Sec. 32.405.  SALE OF ASSETS.  (a)  A state bank may sell a portion of its assets to another financial institution or other buyer, except that the prior written approval of the banking commissioner is required if the sales price exceeds an amount equal to three times the bank's unimpaired capital and surplus.  The finance commission by rule may require a state bank to obtain the prior written approval of the banking commissioner for a transaction not otherwise subject to approval that involves potentially substantial risks to the safety and soundness of the selling bank.
(b)  If the prior approval of the banking commissioner for a sale of assets is not required under Subsection (a) and the sale involves the disposition of a branch office or another established location of the state bank, the state bank must provide written notice of the transaction to the banking commissioner at least 30 days before the expected closing date of the transaction.
(c)  The board of a state bank, with the prior written approval of the banking commissioner, may cause the bank to sell all or substantially all of its assets without shareholder approval if:
(1)  the banking commissioner finds the interests of depositors and creditors are jeopardized because of insolvency or imminent insolvency and that the sale is in their best interest; and
(2)  the Federal Deposit Insurance Corporation or its successor approves the transaction and agrees to provide assistance to the prospective buyer under 12 U.S.C. Section 1823(c) or a comparable law unless the deposits of the bank are not insured.
(d)  A sale under Subsection (c) must include an assumption and promise by the buyer to pay or otherwise discharge:
(1)  all of the bank's liabilities to depositors;
(2)  all of the bank's liabilities for salaries of the bank's employees incurred before the date of the sale;
(3)  obligations incurred by the banking commissioner arising out of the supervision or sale of the bank; and
(4)  fees and assessments due the department.
(e)  This section does not affect the banking commissioner's right to take action under another law.  The sale by a state bank of all or substantially all of its assets with shareholder approval is considered a voluntary dissolution and liquidation and is governed by Subchapter B, Chapter 36.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by: 
Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 21, eff. September 1, 2007.
Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 6, eff. September 1, 2007.