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Out-of-State Financial Institution Application for Registration (Texas)

This form registers an out-of-state financial institution in Texas. The form registers the type of financial institution to be operated in Texas. The form provided here is simply a sample of what the actual Form 309 looks like.

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

OUT-OF-STATE FINANCIAL INSTITUTION APPLICATION FOR REGISTRATION

Pursuant to the provisions of section 201.102 of the Finance Code, the undersigned out-of-state financial institution hereby makes this application for registration to operate a branch or other office in Texas:

1. The name of the financial institution is __________________________

2. ____ A. The federal tax identification number is ___________________

____ B. The financial institution does not have a federal tax identification number at this time. Upon receipt of its federal tax identification number, the financial institution will notify the secretary of state of the number.

3. The financial institution was formed under the laws of ____________________ on _______________________. (Date of incorporation/organization) The financial institution is a: (check one)

____ bank
____ federal bank
____ savings bank
____ federal savings bank
____ savings and loan association
____ federal savings and loan association
____ credit union federal credit union
____ trust company

4. As of the date of execution of this application, the out-of-state financial institution certifies that it validly exists as a financial institution of the type designated in this application under the laws of the state or country of incorporation, formation, or organization.

5. The address of its principal office is _____________________________

6. The street address of its proposed registered office in Texas is (a P.O. Box is not sufficient.) _____________________________ and the name of its proposed registered agent in Texas at such address is _____________________________

7. The purpose or purposes the financial institution proposes to pursue in the transaction of business in Texas are _____________________________

8. The financial institution is authorized to pursue such purpose or purposes in the state or country under the laws of which it is incorporated or organized.

9. The names and respective addresses of its directors are:

NAME ___________________________
ADDRESS _________________________________
CITY ______________________________
STATE ____________________________
ZIP CODE ________________________

NAME ___________________________
ADDRESS _________________________________
CITY ______________________________
STATE ____________________________
ZIP CODE ________________________

10. The amount of its stated capital, if applicable, is $______________ (See instructions for definition of stated capital.)

11. The undersigned person certifies that the statements and information provided in this application are true and correct as of the date of execution indicated below. The undersigned also is on notice that a person commits an offense (classified as a Class A misdemeanor) under the provisions of the Texas Business Corporation Act and the Texas Non-Profit Corpration Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing.

Date: ___________________________
Name of Financial Institution ___________________________
By: ___________________________
Its Authorized Officer___________________________


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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An out-of-state financial institution means a bank, savings bank, savings association, savings and loan association, credit union or trust company that is not chartered under the laws of this state and that has its main or principal office in another state or country.

Section 201.102, Finance Code requires an out-of-state financial institution to comply with the law of this state relating to foreign corporations doing business in the state before operating a branch or other office in this state. In this regard, the out-of-state financial institution is required to register with the secretary of state and continuously maintain a registered agent and registered office address in Texas until the institution terminates or withdraws its registration to transact business. Should the out-of-state financial institution change its name as provided by the laws governing its formation, it will be required to file an amendment to its application for registration. (Form 411)

The attached copy of the form promulgated by the secretary of state is for your convenience; the format is mandatory. Before preparation of the application for registration, it is recommended that the services of an attorney be obtained to determine whether the activities of the financial institution require registration under section 201.102 of the Finance Code. The secretary of state does not issue interpretive opinions on whether an out-of-state financial institution is required to register.

All documents are to be submitted to: Secretary of State, Statutory Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 78711-3697. The delivery address is James Earl Rudder Building, 1019 Brazos, Austin, Texas 78701. For information concerning this form or filing requirements with the secretary of state, you may contact the office at (512) 463-5576, TDD: (800) 735-2989, FAX: (512) 463-5709. You also may direct e-mail inquiries to [email protected]. Additional forms and information may be obtained from our website at https://www.sos.state.tx.us.

Franchise tax information may be obtained from the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-1381. For other information: banks and trust companies may contact the Texas Department of Banking, Corporate Activities Division, 2601 North Lamar Blvd., Austin, Texas 78705 (512) 475-1300; savings and loan associations may contact the Savings and Loan Department, 2601 North Lamar, Ste. 201, Austin, Texas 78705 (512) 475-1350; and credit unions may contact the Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752 (512) 837-9236.

The following documents are necessary to complete the application for registration of an out-of-state financial institution:

1. Submit two copies of the application for registration. We will place one document on record and, if a duplicate copy has been provided for this purpose, return a file stamped copy to you for your files. An officer of the financial institution must sign the document. Prior to signing, please read the statements on this form carefully. A person commits an offense under the Texas Business Corporation Act and the Texas Non- Profit Corporation Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is Class A misdemeanor.

2. The filing fee for an application for registration is $750.00. (Tex. Bus. Corp. Act Ann. art. 10.01), for a financial institution, other than a credit union. The filing fee for a financial institution classified as a credit union is $25.00 (Tex. Non-Profit Corp. Act Ann. art. 9.03). Please submit a check or money order made payable to the secretary of state. The check or money order must be payable through a U.S. bank or other financial institution. Fees payable to the secretary of state may be paid with a current, valid Visa®, Discover®, or MasterCard®. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

IMPORTANT INFORMATION

Item 1: Provide the full legal name of the out-of-state financial institution as it appears in its organizational document and identify the type of financial institution. An out-of-state financial institution that regularly conducts business under a name that differs from the name in its formation document should file an assumed name certificate pursuant to Chapter 36 of the Texas Business & Commerce Code. (Form 503)

Item 2: Provide the federal tax identification number of the financial institution. If the financial institution has not yet obtained a federal tax identification number, check item 2B. Upon receipt of the federal tax identification number, the financial institution should notify the secretary of state of the federal tax identification number issued.

Item 3: Indicate the date of the institution's organization and the state, country, or territory in which the financial institution was incorporated, formed, or organized. Please identify the type of financial institution by checking the appropriate box.

Item 6: An agent must be an individual resident of this state; a domestic corporation, limited partnership, partnership, limited liability company, professional association, cooperative, or real estate investment trust; or a foreign entity registered with the secretary of state to transact business in Texas. The registered office address must be the business office address of the registered agent and must include a street address. A post office box or mailbox address is not acceptable. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. (Please note that the secretary of state may not be designated as the financial institution's agent. In addition, a financial institution may not serve as its own appointed agent.)

Item 10: STATED CAPITAL: The amount of the financial institution's stated capital should be specified in the application, if applicable to the financial institution. Stated capital must always be expressed in U.S. dollars. TBCA, article 1.01 A(17) defines "stated capital" as the sum of:

(a) par value of all shares of the corporation having a par value that have been issued;

(b) the consideration fixed by the corporation in the manner provided by law for all shares of the corporation without par value that have been issued, except such part of the consideration actually received therefor as may have been allocated to the capital surplus in a manner permitted by law; and

(c) such amounts not included in paragraphs (a) and (b) of this subsection as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sum as may have been effected in a manner permitted by law.

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