A qualifying state trust company may amend or restate its certificate of formation, but the amendment must be filed with the banking commissioner for approval.
Sec. 182.101. AMENDMENT OR RESTATEMENT OF STATE TRUST COMPANY CERTIFICATE OF FORMATION. (a) A state trust company that has been granted a charter under Section 182.006 or a predecessor statute 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 board to establish series and determine the preferences, limitations, and relative rights of each series. (c) A limited trust association may not amend its certificate of formation to extend its period of existence for a perpetual period or for any period of years, unless the period of existence is expressly contingent on those events resulting in dissolution of the trust association under Section 183.208. (d) Amendment or restatement of the certificate of formation of a state trust company and approval of the board and shareholders or participants must be made or obtained in accordance with 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. (e) 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 with the date of approval and the word "Approved"; (2) file the original in the department's records; and (3) deliver a certified copy of the amendment or restatement to the state trust company. (f) An amendment or restatement, if approved, takes effect on the date of approval, unless the amendment or restatement provides for a different effective date. Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999. Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 70, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 20, eff. June 14, 2013. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 21, eff. June 14, 2013.