Statutes > Illinois Statutes > CHAPTER 205 FINANCIAL REGULATION > 205 ILCS 10/ Illinois Bank Holding Company Act of 1957.

205 ILCS 10/ Illinois Bank Holding Company Act of 1957.

    (205 ILCS 10/1) (from Ch. 17, par. 2501)
    Sec. 1. It is held to be in the public interest that competition prevail in the banking system, and that banking services be expanded, and to those ends that bank holding companies be permitted to operate within this State, but that the independence of unit banks be protected.
(Source: P.A. 82‑21.)

    (205 ILCS 10/2) (from Ch. 17, par. 2502)
    Sec. 2. Unless the context requires otherwise:
    (a) "Bank" means any national banking association or any bank, banking association or savings bank, whether organized under the laws of Illinois, another state, the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands, which (1) accepts deposits that the depositor has a legal right to withdraw on demand by check or other negotiable order and (2) engages in the business of making commercial loans. "Bank" does not include any organization operating under Sections 25 or 25 (a) of the Federal Reserve Act, or any organization which does not do business within the United States except as an incident to its activities outside the United States or any foreign bank.
    (b) "Bank holding company" means any company that controls or has control over any bank or over any company that is or becomes a bank holding company by virtue of this Act.
    (c) "Banking office" means the principal office of a bank, any branch of a bank, or any other office at which a bank accepts deposits, provided, however, that "banking office" shall not mean:
        (1) unmanned automatic teller machines, point of
     sale terminals or other similar unmanned electronic banking facilities at which deposits may be accepted; or
        (2) offices located outside the United States.
    (d) "Cause to be chartered", with respect to a specified bank, means the acquisition of control of such bank prior to the time it commences to engage in the banking business.
    (e) "Commissioner" means the Commissioner of Banks and Real Estate or a person authorized by the Commissioner, the Office of Banks and Real Estate Act, or this Act to act in the Commissioner's stead.
    (f) "Community" means the contiguous area served by the banking offices of a bank, but need not be limited or expanded to conform to the geographic boundaries of units of local government.
    (g) "Company" means any corporation, business trust, voting trust, association, partnership, joint venture, similar organization or any other trust unless by its terms it must terminate within 25 years or not later than 21 years and 10 months after the death of individuals living on the effective date of the trust, but shall not include (1) an individual or (2) any corporation the majority of the shares of which are owned by the United States or by any state or any corporation or community chest fund, organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, no part of the net earnings of which inure to the benefit of any private shareholder or individual and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation.
    (h) A company "controls or has control over" a bank or company if (1) it directly or indirectly owns or controls or has the power to vote, 25% or more of the voting shares of any class of voting securities of such bank or company or (2) it controls in any manner the election of a majority of the directors or trustees of such bank or company or (3) a trustee holds for the benefit of its shareholders, members or employees, 25% or more of the voting shares of such bank or company or (4) it directly or indirectly exercises a controlling influence over the management or policies of such bank or company that is a bank holding company and the Board of Governors of the Federal Reserve System has so determined under the federal Bank Holding Company Act. In determining whether any company controls or has control over a bank or company: (i) shares owned or controlled by any subsidiary of a company shall be deemed to be indirectly owned or controlled by such company; (ii) shares held or controlled, directly or indirectly, by a trustee or trustees for the benefit of a company, the shareholders or members of a company or the employees (whether exclusively or not) of a company, shall be deemed to be controlled by such company; and (iii) shares transferred, directly or indirectly, by any bank holding company (or by any company which, but for such transfer, would be a bank holding company) to any transferee that is indebted to the transferor or that has one or more officers, directors, trustees or beneficiaries in common with or subject to control by the transferor, shall be deemed to be indirectly owned or controlled by the transferor unless the Board of Governors of the Federal Reserve System has determined, under the federal Bank Holding Company Act, that the transferor is not in fact capable of controlling the transferee. Notwithstanding the foregoing, no company shall be deemed to have control of or over a bank or bank holding company (A) by virtue of its ownership or control of shares in a fiduciary capacity arising in the ordinary course of its business; (B) by virtue of its ownership or control of shares acquired by it in connection with its underwriting of securities which are held only for such period of time as will permit the sale thereof upon a reasonable basis; (C) by virtue of its holding any shares as collateral taken in the ordinary course of securing a debt or other obligation; (D) by virtue of its ownership or control of shares acquired in the ordinary course of collecting a debt or other obligation previously contracted in good faith, until 5 years after the date acquired; or (E) by virtue of its voting rights with respect to shares of any bank or bank holding company acquired in the course of a proxy solicitation in the case of a company formed and operated for the sole purpose of participating in a proxy solicitation.
            (i) "Federal Bank Holding Company Act" means the
         federal Bank Holding Company Act of 1956, as now or hereafter amended.
    (j) "Foreign bank" means any company organized under the laws of a foreign country which engages in the business of banking or any subsidiary or affiliate of any such company, organized under such laws. "Foreign bank" includes, without limitation, foreign merchant banks and other foreign institutions that engage in banking activities usual in connection with the business of banking in the countries where such foreign institutions are organized or operating.
    (k) "Home state" means the home state of a foreign bank as determined pursuant to the federal International Banking Act of 1978.
    (l) "Illinois bank" means a bank:
        (1) that is organized under the laws of this State
     or of the United States; and
        (2) whose main banking premises is located in
     Illinois.
    (m) "Illinois bank holding company" means a bank holding company:
        (1) whose principal place of business is Illinois;
     and
        (2) that is not directly or indirectly controlled by
     another bank holding company whose principal place of business is a state other than Illinois or by a foreign bank whose Home State is a state other than Illinois.
    An out of state bank holding company that acquires control of one or more Illinois banks or Illinois bank holding companies pursuant to Sections 3.061 or 3.071 shall not be deemed an Illinois bank holding company.
    (n) "Main banking premises" means the location that is designated in a bank's charter as its main office and that is within the state in which the total deposits held by all of the banking offices of such bank are the largest, as shown in the most recent reports of condition or similar reports filed by such bank with state or federal regulatory authorities.
    (o) "Out of state bank" means a bank:
        (1) that is not an Illinois bank; and
        (2) whose main banking premises is located in a
     state other than Illinois.
    (p) "Out of state bank holding company" means a bank holding company:
        (1) that is not an Illinois bank holding company;
        (2) whose principal place of business is a state
     other than Illinois the laws of which expressly authorize the acquisition by an Illinois bank holding company of a bank or bank holding company in that state under qualifications and conditions which are not unduly restrictive, as determined by the Commissioner, when compared to those imposed by the laws of Illinois.
    (q) "Principal place of business" means, with respect to a bank holding company, the state in which the total deposits held by all of the banking offices of all of the bank subsidiaries of such bank holding company are the largest, as shown in the most recent reports of condition or similar reports filed by the bank holding company's bank subsidiaries with state or federal regulatory authorities.
    (r) "State" or "states" when used in this Act means any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands.
    (s) "Subsidiary", with respect to a specified bank holding company, means any bank or company controlled by such bank holding company.
(Source: P.A. 89‑508, eff. 7‑3‑96.)

    (205 ILCS 10/3.02) (from Ch. 17, par. 2505)
    Sec. 3.02. Unlawful acts; exceptions.
    (a) Except as otherwise provided in this Act, it shall be unlawful:
        (1) for any action to be taken that causes any
     company to become a bank holding company as defined in this Act with respect to any Illinois bank;
        (2) for any action to be taken that causes an
     Illinois bank to become a subsidiary of a bank holding company;
        (3) for any bank holding company to acquire direct
     or indirect ownership or control of any voting shares of an Illinois bank that possesses a charter issued by the Commissioner, unless the holding company complies with the change in control requirements set forth in Section 18 of the Illinois Banking Act;
        (4) for any bank holding company or subsidiary
     thereof other than a bank, to acquire all or substantially all of the assets of an Illinois bank;
        (5) for any bank holding company owning or
     controlling, as defined in this Act, an Illinois bank to merge or consolidate with any other bank holding company;
        (6) for any bank holding company with a ratio of
     total capital to total assets of less than 7%, as measured and applied in accordance with regulations of the Board of Governors of the Federal Reserve System in effect on the date of the filing of the application with the Board of Governors of the Federal Reserve System, to acquire direct or indirect ownership or control by purchase of stock, merger, consolidation, acquisition of assets or otherwise, of any Illinois bank or banks if the application for such acquisition is filed on or after July 1, 1986; provided that the total capital to total assets ratio requirements of this paragraph (6) and of the succeeding paragraph (7) shall be applicable only to a bank holding company which is directly acquiring such direct or indirect control of any Illinois bank or banks and shall not be applicable to any bank holding company of which the acquiring company is a subsidiary; or
        (7) for any bank holding company with a ratio of
     total capital to total assets equal to or in excess of 7% to acquire direct or indirect control by purchase of stock, merger, consolidation, acquisition of assets or otherwise, of any Illinois bank or banks where such acquisition would result in a reduction in such bank holding company's ratio of total capital to total assets to less than 7%, where such ratios are measured and applied in accordance with regulations of the Board of Governors of the Federal Reserve System in effect on the date of the filing of the application with the Board of Governors of the Federal Reserve System if the application for such acquisition is filed on or after July 1, 1986.

    (b) Notwithstanding subsection (a) of this Section, a transaction, occurrence or event which is described in paragraphs (1), (2), (4), and (5) of subsection (a) of this Section, and which does not result in a violation of Section 3.07 of this Act, shall not be unlawful if:
        (1) approval of the transaction, occurrence or event
     by the Board of Governors of the Federal Reserve System is not required by the terms of the federal Bank Holding Company Act; or
        (2) the transaction, occurrence or event:
            (A) has been approved by the Board of Governors
         of the Federal Reserve System by an order, ruling or regulation of that Board made under the federal Bank Holding Company Act, including an assessment of the applicant's record in meeting the convenience and needs of the communities it serves in accordance with the federal Community Reinvestment Act of 1977, and that order, ruling or regulation remains in effect; and
            (B) is carried out and occurs in compliance with
         all conditions or restrictions, if any, contained in an order, ruling or regulation of the Board of Governors of the Federal Reserve System referred to in the foregoing subparagraph (A).
(Source: P.A. 88‑546; 89‑567, eff. 7‑26‑96.)

    (205 ILCS 10/3.05) (from Ch. 17, par. 2508)
    Sec. 3.05. (Repealed).
(Source: Repealed by P.A. 88‑546.)

    (205 ILCS 10/3.06) (from Ch. 17, par. 2509)
    Sec. 3.06. (Repealed).
(Source: Repealed by P.A. 88‑546.)

    (205 ILCS 10/3.061) (from Ch. 17, par. 2509.01)
    Sec. 3.061. Any bank holding company which was registered with the Federal Reserve Board as a bank holding company as of December 31, 1981, and as of that date lawfully owned or controlled at least two Illinois banks or any Illinois bank holding company or companies may, on or after January 1, 1982, continue to own shares of such Illinois bank or banks or of such bank holding company or companies; acquire additional shares of such Illinois bank or banks; and, acquire control of, directly or indirectly, an existing Illinois bank or banks.
(Source: P.A. 84‑1123.)

    (205 ILCS 10/3.07) (from Ch. 17, par. 2510)
    Sec. 3.07. Except as authorized under Section 3.061 of this Act, no bank holding company other than an Illinois bank holding company, may control any Illinois bank or own more than 5% of the voting shares of any Illinois bank, unless: (a) such bank holding company acquired such control or voting shares under circumstances described in (A), (B), (C), (D) or (E) of subsection (h) of Section 2 of this Act; or (b) such bank holding company qualifies under the provisions of Section 3.071.
(Source: P.A. 84‑1123.)

    (205 ILCS 10/3.071) (from Ch. 17, par. 2510.01)
    Sec. 3.071. Out of state bank holding companies.
    (a) An out of state bank holding company may acquire ownership of more than 5% of the voting shares of or control of one or more Illinois banks or Illinois bank holding companies pursuant to a transaction, occurrence or event that is described in paragraphs (1) through (5) of subsection (a) of Section 3.02, provided the acquisition is made in accordance with Sections 3.02 and 3.07 of this Act in accordance with subsection (i) of this Section and provided the following conditions are met:
        (1) (Blank).
        (2) An out of state bank holding company seeking to
     acquire an Illinois bank or Illinois bank holding company pursuant to subsection (a) of Section 3.071 shall, if change in control of the bank is governed by Section 18 of the Illinois Banking Act, file with the Commissioner the application required by that Section containing information satisfactory to the Commissioner.
    (b) (Blank).
    (c) (Blank).
    (d) (Blank).
    (e) (Blank).
    (f) (Blank).
    (g) (Blank).
    (h) (Blank).
    (i) (1) An out of state bank holding company which
     directly or indirectly controls or has control over an Illinois bank that has existed and continuously operated as a bank for 5 years or less, may not cause the Illinois bank to merge with or into, or to have all or substantially all of the assets acquired by a bank that is an out of state bank.
        (2) For purposes of subsection (i)(1) of this
     Section, an Illinois bank that is the resulting bank following a merger involving an Illinois interim bank shall be considered to have been in existence and continuously operated during the existence and continuous operation of the Illinois merged bank. As used in this subsection (i)(2), the words "resulting bank" and "merged bank" shall have the meanings ascribed to those words in Section 2 of the Illinois Banking Act. As used in this subsection (i)(2), the words "interim bank" shall mean a bank which shall not accept deposits, make loans, pay checks, or engage in the general business of banking or any part thereof, and is chartered solely for the purpose of merging with or acquiring control of, or acquiring all or substantially all of the assets of an existing Illinois bank.
        (3) The provisions of subsection (i)(1) of this
     Section shall not apply to the merger or acquisition of all or substantially all of the assets of an Illinois bank:
            (i) if the merger or acquisition is part of a
         purchase or acquisition with respect to which the Federal Deposit Insurance Corporation provides assistance under Section 13(c) of the Federal Deposit Insurance Act; or
            (ii) if the Illinois bank is in default or in
         danger of default. As used in this subsection (i)(3)(ii), the words "in default" and "in danger of default" shall have the meaning ascribed to those words in Section 2 of the Illinois Banking Act; or
            (iii) if the bank with which the Illinois bank is
         being merged or that is acquiring all or substantially all of the assets of the Illinois bank has its main banking premises in a state that is deemed to be reciprocal with Illinois and would be eligible to establish a branch pursuant to Section 21.4 of the Illinois Banking Act.
(Source: P.A. 93‑965, eff. 8‑20‑04.)

    (205 ILCS 10/3.072) (from Ch. 17, par. 2510.02)
    Sec. 3.072. The Commissioner shall have the authority to examine an out of state bank holding company which has an application pending under paragraph (2) of subsection (a) of Section 3.071 and all of its bank subsidiaries and any out of state bank holding company which controls an Illinois bank or Illinois bank holding company and all such out of state bank holding company's bank subsidiaries. The Commissioner may enter into cooperative and reciprocal agreements with the bank regulatory authorities of any state for the periodic examination of such bank holding companies and may accept reports of examination and other reports from such authorities in lieu of conducting his own examinations and may provide to such authorities reports of examination of an Illinois bank holding company and its subsidiary Illinois bank or banks conducted by the Commissioner when such Illinois bank holding company has an application pending with or approved by the bank regulatory authorities of any state to acquire control of a bank whose main banking premises is located in another state or a bank holding company whose principal place of business is another state. The Commissioner may enter into joint actions with other regulatory bodies having concurrent jurisdiction or may enter into such other actions independently to carry out his responsibilities and assure compliance with the laws of this State.
(Source: P.A. 85‑298.)

    (205 ILCS 10/3.073) (from Ch. 17, par. 2510.03)
    Sec. 3.073. (Repealed).
(Source: P.A. 84‑1123. Repealed by P.A. 89‑208, eff. 9‑29‑95.)

    (205 ILCS 10/3.074) (from Ch. 17, par. 2510.04)
    Sec. 3.074. Powers; administrative review.
    (a) The Commissioner shall have the power and authority:
        (1) to promulgate reasonable procedural rules for
     the purposes of administering the provisions of this Act. The Commissioner shall specify the form of any application, report or document that is required to be filed with the Commissioner pursuant to this Act;
        (2) to issue orders for the purpose of administering
     the provisions of this Act and any rule promulgated in accordance with this Act;
        (3) to appoint hearing officers to execute any of
     the powers granted to the Commissioner under this Section for the purpose of administering this Act or any rule promulgated in accordance with this Act; and
        (4) to subpoena witnesses, to compel their
     attendance, to administer an oath, to examine any person under oath and to require the production of any relevant books, papers, accounts and documents in the course of and pursuant to any investigation or hearing being conducted or any action being taken by the Commissioner in respect to any matter relating to the duties imposed upon or the powers vested in the Commissioner under the provisions of this Act or any rule promulgated in accordance with this Act.
    (b) Whenever, in the opinion of the Commissioner, any director, officer, employee, or agent of any bank holding company or subsidiary or affiliate of that company shall have violated any law, rule, or order relating to that bank holding company or subsidiary or affiliate of that company, shall have obstructed or impeded any examination or investigation by the Commissioner, shall have engaged in an unsafe or unsound practice in conducting the business of that bank holding company or subsidiary or affiliate of that company, or shall have violated any law or engaged or participated in any unsafe or unsound practice in connection with any financial institution or other business entity such that the character and fitness of the director, officer, employee, or agent does not assure reasonable promise of safe and sound operation of the bank holding company, the Commissioner may issue an order of removal. If, in the opinion of the Commissioner, any former director, officer, employee, or agent of a bank holding company or subsidiary or affiliate of that company, prior to the termination of his or her service with that holding company or subsidiary or affiliate of that company, violated any law, rule, or order relating to that bank holding company or subsidiary or affiliate of that company, obstructed or impeded any examination or investigation by the Commissioner, engaged in an unsafe or unsound practice in conducting the business of that bank holding company or subsidiary or affiliate of that company, or violated any law or engaged or participated in any unsafe or unsound practice in connection with any financial institution or other business entity such that the character and fitness of the director, officer, employee, or agent would not have assured reasonable promise of safe and sound operation of the bank holding company, the Commissioner may issue an order prohibiting that person from further service with a bank holding company or subsidiary or affiliate of that company as a director, officer, employee, or agent.
    An order issued pursuant to this subsection shall be served upon the director, officer, employee, or agent. A copy of the order shall be sent to each director of the bank holding company affected by registered mail. The person affected by the action may request a hearing before the State Banking Board within 10 days after receipt of the order. The hearing shall be held by the State Banking Board within 30 days after the request has been received by the State Banking Board. The State Banking Board shall make a determination approving, modifying, or disapproving the order of the Commissioner as its final administrative decision. If a hearing is held by the State Banking Board, the State Banking Board shall make its determination within 60 days from the conclusion of the hearing. Any person affected by a decision of the State Banking Board under this subsection may have the decision reviewed only under and in accordance with the Administrative Review Law and the rules adopted pursuant thereto. A copy of the order shall also be served upon the bank holding company of which he is a director, officer, employee, or agent, whereupon he shall cease to be a director, officer, employee, or agent of that bank holding company.
    The Commissioner may institute a civil action against the director, officer, employee, or agent of the bank holding company, against whom any order provided for by this subsection has been issued, to enforce compliance with or to enjoin any violation of the terms of the order.
    Any person who has been the subject of an order of removal or an order of prohibition issued by the Commissioner under this subsection, subdivision (7) of Section 48 of the Illinois Banking Act, or Section 5‑6 of the Corporate Fiduciary Act may not thereafter serve as director, officer, employee, or agent of any holding company, State bank, or branch of any out‑of‑state bank, of any corporate fiduciary, as defined in Section 1‑5.05 of the Corporate Fiduciary Act, or of any other entity that is subject to licensure or regulation by the Commissioner or the Office of Banks and Real Estate unless the Commissioner has granted prior approval in writing.
    (c) All final administrative decisions of the Commissioner under this Act shall be subject to judicial review pursuant to provisions of the Administrative Review Law. For matters involving administrative review, venue shall be in either Sangamon County or Cook County.
(Source: P.A. 92‑483, eff. 8‑23‑01.)

    (205 ILCS 10/3.075)
    Sec. 3.075. Reliance on Commissioner. No bank holding company or other person shall be liable under this Act for any act done or omitted in good faith in conformity with any rule, interpretation, or opinion issued by the Commissioner of Banks and Real Estate, notwithstanding that after the act or omission has occurred, the rule, opinion, or interpretation upon which reliance is placed is amended, rescinded, or determined by judicial or other authority to be invalid for any reason.
(Source: P.A. 90‑161, eff. 7‑23‑97.)

    (205 ILCS 10/3.1) (from Ch. 17, par. 2510.1)
    Sec. 3.1. The Commissioner may appoint a suitable person or persons to make an examination of the affairs of any company that directly or indirectly owns or controls 25% or more of the voting shares of a State bank. A person so appointed shall not be a stockholder or officer or employee of any company which such person may be directed to examine, and shall have the power to make a thorough examination into all of the affairs of the company and in so doing to examine any of the officers or agents or employees thereof on oath and shall make a full and detailed report of the condition of such company. Such person shall require a current list of the stockholders of the company including the number of shares of stock held by and the address of each stockholder, to be furnished at the time of examination or at any time upon request of the Commissioner.
(Source: P.A. 90‑301, eff. 8‑1‑97.)

    (205 ILCS 10/3.08) (from Ch. 17, par. 2510a)
    Sec. 3.08. Acquisition of trust companies. Any bank holding company may own, acquire or control, directly or indirectly, a corporation which has been or shall be incorporated under the general corporation laws of this State for the purp