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Statutes > Texas > Finance-code > Title-3-financial-institutions-and-businesses > Chapter-97-holding-companies

FINANCE CODE

TITLE 3. FINANCIAL INSTITUTIONS AND BUSINESSES

SUBTITLE C. SAVINGS BANKS

CHAPTER 97. HOLDING COMPANIES

SUBCHAPTER A. GENERAL PROVISIONS APPLICABLE TO HOLDING COMPANIES

Sec. 97.001. RULES. (a) The finance commission shall adopt

rules:

(1) providing for the registration of and reporting by holding

companies;

(2) setting limitations on the activities and investments of

holding companies; and

(3) concerning other matters as appropriate under this chapter.

(b) The finance commission may adopt rules governing

transactions between a subsidiary savings bank of a holding

company and an affiliate of the subsidiary.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Amended by Acts 2001, 77th Leg., ch. 867, Sec. 63, eff. Sept. 1,

2001.

Sec. 97.002. REGISTRATION. (a) A holding company shall

register with the commissioner, on a form prescribed by the

commissioner, not later than the 90th day after the date the

company becomes a holding company.

(b) The registration must include information, including

information on related matters the commissioner determines is

necessary and appropriate, regarding the holding company’s and

its subsidiaries':

(1) financial condition;

(2) ownership;

(3) operations;

(4) management; and

(5) intercompany relations.

(c) The commissioner may require the registration to be under

oath.

(d) On application, the commissioner may extend the time limit

under Subsection (a).

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 97.003. RELEASE FROM REGISTRATION. The commissioner, on

the commissioner’s own motion or on application, may release a

registered holding company from the registration if the

commissioner determines that the company no longer controls a

savings bank.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 97.004. REPORTS. (a) Each holding company and each

subsidiary of a holding company, other than a savings bank, shall

file with the commissioner reports required by the commissioner.

(b) Each report must:

(1) be made under oath;

(2) be in the form and for the period prescribed by the

commissioner; and

(3) contain information concerning the operations of the holding

company and its subsidiaries as required by the commissioner.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 97.005. BOOKS AND RECORDS. Each holding company shall

maintain books and records as required by the commissioner.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 97.006. EXAMINATIONS. (a) The commissioner may require an

examination of a holding company and each subsidiary of a holding

company.

(b) The holding company shall pay the cost of an examination.

(c) The confidentiality provisions of Subchapter H, Chapter 96,

apply to this section.

(d) The commissioner may furnish examination and other reports

to any appropriate governmental department, agency, or

instrumentality of this state, another state, or the United

States.

(e) For purposes of this section, the commissioner, if feasible,

may use reports filed with or examinations made by appropriate

federal agencies or regulatory authorities of other states.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

Sec. 97.007. AGENT FOR SERVICE OF PROCESS. The commissioner may

require a holding company or a person, other than a corporation,

connected with a holding company to execute and file an

irrevocable appointment of agent for service of process on a form

prescribed by the commissioner.

Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.

SUBCHAPTER B. MUTUAL HOLDING COMPANIES

Sec. 97.051. REORGANIZATION TO BECOME MUTUAL HOLDING COMPANY.

(a) Notwithstanding any other law, a savings bank may be

reorganized as a mutual holding company by submitting to the

commissioner an application for approval of reorganization.

(b) Before submission, an application for reorganization must be

approved by a majority vote of the members or shareholders of the

savings bank cast at an annual meeting or a special meeting

called to consider the reorganization.

Added by Acts 2005, 79th Leg., Ch.

1018, Sec. 5.21, eff. September 1, 2005.

Sec. 97.052. APPLICATION FOR APPROVAL OF REORGANIZATION. The

application for approval of reorganization must contain:

(1) a brief statement summarizing a reorganization plan;

(2) two copies of the proposed articles of incorporation of the

subsidiary savings bank acknowledged by the incorporators of the

subsidiary savings bank;

(3) two copies of the proposed bylaws of the savings bank;

(4) a statement that the plan of reorganization was advised,

authorized, and approved by the savings bank in the manner and by

the vote required by its charter and the laws of this state; and

(5) a statement of the manner of approval.

Added by Acts 2005, 79th Leg., Ch.

1018, Sec. 5.21, eff. September 1, 2005.

Sec. 97.053. PLAN OF REORGANIZATION. (a) The plan of

reorganization must provide that:

(1) a subsidiary savings bank shall:

(A) be incorporated under Subchapter B, Chapter 92; or

(B) on prior approval of the commissioner, be incorporated under

Subchapter C, Chapter 92;

(2) the savings bank shall transfer a substantial part of its

assets to the subsidiary savings bank, and the subsidiary savings

bank shall assume a substantial part of the savings bank’s

liabilities, including all depository liabilities;

(3) as a result of the reorganization, the mutual holding

company must hold more than 50 percent of the stock of the

subsidiary savings bank; and

(4) after transfer and assumption, persons with prior

corresponding rights as depositors or creditors against a savings

bank have the same rights with respect to the mutual holding

company and the subsidiary savings bank.

(b) The plan of reorganization must set forth the necessary

corporate steps for the savings bank to reorganize into a mutual

holding company, including:

(1) all required charter amendments; and

(2) a description of the corporate management of the reorganized

mutual holding company.

(c) The plan of reorganization may contain any other provision

not inconsistent with law or finance commission rules.

Added by Acts 2005, 79th Leg., Ch.

1018, Sec. 5.21, eff. September 1, 2005.