B)  will be solvent and have adequate capitalization for its business and location;
(2)  all obligations and liabilities of each trust company that is a party to the merger have been properly discharged or otherwise lawfully assumed or retained by a trust institution or other fiduciary;
(3)  each surviving, new, or acquiring person that is not authorized to engage in the trust business will not engage in the trust business and has complied with the laws of this state;  and
(4)  all conditions imposed by the banking commissioner have been satisfied or otherwise resolved.
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. 6.013(a), eff. Sept. 1, 2001.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 24, eff. June 14, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter D. Merger › Section 182.303. Approval of Banking Commissioner

Sec. 182.303.  APPROVAL OF BANKING COMMISSIONER.  (a)  If the banking commissioner approves the merger and finds that all required filing fees and investigative costs have been paid, the banking commissioner shall:
(1)  endorse the face of the original and each copy of the certificate of merger with the date of approval and the word "Approved";
(2)  file the original in the department's records; and
(3)  deliver a certified copy of the certificate of merger to each surviving, new, or acquiring entity.
(b)  A merger is effective on the date of approval, unless the merger agreement provides and the banking commissioner consents to a different effective date.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 25, eff. June 14, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter D. Merger › Section 182.304. Rights of Dissenters to Merger

Sec. 182.304.  RIGHTS OF DISSENTERS TO MERGER.  A shareholder, participant, or participant-transferee may dissent from the merger to the extent and by following the procedure provided by the Business Organizations Code or rules adopted under this subtitle.
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. 237 (H.B. 1962), Sec. 73, eff. September 1, 2007.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter E. Purchase or Sale of Assets › Section 182.401. Authority to Purchase Assets

Sec. 182.401.  AUTHORITY TO PURCHASE ASSETS.  (a)  A state trust company may purchase assets from another trust institution, including the right to control accounts established with the trust institution, or assets from another seller, except that the prior written approval of the banking commissioner is required if the purchase price exceeds an amount equal to three times the sum of the trust company's equity capital less intangible assets.  The finance commission by rule may require a state trust company to obtain the prior written approval of the banking commissioner for a transaction not otherwise subject to approval that involves potentially substantial risks to the safety and soundness of the purchasing trust company.
(b)  Except as otherwise expressly provided by this section or another statute, the purchase of all or part of the assets of the selling entity does not make the purchasing state trust company responsible for any liability or obligation of the selling entity that the purchasing state trust company does not expressly assume.
(c)  If prior approval of the banking commissioner is required under this section, an application in the form required by the banking commissioner must be filed with the banking commissioner.  The banking commissioner shall investigate the condition of the purchaser and seller and may require the submission of additional information as considered necessary to make an informed decision.
(d)  The banking commissioner shall approve the application to purchase if:
(1)  the purchasing state trust company:
(A)  has complied with all applicable statutes and rules; and
(B)  will be solvent and have sufficient capitalization for its business and location;
(2)  all fiduciary obligations and liabilities of each trust institution that is a party to the purchase or sale of assets have been properly discharged or otherwise lawfully assumed or retained by a trust institution or other fiduciary;
(3)  all conditions imposed by the banking commissioner have been satisfied or otherwise resolved; and
(4)  all fees and costs have been paid.
(e)  A purchase subject to prior approval is effective on the date of approval unless the purchase agreement provides for and the banking commissioner consents to a different effective date.
(f)  If the purchase transaction includes all or substantially all of the assets of another trust institution or other fiduciary, the acquiring state trust company shall succeed by operation of law to all of the rights, privileges, and fiduciary obligations of the selling trust institution or other fiduciary under each account included in the assets acquired.
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. 6.014(a), eff. Sept. 1, 2001.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 14, eff. September 1, 2007.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter E. Purchase or Sale of Assets › Section 182.402. Authority to Act as Disbursing Agent

Sec. 182.402.  AUTHORITY TO ACT AS DISBURSING AGENT.  (a)  The purchasing state trust company may hold the purchase price and any additional funds delivered to it by the selling institution in trust for the selling institution and may act as agent of the selling institution in disbursing those funds in trust by paying the creditors of the selling institution.
(b)  If the purchasing state trust company acts under written contract of agency approved by the banking commissioner that specifically names each creditor and the amount to be paid each, and if the agency is limited to the purely ministerial act of paying creditors the amounts due them as determined by the selling institution and reflected in the contract of agency and does not involve discretionary duties or authority other than the identification of the creditors named, the purchasing trust company:
(1)  may rely on the contract of agency and the instructions included in it;  and
(2)  is not responsible for:
(A)  any error made by the selling institution in determining its liabilities and creditors to whom the liabilities are due or the amounts due the creditors;  or
(B)  any preference that results from the payments made under the contract of agency and the instructions included in it.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter E. Purchase or Sale of Assets › Section 182.403. Liquidation of Selling Institution

Sec. 182.403.  LIQUIDATION OF SELLING INSTITUTION.  If the selling institution is at any time after the sale of assets voluntarily or involuntarily closed for liquidation by a state or federal regulatory agency, the purchasing state trust company shall pay to the receiver of the selling institution the balance of the money held by it in trust for the selling institution and not yet paid to the creditors of the selling institution.  Without further action the purchasing state trust company is discharged of all responsibilities to the selling institution, its receiver, or its creditors, shareholders, participants, or participant-transferees.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter E. Purchase or Sale of Assets › Section 182.404. Payment to Creditors

Sec. 182.404.  PAYMENT TO CREDITORS.  The purchasing state trust company may pay a creditor of the selling institution the amount to be paid the creditor under the terms of the contract of agency by opening an agency account in the name of the creditor, crediting the account with the amount to be paid the creditor under the terms of the agency contract, and mailing or personally delivering a duplicate ticket evidencing the credit to the creditor at the creditor's address shown in the records of the selling institution.  The relationship between the purchasing state trust company and the creditor is that of agent to creditor only to the extent of the credit reflected by the ticket.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter F. Exit of State Trust Company or Entry of Another Trust Institution › Section 182.501. Merger or Conversion of State Trust Company Into Another Trust Institution Exercising Fiduciary Powers

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.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 182 - Powers, Organization, and Financial Requirements › Subchapter F. Exit of State Trust Company or Entry of Another Trust Institution › Section 182.502. Conversion of Trust Institution Into State Trust Company

Sec. 182.502.  CONVERSION OF TRUST INSTITUTION INTO STATE TRUST COMPANY.  (a)  A trust institution may apply to the banking commissioner for conversion into a state trust company on a form prescribed by the banking commissioner and accompanied by any required fee if the trust institution follows the procedures prescribed by the laws of the United States, this state, another state, or another country governing the exit of the trust institution for the purpose of conversion into a state trust company from the regulatory system applicable before the conversion.  A trust association or limited trust association may convert its organizational form under this section.
(b)  A trust institution applying to convert into a state trust company may receive a certificate of authority to do business as a state trust company if the banking commissioner finds that:
(1)  the trust institution is not engaging in a pattern or practice of unsafe and unsound fiduciary or banking practices;
(2)  the trust institution has adequate capitalization for a state trust company to act as a fiduciary at the same locations as the trust institution is acting as a fiduciary before the conversion;
(3)  the trust institution can be expected to operate profitably after the conversion;
(4)  the officers and directors of the trust institution as a group have sufficient fiduciary experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the trust institution will operate as a state trust company in compliance with law; and
(5)  each principal shareholder has sufficient experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the trust institution will be free from improper or unlawful influence or interference with respect to the trust institution's operation as a state trust company in compliance with law.
(c)  The banking commissioner may:
(1)  request additional information considered necessary to make an informed decision under this section;
(2)  perform an examination of the converting trust institution at the expense of the converting trust institution;  and
(3)  require that examination fees be paid before a certificate of authority is issued.
(d)  In connection with the application, the converting trust institution must:
(1)  submit a statement of the law governing the exit of the trust institution from the regulatory system applicable before the conversion and the terms of the transition into a state trust company;  and
(2)  demonstrate that all applicable law has been fully satisfied.
Added by Acts 2001, 77th Leg., ch. 1420, Sec. 6.016(a), eff. Sept. 1, 2001.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 98 (S.B. 1646), Sec. 1, eff. May 19, 2023.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter A. Transfer of Ownership Interest › Section 183.001. Acquisition of Control

Sec. 183.001.  ACQUISITION OF CONTROL.  (a)  Except as expressly permitted by this subtitle, without the prior written approval of the banking commissioner a person may not directly or indirectly acquire a legal or beneficial interest in voting securities of a state trust company or a corporation or other entity owning voting securities of a state trust company if, after the acquisition, the person would control the state trust company.
(b)  For purposes of this subchapter and except as otherwise provided by rules adopted under this subtitle, the principal shareholder or principal participant of a state trust company that directly or indirectly owns or has the power to vote a greater percentage of voting securities of the state trust company than any other shareholder or participant is considered to control the state trust company.
(c)  This subchapter does not prohibit a person from negotiating to acquire, but not acquiring, control of a state trust company or a person that controls a state trust company.
(d)  This section does not apply to:
(1)  the acquisition of securities in connection with the exercise of a security interest or otherwise in full or partial satisfaction of a debt previously contracted for in good faith if the acquiring person files written notice of acquisition with the banking commissioner before the person votes the securities acquired;
(2)  the acquisition of voting securities in any class or series by a controlling person who has previously complied with and received approval under this subchapter or who was identified as a controlling person in a prior application filed with and approved by the banking commissioner;
(3)  an acquisition or transfer by operation of law, will, or intestate succession if the acquiring person files written notice of acquisition with the banking commissioner before the person votes the securities acquired;  or
(4)  a transaction exempted by the banking commissioner or by rules adopted under this subtitle because the transaction is not within the purposes of this subchapter or the regulation of which is not necessary or appropriate to achieve the objectives of this subchapter.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter A. Transfer of Ownership Interest › Section 183.003. Hearing and Decision on Acquisition of Control

Sec. 183.003.  HEARING AND DECISION ON ACQUISITION OF CONTROL.  (a)  Not later than the 60th day after the date the notice is published, the banking commissioner shall approve the application or set the application for hearing.  If the banking commissioner sets a hearing, the department shall participate as the opposing party and the banking commissioner shall conduct a hearing and one or more prehearing conferences and opportunities for discovery as the banking commissioner considers advisable and consistent with governing statutes and rules.  A hearing held under this section is confidential and closed to the public.
(b)  Based on the record, the banking commissioner may issue an order denying an application if:
(1)  the acquisition would substantially lessen competition, be in restraint of trade, result in a monopoly, or be in furtherance of a combination or conspiracy to monopolize or attempt to monopolize the trust industry in any part of this state, unless:
(A)  the anticompetitive effects of the acquisition are clearly outweighed in the public interest by the probable effect of acquisition in meeting the convenience and needs of the community to be served;  and
(B)  the acquisition is not in violation of the law of this state or the United States;
(2)  the financial condition of the transferee, or any member of a group comprising the transferee, might jeopardize the financial stability of the state trust company being acquired;
(3)  plans or proposals to operate, liquidate, or sell the state trust company or its assets are not in the best interest of the state trust company;
(4)  the experience, ability, standing, competence, trustworthiness, and integrity of the transferee, or any member of a group comprising the transferee, are insufficient to justify a belief that the state trust company will be free from improper or unlawful influence or interference with respect to the state trust company's operation in compliance with law;
(5)  the state trust company will not be solvent, have adequate capitalization, or be in compliance with the laws of this state after the acquisition;
(6)  the transferee has failed to furnish all information pertinent to the application reasonably required by the banking commissioner;  or
(7)  the transferee is not acting in good faith.
(c)  If the banking commissioner approves the application, the transaction may be consummated.  If the approval is conditioned on a written commitment from the transferee offered to and accepted by the banking commissioner, the commitment is:
(1)  enforceable against the state trust company and the transferee;  and
(2)  considered for all purposes an agreement under this subtitle.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter A. Transfer of Ownership Interest › Section 183.004. Appeal From Adverse Decision

Sec. 183.004.  APPEAL FROM ADVERSE DECISION.  (a)  If a hearing has been held, the banking commissioner has entered an order denying the application, and the order has become final, the transferee may appeal the final order by filing a petition for judicial review.
(b)  The filing of an appeal under this section does not stay the order of the banking commissioner.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter A. Transfer of Ownership Interest › Section 183.005. Objection to Other Transfer

Sec. 183.005.  OBJECTION TO OTHER TRANSFER.  This subchapter does not prevent the banking commissioner from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securities that evidence a direct or indirect interest in a state trust company, regardless of whether the transfer is governed by this subchapter, if the banking commissioner considers the transfer to be against the public interest.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter A. Transfer of Ownership Interest › Section 183.006. Civil Enforcement; Criminal Penalty

Sec. 183.006.  CIVIL ENFORCEMENT;  CRIMINAL PENALTY.  (a)  If the banking commissioner believes that a person has violated or is about to violate this subchapter or a rule or order of the banking commissioner relating to this subchapter, the attorney general on behalf of the banking commissioner may apply to a district court in Travis County for an order enjoining the violation and for other equitable relief the nature of the case requires.
(b)  A person who knowingly fails or refuses to file the application required by Section 183.002 commits an offense.  An offense under this subsection is a Class A misdemeanor.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.101. Voting Securities Held by Trust Company

Sec. 183.101.  VOTING SECURITIES HELD BY TRUST COMPANY.  (a)  Voting securities of a state trust company held by the state trust company in a fiduciary capacity under a will or trust, whether registered in its own name or in the name of its nominee, may not be voted in the election of directors or managers or on a matter affecting the compensation of directors, managers, officers, or employees of the state trust company in that capacity, unless:
(1)  under the terms of the will or trust, the manner in which the voting securities are to be voted may be determined by a donor or beneficiary of the will or trust and the donor or beneficiary actually makes the determination in the matter at issue;
(2)  the terms of the will or trust expressly direct the manner in which the securities must be voted to the extent that discretion is not vested in the state trust company as fiduciary;  or
(3)  the securities are voted solely by a cofiduciary that is not an affiliate of the state trust company, as if the cofiduciary were the sole fiduciary.
(b)  Voting securities of a state trust company that cannot be voted under this section are considered to be authorized but unissued for purposes of determining the procedures for and results of the affected vote.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.102. Bylaws

Sec. 183.102.  BYLAWS.  Except as provided by Section 183.207, each state trust company shall adopt bylaws and may amend its bylaws from time to time for the purposes and in accordance with the procedures set forth in the Business Organizations Code.
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. 237 (H.B. 1962), Sec. 75, eff. September 1, 2007.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.104. Advisory Director or Advisory Manager

Sec. 183.104.  ADVISORY DIRECTOR OR ADVISORY MANAGER.  (a) An advisory director or advisory manager is not considered to be a director if the advisory director or advisory manager:
(1)  is not elected by the shareholders or participants of the state trust company;
(2)  does not vote on matters before the board or a committee of the board;
(3)  is not counted for purposes of determining a quorum of the board or committee; and
(4)  provides solely general policy advice to the board.
(b)  A state trust company may not disclose to an advisory director or advisory manager confidential information pertaining to the state trust company or the company's clients unless:
(1)  the board adopts a resolution that designates the advisory director or advisory manager as a person who is  officially connected to the trust company and that describes the purpose for disclosure of the information, which must be a reasonable business purpose;  and
(2)  the disclosure is made under a written confidentiality agreement between the state trust company and the advisory director or advisory manager.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 940 (H.B. 1664), Sec. 13, eff. June 14, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.105. Required Quarterly Board Meeting

Sec. 183.105.  REQUIRED QUARTERLY BOARD MEETING.  (a)  The board of a state trust company shall hold at least one regular meeting each quarter.
(b)  At each regular meeting the board shall review and approve the minutes of the preceding meeting and review the operations, activities, and financial condition of the state trust company.  The board may designate committees from among its members to perform those duties and approve or disapprove the committees' reports at each regular meeting.
(c)  All actions of the board must be recorded in its minutes.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.106. Officers

Sec. 183.106.  OFFICERS.  (a)  The board shall annually appoint the officers of the state trust company, who serve at the will of the board.  Unless the banking commissioner consents otherwise in writing, a person may not serve as an officer of a state trust company if:
(1)  the person is the subject of an order described by Section 185.007(a);
(2)  the person has been convicted of a felony; or
(3)  the person has violated, with respect to a trust under which the state trust company has fiduciary responsibility, Section 113.052 or 113.053(a), Property Code, relating to loan of trust funds and purchase or sale of trust property by the trustee, and the violation has not been corrected.
(b)  The state trust company must have a principal executive officer primarily responsible for the execution of board policies and operation of the state trust company and an officer responsible for the maintenance and storage of all corporate books and records of the state trust company and for required attestation of signatures.  Those positions may not be held by the same person.
(c)  The board may appoint other officers of the state trust company as the board considers necessary.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 599 (S.B. 1401), Sec. 14, eff. September 1, 2017.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.107. Limitation on Action of Officer or Employee in Relation to Asset or Liability

Sec. 183.107.  LIMITATION ON ACTION OF OFFICER OR EMPLOYEE IN RELATION TO ASSET OR LIABILITY.  Unless expressly authorized by a resolution of the board recorded in its minutes, an officer or employee may not create or dispose of a state trust company asset or create or incur a liability on behalf of the state trust company.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.108. Certain Criminal Offenses

Sec. 183.108.  CERTAIN CRIMINAL OFFENSES.  (a)  An officer, director, manager, managing participant, employee, shareholder, or participant of a state trust company commits an offense if the person knowingly:
(1)  conceals information or removes, destroys, or conceals a book or record of the state trust company for the purpose of concealing information from the banking commissioner or an agent of the banking commissioner;  or
(2)  for the purpose of concealing, removes or destroys any book or record of the state trust company that is material to a pending or anticipated legal or administrative proceeding.
(b)  An officer, director, manager, managing participant, or employee of a state trust company commits an offense if the person knowingly makes a false entry in a book, record, report, or statement of the state trust company.
(c)  An offense under this section is a felony of the third degree.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.110. Fiduciary Responsibility

Sec. 183.110.  FIDUCIARY RESPONSIBILITY.  The board of a state trust company is responsible for the proper exercise of fiduciary powers by the state trust company and each matter pertinent to the exercise of fiduciary powers, including:
(1)  the determination of policies;
(2)  the investment and disposition of property held in a fiduciary capacity;  and
(3)  the direction and review of the actions of each officer, employee, and committee used by the state trust company in the exercise of its fiduciary powers.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.111. Recordkeeping

Sec. 183.111.  RECORDKEEPING.  A state trust company shall keep its fiduciary records separate and distinct from other records of the state trust company in compliance with applicable rules adopted under this subtitle.  The fiduciary records must contain all appropriate material information relative to each account.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.112. Bonding Requirements

Sec. 183.112.  BONDING REQUIREMENTS.  (a)  The board of a state trust company shall require a bond for the protection and indemnity of clients, in reasonable amounts established by rules adopted under this subtitle, against dishonesty, fraud, defalcation, forgery, theft, and other similar insurable losses.  The bond must be with a corporate insurance or surety company:
(1)  authorized to do business in this state;  or
(2)  acceptable to the banking commissioner and otherwise lawfully permitted to issue the coverage against those losses in this state.
(b)  Except as otherwise provided by rule, a bond is required to cover each director, manager, managing participant, officer, and employee of a state trust company without regard to whether the person receives salary or other compensation.
(c)  A state trust company may apply to the banking commissioner for permission to eliminate the bonding requirement of this section for a particular individual.  The banking commissioner shall approve the application if the banking commissioner finds that the bonding requirement is unnecessary or burdensome.  Unless the application presents novel or unusual questions, the banking commissioner shall approve the application or set the application for hearing not later than the 61st day after the date the banking commissioner considers the application complete and accepted for filing.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.113. Reports of Apparent Crime

Sec. 183.113.  REPORTS OF APPARENT CRIME.  (a)  A state trust company that is the victim of a robbery, has a shortage of corporate or fiduciary funds in excess of $5,000, or is the victim of an apparent or suspected misapplication of its corporate or fiduciary funds or property in any amount by a director, manager, managing participant, officer, or employee shall report the robbery, shortage, or apparent or suspected misapplication of funds or property to the banking commissioner within 48 hours after the time it is discovered.  The initial report may be oral if the report is promptly confirmed in writing.  The state trust company or a director, manager, managing participant, officer, employee, or agent is not subject to liability for defamation or another charge resulting from information supplied in the report.
(b)  A report filed with the banking commissioner under this section may be a copy of a written report filed with an appropriate federal agency.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter C. Limited Trust Association › Section 183.201. Liability of Participants and Managers

Sec. 183.201.  LIABILITY OF PARTICIPANTS AND MANAGERS.  (a)  Except as provided by Subsection (b), a participant, participant-transferee, or manager of a limited trust association is not liable for a debt, obligation, or liability of the limited trust association, including a debt, obligation, or liability under a judgment, decree, or order of court.  A participant, other than a full liability participant, or a manager of a limited trust association is not a proper party to a proceeding by or against a limited trust association unless the object of the proceeding is to enforce the participant's or manager's right against or liability to a limited trust association.
(b)  A full liability participant of a limited trust association is liable under a judgment, decree, or order of court for a debt, obligation, or liability of the limited trust association that accrued during the participation of the full liability participant in the limited trust association and before the full liability participant or a successor in interest filed with the banking commissioner a notice of withdrawal as a full liability participant from the limited trust association.  The filed notice of withdrawal is a public record.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter C. Limited Trust Association › Section 183.202. Filing of Notice of Full Liability

Sec. 183.202.  FILING OF NOTICE OF FULL LIABILITY.  (a)  A limited trust association shall file with the banking commissioner a copy of any participation agreement by which a participant of the limited trust association agrees to become a full liability participant and the name and address of each full liability participant.  Only the portion of the filed copy containing the designation of each full liability participant is a public record.
(b)  The banking commissioner may require a complete copy of the participation agreement to be filed with the department, regardless of whether a state trust company has a full liability participant, except that the provisions of the participation agreement other than those by which a participant of the limited trust association agrees to become a full liability participant are confidential and subject to release only as provided by Subchapter D, Chapter 181.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.