Texas Register, Volume 38, Number 35, Pages 5587-5800, August 30, 2013 Page: 5,627
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A. Kaylene Ray
General Counsel
Texas Department of Banking
Proposed date of adoption: October 18, 2013
For further information, please call: (512) 475-1300
CHAPTER 21. TRUST COMPANY
CORPORATE ACTIVITIES
The Finance Commission of Texas (the commission), on behalf
of the Texas Department of Banking (the department), pro-
poses to amend 21.9, concerning corporate filings; 21.24,
concerning exemptions for trust companies administering family
trusts; 21.41, concerning written notice and application for
change of home office; 21.61, concerning definitions; 21.64,
concerning application for merger or share exchange; 21.69,
concerning rights of dissenting shareholders; and 21.92,
concerning amendment of articles to effect a reverse stock split.
The amended rules are proposed to conform these sections to
recently enacted legislation.
The laws regarding business organizations were significantly
modernized and integrated into a cohesive regulatory structure
through enactment of the Business Organizations Code several
years ago. The need for uniform and comprehensive terminol-
ogy that would apply to every type of business organization,
including corporations, limited liability companies, limited part-
nerships, and others, led to the introduction of a number of new
terms.
The 83rd Legislature recently enacted Senate Bill 804, effective
June 14, 2013, which amended the Finance Code to update and
conform language in certain provisions to synonymous terminol-
ogy and phrasing used in the Business Organizations Code.
The proposed amendments to 7 TAC Chapter 21 conform the
terminology used in the rules to that used in the Finance Code
and the Business Organizations Code. References to "articles
of association" and "articles of incorporation" would change
to "articles of formation." Similarly, references to "articles of
merger" and "articles of amendment" would change to "certifi-
cate of merger" and "certificate of amendment."
In addition, citation to the titles of 21.2 and 21.42 are cor-
rected.
Robert Bacon, Deputy Commissioner, Texas Department of
Banking, has determined that for the first five-year period the
proposed rules are in effect, there will be no fiscal implications
for state government or for local government as a result of
enforcing or administering the rules.
Mr. Bacon also has determined that, for each year of the first
five years the rules as proposed are in effect, the public benefit
anticipated as a result of enforcing the rules is updating terms
used in the rules for conformity with underlying source law.
For each year of the first five years that the rules will be in effect,
there will be no economic costs to persons required to comply
with the rules as proposed.
There will be no adverse economic effect on small businesses or
micro-businesses. There will be no difference in the cost of com-
pliance for small businesses as compared to large businesses.
To be considered, comments on the proposed amendments
must be submitted no later than 5:00 p.m. on September 30,2013. Comments should be addressed to General Counsel,
Texas Department of Banking, Legal Division, 2601 North Lamar
Boulevard, Suite 300, Austin, Texas 78705-4294. Comments
may also be submitted by email to legal@dob.texas.gov.
SUBCHAPTER A. FEES AND OTHER
PROVISIONS OF GENERAL APPLICABILITY
7 TAC 21.9
The amendments are proposed under Finance Code, 181.003,
which authorizes the commission to adopt rules to accomplish
the purposes of Subtitle F and Finance Code, 182.009, which
authorizes the commission to adopt rules to alter or supplement
the procedures and requirements of those laws applicable to ac-
tions taken under Chapter 182.
The sections of Title 1, Subtitle F of the Finance Code are af-
fected by the proposed amended section.
21.9. Corporate Filings.
(a) In accordance with the applicable provisions of the Trust
Company Act, the following corporate forms regarding a state trust
company, along with the applicable filing fees, must be filed with the
banking commissioner:
(1) (No change.)
(2) certificate [articles] of amendment under the Finance
Code, 182.101 [*32101];
(3) restated, or, amended and restated, certificate of for-
mation [articles of association] under the Finance Code, (182.101
[432404], and TBOC 3.059 and 21.052;
(4) certificate [articles] of merger under the Finance Code,
182.301 [3230] et seq, as supplemented by the TBOC 10.151;
(5) - (6) (No change.)
(7) establishment of a series of shares by the board of di-
rectors under the Finance Code, 182.102 [432 -02], as supplemented
by TBOC 21.155 and 21.156;
(8) - (9) (No change.)
(b) - (d) (No change.)
This agency hereby certifies that the proposal has been reviewed
by legal counsel and found to be within the agency's legal author-
ity to adopt.
Filed with the Office of the Secretary of State on August 16, 2013.
TRD-201303437
A. Kaylene Ray
General Counsel
Texas Department of Banking
Proposed date of adoption: October 18, 2013
For further information, please call: (512) 475-1300
SUBCHAPTER B. TRUST COMPANY
CHARTERING AND POWERS
7 TAC 21.24
The amendments are proposed under Finance Code, 181.003,
which authorizes the commission to adopt rules to accomplish
the purposes of Subtitle F and Finance Code, 182.009, which
authorizes the commission to adopt rules to alter or supplementPROPOSED RULES August 30, 2013 38 TexReg 5627
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Texas. Secretary of State. Texas Register, Volume 38, Number 35, Pages 5587-5800, August 30, 2013, periodical, August 30, 2013; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth342086/m1/41/: accessed April 28, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.