Title FI, Finance Code

Sec. 32.402. AUTHORITY TO ACT AS DISBURSING AGENT. (a) The purchasing bank may hold the purchase price and any additional money delivered to it by the selling institution in trust for, or as a deposit to the credit of, the selling institution and may act as agent of the selling i…

Sec. 32.403. LIQUIDATION OF SELLING INSTITUTION. If the selling financial institution is at any time after the sale of assets voluntarily or involuntarily closed for liquidation by a state or federal regulatory agency, the purchasing bank shall pay to the receiver of the selling …

Sec. 32.404. PAYMENT TO DEPOSITORS AND CREDITORS. The purchasing bank may pay a depositor or creditor of the selling institution the amount to be paid the person under the terms of the contract of agency by opening an account in the name of the depositor or creditor, crediting th…

Sec. 32.405. SALE OF ASSETS. (a) A state bank may sell a portion of its assets to another financial institution or other buyer, except that the prior written approval of the banking commissioner is required if the sales price exceeds an amount equal to three times the bank's unim…

Sec. 32.406. LIMITATION ON CONTROL OF DEPOSITS. (a) A purchase of assets is not permitted under Section 32.401 if, on consummation of the transaction, the acquiring state bank, including all insured depository institution affiliates of the resulting state bank, would control 20 p…

Sec. 32.501. MERGER OR CONVERSION OF STATE BANK INTO ANOTHER FINANCIAL INSTITUTION. (a) Subject to Subtitle G, a state bank may act as necessary under and to the extent permitted by the laws of the United States, this state, another state, or another country to merge or convert i…

Sec. 32.502. CONVERSION OF FINANCIAL INSTITUTION INTO STATE BANK. (a) A financial institution, as that term is defined by Section 201.101, may apply to the banking commissioner for conversion into a state bank on a form prescribed by the banking commissioner and accompanied by an…

Sec. 33.001. ACQUISITION OF CONTROL. (a) Except as otherwise expressly permitted by this subtitle, without the prior written approval of the banking commissioner a person may not directly or indirectly acquire a legal or beneficial interest in voting securities of a state bank or…

Sec. 33.002. APPLICATION REGARDING ACQUISITION OF CONTROL. (a) The proposed transferee in an acquisition of control of a state bank or of a person that controls a state bank must file an application for approval of the acquisition. The application must: (1) be under oath and in a…

Sec. 33.003. HEARING AND DECISION ON ACQUISITION OF CONTROL. (a) Not later than the 60th day after the date the notice is published, the banking commissioner shall approve the application or set the application for hearing. If the banking commissioner sets a hearing, the departme…

Sec. 33.004. APPEAL FROM ADVERSE DECISION. (a) If a hearing has been held, the banking commissioner has entered an order denying the application, and the order has become final, the proposed transferee may appeal the order by filing a petition for judicial review. (b) The filing …

Sec. 33.005. EXEMPTIONS. The following acquisitions are exempt from Section 33.001: (1) an acquisition of securities in connection with the exercise of a security interest or otherwise in full or partial satisfaction of a debt previously contracted for in good faith and the acqui…

Sec. 33.006. OBJECTION TO OTHER TRANSFER. This subchapter does not prevent the banking commissioner from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securities that evidence a direct or indirect interest in a state bank, regardless of whet…

Sec. 33.007. CIVIL ENFORCEMENT; CRIMINAL PENALTY. (a) If the banking commissioner believes that a person has violated or is about to violate this subchapter or a rule of the finance commission or order of the banking commissioner pertaining to this subchapter, the attorney genera…

Sec. 33.101. VOTING SECURITIES HELD BY BANK. (a) Voting securities of a state bank held by the bank in a fiduciary capacity under a will or trust, whether registered in the bank's name or in the name of its nominee, may not be voted in the election of directors or on a matter aff…

Sec. 33.102. BYLAWS. Each state bank shall adopt bylaws and may amend its bylaws for the purposes and according to the procedures provided by the Business Organizations Code. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. Amended by: Acts 2007, 80th Leg., R.S., Ch. 2…

Sec. 33.103. BOARD OF DIRECTORS. (a) The board of a state bank must consist of not fewer than five but not more than 25 directors, a majority of whom are residents of this state. The principal executive officer of the bank is a member of the board. The principal executive officer…

Sec. 33.104. ADVISORY DIRECTOR. (a) An advisory director is not considered a director if the advisory director: (1) is not elected by the shareholders of the bank; (2) does not vote on matters before the board or a committee of the board; (3) is not counted for purposes of determ…

Sec. 33.105. REQUIRED MONTHLY BOARD MEETING. (a) Except as provided by Subsection (b), the board of a state bank shall hold at least one regular meeting each month. (b) On application by the board, the banking commissioner may grant the board approval to hold regular meetings on …

Sec. 33.106. OFFICERS. (a) The board shall annually appoint the officers of the bank, who serve at the will of the board. Unless the banking commissioner consents otherwise in writing, a person may not serve as an officer of the state bank if: (1) the person is the subject of an …

Sec. 33.107. LIMITATION ON ACTION OF OFFICER OR EMPLOYEE IN RELATION TO ASSET OR LIABILITY. Unless expressly authorized by a resolution of the board recorded in its minutes, an officer or employee may not create or dispose of a bank asset or create or incur a liability on behalf …

Sec. 33.108. CRIMINAL OFFENSES. (a) An officer, director, employee, or shareholder of a state bank commits an offense if the person knowingly: (1) conceals information or a fact, or removes, destroys, or conceals a book or record of the bank for the purpose of concealing informat…

Sec. 33.109. TRANSACTIONS WITH MANAGEMENT AND AFFILIATES. (a) Without the prior approval of a disinterested majority of the board recorded in the minutes or, if a disinterested majority cannot be obtained, the prior written approval of the banking commissioner, a state bank may n…

Sec. 33.201. LIABILITY OF PARTICIPANTS AND MANAGERS. (a) A participant or manager of a limited banking association is not liable for a debt, obligation, or liability of the limited banking association, including a debt, obligation, or liability under a judgment, decree, or order …

Sec. 33.204. MANAGEMENT OF LIMITED BANKING ASSOCIATION. (a) Management of a limited banking association is vested in a board of managers elected by the participants as prescribed by the bylaws. (b) A board of managers operates in substantially the same manner as, and has substant…

Sec. 33.206. INTEREST IN LIMITED BANKING ASSOCIATION; TRANSFERABILITY OF INTEREST. (a) The interest of a participant in a limited banking association is the personal property of the participant and may be transferred as provided by the bylaws or the participation agreement. (b) T…

Sec. 33.208. DISSOLUTION. The bylaws or the participation agreement may not require automatic termination, dissolution, or suspension of the limited banking association on the death, disability, bankruptcy, expulsion, or withdrawal of a participant, or on the happening of any oth…

Sec. 33.209. ALLOCATION OF PROFITS AND LOSSES. The profits and losses of a limited banking association may be allocated among the participants and among classes of participants as provided by the participation agreement. Without the prior written approval of the banking commissio…

Sec. 33.210. DISTRIBUTIONS. Subject to Section 32.103, distributions of cash or other assets of a limited banking association may be made to the participants as provided by the participation agreement. Without the prior written approval of the banking commissioner to use a differ…

Sec. 33.211. APPLICATION OF OTHER PROVISIONS TO LIMITED BANKING ASSOCIATIONS. For purposes of the provisions of Subtitle A and this subtitle other than this subchapter, as the context requires: (1) a manager is considered to be a director and the board of managers is considered t…

Sec. 34.001. DEFINITION. In this subchapter, "bank facility" means real property, including an improvement, that a state bank owns or leases, to the extent the lease or the leasehold improvement is capitalized, for the purpose of: (1) providing space for bank employees to perform…

Sec. 34.002. INVESTMENT IN BANK FACILITIES. (a) Without the prior written approval of the banking commissioner, a state bank may not directly or indirectly invest an amount in excess of its unimpaired capital and surplus in bank facilities, furniture, fixtures, and equipment. Exc…

Sec. 34.003. OTHER REAL PROPERTY. (a) A state bank may not acquire real property except: (1) as permitted by this subtitle or rules adopted under this subtitle; (2) with the prior written approval of the banking commissioner; or (3) as necessary to avoid or minimize a loss on a l…

Sec. 34.004. RETENTION OF NONPARTICIPATING ROYALTY INTERESTS. (a) Notwithstanding Section 34.003(a), a state bank may hold nonparticipating royalty interests if: (1) the state bank acquires the interest pursuant to Section 34.003(a)(3) or retains the interest in a sale of propert…

Sec. 34.101. SECURITIES. (a) A state bank may purchase and sell securities without recourse solely on the order and for the account of a customer. (b) Except as otherwise provided by this subtitle or rules adopted under this subtitle, a state bank may not: (1) underwrite an issue…

Sec. 34.102. TRANSACTION IN BANK SHARES. (a) A state bank may not acquire a lien by pledge or otherwise on its own shares, or otherwise purchase or acquire title to its own shares, except: (1) as necessary to avoid or minimize a loss on a loan or investment previously made in goo…

Sec. 34.103. BANK SUBSIDIARIES. (a) Subject to this section and except as otherwise provided by this subtitle or rules adopted under this subtitle, a state bank may conduct any activity or make any investment through an operating subsidiary that a state bank or a bank holding com…

Sec. 34.104. MUTUAL FUNDS. (a) A state bank may invest for its own account in equity securities of an investment company registered under the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.) and the Securities Act of 1933 (15 U.S.C. Section 77a et seq.) if the por…

Sec. 34.105. OTHER DIRECT EQUITY INVESTMENTS. (a) A state bank may purchase for its own account equity securities of any class issued by: (1) a bank service corporation, except that the bank may not invest more than an amount equal to 15 percent of the bank's unimpaired capital a…

Sec. 34.106. INVESTMENTS TO PROMOTE COMMUNITY DEVELOPMENT. (a) A state bank may make investments of a predominantly civic, community, or public nature, including investments providing housing, services, or jobs or promoting the welfare of low-income and moderate-income communitie…

Sec. 34.107. ENGAGING IN COMMERCE PROHIBITED. (a) A state bank may not buy, sell, or otherwise deal in goods in trade or commerce or own or operate a business not part of the business of banking except: (1) as necessary to avoid or minimize a loss on a loan or investment previous…

Sec. 34.201. LENDING LIMITS. (a) Without the prior written approval of the banking commissioner, the total loans and extensions of credit by a state bank to a person outstanding at one time may not exceed an amount equal to 25 percent of the bank's unimpaired capital and surplus.…

Sec. 34.202. VIOLATION OF LENDING LIMIT. (a) An officer, director, or employee of a state bank who approves or participates in the approval of a loan with actual knowledge that the loan violates Section 34.201 is jointly and severally liable to the bank for the lesser of the amou…

Sec. 34.203. LOAN EXPENSES AND FEES. (a) A bank may require a borrower to pay all reasonable expenses and fees incurred in connection with the making, closing, disbursing, extending, readjusting, or renewing of a loan, regardless of whether those expenses or fees are paid to thir…

Sec. 34.204. LEASE FINANCING TRANSACTION. (a) Subject to rules adopted under this subtitle, a state bank may, directly or indirectly through an operating subsidiary, provide the equivalent of a financing transaction by acting as lessor under a lease for the benefit of a customer.…

Sec. 34.301. NATURE OF DEPOSIT CONTRACT. (a) A deposit contract between a bank and an account holder is considered a contract in writing for all purposes and may be evidenced by one or more agreements, deposit tickets, signature cards, or notices as provided by Section 34.302, or…