Texas Register, Volume 38, Number 35, Pages 5587-5800, August 30, 2013 Page: 5,629
5587-5800 p. ; 28 cm.View a full description of this periodical.
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21.61. Definitions.
(a) (No change.)
(b) The following words and terms, when used in this subchap-
ter, shall have the following meanings unless the context clearly indi-
cates the contrary.
(1) - (2) (No change.)
(3) Corporation or domestic corporation--A corporation
for profit subject to the provisions of the Texas Business Organizations
Code [Cerporation Act], except a foreign corporation.
(4) - (15) (No change.)
(16) Share exchange--A transaction by which one or more
trust companies, fiduciary institutions, or other entities acquire all of
the outstanding shares of one or more classes or series of one or more
trust companies under the authority of Finance Code, 182.301, and the
Texas Business Organizations Code [Corporation Act Article 5702].
(17) - (18) (No change.)
21.64. Application for Merger or Share Exchange.
(a) Scope. This section governs an application for merger or
share exchange pursuant to Finance Code, 182.301 et seq. This sec-
tion does not apply to a merger that results in a trust company becoming
another fiduciary institution under another regulatory system pursuant
to Finance Code, 182.501, or other applicable law, and such transac-
tions are governed by 21.67 of this title (relating to Notice of Merger,
Reorganization, or Conversion of a Trust Company Into Another Fidu-
ciary Institution).
(b) Form of application. The applicant shall submit a fully
completed, verified application on a form prescribed by the banking
commissioner and simultaneously tender the required filing fee pur-
suant to 21.2 of this title (relating to Filing and Investigation Fees).
The application must, except to the extent waived by the banking com-
missioner, include the following information:
(1) - (2) (No change.)
(3) certificate [artices] and plan of merger or share ex-
change in accordance with the Texas Business Organizations Code
[Corporation Aet Part V], which must include the following:
(A) a current draft of the certificate [artiles] of merger
or share exchange, and such number of additional copies equal to the
number of surviving, new, or acquired entities, executed and acknowl-
edged by an authorized officer for each party to the merger or share
exchange;
(B) (No change.)
(C) the certificate [artices] or restated certificate of for-
mation [articles of association] of each resulting trust company;
(D) the certificate [articles] or restated certificate
[aticles] of formation [ineerporation or association], or other consti-
tutive documents, of each newly created or surviving entity other than
a resulting trust company; and
(E) if a party to a merger is an entity required to file doc-
uments with the Texas secretary of state before the transaction can be
legally consummated, a provision in the certificate [articles] of merger
conditioning the merger upon the approval of the banking commis-
sioner, containing wording substantially as follows, as applicable: This
merger shall become effective upon the final approval and filing of the
certificate [articles] of merger by the Secretary of State of Texas and
with the Banking Commissioner of Texas which shall be on or before
(date), which is the 90th day after the date of filing of such
certificate [articles] of merger with the Secretary of State;(4) - (20) (No change.)
(c) - (d) (No change.)
(e) Approval by the banking commissioner and filings with a
chartering agency.
(1) (No change.)
(2) If any party is required to file with its chartering agency
after acceptance for filing pursuant to 21.4(b) of this title (relating to
Required Information and Abandoned Filings), an applicant for merger
or share exchange shall file the original certificate [artices] of merger
or share exchange as certified by the chartering agency with the banking
commissioner.
(3) After approval of an application under this section by
the banking commissioner, the certificate [artices] of merger or share
exchange previously filed with the chartering agency, if applicable, will
be accepted and a certificate of merger or share exchange will be issued
by the banking commissioner who shall perform the duties required by
Finance Code, 182.303(a). With respect to a transaction that requires
filing with the Texas secretary of state, if the banking commissioner
does not approve the certificate [articles] of merger or share exchange
on or before the 90th day after the filing of the certificate [articles] of
merger with the Texas secretary of state, the applicant must refile the
certificate [artices] of merger or share exchange with both the Texas
secretary of state and with the banking commissioner.
(4) - (5) (No change.)
21.69. Rights of Dissenting Shareholders.
The rights of dissenting shareholders or participants to a transac-
tion under this subchapter may be governed by the Texas Business
Organizations Code [Corporation Act] or other applicable law relating
to the rights of dissenters, and applicants shall provide evidence of
compliance with or inapplicability of such provisions of law.
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-201303440
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 G. CHARTER AMENDMENTS
AND CERTAIN CHANGES IN OUTSTANDING
STOCK
7 TAC 21.92
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.PROPOSED RULES August 30, 2013 38 TexReg 5629
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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/m1/43/: accessed April 28, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.