Form CORP-B05 "Conversion Application" - Texas

What Is Form CORP-B05?

This is a legal form that was released by the Texas Department of Banking - a government authority operating within Texas. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on October 1, 2017;
  • The latest edition provided by the Texas Department of Banking;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form CORP-B05 by clicking the link below or browse more documents and templates provided by the Texas Department of Banking.

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Download Form CORP-B05 "Conversion Application" - Texas

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CONVERSION APPLICATION
I.
APPLICANT INFORMATION
________________________________________________________ _____________________
Name of Applicant
Charter Number
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
______________________________________________________________________________
Website Address
II.
TARGET INFORMATION
________________________________________________________ _____________________
Name of Target/Resultant Entity
Charter Number
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
______________________________________________________________________________
Website Address
III.
CONTACT INFORMATION
_________________________________________ ____________________________________
Name of Contact Person
Title
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
_________________________________________ ____________________________________
Phone Number
Email Address
CORP-B05 (10/17)
Texas Department of Banking
1
CONVERSION APPLICATION
I.
APPLICANT INFORMATION
________________________________________________________ _____________________
Name of Applicant
Charter Number
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
______________________________________________________________________________
Website Address
II.
TARGET INFORMATION
________________________________________________________ _____________________
Name of Target/Resultant Entity
Charter Number
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
______________________________________________________________________________
Website Address
III.
CONTACT INFORMATION
_________________________________________ ____________________________________
Name of Contact Person
Title
______________________________________________________________________________
Street Address
_________________________ _________________________ _____________ _____________
City
County
State
Zip Code
_________________________________________ ____________________________________
Phone Number
Email Address
CORP-B05 (10/17)
Texas Department of Banking
1
CONVERSION APPLICATION
The following information must be addressed in each Conversion Application:
1.
Provide a summary of the proposed transaction. Include full details of the capital
structure of the proposed state bank including number and types of authorized shares,
par value, total capital stock account, surplus, and any other components of capital,
including the ratio of adversely classified assets to capital.
2.
The Banking Commissioner is required, pursuant to Section 32.502(b) of the TFC, to make
certain findings. Address each of the required findings with respect to this application.
3.
Provide a copy of the Plan of Conversion. Include an explanation of compliance with or
non-applicability relating to rights of dissenting shareholders.
4.
Provide evidence of the action taken by the Board of Directors and/or shareholders
authorizing the conversion.
5.
State the names and addresses of the Board of Directors and any principal shareholders of
the proposed state bank.
6.
State the position and name of the officers of the proposed state bank, and the position
they now hold with the existing financial institution.
7.
If approved for conversion, will this institution be a member of the Federal Reserve
System? The FHLB? Have the appropriate notices/filings been made with the Federal
agencies?
8.
Complete and attach biographical report forms for individuals proposed as principal
shareholders, directors, and executive officers.*
9.
Complete and attach the personal financial statements for individuals proposed as
principal shareholders, directors, and executive officers.*
10. Complete and attach Authority to Release Information forms for principal shareholders,
directors, and executive officers.
11. List all existing bank branches, subsidiaries, LPO's, or other facilities owned or leased by
the bank.
12. Has the institution been granted authority to operate a branch or other facility that is not
yet opened? If so, provide details.
13. Does the institution exercise any powers or engage in any activities or hold any
investments that are not currently authorized for a state bank? If so, provide details.
14. If the institution is owned by a holding company, provide detailed historical and financial
information on the holding company.
CORP-B05 (10/17)
Texas Department of Banking
2
15. Provide a list of any material legal or administrative proceedings involving the applicant or
an officer, director or principal shareholder of the applicant.
16. Is the institution operating under any commitments, agreements, formal or informal, or
orders issued by a regulatory agency? Are any such orders threatened? If so, provide full
details.
17. Are there any assets or liabilities on the bank's books that will be held in violation of state
statutes if the conversion is approved? If so, provide full details.
18. If there are any major changes anticipated in the bank’s current Strategic Plan, include a
copy of any proposed revisions.
19. Provide a copy of each filing regarding the proposed chartering conversion required by
another governmental agency.
20. Pursuant to TFC 32.502(d)(1), submit a statement of the law governing the exit of the
financial institution from the regulatory system applicable before the conversion and the
terms of the transition into a state bank.
21. Provide a draft of the notice to be published indicating which newspaper(s) of general
circulation it will appear in and on which date. (After publication, a publisher’s affidavit
and copy of the notice is required to be submitted.)
22. Provide a draft of the Certificate of Conversion.
23. Provide a draft of the legal opinion conforming with 7 TAC § 15.108 and § 15.109.
24. Prior to consummation, the
ACH Debit
Form must be submitted and may optionally be
included at the time of application.
*In lieu of forms referenced above in items #8 and 9, the Interagency Biographical and
Financial Report form may be submitted; however, it must be accompanied by the
Department
Signature
Form.
CORP-B05 (10/17)
Texas Department of Banking
3
We, the Board of Directors of the proposed bank, solemnly swear that the statements and
representations made in this application are true and correct to the best of our knowledge and
belief, and that this application is made in good faith, with the purpose and intent that the
affairs and business of the proposed bank shall be honestly conducted upon good and sound
business principles.
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
STATE OF _______________________
COUNTY OF
________________________
On this _______ day of __________, 20___, before me, a Notary Public in and for said County,
of said State, personally appeared:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
known to me to be the persons whose names are subscribed on the foregoing document and
being by me first duly sworn, declared that the statements contained in this application are true
and correct.
(SEAL)
_________________________________
(Notary Public)
CORP-B05 (10/17)
Texas Department of Banking
4
Date
Banking Commissioner of Texas
2601 North Lamar Boulevard
Austin, Texas 78705-4294
Dear Commissioner:
Please accept this letter as my certified statement that all stockholders at this time of
conversion into a state bank shall be issued one share of the common or preferred stock of
(State Bank) for each share of the common or preferred stock of (National Bank) owned by
them on the date the charter of (State Bank) is granted.
Sincerely,
President
National Bank
CORP-B05 (10/17)
Texas Department of Banking
5
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