Current through Reg. 49, No. 38; September 20, 2024
(a) In accordance
with the applicable provisions of the Finance Code, Title 3, Subtitle A or G,
the following corporate forms regarding a state bank, along with the applicable
filing fees, must be filed with the banking commissioner:
(1) a certificate of correction as authorized
by Texas Business Organizations Code (TBOC), §4.101;
(2) certificate of amendment under the
Finance Code, §
RSA
32.101;
(3) restated, or, amended and restated,
certificate of formation under the Finance Code, §
RSA
32.101, and TBOC, §3.059 and
§21.052;
(4) certificate of
merger under the Finance Code, §
RSA 32.301 et
seq, as supplemented by the TBOC, §10.151;
(5) certificate of exchange under TBOC,
§10.151;
(6) statement of
event or fact pursuant to TBOC, §4.055;
(7) establishment of a series of shares by
the board of directors under the Finance Code, §
RSA
32.102, as supplemented by TBOC, §21.155
and §21.156;
(8) statement
regarding a restriction on the transfer of shares under TBOC, §21.212;
and
(9) abandonment of a merger or
interest exchange prior to its effective date under TBOC,
§4.057.
(b) For
purposes of corporate filings with the banking commissioner under subsection
(a) of this section, state banks may utilize a modified version of forms
promulgated by the secretary of state if the banking commissioner or the
finance commission has not promulgated an appropriate corporate form; however,
the banking commissioner may require the submission of additional information.
The modified corporate forms must:
(1)
specifically reference the applicable provisions of the Finance Code;
(2) change references from "corporation" to
"association"; and
(3) change the
references to "stated capital" and similar terms defined in the TBOC to an
appropriate reference to terms defined in the Finance Code.
(c) In accordance with the
applicable provisions of the Finance Code and the TBOC, a state bank may file
the following corporate forms with the secretary of state as instructed in the
Finance Code or the TBOC:
(1) name
registrations under TBOC, §§5.151 - 5.155;
(2) assumed name certificates under TBOC,
§5.051;
(3) a statement
appointing an agent authorized to receive service of process under Finance
Code, §
RSA
201.103;
(4) an amendment to a statement appointing an
agent to receive service of process under Finance Code, §
RSA
201.103; and
(5) a cancellation of the appointment of an
agent to receive service of process under Finance Code, §
RSA
201.103.
(d) The following corporate forms are
inapplicable to state banks and are not required to be filed by a state bank
with either the secretary of state or the banking commissioner:
(1) changes of registered office or agent
under TBOC, §5.202 or §5.203;
(2) name reservations under TBOC,
§5.101;
(3) certificate of
termination under TBOC, §11.101; and
(4) certificate of reinstatement under TBOC,
§11.202.
