AI-assisted research summary: A state bank’s certificate of formation must be signed and acknowledged by each organizer and include specified information; the banking commissioner may reject a misleading bank name.
Sec. 32.002. CERTIFICATE OF FORMATION OF STATE BANK. (a) The certificate of formation of a state bank must be signed and acknowledged by each organizer and must contain: (1) the name of the bank, subject to Subsection (b); (2) the period of the bank's duration, which may be perpetual, subject to Subsection (c); (3) the powers of the bank, which may be stated as: (A) all powers granted by law to a state bank; or (B) a list of the specific powers under Section 32.001 that the bank chooses to exercise; (4) the aggregate number of shares that the bank will be authorized to issue and the number of classes of shares, which may be one or more; (5) if the shares are to be divided into classes: (A) the designation of each class and statement of the preferences, limitations, and relative rights of the shares of each class, which in the case of a limited banking association may be more fully set forth in the participation agreement; (B) the number of shares of each class; and (C) a statement of the par value of the shares of each class or that the shares are to be without par value; (6) any provision limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the bank; (7) any provision granting the right of shareholders to cumulative voting in the election of directors; (8) the aggregate amount of consideration to be received for all shares initially issued by the bank and a statement that: (A) all authorized shares have been subscribed; and (B) all subscriptions received have been irrevocably paid in cash; (9) any provision that is otherwise required by this subtitle to be set forth in the certificate of formation; (10) the street address of the bank's initial home office; (11) the number of directors constituting the initial board and the names and street addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until successor directors have been elected and qualified; and (12) subject to Section 32.008, any provision consistent with law that the organizers elect to set forth in the certificate of formation for the regulation of the internal affairs of the bank, including provisions permissible under the Business Organizations Code for: (A) a for-profit corporation, in the case of a proposed banking association; or (B) a limited liability company, in the case of a proposed limited banking association. (b) The banking commissioner may determine that a proposed bank name is potentially misleading to the public and require the organizers to select a different name. (c) A state bank, other than a private bank, organized before August 31, 1993, is considered to have perpetual existence, notwithstanding a contrary statement in its articles of association, unless after September 1, 1995, the bank amends its certificate of formation or articles of association to reaffirm its limited duration. (d) Repealed by Acts 2007, 80th Leg., R.S., Ch. 237, Sec. 80, eff. September 1, 2007. 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. 8, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 80, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 1, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 1, eff. June 14, 2013. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 2, eff. June 14, 2013.