2019 Connecticut General Statutes
Title 36a - The Banking Law of Connecticut
Chapter 664c - Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Virtual Banking and Bank Holding Companies
Section 36a-137 - Conversion of a capital stock bank into another capital stock bank.
(a)(1) Any capital stock Connecticut bank or capital stock federal bank may convert into any other capital stock Connecticut bank or capital stock federal bank upon the approval of the conversion by the commissioner, provided this section does not apply to the conversion of a capital stock federal bank to another capital stock federal bank. The requirements of the commissioner's approval and subdivisions (3) to (5), inclusive, of this subsection do not apply to the conversion of a capital stock Connecticut bank into a national banking association.
(2) Any conversion pursuant to this section involving the conversion of or to a capital stock federal bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.
(3) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subdivision (4) of this subsection by the governing board and the shareholders.
(4) The plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and, in the case of a converting Connecticut bank, the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock cast at a meeting called to consider such conversion. In the case of a converting federal bank, the plan of conversion shall require any vote of shareholders prescribed by federal law.
(5) Any shareholder of a converting Connecticut bank is entitled to assert appraisal rights and to obtain payment of the fair value of such shareholder's shares under sections 33-855 to 33-872, inclusive.
(b) In any conversion under this section of a capital stock Connecticut bank to a capital stock federal bank other than a national banking association:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines (A) that the converting bank has complied with all applicable provisions of law, and (B) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations.
(2) After receipt of the commissioner's approval, the converting bank shall promptly file the approval with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon filing, and upon the receipt of all necessary approvals required under federal law, the converting bank ceases to be a capital stock Connecticut bank and becomes a capital stock federal bank. The converted bank shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.
(c) In any conversion under this section of a capital stock Connecticut bank to a national banking association, the converting bank shall: (1) File a notice of its intent to convert with the commissioner at the time it submits an application to convert with the Office of the Comptroller of the Currency; and (2) submit its charter, or a copy thereof, to the commissioner upon consummation of the conversion.
(d) In any conversion under this section involving the conversion to a capital stock Connecticut bank:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting bank has complied with all applicable provisions of law; (B) the converting bank has equity capital at least equal to the minimum equity capital for the organization of a Connecticut bank; (C) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (D) the proposed conversion will serve public necessity and convenience.
(2) After receipt of the commissioner's approval, the converting bank shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the converting bank shall cease to be the type of bank from which it converted and shall become a bank and trust company, capital stock savings bank or capital stock savings and loan association, as the case may be. The converted Connecticut bank shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such conversion, the converted Connecticut bank possesses all of the rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to the type of Connecticut bank into which it converted, and all of the assets, business and good will of the converting bank are transferred to and vested in it without any deed or instrument of conveyance, provided the converting bank may execute any deed or instrument of conveyance as is convenient to confirm such transfer. The converted Connecticut bank is subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if the converted Connecticut bank had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights of creditors of the converting bank and all liens upon the property of such bank are preserved unimpaired and the converted Connecticut bank is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting bank and whether made or created to take effect prior to or after the conversion.
(3) The persons named as directors in the amended certificate of incorporation shall be the directors of the converted Connecticut bank until the first annual election of directors after the conversion or until the expiration of their terms as directors, and shall have the power to take all necessary actions and to adopt bylaws concerning the business and management of such Connecticut bank.
(4) No such converted Connecticut bank shall exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such powers were legally exercised by the bank at the time of conversion.
(5) The franchise tax required to be paid by capital stock Connecticut banks on an increase of capital stock shall be paid upon the capital stock of any such converted Connecticut bank converting from a capital stock federal bank, the amount subject to such tax to be determined by deducting from the entire amount of such stock, the amount of the capital stock of the capital stock federal bank upon which such tax was paid during its existence as a capital stock Connecticut bank, if such capital stock federal bank came into existence by virtue of conversion from a capital stock Connecticut bank or by virtue of merger or consolidation of a capital stock Connecticut bank with a capital stock federal bank.
(e) Notwithstanding the provisions of subsection (a) of this section, no reorganized savings institution shall have the power to convert into a bank and trust company, capital stock savings bank or capital stock savings and loan association, as the case may be.
(P.A. 94-122, S. 65, 340; P.A. 98-260, S. 5; P.A. 01-183, S. 4, 11; P.A. 02-47, S. 9; P.A. 03-259, S. 12, 13.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 deleted Subsec. (a)(6) re public hearing and amended Subsecs. (b) and (c) by deleting requirement re approvals needed for deposit insurance from Subdiv. (1) and adding requirement for FDIC insurance prior to commencing business in Subdiv. (2) in both Subsecs. (Revisor's note: In Subsec. (a)(1), a reference to “subdivisions (3) to (6)” was changed editorially by the Revisors to “subdivisions (3) to (5)” to reflect the deletion of former Subdiv. (6) by P.A. 98-260); P.A. 01-183 made a technical change in Subsec. (b), added new Subsec. (c) re conversion of a capital stock Connecticut bank to a national banking association and redesignated existing Subsecs. (c) and (d) as Subsecs. (d) and (e), effective July 6, 2001; P.A. 02-47 amended Subsec. (a)(3) and (4) by adding amended certificate of incorporation in and (a)(5) by deleting provisions re objecting and dissenting shareholder and adding provision re assertion of appraisal rights and obtaining payment of fair value of shares, and amended Subsec. (d)(2) and (3) by adding provisions re amended certificate of incorporation; P.A. 03-259 amended Subsecs. (b)(1) and (d)(1) by adding new Subparas. (B) and (C), respectively, re anti-money-laundering activity and compliance, inserting Subpara. (A) designator in Subsec. (b)(1) and, in Subsec. (d)(1), redesignating existing Subpara. (C) as Subpara. (D).
