Title FI, Finance Code

Sec. 62.401. APPLICABILITY OF SUBCHAPTER. (a) This subchapter applies only to the merger or consolidation of a domestic association with a foreign association. (b) The requirements of and authority and duties provided by this subchapter are in addition to those provided by Subcha…

Sec. 62.402. ADOPTION OF MERGER OR CONSOLIDATION PLAN. The board of directors of the foreign association must adopt the merger or consolidation plan. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 62.403. NOTICE AND HEARING; CONFIDENTIALITY. If the commissioner considers the domestic association to be in an unsafe condition: (1) the notice and hearing provisions of Chapter 2001, Government Code, and of Section 62.353 do not apply to the application; and (2) the applic…

Sec. 62.404. DENIAL BY COMMISSIONER OF APPLICATION. If the surviving association is a foreign association, the commissioner shall deny the application if: (1) the laws of the state in which the foreign association has its principal place of business do not permit a savings and lo…

Sec. 62.405. APPROVAL BY COMMISSIONER OF PLAN. (a) If the commissioner approves the plan of merger or consolidation, the commissioner shall issue an order approving the merger or consolidation. (b) If the surviving association is a foreign association, the commissioner shall issu…

Sec. 62.406. ENFORCEMENT OF CONDITION, RESTRICTION, OR REQUIREMENT ON SURVIVING FOREIGN ASSOCIATION. If the surviving association is a foreign association, the commissioner may enforce a condition, restriction, or requirement on the surviving association that could have been enfo…

Sec. 62.451. AUTHORITY TO MERGE. One or more corporations organized under a law of this state may merge into an association that owns all of the corporations' capital stock if: (1) the board of directors of the association and each corporation by a majority vote adopt the plan of…

Sec. 62.452. ARTICLES OF MERGER. (a) The articles of merger must: (1) be executed by the president or vice president and a secretary or assistant secretary of the association and each corporation; and (2) include: (A) the name of the association and each corporation; (B) a copy o…

Sec. 62.453. APPROVAL OF MERGER. (a) The secretary of state shall approve the articles of merger if the secretary of state determines that: (1) the articles of merger comply with applicable law; and (2) all fees and franchise taxes due from each corporation have been paid. (b) Th…

Sec. 62.454. EFFECT OF MERGER. (a) A merger takes effect on the date the last required certificate of merger is issued. (b) After the merger takes effect: (1) a corporation that was merged ceases to exist; (2) the association assumes the rights and obligations of the corporation …

Sec. 62.455. INAPPLICABILITY OF SUBCHAPTER H. Subchapter H does not apply to a merger under this subchapter. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. SUBCHAPTER K. VOLUNTARY LIQUIDATION

Sec. 62.501. RESOLUTION TO LIQUIDATE AND DISSOLVE; APPROVAL BY COMMISSIONER. (a) An association may liquidate and dissolve if: (1) at an annual meeting or a special meeting called for that purpose, the members and shareholders by majority vote adopt a resolution to liquidate and …

Sec. 62.502. DISTRIBUTION OF ASSETS. (a) The board, under the commissioner's supervision and in accordance with the approved liquidation plan, shall liquidate the affairs of the association and reduce the association's assets to cash for the purpose of paying, satisfying, and dis…

Sec. 62.503. FINAL REPORT AND ACCOUNTING. (a) On completion of the liquidation, the board shall file with the commissioner a final report and accounting of the liquidation. (b) The commissioner's approval of the report is a complete and final discharge of the board and each membe…

Sec. 62.551. INAPPLICABILITY OF SUBCHAPTER. This subchapter does not apply to a conversion, reorganization, merger, consolidation, or voluntary liquidation under Subchapter E, F, G, H, J, or K. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 62.552. EFFECT OF SUBCHAPTER ON OTHER LAW. This subchapter does not: (1) excuse or diminish the notice requirements prescribed by this subtitle; or (2) prevent the commissioner from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securiti…

Sec. 62.553. APPLICATION FOR CHANGE OF CONTROL. (a) Control of an association may be changed only if an application for approval of the change is filed with and approved by the commissioner. (b) The application must be: (1) on a form prescribed by the commissioner; (2) sworn to; …

Sec. 62.554. APPLICATION FILING FEE. (a) The finance commission by rule shall adopt a schedule of fees for filing applications and holding hearings. The schedule may be graduated so that an application or hearing that is more difficult to review or administer requires a larger fe…

Sec. 62.555. DENIAL OF APPLICATION. (a) The commissioner by order shall deny an application unless the applicant establishes that: (1) the acquisition would not: (A) substantially lessen competition; (B) restrain trade in a manner that would result in a monopoly; or (C) further a…

Sec. 62.556. APPEAL TO COMMISSIONER OF DENIAL. (a) If the commissioner denies an application, the applicant is entitled to a hearing if the applicant submits a written request for a hearing not later than the later of: (1) the 30th day after the date the application is filed; or …

Sec. 62.557. JUDICIAL REVIEW. (a) An applicant may appeal the commissioner's denial of an application or the commissioner's order affirming the denial only after a final order is entered. The commissioner is defendant in the appeal. (b) A party to the action may appeal the court'…

Sec. 62.558. UNAUTHORIZED CHANGE OF CONTROL. If it appears that a change in control may have taken place without approval, the commissioner may call a hearing to determine whether: (1) a change in control has occurred without approval or an unauthorized person without any apparen…

Sec. 62.559. CONFIDENTIALITY. (a) Except as provided by this section, information obtained by the commissioner under this subchapter is confidential and may not be disclosed by the commissioner or an officer or employee of the Department of Savings and Mortgage Lending. (b) The c…

Sec. 62.560. INJUNCTION. (a) The attorney general on behalf of the commissioner may apply for equitable relief, including an order enjoining a violation, if the commissioner believes a person has violated or is about to violate this subchapter or a rule of the finance commission …

Sec. 62.561. CRIMINAL PENALTY. (a) A person commits an offense if the person intentionally makes a materially false or misleading statement to the commissioner with respect to the information required by this subchapter. (b) An offense under this section is a misdemeanor punishab…