Title FI, Finance Code

Sec. 92.351. AUTHORITY TO REORGANIZE, MERGE, OR CONSOLIDATE. (a) A savings bank may reorganize, merge, or consolidate with a corporation, another financial institution, or another entity under a plan adopted by the board. (b) The plan must be approved: (1) at an annual meeting or…

Sec. 92.352. NOTICE AND HEARING; CONFIDENTIALITY. (a) On receiving a plan of reorganization, merger, or consolidation, the commissioner shall give: (1) public notice of the reorganization, merger, or consolidation in each county in which a financial institution participating in t…

Sec. 92.353. DENIAL BY COMMISSIONER OF PLAN. The commissioner shall issue an order denying the plan if: (1) the reorganization, merger, or consolidation would substantially lessen competition or restrain trade and would result in a monopoly or further a combination or conspiracy …

Sec. 92.354. ALTERNATIVE OR ADDITIONAL PROCEDURES. If the surviving financial institution is an entity other than a savings bank, the commissioner may accept, in addition to or instead of the requirements of this subchapter, the procedures and decision of the appropriate banking …

Sec. 92.355. CONTINUATION OF CORPORATE EXISTENCE; HOME OFFICE OF SURVIVING ENTITY. (a) An entity that results from a reorganization, merger, or consolidation as provided by Section 92.351 has the property rights and obligations of the reorganized, merged, or consolidated entity i…

Sec. 92.401. APPLICABILITY OF SUBCHAPTER. (a) Except as provided by Section 92.407, this subchapter applies only to the merger or consolidation of a domestic savings bank with a foreign savings bank. (b) The requirements of and authority and duties provided by this subchapter are…

Sec. 92.402. ADOPTION OF MERGER OR CONSOLIDATION PLAN. The board of the foreign savings bank must adopt the merger or consolidation plan. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 92.403. NOTICE AND HEARING; CONFIDENTIALITY. If the commissioner considers the domestic savings bank to be in an unsafe condition: (1) the provisions of Chapter 2001, Government Code, applicable to a contested case do not apply to the application; and (2) the application and…

Sec. 92.404. DENIAL BY COMMISSIONER OF APPLICATION. If the surviving savings bank is a foreign savings bank, the commissioner shall deny the application if: (1) the law of the state in which the foreign savings bank has its principal place of business does not permit a savings ba…

Sec. 92.405. 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 savings bank is a foreign savings bank, the commissioner shall is…

Sec. 92.406. ENFORCEMENT OF CONDITION, RESTRICTION, OR REQUIREMENT ON SURVIVING FOREIGN SAVINGS BANK. If the surviving savings bank is a foreign savings bank, the commissioner may enforce a condition, restriction, or requirement on the surviving savings bank that could have been …

Sec. 92.407. MERGER OF FOREIGN SAVINGS AND LOAN ASSOCIATION. (a) A foreign savings and loan association may merge with a domestic savings bank under this subchapter as if the foreign savings and loan association were a foreign savings bank. (b) If the surviving institution is the…

Sec. 92.451. AUTHORITY TO MERGE. One or more corporations organized under the law of this state may merge into a savings bank that owns all the corporations' capital stock if: (1) the board of the savings bank and each corporation by majority vote adopt a plan of merger; and (2) …

Sec. 92.452. 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 savings bank and each corporation; and (2) include: (A) the name of the savings bank and each corporation; (B) a copy…

Sec. 92.453. 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. 92.454. 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 savings bank assumes the rights and obligations of the corporation…

Sec. 92.455. 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. 92.501. RESOLUTION TO LIQUIDATE AND DISSOLVE. (a) A savings bank may liquidate and dissolve if: (1) at an annual meeting or a special meeting called for the purpose, the members or shareholders by majority vote adopt a resolution to liquidate and dissolve; and (2) a copy of …

Sec. 92.502. 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 savings bank and reduce its assets to cash for the purpose of paying, satisfying, and discharging all …

Sec. 92.503. 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. 92.551. INAPPLICABILITY OF SUBCHAPTER. This subchapter does not apply to a conversion, reorganization, merger, consolidation, or voluntary liquidation under Subchapter F, G, H, J, or K. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 92.552. EFFECT OF SUBCHAPTER ON OTHER LAW. This subchapter does not: (1) excuse or diminish 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 securities o…

Sec. 92.553. APPLICATION FOR CHANGE OF CONTROL. (a) Control of a savings bank may change only if an application for approval of the change of control is filed with and approved by the commissioner. (b) The application must be: (1) on a form prescribed by the commissioner; (2) swo…

Sec. 92.554. NOTICE OF APPLICATION. (a) On receipt of an application, the commissioner shall submit to the Texas Register for publication in the next issue after the date the application is received or publish in a newspaper of general circulation that is printed in English in th…

Sec. 92.555. CONFIDENTIALITY. (a) Except as provided by this section, information the commissioner obtains under this subchapter that is not published is confidential and may not be disclosed by the commissioner or an officer or employee of the Department of Savings and Mortgage …

Sec. 92.556. 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. 92.557. NOTICE OF INTENT TO DENY; HEARING. (a) Not later than the 60th day after the date the application is filed, the commissioner shall: (1) approve the application without a hearing; or (2) notify the transferee in writing that the commissioner intends to deny the applic…

Sec. 92.558. JUDICIAL REVIEW. (a) An applicant may appeal a final order with the commissioner as defendant. (b) A party to the action may appeal the court's decision. The appeal is immediately returnable to the appellate court and has precedence over any cause of a different char…

Sec. 92.559. UNAUTHORIZED CHANGE OF CONTROL. If it appears that a change in control may have occurred without prior approval, the commissioner may call a hearing to determine whether: (1) a change in control has occurred or an unauthorized person without any apparent ownership in…

Sec. 92.560. INJUNCTION. (a) The attorney general on behalf of the commissioner may apply for equitable relief as the case may require, including an order prohibiting the violation, if it appears to the commissioner that a person has violated or is about to violate this subchapte…

Sec. 92.561. 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 Class A misdemeanor.…

Sec. 92.601. APPLICATION TO ORGANIZE. (a) Five or more adult residents of this state may apply to organize a savings bank as a limited savings bank by submitting to the commissioner: (1) an application to organize a limited savings bank that is: (A) in a form specified by the com…

Sec. 92.602. LIABILITY OF MEMBERS AND MANAGERS. A member, transferee of a member, or manager of a limited savings bank is not liable for a debt, obligation, or liability of the limited savings bank, including a debt, obligation, or liability under a judgment, decree, or order of …

Sec. 92.603. CONTRIBUTIONS. A member of a limited savings bank is obligated to make contributions as required in the company agreement. Added by Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.15, eff. September 1, 2005.

Sec. 92.604. MANAGERS OF LIMITED SAVINGS BANK. (a) Management of a limited savings bank shall be exercised by a board of managers consisting of not fewer than five or more than 21 persons. (b) A manager must meet the qualifications for a director under Section 92.153. (c) The gov…

Sec. 92.605. WITHDRAWAL OR REDUCTION OF MEMBER'S CONTRIBUTION. (a) A member may not receive from a limited savings bank any part of the member's contribution except as provided by rule adopted by the finance commission regulating withdrawal or reduction. (b) A member may not rece…

Sec. 92.606. COMPANY AGREEMENT OF LIMITED SAVINGS BANK. (a) A limited savings bank shall adopt a company agreement that contains provisions regulating the management and organization of the limited savings bank. The agreement is subject to the approval of the commissioner and mus…

Sec. 92.607. DISSOLUTION. (a) A limited savings bank organized under this subchapter is dissolved on: (1) the expiration of the period fixed for the duration of the limited savings bank; or (2) the occurrence of events specified in the certificate of formation or company agreemen…

Sec. 92.608. ALLOCATION OF PROFITS AND LOSSES. The profits and losses of a limited savings bank may be allocated among the members and among classes of members as provided by the company agreement. Without the prior written approval of the commissioner to use a different allocati…

Sec. 92.609. DISTRIBUTIONS. Subject to rules adopted by the finance commission, distributions of cash or other assets of a limited savings bank may be made to the members as provided by the company agreement. Without the prior written approval of the commissioner to use a differe…

Sec. 92.610. AMENDMENT OF GOVERNING DOCUMENTS. (a) A limited savings bank may amend its certificate of formation by a majority vote of the members cast at any annual meeting or a special meeting called for that purpose unless the certificate of formation requires a higher percent…

Sec. 92.611. APPLICATION OF OTHER PROVISIONS TO LIMITED SAVINGS BANKS; MISCELLANEOUS PROVISIONS. (a) This subtitle applies to a savings bank organized as a limited savings bank under this subchapter. In the event of a conflict between this subchapter and a provision of this subti…