Form CORP-B20 "Amendment and/or Restatement of the Certificate of Formation of a Texas State Banking Association" - Texas

What Is Form CORP-B20?

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 December 1, 2018;
  • 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 printable version of Form CORP-B20 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-B20 "Amendment and/or Restatement of the Certificate of Formation of a Texas State Banking Association" - Texas

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AMENDMENT AND/OR RESTATEMENT OF THE CERTIFICATE OF FORMATION OF
A TEXAS STATE BANKING ASSOCIATION
General
In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of
the Certificate of Formation of Texas state banking associations. Except some specific wording
for amendments establishing a series of shares, the Finance Code requires compliance with the
Texas Business Organizations Code (“BOC”) procedures and filings for amending or restating,
with or without amendments, the Certificate of Formation of a for-profit business corporation.
The following sections of the BOC should be consulted for guidance:
Amending or restating Certificate of Formation: BOC §§3.051-.060, §3.063;
Board of directors acts to amend or restate: BOC §§21.052-.054, §21.056, §21.415; and
Shareholder action to amend: BOC §§6.201-.205, §21.055, §§21.352-.3531, §§21.364-.372.
Amending the Certificate of Formation
A state bank may amend its Certificate of Formation at any time and in as many respects as
may be desired, so long as the Certificate of Formation as amended contains only provisions
permissible for a contemporaneously filed Certificate of Formation. The most common non-
conformity in existing Certificate of Formation with current requirements is the designation of
the city and county of the bank’s principal office, rather than the current requirement to state
the street address of the bank’s home office. Thus, when amending the Certificate of
Formation, the article concerning the bank location should also be amended if needed to
comply with the current required language. An amendment may change an existing article, add
a new article or delete an existing article. Amendments are adopted as set forth in the
appropriate sections of the BOC, as previously listed. After adoption, the certificate of
amendment is filed with the Texas Department of Banking (“DOB”). The form of the certificate
of amendment is specified in §3.053 of the BOC. In general, the certificate of amendment must
include:
1. The name of the bank, including a recitation that it is a Texas state-chartered banking
association. Confusion resulting from similar bank names can be avoided by also stating the
bank’s charter number and the city in which its home office is located.
2. An identification by reference or description of each provision of the Certificate of
Formation that is being altered, added, or deleted.
3. For provisions being altered or added, a statement of the text of the provision as altered
or added.
4. A statement that the amendment or amendments have been approved in the manner
required by the BOC and the governing documents of the bank.
5. A statement of the effective date (and time, if desired) of the amendment(s), if other
than the date of filing and approval by the DOB. NOTE: The specified date and time, if any,
cannot be before the filing is received by the DOB.
CORP-B20 (12/18)
Texas Department of Banking
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AMENDMENT AND/OR RESTATEMENT OF THE CERTIFICATE OF FORMATION OF
A TEXAS STATE BANKING ASSOCIATION
General
In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of
the Certificate of Formation of Texas state banking associations. Except some specific wording
for amendments establishing a series of shares, the Finance Code requires compliance with the
Texas Business Organizations Code (“BOC”) procedures and filings for amending or restating,
with or without amendments, the Certificate of Formation of a for-profit business corporation.
The following sections of the BOC should be consulted for guidance:
Amending or restating Certificate of Formation: BOC §§3.051-.060, §3.063;
Board of directors acts to amend or restate: BOC §§21.052-.054, §21.056, §21.415; and
Shareholder action to amend: BOC §§6.201-.205, §21.055, §§21.352-.3531, §§21.364-.372.
Amending the Certificate of Formation
A state bank may amend its Certificate of Formation at any time and in as many respects as
may be desired, so long as the Certificate of Formation as amended contains only provisions
permissible for a contemporaneously filed Certificate of Formation. The most common non-
conformity in existing Certificate of Formation with current requirements is the designation of
the city and county of the bank’s principal office, rather than the current requirement to state
the street address of the bank’s home office. Thus, when amending the Certificate of
Formation, the article concerning the bank location should also be amended if needed to
comply with the current required language. An amendment may change an existing article, add
a new article or delete an existing article. Amendments are adopted as set forth in the
appropriate sections of the BOC, as previously listed. After adoption, the certificate of
amendment is filed with the Texas Department of Banking (“DOB”). The form of the certificate
of amendment is specified in §3.053 of the BOC. In general, the certificate of amendment must
include:
1. The name of the bank, including a recitation that it is a Texas state-chartered banking
association. Confusion resulting from similar bank names can be avoided by also stating the
bank’s charter number and the city in which its home office is located.
2. An identification by reference or description of each provision of the Certificate of
Formation that is being altered, added, or deleted.
3. For provisions being altered or added, a statement of the text of the provision as altered
or added.
4. A statement that the amendment or amendments have been approved in the manner
required by the BOC and the governing documents of the bank.
5. A statement of the effective date (and time, if desired) of the amendment(s), if other
than the date of filing and approval by the DOB. NOTE: The specified date and time, if any,
cannot be before the filing is received by the DOB.
CORP-B20 (12/18)
Texas Department of Banking
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6. The signature of an officer of the bank. Notarization is not necessary.
Filing notes:
1. If an effective time is specified, it cannot be 12:00 (whether a.m. or p.m.)
2. Filing times are always the local time of Austin, Texas, so this does not need to be
stated. Specifying another time zone is ineffective.
3. If the amendment is to change the name of the bank, careful consideration should be
given to the effective date given the changes that will need to be made in documents,
signage, advertising materials, and the like.
4. Whenever an address of a director is required, it may be either a residential or business
address.
Filing. Two copies of the certificate of amendment must be delivered to the DOB along with the
filing fee prescribed in Title 7 of the Texas Administrative Code §15.2. The delivery address is:
Banking Commissioner, Texas Department of Banking, 2601 N. Lamar Blvd., Austin, Texas
78705-4294. After review and approval, one original document is filed in the official records of
the state bank and a certified file-stamped copy is returned for the bank’s records.
The DOB does not provide forms for filing amendments. However, the following sample
certificate of amendment meets minimum statutory requirements, and may be used for
guidance (text in brackets ([…]) should contain the correct specific wording for your
amendment). Note that the actual amendments below are examples only, and are not
required.
CORP-B20 (12/18)
Texas Department of Banking
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Sample Certificate
Certificate of Amendment to the Certificate of Formation
1. The name of the state banking association is [AnyBank], [City], Texas, charter number
[xxxx-xx].
2. The Certificate of Formation of [AnyBank] is amended as follows:
[a. Article I is changed to reflect the new name for the bank. The full text of Article
I as amended is: The name of the bank is [AnyWhereBank].
b. Article III specifying the size of the initial board of directors is deleted, and
replaced with the following: The number of directors may vary between 5 and 25,
according to procedures set forth in the by-laws. The current number of directors
is [6], and their names and addresses are as follows:
c. Article IX is added to make indemnification of officers and directors mandatory,
and its complete text is as follows:]
3. The amendments have been approved in the manner required by the Texas Business
Organizations Code, Texas Finance Code, and governing documents of the bank.
4. The amendments will be effective on [January 7, 2010 at 5:00 p.m.] NOTE: This
statement is not needed if the amendments are to be effective upon filing and approval
by the DOB.
The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument and certifies under penalty of perjury
that the undersigned is authorized under the provisions of law governing the entity to execute
the filing instrument.
Dated __________________.
______________________________
President (or other authorized officer)
CORP-B20 (12/18)
Texas Department of Banking
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Restating the Certificate of Formation (Without Amendment)
At any point, a bank’s effective Certificate of Formation is its original, restated, or corrected
Certificate of Formation and any previous amendments to the articles still in effect, i.e., the last
of what may be numerous amendments to alter the same provision (such as authorized shares
of stock). The purpose of a restatement is to collect what may be a number of different
amendments and the previous Certificate of Formation (whether original, restated, or
corrected) into one document that will be the current Certificate of Formation. The Certificate
of Formation may be restated at any time, but must be restated and included as an exhibit in
the certificate of merger for a state bank that is a resulting bank in a merger (even if there have
been no amendments to the prior document). A restatement of the Certificate of Formation
may be with or without new amendments.
A few changes may be made in restated articles without them being considered amendments:
1. If the Certificate of Formation currently in effect states only the size of the initial board
of directors and their names and addresses, the restatement may update the current
number of directors and the names and addresses (residence or business) of the current
directors. However, if the current Certificate of Formation specifies the number of
directors in general (and not specifically the initial directors), a change in the size of the
board will require an amendment.
2. Non-substantive changes such as the number of a specific article may be made without
amendment (provided the actual text is not changed).
3. Articles that are no longer effective because of statutory changes may be deleted
without amendment (the most obvious being a provision for operating under a system
of deposit security that is no longer available).
4. If the physical location of the home office has not changed, but the current articles list
only the city and county of domicile, the street address may by added without an
amendment.
5. If the physical location of the home office has not changed, but the street address has
changed by governmental action, the new address may be included without
amendment. In this case, the cover letter to the submission of the restatement should
discuss the reason for the change.
Restated Certificate of Formation (without further amendment) must contain:
1. The name of the bank, including a recitation that it is a Texas state-chartered banking
association. Confusion resulting from similar bank names can be avoided by also stating
the bank’s charter number and the city in which its home office is located.
2. A statement that the restatement accurately copies the Certificate of Formation and all
amendments thereto that are in effect to date, and that the restatement contain no
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Texas Department of Banking
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change in any provision [except changes which may be made without amendment
pursuant to the BOC or DOB policy].
3. A statement that the Restated Certificate of Formation has been approved in the
manner required by the BOC and the governing documents of the bank.
4. A statement of the effective date (and time, if desired) of the restatement, if other than
the date of filing and approval by the DOB. NOTE: The specified date and time, if any,
cannot be before the filing is received by the DOB.
5. The signature of an officer of the bank. Notarization is not necessary.
Filing. Two copies of the Restated Certificate of Formation must be delivered to the DOB along
with the $300.00 filing fee. The delivery address is: Banking Commissioner, Texas Department
of Banking, 2601 N. Lamar Blvd., Austin, Texas 78705-4294. After review and approval, one
original document is filed in the official records of the state bank and a certified file-stamped
copy is returned for the bank’s records.
The DOB does not provide forms for restating a Certificate of Formation. However, the
following sample Restated Certificate of Formation meets minimum statutory requirements,
and may be used for guidance (text in brackets ([…]) should contain the correct specific wording
for your restatement, or deleted if not applicable).
CORP-B20 (12/18)
Texas Department of Banking
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