CHAPTER 202. BANK HOLDING COMPANIES
FINANCE CODE
TITLE 3. FINANCIAL INSTITUTIONS AND BUSINESSES
SUBTITLE G. BANK HOLDING COMPANIES; INTERSTATE BANK OPERATIONS
CHAPTER 202. BANK HOLDING COMPANIES
Sec. 202.001. ACQUISITION OF BANK OR BANK HOLDING COMPANY. (a)
A company intending to acquire a Texas bank holding company or a
Texas bank shall submit to the commissioner a copy of the
application for approval or notice submitted to the Board of
Governors of the Federal Reserve System under Section 3, Bank
Holding Company Act (12 U.S.C. Section 1842). The copy must be:
(1) submitted to the commissioner when the application is
submitted to the board of governors;
(2) accompanied by any additional information required under
Subsection (b); and
(3) accompanied by any filing fee required by law.
(b) An applicant or notificant that is an out-of-state bank
holding company shall provide satisfactory evidence to the
commissioner of compliance with or inapplicability of:
(1) the requirements of Section 202.003; and
(2) if the applicant or notificant is not incorporated under the
laws of this state, the laws of this state relating to
registration of foreign corporations to do business in this
state.
(c) On receipt of the notice prescribed by Section 3(b), Bank
Holding Company Act (12 U.S.C. Section 1842(b)), the commissioner
shall state in writing within the period prescribed by that
subsection the commissioner's:
(1) views and recommendations concerning the proposed
transaction;
(2) opinion regarding whether the proposed transaction complies
with this chapter and the Interstate Banking and Branching
Efficiency Act; and
(3) opinion regarding whether the proposed transaction complies
with the Community Reinvestment Act of 1977 (12 U.S.C. Section
2901 et seq.), as amended.
(d) The commissioner is not required to disapprove the
application or notice solely because of the opinion stated under
Subsection (c)(3).
(e) If the commissioner's response disapproves an application
for or notice of an acquisition of a Texas state bank or a Texas
bank holding company controlling a Texas state bank, the
commissioner may:
(1) appear at the hearing held as provided by Section 3(b), Bank
Holding Company Act (12 U.S.C. Section 1842(b)); and
(2) present evidence at the hearing regarding the reasons the
application or notice should be denied.
(f) If the commissioner's response disapproves an application
for or notice of an acquisition other than as described by
Subsection (e), the commissioner may request that a hearing be
held as provided by Section 3(b), Bank Holding Company Act (12
U.S.C. Section 1842(b)). If the board of governors grants the
request, the commissioner shall appear and present evidence at
the hearing regarding the reasons the application or notice
should be denied.
(g) If the board of governors approves an application or notice
that the commissioner disapproved, the commissioner may accept
the decision or attempt to overturn the decision on appeal as
provided by Section 9, Bank Holding Company Act (12 U.S.C.
Section 1848).
Added by Acts 1999, 76th Leg., ch. 344, Sec. 1.001, eff. Sept. 1,
1999.
Sec. 202.002. LIMITATION ON CONTROL OF DEPOSITS. (a) The
commissioner may not approve an acquisition if, on consummation
of the transaction, the applicant, including all depository
institution affiliates of the applicant, would control 20 percent
or more of the total amount of deposits in this state held by
depository institutions in this state.
(b) The commissioner may request and the applicant shall provide
supplemental information to the commissioner to aid in a
determination under this section, including information that is
more current than or in addition to information in the most
recently available summary of deposits, reports of condition, or
similar reports filed with or produced by state or federal
authorities.
Added by Acts 1999, 76th Leg., ch. 344, Sec. 1.001, eff. Sept. 1,
1999.
Sec. 202.003. REQUIRED AGE OF ACQUIRED BANK. (a) An
out-of-state bank holding company may not make an acquisition
under this chapter if the Texas bank to be acquired, or any Texas
bank subsidiary of the bank holding company to be acquired, has
not been in existence and in continuous operation for at least
five years as of the effective date of acquisition.
(b) For purposes of this section:
(1) a bank that is the successor as a result of merger or
acquisition of all or substantially all of the assets of a prior
bank is considered to have been in existence and continuously
operated during the period of its existence and continuous
operation as a bank and during the period of existence and
continuous operation of the prior bank; and
(2) a bank effecting a purchase and assumption, merger, or
similar transaction with or supervised by the Federal Deposit
Insurance Corporation or its successor is considered to have been
in existence and continuously operated during the existence and
continuous operation of the bank with respect to which the
transaction was consummated.
Added by Acts 1999, 76th Leg., ch. 344, Sec. 1.001, eff. Sept. 1,
1999.
Sec. 202.004. NONBANKING ACQUISITION, ELECTION, OR ACTIVITY.
(a) A bank holding company doing business in this state that
submits an application, election, or notice to the Board of
Governors of the Federal Reserve System under Section 4, Bank
Holding Company Act (12 U.S.C. Section 1843), that involves or
will involve an office location in this state shall submit to the
commissioner a copy of the application, election, or notice when
the application, election, or notice is submitted to the board of
governors, including a notice or application to acquire a
nonbanking institution, an election to be treated as a financial
holding company, or a request, proposal, or application to engage
in an activity that is or may be a financial activity or an
activity incidental or complementary to a financial activity. The
bank holding company shall submit other information reasonably
requested by the commissioner to determine the manner in which
the acquisition, election, or activity will directly or
indirectly affect residents of this state.
(b) To assist in determining whether to disapprove the proposed
acquisition, election, or activity, the commissioner may hold a
public hearing as provided by Section 31.201, regardless of
whether requested to do so by a person, regarding the proposed
acquisition, election, or activity and its effect on this state.
The commissioner shall convene a hearing if the bank holding
company requests a hearing in writing when it submits the
application, election, or notice to the commissioner.
(c) The commissioner shall disapprove the proposed acquisition,
election, or activity if the commissioner determines that the
acquisition, election, or activity would be detrimental to the
public interest as a result of probable adverse effects,
including undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices.
(d) If the commissioner determines to disapprove the proposed
acquisition, election, or activity, the commissioner may prepare
and file a response to the application, election, or notice with
the board of governors and may request that a hearing be held. If
the board of governors grants the request, the commissioner shall
appear and present evidence at the hearing regarding the reasons
the proposed acquisition, election, or activity should be denied.
(e) If the board of governors approves a proposed acquisition,
election, or activity that the commissioner disapproved, the
commissioner may accept the decision or seek to overturn the
decision on appeal as provided by Section 9, Bank Holding Company
Act (12 U.S.C. Section 1848).
Added by Acts 1999, 76th Leg., ch. 344, Sec. 1.001, eff. Sept. 1,
1999. Amended by Acts 2001, 77th Leg., ch. 528, Sec. 30, eff.
Sept. 1, 2001.
Sec. 202.005. APPLICABLE LAWS. (a) The commissioner may:
(1) examine a bank holding company that controls a Texas bank to
the same extent as if the bank holding company were a Texas state
bank; and
(2) bring an enforcement proceeding under Chapter 35 against a
bank holding company that violates or participates in a violation
of Subtitle A, an agreement filed with the commissioner under
this chapter, or a rule adopted by the finance commission or
order issued by the commissioner under Subtitle A, as if the bank
holding company were a Texas state bank.
(b) A Texas bank that is controlled by a bank holding company
that is not a Texas bank holding company shall be subject to all
laws of this state that are applicable to Texas banks that are
controlled by Texas bank holding companies.
Added by Acts 1999, 76th Leg., ch. 344, Sec. 1.001, eff. Sept. 1,
1999. Amended by Acts 2001, 77th Leg., ch. 867, Sec. 94, eff.
Sept. 1, 2001.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
237, Sec. 77, eff. September 1, 2007.
Sec. 202.006. FINANCIAL ACTIVITIES. (a) A financial holding
company may engage in a financial activity or an activity
incidental or complementary to a financial activity if the
activity has been authorized by:
(1) the Board of Governors of the Federal Reserve System under
12 U.S.C. Section 1843(k); or
(2) a rule adopted by the finance commission under Subsection
(b).
(b) The finance commission by rule may determine that an
activity not otherwise approved or authorized under this chapter,
federal law, or other law is:
(1) a financial activity;
(2) incidental to a financial activity; or
(3) complementary to a financial activity.
(c) In adopting a rule under Subsection (b), the finance
commission shall consider:
(1) the purposes of this subtitle and the Gramm-Leach-Bliley Act
(Pub. L. No. 106-102);
(2) changes or reasonably expected changes in the marketplace in
which financial holding companies compete;
(3) changes or reasonably expected changes in the technology for
delivering financial services;
(4) whether the activity is necessary or appropriate to allow a
financial holding company to:
(A) compete effectively with another company seeking to provide
financial services;
(B) efficiently deliver information and services that are
financial in nature through the use of technological means,
including an application necessary to protect the security or
efficacy of systems for the transmission of data or financial
transactions; or
(C) offer customers available or emerging technological means
for using financial services or for the document imaging of data;
and
(5) if otherwise determined to be permissible, whether the
conduct of the activity by a financial holding company should be
qualified through the imposition of reasonable and necessary
conditions to protect the public and require appropriate regard
for safety and soundness of the holding company's subsidiary
banks and the financial system generally.
(d) A determination by the board of governors under federal law
or by a rule of the finance commission under this section does
not alter or negate applicable licensing and regulatory
requirements administered by a functional regulatory agency of
this state.
Added by Acts 2001, 77th Leg., ch. 528, Sec. 31, eff. Sept. 1,
2001.