Application For Registration Of An Out-Of-State Financial Institution {309}

Form 309--General Information (Application for Registration of an Out-of-State Financial Institution) The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary 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. Section 201.102 of the Texas Finance Code requires an outof-state financial institution to comply with the law of this state relating to foreign corporations transacting business in the state before operating a branch or other office in this state. The applicable law is the Texas Business Organizations Code (BOC). In this regard, the out-of-state financial institution is required to file an application for registration 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 in Texas. Should the out-of-state financial institution change its name as provided by the laws governing its formation, the institution will be required to file an amendment to its application for registration (Form 411). Out-of-state institutions may be subject to a state franchise tax. Contact the Texas Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-1381 for franchise tax information. For information on oversight by state agencies in Texas: 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 Department of Savings and Mortgage Lending, 2601 North Lamar Blvd., 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. Instructions for Form Item 1--Entity Name: Provide the full legal name of the financial institution as stated in the institution's formation document. Item 2--Federal Employer Identification Number: Enter the financial institution's federal employer identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 12-3456789) that is issued by the Internal Revenue Service (IRS). If the financial institution has not received its FEIN at the time of submission, this should be noted in item 2 on the application form. Item 3--Jurisdictional Information: The application must state the financial institution's jurisdiction of formation and the date of its formation in the format shown in the application. If the entity is formed under federal law of the United States, indicate the jurisdiction as "United States." Item 4--Institution Type: The application must indicate the type of financial institution seeking to register. Choose only one type. Form 309 1 American LegalNet, Inc. www.FormsWorkFlow.com  Item 5--Statement of Purpose: The application must state each business or activity that the entity proposes to pursue in Texas, which may be stated to be "any lawful business or activity under the law of this state." In addition, the application must contain a statement that the entity is authorized to pursue the same business or activity under the laws of the entity's jurisdiction of formation. Item 6--Certification of Existence: The application must contain a statement that the financial institution exists as a valid financial institution of the stated type under the laws of the financial institution's jurisdiction of formation. Item 7--Principal Office Address: Provide the street or mailing address of the principal office of the foreign entity. Item 8--Initial Registered Agent and Registered Office: A registered agent can be either (option A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. The financial institution cannot act as its own registered agent; do not enter the institution name as the name of the registered agent. Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person's written or electronic consent need not be submitted with the application for registration. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person's consent. (BOC § 5.207) Office Address Requirements: The registered office address must be located at a street address where service of process may be personally served on the entity's registered agent during normal business hours. Although the registered office is not required to be the entity's principal place of business, the registered office may not be solely a mailbox service or telephone answering service (BOC § 5.201). Item 9--Governing Persons: Provide the name and address of each person serving as part of the governing authority of the financial institution. Generally, this would be the board of directors or other group of persons who are entitled to manage and direct the affairs of the financial institution. A minimum of one governing person is required. Set forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D., Ph.D.). Please note that a document on file with the secretary of state is a public record that is subject to public access and disclosure. When providing address information for directors or governing persons, use a business or post office box address rather than a residence address if privacy concerns are an issue. Effectiveness of Filing: The application for registration becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days fro