TITLE 1. ADMINISTRATION

PART 3. OFFICE OF THE ATTORNEY GENERAL

CHAPTER 53. MUNICIPAL SECURITIES

SUBCHAPTER A. APPROVAL OF MUNICIPAL SECURITIES BY ATTORNEY GENERAL

The Office of the Attorney General (OAG) proposes amendments to §53.2 and §53.16 in Title 1 of the Texas Administrative Code (TAC), relating to the form of records and submission and approval of public finance transcripts. The proposed amendments are necessary to implement House Bill 4395, 89th Legislature, Regular Session, and serve the public interest.

EXPLANATION AND JUSTIFICATION OF RULES

During the 89th Regular Session (2025), the Legislature passed House Bill 4395 (H.B. 4395), effective January 1, 2026. H.B. 4395 amends Chapter 1202 of the Texas Government Code by adding Section 1202.0035, which requires (1) issuers of public securities to submit bond transcripts, including public securities, records or proceedings, credit agreements, and amendments thereto, to the OAG electronically and accompanied by an electronic signature, and (2) the OAG to deliver certain records related to the approval of those securities to the Texas Comptroller of Public Accounts (Comptroller) electronically and accompanied by an electronic signature. H.B. 4395 also requires the OAG to advise the proper legal authorities of the new statutory requirements and any other procedural changes to the submission and registration of public securities by December 1, 2025.

The proposed amendments to §53.2 and §53.16 establish the Texas Transcript Repository (TTR) system developed by the Comptroller in coordination with the Public Finance Division of the OAG (Division) as the database to which issuers will be required to submit and which will house records of proceedings (or transcripts) and related records. The proposed amendments also establish procedures and requirements for submission to the TTR system and make other changes consistent with the transition from paper to electronic records.

SECTION-BY-SECTION SUMMARY

Proposed amendments to §53.2 establish the TTR database, maintained by the Comptroller, as the location where issuers must file records of proceedings (or transcripts) and specify related formatting requirements. The proposed amendments eliminate formatting and submission requirements related to paper transcript submissions, renumber the subsections accordingly, and update language to align with plain language standards. The proposed amendments require that the transcripts be filed in an electronic format and accompanied by an electronic signature. Proposed §53.2(1) clarifies that "transcript" and "record of proceedings" are functionally interchangeable. It also requires each transcript to be submitted as a series of files in Portable Document Format (PDF), and each file name must begin with a unique sequential number followed by the title or a description of the document. Proposed §53.2(2) requires each transcript to contain a table of contents that lists, for each document, the title or description and the unique number from the file name assigned to that document. Proposed new §53.2(4) requires each line of each document to be entirely legible. Proposed new §53.2(5) requires the text of each document to be searchable. Proposed new §53.2(6) requires issuers to email the Division proof of payment of the required filing fee and, when appropriate, a table showing voted bond authorization in a specified format.

Proposed amendments to §53.16 conform references to the Division across the section. Proposed §53.16(a) clarifies that "transcript" and "record of proceedings" are functionally interchangeable. Proposed §53.16(e) requires all outstanding requirements for final approval and the final versions of documents originally submitted in unexecuted or uncertified form to be submitted in an electronic format and accompanied by an electronic signature via the TTR system. Proposed §53.16(f) provides that the Division will notify the Comptroller of approval of public securities. The proposed amendments eliminate submission requirements related to paper or fax submissions, renumber the subsections accordingly, and update language to align with plain language standards. Proposed §53.16(k) replaces the return of transcripts process with a cancellation for transcripts on file with the Division for six months with no action.

FISCAL IMPACT ON STATE AND LOCAL GOVERNMENTS

Leslie Brock, Chief of the Public Finance Division, has determined that for the first five-year period the proposed rules are in effect, enforcing or administering the rules does not have foreseeable implications relating to cost or revenues of state or local government.

PUBLIC BENEFIT AND COST NOTE

Ms. Brock has determined that for the first five-year period the proposed rules are in effect, the public benefit of electronic submission of transcripts through a designated database maintained by the state will be efficiency, consistency, and security due to state agencies not accessing transcripts through third-party file share sites.

There is no anticipated economic cost to persons required to comply with the rules as amended.

IMPACT ON LOCAL EMPLOYMENT OR ECONOMY

Ms. Brock has determined that the proposed rules do not have an impact on local employment or economies because the proposed rules only impact governmental bodies. Therefore, no local employment or economy impact statement is required under Texas Government Code §2001.022.

ECONOMIC IMPACT STATEMENT AND REGULATORY FLEXIBILITY ANALYSIS FOR SMALL BUSINESSES, MICRO-BUSINESSES, AND RURAL COMMUNITIES

Mr. Brock has determined that for each year of the first five-year period the proposed rules are in effect, there will be no foreseeable adverse fiscal impact on small business, micro-businesses, or rural communities as a result of the proposed rules.

Since the proposed rules will have no adverse economic effect on small businesses, micro-businesses, or rural communities, preparation of an Economic Impact Statement and a Regulatory Flexibility Analysis, as detailed under Texas Government Code §2006.002, is not required.

TAKINGS IMPACT ASSESSMENT

The OAG has determined that no private real property interests are affected by the proposed rules, and the proposed rules do not restrict, limit, or impose a burden on an owner's rights to the owner's private real property that would otherwise exist in the absence of government action. As a result, the proposed rules do not constitute a taking or require a takings impact assessment under Texas Government Code §2007.043.

GOVERNMENT GROWTH IMPACT STATEMENT

In compliance with Texas Government Code §2001.0221, the OAG has prepared a government growth impact statement. During the first five years the proposed rules are in effect, the proposed rules:

- will not create a government program;

- will not require the creation or elimination of employee positions;

- will not require an increase or decrease in future legislative appropriations to the agency;

- will not lead to an increase or decrease in fees paid to a state agency;

- will create a new regulation;

- will not repeal an existing regulation;

- will not result in a decrease in the number of individuals subject to the rule; and

- will not positively or adversely affect the state's economy.

REQUEST FOR PUBLIC COMMENT

Written comments on the proposed rules may be submitted electronically to the OAG's Public Finance Division by email to OAGRuleCommentsCh53@oag.texas.gov, or by mail to Leslie Brock, Attn: Rule Comments, Office of the Attorney General, P.O. Box 12548, Austin, Texas 78711-2548. Comments will be accepted for 30 days following publication in the Texas Register.

To request a public hearing on the proposal, submit a request before the end of the comment period by email to OAGRuleCommentsCh53@oag.texas.gov, or by mail to Leslie Brock, Attn: Rule Comments, Office of the Attorney General, P.O. Box 12548, Austin, Texas 78711-2548.

STATUTORY AUTHORITY

The amendments to 1 TAC Chapter 53 are proposed pursuant to Texas Government Code §1202.0035, which requires electronic submission and delivery of public securities and related records.

CROSS-REFERENCE TO STATUTE.

These rules clarify Texas Government Code §§1202.003-0035. No other rule, regulation, or law is affected by the proposed rule amendments.

§53.2. Form of Records.

Records of proceedings or transcripts must [shall] be submitted to the Public Finance Division (Division) of the Office of the Attorney General in an electronic format and accompanied by an electronic signature via the Texas Transcript Repository system maintained by the Texas Comptroller of Public Accounts. All transcripts must [records of proceedings shall] conform to the following requirements:

(1) each transcript must [shall] be submitted as a series of files in Portable Document Format (PDF), and each file name must begin with a unique sequential number, followed by the title or a description of the document [in an appropriately sized expanding file folder];

(2) [ (3) ] each transcript must [ shall ] contain a table of contents that lists, for each document, the title or description and the unique number from the file name assigned to that document ;

(3) [ (5) ] each transcript must [ shall ] be arranged in chronological order or in some other consistent, logical arrangement that will permit an efficient review ; [ . ]

§ 53.16. Submission and Approval of Transcripts.

(a) Submitting Attorney. A record of proceedings or transcript must be submitted by an attorney licensed in Texas.

(b) Submission Deadlines. An issuer must submit its record of proceedings at least 10 working days prior to closing for traditional financings, and at least 12 working days prior to closing for nonprofit corporation or other conduit issuer financings. In the cover letter for the transcript submission, bond counsel must advise the [ Public Finance ] Division if [ of public securities requiring the delivery of ] an approving opinion is required earlier than the standard timeframe [ normally provided ] and must submit the record of proceedings a corresponding amount of additional time prior to the proposed closing date. These time periods may be increased with advance notice from the [ Public Finance ] Division in an All Bond Counsel Letter. Record of proceedings must be submitted in substantially final form. Preliminary or pro-forma proceedings will not be accepted for review without prior approval for good cause shown when the current [ Public Finance ] Division workload allows. Black-lined pages identifying changes must accompany any changed pages to the record of proceedings. An issuer's failure to submit a substantially complete record of proceedings prior to the expected release date of a preliminary approval letter under subsection (d) of this section may prevent the release of approved public securities by the proposed closing date.

(c) (No change.)

(d) Preliminary Approval Letters. No preliminary approval letter from the [ Public Finance ] Division should be expected until the end of the fifth working day preceding the date set for closing, or an earlier date as requested by bond counsel in writing, if the time requirements for an earlier approval date have been met. If the issuer fails to submit a substantially complete record of proceedings, the [ Public Finance ] Division may delay the release of the preliminary approval letter until such time as a substantially complete record of proceedings is received. After receipt by bond counsel of a preliminary approval letter relative to a given issue, bond counsel must [ shall ] supply a written response to any questions, enclosing, when requested, missing or substituted documentation. Intervening telephone discussion is welcome, and confirmation of any verbal waivers or modifications to the preliminary approval requirements should be included in the reply letter.

(e) Submission of Final Documents. Any outstanding requirements for final approval as well as the final versions of documents originally submitted in unexecuted or uncertified form, which must [ shall ] be executed as required by law, must be submitted in an electronic format and accompanied by an electronic signature via the Texas Transcript Repository system no later than three working days prior to closing. Exceptions to this requirement may be granted by the [ Public Finance ] Division for good cause, if the current workload allows.

(f) Registration of Public Securities. If all requirements have been satisfied, the Division will notify the Texas Comptroller of Public Accounts of approved public securities [ generally will be sent by the Public Finance Division to the Texas Comptroller of Public Accounts ] for registration two days prior to the proposed closing date.

(g) Approval of Certain Contracts. For a record of proceedings in which specific approval by the Office of the Attorney General of a contract providing revenue or security to pay the public security is required, the proceedings, including the contract, must be supplied in final and executed or certified form by the time of approval.

(h) [ (i) ] No Guarantee of Final Approval. Receipt of a preliminary approval letter does not constitute a guarantee of final approval of the public securities and should not be relied upon as such. Closings may be delayed if required documents are not timely filed or if there are unresolved legal issues. Furthermore, the Office of the Attorney General does not represent, assure or guarantee completion of transcript examination or the issuance of transcript approval by any specific date or time.

(i) [ (j) ] Calculation of Deadlines. For calculations under this section, the day of submission is counted if the record of proceedings is received by 3:00 p.m., but the day of closing is not counted. If bond counsel states that it is satisfactory for the public securities to be registered by the Texas Comptroller of Public Accounts the day before closing, then one day may be subtracted from the time requirements. If approval is requested a certain number of days prior to closing, then the time requirements are counted back from the requested approval day, not from closing.

(j) [ (k) ] Review of Forward Deliveries. An opinion for forward delivery public securities will not be delivered until shortly before the delivery date of the public securities. A preliminary approval letter will be provided, and subsequently, if requested, the reviewing attorney will confirm that all outstanding requirements have been satisfied, to the extent this has occurred. An extensive "settlement certificate" generally setting forth information of the nature required to be in general and no-litigation certificates and confirming that there have been no material changes made to the transcript previously reviewed by this office will be required before the opinion is given.

(k) [ (l) ] Cancellation of Submission. [ Return of Record of Proceedings. ] A record of proceedings on file with the [ Public Finance ] Division for six (6) months with no action will be canceled [ returned to bond counsel ]. Should any such proceedings be resubmitted, a new fee will be required.

The agency certifies that legal counsel has reviewed the proposal and found it to be within the state agency's legal authority to adopt.

Filed with the Office of the Secretary of State on December 1, 2025.

TRD-202504393

Justin Gordon

General Counsel

Office of the Attorney General

Earliest possible date of adoption: January 11, 2026

For further information, please call: (512) 475-3210