Section 60.191 - Subsidiary Application(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.7 Tex. Admin. Code § 60.191
Adopted by Texas Register, Volume 48, Number 27, July 7, 2023, TexReg 3656, eff. 7/16/2023