If a merger needs prior written approval, the banking commissioner reviews it and may ask for more information; the merger can be approved only if several legal and financial conditions are met.
Sec. 32.302. APPROVAL OF BANKING COMMISSIONER. (a) If the merger is subject to the prior written approval of the banking commissioner, the original certificate of merger and a number of copies of the certificate equal to the number of surviving, new, and acquiring entities must be filed with the banking commissioner. On this filing, the banking commissioner shall investigate the condition of the merging parties. The banking commissioner may require the submission of additional information the banking commissioner determines necessary to an informed decision to approve or reject a merger under this subchapter. (b) The banking commissioner shall approve the merger only if: (1) each resulting state bank: (A) has complied with the laws of this state relating to the organization and operation of state banks; and (B) will be solvent and have adequate capitalization for its business and location; (2) all deposit and other liabilities of each state bank that is a party to the merger have been properly discharged or otherwise assumed or retained by a financial institution; (3) each surviving, new, or acquiring entity that is not a depository institution will not be engaged in the unauthorized business of banking, and each state bank will not be engaged in a business other than banking or a business incidental to banking; (4) the parties have complied with the laws of this state; and (5) all conditions imposed by the banking commissioner have been satisfied or otherwise resolved. (c) If the banking commissioner approves the merger and finds that all required filing fees and investigative costs have been paid, the banking commissioner shall: (1) endorse the face of the original and each copy of the certificate of merger with the date of approval and the word "Approved"; (2) file the original of the certificate of merger in the department's records; and (3) deliver a certified copy of the certificate of merger to each surviving, new, or acquiring entity. (d) An approved merger takes effect on the date of approval unless the merger agreement provides for a different effective date. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 9, eff. June 14, 2013.