1. (a) Application. To establish a foreign bank agency, a foreign bank corporation shall file with the banking commissioner an application for a license. The corporation shall submit all information requested on the application form approved by the banking commissioner. The information must include:

   1. (1) the address of the principal office in the country of domicile of the foreign bank corporation filing the application;
   2. (2) the proposed or actual street and post office address of the location of the foreign bank corporation agency and evidence that the proposed location meets the population requirements of the Finance Code, §39.001;
   3. (3) the name, title and qualifications of each officer and director of the foreign bank corporation who will have control of all or part of the business affairs at the foreign bank agency;
   4. (4) a certified copy of a duly adopted resolution by the board of directors or other executive committee of the foreign bank corporation, approving the application and evidence of the authority, names, and titles of all persons authorized to sign and deliver the application and any related documents;
   5. (5) a copy of an audited financial statement of the foreign bank corporation less than 360 days before the date of the application, showing that the actual value of assets of the foreign bank corporation exceeds liabilities of the corporation by $100 million (expressed in United States currency) or more;
   6. (6) a certified copy of the foreign bank corporation's charter and bylaws (or other equivalent constitutive documents). If the charter and bylaws (or other equivalent constitutive documents) are in a language other than English, a translation of the documents, under the oath of the translator, must be attached to the certified copy;
   7. (7) a certification by the chartering agency in the country in which the foreign bank corporation is domiciled, stating that the foreign bank corporation has complied with the laws of that country. If certification is not available from the chartering agency, the foreign bank corporation may substitute an opinion of acceptable legal counsel licensed to practice law in the country in which the foreign bank corporation is domiciled, that the chartering agency will not furnish such a certificate and that the foreign bank corporation has complied with the laws of such country;
   8. (8) evidence of compliance with the Finance Code, §39.003, concerning designation of the secretary of state as agent for service of process;
   9. (9) a statement indicating the extent to which the proposed foreign bank agency will serve the needs of the community in which it will be located;
   10. (10) copies of other applications filed with other state or federal agencies in connection with the establishment of the agency office; and
   11. (11) other information the banking commissioner may require.

2. (b) Notices. A foreign bank corporation maintaining a Texas agency shall file with the banking commissioner the following information:

   1. (1) notice of change in location at least 30 days before the effective date of a relocation of a licensed foreign bank agency;
   2. (2) notice of the establishment of a representative office or loan production office at least 30 days before the effective date of the opening of the office; and

   3. (3) notice of the closing of an agency office at least 30 days before the effective date of the closing. On the date of the closing, an officer, manager, or agent of the foreign bank corporation shall deliver to the banking commissioner:

      1. (A) all copies of examination reports or other property of the department;
      2. (B) a statement under oath by an authorized officer, manager, or agent of the foreign bank corporation that there are no outstanding liabilities of the agency;
      3. (C) the license issued by the banking commissioner;
      4. (D) the certificate or order required by the Finance Code, §39.109, or appropriate board resolution closing the agency; and
      5. (E) the location where the records of the agency will be kept after the closing.

3. (c) Annual reports. A foreign bank corporation maintaining a Texas agency shall file an annual report with the banking commissioner within 120 days after the close of the corporation's fiscal year. The report must be made under oath of one of the authorized officers, managers, or agents transacting business in this state. The report must include, in English or accompanied by an English translation:

   1. (1) a copy of the most recent audited financial statement of the foreign bank corporation, expressed in the currency of the country of its incorporation or organization and in United States currency;
   2. (2) a letter from the certified public accountant, chartered accountant, or similar independent service provider of the foreign bank corporation certifying that the statements have been prepared in accordance with generally accepted accounting principles of the home country of the foreign bank corporation;
   3. (3) a general description of the foreign bank corporation's business activities;
   4. (4) the location and a general description of the foreign banking corporation's headquarters office if the office has been relocated since the last annual report filed under this subsection;
   5. (5) disclosure of all material legal proceedings in which the foreign banking corporation or any of its subsidiaries has been named as a defendant that could result in a material adverse impact on the financial condition of the foreign banking corporation, and a description of such potential impact, quantified to the extent feasible;

   6. (6) a listing of the foreign banking corporation's:

      1. (A) board of directors;
      2. (B) executive officers; and
      3. (C) overseas operations by office; and
   7. (7) a copy of the foreign banking corporation's organizational chart by functional department.

Source Note:The provisions of this §3.41 adopted to be effective September 13, 1996, 21 TexReg 8449.