Title FI, Finance Code

Sec. 92.207. LIMITATION ON ISSUANCE OF SECURITIES. A savings bank may issue a form of stock, share, account, or investment certificate only as authorized by this subtitle or as permitted for a national bank, federal savings and loan association, federal savings bank, or state ban…

Sec. 92.208. COMMON STOCK. (a) A savings bank may not issue common stock before the common stock is fully paid for in cash. (b) A savings bank may not make a loan against the shares of its outstanding common stock. (c) A savings bank may not purchase, directly or indirectly, its …

Sec. 92.209. PREFERRED STOCK. (a) A savings bank may not issue preferred stock before the preferred stock is fully paid for in cash. (b) A savings bank may not make a loan against the shares of its outstanding preferred stock. (c) A savings bank may retire or redeem preferred sto…

Sec. 92.210. SERIES AND CLASSES OF PREFERRED STOCK. (a) The articles of incorporation may: (1) authorize that shares of preferred stock be divided into and issued in series; and (2) determine the rights and preferences of each series or part of a series. (b) Each series must be c…

Sec. 92.211. DIVIDENDS ON CAPITAL STOCK. (a) The board of a capital stock savings bank may declare and pay a dividend out of current or retained income, in cash or additional stock, to the holders of record of the stock outstanding on the date the dividend is declared. (b) Withou…

Sec. 92.212. USE OF SURPLUS ACCOUNTS AND EXPENSE FUND CONTRIBUTIONS. (a) At a savings bank's closing date, the savings bank may use all or part of a surplus account, whether earned or paid in, or expense fund contributions on its books to: (1) meet expenses of operating the savin…

Sec. 92.213. USE OF EXPENSE FUND CONTRIBUTIONS. (a) The expense of organizing a savings bank, its operating expenses, and earnings on accounts declared and paid or credited to its deposit account holders may be paid out of the expense fund until the savings bank's earnings are su…

Sec. 92.251. CONDITIONS FOR CONVERSION. (a) The finance commission by rule shall establish the conditions under which a savings bank may convert to another financial institution. (b) The rules must ensure that a conversion does not cause undue harm to the public interest or to an…

Sec. 92.252. APPLICATION FOR CONVERSION. (a) A savings bank may convert to another financial institution if a resolution declaring the conversion is adopted by a majority vote of the members or shareholders of the savings bank who are entitled to vote at an annual meeting or a sp…

Sec. 92.253. ACTION BY COMMISSIONER ON APPLICATION. Not later than the 10th day after the date an application to convert is received, the commissioner shall: (1) consent by written order to the conversion; or (2) set a hearing on whether the conversion complies with rules adopted…

Sec. 92.254. HEARING ON APPLICATION. (a) A hearing set under Section 92.253(2) must be held not later than the 25th day after the date the application is filed unless a later date is agreed to by the applicant and the commissioner. (b) The commissioner or a hearing officer design…

Sec. 92.255. CONSUMMATION OF CONVERSION. Within three months after the date of the commissioner's written order consenting to the conversion, the savings bank shall consummate the conversion in the manner prescribed by the applicable law of this state or the United States. Acts 1…

Sec. 92.256. FILING OF CHARTER OR CERTIFICATE. (a) The new financial institution shall file with the commissioner: (1) a copy of the charter issued to the new financial institution by the appropriate banking agency; or (2) the certificate showing the organization of the new finan…

Sec. 92.257. EFFECT OF ISSUANCE OF CHARTER. On the issuance of a charter by the appropriate banking agency, the savings bank: (1) ceases to be a savings bank incorporated under this subtitle; and (2) is not subject to the supervision and control of the commissioner under this sub…

Sec. 92.258. CONTINUATION OF CORPORATE EXISTENCE. After a savings bank is converted to another financial institution: (1) the corporate existence of the savings bank continues; and (2) the new financial institution is considered to be a continuation of the savings bank that was c…

Sec. 92.259. PROPERTY AND OBLIGATIONS OF CONVERTED SAVINGS BANK. The new financial institution: (1) retains any property, right, or obligation of the converted savings bank; and (2) to the extent the provisions can be made applicable, is subject to Sections 92.306-92.308 as if it…

Sec. 92.301. APPLICATION TO CONVERT. (a) Another financial institution may convert to a savings bank if the conversion is approved by a majority vote of the members or shareholders of the financial institution cast at an annual meeting or a special meeting called to consider the …

Sec. 92.302. ELECTION OF DIRECTORS; EXECUTION AND ACKNOWLEDGMENT OF APPLICATION AND BYLAWS. (a) At the meeting under Section 92.301(a), the members or shareholders shall elect directors of the savings bank. (b) The directors, or the president and secretary, shall execute two copi…

Sec. 92.303. REVIEW BY COMMISSIONER; APPROVAL. (a) On receipt of the application, the commissioner shall conduct an examination of the financial institution seeking conversion. (b) After the examination, the commissioner shall approve the conversion without a hearing if the commi…

Sec. 92.304. HEARING ON DENIAL; APPEAL. (a) An applicant is entitled to a hearing under Chapter 2001, Government Code, if: (1) the commissioner denies an application to convert; and (2) a written request for a hearing is delivered to the commissioner not later than the 10th day a…

Sec. 92.305. CONTINUATION OF CORPORATE EXISTENCE. After another financial institution is converted to a savings bank: (1) the corporate existence of the financial institution continues; and (2) the savings bank is considered to be a continuation of the financial institution that …

Sec. 92.306. PROPERTY AND OBLIGATIONS OF CONVERTED INSTITUTION. (a) The property of another financial institution that converts to a savings bank vests in the savings bank. (b) The savings bank: (1) holds the property in its own right to the extent the property was held by the fi…

Sec. 92.307. EFFECT OF CONVERSION ON PENDING LEGAL ACTION. (a) A judicial proceeding to which the financial institution that converted is a party is not abated or discontinued by reason of the conversion and may be prosecuted to final judgment, order, or decree as if the conversi…

Sec. 92.308. LOCAL FILING OF CONVERSION ORDER REQUIRED. The savings bank shall file a copy of the order of conversion in each county in which the financial institution that converted owned real property at the time the conversion took effect. Acts 1997, 75th Leg., ch. 1008, Sec. …

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…