Sec. 36a-139a. (Formerly Sec. 36a-252a). Conversion of uninsured banks and trust banks.
Sec. 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.