reglab/statecodes huggingface dataset:
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.1 - Definitions

Current through Reg. 49, No. 28; July 12, 2024
Words and terms used in this chapter that are defined in
					 the Finance Code, Title 3, Subtitle A or Subtitle G, have the same meanings as
					 defined in the Finance Code. The following words and terms, when used in this
					 chapter, shall have the following meanings, unless the context clearly
					 indicates otherwise.
(1) Accepted
				  filing--An application, request, notice, or protest filed with the banking
				  commissioner pursuant to the Finance Code, Title 3, Subtitle A or G, this
				  chapter, or another rule adopted pursuant to the Finance Code if:
(A) the appropriate fee has been paid
				  pursuant to §
											RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees); and
(B) the
				  banking commissioner has received sufficient information to reach an informed
				  decision and has notified the person or entity who submitted the filing, in
				  writing, that the submission is complete and has been accepted for
				  filing.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.3 - Expedited Filings

Current through Reg. 49, No. 28; July 12, 2024
(a) An eligible bank
				  may file an expedited filing according to forms and instructions provided by
				  the department solely for the following matters, together with the fee required
				  by §
										RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees):
(1) a branch application
				  pursuant to Finance Code, § 32.203, and §
											RSA
				  15.42 of this title (relating to
				  Establishment and Closing of a Branch Office); and
(2) home office relocations less than one
				  mile with no abandonment of the community pursuant to the Finance Code, §
											RSA
				  32.202(c), and §
											RSA
				  15.41 of this title (relating to Written
				  Notice or Application for Change of Home Office).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.4 - Required Information and Abandoned Filings

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  Required information. The banking commissioner may investigate and evaluate
				  facts related to a submitted filing or accepted filing to the extent necessary
				  to reach an informed decision. The banking commissioner may require any person
				  or entity connected with the matter to which the submitted or accepted filing
				  pertains to submit additional information, including, but not limited to, an
				  opinion of counsel with respect to a matter of law or an opinion, review or
				  compilation prepared by a certified public accountant.
(b) On or before the 15th day after initial
				  submission of an application, the banking commissioner shall issue a written
				  notice informing the applicant either that all filing fees have been paid and
				  the application is complete and accepted for filing, or that the application is
				  deficient and specific additional information is required.
(c) Time limit for providing required
				  information. An applicant must provide all information necessary for the
				  banking commissioner to declare that a submission is an accepted filing,
				  whether the information is required by form or rule or is requested by the
				  department. The information must be provided to the department on or before the
				  61st day after the date of initial submission of the filing, except as
				  otherwise provided by law. Upon a finding of good and sufficient cause, the
				  banking commissioner shall grant an applicant additional time to complete the
				  application. Extensions will be communicated to the applicant before the
				  expiration of the filing period.
(d) Abandoned filing. The banking
				  commissioner may determine any submitted or accepted filing to be abandoned,
				  without prejudice to the right to refile, if the information required by the
				  Finance Code, this chapter, or any rule or regulation adopted pursuant to the
				  Finance Code, or additional requested information, is not furnished within the
				  time period specified by subsection (c) of this section or as requested by the
				  department, in writing, to the person or entity making the submission. The
				  banking commissioner may determine a submitted or accepted filing, for which
				  additional fees or costs are required by the Finance Code or by this chapter to
				  be abandoned if those amounts are not paid by the deadline stated by the
				  department, which shall be at least 14 days from the date the deadline is
				  communicated in writing to the applicant.
(e) Notice. The banking commissioner shall
				  give written notice of any submitted or accepted filing considered to be
				  abandoned. Notice of abandonment shall be effective upon mailing by the
				  department. Fees paid related to an abandoned filing are
				  nonrefundable.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.5 - Public Notice

Current through Reg. 49, No. 28; July 12, 2024
(a) General. A
				  person or entity required or authorized to file public notice, including a
				  person or entity requesting authorization for a merger, purchase of assets, a
				  conversion, an applicant for a foreign bank agency, or another application
				  requiring public notice, shall publish notice in a newspaper of general
				  circulation in its specified community or in an alternative form of publication
				  acceptable to the banking commissioner and in such other locations as may be
				  required by the banking commissioner.
(b) Contents. The public notice must state
				  that a filing is being made; the date (or expected date) of the filing;
				  sufficient information describing the proposed transaction, and other related
				  information required by the Finance Code, Title 3, Subtitle A or G, this
				  chapter, or another rule adopted pursuant to the Finance Code. The notice must
				  also contain any other information as may be required by the banking
				  commissioner. In addition, the notice must include substantially the following
				  text as a separately stated paragraph: "Any person wishing to comment on this
				  application, either for or against, may file written comments with the Texas
				  Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705-4294 on
				  or before the 14th day after the date of this publication. Such comments will
				  be made a part of the record before and considered by the banking commissioner.
				  Any person wishing to formally protest and oppose (describe type of application
				  in general terms) and participate in the application process may do so by
				  filing a written notice of protest with the Texas Department of Banking on or
				  before the 14th calendar day after the date of this publication accompanied by
				  a protest filing fee of $2,500. The protest fee may be reduced or waived by the
				  banking commissioner upon a showing of substantial hardship."
(c) Publisher's affidavit. A person or entity
				  required to file public notice under this section shall file with the banking
				  commissioner a copy of the notice and a publisher's affidavit attesting to the
				  date of publication.
(d) One
				  Publication Sufficient. Unless otherwise required by the Finance Code or rules
				  and regulations adopted pursuant to the Finance Code, one public notice
				  publication per submitted or accepted filing in each community specified by the
				  banking commissioner is sufficient if in substantial compliance with this
				  section and chapter and with the Finance Code, as determined by the banking
				  commissioner. The banking commissioner reserves the right to require additional
				  publication based on a determination that a particular publication is
				  insufficient or is otherwise not in compliance.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.7 - Submission of Documents and Reproductions

Current through Reg. 49, No. 28; July 12, 2024
(a) Scope. This
				  section governs submission of documents to the department, for processing by
				  the corporate activities division of the department, pursuant to this chapter,
				  and does not permit, prohibit, or affect correspondence with or documents
				  submitted to, the department for another purpose, including:
(1) applications submitted to the
				  non-depository supervision division of the department; and
(2) documents submitted to the department as
				  required or permitted by Government Code, Chapter 2001, and Chapter 9 of this
				  title (relating to Rules of Procedure for Contested Case Hearings, Appeals, and
				  Rulemakings).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.9 - Corporate Filings

Current through Reg. 49, No. 28; July 12, 2024
(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, §
											RSA
				  32.101;
(3) restated, or, amended and restated,
				  certificate of formation under the Finance Code, §
											RSA
				  32.101, and TBOC, §3.059 and
				  §21.052;
(4) certificate of
				  merger under the Finance Code, §
											RSA 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, §
											RSA
				  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.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.10 - Protested Applications

Current through Reg. 49, No. 28; July 12, 2024
(a) A
				  protest of a charter application must be received by the department before the
				  15th day after the date the organizers publish notice and must be accompanied
				  by any fee required by §
										RSA
				  15.5(b) of this title
				  (relating to Public Notice). If the protest is untimely, the department will
				  return all fees and deposits to the protesting party. If the protest is timely,
				  the department shall notify the applicant of the protest and mail or deliver a
				  complete copy of the nonconfidential sections of the charter application to the
				  protesting party before the 15th day after the later of the date of receipt of
				  the protest or receipt of the charter application.
(b) A protesting party must file a detailed
				  protest responding to each contested statement in the nonconfidential portion
				  of the application not later than the 20th day after the date the protesting
				  party receives the application from the department. The protesting party must
				  relate each statement and response in his protest to the standards for approval
				  set forth in Finance Code §
										RSA
				  32.003(b).
(c) The applicant must file a written reply
				  to the protesting party's detailed response on or before the 10th day after the
				  date the response is filed.
(d) The
				  protesting party's response and the applicant's reply must be in the form and
				  must be served as required by Finance Code §
										RSA
				  32.005(b). Any comment
				  received by the department and any reply of the applicant to the comment shall
				  be made available to the protesting party.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.11 - Hearings on Applications

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  The banking commissioner may not be compelled to hold a hearing before granting
				  or denying the charter application. The banking commissioner may grant a
				  hearing at the request of an applicant or a protesting party. The banking
				  commissioner may order a hearing without any party having requested
				  one.
(b) A party requesting a
				  hearing must indicate with specificity the issues involved that cannot be
				  determined on the basis of the record complied under §15.10(b) - (d) of
				  this title (relating to Protested Applications) and why the issues cannot be
				  determined.
(c) If the banking
				  commissioner sets a hearing, the banking commissioner shall conduct a public
				  hearing and one or more prehearing conferences as the banking commissioner
				  considers advisable and consistent with applicable law. The banking
				  commissioner shall also allow the parties to undertake such discovery as the
				  banking commissioner considers advisable and consistent with applicable law,
				  except that the banking commissioner may not permit discovery of confidential
				  information in the charter application or the investigation report.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter A - FEES AND OTHER PROVISIONS OF GENERAL APPLICABILITY › Section 15.12 - Waiver of Requirements

Current through Reg. 49, No. 28; July 12, 2024
The banking commissioner in the exercise of discretion may
					 waive or modify any requirement imposed by this chapter, unless specifically
					 required by statute.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter B - BANK CHARTERS › Section 15.23 - Application for Interim Bank Charters

Current through Reg. 49, No. 28; July 12, 2024
(a) General. The banking commissioner may
				  issue an interim state bank charter solely for the purpose of facilitating the
				  acquisition, reorganization, or merger of a pre-existing bank, if the resulting
				  bank will engage in the business of banking in substantially the same markets.
				  The applicant must submit the application for an interim bank charter on a form
				  prepared and prescribed by the banking commissioner and tender the required
				  filing fee pursuant to §
										RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees). The applicant must describe in detail the entire
				  transaction in which the interim bank charter is proposed to be used and
				  identify the resulting bank after completion of the transaction.
(b) Public Notice. Upon submission of
				  application, the applicant shall publish notice as required by §
										RSA 15.5 of this
				  title (relating to Public Notice) and in the community where the resulting bank
				  is to be located.
(c) Public
				  Comment. No hearing will be held regarding the issuance of an interim bank
				  charter unless the banking commissioner, in the exercise of discretion, sets
				  and convenes a hearing. Persons or entities submitting comments will not be
				  entitled to further notice of or participation in the interim bank charter
				  application proceedings.
(d)
				  Adequacy of Capital. The banking commissioner shall determine the adequacy of
				  capital for a proposed interim bank charter, except that an interim bank may
				  not be chartered with a capital less than $5,000.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter B - BANK CHARTERS › Section 15.24 - Option to Withhold Identity of Officers

Current through Reg. 49, No. 28; July 12, 2024
An applicant for a state bank may, at its option, withhold
					 the identity of prospective officers until such time as the banking
					 commissioner issues a final order on the application. Approval of the
					 application is conditioned upon filing, with the banking commissioner, the
					 required information and authorizations on qualified proposed officers. Upon
					 receipt of the required information, the banking commissioner shall review and
					 investigate the qualification of the proposed officers and deliver the
					 certificate of authority pursuant to the Finance Code, §
										RSA
					 32.006, if the banking commissioner finds
					 that the proposed officers meet the requirements of the Finance Code, §
										RSA
					 32.003(b)(4).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter C - BANK OFFICES › Section 15.41 - Written Notice or Application for Change of Home Office

Current through Reg. 49, No. 28; July 12, 2024
(a) Relocation by
				  notice. Unless an application under subsection (b) of this section is required,
				  a state bank may change its home office to one of its previously established
				  branches pursuant to the Finance Code, §
										RSA
				  32.202(b), by filing a
				  written notice containing the information required by subsection (c) of this
				  section, accompanied by the filing fee required by §
										RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees). A bank may relocate its home office immediately after the
				  required notice and fee has been acknowledged in writing as complete and
				  accepted for filing by the banking commissioner. An application under
				  subsection (b) of this section is required if the proposed home office
				  relocation:
(1) will result in an abandonment
				  of all or part of the community served by the bank's present home office
				  location; or
(2) is anticipated to
				  result in a reduction in banking services presently offered by the bank at its
				  present home office location within the 18 month period after the effective
				  date of the relocation.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter C - BANK OFFICES › Section 15.42 - Establishment and Closing of a Branch Office

Current through Reg. 49, No. 28; July 12, 2024
(a) Forms. If a state bank wants to establish
				  and operate a branch office in this state or an interstate branch office
				  pursuant to Finance Code, §
										RSA 32.203 and
				  §
										RSA
				  203.001(a), then a branch
				  application must be completed and filed on forms prescribed by the department.
				  An application for an interstate branch must also provide information regarding
				  applicable host state law and evidence of compliance with the law. Eligible
				  banks may file an expedited application pursuant to §
										RSA 15.3 of
				  this title (relating to Expedited Filings).
(b) Filing. The banking commissioner will
				  issue a written notice as required by §
										RSA
				  15.4 of this title (relating to Required
				  Information and Abandoned Filings) informing the applicant either that all
				  filing fees have been paid and the application is complete and accepted for
				  filing, or that the application is deficient and specific additional
				  information is required.
(c) Public
				  notice.
(1) Within 14 days prior to or 14
				  days after the initial submission of its application, the applicant must
				  publish notice of the application, as required by §
											RSA 15.5 of this
				  title (relating to Public Notice), in the community of the proposed
				  branch.
(2) The notice must comply
				  with the content requirement of §
											RSA
				  15.5(b) of this title and
				  include the proposed location of the branch or service area.
(3) With respect to an application to
				  establish an interstate branch office pursuant to Finance Code, §
											RSA 32.203 and
				  §
											RSA
				  203.001(a), the applicant
				  must inform the department of the publication requirements in the host state
				  for the banking commissioner to determine, pursuant to §
											RSA
				  15.5(e) of this title,
				  whether those requirements satisfy the publication requirements of this
				  subsection.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter C - BANK OFFICES › Section 15.43 - Establishment and Operation of a Remote Service Unit

Current through Reg. 49, No. 28; July 12, 2024
(a) "Remote service unit" means an automated
				  facility, operated by a customer of a bank, that conducts banking functions
				  such as receiving deposits, paying withdrawals, or lending money, and includes
				  an unmanned or automated teller machine, an automated loan machine, and an
				  automated device for receiving deposits. A remote service unit may be equipped
				  with a telephone or video device that allows contact with bank
				  personnel.
(b) A remote service
				  unit is not a branch within the meaning of Finance Code, §
										RSA
				  31.002(a)(8). A remote
				  service unit established, operated, and maintained by a state bank is not
				  subject to licensing, registration, or prior regulatory approval.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter C - BANK OFFICES › Section 15.44 - Establishment and Operation of a Center of Monetary Education for Texans

Current through Reg. 49, No. 28; July 12, 2024
(a) "Center Of
				  Monetary Education for Texans" (COMET) means a financial education program in
				  which a state bank participates and provides services such as receiving
				  deposits, paying withdrawals, or lending money.
(b) A COMET is not a branch within the
				  meaning of Finance Code §
										RSA
				  31.002(a)(8), nor is it
				  subject to licensing, registration, or prior regulatory approval, so long as it
				  meets the following conditions:
(1) The
				  service or services are provided on school premises, or a facility used by the
				  school;
(2) The service or services
				  are provided at the discretion of the school;
(3) The principal purpose of each program is
				  financial education. For example, the principal purpose of a program would be
				  considered to be financial education if the program is designed to teach
				  students the principles of personal financial management, banking operations,
				  or the benefits of saving for the future, and is not designed for the purpose
				  of profit-making; and
(4) The
				  program is conducted in a manner that is consistent with safe and sound banking
				  practices and complies with applicable law.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.102 - General

Current through Reg. 49, No. 28; July 12, 2024
Without the prior written consent of the banking
					 commissioner, a state bank may not consummate a merger, conversion, sale of
					 assets, purchase of assets, or share exchange. Except as otherwise provided in
					 the Finance Code, Chapter 32, Subchapters D, E, and F, or in this subchapter,
					 an application must be filed with the banking commissioner for review and
					 consideration of the proposed transaction.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.103 - Expedited Filings

Current through Reg. 49, No. 28; July 12, 2024
(a) A financial institution that would be an
				  eligible bank as defined in §
										RSA 15.1 of this
				  title (relating to Definitions) if it was a state bank may file an expedited
				  filing in lieu of an application required under §
										RSA
				  15.104 of this title (relating to Application
				  for Merger or Share Exchange), §
										RSA
				  15.105 of this title (relating to Application
				  for Authority to Purchase Assets of Another Financial Institution), or §
										RSA
				  15.108 of this title (relating to Conversion
				  of a Financial Institution into a State Bank), and simultaneously tender the
				  required filing fee pursuant to §
										RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees).
(b) An
				  expedited filing consists of a letter application including, except to the
				  extent waived by the banking commissioner, these items:
(1) a summary of the transaction;
(2) a current pro forma balance sheet and
				  income statement for all parties to the transaction, with adjustments,
				  reflecting the proposed transaction as of the most recent quarter ended
				  immediately prior to the filing of the application, demonstrating that each
				  resulting state bank is well capitalized as defined in Section 38, Federal
				  Deposit Insurance Act, 12
				  USC §
												1831o;
(3) a completed Worksheet to Determine
				  Eligibility form as prescribed by the commissioner;
(4) a completed Worksheet for Expedited
				  Filings form as prescribed by the commissioner;
(5) an executed opinion of counsel conforming
				  to the requirements of the section of this subchapter that would apply had the
				  applicant not filed an expedited filing;
(6) copies of all other required regulatory
				  notices or filings submitted concerning the transaction; and
(7) a copy of the public notice published in
				  conformity with the section of this subchapter that would apply had the
				  applicant not filed an expedited filing.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.110 - Rights of Dissenting Shareholders

Current through Reg. 49, No. 28; July 12, 2024
The rights of dissenting shareholders or participants to a
					 merger, share exchange, or conversion under this subchapter are governed by the
					 Finance Code, §
										RSA
					 32.303, and the Texas Business Organizations
					 Code or other applicable law relating to the rights of dissenters, and
					 applicants must provide evidence of compliance with or inapplicability of these
					 provisions of law.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.111 - Investigation of Application

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  Authority. An application under this subchapter is subject to an investigation
				  as considered necessary, in the banking commissioner's sole discretion, in
				  order to make an informed decision regarding an application.
(b) Costs and fees. An applicant under this
				  subchapter must pay reasonable costs incurred in the investigation including
				  the cost of a required examination, as provided by §
										RSA
				  3.36(h) of this title
				  (relating to Annual Assessments and Specialty Examination Fees) and §
										RSA
				  15.2(e) of this title
				  (relating to Filing and Investigation Fees).
(c) Examinations. The banking commissioner
				  may consider these factors in determining whether to require an examination of
				  one or more of the entities to the transaction:
(1) a question exists regarding the solvency
				  or potential solvency of the applicant or one or more of the financial
				  institutions or other entities involved in the proposed transaction;
(2) a financial institution involved in the
				  transaction has not been examined by a state, federal, or foreign regulatory
				  agency within the 18 month period immediately preceding the date of submission
				  of the application;
(3) a financial
				  institution involved in the proposed transaction has numerous substantive
				  violations cited in its last examination report, or has a less than
				  satisfactory regulatory rating;
(4)
				  a question exists regarding the experience, ability, standing, trustworthiness,
				  or integrity of the existing or proposed officers, directors, managers or
				  managing participants of a party involved in the proposed
				  transaction;
(5) a question exists
				  whether a resulting state bank will operate in compliance with the
				  law;
(6) a question exists whether
				  a resulting state bank will be free from improper or unlawful influence or
				  interference from its principal shareholders with respect to operation in
				  compliance with the law;
(7) a
				  question exists whether a resulting state bank will have adequate
				  capitalization;
(8) one or more of
				  the parties to the transaction is under a regulatory restriction; or
(9) other factors as determined in the sole
				  discretion of the banking commissioner.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.114 - Consummation of a Transaction

Current through Reg. 49, No. 28; July 12, 2024
A transaction under this subchapter must be consummated as
					 proposed in the application, in the agreement concerning conditional approval,
					 or as provided in a final order. An approved transaction under this subchapter
					 must be consummated within 12 months after the date of approval by the banking
					 commissioner unless an extension is granted in writing. If an interim
					 development warrants it, the banking commissioner may alter, suspend, or
					 withdraw approval until a transaction is consummated.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.115 - Notification

Current through Reg. 49, No. 28; July 12, 2024
A notification by the banking commissioner under this
					 subchapter may be by registered or certified mail, return receipt requested,
					 and is complete when the notification is deposited in the United States mail
					 postage prepaid, return receipt requested, mailed to the address furnished in
					 the application. Notification may also be made in person to the applicant, or
					 to another person, financial institution, foreign corporation or domestic
					 corporation, or other entity subject to this subchapter, by agent-receipted
					 delivery or by courier-receipted delivery to the address furnished in the
					 application, by email to the email address furnished in the application, or by
					 telephonic document transfer to the fax number furnished in the application.
					 Notice by telephonic document transfer served after 6:00 p.m. local time of
					 recipient is considered as notice served on the following
					 day.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.116 - Abandoned Filing

Current through Reg. 49, No. 28; July 12, 2024
The banking commissioner may determine an application under
					 this subchapter to be abandoned pursuant to §
										RSA
					 15.4 of this title (relating to Required
					 Information and Abandoned Filings).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.117 - Confidentiality

Current through Reg. 49, No. 28; July 12, 2024
Information obtained by the banking commissioner under this
					 subchapter is presumed to be public information unless such information is
					 confidential under the Finance Code, §
										RSA
					 31.301 et seq, and §
										RSA
					 3.111 of this title (relating to Confidential
					 Information), or under exceptions contained in Government Code, Chapter 552.
					 The applicant has the burden to request confidential treatment for specified
					 information, to segregate and mark documents claimed to be confidential, and to
					 specifically reference the provision of law that allows confidential
					 treatment.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter G - CHARTER AMENDMENTS AND CERTAIN CHANGES IN OUTSTANDING STOCK › Section 15.121 - Acquisition and Retention of Shares as Treasury Stock

Current through Reg. 49, No. 28; July 12, 2024
(a) Permitted
				  acquisition of treasury stock. Pursuant to Finance Code, §
										RSA
				  34.102, a state bank may acquire its own
				  shares to be held as treasury stock if the acquisition is necessary to avoid or
				  minimize a loss on a loan or investment previously made in good faith or is
				  made in compliance with this section. An acquisition under the authority of
				  this section may constitute an isolated transaction or a continuing plan of
				  acquisition and may not be made for speculation or as a means of evading a
				  requirement or obligation under federal or state banking laws.
(b) Application. A state bank that desires to
				  acquire its own shares to be held as treasury stock under the authority of this
				  section must file an application regarding its plan of acquisition with the
				  banking commissioner, setting forth or including as exhibits:
(1) consistent with subsection (f) of this
				  section, the pro forma effects of the plan of acquisition on the bank's
				  liquidity and equity capital, and disclosure of the basis for calculations,
				  including:
(A) the price or price range per
				  share at which the shares will be acquired;
(B) the number of shares sought to be
				  acquired, expressed as a maximum; and
(C) the source of funds for the
				  acquisition;
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter G - CHARTER AMENDMENTS AND CERTAIN CHANGES IN OUTSTANDING STOCK › Section 15.122 - Amendment of Certificate to Effect a Reverse Stock Split

Current through Reg. 49, No. 28; July 12, 2024
(a) Definitions.
				  When these words and terms are used in this section they will have these
				  meanings, unless the context clearly indicates otherwise.
(1) Affiliate--A person that directly or
				  indirectly through one or more intermediaries controls, is controlled by, or is
				  under common control with a state bank seeking to effect a reverse stock split.
				  A person who is not an affiliate of the state bank at the commencement of its
				  reverse stock split will not be considered an affiliate of the bank prior to
				  the completion of the reverse stock split.
(2) Appraisal report--A report, opinion
				  (other than an opinion of counsel), or appraisal from an outside party which is
				  materially related to the reverse stock split, including a report, opinion, or
				  appraisal relating to the consideration or the fairness of the consideration to
				  be offered to shareholders in connection with the reverse stock split or the
				  fairness of the transaction to the state bank or to unaffiliated
				  shareholders.
(3) Reverse stock
				  split--An amendment to the certificate of formation of a state bank that
				  achieves a reduction in the number of issued shares of the bank by requiring
				  exchange of all issued shares in a particular class for a proportionately
				  smaller number of shares, generally with a proportionately increased par or
				  stated value. The equity capital of the state bank remains substantially the
				  same.
(4) Share--A unit
				  representing ownership of at least part of the proprietary interests of a state
				  bank, whether or not divided or subdivided by means of classes, series,
				  relative rights, or preferences; and includes a stock or similar security; or a
				  security convertible, with or without consideration, into such a security, or
				  carrying a warrant or right to subscribe to or purchase such a security; or
				  such warrant or right; or another security determined by the banking
				  commissioner to be an equity security pursuant to the Finance Code, §
											RSA
				  31.002(a)(9)(B).
(5) Unaffiliated shareholder--A shareholder
				  of a share subject to a reverse stock split who is not an affiliate of the
				  state bank that issued the share.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 17 - TRUST COMPANY REGULATION › Subchapter A - GENERAL › Section 17.2 - Advertising

Current through Reg. 49, No. 28; July 12, 2024
(a) An
				  advertisement published by or on behalf of a trust company may not include the
				  following:
(1) a guaranteed rate of return or
				  interest rate on funds deposited in trust;
(2) a statement that tends to deceive or
				  mislead the public; or
(3) a term
				  that may deceive the public into belief that the trust company is engaged in
				  the banking business.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 17 - TRUST COMPANY REGULATION › Subchapter A - GENERAL › Section 17.4 - Bonding Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  Compliance required. Pursuant to Finance Code, §
										RSA 183.112,
				  a trust company is required to maintain a bond for protection and indemnity of
				  clients, in reasonable amounts against dishonesty, fraud, defalcation, forgery,
				  theft, and other insurable losses with a corporate insurance or surety company.
				  Unless the banking commissioner waives the bonding requirement for a particular
				  individual, a bond is required for each director, manager, managing
				  participant, officer, and employee without regard to whether the person
				  receives salary or other compensation. In addition to complying with Finance
				  Code, §
										RSA 183.112,
				  a trust company shall comply with this section.
(b) Types of bonds. Bonds must be obtained
				  from a corporate insurance or surety company authorized to do business in this
				  state, or acceptable to the banking commissioner and otherwise lawfully
				  permitted to issue the coverage against all losses arising from dishonesty,
				  fraud, defalcation, forgery, theft, errors and omission, and other similar
				  insurable losses determined by the banking commissioner to be reasonably
				  appropriate. In lieu of individual bonds, schedule or blanket bonds may be
				  utilized, if in a form acceptable to the banking commissioner, to provide
				  coverage for all directors, managers, managing participants, officers, and
				  employees of a trust company. In addition, a trust company through its board
				  must demonstrate that it has conducted a thorough review of the risks
				  associated with the trust business conducted to determine if additional
				  specialized bond coverages should be obtained. The board's review must be fully
				  documented in its minutes.
(c)
				  Holding company's comprehensive insurance coverage. In lieu of obtaining
				  individual or blanket bond coverage, a trust company which is owned and
				  controlled by a holding company, may utilize a holding company's comprehensive
				  insurance coverage to satisfy the requirements of Finance Code, §
										RSA 183.112,
				  and this section. Utilization by a trust company of its holding company's
				  comprehensive insurance coverage must be lawfully permitted under terms of the
				  comprehensive insurance policy and the insurance laws of this state. Evidence
				  of bond coverage for a trust company's directors, officers, and employees must
				  be provided to the banking commissioner.
(d) Records. A trust company shall retain all
				  original bonds to demonstrate compliance with Finance Code, §
										RSA 183.112,
				  and this section, which documents must be available at all times to the
				  department for examination and review.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 17 - TRUST COMPANY REGULATION › Subchapter A - GENERAL › Section 17.5 - Notice of Cybersecurity Incident

Current through Reg. 49, No. 28; July 12, 2024
(a) Definitions. The following words and
				  terms, when used in this section, shall have the following meanings, unless the
				  context clearly indicates otherwise.
(1)
				  "Cybersecurity incident" means any observed occurrence in an information
				  system, whether maintained by the trust company or by an affiliate or third
				  party service provider at the direction of the trust company, that:
(A) jeopardizes the cybersecurity of the
				  information system or the information the system processes, stores or
				  transmits; or
(B) violates the
				  security policies, security procedures or acceptable use policies of the
				  information system owner to the extent such occurrence results from
				  unauthorized or malicious activity.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 17 - TRUST COMPANY REGULATION › Subchapter B - EXAMINATION AND CALL REPORTS › Section 17.21 - Physical Location of Books and Records

Current through Reg. 49, No. 28; July 12, 2024
(a) Purpose. The purpose of this section is
				  to provide for the preservation and location of trust company records to
				  enhance the examination process by the department and to provide flexibility to
				  trust companies in conducting their affairs. A trust company that maintains
				  fiduciary records at one or more locations other than its principal place of
				  business should be aware that a separate examination may be required at each
				  such location, the cost of which will be borne by the trust company. This
				  section may not be construed to prevent the maintenance of a duplicate set of
				  records if the trust company considers such to be advisable.
(b) Corporate records. Those books and
				  records of a trust company that are related to corporate governance and
				  operations must be kept and maintained at the trust company's principal place
				  of business in this state. Such books and records include but are not
				  necessarily limited to:
(1) general and
				  subsidiary ledgers;
(2) income and
				  expense ledgers;
(3) supporting
				  documentation for assets and liabilities;
(4) contracts with suppliers and service
				  providers;
(5) corporate state and
				  federal tax information and documentation;
(6) correspondence with the
				  department;
(7) directors
				  minutes;
(8) shareholders
				  minutes;
(9) corporate governance
				  documents such as bylaws, certificate of formation, and stock register;
				  and
(10) reports of condition and
				  income.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 17 - TRUST COMPANY REGULATION › Subchapter B - EXAMINATION AND CALL REPORTS › Section 17.22 - Examination and Investigation Fees

Current through Reg. 49, No. 28; July 12, 2024
(a)
				  Calculation of fees. A trust company shall pay to the department a fee for
				  examination, whether a regular or special examination, or for an investigation
				  in connection with an application, calculated at a rate not to exceed $110 per
				  examiner hour, to recoup the salary expense of examiners plus a proportionate
				  share of the department's overhead allocable to the examination or
				  investigation function. The banking commissioner in the exercise of discretion
				  may lower the rate in connection with a specific examination or investigation
				  for equitable reasons, without the prior approval of the finance
				  commission.
(b) Travel expenses. In
				  connection with an examination or investigation, a trust company shall
				  reimburse the department for actual travel expenses incurred, including
				  mileage, public transportation, food, and lodging, in addition to paying the
				  fees set forth in subsection (a) of this section.
(c) Payment due. Fees and expenses charged
				  under this section are due no later than the 30th day after a bill for fees and
				  expenses is submitted to the trust company. Failure to pay such fees and
				  expenses or file a request for hearing within the time period may subject the
				  trust company to enforcement proceedings.
(d) Dispute of fees and expenses.
(1) A trust company may dispute the amount of
				  a bill for fees and expenses assessed under this section by paying the amount
				  of fees and expenses that are undisputed and filing a written request for
				  hearing with the banking commissioner on or before the 30th day after a bill
				  for fees and expenses is submitted to the trust company. If the trust company
				  does not request a hearing in writing within the time period allowed, the
				  assessed fees and expenses are final and nonappealable.
(2) A requested hearing must be held not
				  later than the 30th day after the date the request was received by the banking
				  commissioner unless the parties agree to a later hearing date. Each party shall
				  be given written notice by personal delivery or by registered or certified
				  mail, return receipt requested, of the date set by the banking commissioner for
				  the hearing not later than the 11th day before that date. The hearing shall be
				  conducted as provided by Chapter 9 of this title (relating to Rules of
				  Procedure for Contested Case Hearings, Appeals, and Rulemakings).
(3) After the hearing, the banking
				  commissioner shall affirm or modify the bill for fees and expenses by written
				  order.