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-139a - (Formerly Sec. 36a-252a). Conversion of uninsured banks and trust banks.
(a) Any uninsured bank or any trust bank may, upon the approval of the commissioner, convert to a Connecticut bank that is authorized to accept retail deposits and operate without the limitations provided in subdivisions (2) and (3) of subsection (t) and subsection (u) of section 36a-70 and subsection (b) of section 36a-250.
(b) 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 subsection (c) of this section.
(c) The proposed 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 the favorable vote of not less than two-thirds of the holders of each class of the converting bank's capital stock, if any, or in the case of a converting mutual bank, the corporators thereof, cast at a meeting called to consider such conversion.
(d) Any shareholder of a capital stock Connecticut bank that proposes to convert under this section, who, on or before the date of the shareholders' meeting to vote on such conversion, objects to the conversion by filing a written objection with the secretary of such bank may, within ten days after the effective date of such conversion, make written demand upon the bank for payment of such shareholder's stock. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder that asserts appraisal rights with respect to the merger of two or more capital stock Connecticut banks.
(e) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting bank has complied with all applicable provisions of law; (2) the converting bank has equity capital of at least five million dollars; (3) the converting bank has received satisfactory ratings on its most recent safety and soundness examination; (4) the proposed conversion will serve the public necessity and convenience; and (5) the converting bank will provide adequate services to meet the banking needs of all community residents, including low-income residents and moderate-income residents to the extent permitted by its charter, in accordance with a plan submitted by the converting bank to the commissioner, in such form and containing such information as the commissioner may require. Upon receiving any such plan, the commissioner shall make the plan available for public inspection and comment at the Department of Banking and cause notice of its submission and availability for inspection and comment to be published in the department's weekly bulletin. With the concurrence of the commissioner, the converting bank shall publish, in the form of a legal advertisement in a newspaper having a substantial circulation in the area, notice of such plan's submission and availability for public inspection and comment. The notice shall state that the inspection and comment period will last for a period of thirty days from the date of publication. The commissioner shall not make such determination until the expiration of the thirty-day period. In making such determination, the commissioner shall, unless clearly inapplicable, consider, among other factors, whether the plan identifies specific unmet credit and consumer banking needs in the local community and specifies how such needs will be satisfied, provides for sufficient distribution of banking services among branches or satellite devices, or both, located in low-income neighborhoods, contains adequate assurances that banking services will be offered on a nondiscriminatory basis and demonstrates a commitment to extend credit for housing, small business and consumer purposes in low-income neighborhoods.
(f) 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 bank shall cease to be an uninsured bank subject to the provisions of subdivisions (2) and (3) of subsection (t) and subsection (u) of section 36a-70, or a trust bank, subject to the limitations provided in subsection (u) of section 36a-70 and subsection (b) of section 36a-250, and shall be a Connecticut bank subject to all of the requirements and limitations and possessed of all rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to its type of Connecticut bank. Such 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 filing with the Secretary of the State and with the town clerk, all of the assets, business and good will of the converting bank shall be transferred to and vested in such Connecticut bank 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. Such Connecticut bank shall be subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, and to perform all such duties in the same manner and to the same extent as if the Connecticut bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the converting bank and all liens upon the property of such bank shall be preserved unimpaired and the Connecticut bank shall be 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.
(g) The persons named as directors in the amended certificate of incorporation shall be the directors of such 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.
(h) No such Connecticut bank resulting from the conversion of an uninsured bank may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the converting bank.
(i) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such Connecticut bank, provided, any franchise tax paid by the converting bank shall be subtracted from any amount owed under this subsection.
(P.A. 99-158, S. 8; P.A. 01-10, S. 6; 01-183, S. 9, 11; P.A. 02-47, S. 17; P.A. 04-136, S. 6.)
History: P.A. 01-10 made a technical change in Subsec. (f); P.A. 01-183 added language re Connecticut banks that function solely in a fiduciary capacity in Subsecs. (a) and (f), added reference to Sec. 36a-250(b) in Subsec. (a), replaced references to expansion of powers with references to conversion throughout and made conforming and technical changes throughout, effective July 6, 2001; P.A. 02-47 amended Subsecs. (b), (c), (f) and (g) by adding provisions re amended certificate of incorporation and amended Subsec. (d) by replacing “who dissents from” with “that asserts appraisal rights with respect to”; Sec. 36a-252a transferred to Sec. 36a-139a in 2003; P.A. 04-136 amended Subsecs. (a) and (f) to substitute trust bank for Connecticut bank organized to function or that functions solely in a fiduciary capacity, to insert references to Sec. 36a-70(u) and to make technical changes, effective May 12, 2004.
