MERGER OR CONVERSION OF STATE BANK INTO ANOTHER FINANCIAL INSTITUTION.
Tex. FIN Code § 32.501.
in effect(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 into another financial institution, as that term is defined by Section 201.101 .
(b) The merger or conversion by the state bank must be made and approval of its board and shareholders must be obtained in accordance with the Business Organizations Code as if the state bank were a filing entity and all other parties to the transaction, if any, were foreign entities, except as provided by rule. For purposes of this subsection, a conversion is considered a merger into the successor form of financial institution.
(c) The state bank does not cease to be a state bank subject to the supervision of the banking commissioner unless:
(1) the banking commissioner has been given written notice of the intention to merge or convert before the 31st day before the date of the proposed transaction;
(2) the bank has filed with the banking commissioner:
(A) a copy of the application filed with the successor regulatory authority, including a copy of each contract evidencing or implementing the merger or conversion, or other documents sufficient to show compliance with applicable law; and
(B) a certified copy of all minutes of board meetings and shareholder meetings at which action was taken regarding the merger or conversion;
(3) the banking commissioner determines that:
(A) all deposit and other liabilities of the state bank are fully discharged, assumed, or otherwise retained by the successor form of financial institution;
(B) any conditions imposed by the banking commissioner for the protection of depositors and creditors have been met or otherwise resolved; and
(C) any required filing fees have been paid; and
(4) the bank has received a certificate of authority to do business as the successor financial institution.
(d) Section 32.304 applies to a proposed merger under this section.
Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804 ), Sec. 10, eff. June 14, 2013.