SECTION 60.191. Subsidiary Application


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  • (a) In order to obtain approval for a subsidiary, the savings association must file with the Commissioner an application accompanied by the following information:

    (1) an audited financial statement in the event of acquisition of an existing company;

    (2) a certified board resolution of the board of the applying savings association approving the investment in the proposed subsidiary;

    (3) a certified copy of the certificate of formation and bylaws of the proposed subsidiary;

    (4) the acquisition terms, cost, or investment requirements of the savings association;

    (5) projected operating statements of the proposed subsidiary for the first 3 years of operation;

    (6) an attorney's opinion letter as to direct, indirect, and/or contingent liability of the savings association and the proposed subsidiary;

    (7) an outline of plans for operation of the proposed subsidiary;

    (8) evidence that the proposed subsidiary will have adequate management and operating personnel with proper supervision by savings association management;

    (9) plans for the safeguarding of assets of the proposed subsidiary;

    (10) affidavits from all directors of a savings association and the proposed subsidiary fully disclosing any interest they may directly or indirectly have in the proposed subsidiary; and

    (11) such other information or data as the Commissioner may require.

    (b) The Commissioner may approve an investment in a subsidiary if the Commissioner finds that:

    (1) the operation and condition of the savings association affords no basis for supervisory objection;

    (2) there are adequate income and reserves to support the proposed investment;

    (3) the operations of the subsidiary will be clearly distinguishable from those of the parent savings association; and

    (4) the subsidiary is or will be profitably operating within a reasonable period of time or the investment is reasonably projected to result in economic benefit to the savings association.

    (c) If the Commissioner finds that a savings association has abused or is abusing the authority to invest in a subsidiary, the Commissioner may exercise discretion in denying such savings association the right to future exercise thereof until such abuse or abuses have been corrected.

Source Note: The provisions of this §60.191 adopted to be effective July 16, 2023, 48 TexReg 3644