(a) A state bank may not reduce or increase its outstanding capital and surplus through dividend, redemption, issuance of shares, or otherwise, without the prior written approval of the banking commissioner, except as permitted by this section or rules adopted under this subtitle.
(b) Unless restricted by rule, prior written approval is not required for an increase in capital and surplus accomplished through:
(1) issuance of shares of common stock for cash, or a cash contribution to surplus by shareholders that does not result in issuance of additional common stock or other securities;
(2) declaration and payment of pro rata share dividends as defined by the Business Organizations Code; or
(3) adoption by the board of a resolution directing that all or part of undivided profits be transferred to capital or surplus.
(c) Prior approval is not required for:
(1) a decrease in capital or surplus caused by losses in excess of undivided profits; or
(2) a change in capital and surplus resulting from accounting adjustments required by a transaction approved by the banking commissioner if the accounting adjustments are reasonably disclosed in the submitted application.
Official text of the Texas Finance Code as published by the Texas Legislative Council.