A qualifying state bank may amend or restate its certificate of formation, but certain filings, contents, and banking commissioner approval steps are required.
Sec. 32.101. AMENDMENT OR RESTATEMENT OF STATE BANK CERTIFICATE OF FORMATION. (a) A state bank that has been granted a certificate of authority may amend or restate its certificate of formation for any lawful purpose, including the creation of authorized but unissued shares or participation shares in one or more classes or series. (b) An amendment authorizing the issuance of shares or participation shares in series must contain: (1) the designation of each series and a statement of any variations in the preferences, limitations, and relative rights among series to the extent that the preferences, limitations, and relative rights are to be established in the certificate of formation; and (2) a statement of any authority to be vested in the bank's board to establish series and determine the preferences, limitations, and relative rights of each series. (c) Amendment or restatement of the certificate of formation of a state bank and approval of the bank's board and shareholders must be made or obtained as provided by the Business Organizations Code except as otherwise provided by this subtitle or rules adopted under this subtitle. The original and one copy of the certificate of amendment or restated certificate of formation must be filed with the banking commissioner for approval. Unless the submission presents novel or unusual questions, the banking commissioner shall approve or reject the amendment or restatement not later than the 31st day after the date the banking commissioner considers the submission informationally complete and accepted for filing. The banking commissioner may require the submission of additional information as considered necessary to an informed decision to approve or reject any amendment or restatement of a certificate of formation under this section. If the banking commissioner finds that the amendment or restatement conforms to law and any conditions imposed by the banking commissioner, and any required filing fee has been paid, the banking commissioner shall: (1) endorse the face of the original and copy of the amendment or restatement with the date of approval and the word "Approved"; (2) file the original of the amendment or restatement in the department's records; and (3) deliver a certified copy of the amendment or restatement to the bank. (e) An amendment or restatement, if approved, takes effect on the date of approval unless the amendment or restatement provides for a different effective date. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 13, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 5, eff. June 14, 2013. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 6, eff. June 14, 2013.