DECISION ON APPLICATION; ISSUANCE OF CERTIFICATE OF INCORPORATION

(a) The commissioner shall approve an application under this subchapter if the commissioner finds that: (1) the business of the financial institution that is to be reorganized or merged can be effectively continued under the articles of incorporation; and (2) the reorganization or merger is in the best interest of the public and the savers, depositors, creditors, and shareholders of the financial institution that is to be reorganized or merged. (b) If the commissioner approves an application under Subsection (a), the commissioner shall: (1) state findings under that subsection in writing; and (2) issue a certificate of incorporation. (c) Notwithstanding Section 92.353, the commissioner may approve an application to incorporate under this subchapter if the commissioner: (1) considers the institution to be reorganized or merged to be in an unsafe condition; and (2) finds from the application and all information submitted with the application that the reorganization or merger is in the best interest of the public and the savers, depositors, creditors, and shareholders of the institution that is to be reorganized or merged. (d) On issuance of the certificate of incorporation, the savings bank: (1) is a corporate body and a continuation of the former institution, subject to all its liabilities, obligations, duties, and relations; and (2) may exercise the powers of a savings bank. (e) In a merger, a shareholder of a capital stock financial institution has the same dissenter's rights as a shareholder of a domestic business corporation under the Texas Business Corporation Act.