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CHAPTER 97. HOLDING COMPANIES

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FINANCE CODETITLE 3. FINANCIAL INSTITUTIONS AND BUSINESSESSUBTITLE C. SAVINGS BANKSCHAPTER 97. HOLDING COMPANIESSUBCHAPTER A. GENERAL PROVISIONS APPLICABLE TO HOLDING COMPANIESSec. 97.001.RULES.(a)The finance commission shall adoptrules:(1)providing for the registration of and reporting by holdingcompanies;(2)setting limitations on the activities and investments ofholding companies; and(3)concerning other matters as appropriate under this chapter.(b)The finance commission may adopt rules governingtransactions between a subsidiary savings bank of a holdingcompany 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 shallregister with the commissioner, on a form prescribed by thecommissioner, not later than the 90th day after the date thecompany becomes a holding company.(b)The registration must include information, includinginformation on related matters the commissioner determines isnecessary and appropriate, regarding the holding company's andits subsidiaries':(1)financial condition;(2)ownership;(3)operations;(4)management; and(5)intercompany relations.(c)The commissioner may require the registration to be underoath.(d)On application, the commissioner may extend the time limitunder Subsection (a).Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Sec. 97.003.RELEASE FROM REGISTRATION.The commissioner, onthe commissioner's own motion or on application, may release aregistered holding company from the registration if thecommissioner determines that the company no longer controls asavings bank.Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Sec. 97.004.REPORTS.(a)Each holding company and eachsubsidiary of a holding company, other than a savings bank, shallfile 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 thecommissioner; and(3)contain information concerning the operations of the holdingcompany 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 shallmaintain 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 anexamination of a holding company and each subsidiary of a holdingcompany.(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 reportsto any appropriate governmental department, agency, orinstrumentality of this state, another state, or the UnitedStates.(e)For purposes of this section, the commissioner, if feasible,may use reports filed with or examinations made by appropriatefederal 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 mayrequire a holding company or a person, other than a corporation,connected with a holding company to execute and file anirrevocable appointment of agent for service of process on a formprescribed by the commissioner.Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.SUBCHAPTER B. MUTUAL HOLDING COMPANIESSec. 97.051.REORGANIZATION TO BECOME MUTUAL HOLDING COMPANY.(a)Notwithstanding any other law, a savings bank may bereorganized as a mutual holding company by submitting to thecommissioner an application for approval of reorganization.(b)Before submission, an application for reorganization must beapproved by a majority vote of the members or shareholders of thesavings bank cast at an annual meeting or a special meetingcalled 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.Theapplication for approval of reorganization must contain:(1)a brief statement summarizing a reorganization plan;(2)two copies of the proposed articles of incorporation of thesubsidiary savings bank acknowledged by the incorporators of thesubsidiary 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 bythe 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 ofreorganization 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 underSubchapter C, Chapter 92;(2)the savings bank shall transfer a substantial part of itsassets to the subsidiary savings bank, and the subsidiary savingsbank shall assume a substantial part of the savings bank'sliabilities, including all depository liabilities;(3)as a result of the reorganization, the mutual holdingcompany must hold more than 50 percent of the stock of thesubsidiary savings bank; and(4)after transfer and assumption, persons with priorcorresponding rights as depositors or creditors against a savingsbank have the same rights with respect to the mutual holdingcompany and the subsidiary savings bank.(b)The plan of reorganization must set forth the necessarycorporate steps for the savings bank to reorganize into a mutualholding company, including:(1)all required charter amendments; and(2)a description of the corporate management of the reorganizedmutual holding company.(c)The plan of reorganization may contain any other provisionnot inconsistent with law or finance commission rules.Added by Acts 2005, 79th Leg., Ch.1018, Sec. 5.21, eff. September 1, 2005.
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  • 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.

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