ORS Chapter 713
Chapter 713 — Out-of-StateBanks and Extranational Institutions
2009 EDITION
OUT-OF-STATEBANKS AND EXTRANATIONAL INSTITUTIONS
FINANCIALINSTITUTIONS
713.010 Applicationof Bank Act to out-of-state banks and extranational institutions; powers ofout-of-state bank
713.016 Requirementsfor conducting banking business; deposit insurance
713.020 Certificateof authority to conduct banking business
713.025 Assetsrequirement for extranational institutions; type; amount
713.035 Failureto maintain required assets; notice to director; effect of deficiency
713.045 Distributionof assets of extranational institution by director after insolvency orliquidation
713.090 Reports;fees; examination and regulation
713.130 Nameof bank or institution
713.140 Contentsof application for certificate of authority; rules; authority to transactbusiness under other laws
713.150 Submissionof application; fee; issuance of certificate of authority
713.160 Transactionof business under certificate of authority
713.170 Registeredoffice, agent or representative
713.190 Serviceof process on agent; director as agent; fee
713.200 Deliveryof documents filed with Secretary of State; change of name or duration
713.210 Withdrawalfrom state
713.220 Applicationfor withdrawal; effect of filing
713.230 Revocationof certificate of authority
713.240 Procedurefor revocation of certificate of authority; restoration; reinstatement; fee
713.250 Limitson banks and institutions without certificates of authority
713.260 Mergeror consolidation
713.270 Out-of-statebank conducting banking business at a branch
713.280 Effectof laws of state or country in which out-of-state bank or extranationalinstitution is organized
713.290 Requirementsfor deposits at office of extranational institution
713.300 Out-of-statebank, extranational institution or foreign association; activities that do notconstitute transacting business in this state; filing statement with director;fee
713.990 Civilpenalties
713.010Application of Bank Act to out-of-state banks and extranational institutions;powers of out-of-state bank. (1) Every activity engaged in by everyout-of-state bank and extranational institution conducting a banking businessin this state is subject to all of the applicable provisions of the Bank Act.
(2)An out-of-state state bank that opens, occupies or maintains a branch in thisstate pursuant to and in accordance with the requirements of ORS 713.270 andthat has been issued a certificate of authority by the Director of theDepartment of Consumer and Business Services to conduct a banking business inthis state pursuant to ORS 713.020, and 713.140 to 713.160, shall have the samepowers to engage in any activity in this state as permitted to the out-of-statestate bank under the laws of its home state, except that an out-of-state statebank may not transact trust business in this state unless it complies with ORSchapter 709. When there is a conflict between the provisions of this chapterand the provisions of the laws of the home state of the out-of-state statebank, the laws of that home state control. [Amended by 1965 c.170 §2; 1967c.333 §1; 1973 c.797 §307; 1975 c.725 §8; 1979 c.88 §13; 1997 c.631 §283]
713.011 [1993 c.229 §14;repealed by 1997 c.631 §567]
713.012 [1973 c.797 §308;1975 c.725 §9; 1979 c.362 §1; 1981 c.192 §22; 1983 c.37 §22; 1987 c.445 §16;repealed by 1997 c.631 §567]
713.016Requirements for conducting banking business; deposit insurance. (1) Anout-of-state state bank shall not conduct banking business in this state unlessits insurable deposits are insured by the Federal Deposit Insurance Corporationand the out-of-state state bank has received a certificate of authority toconduct banking business pursuant to ORS 713.020 and 713.140 to 713.160.
(2)Unless it complies with the requirements of ORS 713.025, an extranationalinstitution shall not conduct banking business in this state. This subsectionand ORS 713.025 do not apply to any extranational institution having a branchoffice in this state and lawfully conducting banking business on December 31,1966. [1973 c.797 §309; 1975 c.725 §10; 1997 c.631 §286]
713.020Certificate of authority to conduct banking business. The Director ofthe Department of Consumer and Business Services shall issue to an out-of-statestate bank or extranational institution that applies and that complies with therequirements of this chapter a certificate of authority to transact business inthis state, provided for in ORS 713.140 to 713.160. [Amended by 1965 c.170 §3; 1973c.797 §310; 1975 c.725 §11; 1983 c.37 §23; 1987 c.197 §8; 1989 c.324 §55; 1991c.67 §190; 1997 c.631 §287]
713.025Assets requirement for extranational institutions; type; amount. (1) Except asprovided in subsection (4) of this section and ORS 713.300, every extranationalinstitution with one or more offices in this state shall deposit with theDirector of the Department of Consumer and Business Services in an officelocated in this state of another bank approved by the director under anagreement satisfactory to the director for the protection of depositors of theextranational institution, free and clear of all other liens and encumbrances,assets in an amount set forth in subsection (2) of this section of thefollowing types:
(a)Cash;
(b)Interest-bearing bonds, notes or obligations of the United States, includingthose of its agencies and instrumentalities, or bonds, notes or obligations forwhich the faith of the United States is pledged for the payment of theprincipal and interest;
(c)Bonds or other obligations of the State of Oregon, any county of this state orany incorporated city, town or school or port district of this state having apopulation of not less than 2,000 as shown by the last federal census, or bondsof any other state, any county, incorporated city, town or school or portdistrict therein having a population of not less than 25,000, as shown by thelast federal census, if:
(A)The bonds or obligations are issued in compliance with the constitution andlaws of the applicable state;
(B)The bonds or obligations are general obligations of the state, city, town orschool or port district issuing the bonds; and
(C)There has been no default in payment of either principal or interest on any ofthe general obligations of the state, county, incorporated city, town or schoolor port district for a period of five years preceding the date of the deposit;
(d)A surety bond issued by a surety company authorized to transact business inthis state and in a form approved by the director, under which the principaland surety indemnify the depositors and creditors of the extranationalinstitution against loss due to nonpayment by the extranational institution,including by reason of the failure of the extranational institution;
(e)An irrevocable letter of credit issued by an insured institution, as defined inORS 706.008, satisfactory to the director; or
(f)Any combination of cash, securities complying with subsection (1)(b) and (c) ofthis section, surety bonds complying with subsection (1)(d) of this section,and letters of credit complying with subsection (1)(e) of this section.
(2)The market value of the assets deposited pursuant to subsection (1) of thissection shall be not less than:
(a)Five percent of the total liabilities of the office including acceptances, butexcluding accrued expenses and amounts due to and other liabilities of offices,branches, agencies and subsidiaries of the extranational institution; or
(b)Such other amount as the director may determine to be necessary for theprotection of depositors and the public interest.
(3)The director shall determine the value of the assets maintained for thepurposes of this section and shall value marketable securities according toaccepted principles of accounting.
(4)The deposit requirements of subsection (1) of this section shall not apply toan office of an extranational institution that is an insured branch as definedin section 3(s) of the Federal Deposit Insurance Act (12 U.S.C. 1813(s)). [1975c.725 §3; 1997 c.631 §290; 1999 c.30 §5]
713.030 [Repealed by1973 c.797 §428]
713.035Failure to maintain required assets; notice to director; effect of deficiency. If at the closeof any banking day an extranational institution does not have on deposit theassets required to be maintained under ORS 713.025, the managing officer incharge of the office of the extranational institution shall immediately notifythe Director of the Department of Consumer and Business Services and the mainoffice of the extranational institution of the deficit. The extranationalinstitution shall have three banking days to eliminate the deficiency. If thedeficiency is not eliminated within the three-day period, the extranationalinstitution is prohibited from conducting banking business, making loans,issuing letters of credit or accepting drafts or bills of exchange and thedirector may revoke its certificate of authority. [1975 c.725 §4; 1997 c.631 §291]
713.040 [Repealed by1973 c.797 §428]
713.045Distribution of assets of extranational institution by director after insolvencyor liquidation.(1) If an extranational institution becomes insolvent or goes into voluntary orinvoluntary liquidation or cannot otherwise pay its deposit or otherliabilities, the Director of the Department of Consumer and Business Servicesmay take possession of the assets required to be deposited under ORS 713.025directly or through the appointment of a receiver, free of any liens and otherclaims. The assets shall be held by the director or receiver in trust.
(2)Unless the deposited assets are delivered to the Federal Deposit InsuranceCorporation as receiver, the amount available for distribution to thedepositors under subsection (1) of this section shall be allocated to thedepositors of the office pro rata to the extent of their deposits.
(3)Any additional deposited assets remaining after the distributions to depositorsprovided for in subsection (2) of this section shall be available fordistribution to the other creditors of the extranational institution inaccordance with ORS 711.530 to 711.570.
(4)As used in this section, the term “depositor” has the meaning given that termin ORS 711.515. [1975 c.725 §5; 1997 c.631 §292; 2007 c.71 §231]
713.050 [Amended by1973 c.797 §313; repealed by 1997 c.631 §567]
713.060 [Amended by1973 c.797 §314; 1974 s.s. c.15 §1; 1975 c.725 §12; 1979 c.88 §14; repealed by1997 c.631 §567]
713.070 [Amended by1973 c.797 §315; 1975 c.725 §13; repealed by 1997 c.631 §567]
713.080 [Amended by1973 c.797 §316; 1975 c.725 §14; 1981 c.192 §23; repealed by 1997 c.631 §567]
713.090Reports; fees; examination and regulation. (1) Every out-of-state statebank and every extranational institution conducting banking business in thisstate shall file reports under oath with the Director of the Department ofConsumer and Business Services in the form and giving the information thedirector may require.
(2)Every out-of-state state bank and extranational institution conducting bankingbusiness shall be subject to the fee provided in ORS 706.530 and to examinationand regulation in the manner provided in ORS 706.500. [Amended by 1973 c.797 §317;1975 c.725 §15; 1997 c.631 §293; 1999 c.59 §222]
713.100 [Amended by1973 c.797 §318; 1975 c.725 §16; repealed by 1997 c.631 §567]
713.110 [Amended by1973 c.797 §319; repealed by 1997 c.631 §567]
713.120 [1989 c.324 §57;repealed by 1997 c.631 §567]
713.130Name of bank or institution. (1) The Director of the Department ofConsumer and Business Services shall not issue a certificate of authority to anout-of-state state bank or extranational institution if the name of theout-of-state state bank or extranational institution does not conform to ORS707.075, except as provided in subsection (2) of this section.
(2)If the director determines that the name of the applicant out-of-state statebank or extranational institution is deceptively similar to the name of anotherfinancial institution conducting a banking business in this state, the directorshall not issue a certificate of authority to the applicant unless theout-of-state state bank or extranational institution states the corporate nameon the application for a certificate of authority under ORS 713.140 (1)(a) andin the filings required by ORS 713.140 (3) as “_________(name under whichorganized), an institution of ________ (place of organization),” the entiretyof which shall be the “real and true name” of the out-of-state state bank orextranational institution under ORS chapter 648.
(3)Nothing contained in this section shall preclude an out-of-state state bank orextranational institution from transacting business under one or more assumedbusiness names, if the names meet the requirements of subsection (1) of thissection, unless the director determines that the names will be confusinglysimilar to any financial institution, corporate, professional corporate,nonprofit corporate, cooperative, limited liability company, limitedpartnership, business trust, reserved or registered name currently on file withthe Secretary of State or Director of the Department of Consumer and BusinessServices, or an assumed business name registered as provided in ORS 648.010.The name designated under this section shall be accorded the same legal effectunder ORS 707.075 and ORS chapters 647 and 648 as the name of an Oregon statebank. Issuance of the certificate of authority shall not abrogate or limit thelaw as to unfair competition or unfair trade practices or derogate from thecommon law, the principles of equity or the statutes of this state or of theUnited States with respect to the right to acquire and protect trade names,trademarks and service marks. [1989 c.324 §58; 1997 c.631 §294]
713.140Contents of application for certificate of authority; rules; authority totransact business under other laws. (1) To procure a certificate ofauthority to conduct banking business in this state, an out-of-state state bankor extranational institution shall apply to the Director of the Department ofConsumer and Business Services. The application shall state:
(a)The name as designated under ORS 713.130.
(b)The state or country under the laws of which the out-of-state state bank orextranational institution was organized.
(c)The date of organization.
(d)The period of duration of the out-of-state state bank or extranationalinstitution, if the duration is not perpetual.
(e)A mailing address to which the director may send notices.
(f)The address of the main office of the out-of-state state bank or extranationalinstitution in the state or country under the laws of which it is organized.
(g)Unless the out-of-state state bank or extranational institution is acorporation, limited partnership, limited liability company or business trust,the street address of the proposed registered office of the institution in thisstate, and the name of its proposed registered agent, who shall be amenable toservice of process at the address.
(h)The names and respective addresses of the president and secretary of theout-of-state state bank or extranational institution.
(i)Any additional information that the director may by rule require.
(2)The director may prescribe and furnish forms for the application. The presidentor a vice president and secretary or an assistant secretary of the out-of-statestate bank or extranational institution shall sign the application.
(3)The out-of-state state bank or extranational institution shall also take thesteps necessary to become authorized to transact business:
(a)If a corporation, as a foreign corporation under ORS chapter 60;
(b)If a limited partnership, as a foreign limited partnership under ORS chapter70;
(c)If a limited liability company, as a foreign limited liability company underORS chapter 63; or
(d)If a business trust, as a business trust under ORS 128.560 to 128.600.
(4)If the out-of-state state bank is an unincorporated company, partnership orassociation, it shall register its name as an assumed business name as providedin ORS chapter 648. [1989 c.324 §59; 1997 c.631 §295]
713.150Submission of application; fee; issuance of certificate of authority. (1) Theout-of-state state bank or extranational institution shall submit theapplication for a certificate of authority, together with an application fee of$500, to the Director of the Department of Consumer and Business Services forfiling. The out-of-state state bank or extranational institution shall alsodeliver with the completed application a certificate of existence or a documentof similar import, duly authenticated by the official with custody of recordsin the state or country under whose law it is organized and a copy of thedocuments filed to comply with ORS 713.140 (3) evidencing filing of suchdocuments by the Secretary of State.
(2)If the director finds that such application conforms to this chapter, thedirector, when all fees and charges have been paid, shall issue and return tothe sender a certificate of authority to conduct banking business in this statewith the copy of the filed application. [1989 c.324 §60; 1997 c.631 §296]
713.160Transaction of business under certificate of authority. Upon theissuance of a certificate of authority by the Director of the Department ofConsumer and Business Services, the out-of-state state bank or extranationalinstitution shall be authorized to conduct a banking business in this state,subject, however, to the right of this state to suspend or revoke the authorityas provided in ORS 713.230. [1989 c.324 §61; 1997 c.631 §297]
713.170Registered office, agent or representative. Each out-of-state state bank andeach extranational institution authorized to conduct banking business in thisstate shall have and continuously maintain in this state:
(1)A registered office that may be, but need not be, the same as its place ofbusiness in this state.
(2)A registered agent or authorized representative, in compliance with therequirements imposed by ORS 713.140 (3). [1989 c.324 §62; 1997 c.631 §298]
713.180 [1989 c.324 §63;repealed by 1997 c.631 §567]
713.190Service of process on agent; director as agent; fee. (1) Theregistered agent appointed by an out-of-state state bank or extranationalinstitution authorized to transact business in this state shall be an agent ofsuch institution upon whom any process, notice or demand required or permittedby law to be served upon the institution may be served.
(2)The Director of the Department of Consumer and Business Services shall be anagent of an out-of-state state bank or extranational institution upon whom anyprocess, notice or demand may be served, if:
(a)The out-of-state state bank or extranational institution is authorized toconduct banking business in this state, and:
(A)It fails to appoint or maintain a registered agent in this state;
(B)Its registered agent cannot with reasonable diligence be found at theregistered office;
(C)Its certificate of authority has been suspended or revoked; or
(D)It is an unincorporated company, partnership or association;
(b)The out-of-state state bank or extranational institution is conducting bankingbusiness in this state without the authorization provided by this chapter;
(c)The out-of-state state bank or extranational institution has been authorized toconduct banking business in this state and has withdrawn and consented toservice on the director as prescribed in this chapter; or
(d)The out-of-state state bank or extranational institution has conducted bankingbusiness in this state without the authorization to do so, has ceased toconduct banking business and has become subject to service on the director asprescribed in this chapter.
(3)Except as provided in subsection (4) of this section, service on the directorof any such process, notice or demand shall be made by:
(a)Service on the director or a clerk on duty in any office of the director of acopy of the process, notice or demand with any papers required by law to bedelivered in connection with the service, or by mailing to the director a copyof the process, notice or demand by certified or registered mail, and a $2 feefor each document being served; or
(b)Transmittal by the person instituting the proceedings of notice of the serviceon the director and a copy of the process, notice or demand and accompanyingpapers to the out-of-state state bank or extranational institution being servedby certified or registered mail:
(A)At the last-registered office of the out-of-state state bank or extranationalinstitution as shown by the records of the director;
(B)At such address, the use of which the person initiating the proceedings knowsor, on the basis of reasonable inquiry, has reason to believe is most likely toresult in actual notice; and
(C)Filing with the appropriate court or other body, as part of the return ofservice, the return receipt of mailing and an affidavit of the personinitiating the proceedings stating compliance with this section.
(4)When the out-of-state state bank or extranational institution that is beingserved with the process, notice or demand is not authorized to conduct bankingbusiness in this state and was not authorized to conduct banking business inthis state at the time the transaction, event or occurrence upon which the suitor proceeding is based occurred, service shall be made in the same manner asprovided in subsection (3) of this section, except that the copy of theprocess, notice or demand shall be sent forthwith by registered or certifiedmail by the plaintiff or the attorney of the plaintiff to the principal officeor place of business of the out-of-state state bank or extranationalinstitution, instead of the last-registered office of the out-of-state statebank or extranational institution.
(5)The director shall keep a record of all processes, notices and demands servedupon the director under this section.