B17 - Application of Foreign Bank Corporation to Convert to Lower Level

APPLICATION OF A FOREIGN BANK CORPORATION

TO CONVERT AN EXISTING OFFICE TO A LOWER LEVEL OFFICE

IN THE STATE OF TEXAS

All information submitted to the Texas Department of Banking is presumed to be public

information unless it is deemed confidential under the Texas Open Records Act. Any document

in the application for which you request confidential treatment must be segregated and

reference the Texas Open Records Act exception supporting the request. Final determination as

to the confidentiality of any information will rest with the Banking Commissioner. Inquiries

concerning the preparation and filing of this or any other application with the Department

should be directed to the Corporate Activities Division of the Texas Department of Banking,

2601 North Lamar Boulevard, Austin, Texas 78705-4294 (512/475-1322).

TO: Banking Commissioner of Texas

Department of Banking

2601 North Lamar Boulevard

Austin, Texas 78705-4294

_______________________________________________________, a foreign bank corporation duly incorporated and

existing under the laws of _________________________, hereby makes application to convert

its existing license for a (specify which) foreign bank agency foreign bank branch to a

(specify which) foreign bank agency foreign bank representative office in the State of

Texas for the purpose of transacting such business as is authorized by the laws of the State of

Texas.

In support of this application the following information and schedules are submitted:

Include a non-refundable check made payable to the Texas Department of Banking for

the applicable filing fee prescribed in Title 7 of the Texas Administrative Code §15.2.

2. Address of principal office in country of domicile of the foreign bank corporation filing

the application.

3. The actual street and post office address of the converting foreign bank agency or

branch office.

Provide 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 and affairs at the

foreign bank agency or representative office.

5. Certified copy of a duly adopted resolution of (1) the Board of Directors of the foreign

bank corporation, or (2) managing director, or (3) other empowered executive

committee, evidencing its support of this application and evidencing the names and

titles of all persons authorized to sign and deliver this application and any related

documents, as well as certified incumbency certificates with regard to such persons.

6. A detailed financial statement of the foreign bank corporation as of a date not greater

than 360 days before the date of the application.

7. An authenticated copy of the foreign bank corporation's certificate of formation and

bylaws (or other equivalent constitutive documents). If these documents are in a

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Texas Department of Banking

language other than English, a translation of all such documents, under the oath of the

translator, must be attached to the authenticated copy.

8. 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 such 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, to the

effect that (1) the bank chartering agency in such country will not furnish such a

certificate and (2) that the foreign bank corporation h as complied with the laws of such

country.

9. Confirm that the applicant is and will remain in compliance with Section 201.102 of the

Texas Finance Code.

10. A statement indicating the extent to which the conversion of the foreign bank agency or

branch office will affect the needs of the community in which it is located.

11. Copies of any other applications filed with other state or federal agencies in connection

with the establishment of an agency or representative office.

12. Provide a description of the types of business to be conducted and the types of services

to be offered at the proposed agency or representative office. Comment on any

changes in business or services to be affected by the conversion. In addition, provide

details of a ny proposed deposit taking activities and, should the converting office be a

branch office currently accepting deposits from citizens or residents of the United

States, describe how such deposits are to be transferred or otherwise accommodated.

13. Describe any proposed management and staffing changes at the converted office.

14. Provide detailed comments and supporting information which indicates the conversion

from an existing agency or branch office will not be substantially detrimental to such

office’s depositors and creditors in this state.

15. If the entity will accept deposits, and public notice in a newspaper of general circulation

pertaining to such activity has not been previously made, then such public notice is

required pursuant to Section 204.115 of the Texas Finance Code and 7 TAC §15.5.

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Texas Department of Banking

_____________________________________

I certify that the preceding application and the attached supporting documents are true and

correct to the best of my knowledge.

(Foreign Bank Corporation)

(Name)

(Title)

Dated: ________________________

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Texas Department of Banking

_______________________________________

ACKNOWLEDGEMENT

City of ______________________, SS.:___________________________

Country of _______________________

On this ______ day of _____________________, ________, before me personally came

__________________________, to me known, who being by me duly sworn, deposes and says

that he/she resides at ___________________________________________________________;

that he/she is ________________________________ of _______________________________,

the foreign bank corporation described in the foregoing instrument; and that he/she executed

the foregoing instrument on behalf of such corporation with due authorization of the Board of

Directors of such corporation and as the act of such corporation and in his/her official capacity

as ____________________________ for such corporation.

[L.S.]

Title of Acknowledging Officer: _____________________________

Note: This acknowledgement may be made outside of the United States and its territories by a

minister, a commissioner, a charge d'affairs, a consul-general, a consul, a vice-consul, a

commercial agent, a vice-commercial agent, a deputy consul or a consular agent of the

United States, resident and accredited in the country where the acknowledgement is

made. The seal of his/her office or the seal of the consulate or legation to which he/she

is attached should be affixed.

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Texas Department of Banking