Table of Contents
Sec. 36a-125. (Formerly Sec. 36-193u). Merger and consolidation of Connecticut banks.
Sec. 36a-126. Merger and consolidation of Connecticut banks with federal banks.
Secs. 36a-127 to 36a-134.
Sec. 36a-135. Conversions of a mutual institution into another mutual institution.
Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to a capital
stock bank.
Sec. 36a-137. Conversion of a capital stock bank into another capital stock bank.
Sec. 36a-138. Conversion of a capital stock institution into a mutual institution.
Secs. 36a-139 to 36a-144.
Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile branches. Establishment, operation, closing, relocation and sale.
Secs. 36a-146 to 36a-154.
Sec. 36a-155. (Formerly Sec. 36-193b). Establishment and use of automated teller machines, satellite devices and point of sale terminals.
Sec. 36a-156. (Formerly Sec. 36-193c). Availability of machines, devices and terminals
for use by other banks and credit unions.
Sec. 36a-157. (Formerly Sec. 36-193d). Satellite device or point of sale terminal not
branch or office.
Sec. 36a-158. (Formerly Sec. 36-193f). Establishment and use of automated teller machines
and point of sale terminals by out-of-state banks and out-of-state credit unions.
Sec. 36a-159. (Formerly Sec. 36-193h). Transactions at point of sale terminals. Changes
in transactions permitted.
Secs. 36a-160 to 36a-169.
Sec. 36a-170. (Formerly Sec. 36-9ff). Home banking services. Automated teller machine,
satellite device, branch or office not deemed a home banking terminal.
Secs. 36a-171 to 36a-179.
Sec. 36a-180. (Formerly Sec. 36-418). Short title: Connecticut Bank Holding Company and
Bank Acquisition Act.
Sec. 36a-181. (Formerly Sec. 36-420). Organization of holding companies by capital stock
Connecticut banks.
Sec. 36a-182. (Formerly Sec. 36-421). Ownership of bank shares not to be considered as
transacting banking business.
Sec. 36a-183. (Formerly Sec. 36-422). Applicability and construction of sections 36a-180
to 36a-191, inclusive.
Sec. 36a-184. (Formerly Sec. 36-423). Acquisition of beneficial ownership of voting securities of banks and holding companies. Contents of acquisition statement. Registration
statement.
Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of
services, findings.
Sec. 36a-186. (Formerly Sec. 36-426). Injunction against unlawful offer or acquisition.
Seizure or sequestration of securities.
Sec. 36a-187. (Formerly Sec. 36-427). Administration and enforcement.
Sec. 36a-188. (Formerly Sec. 36-427a). Registration with commissioner. Reports and examinations.
Sec. 36a-189. (Formerly Sec. 36-428). Appeal from commissioner.
Sec. 36a-190. (Formerly Sec. 36-429). Excepted transactions.
Sec. 36a-191. (Formerly Sec. 36-430). Severability.
Sec. 36a-192. (Formerly Sec. 36-142aa). Reorganization of mutual savings banks and mutual
savings and loan associations into mutual holding companies.
Sec. 36a-193. (Formerly Sec. 36-142bb). Reorganized savings institutions. Minimum equity
capital requirement. Application. Certificate of authority.
Sec. 36a-194. (Formerly Sec. 36-142cc). Powers.
Sec. 36a-195. (Formerly Sec. 36-142dd). Issuance of preferred stock.
Sec. 36a-196. (Formerly Sec. 36-142ee). Issuance of common stock.
Sec. 36a-197. (Formerly Sec. 36-142ff). Conversion into stock holding company.
Sec. 36a-198. (Formerly Sec. 36-142gg). Regulations.
Sec. 36a-199. (Formerly Sec. 36-142hh). Exemption from real estate conveyance taxes.
Secs. 36a-200 to 36a-209.
Sec. 36a-210. (Formerly Sec. 36-30). Sale of assets.
Secs. 36a-211 to 36a-214.
Sec. 36a-215. (Formerly Sec. 36-22b). Powers re troubled banks and credit unions.
Sec. 36a-216. (Formerly Sec. 36-22). Powers in case of financial distress.
Sec. 36a-217. (Formerly Sec. 36-26). Establishment of maximum rate of dividends and interest. Regulations.
Sec. 36a-218. (Formerly Sec. 36-31). Order to make good impairment of capital. Application for appointment of receiver.
Sec. 36a-219. (Formerly Sec. 36-32). Restraining order. Appointment of conservator.
Sec. 36a-220. (Formerly Sec. 36-34). Application for injunction, receiver or conservator
in case of forfeited charter, fraud, unsafe business practices, dissipation of assets, insolvency or termination of FDIC insurance.
Sec. 36a-221. (Formerly Sec. 36-35). Appointment of receiver or conservator on petition
of shareholders.
Sec. 36a-222. Duties of receivers and conservators.
Sec. 36a-223. (Formerly Sec. 36-36). Commissioner to be receiver or conservator. Exceptions. Expenses. Appointment of agent. Powers.
Sec. 36a-224. (Formerly Sec. 36-37). Reorganization.
Sec. 36a-225. (Formerly Sec. 36-38). Limitation of time for presenting claims.
Sec. 36a-226. (Formerly Sec. 36-39). Inventory and appraisal; conversion of assets; compromise of claims.
Sec. 36a-227. (Formerly Sec. 36-40). Dissolution of attachments and levies. Posting of
notice of injunction or appointment of receiver.
Sec. 36a-228. (Formerly Sec. 36-40a). Termination of executory contracts.
Sec. 36a-229. (Formerly Sec. 36-41). Penalty for neglect or refusal to deliver books or
other property to receiver or conservator.
Sec. 36a-230. (Formerly Sec. 36-43). Claims not barred by statute of limitations against
receiver.
Sec. 36a-231. (Formerly Sec. 36-44). Statement to be filed with clerk of court. Duties of
clerk.
Sec. 36a-232. (Formerly Sec. 36-46). Creditor's application for order to receiver.
Sec. 36a-233. (Formerly Sec. 36-47). Funds and property not subject to foreign attachment.
Sec. 36a-234. (Formerly Sec. 36-48). Dissolution of injunction against receiver.
Sec. 36a-235. (Formerly Sec. 36-49). Fraudulent payments and conveyances in contemplation
of insolvency. Issuance or levy of execution before final judgment prohibited.
Sec. 36a-236. (Formerly Sec. 36-50). Final distribution of receivership accounts.
Sec. 36a-237. (Formerly Sec. 36-51). Marshaling of claims.
Sec. 36a-238. (Formerly Sec. 36-51a). Subrogation of Federal Deposit Insurance Corporation or successor agency.
Sec. 36a-239. (Formerly Sec. 36-52). Discharge of receiver or conservator.
Secs. 36a-240 to 36a-249.
MERGER AND CONSOLIDATION
Sec. 36a-125. (Formerly Sec. 36-193u). Merger and consolidation of Connecticut banks. (a) Except as provided in subsection (i) of this section, any two or more
Connecticut banks may, with the approval of the commissioner, merge or consolidate
into a single Connecticut bank. As used in this section, a "constituent temporary bank"
means a constituent Connecticut bank that has a temporary certificate of authority but
does not have a final certificate of authority to commence business, and a "constituent
final bank" means a constituent Connecticut bank that has a final certificate of authority
to commence business. Any plan of merger or consolidation approved by the commissioner shall specify whether the resulting bank shall operate as a bank and trust company,
or a capital stock or mutual savings bank or savings and loan association. Sec. 36a-126. Merger and consolidation of Connecticut banks with federal
banks. (a)(1) Except as provided in this subsection, any one or more Connecticut banks
may merge or consolidate with one or more federal banks, the resulting bank to continue
business as a Connecticut bank, in accordance with the provisions of section 36a-125
governing the merger and consolidation of two or more Connecticut banks. No such
merger or consolidation shall take place if: (A) It involves the acquisition of a bank that
has not been in existence and continuously operating for at least five years, unless the
commissioner waives this requirement; or (B) the resulting Connecticut bank, including
all depository institutions which are affiliates of the resulting Connecticut bank, upon
consummation of the merger or consolidation, would control thirty per cent or more of
the total amount of deposits of insured depository institutions in this state, unless the
commissioner permits a greater percentage of such deposits. Any such constituent federal bank shall be considered a constituent bank for purposes of compliance with section
36a-125, except that with respect to any provision therein governing corporate procedure, including the rights of dissenting members or shareholders, if any, such constituent
federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States
concerning the merger and consolidation of federal banks with state banks, the resulting
bank to continue business under a state charter. Secs. 36a-127 to 36a-134. Reserved for future use. Sec. 36a-135. Conversions of a mutual institution into another mutual institution. (a) (1) Any mutual savings bank, federal mutual savings bank, mutual savings and
loan association, or federal mutual savings and loan association may convert into a
mutual savings bank, federal mutual savings bank, mutual savings and loan association,
or federal mutual savings and loan association, in accordance with the provisions of this
section and any regulations the commissioner may adopt in accordance with chapter 54
as are necessary to allow such conversions on an equitable basis, provided this section
does not apply to the conversion of a mutual federal bank into another mutual federal
bank. Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to
a capital stock bank. (a) As used in this section: (1) "Eligible account holder" means
any person holding a qualifying deposit; (2) "deposit account" means a deposit account,
as defined in subdivision (19) of section 36a-2, but does not include an escrow account
established pursuant to section 49-2a; (3) "qualifying deposit" means a deposit in a
deposit account held on the eligibility record date. The amount of the qualifying deposit
of an eligible account holder shall be the total of the deposit balances in the eligible
account holder's deposit accounts in the converting institution as of the close of business
on the eligibility record date. Sec. 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. Sec. 36a-138. Conversion of a capital stock institution into a mutual institution. (a) With the approval of the commissioner, any capital stock bank may convert
into a mutual bank, in accordance with the provisions of this section and any regulations
that the commissioner may adopt hereunder, provided this section does not apply to the
conversion of a capital stock federal bank into a mutual federal bank. Secs. 36a-139 to 36a-144. Reserved for future use. Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile
branches. Establishment, operation, closing, relocation and sale. (a) As used in this
section: Secs. 36a-146 to 36a-154. Reserved for future use. Sec. 36a-155. (Formerly Sec. 36-193b). Establishment and use of automated
teller machines, satellite devices and point of sale terminals. (a) One or more banks,
Connecticut credit unions or federal credit unions may establish, and use on a transaction
fee basis, automated teller machines that are not satellite devices within this state, and
use on a transaction fee basis automated teller machines that are not satellite devices
located within this state or established outside this state. One or more banks, Connecticut
credit unions or federal credit unions may establish satellite devices within this state
and one or more banks, Connecticut credit unions or federal credit unions may use on
a transaction fee basis satellite devices located within this state or established outside
this state. Any bank, Connecticut credit union or federal credit union may establish and
use point of sale terminals. Nothing in this chapter shall prohibit the establishment or
use of a point of sale terminal located within this state by a commercial establishment
located within this state. Sec. 36a-156. (Formerly Sec. 36-193c). Availability of machines, devices and
terminals for use by other banks and credit unions. (a) One or more banks, Connecticut credit unions or federal credit unions which have established a satellite device or
point of sale terminal shall make the satellite device or point of sale terminal available
on a nondiscriminatory basis for use by any other bank, Connecticut credit union or
federal credit union, upon payment by each such other bank or credit union of a reasonably proportionate share of all acquisition, installation and operating costs of the satellite
device or point of sale terminal. The satellite device or point of sale terminal shall identify
with equal prominence all of the banks, credit unions or network systems which use the
satellite device or point of sale terminal. Sec. 36a-157. (Formerly Sec. 36-193d). Satellite device or point of sale terminal
not branch or office. A satellite device or point of sale terminal is not considered a
branch or office for any purpose under this title. Sec. 36a-158. (Formerly Sec. 36-193f). Establishment and use of automated
teller machines and point of sale terminals by out-of-state banks and out-of-state
credit unions. (a) Except as provided in subsection (b) of this section, no out-of-state
bank or out-of-state credit union may directly or indirectly establish or use an automated
teller machine or point of sale terminal in this state. This prohibition does not apply to
an out-of-state bank or out-of-state credit union that is authorized under the laws of this
state or federal law to accept deposits within this state. Sec. 36a-159. (Formerly Sec. 36-193h). Transactions at point of sale terminals.
Changes in transactions permitted. At such time as national banking associations
having their main offices in this state are permitted to establish and use point of sale
terminals, or other functionally equivalent devices, for transactions not permitted to be
conducted at point of sale terminals, all banks, Connecticut credit unions and federal
credit unions shall have the same powers permitted national banking associations with
respect to the use of point of sale terminals or other functionally equivalent devices,
provided the commissioner authorizes such use. Secs. 36a-160 to 36a-169. Reserved for future use. Sec. 36a-170. (Formerly Sec. 36-9ff). Home banking services. Automated
teller machine, satellite device, branch or office not deemed a home banking terminal. (a) As used in this section, "home banking services" means the electronic transfer
of funds or information, or the performance of other permissible banking services or
transactions for a customer by means of a home banking terminal; and "home banking
terminal" means any electronic home or office terminal, including, but not limited to,
a computer terminal, television, telephone, facsimile machine or other electronic device,
that is not accessible to the public and does not accept deposits. Secs. 36a-171 to 36a-179. Reserved for future use. Sec. 36a-180. (Formerly Sec. 36-418). Short title: Connecticut Bank Holding
Company and Bank Acquisition Act. Sections 36a-180 to 36a-191, inclusive, shall
be known as the "Connecticut Bank Holding Company and Bank Acquisition Act". Sec. 36a-181. (Formerly Sec. 36-420). Organization of holding companies by
capital stock Connecticut banks. (a) A capital stock Connecticut bank, which is not
owned or controlled by a holding company, may organize a holding company in accordance with the provisions of this section. Such Connecticut bank shall submit to the
commissioner a written plan of organization pursuant to which all of the outstanding
shares of voting securities of the Connecticut bank will be acquired by a corporation
having capital stock divided into shares, referred to in this section as the "parent corporation", and the holders of such securities of the Connecticut bank immediately prior to
the consummation of the plan, except for dissenting shareholders, will become holders
of the voting securities of the parent corporation. Such plan shall be in form satisfactory
to the commissioner and shall prescribe the terms and conditions of the acquisition and
the mode of carrying it into effect, including the manner of exchanging the shares of
the Connecticut bank for shares or other securities of the parent corporation. Any such
plan may provide for the payment of cash in lieu of the issuance of fractional shares of
the parent corporation. Such plan may further provide that the certificates of stock of
the Connecticut bank may be deemed to be certificates of stock of the parent corporation,
provided the holders of certificates of stock of the Connecticut bank shall be entitled to
receive certificates of stock of the parent corporation in exchange for certificates of
stock of the Connecticut bank. Sec. 36a-182. (Formerly Sec. 36-421). Ownership of bank shares not to be considered as transacting banking business. No corporation shall be considered as transacting the business of or promoting the purpose of a bank and trust company, capital stock
savings and loan association or capital stock savings bank for any purpose including the
purposes of section 33-645 by reason of the ownership of shares or other securities of
a capital stock bank. Sec. 36a-183. (Formerly Sec. 36-422). Applicability and construction of sections 36a-180 to 36a-191, inclusive. (a) The application of sections 36a-180 to 36a-
191, inclusive, shall not be affected by the fact that a transaction takes place wholly or
partly outside this state or that a company is organized or operates outside this state.
Notwithstanding the provisions of subsection (b) of section 33-920, any holding company, whether organized or incorporated or existing under or by virtue of the laws of
this state or otherwise, shall be deemed to be transacting business in this state for the
purposes of being subject to the provisions of sections 36a-180 to 36a-191, inclusive,
and to the jurisdiction of the courts of this state. Sec. 36a-184. (Formerly Sec. 36-423). Acquisition of beneficial ownership of
voting securities of banks and holding companies. Contents of acquisition statement. Registration statement. (a) As used in this section: Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of services, findings. (a) The offer, invitation, request, agreement or acquisition
referred to in section 36a-184 may be made unless the commissioner disapproves it
within sixty days after the acquisition statement has been filed with the commissioner,
or unless within the first thirty days of such sixty days the commissioner calls a public
hearing in accordance with section 36a-24. The offer, invitation, request, agreement or
acquisition may be made prior to the expiration of the sixty-day disapproval period if
the commissioner issues written notice of the commissioner's intent not to disapprove
the action. Sec. 36a-186. (Formerly Sec. 36-426). Injunction against unlawful offer or acquisition. Seizure or sequestration of securities. The bank or holding company or the
commissioner through the Attorney General may apply to the superior court for the
judicial district of Hartford or to the superior court for the judicial district in which the
bank or holding company has its principal place of business for equitable relief to enjoin
any offer, request, invitation, agreement or acquisition made, or proposed to be made,
in contravention of the provisions of sections 36a-180 to 36a-191, inclusive, or any
regulation adopted or order issued by the commissioner under said sections, or the voting
of any security so acquired. In any case where a person has acquired or is proposing to
acquire any securities in violation of sections 36a-180 to 36a-191, inclusive, or any
regulation adopted or order issued by the commissioner under said sections, the superior
court for the judicial district of Hartford or the superior court for the judicial district in
which the bank or holding company has its principal place of business may, on such
notice as the court deems appropriate, upon the application of the bank or holding company or the commissioner acting through the Attorney General, seize or sequester any
securities of the bank or holding company owned directly or indirectly by such person
and make such orders with respect thereto as the court deems appropriate to effectuate
the provisions of sections 36a-180 to 36a-191, inclusive. Notwithstanding any other
provision of law, for the purposes of said sections, the situs of the ownership of all
securities of the banks and holding companies shall be regarded as in this state. Sec. 36a-187. (Formerly Sec. 36-427). Administration and enforcement. (a)
The commissioner has authority, in accordance with chapter 54, to adopt such regulations and issue such orders as may be necessary to properly administer sections 36a-
180 to 36a-191, inclusive, including the authority in accordance with section 36a-52 to
order a holding company to cease and desist from engaging in any activity which constitutes a serious risk to the financial safety, soundness or stability of its subsidiary bank
or is inconsistent with sound banking principles or the provisions of sections 36a-180
to 36a-191, inclusive. Sec. 36a-188. (Formerly Sec. 36-427a). Registration with commissioner. Reports and examinations. Each holding company shall register with the commissioner
within one hundred eighty days after becoming a holding company. The commissioner
may require any holding company to furnish whichever reports the commissioner deems
appropriate to the proper supervision of such holding company. Unless the commissioner determines otherwise, reports prepared for federal authorities may be submitted
by such holding company in satisfaction of the requirements of this section. The commissioner may make examinations of each holding company and each subsidiary thereof,
the cost of which shall be assessed against and paid by such holding company. Sec. 36a-189. (Formerly Sec. 36-428). Appeal from commissioner. Any person
aggrieved by any action of the commissioner under sections 36a-180 to 36a-191, inclusive, may appeal therefrom as provided in chapter 54. Sec. 36a-190. (Formerly Sec. 36-429). Excepted transactions. The provisions
of sections 36a-183 to 36a-187, inclusive, shall not apply to: (1) A transaction subject
to the provisions of section 36a-105 or 36a-106, section 36a-125 or 36a-181, or the
provisions of the laws of the United States relating to the merger or consolidation of
federal banks, (2) the acquisition of shares acquired in good faith in a fiduciary capacity,
(3) the acquisition or transfer of shares of a federal bank to the extent that the acquisition
or transfer of such shares is subject to approval or disapproval under the laws of the
United States, (4) the acquisition by a person who has previously filed an acquisition
statement of less than one per cent of the voting securities of a bank or holding company
during any six-month period, (5) an acquisition or transfer by operation of law or by
gift, will or intestacy, (6) a transaction involving the acquisition of securities if the
commissioner certifies in writing that the protection of depositors and creditors of the
bank, the securities of which are being acquired or which is a subsidiary of the holding
company the securities of which are being acquired, requires that the transaction proceed
without delay, or (7) (A) the formation of a mutual holding company or a reorganized
savings institution of such mutual holding company under sections 36a-192 and 36a-
193 including the acquisition of voting shares of a reorganized savings institution by a
nonstock corporation pursuant to subsection (b) of section 36a-192, or (B) the issuance
of capital stock by such reorganized savings institution under sections 36a-195 and
36a-196. Sec. 36a-191. (Formerly Sec. 36-430). Severability. If any provision or clause of
sections 36a-180 to 36a-191, inclusive, or application thereof to any person or circumstance is held invalid, such invalidity shall not affect the remainder of said sections and
the application of such provision or clause to persons or circumstances other than those
to which it is held invalid, and to this end the provisions of said sections are declared
to be severable. Sec. 36a-192. (Formerly Sec. 36-142aa). Reorganization of mutual savings
banks and mutual savings and loan associations into mutual holding companies.
(a) Notwithstanding any other provision of the general statutes, any mutual savings bank
or mutual savings and loan association may reorganize so as to become a mutual holding
company by: (1) (A) In the case of a mutual savings bank, causing a reorganized savings
institution to be incorporated and organized as a capital stock savings bank in accordance
with section 36a-193, or (B) in the case of a mutual savings and loan association, causing
a reorganized savings institution to be incorporated and organized as a capital stock
savings and loan association in accordance with section 36a-193; and (2) transferring
to the reorganized savings institution a substantial part of the assets of such mutual
savings bank or mutual savings and loan association and causing the reorganized savings
institution to assume a substantial part of the liabilities of such mutual savings bank or
mutual savings and loan association, including all of its depository liabilities. Upon such
transfer and assumption, persons who prior thereto held depository rights with respect
to or other rights as creditors of such mutual savings bank or mutual savings and loan
association shall have such rights solely with respect to the reorganized savings institution, and the corresponding liability or obligation of the mutual savings bank or mutual
savings and loan association to such persons shall be assumed by the reorganized savings
institution. Persons who had ownership, liquidation or voting rights with respect to the
mutual savings bank or mutual savings and loan association shall continue to have such
rights solely with respect to the mutual savings bank or mutual savings and loan association in its reorganized form as a mutual holding company. Sec. 36a-193. (Formerly Sec. 36-142bb). Reorganized savings institutions.
Minimum equity capital requirement. Application. Certificate of authority. (a) Any
reorganized savings institution, except one organized to function solely in a fiduciary
capacity, shall commence business with a minimum equity capital of at least five million
dollars. Any reorganized savings institution organized to function solely in a fiduciary
capacity shall commence business with a minimum equity capital of at least two million
dollars. Such equity capital shall be paid for in cash before any reorganized savings
institution commences business. Sec. 36a-194. (Formerly Sec. 36-142cc). Powers. (a) Upon the reorganization of
a mutual savings bank or mutual savings and loan association pursuant to sections 36a-
192 to 36a-199, inclusive, (1) the resulting mutual holding company shall possess and
may exercise all the rights, powers and privileges, except deposit-taking powers, and
is subject to all the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, of a mutual savings bank or mutual savings and loan association, as the case may
be, under the laws of this state, (2) the resulting mutual holding company is subject to
the limitations and restrictions imposed on bank holding companies by the Bank Holding
Company Act of 1956, as from time to time amended, or the limitations and restrictions
imposed on unitary savings and loan holding companies, as defined for federal purposes
by the Home Owners' Loan Act of 1933, as from time to time amended, as the case
may be, but is not authorized to exercise any rights, powers or privileges granted pursuant
to such acts that are not also granted pursuant to sections 36a-192 to 36a-199, inclusive,
and (3) notwithstanding any other provision of law, the provisions of the general statutes
prevail over any inconsistent provision of the certificate of incorporation of such resulting mutual holding company. Sec. 36a-195. (Formerly Sec. 36-142dd). Issuance of preferred stock. (a) Notwithstanding any other provision of law, a reorganized savings bank may exercise any
and all of the powers, rights and privileges of, and shall be subject to all of the limitations
not inconsistent with sections 36a-192 to 36a-199, inclusive, and applicable to, a capital
stock savings bank as provided under the laws of this state. Sec. 36a-196. (Formerly Sec. 36-142ee). Issuance of common stock. (a) Following the reorganization of any mutual savings bank or mutual savings and loan association
pursuant to sections 36a-192 to 36a-199, inclusive, the reorganized savings institution
of such mutual holding company shall not sell or offer to sell its common stock or
securities convertible into common stock unless each eligible account holder of the
reorganized savings institution receives, without payment, nontransferable subscription
rights to purchase common stock or securities convertible into common stock, as the
case may be, of the reorganized savings institution pursuant to a subscription offering:
(1) In which every eligible account holder may receive the right, subject to modification
in the event of an over-subscription to the subscription offering by all eligible account
holders, to purchase up to a maximum of one-half of one per cent of the total number
of the shares of common stock or securities convertible into common stock, as the case
may be, being offered by the reorganized savings institution; (2) in which every eligible
account holder, regardless of such account holder's relationship to the reorganized savings institution, may participate at the same time as every other eligible account holder;
and (3) which offering shall precede any offering of the reorganized savings institution's
common stock or securities convertible into common stock, as the case may be, to the
members of the general public. The terms of the subscription offering may provide that
any savings account with total balances of less than five hundred dollars, or any lesser
amount as determined by the governing board of the reorganized savings institution,
shall not constitute a qualifying deposit for participation in the subscription offering.
Not later than fifteen days from the date of submission to the commissioner of a plan
outlining the terms of the subscription offering, the reorganized savings institution shall
mail by first class mail a notice to each eligible account holder as of the eligibility record
date indicating that: (1) The governing board of the reorganized savings institution has
approved the sale of a certain number of shares of common stock or securities convertible
into common stock, as the case may be; (2) such eligible account holder shall have
nontransferable rights to subscribe for shares of the common stock or securities convertible into common stock, as the case may be, of the reorganized savings institution; (3)
the holders of capital stock of the reorganized savings bank shall have exclusive voting
rights; (4) the right to subscribe to shares of common stock or securities convertible into
common stock, as the case may be, will expire unless such rights are exercised by the
eligible account holder within the time period specified in such notice, which date shall
not be less than sixty days from the date of the submission to the commissioner of the
plan outlining the terms of the subscription offering; and (5) in order to obtain further
information with respect to the subscription offering, the eligible account holder shall
indicate such eligible account holder's interest to the reorganized savings institution
by returning a postage prepaid expression of interest sent by the reorganized savings
institution not later than the date set forth in the notice, which date shall be not less than
thirty days from the date of the submission to the commissioner of the plan outlining
the terms of the subscription offering. In mailing such notice to eligible account holders,
the reorganized savings institution may rely upon the last-known valid address of such
account holder in its possession. The reorganized savings institution shall have no further
obligation to forward information regarding the conversion offering to eligible account
holders who have not returned postage prepaid expressions of interest or responded
otherwise in writing to such notice. Sec. 36a-197. (Formerly Sec. 36-142ff). Conversion into stock holding company. Any mutual holding company having its principal office in this state may convert
into a capital stock holding company, upon the approval of the conversion by the commissioner, in accordance with the provisions of section 36a-136. Sec. 36a-198. (Formerly Sec. 36-142gg). Regulations. The commissioner may
adopt such regulations in accordance with the provisions of chapter 54 as may be necessary to implement the provisions of sections 36a-192 to 36a-199, inclusive. Sec. 36a-199. (Formerly Sec. 36-142hh). Exemption from real estate conveyance taxes. Any transfer of real estate in connection with the reorganization of a mutual
savings bank or mutual savings and loan association pursuant to sections 36a-192 to
36a-198, inclusive, shall be exempt from the provisions of sections 12-494 to 12-504h,
inclusive, and sections 12-638a to 12-638p, inclusive. Secs. 36a-200 to 36a-209. Reserved for future use. Sec. 36a-210. (Formerly Sec. 36-30). Sale of assets. (a) With the approval of the
commissioner, (1) a Connecticut bank or a Connecticut credit union may sell all or a
significant part of its assets and business to a bank, and (2) a Connecticut credit union
may sell all or a significant part of its assets and business to a Connecticut credit union
or a federal credit union. The selling Connecticut bank must have been in existence
and continuously operating for at least five years unless the commissioner waives this
requirement. The commissioner shall not approve such sale if the purchasing institution,
including all insured depository institutions which are affiliates of such institution, upon
consummation of the sale, would control thirty per cent or more of the total amount of
deposits of insured depository institutions in this state, unless the commissioner permits
a greater percentage of such deposits. The selling and purchasing institutions shall file
with the commissioner a written agreement approved and executed by a majority of the
governing board of each institution prescribing the terms and conditions of the transaction. In the case of a sale of all of the assets and business of the selling institution,
the terms of the agreement shall at least provide for full payment of the amounts due
depositors, share account holders and creditors of the selling institution. Payment for
all or part of the assets of the selling institution may be made in cash or by making
available on demand to depositors, share account holders and other creditors thereof
funds on deposit with the purchasing institution. Prior to the sale of all or substantially
all of the assets and business of an institution pursuant to this section, the selling institution shall obtain authorization for the sale by the affirmative vote of at least: (A) Two-
thirds of the voting power of the outstanding shares of each class of stock, whether or
not otherwise entitled to vote, in the case of a capital stock Connecticut bank; (B) two-
thirds of the voting power of the members or depositors, in the case of a mutual savings
and loan association or a Connecticut credit union; and (C) two-thirds of the governing
board and two-thirds of the voting power of the corporators, in the case of mutual savings
bank, which voting power shall, in any event, be no less than twenty-five corporators. Secs. 36a-211 to 36a-214. Reserved for future use. Sec. 36a-215. (Formerly Sec. 36-22b). Powers re troubled banks and credit
unions. For a period of three years from April 8, 1992, the commissioner, upon request,
may exempt any transaction involving a troubled financial institution from any requirement under this title, and regulations adopted under this title, that is necessary for the
consummation of the transaction if the commissioner finds that such exemption is advisable and in the interest of the depositors or members of the troubled financial institution
or the public, provided the commissioner shall not exempt a troubled financial institution
from any requirement that the institution's insurable accounts or deposits be federally
insured. Any exemption granted by the commissioner under this section shall be in
writing and shall set forth the reason or reasons for the exemption. For the purposes of
this section, (1) "troubled financial institution" means any bank, Connecticut credit
union or federal credit union that, in the opinion of the primary regulatory agency of
such institution and with the concurrence of the institution's federal deposit insurer with
such opinion, is (A) in danger of becoming insolvent or (B) not likely to be able to meet
the demands of its depositors or members, as the case may be, or pay its obligations in
the normal course of business or is likely to incur losses that may deplete all or substantially all of its capital, and (2) "transaction" includes the organization of a Connecticut
bank or Connecticut credit union, and any conversion of, merger or consolidation with,
or acquisition of all or part of the assets or stock of any bank, Connecticut credit union
or federal credit union. Sec. 36a-216. (Formerly Sec. 36-22). Powers in case of financial distress. (a)
Whenever, in the opinion of the commissioner, general financial conditions are such
that the public interest requires limitation on withdrawal of funds from Connecticut
banks, or the assets of any Connecticut bank are in such nonliquid condition that the
interests of the depositors may be jeopardized, the commissioner may: (1) Order any
one or more of such banks to restrict all or any part of their business and limit or postpone
for any length of time the payment of any amount or proportion of the deposits in any
of the departments of such banks as the commissioner deems necessary or expedient.
The commissioner may regulate as to time and amount further payments as the interest
of the public, of such bank or banks or of the depositors or creditors thereof may require.
Any order or orders made by the commissioner under this subdivision may be amended,
extended or revoked in whole or in part, whenever in the commissioner's judgment
circumstances warrant or require; (2) authorize such banks to receive new deposits which
shall be designated as new deposits, and shall be segregated from all other deposits.
Such new deposits shall be invested only in assets approved by the commissioner as
being sufficiently liquid to be available when needed to meet any demands on account
of such new deposits. Such assets shall not be merged with other assets but shall be held
in trust for the security and payment of such new deposits, except that income from such
assets may, to the extent authorized by the commissioner, be used by the banks for other
proper purposes of such banks; and the withdrawal of such new deposits shall not be
subjected in any respect to restriction or limitation under this section; (3) adopt such
regulations, in accordance with chapter 54, as the commissioner deems advisable for
the protection of any such bank or banks or the depositors or creditors thereof. Any
person who violates any provision of such regulations shall be fined not more than one
thousand dollars or imprisoned not more than one year or both. Sec. 36a-217. (Formerly Sec. 36-26). Establishment of maximum rate of dividends and interest. Regulations. Whenever conditions affecting the demand for and
supply of money, the extension of credit or any other pertinent banking operations make
such action necessary or desirable in the public interest, the commissioner may, by
regulation adopted in accordance with chapter 54: (1) Establish a maximum rate of
dividends or interest on deposits, certificates or accounts which may be paid by any one
or more groups of Connecticut banks; (2) change or eliminate the reserve requirements
against demand or time deposits of the United States government, but the amount of
such reserve shall not be higher for such deposits than the then current reserve requirements against other demand or other time deposits; (3) change the reserve requirements
against demand deposits other than those of the United States government to not less
than twelve per cent nor more than twenty-four per cent of such deposits; (4) change
the reserve requirements against time deposits other than those of the United States
government to not less than five per cent nor more than ten per cent of such deposits;
(5) provide that any part of the reserves required by it in excess of the statutory minimum
may consist of net balances, subject to demand draft, with approved reserve agents. Sec. 36a-218. (Formerly Sec. 36-31). Order to make good impairment of capital. Application for appointment of receiver. Whenever the commissioner has reason
to believe that the capital of any capital stock Connecticut bank is impaired but the
impairment is not sufficient to require other action for the protection of the public, the
commissioner may notify such bank in writing to make good any impairment of capital
within a time to be fixed by the commissioner. For purposes of this section, the capital
of a bank is impaired if the equity capital of the bank is less than zero. At the end of
such period, the commissioner shall make, or cause to be made, an examination of such
bank, and, upon finding at any time thereafter an impairment of capital, the commissioner may deliver to such bank a written order to discontinue receiving moneys for
deposit or for certificates of indebtedness and paying depositors or other creditors. The
commissioner may thereupon bring an action in the superior court for the judicial district
of Hartford or the judicial district in which the main office of such bank is located for
its dissolution and for the appointment of a receiver to take charge of its affairs. Such
written order of the commissioner, until vacated by an order of the court, shall have
the effect of a temporary injunction restraining such bank, its directors, officers and
employees, from receiving moneys for deposit or for certificates of indebtedness and
paying depositors or other creditors. Nothing in this section shall require the commissioner to take any action for the restoration of any impairment of capital or for the
appointment of a receiver if, in the commissioner's opinion, the remaining capital of
any such bank is sufficient to protect the depositors and other creditors thereof from loss. Sec. 36a-219. (Formerly Sec. 36-32). Restraining order. Appointment of conservator. (a) Whenever, in the opinion of the commissioner or the governing board, it
may be necessary to preserve assets or protect depositors, the commissioner may issue
a temporary order restraining any Connecticut bank or out-of-state bank that maintains
in this state a branch as defined in section 36a-410, to the extent of its operations in this
state, from paying out any funds or receiving moneys for deposit, for certificates of
indebtedness or for payment on accounts, or, in the case of a Connecticut bank, appoint
a conservator, until a hearing before the superior court of the judicial district of Hartford.
The court may, upon application of the commissioner or upon application of the governing board of any such Connecticut bank or out-of-state bank issue an order restraining
any such bank from declaring or paying any dividends or from paying out any funds of
such bank for such time as the court deems necessary. Such order shall be in writing
directed to such bank and a copy of the order attested and left by the commissioner with
the secretary, treasurer or cashier of any such bank, or in the case of an out-of-state
bank, with its agent, shall be sufficient notice thereof. Before issuing such restraining
order, the court shall cause reasonable notice to be given to such bank. Notice to the
cashier, secretary, treasurer or agent of any such bank shall be notice to such bank.
Notice may be waived by any such cashier, treasurer, secretary or agent. Sec. 36a-220. (Formerly Sec. 36-34). Application for injunction, receiver or
conservator in case of forfeited charter, fraud, unsafe business practices, dissipation of assets, insolvency or termination of FDIC insurance. (a) If it appears to the
commissioner that (1) the charter of any Connecticut bank or out-of-state bank that
maintains in this state a branch as defined in section 36a-410 is forfeited, (2) the public
is in danger of being defrauded by such bank, it is unsafe or unsound for such bank to
continue business or its assets are being dissipated, (3) such bank is insolvent, or (4)
the Federal Deposit Insurance Corporation or its successor agency has terminated insurance of the insurable accounts or deposits of such bank, the commissioner shall apply
to the superior court for the judicial district of Hartford or the judicial district in which
the main office of such bank is located for an injunction restraining such bank from
conducting business or, in the case of a Connecticut bank, for the appointment of a
conservator or for a receiver to wind up its affairs. Sec. 36a-221. (Formerly Sec. 36-35). Appointment of receiver or conservator
on petition of shareholders. A receiver or conservator for any capital stock Connecticut
bank whose capital is impaired may be appointed by the superior court for the judicial
district of Hartford or the judicial district in which the main office of such bank is located,
on the petition of the holders of a majority of the shares of its capital stock, if the court
finds that the interests of the shareholders so require. Sec. 36a-222. Duties of receivers and conservators. (a) The duty of the receiver
shall be to place the Connecticut bank in liquidation and proceed to realize upon the
assets of such bank, having due regard for the conditions of credit in the locality of
such bank. Sec. 36a-223. (Formerly Sec. 36-36). Commissioner to be receiver or conservator. Exceptions. Expenses. Appointment of agent. Powers. (a) In all cases in which
the appointment of a receiver or conservator for any Connecticut bank is sought, if it is
found that a receiver or conservator should be appointed, the Superior Court shall appoint
the commissioner as a receiver or conservator, except that the commissioner may request
that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation, or
their successor agencies, be appointed receiver or conservator. If the commissioner
requests appointment of either of those corporations, the Superior Court shall make such
appointment. The Superior Court may appoint the receiver or conservator on an ex parte
basis upon a sufficient affidavit of the commissioner or the commissioner's authorized
representative indicating reasonable likelihood that an unsafe or unsound condition exists which is likely to have an adverse effect upon depositors or creditors. The commissioner may organize a separate division within the Department of Banking for liquidating
and administering the affairs of the banks for which the commissioner is acting as receiver or conservator, and the commissioner may appoint such employees as the commissioner deems necessary for the liquidation or administration of the affairs of such
banks. Any salaries and expenses shall be paid out of the funds of the bank in the possession of the commissioner, subject to the approval of the court having jurisdiction. The
commissioner may appoint an agent, who may be an employee of the Department of
Banking or such other person as the commissioner may deem appropriate and who, in
the absence or incapacity of the commissioner and of the commissioner's deputy, shall
have authority to act for or represent the commissioner in all matters pertaining to the
duties of the commissioner as the receiver or conservator of any Connecticut bank. Such
agent may execute and sign for the commissioner as the receiver or conservator any
documents, instruments or reports necessary in the administration of the receivership
or conservatorship. The state shall be reimbursed for any costs or expenses incurred by
the Department of Banking in the administration of the receivership or conservatorship,
and the commissioner may collect from each such estate in receivership or conservatorship such charges as, in the commissioner's opinion, are fair and equitable. Any such
costs or expenses so collected shall be deposited with the State Treasurer and shall be
credited to the State Banking Fund. All legal services required by the commissioner or
the commissioner's deputy, agent or employees in connection with such receivership
proceedings or the administration or reorganization of any such Connecticut bank shall
be performed by the Attorney General, and any salaries and expenses for such legal
assistance shall be paid out of the funds of the estate in receivership or conservatorship
with the approval of the superior court having jurisdiction. Such salaries and expenses
shall be allocated by the commissioner as nearly as possible to the estate in receivership
or conservatorship for which the services were rendered, and the funds in payment
of the same shall be deposited with the State Treasurer and shall be credited to the
appropriation for the Attorney General. The commissioner shall keep on file in the
commissioner's office an executed copy of each report required to be filed by the commissioner, as the receiver or conservator, with the clerk of the Superior Court and shall
include a report of each bank for which the commissioner is acting as receiver or conservator in the commissioner's annual report to the Governor. If the commissioner, the
Federal Deposit Insurance Corporation or the Resolution Trust Corporation accepts the
appointment as receiver or conservator, no bond shall be required to be posted. Sec. 36a-224. (Formerly Sec. 36-37). Reorganization. Upon recommendation of
the receiver and with the approval of the court having jurisdiction, any such Connecticut
bank placed in receivership may be reopened and may resume business and such receiver, upon the application of any depositor, shareholder or creditor thereof, shall present to the court having jurisdiction, for the court's approval, any plan of refinancing or
reorganization which has been submitted to the receiver by such depositor, shareholder
or creditor. Any authorized committee of shareholders or depositors may, with the approval of the superior court having jurisdiction, examine the records of such bank for
which they appear, in the possession of the commissioner as the receiver, for the purpose
of preparing a plan of refinancing or reorganization of such bank. After submitting such
proposed plan to the court having jurisdiction, the commissioner shall be subject to such
orders as are made by the court respecting such plan. Sec. 36a-225. (Formerly Sec. 36-38). Limitation of time for presenting claims.
The Superior Court, upon appointing a receiver of any Connecticut bank, shall limit the
time within which all claims against the bank may be presented to the receiver, and the
court may, upon cause shown, extend such time and shall cause such public notice of
such limitation or extension of time to be given as it deems reasonable and just. All
claims not presented to the receiver within the period limited shall be forever barred,
except that any claim for a deposit, as shown by the depositor's passbook, certificate
of deposit, statement or other evidence of deposit or the records of such bank, shall be
allowed by the receiver. Sec. 36a-226. (Formerly Sec. 36-39). Inventory and appraisal; conversion of
assets; compromise of claims. The receiver shall, as soon after the receiver's appointment as is practicable, make and return to the court an inventory and appraisal of the
assets of the Connecticut bank or estate in receivership, verified by oath according to
the receiver's best knowledge, information and belief, and shall, from time to time
thereafter, make and return such additional or supplementary inventories and valuations,
and render such reports of the receiver's actions and statements of accounts, as are
necessary for the information of the court or as are required by the order of the court.
The receiver shall hold all the assets which come into the receiver's possession as such
receiver, subject to the order of the court, and shall convert such assets into money with
all reasonable dispatch, and for that purpose may sell and dispose of such assets, and
make all proper conveyances thereof, and may compromise all doubtful claims for or
against such bank; provided no claim in favor of such bank against any director, trustee
or other officer thereof, for breach or neglect of official duty, shall be compromised
without the special authority and approval of the court. In cases of doubt or difficulty
the receiver may, upon written application, ask the advice of the court as to the manner
in which the receiver shall execute the receiver's trust. The court may, from time to
time, on its own motion, or on complaint of any interested party, make all necessary
and proper orders as to the proceedings and actions of the receiver. Sec. 36a-227. (Formerly Sec. 36-40). Dissolution of attachments and levies.
Posting of notice of injunction or appointment of receiver. (a) All attachments of,
or against, the estate of any Connecticut bank, made within sixty days of the date of
filing of any complaint seeking the appointment of a receiver pursuant to sections 36a-
215 to 36a-239, inclusive, and all levies of execution upon the estate thereof not completed within such time period, except such levies made in pursuance of attachments
which are not hereby invalidated, shall be dissolved, upon the appointment of a receiver. Sec. 36a-228. (Formerly Sec. 36-40a). Termination of executory contracts.
Within six months after the appointment of a receiver pursuant to section 36a-223,
the commissioner or the receiver may terminate any executory contract for services or
advertising to which the Connecticut bank is a party or any obligation of the bank as a
lessee. A lessor who receives sixty days' notice of the election to terminate a lease shall
have no claim for rent other than rent accrued to the date of termination or for damages
for such termination.
(b) The governing board of each constituent final bank and the organizers of each
constituent temporary bank proposing to merge or consolidate shall enter into an
agreement, approved and executed by a majority of the governing board or all of the
organizers, as the case may be, of each bank, prescribing the terms and conditions of
such proposed merger or consolidation. Such agreement shall include the proposed
certificate of incorporation of the resulting bank and shall state the name and corporate
form of the resulting bank, the town in which its main office is located, the minimum
and maximum number of directors and any other details necessary to effectuate such
proposed merger or consolidation. In the case of a capital stock resulting bank, the
agreement shall include the amount of capital stock with which the resulting bank shall
commence business, the number of shares into which the capital stock is to be divided
and the manner of converting the shares of the capital stock of the constituent banks
into shares of the capital stock of the resulting bank and, if any shares of the capital
stock of any of the constituent banks are not to be converted solely into shares of the
capital stock of the resulting bank, the amount of cash, property or other securities of
the resulting bank or the shares or other securities of any other corporation which the
holders of such shares are to receive in exchange for or upon the conversion of such
shares, which cash, property or other securities of the resulting bank, or shares or other
securities of any other corporation, may be in addition to or in lieu of the shares of the
resulting bank. In the case of a merger or consolidation involving a mutual constituent
bank and a capital stock constituent bank, if the resulting bank is to be a mutual bank,
the agreement shall include the amount of cash or property of the resulting mutual bank
which the holders of the shares of the capital stock constituent bank are to receive in
exchange for such shares.
(c) Such agreement may provide for the effective date of the proposed merger or
consolidation, which shall not be earlier than the filing of the agreement and the commissioner's approval in the office of the Secretary of the State. If the agreement does not
provide an effective date, the merger or consolidation shall become effective on the first
business day following the filing of the agreement and approval in the office of the
Secretary of the State. In the case of capital stock constituent banks, the merger or
consolidation agreement may provide that no new certificates of stock need be issued
to holders of stock of the constituent bank which continues its corporate existence and
that the certificates of stock of any other constituent bank may be deemed to be the
certificates of stock of the resulting bank or any other corporation, provided that holders
of certificates of stock of such other constituent bank shall be entitled to exchange
their certificates of stock for certificates of stock of the resulting bank or such other
corporation.
(d) In addition to the vote of the governing board or organizers as required by subsection (b) of this section, in the case of a capital stock constituent final bank, the merger
or consolidation shall be approved by the affirmative vote of the holders of at least two-
thirds of the issued and outstanding shares of each class of the capital stock. Such vote
shall be taken at separate meetings of the shareholders called for the purpose of considering the proposed merger or consolidation, and not less than ten days' notice of the time,
place and purpose of such meeting shall be mailed to the last-known address of each
shareholder. Any person entitled to notice under this subsection may waive such notice
in accordance with section 33-700. The vote may approve the merger or consolidation
either upon the terms of the agreement as approved and executed by the governing board
or organizers or with such additions or amendments as may be so approved at such
shareholders' or incorporators' meetings of each of the constituent banks.
(e) In the case of a merger or consolidation involving at least one mutual constituent
bank, after adoption of the merger or consolidation agreement, notice thereof shall be
published once each week for two consecutive weeks in one or more newspapers having
a circulation in the town in which the main office of each such mutual constituent bank
is located. Copies of the record of the meetings adopting the agreement of merger or
consolidation, and setting forth the agreement in full, attested by the secretary and president of the respective meetings, shall be certified to and filed in the office of each such
mutual constituent bank, there to remain, subject to public inspection, for fifteen days.
(f) Upon application by the constituent banks, and upon receipt of a copy of the
agreement of merger or consolidation, certified by the secretaries of the respective constituent final banks and certified by the agents for the organizers of the respective constituent temporary banks as having been duly approved in accordance with subsection (b)
of this section, the commissioner shall determine whether such merger or consolidation
will promote public convenience, whether benefits to the public clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources
and decreased or unfair competition, and whether the terms thereof are reasonable and
in accordance with law and sound public policy. The commissioner, if the commissioner
so determines, shall approve the merger or consolidation. The commissioner shall not
approve such merger or consolidation: (1) If it involves the acquisition of a Connecticut
bank that has not been in existence and continuously operating for at least five years,
unless the commissioner waives this requirement; or (2) if the resulting bank including
all insured depository institutions which are affiliates of the resulting bank, upon consummation of the merger or consolidation, would control thirty per cent or more of
the total amount of deposits of insured depository institutions in this state, unless the
commissioner permits a greater percentage of such deposits. In addition, the commissioner shall not approve such merger or consolidation unless the commissioner considers
whether: (A) The investment and lending policies of the constituent banks, or the proposed investment and lending policies of the resulting bank, are consistent with safe
and sound banking practices and will benefit the economy of this state; (B) the services
or proposed services of the resulting bank are consistent with safe and sound banking
practices and will benefit the economy of this state; (C) the constituent banks have
sufficient capital to ensure, and agree to ensure, that the resulting bank will comply with
applicable minimum capital requirements; (D) the constituent banks have sufficient
managerial resources to operate the resulting bank in a safe and sound manner; and (E)
the proposed merger or consolidation will not substantially lessen competition in the
banking industry of this state. The commissioner shall not approve such merger or consolidation unless the commissioner makes the findings required by section 36a-34 and,
in the case of a merger or consolidation of a mutual banking institution, determines
that the interests of depositors are protected or served by the agreement of merger or
consolidation. After approval of the merger or consolidation by the commissioner, a
copy of the agreement and a copy of the commissioner's approval shall be filed in the
office of the Secretary of the State. The resulting bank shall not commence business
unless its insurable accounts and deposits are insured by the Federal Deposit Insurance
Corporation or its successor agency.
(g) Upon the completion of a merger or consolidation (1) the constituent banks shall
become a Connecticut bank by the name provided in the certificate of incorporation of
the resulting bank; (2) the corporate existence of the constituent banks shall be continued
by and in the resulting bank; (3) the resulting bank shall possess all the rights, privileges
and franchises of each of the constituent banks including the authority to exercise fiduciary powers without further express authority of the commissioner, except that the
resulting bank shall be empowered to exercise only those powers that are provided by
the laws of this state to the resulting bank and trust company, savings bank or savings
and loan association, as the case may be; (4) the entire assets, business, good will and
franchises of each of the constituent banks shall be vested in the resulting bank without
any deed or transfer, provided the constituent banks may execute such deeds or instruments of conveyance as may be convenient to confirm the same; (5) the resulting bank
shall assume and be liable for all debts, accounts, undertakings, contractual obligations
and liabilities of the constituent banks and shall exercise and be subject to all the duties,
relations, obligations, trusts and liabilities of each of the constituent banks, whether as
debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and shall be 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 resulting bank had itself incurred the obligation or liability or assumed
the duty, relation or trust; (6) all rights of creditors and all liens upon the property of
any of such constituent banks shall be preserved unimpaired; and (7) the resulting 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 any of such
constituent banks whether made or created to take effect prior to or after such merger
or consolidation, and the same shall inure to and vest in such resulting bank. No suit,
action or other proceeding pending at the time of the merger or consolidation before
any court or tribunal in which any of such constituent banks is a party shall be abated
or discontinued because of such merger or consolidation but may be continued and
prosecuted to final effect by or against the resulting bank. The resulting bank shall have
the right to use the name of any of the constituent banks whenever it can do any act or
discharge any duty or obligation or endorse any right under such name more conveniently or with greater advantage to itself or to any person to whom it holds any relation
of trust or owes any duty under any contract or conveyance, and no other corporation
shall take or use the name of any of such constituent banks.
(h) Upon the effectiveness of the agreement of merger or consolidation, the shareholders, if any, of the constituent banks, except to the extent that they have received
cash, property or other securities of the resulting bank or shares or other securities of
any other corporation in exchange for or upon conversion of their shares, shall be shareholders of a capital stock resulting bank. Unless such agreement otherwise provides,
the resulting bank may require each shareholder to surrender such shareholder's certificates of stock in the constituent bank and in that event no shareholder, until such surrender of that shareholder's certificates, shall be entitled to receive a certificate of stock of
the resulting bank or to vote thereon or to collect dividends declared thereon, or to receive
cash, property or other securities of the resulting bank, or shares or other securities of
any other corporation. Any shareholder of any such constituent bank who dissents from
the merger or consolidation is entitled to assert dissenters' rights under sections 33-855
to 33-872, inclusive. The rights and obligations of the objecting shareholders and the
bank shall be determined in accordance with said sections. The stock of a capital stock
resulting bank up to an amount of the combined stock of the constituent banks shall be
exempt from any franchise tax.
(i) A mutual savings bank or a mutual savings and loan association and a capital
stock bank shall not merge or consolidate if the resulting bank is to be a capital stock
bank, unless prior to or as part of such merger or consolidation, the mutual savings bank
or mutual savings and loan association first converts to a capital stock bank in accordance
with section 36a-136, provided the commissioner may waive any of the provisions of
section 36a-136 if the commissioner certifies in writing that the protection of depositors
and other creditors of one of the merging or consolidating banks or associations requires
that the merger or consolidation proceed without delay. No such conversion shall be
required if the resulting bank is to be a mutual savings bank or a mutual savings and
loan association.
(1949 Rev., S. 5811; 1955, S. 2663d; 1963, P.A. 74, S. 5; 251, S. 2; 1969, P.A. 598, S. 5, 6; 1971, P.A. 327, S. 1−3;
P.A. 77-614, S. 587, 610; P.A. 78-95, S. 1−5; 78-303, S. 42−44, 85, 136; P.A. 83-411, S. 11, 12, 20; P.A. 87-9, S. 2, 3;
P.A. 88-65, S. 32; P.A. 91-189, S. 4, 13; 91-357, S. 43, 78; P.A. 92-12, S. 58; P.A. 94-122, S. 61, 340; P.A. 95-155, S. 10,
29; P.A. 96-20, S. 1., 2; 96-54, S. 1, 9; 96-271, S. 198, 199, 254; P.A. 98-260, S. 2.)
History: 1963 acts deleted provisions re change in name, amount of stock, etc. by corporation following merger or
consolidation in Subsec. (3) and deleted reference to number of shares "of the par value of not less than ten dollars each"
in Subsec. (2); 1969 act clarified action where shares are not to be converted into shares of new corporation and specified
that new certificates of stock need not be issued in certain instances under Subsec. (2) and amended Subsec. (5) to reflect
new provisions of Subsec. (2); 1971 act substituted "signed by a majority of the board of each corporation" for "signed
by them" in Subsec. (2) and deleted reference to banking commission's findings under Subsec. (3) and deleted reworded
Subsec. (3) and specified that conditions of federal law must be met as condition for approval of banking commission and
that preemptive rights of stockholders are to be determined pursuant to Sec. 33-343 and replaced Subsec. (5) provisions
re procedure for compensation awarded stockholders who object to consolidation or merger with new provisions; P.A. 78-
95 amended provisions to distinguish between temporary and final corporations and added Subsec. (6); P.A. 78-303
substituted banking commissioner for banking commission for conformity with changes enacted in P.A. 77-614; P.A. 83-
411 amended Subsec. (1) to substitute "capital stock banks" for "banks, trust companies and banks and trust companies"
and to require plan of merger or consolidation to specify type of corporation which will result and amended Subsec. (3)
to add reference to approval by Federal Savings and Loan Insurance Corporation; Sec. 36-92 transferred to Sec. 36-193u
in 1985; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to
"commissioner of banking"); P.A. 88-65 narrowed the application of the section by deleting a reference to industrial banks
in Subsec. (1); P.A. 91-189 amended Subsec. (3) by adding factors to be considered and findings to be made by the
commissioner prior to approving a merger or consolidation and, in conjunction with P.A. 91-357, deleting reference to
Federal Savings and Loan Insurance Corporation; P.A. 92-12 redesignated Subsecs., Subdivs. and Subparas. and made
technical changes; P.A. 94-122 rewrote Subsec. (a) for clarity, deleted the requirement that three-fourths of the merged or
consolidated bank's directors be Connecticut residents and added the requirement that the agreement include the proposed
certificate of incorporation and any other necessary details in Subsec. (b), divided Subsec. (b) into Subsecs. (b) and (c),
divided former Subsec. (c) into Subsecs. (d) and (f), made the effective date of the agreement the first business day after
it is filed and approved in the Secretary of the State's office, unless otherwise specified, in Subsec. (c), renumbered former
Subsec. (c) as Subsec. (d), increased the notice required for shareholders' meeting from five to ten days in Subsec. (d),
added new Subsec. (e) re notice of the agreement's adoption and the availability of certified copies of shareholders'
meetings, added language re federal and FDIC approval of the merger or consolidation and replaced community reinvestment provisions with a reference to Sec. 36a-34 in new Subsec. (f), renumbered former Subsecs. (d) and (e) as Subsecs.
(g) and (h), deleted former Subsec. (f), added new Subsec. (i) re merger of a mutual institution with a capital stock bank,
and made technical changes, effective January 1, 1995; Sec. 36-193u transferred to Sec. 36a-125 in 1995; P.A. 95-155
amended Subsec. (f) by adding Subdiv. (1) re the five-year requirement and Subdiv. (2) re controlling deposits, and by
changing former Subdivs. (1) to (5), inclusive, to Subparas. (A) to (E) within new Subdiv. (3), and made technical amendments to Subsecs. (b), (c) and (h), effective June 27, 1995 (Revisor's note: In Subsec. (h) the phrase "Any shareholder of
any of such constituent bank who" was changed editorially by the Revisors to "Any shareholder of any such constituent
bank who"); P.A. 96-20 amended Subsec. (b) requiring that certain merger agreements between mutual constituent banks
and capital stock constituent banks include amount of cash or property which shareholders in capital stock constituent
bank are to receive for their shares and added language in Subsec. (i) to let capital stock banks and mutual banks merge
without first converting stock if the resulting bank is a mutual savings bank or mutual savings and loan, effective April
29, 1996; P.A. 96-54 made a technical change in Subsec. (f), effective May 7, 1996; P.A. 96-271 amended Subsec. (d) to
replace reference to Sec. 33-308 with Sec. 33-700 and amended Subsec. (h) to replace provision re the right of any shareholder of any such constituent bank to object and demand the constituent bank to purchase the shareholder's shares at fair
value, and the procedure therefor, with provision authorizing any shareholder of any such constituent bank who dissents
from the merger or consolidation to assert dissenters' rights under Secs. 33-855 to 33-872, inclusive, and replace reference
to Sec. 33-374 with reference to Secs. 33-855 to 33-872, inclusive, effective January 1, 1997; P.A. 98-260 amended Subsec.
(f) by deleting requirement for shareholder approval prior to commissioner's approval, by deleting requirement for notice
that all federal approvals have been obtained and any federal waiting period has expired, and by adding requirement for
FDIC insurance prior to commencing business.
Annotations to former section 36-92:
Cited. 31 CS 407.
Subsec. (1):
Distinction between merger and consolidation. 116 C. 183.
Subsec. (5):
Cited. 1 CA 14, 15.
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(2) 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 resulting capital
stock Connecticut bank, the amount subject to such tax to be determined by deducting
from the entire amount of such stock (A) the amount of the capital stock of the capital
stock Connecticut bank which is a party to the merger or consolidation upon which such
tax has already been paid, and (B) 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.
(b) Any one or more Connecticut banks may merge or consolidate with one or
more federal banks, the resulting bank to do business as a federal bank, in the manner
prescribed by and subject to the limitations and requirements imposed by the laws of
the United States. No such merger or consolidation shall take place if: (1) It involves
the acquisition of a bank that has not been in existence and continuously operating for
at least five years, unless the commissioner waives this requirement; or (2) the resulting
federal bank, including all depository institutions which are affiliates of the resulting
federal bank, upon consummation of the merger or consolidation, would control thirty
per cent or more of the total amount of deposits of insured depository institutions in this
state, unless the commissioner permits a greater percentage of such deposits. Any such
constituent Connecticut bank shall also comply with section 36a-125 governing the
merger and consolidation of two or more Connecticut banks. The resulting federal bank
shall be considered the same business and corporate entity as the constituent Connecticut
bank, although as to rights, powers and duties the resulting bank shall be a federal bank.
(P.A. 94-122, S. 62, 340; P.A. 95-155, S. 11, 29; P.A. 96-54, S. 2, 9.)
History: P.A. 94-122 effective January 1, 1995; P.A. 95-155 amended Subsec. (a)(1) and (b) to add prohibition re five-
year requirement and re control of deposits, effective June 27, 1995; P.A. 96-54 amended Subdiv. (a)(1) to substitute "or"
for "and" immediately before Subpara. (B), and made a corresponding change before Subdiv. (b)(2), effective May 7, 1996.
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CONVERSIONS
(2) Any conversion pursuant to this section involving the conversion of or to a
federal mutual savings bank or federal mutual savings and loan association shall be
authorized only if permitted by federal law and shall be subject to all requirements
prescribed by federal law.
(3) The converting institution shall file with the commissioner a proposed plan of
conversion, a copy of the proposed certificate of incorporation, and a certificate by the
secretary of the converting institution that the proposed plan of conversion has been
approved, in accordance with subdivision (4) of this subsection, by the governing board,
and, in the case of a converting savings and loan association, federal savings bank or
federal savings and loan association, the depositors or members thereof.
(4) The plan of conversion shall require the approval of a majority of the governing
board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-
one per cent of the votes cast by depositors of such association at a special meeting
called to consider such conversion. In the case of a converting federal savings bank or
federal savings and loan association, the plan of conversion shall require any vote of
depositors or members prescribed by federal law.
(5) In the case of a converting savings and loan association, any depositor may,
within fifteen days after written notice given such depositor of such conversion, signify
to such association, in writing, such depositor's dissent therefrom. Any such dissenting
depositor shall not, as a result of the conversion, become a depositor of the converted
institution, and shall be entitled to receive from the converted institution the value of
such depositor's savings account in the converting association, to be ascertained by an
appraisal, made as the governing board of the converted institution prescribes. If the
value so fixed is not satisfactory to such depositor, such depositor may appeal to the
commissioner, who shall make a reappraisal, which is final. If the reappraisal exceeds
the value fixed by the governing board, the converted institution shall pay the expenses
thereof. If the reappraisal does not exceed the value fixed by the governing board, the
appellant shall pay the expenses thereof. The value so ascertained shall be a debt due such
depositor from such converted institution. Any depositor of a converting association who
does not dissent in accordance with this subdivision shall become a depositor of the
converted institution and shall receive, without payment, a withdrawable deposit account or accounts in the converted institution equal in withdrawable amount to the withdrawal value of such depositor's deposit account or accounts in the converting association.
(b) In any conversion of a mutual savings bank or mutual savings and loan association to a federal mutual savings bank or federal mutual savings and loan association
under this section:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that the converting institution has complied with all applicable
provisions of law.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval with the Secretary of the State and with the town clerk of
the town in which its principal office is located. Upon such filing, and upon the receipt
of all necessary approvals required under federal law, the converting institution shall
cease to be a mutual savings bank or mutual savings and loan association and shall
become a federal mutual savings bank or federal mutual savings and loan association,
as the case may be. The converted institution 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 involving the conversion to a mutual savings
bank or mutual savings and loan association:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting institution has complied with all applicable provisions of law; (B) the converting institution has equity capital at least equal to
the minimum equity capital required for the organization of a Connecticut bank; and
(C) the proposed conversion will serve the public necessity and convenience.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval and its 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 institution ceases to be the type of institution from which it
converted and becomes a mutual savings bank or mutual savings and loan association,
as the case may be. The converted institution 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 institution possesses
all of the rights, privileges and powers granted to it by its certificate of incorporation
and by the provisions of the general statutes applicable to the type of institution into
which it converted, and all of the assets, business and good will of the converting institution are transferred to and vested in it without any deed or instrument of conveyance
provided the converting institution may execute any deed or instrument of conveyance
as is convenient to confirm such transfer. The converted institution is subject to all of
the duties, relations, obligations, trusts and liabilities of the converting institution,
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 institution had itself incurred the obligation or liability or
assumed the duty, relation or trust. All rights of creditors of the converting institution
and all liens upon the property of such institution are preserved unimpaired and the
converted institution 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 institution and whether made or created to take effect prior to or after
the conversion.
(3) The persons named as directors in the certificate of incorporation of the converted institution shall be its directors until the first annual election of directors after
the conversion or until the expiration of their terms as directors, and have the power to
take all necessary actions and to adopt bylaws concerning the business and management
of such converted institution.
(P.A. 94-122, S. 63, 340; P.A. 98-260, S. 3.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 amended Subsec. (a) by deleting Subdiv. (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.
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(b) With the approval of the commissioner, any mutual savings bank, mutual savings and loan association, federal mutual savings bank or federal mutual savings and
loan association may convert to a capital stock bank in accordance with the provisions
of this section and the regulations adopted pursuant to subsection (h) of this section,
provided this section does not apply to the conversion of a mutual federal bank to a
capital stock federal bank. The commissioner may deny an application for conversion
made pursuant to this section after allowing the applicant a reasonable opportunity to
be heard.
(c) A conversion of a federal mutual savings bank or federal mutual savings and
loan association to a capital stock Connecticut bank shall be authorized only if permitted
by federal law and shall be subject to all requirements prescribed by federal law. A
conversion of a mutual savings bank or mutual savings and loan association 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.
(d) The converting institution shall file with the commissioner a proposed plan of
conversion, a copy of the proposed certificate of incorporation and a certificate by the
secretary of the converting institution that the proposed plan of conversion has been
approved, in accordance with subsection (e) of this section, by the governing board and
in the case of a converting savings and loan association, federal savings bank or federal
savings and loan association, the depositors or members thereof.
(e) The plan of conversion shall require the approval of a majority of the governing
board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-
one per cent of the votes cast by depositors of such association at a special meeting
called to consider such conversion. In the case of a federal savings bank or federal
savings and loan association, the plan of conversion shall require any vote of depositors
or members prescribed by federal law.
(f) In any conversion under this section, each eligible account holder of the converting institution shall receive, without payment, nontransferable subscription rights
to purchase capital stock of the converted institution pursuant to a subscription offering,
and such offering shall precede any offering of the converting institution's stock to the
members of the general public.
(g) Each converting institution shall, at the time of conversion, establish a liquidation account for the benefit of eligible account holders and such liquidation account
shall establish a priority upon liquidation. The provisions of this subsection shall not
apply to the formation of a mutual holding company or a reorganized savings institution
of such mutual holding company under sections 36a-192 and 36a-193 or to the issuance
of capital stock by such reorganized savings institution under sections 36a-195 and
36a-196.
(h) The commissioner shall adopt regulations in accordance with chapter 54 to govern the conversion of mutual institutions to capital stock institutions. Such regulations
shall be similar in scope and content to the regulations of the Office of Thrift Supervision,
12 CFR Part 563b, as from time to time amended, for the conversion of mutual savings
institutions into stock savings institutions. The commissioner may waive any provision
of the regulations adopted pursuant to this section that is inconsistent with the regulations
of the Office of Thrift Supervision or if such waiver is necessary to comply with the
requirements of the Federal Deposit Insurance Corporation or its successor agency.
(i) If the commissioner certifies in writing that the protection of depositors or other
creditors of such converting institution requires that the conversion proceed without
delay, the commissioner may waive any provision of the regulations adopted pursuant
to subsection (h) of this section that the commissioner determines will cause such delay.
(j) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting institution has complied with all applicable
provisions of law; (2) the conversion would not result in any reduction of the converting
institution's amount of equity capital, less any subordinated debt recognized as bona fide
capital; (3) the conversion would not result in a taxable reorganization of the converting
institution under the Internal Revenue Code of 1986, or any subsequent corresponding
internal revenue code of the United States, as from time to time amended; and (4) the
plan of conversion is fair to depositors. The converted institution shall not commence
business unless its insurable accounts and deposits are insured by the Federal Deposit
Insurance Corporation or its successor agency.
(P.A. 83-406, S. 3, 11; P.A. 84-546, S. 136, 173; P.A. 85-330, S. 8, 14; P.A. 91-357, S. 29, 78; P.A. 94-122, S. 64, 340;
P.A. 96-109, S. 1; P.A. 98-260, S. 4; P.A. 00-14, S. 2, 3.)
History: P.A. 84-546 made technical change in Subsec. (a); P.A. 85-330 added Subsec. (g) re inapplicability of provisions
to mutual holding companies and reorganized savings institutions; P.A. 91-357 deleted reference to the Federal Home
Loan Bank Board, added reference to the Office of Thrift Supervision and made technical changes in Subsec. (f); P.A. 94-
122 added Subsec. (a) defining "eligible account holder", renumbered former Subsecs. (a) and (b) as Subsecs. (b) and (c),
deleted former Subsecs. (c) and (d), added new Subsecs. (d) and (e) re filing and approval requirements for the proposed
plan of conversion, renumbered former Subsec. (e) as Subsec. (f), deleted specific procedures for notice to eligible account
holders in favor of notice as per commissioner's regulations in new Subsec. (f), added new Subsec. (g) re liquidation
accounts, renumbered former Subsec. (f) as Subsec. (h), deleted former Subsec. (g) and added new Subsecs. (i) and (j) re
the commissioner's considerations for approval of conversion, effective January 1, 1995; Sec. 36-142m transferred to Sec.
36a-136 in 1995; P.A. 96-109 amended Subsec. (j) to correct "Internal Revenue Code" citation; P.A. 98-260 amended
Subsec. (j) by deleting Subdiv. (4) re approvals needed for deposit insurance, redesignating existing Subdiv. (5) as Subdiv.
(4), and adding requirement for FDIC insurance prior to commencing business; P.A. 00-14 amended Subsec. (a) by defining
"deposit account" and making technical changes, made a technical change in Subsec. (b), amended Subsec. (f) by deleting
language re over-subscription to the offering, participation by every eligible account holder, savings accounts of less than
five hundred dollars and notice to account holders, amended Subsec. (g) by deleting provisions re liquidation account,
amended Subsec. (h) by deleting language re restrictions, adjustments and exceptions to regulations and adding provisions
re the commissioner's ability to waive certain provisions of regulations, and amended Subsec. (j)(2) by replacing "reorganized" with "recognized", effective April 25, 2000.
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(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 certificate of incorporation and a certificate by the secretary
of the converting bank that the proposed plan of conversion and proposed 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 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 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 the bank may, within ten days after the
effective date of such conversion, make written demand upon the converted bank for
payment of such shareholder's stock; and thereafter such shareholder's rights shall be
the same as those of a shareholder who dissents from the merger of two or more capital
stock Connecticut banks.
(b) In any conversion under this section of a Connecticut capital stock 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 that the converting bank has complied with all applicable provisions of law.
(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 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; and (C) 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 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 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 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.
(d) 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.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 amended Subsec. (a) by deleting Subdiv. (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).
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(b) A conversion under this section involving a federal bank shall be authorized only
if permitted by federal law and is subject to all requirements prescribed by federal law.
(c) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting institution has complied with all applicable
provisions of law; (2) the proposed conversion will serve public necessity and convenience; and (3) in the case of a conversion to a mutual savings bank or mutual savings
and loan association, the converting institution has equity capital at least equal to the
minimum equity capital required for the organization of a Connecticut bank. The converted institution shall not commence business unless its insurable accounts and deposits
are insured by the Federal Deposit Insurance Corporation or its successor agency.
(P.A. 94-122, S. 66, 340; P.A. 98-260, S. 6.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 amended Subsec. (c) by deleting requirement re approvals
needed for deposit insurance from Subdiv. (1) and adding requirement for FDIC insurance prior to commencing business.
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(Return to TOC) (Return to Chapters) (Return to Titles)
BRANCHES
(1) "Branch" means any office at a fixed location of a Connecticut bank, other than
the main office, at which deposits are received, checks paid and money lent and which
maintains minimum banking hours from nine o'clock a.m. until three o'clock p.m.,
Monday through Friday.
(2) "Limited branch" means any office at a fixed location of a Connecticut bank
at which banking business is conducted other than the main office, branch or mobile
branch.
(3) "Mobile branch" means any office of a Connecticut bank at which banking
business is conducted which is in fact moved or transported to one or more predetermined
locations in accordance with a predetermined schedule.
(b) (1) With the approval of the commissioner, any Connecticut bank may establish
a branch in this state.
(2) The commissioner shall not approve the establishment of a branch under this
subsection unless the commissioner considers whether: (A) Establishment of the branch
will result in an oversaturation of depository institutions in the town in which the branch
is to be located or in the area surrounding the town; (B) establishment of the branch is
consistent with safe and sound banking practices in the town or the surrounding area;
(C) the Connecticut bank seeking approval of the branch intends to operate the branch
on a long-term basis; and (D) the Connecticut bank maintains, and will continue to
maintain, a reasonable ratio of loans made in the state to deposits received from residents
of the state. In determining whether to approve the establishment of a branch under this
subsection, the commissioner shall not consider the existence of any office established
under subsection (d) of section 36a-425 by the Connecticut bank, or by a holding company of which the Connecticut bank is a subsidiary, that is situated at or near the location
of the branch.
(3) The commissioner shall not approve the establishment of any branch under this
subsection unless the commissioner makes the findings required under section 36a-34.
(c) (1) With the approval of the commissioner, any Connecticut bank may establish
in this state a limited branch that provides limited services or is open for limited time
periods. The commissioner shall not approve the establishment of a branch under this
subdivision unless the commissioner considers such factors and makes such findings
under subdivisions (2) and (3) of subsection (b) of this section as the commissioner
deems applicable. The commissioner shall approve such establishment if the commissioner determines that: (A) The interest of the neighborhood where the limited branch
is to be located will be served to advantage by the establishment of the proposed branch,
(B) the proposed products, services and banking hours are appropriate to meet the convenience and needs of the neighborhood, and (C) in the case of an establishment resulting
from the conversion of a branch to a limited branch, alternative banking services are
available in the neighborhood so that any reduction in services or hours will not result
in unmet banking needs.
(2) With the approval of the commissioner, any Connecticut bank may establish in
this state a limited branch that provides limited services or is open for limited time
periods in order to meet a special need of the neighborhood in which such limited branch
is to be located. The commissioner shall not approve the establishment of a branch under
this subdivision unless the commissioner considers such factors and makes such findings
and determinations under subdivision (1) of this subsection as the commissioner deems
necessary.
(3) A limited branch or mobile branch shall be conspicuously identified as a branch
of the Connecticut bank. The commissioner may condition the approval of such branch
with any other requirement that the commissioner deems necessary or appropriate for
the protection of depositors or the Connecticut bank.
(d) With the approval of the commissioner for each predetermined location, any
Connecticut bank may establish in this state a mobile branch that provides full or limited
services or is open for full or limited time periods. The commissioner shall not approve
the establishment of a mobile branch under this subsection unless the commissioner
makes the considerations, findings and determinations required under subdivision (1)
of subsection (c) of this section, provided that in the case of a mobile branch established
in order to meet a special need of the neighborhood in which such mobile branch is to be
located, the commissioner shall not approve such establishment unless the commissioner
makes the considerations and determinations required under subdivision (2) of subsection (c) of this section.
(e) Nothing in this section shall prohibit a Connecticut bank from establishing or
operating a branch, limited branch or mobile branch in the same or approximately the
same location as another depository institution, or continuing to operate as a branch,
limited branch or mobile branch in this state in the same or approximately the same
location, the business of any other depository institution which has been acquired by
the Connecticut bank.
(f) (1) A Connecticut bank which proposes to close any branch or limited branch
shall submit to the commissioner a notice of the proposed closing not later than the first
day of the ninety-day period ending on the date proposed for that closing. The notice
shall include a detailed statement of the reasons for the decision to close the branch or
limited branch and the statistical and other information in support of such reasons.
(2) The Connecticut bank shall provide notice of the proposed closing to its customers by:
(A) Posting a notice in a conspicuous manner on the premises of the branch or
limited branch proposed to be closed during a period not less than the thirty-day period
ending on the date proposed for that closing, and
(B) Including a notice in at least one of any regular account statements mailed to
customers of the branch or limited branch proposed to be closed or in a separate mailing,
by not later than the beginning of the ninety-day period ending on the date proposed for
that closing.
(3) A Connecticut bank which proposes to close any mobile branch shall comply
with such notice and other requirements as the commissioner may prescribe.
(g) With the approval of the commissioner, any Connecticut bank may relocate
within this state any branch or limited branch in accordance with such notice and other
requirements as the commissioner may prescribe. As used in this subsection, "relocate"
means to move within the same immediate neighborhood without substantially affecting
the nature of the business or customers served.
(h) With the approval of the commissioner, a Connecticut bank may sell a branch,
limited branch or mobile branch to any bank, Connecticut credit union or federal credit
union. The selling Connecticut bank must have been in existence and continuously
operating for at least five years unless the commissioner waives this requirement. The
commissioner shall not approve such sale if such acquiring bank or credit union, including all insured depository institutions which are affiliates of the bank or credit union,
upon consummation of the sale, would control thirty per cent or more of the total amount
of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits.
(i) With the approval of the commissioner, a Connecticut bank may establish a
branch, limited branch or mobile branch outside of this state in accordance with applicable law. The commissioner shall not grant such approval, unless: (1) The commissioner
finds, in accordance with regulations adopted pursuant to chapter 54, that the Connecticut bank has a record of compliance with the requirements of the Community Reinvestment Act of 1977, 12 USC 2901 et seq., as from time to time amended, sections 36a-
30 to 36a-33, inclusive, to the extent applicable, and applicable consumer protection
laws; (2) the Connecticut bank is adequately capitalized and the commissioner determines that it will continue to be adequately capitalized; and (3) the Connecticut bank
is adequately managed and the commissioner determines that it will continue to be
adequately managed. The commissioner may examine and supervise the out-of-state
branches of any such Connecticut bank and may enter into agreements with other state
or federal banking regulators or similar regulators in a foreign country concerning such
examinations or supervision.
(1949 Rev., S. 5783; 1951, 1955, S. 2651d; 1957, P.A. 88; 1959, P.A. 278; 1967, P.A. 318; 1969, P.A. 633, S. 1; 1971,
P.A. 224; P.A. 79-247, S. 1; P.A. 81-207, S. 1; P.A. 86-176, S. 1; P.A. 87-9, S. 2, 3; 87-205, S. 1, 6; P.A. 88-65, S. 53;
P.A. 90-2, S. 9, 20; 90-64, S. 1, 4; P.A. 92-12, S. 24; 92-17, S. 1, 7; P.A. 93-59, S. 3, 8; P.A. 94-122, S. 67, 340; Oct. Sp.
Sess. P.A. 94-1, S. 16, 21; P.A. 95-155, S. 12, 29; P.A. 96-191, S. 1, 6.)
History: 1959 act amended (3) by changing "six months" to "three years"; 1967 act required that limited-power branch
cease operation within four rather than three years after opening of new state bank and trust company or national banking
association in Subsec. (3); 1969 act replaced previous provision re closing of limited-power branch with provision specifying that branch is not required to cease operation for "two years from July 1, 1969," provided the commissioner grants
his approval; 1971 act deleted requirement that branch bank must be backed by same amount as required to establish a
state bank and trust company in Subsec. (1)(b); P.A. 79-247 deleted requirement that capital and surplus of bank and trust
company desiring to operate a branch must exceed one million dollars in Subsec. (1)(b), deleted reference to acquisition
by consolidation or merger in Subsec. (1)(c) and specified applicability to acquisition by purchase under any provision of
statutes "other than section 36-30" and inserted new Subsecs. (4) and (5), renumbering former Subsec. (4) accordingly;
P.A. 81-207 added Subsec. (7) to define "banking institution"; P.A. 86-176 added Subsec. (8) to phase out home office
protection over a three-year period; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially
by the Revisors to "commissioner of banking"); P.A. 87-205 made a technical correction to Subsec. (6) by adding the
reference "or unless authorized under the provisions of chapter 662c"; P.A. 88-65 deleted an obsolete reference in Subsec.
(3) re the closing of limited power branches; P.A. 90-2 added Subsec. (9) re factors the commissioner of banking must
consider, and findings the commissioner must make, prior to approving any branch; P.A. 90-64 added Subsec. (10) re
establishment of coexisting branches; P.A. 92-12 redesignated Subsecs., Subdivs. and Subparas., and made technical
changes; P.A. 92-17 added provisions re the establishment and operation of limited service and limited hour branches,
deleted requirement for a combined capital and surplus of not less than one million dollars and related provisions, deleted
former Subsecs. (2) to (5) and (8), redesignated former Subsec. (1) as Subsec. (a) and deleted references to establishment
of one or more branches in certain towns in former Subdivs. (a) and (b), redesignated former Subsec. (7) as Subsec. (c),
redesignated former Subsec. (9) as Subsec. (d), redesignated former Subsec. (10) as Subsec. (e), and redesignated former
Subsec. (6) as Subsec. (f); P.A. 93-59 added new Subsec. (g) authorizing state bank and trust company to sell a branch to
any state or federal banking institution located in the state with the approval of the commissioner, effective May 10, 1993;
P.A. 94-122 added new Subsec. (a) defining "branch", renumbered former Subsec. (a) as Subsec. (b), deleted Subdiv. (2)
of Subsec. (a) re the standard for establishing limited branches, added Subdivs. (2) and (3) to Subsec. (b) and Subsec. (c) re
branch establishment, renumbered former Subsec. (b) as Subdiv. (3) of Subsec. (c), deleted Subsecs. (c) and (d), renumbered
former Subsec. (e) as Subsec. (d), added new Subsecs. (e) and (f) re branch closing and relocation, and renumbered former
Subsecs. (f) and (g) as Subsecs. (g) and (h), effective January 1, 1995; Oct. Sp. Sess. P.A. 94-1 transferred the language
in former Subsec. (h) concerning the sale of branches and limited branches to Subsec. (g) and designated former Subsec.
(g), which prohibits out-of-state banks from maintaining offices within the state, as Subsec. (h)(1) and added a new Subdiv.
(2) excluding from the out-of-state bank prohibitions in Subdiv. (1) a foreign bank establishing and maintaining a federal
branch or state branch, provided the foreign bank elects this state as its home state under the International Banking Act of
1978, or a federal agency, state agency or representative office, effective January 1, 1995; Sec. 36-59 transferred to Sec.
36a-145 in 1995; P.A. 95-155 amended Subsec. (b)(2) and (d) to change references to banks and credit unions to "depository
institutions", amended Subsec. (g) to add five-year requirement and requirement re control of deposits, added new Subsec.
(h) re a Connecticut bank's establishing a branch or limited branch outside this state, renumbered former Subsec. (h) as
(i), and made technical change in Subsec. (a), effective June 27, 1995; P.A. 96-191 redefined "branch" and "limited branch"
to refer to offices at fixed locations, defined "mobile branch" and established provisions re mobile bank branches, and
deleted former Subsec. (i) re out-of-state banks, effective June 3, 1996.
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AUTOMATED TELLER MACHINES, SATELLITE DEVICES
AND POINT OF SALE TERMINALS
(b) The commissioner may adopt such regulations in accordance with the provisions
of chapter 54 as may be necessary to carry out the purpose of sections 36a-155 to 36a-
159, inclusive, and section 36a-170. Such regulations may include, but shall not be
limited to: (1) Requirements for the filing of information with the commissioner by any
financial institution, network or processor in connection with (A) the establishment or
use of automated teller machines, point of sale terminals or similar retail electronic
banking facilities in this state, (B) the provision of home banking services in this state,
and (C) the provision of network or processing services in this state; (2) provisions
concerning services that may be provided at automated teller machines, point of sale
terminals or similar retail electronic banking facilities located in this state, or by means
of home banking terminals located in this state, including services that may be offered
on a proprietary basis; and (3) provisions concerning the safety of persons using automated teller machines or similar retail electronic banking facilities. As used in this
subsection, "financial institution" means any bank, Connecticut credit union, federal
credit union, out-of-state bank or out-of-state credit union authorized under Connecticut
or federal law to accept deposits within this state, or any other person having a place of
business in this state who holds an account belonging to a consumer and who agrees
with the consumer to provide electronic fund transfer services subject to the provisions
of 12 CFR Part 205, as from time to time amended, at automated teller machines, point
of sale terminals or similar retail electronic banking facilities in this state; "account"
means a demand deposit, savings deposit, share, member or other consumer asset account, held either directly or indirectly, and established primarily for personal, family
or household purposes, including a line of credit extended to a consumer, but not including an occasional or incidental credit balance in a credit plan; "consumer" means a
natural person residing in this state; "network" means one or more financial institutions
or other persons that own and operate one or more network systems or facilities, or
provide communications or processing services to one or more automated teller machines, point of sale terminals or similar retail electronic banking facilities located in
this state, or to one or more home banking terminals located in this state; and "processor"
means one or more persons that provide communications, processing, clearing, settlement or related services to one or more financial institutions in connection with the
operation of one or more automated teller machines, point of sale terminals or similar
retail electronic banking facilities located in this state, or one or more home banking
terminals located in this state.
(P.A. 75-373, S. 2, 9; P.A. 83-298, S. 2; 83-411, S. 8, 20; P.A. 86-158, S. 2, 5; P.A. 93-275, S. 2; P.A. 94-122, S. 68,
340; P.A. 95-49, S. 2; P.A. 97-157, S. 2, 3.)
History: P.A. 83-298 clarified that more than one banking institution may establish and use satellite devices; P.A. 83-
411 provided for the use of satellite devices outside of this state on a transaction fee basis; P.A. 86-158 deleted the words
"within this state", to allow a banking institution to establish and use a point of sale terminal in other states and authorized
the establishment or use of a point of sale terminal within this state by a domestic commercial establishment; P.A. 93-275
designated existing provisions as Subsec. (a) and added provision allowing the commissioner to consider the convenience
and necessity to the public when making a decision re establishment and use of satellite devices and added Subsec. (b) re
regulations; P.A. 94-122 expressly authorized banks and credit unions to establish and use on-site ATMs in Subsec. (a),
effective January 1, 1995; Sec. 36-193b transferred to Sec. 36a-155 in 1995; P.A. 95-49 amended Subsec. (b) to add
reference to regulations pertinent to Sec. 36a-170, to add Subdivs. (1) to (3), inclusive, re the contents of the regulations,
and to add the definitions of "financial institution", "account", "consumer", "network" and "processor"; P.A. 97-157
amended Subsec. (a) to eliminate provisions requiring the commissioner's approval to establish satellite devices and
amended Subsec. (b) to eliminate regulation-making authority re fees for applications to establish satellite devices, effective
June 24, 1997.
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(b) Any bank, Connecticut credit union or federal credit union which has established
an automated teller machine which is not a satellite device may, in its discretion, permit
any other bank, Connecticut credit union or federal credit union to use such automated
teller machine, provided, (1) if such permission is granted to any other bank, Connecticut
credit union or federal credit union, the automated teller machine is made available on
a nondiscriminatory basis for use by any other bank, Connecticut credit union or federal
credit union, upon payment of reasonably proportionate costs as described under subsection (a) of this section, and (2) such use is otherwise in accordance with subsection (a)
of this section.
(P.A. 75-373, S. 3, 9; P.A. 83-298, S. 3; P.A. 94-122, S. 69, 340.)
History: P.A. 83-298 allowed one or more banking institutions to establish a satellite device or point of sale terminal
and make such device available for use by any other banking institution; P.A. 94-122 added Subsec. (b) re use of ATMs
by other banks and credit unions, effective January 1, 1995; Sec. 36-193c transferred to Sec. 36a-156 in 1995.
Statute does not authorize bank which has established an ATM to levy surcharge or fee of any kind upon a nondepositor
customer. 45 CS 566.
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(P.A. 75-373, S. 4, 9; P.A. 78-66, S. 2; P.A. 92-12, S. 54; 92-17, S. 4, 7; P.A. 94-122, S. 70, 340.)
History: P.A. 78-66 added reference to Sec. 36-196(2)(c); (Revisor's note: This reference was changed editorially by
the Revisors in 1991 to "subdivision (3) of subsection (c) of section 36-196" to reflect the changes made to Sec. 36-196
by public act 85-415, S. 4); P.A. 92-12 and P.A. 92-17 made technical changes; P.A. 94-122 clarified that a satellite device
or point of sale terminal is not a branch or office, effective January 1, 1995; Sec. 36-193d transferred to Sec. 36a-157 in 1995.
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(b) An out-of-state bank or out-of-state credit union may use an automated teller
machine or point of sale terminal located in this state provided: (1) Such bank or credit
union obtains permission to use the automated teller machine or point of sale terminal
in this state from the owner of such automated teller machine or point of sale terminal;
(2) such bank or credit union uses the automated teller machine in this state on a transaction fee basis; (3) unless such bank or credit union or an affiliate of such bank or credit
union is otherwise authorized under the laws of this state or federal law to accept deposits
within the state, the transactions available to customers of such bank or credit union on
any such automated teller machine shall be limited to withdrawals, advances and transfers and shall not include deposit transactions; and (4) any such automated teller machine
is established and used in accordance with the provisions of sections 36a-155 and
36a-156.
(P.A. 75-373, S. 6, 9; P.A. 78-66, S. 3; P.A. 84-164, S. 2; P.A. 86-158, S. 3, 5; P.A. 89-262; P.A. 90-2, S. 16, 20; P.A.
94-122, S. 71, 340; P.A. 95-155, S. 13, 29.)
History: P.A. 78-66 included credit unions within purview of section; P.A. 84-164 added Subsec. (b) authorizing use
of satellite device or point of sale terminal in this state by banking corporation organized under the laws of or having its
principal office in another state provided certain conditions are met; P.A. 86-158 applied provisions to federal savings
banks, deleted references to point of sale terminals in Subdivs. (2) and (3) of Subsec. (b) and added Subdiv. (4) requiring
establishment and use of satellite device in accordance with Secs. 36-193b and 36-193c; P.A. 89-262 added provision
specifying when prohibition of establishment or use of satellite device or point of sale terminal does not apply; P.A. 90-2
amended Subsec. (a) by changing New England savings bank and New England savings and loan association to out-of-
state savings bank and out-of-state savings and loan association; P.A. 94-122 allowed out-of-state bank affiliates authorized
to accept deposits in Connecticut to accept deposits at automated teller machines and made technical changes, effective
January 1, 1995; Sec. 36-193f transferred to Sec. 36a-158 in 1995; P.A. 95-155 changed "Connecticut law" to "the laws
of this state or federal law" in Subsecs. (a) and (b), effective June 27, 1995.
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(P.A. 75-373, S. 8, 9; P.A. 77-614, S. 161, 610; P.A. 87-9, S. 2, 3; P.A. 94-122, S. 72, 340.)
History: P.A. 77-614 replaced bank commissioner with banking commissioner, effective January 1, 1979; (Revisor's
note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-193h transferred to Sec. 36a-159 in 1995.
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HOME BANKING
(b) Any bank or out-of-state bank, and any Connecticut credit union or federal credit
union may provide home banking services to customers.
(c) Any electronic transfer of funds by means of a home banking terminal authorized
under this section shall be subject to the Electronic Fund Transfer Act, 15 USC Section
1693, et seq., as from time to time amended, and Regulation E of the Federal Reserve
Board, 12 CFR Part 205, as from time to time amended.
(d) Home banking terminals are not automated teller machines, satellite devices,
branches or offices for any purpose under this title.
(P.A. 90-223, S. 1, 2; P.A. 94-122, S. 73, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-9ff transferred to Sec. 36a-170 in 1995.
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BANK HOLDING COMPANIES
(1969, P.A. 598, S. 1.)
History: Sec. 36-418 transferred to Sec. 36a-180 in 1995.
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(b) There shall be submitted to the commissioner with the plan of organization, a
certificate of the secretary of the parent corporation, certifying that such plan has been
approved by the governing board by vote of a majority of all the directors, and a certificate of the secretary of the Connecticut bank certifying that such plan has been submitted
to the holders of the voting securities of such bank at a meeting held upon at least five
days' notice, specifying the time, place and object of such meeting and addressed to
each such shareholder at the address appearing upon the books of the bank and that at
such shareholders' meeting at least two-thirds of each class of voting securities of the
bank voted to approve such plan. The commissioner shall determine whether the terms
of such plan of organization are reasonable and in accordance with law and sound public
policy. The commissioner, if the commissioner so determines, shall thereupon certify
the commissioner's findings and approval upon such plan. Such plan, when filed in
the office of the Secretary of the State, shall evidence the terms and conditions of the
organization. The commissioner shall not approve such plan of organization unless
the commissioner considers whether: (1) The investment and lending policies of the
Connecticut bank are consistent with safe and sound banking practices and will benefit
the economy of this state; (2) the services or proposed services of the Connecticut bank
are consistent with safe and sound banking practices and will benefit the economy of
this state; (3) the parent corporation has sufficient capital to ensure, and agrees to ensure,
that the Connecticut bank will comply with applicable minimum capital requirements;
and (4) the parent corporation has sufficient managerial resources to operate the Connecticut bank in a safe and sound manner. The commissioner shall not approve such
plan of organization unless the commissioner makes the findings required pursuant to
section 36a-34. Upon such filing in the office of the Secretary of the State, the plan
and the organization provided for therein shall become effective, unless a later date is
specified in the plan, in which event the plan and organization shall become effective
upon such later date.
(c) Upon the effective date of the plan and the organization provided for therein,
the shareholders of the Connecticut bank shall, except to the extent that they have received other securities of the parent corporation or cash in lieu of fractional shares, be
holders of the voting securities of the parent corporation. Unless such plan otherwise
provides, the Connecticut bank may require each shareholder to surrender such shareholder's certificates of stock in the Connecticut bank and, in that event, no shareholder,
until such surrender of the shareholder's certificates, shall be entitled to vote thereon
or to collect dividends declared thereon or to receive cash in lieu of fractional shares or
the shares or other securities of the parent corporation. Any shareholder of the Connecticut bank whose stock has been so acquired who, on or before the date of such shareholders' meeting, gave written notice to the Connecticut bank of such shareholder's objection
thereto, may, within ten days after the plan of organization has been filed in the office
of the Secretary of the State, demand in writing from the Connecticut bank payment for
such shareholder's stock and the Connecticut bank shall, within three months thereafter,
pay such shareholder the value of such shareholder's stock at the date upon which such
organization became effective. In case of disagreement as to the value of the stock of the
Connecticut bank to be acquired, such value shall be ascertained by three disinterested
persons to be chosen one by the shareholder, one by the Connecticut bank and the third
by the two thus selected, and, if their award is not paid within sixty days from its date,
it shall become a debt of the Connecticut bank and may be collected as such and such
shareholder, upon receiving payment therefor, shall transfer such shareholder's stock
to the Connecticut bank.
(1969, P.A. 598, S. 3; 1971, P.A. 322, S. 2; P.A. 82-194, S. 2, 14; P.A. 83-406, S. 8, 11; P.A. 91-189, S. 5, 13; P.A.
92-12, S. 83; P.A. 93-24, S. 1, 9; P.A. 94-122, S. 74, 340; P.A. 95-155, S. 14, 29; P.A. 96-54, S. 3, 9.)
History: 1971 act referred to "common" stockholders and "common capital" stock in Subsec. (b) and made other minor
language changes; P.A. 82-194 amended Subsec. (a) by adding "capital stock savings and loan associations" to the definition
of "subsidiary bank", amended Subsec. (b) by authorizing the commissioner's certification in lieu of a stockholders' vote,
clarified the provisions of Subsec. (c), and amended Subsec. (d) by providing that the section does not apply to mergers
or consolidations "of banks or associations"; P.A. 83-406 amended Subsec. (a) to add capital stock savings banks; P.A.
91-189 amended Subsec. (b) by adding factors to be considered and findings to be made by the commissioner prior to
approving a plan of acquisition; P.A. 92-12 made technical changes in Subsec. (b); (Revisor's note: The words "of banking"
were deleted editorially by the Revisors after "commissioner" in Subsec. (b) for consistency); P.A. 93-24 amended Subsec.
(b) to include the consideration of the parent corporation of a banking institution in the banking institution's record of
compliance for the Community Reinvestment Act in the commissioner's granting approval of a plan of acquisition, effective
May 4, 1993; P.A. 94-122 deleted community reinvestment and approval standards in Subsec. (b) and made technical
changes, effective January 1, 1995; Sec. 36-420 transferred to Sec. 36a-181 in 1995; P.A. 95-155 amended Subsec. (b) by
adding Subdiv. (1) re five-year requirement and Subdiv. (2) re controlling deposits and by changing former Subdivs. (1)
to (5), inclusive to Subparas. (A) to (E) within new Subdiv. (3), and amended Subsec. (c) by adding "parent" in the first
sentence, effective June 27, 1995; P.A. 96-54 deleted Subsec. (d) re nonapplicability of section to mergers or consolidations,
made changes re holding companies, and substituted "Connecticut bank" for "subsidiary bank", "organization" for "acquisition", "voting securities" for "shares of common stock" and "holders" for "shareholders", effective May 7, 1996.
See Sec. 36a-34 re community reinvestment and approval standards.
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(1969, P.A. 598, S. 7; P.A. 78-121, S. 110, 113; P.A. 82-194, S. 3, 14; P.A. 83-406, S. 9, 11; P.A. 88-65, S. 36; P.A.
94-122, S. 75, 340; P.A. 96-271, S. 200, 254.)
History: P.A. 78-121 removed private bankers from purview of section; P.A. 82-194 included stock savings and loan
associations within the provisions of section; P.A. 83-406 added capital stock savings banks; P.A. 88-65 deleted references
to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-421 transferred to Sec. 36a-
182 in 1995; P.A. 96-271 replaced reference to Sec. 33-286 with Sec. 33-645, effective January 1, 1997.
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(b) Nothing in sections 36a-180 to 36a-191, inclusive, shall be construed to prohibit
a company from being both a bank holding company and a savings and loan holding
company.
(1969, P.A. 598, S. 8; P.A. 82-194, S. 4, 14; P.A. 94-122, S. 76, 340; P.A. 96-271, S. 201, 254.)
History: P.A. 82-194 added Subsec. (b) construing chapter 658; P.A. 94-122 made technical changes, effective January
1, 1995; Sec. 36-422 transferred to Sec. 36a-183 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to "section
33-397" with "subsection (b) of section 33-920", effective January 1, 1997.
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(1) "Person" means any person who engages, or in any way participates, in any of
the activities described in subsection (b) of this section, and includes any affiliate or
associate of that person. "Person" does not include any person excluded from the definition of "offeror" in subdivision (3) of section 36b-41. The information required by
subdivisions (1) to (10), inclusive, of subsection (c) of this section shall be given for
each person.
(2) "Associate" of a person means any person acting jointly or in concert with that
person for the purpose of acquiring, holding or disposing of, or exercising any voting
rights attached to, the equity securities of a bank or holding company.
(3) "Security convertible into a voting security" does not include a stock purchase
warrant.
(b) No person shall make a tender offer for, or a request or invitation for tenders
of, enter into any agreement to exchange securities for, or acquire, in the open market
or otherwise, any voting security, or any security convertible into a voting security, of
a bank or holding company, if, as a result of the consummation thereof, and the conversion of any such convertible securities, such person would, directly or indirectly, be the
beneficial owner of (1) more than ten per cent or (2) twenty-five per cent or more of
any class of voting securities of such bank or holding company unless, prior to the time
any tender offer, request or invitation is made to security holders or prior to the effective
date of any agreement entered into, or prior to the acquisition of such securities if no
offer or agreement is involved, such person has filed with the commissioner, and has
sent to such bank or holding company by certified mail, return receipt requested, an
acquisition statement containing the information required by this section and such offer,
request, invitation, or acquisition has not been disapproved by the commissioner in the
manner prescribed in this section and section 36a-185.
(c) The acquisition statement shall, except to the extent waived by the commissioner, contain the following information: (1) The background and identity of the person
by whom or on whose behalf the acquisition is to be effected; (2) the source and amount
of the funds or other consideration used or to be used in making the acquisition; a
description of any transaction wherein funds were or are to be obtained for the purpose
of the acquisition, including the identity of the persons furnishing the funds; and any
arrangements, agreements or understandings with such persons; (3) full audited financial
information as to the earnings and financial condition of such person for the preceding
five fiscal years and similar information, which may be unaudited, as of a date not later
than ninety days prior to the filing of the statement; (4) any plans or proposals which
such person may have to liquidate such bank or holding company, to sell its assets or
merge or consolidate it with any person, or to make any other material change in its
business or corporate structure or management; (5) the number of shares or principal
amount of the security which such person proposes to acquire, and the terms of the offer,
request, invitation, agreement or acquisition, as the case may be, and a statement as to
the method by which the fairness of the proposal was arrived at; (6) information as
to any contracts, arrangements or understandings with any person with respect to any
securities of such bank or holding company, including but not limited to transfer of any
of the securities, option arrangements, puts or calls, or the giving or withholding of
proxies, naming the persons with whom such contracts, arrangements or understandings
have been entered into, and giving the details thereof; (7) information as to the purchases
of any securities of the bank or holding company or of such person, by such person or
any persons affiliated with such person during the preceding twelve calendar months,
including the dates of purchase, names of the purchasers, and consideration paid or
agreed to be paid therefor; (8) information as to any recommendations to purchase the
securities of the bank or holding company or such person made during the preceding
twelve calendar months by such person, by persons affiliated with such person or by
anyone based upon interviews with or at the suggestion of such person or anyone affiliated with such person; (9) copies of all proposed tender offers, requests or invitations
for tenders, exchange offers, contracts or agreements and advertisements making a
tender offer or requests or invitations for tenders, and additional material soliciting or
requesting such tender offers; and (10) such additional information as the commissioner
may require as necessary or appropriate for the protection of the depositors of a bank
and the security holders of a bank or holding company, or in the public interest.
(d) If any material change occurs in the facts set forth in the acquisition statement,
an amendment shall be filed immediately with the commissioner and sent immediately
to such bank or holding company setting forth those changes.
(e) If any offer, invitation, request, agreement or acquisition is proposed to be made
by means of a registration statement under the Securities Act of 1933 or in circumstances
requiring the disclosure of similar information under the Securities Exchange Act of
1934, the person required to file the acquisition statement may utilize the registration
statement in furnishing the required information to the extent that the registration statement contains such information.
(1969, P.A. 598, S. 9; 1971, P.A. 322, S. 3; P.A. 82-194, S. 5, 14; P.A. 84-546, S. 90, 173; P.A. 86-340, S. 1, 2; P.A.
91-189, S. 6, 13; P.A. 92-12, S. 84; P.A. 93-24, S. 2, 9; P.A. 94-122, S. 77, 340.)
History: 1971 act specified applicability of Subsec. (a) re conversion of convertible securities and in Subsec. (b) required
that acquisition statement contain, as alternative to number of shares, the principal amount of security and substituted
"request, invitation, agreement or acquisition" for "exchange" in Subdiv. (5); P.A. 82-194 amended Subsecs. (a) to (c) to
include references to associations, deleted former Subsec. (c) concerning two or more persons acting together for acquisition
purposes and added Subsec. (d) defining "person", "affiliate" and "associate"; P.A. 84-546 made technical change in
Subsec. (a); P.A. 86-340 required filing of acquisition statement prior to "effective date" of agreement rather than prior to
time agreement "is entered into" in Subsec. (a); P.A. 91-189 amended Subsec. (a) to require the filing of an acquisition
statement if the person making the acquisition would be the beneficial owner of twenty-five per cent or more of any class
of voting securities; P.A. 92-12 made technical changes in Subsec. (d); P.A. 93-24 amended Subsec. (d) by adding a
definition of "security convertible into a voting security", effective May 4, 1993; P.A. 94-122 added new Subsec. (a)
containing definitions from former Subsec. (d) with minor technical changes and deleted former Subsec. (d), renumbered
former Subsecs. (a), (b) and (c) as Subsecs. (b), (c) and (d), and added new Subsec. (e) re registration statements, effective
January 1, 1995; Sec. 36-423 transferred to Sec. 36a-184 in 1995.
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(b) The commissioner may disapprove any such offer, invitation, request,
agreement or acquisition if the commissioner finds that:
(1) Upon completion of the acquisition, the bank referred to in the acquisition statement would be unable to satisfy the requirements for the issuance of a certificate of
incorporation or a certificate of authority to carry on the business of banking to the same
extent and in the same manner as it was authorized to carry on such business immediately
prior to the acquisition;
(2) The financial condition of the acquiring person might jeopardize the financial
stability of such bank or holding company, or prejudice the interests of depositors or
security holders whose securities will not be acquired by the acquiring person;
(3) If a tender offer or exchange offer is contemplated, its terms are unfair and
inequitable to the security holders of such bank or holding company;
(4) The plans or proposals which the acquiring person has to liquidate such bank
or holding company, to sell its assets or to merge or consolidate it with any person, or
to make any other material change in its business or corporate structure or management,
are unfair or prejudicial to depositors or to security holders of such bank or holding
company;
(5) The competence, experience and integrity of the acquiring person are such that
it would not be in the interest of the depositors or of the security holders of such bank
or holding company or in the public interest for such offer, request, invitation, agreement
or acquisition to be made; or
(6) The benefits to the public are clearly outweighed by the possible adverse effects,
including, but not limited to, an undue concentration of resources and decreased or unfair
competition.
(c) The commissioner shall disapprove such offer, invitation, request, agreement
or acquisition if: (1) It involves the acquisition of the voting securities or securities
convertible into voting securities of a bank that has not been in existence and continuously operating for at least five years, or a holding company, the subsidiary banks of
which have not been in existence and continuously operating for at least five years,
unless the commissioner waives this requirement or (2) the acquiring person, including
all insured depository institutions which are affiliates of the person, upon consummation
of the acquisition, would control thirty per cent or more of the total amount of deposits
of insured depository institutions in this state, unless the commissioner permits a greater
percentage of such deposits. In making the determination to disapprove or not to disapprove such offer, invitation, request, agreement or acquisition, the commissioner shall
consider whether: (A) The investment and lending policies of the bank referred to in
the acquisition statement are consistent with safe and sound banking practices and will
benefit the economy of this state; (B) the services or proposed services of the bank
referred to in the acquisition statement are consistent with safe and sound banking practices and will benefit the economy of this state; (C) the proposed acquisition will not
substantially lessen competition in the banking industry of this state; and (D) the acquiring person, if such person would be the beneficial owner of twenty-five per cent or more
of any class of voting securities of the bank or holding company referred to in the
acquisition statement, (i) has sufficient capital to ensure, and agrees to ensure, that the
bank referred to in the acquisition statement will comply with applicable minimum
capital requirements, and (ii) has sufficient managerial resources to operate the bank or
holding company referred to in the acquisition statement in a safe and sound manner. The
commissioner shall disapprove such offer, invitation, request, agreement or acquisition
unless the commissioner can make the findings required by section 36a-34.
(1969, P.A. 598, S. 11; 1971, P.A. 322, S. 4; P.A. 82-194, S. 6, 14; P.A. 91-189, S. 7, 13; P.A. 93-24, S. 3, 9; P.A. 94-
122, S. 78, 340; P.A. 95-155, S. 15, 29; P.A. 96-54, S. 4, 9; P.A. 98-260, S. 7.)
History: 1971 act substituted reference to Sec. 36-423 for reference to Sec. 36-420; P.A. 82-194 amended Subsecs. (a),
(b) and (c) by revising the provision for requesting a hearing and the hearing procedure, including shortening the time
period for the commencement of the hearing and for the giving of notice, and amended Subsec. (d) by changing "bank or
bank holding company" to "bank, association or holding company"; P.A. 91-189 amended Subsec. (d) by adding Subdiv.
(6) re finding that benefits to the public outweigh adverse effects and added Subsec., (e) re factors to be considered and
findings to be made by the commissioner; P.A. 93-24 amended Subsec. (e) by deleting references to "bank, association or
subsidiaries" in favor of references to "acquiring persons" in a banking institution or holding company situation and added
provisions re the adequacy of services to be provided based on the acquiring person's status as either an entity or individual
having twenty-five per cent or more of any class of voting securities and added provisions governing in cases where
acquiring person is individual owning less than twenty-five per cent of all classes of voting securities, effective May 4,
1993; P.A. 94-122 deleted community reinvestment and approval standards in Subsec. (e) and made technical changes,
effective January 1, 1995; Sec. 36-425 transferred to Sec. 36a-185 in 1995; P.A. 95-155 amended Subsec. (e) by adding
Subdiv. (1) re five-year requirement and Subdiv. (2) re controlling deposits, by changing Subdiv. numbering to Subpara.
lettering, and by making technical changes, effective June 27, 1995; P.A. 96-54 amended Subsec. (e) to substitute "or" for
"and" immediately preceding Subdiv. (2), effective May 7, 1996; P.A. 98-260 amended Subsec. (a) by deleting provisions
re public hearing and adding reference to Sec. 36a-24, deleted former Subsecs. (b) and (c), redesignated existing Subsec.
(d) as Subsec. (b) and deleted provisions re determination after conclusion of hearing, and redesignated existing Subsec.
(e) as Subsec. (c).
See Sec. 36a-34 re community reinvestment and approval standards.
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(1969, P.A. 598, S. 12; 1971, P.A. 322, S. 5; P.A. 78-280, S. 2, 6, 127; P.A. 82-194, S. 7, 14; P.A. 88-230, S. 1, 12;
P.A. 90-98, S. 1, 2; P.A. 91-357, S. 56, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 79, 340; P.A. 95-220, S. 4−6.)
History: 1971 act made provisions applicable for offers, requests, etc. "proposed to be made" in contravention of chapter
provisions or other rule, regulation or order of the commissioner; P.A. 78-280 replaced "Hartford county" with "judicial
district of Hartford-New Britain" and general reference to counties with general reference to judicial districts; P.A. 82-
194 changed "bank or bank holding company" to "bank, association or holding company"; P.A. 88-230 replaced "judicial
district of Hartford-New Britain" with "judicial district of Hartford", effective September 1, 1991; P.A. 90-98 changed
the effective date of P.A. 88-230 from September 1, 1991, to September 1, 1993; P.A. 91-357 deleted obsolete language
re judge of the superior court and made technical changes; P.A. 93-142 changed the effective date of P.A. 88-230 from
September 1, 1993, to September 1, 1996, effective June 14, 1993; P.A. 94-122 made technical changes, effective January
1, 1995; Sec. 36-426 transferred to Sec. 36a-186 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from
September 1, 1996, to September 1, 1998, effective July 1, 1995.
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(b) The commissioner may enforce the provisions of sections 36a-180 to 36a-191,
inclusive, and any regulation adopted or order issued under said sections by application
for appropriate relief to the superior court for the judicial district of Hartford, which
court is hereby vested with exclusive jurisdiction over such proceedings, subject to any
other provisions of the laws of the United States with respect to venue.
(1969, P.A. 598, S. 13; P.A. 78-280, S. 6, 127; P.A. 83-132, S. 2, 3; P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-
142, S. 4, 7, 8; P.A. 94-122, S. 80, 340; P.A. 95-220, S. 4−6.)
History: P.A. 78-280 substituted "judicial district of Hartford-New Britain" for "Hartford county" in Subsec. (b); P.A.
83-132 amended Subsec. (a) to authorize the commissioner to order a holding company to cease and desist from any activity
constituting a serious risk to the financial safety, soundness or stability of a holding company subsidiary bank or savings
and loan association; P.A. 88-230 replaced "judicial district of Hartford-New Britain" with "judicial district of Hartford",
effective September 1, 1991; P.A. 90-98 changed the effective date of P.A. 88-230 from September 1, 1991, to September
1, 1993; P.A. 93-142 changed the effective date of P.A. 88-230 from September 1, 1993, to September 1, 1996, effective
June 14, 1993; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-427 transferred to Sec. 36a-187
in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective
July 1, 1995.
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(P.A. 83-132, S. 1, 3; P.A. 94-122, S. 81, 340.)
History: P.A. 94-122 deleted Subsec. (a), defining "holding company", consolidated Subsecs. (b) and (c) and made
technical changes, effective January 1, 1995; Sec. 36-427a transferred to Sec. 36a-188 in 1995.
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(1969, P.A. 598, S. 14; P.A. 77-603, S. 123, 125.)
History: P.A. 77-603 substituted appeals under chapter 54 for appeals under chapter 637; Sec. 36-428 transferred to
Sec. 36a-189 in 1995.
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(1969, P.A. 598, S. 15; 1971, P.A. 322, S. 6; P.A. 82-194, S. 8, 14; P.A. 85-330, S. 12, 14; P.A. 93-24, S. 4, 9; P.A.
94-122, S. 82, 340; P.A. 96-54, S. 5, 9; P.A. 97-223, S. 2, 8.)
History: 1971 act made technical grammatical changes; P.A. 82-194 included "associations" in the coverage of the
exemptions, deleted an exemption for a transaction subject to federal law "requiring the registration and providing for the
regulation of bank holding companies", and added new Subdiv. exempting transactions involving the acquisition of securities upon the commissioner's certification, relettering accordingly; P.A. 85-330 added Subdiv. (i) re mutual holding companies and reorganized savings institutions; P.A. 93-24 deleted Subdiv. (e) which had exempted issuance of voting securities
from specified sections and relettered the remaining Subdivs. accordingly, effective May 4, 1993; P.A. 94-122 made
technical changes, effective January 1, 1995; Sec. 36-429 transferred to Sec. 36a-190 in 1995; P.A. 96-54 deleted former
Subdiv. (b) re transaction resulting in shareholders owning at least eighty per cent of shares, and relettered remaining
Subdivs., effective May 7, 1996; P.A. 97-223 added provision re the acquisition of voting shares of a reorganized savings
institution by a nonstock corporation pursuant to Subsec. (b) of Sec. 36a-192 and made technical changes, effective June
24, 1997.
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(1969, P.A. 598, S. 16.)
History: Sec. 36-430 transferred to Sec. 36a-191 in 1995.
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(b) (1) Notwithstanding any other provision of the general statutes, any mutual
savings bank or mutual savings and loan association may reorganize so as to form a
mutual holding company by: (A) Causing a nonstock corporation to be organized under
the laws of this state; (B) (i) in the case of a mutual savings bank, causing such nonstock
corporation to form a reorganized savings institution by organizing a capital stock savings bank in accordance with section 36a-193, or (ii) in the case of a mutual savings
and loan association, causing such nonstock corporation to form a reorganized savings
institution by organizing a capital stock savings and loan association in accordance with
section 36a-193; (C) causing such nonstock corporation to acquire a majority of the
ordinary voting shares of such reorganized savings institution; and (D) merging the
mutual savings bank or mutual savings and loan association with and into such reorganized savings institution in accordance with the provisions of subdivision (2) of this
subsection and section 36a-125, except that subsections (e), (f) and (i) of section 36a-
125 shall not apply.
(2) Upon application by the constituent banks, and upon receipt of a copy of the
agreement of merger, the commissioner shall determine whether the terms of the merger
are reasonable and in accordance with law and sound public policy. The commissioner,
if the commissioner so determines, shall approve the merger. The commissioner shall
not approve the merger of the mutual savings bank or mutual savings and loan association
with and into the reorganized savings institution if: (A) The merger would be unfair or
prejudicial to the depositors of the mutual savings bank or mutual savings and loan
association; (B) the interest of the public will not be served by the merger; (C) disapproval is necessary to prevent unsafe and unsound banking practices; or (D) the financial
or managerial resources of the constituent banks do not warrant approval of the merger.
After approval of the merger by the commissioner, a copy of the agreement and a copy
of the commissioner's approval shall be filed in the office of the Secretary of the State.
Upon completion of the merger, the nonstock corporation shall be a mutual holding
company and persons who had ownership, liquidation or voting rights with respect to
the mutual savings bank or mutual savings and loan association shall continue to have
such rights solely with respect to such mutual holding company.
(c) A reorganization of a mutual savings bank or mutual savings and loan association
pursuant to sections 36a-192 to 36a-199, inclusive, shall be approved by two-thirds of
the governing board of the mutual savings bank or mutual savings and loan association.
No such approval shall be required of creditors of, or persons having ownership, liquidation or voting rights with respect to, a mutual savings bank. The reorganization of a
mutual savings and loan association shall also be approved by a majority of the depositors
present and voting at a meeting called for the purpose of considering such a reorganization.
(d) (1) A mutual savings bank or mutual savings and loan association proposing
to reorganize pursuant to sections 36a-192 to 36a-199, inclusive, shall provide the commissioner with prior written notice of the proposed reorganization. The notice shall
contain such relevant information as the commissioner may require.
(2) Unless the commissioner disapproves the formation of the proposed mutual
holding company within sixty days after the commissioner's receipt of notice of the
proposed reorganization or, by written notice issued within such sixty-day period to the
mutual savings bank or mutual savings and loan association proposing to reorganize,
extends for another thirty days the period during which such disapproval may be issued,
the mutual savings bank or mutual savings and loan association may proceed with such
reorganization. If the commissioner extends the period during which such disapproval
may be issued but within such extension period does not disapprove the proposed reorganization, the mutual savings bank or mutual savings and loan association may proceed
with such reorganization.
(3) The commissioner may disapprove any proposed mutual holding company formation only if: (A) The formation of the proposed mutual holding company would be
unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and
loan association proposing to reorganize; (B) the interest of the public will not be served
by the formation of the proposed mutual holding company; (C) such disapproval is
necessary to prevent unsafe or unsound banking practices; (D) the financial or managerial resources of the mutual savings bank or mutual savings and loan association proposing to reorganize do not warrant approval of such proposal; or (E) the mutual savings
bank or mutual savings and loan association proposing to reorganize fails to furnish any
information required under subdivision (1) of this subsection.
(4) In connection with the reorganization of a mutual savings bank or mutual savings
and loan association into a mutual holding company under subsection (a) of this section,
the mutual holding company may retain assets to the extent that such assets are not then
required to be transferred to the reorganized savings institution in order to satisfy capital
or reserve requirements of any applicable state or federal law.
(5) Investment of the assets of a mutual holding company shall be subject to (A)
all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, and
applicable to a mutual savings bank or mutual savings and loan association, as the case
may be, under the laws of this state; and (B) any limitations of federal law, in effect
from time to time, which expressly apply to such investments when made by (i) a mutual
savings bank or mutual savings and loan association, or (ii) a holding company of a
capital stock savings bank or capital stock savings and loan association, as the case
may be.
(P.A. 85-330, S. 2, 14; P.A. 94-122, S. 83, 340; P.A. 97-223, S. 3, 8; P.A. 98-260, S. 8.)
History: P.A. 94-122 changed the vote required for reorganization from majority to two-thirds in Subsec. (c) and made
technical changes, effective January 1, 1995; Sec. 36-142aa transferred to Sec. 36a-192 in 1995; P.A. 97-223 deleted
former Subsec. (b) and combined provisions with Subsec. (a), added new Subsec. (b) re organization of nonstock corporation
and merger, and made conforming and technical changes in Subsecs. (c) and (d), effective June 24, 1997; P.A. 98-260
amended Subsec. (b) by deleting provisions re approval in accordance with Subsecs. (b) and (d) of Sec. 36a-125, approvals
needed for FDIC insurance and expiration of federal waiting period from Subdiv. (2).
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(b) The mutual savings bank, mutual savings and loan association or nonstock corporation proposing to form a reorganized savings institution shall submit an application
to the commissioner containing such information as the commissioner shall require and
shall execute, acknowledge and file with the commissioner a certificate of incorporation
stating: (1) The name of the reorganized savings institution; (2) the town in which the
main office is to be located and the town's population; (3) the amount, authorized number
and par value, if any, of shares of its capital stock; (4) the minimum amount of equity
capital with which such reorganized savings institution shall commence business, which
amount may be less than its authorized capital but shall not be less than that required
by subsection (a) of this section; and (5) the name, occupation, and residence, post office
or business address of each organizer and prospective initial director of the reorganized
savings institution. The organizers shall separately file with the commissioner a notice
of the residence of each organizer and prospective initial director whose residence address is not included in the proposed certificate of incorporation.
(c) The commissioner, before approving such application and certificate of incorporation and issuing a certificate of authority, shall consider whether: (1) The formation
of the reorganized savings institution would be unfair or prejudicial to the depositors
of the mutual savings bank or mutual savings and loan association proposing, directly
or through a nonstock corporation, to form the proposed reorganized savings institution;
(2) the interest of the public will be served by the formation of the proposed reorganized
savings institution; (3) the formation of such reorganized savings institution accords
with safe and sound banking practices; and (4) the financial and managerial resources of
the mutual savings bank or mutual savings and loan association proposing to reorganize
warrant approval of such proposal.
(d) If the commissioner approves such application and certificate of incorporation,
the commissioner shall issue two copies of a certificate of authority to such reorganized
savings institution to commence the business of a capital stock savings bank or capital
stock savings and loan association, as the case may be. Such reorganized savings institution shall file one copy of such certificate with the Secretary of the State and shall retain
one copy.
(e) No reorganized savings institution shall commence business until its insurable
accounts or deposits are insured by the Federal Deposit Insurance Corporation or its
successor agency and until a certificate of authority has been issued and filed with the
Secretary of the State, provided the acceptance of subscriptions for such deposits as may
be necessary to obtain such insurance of deposits is not considered to be commencing
business.
(P.A. 85-330, S. 3, 14; P.A. 91-357, S. 30, 78; P.A. 92-54, S. 3, 6; P.A. 94-122, S. 84, 340; P.A. 97-223, S. 4, 8.)
History: P.A. 91-357 deleted references to the Federal Savings and Loan Insurance Corporation from Subsec. (e);
P.A. 92-54 amended Subsec. (a) to require a minimum capital and surplus of one million dollars for reorganized savings
institutions organized to function solely in a fiduciary capacity and two million five hundred thousand dollars for all other
reorganized savings institutions; P.A. 94-122 raised the amount of capital required for a reorganized institution to commence
business from two million five hundred dollars to five million dollars, and from one million to two million dollars if the
institution is to function solely as a fiduciary in Subsec. (a), changed "capital stock" to "equity capital", required that the
organizers file separate notice of the address of each organizer and director whose residence is not included in the proposed
certificate of incorporation in Subsec. (b) and made technical changes, effective January 1, 1995; Sec. 36-142bb transferred
to Sec. 36a-193 in 1995; P.A. 97-223 amended Subsecs. (b) and (c) by adding provisions re nonstock corporations and
making technical changes, effective June 24, 1997.
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(b) Without limiting any powers it may have under sections 36a-192 to 36a-199,
inclusive, or any other provisions of the general statutes, a mutual holding company
may merge or consolidate with or acquire the assets of another mutual holding company
or a holding company one of whose subsidiaries is a capital stock savings bank or capital
stock savings and loan association in accordance with the applicable provisions of this
title. No such merger, consolidation or acquisition shall take place if: (1) It involves the
acquisition of a Connecticut bank or a reorganized savings institution that has not been
in existence or continuously operating for at least five years, unless the commissioner
waives this requirement or (2) the mutual holding company, including all insured depository institutions which are affiliates of the mutual holding company, upon consummation
of the merger, consolidation or acquisition, would control thirty per cent or more of the
amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of deposits.
(c) Except as provided in section 36a-192, any acquisition by a mutual holding
company of the shares of a capital stock savings bank or capital stock savings and
loan association shall be conducted in accordance with sections 36a-184 to 36a-190,
inclusive, unless such provisions are clearly inapplicable to the proposed acquisition.
(d) The investment percentage limitations of this title apply on a consolidated basis
to a mutual holding company and any reorganized savings institution, capital stock
savings bank or capital stock savings and loan association, as the case may be, which
is a subsidiary of such mutual holding company. Solely for purposes of applying such
investment percentage limitations, the assets of a mutual holding company and any
reorganized savings institution, capital stock savings bank or capital stock savings and
loan association, as the case may be, which is a subsidiary of such mutual holding
company, shall be aggregated after appropriate elimination of intercompany investments and indebtedness.
(e) If at any time, the mutual holding company of a reorganized savings institution
sells or otherwise disposes of ordinarily voting shares in the reorganized savings institution and as a result such mutual holding company no longer owns more than fifty-one
per cent of the ordinarily voting shares of such reorganized savings institution, or if the
reorganized savings institution sells substantially all of its assets in a transaction in
which substantially all of the deposit liabilities of such reorganized savings institution
are assumed and become liabilities of the purchaser of such assets, the commissioner
may apply to the superior court for the judicial district of Hartford or the judicial district
in which such mutual holding company is situated for the appointment of a receiver to
wind up the affairs of the mutual holding company; and the court may appoint such
receiver after reasonable notice to the mutual holding company and such reorganized
savings institution. Such receivership is governed by the provisions of sections 36a-223
to 36a-239, inclusive.
(P.A. 85-330, S. 4, 14; P.A. 88-65, S. 54; 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 31, 78; P.A. 93-142, S.
4, 7, 8; P.A. 94-122, S. 85, 340; P.A. 95-155, S. 16, 29; 95-220, S. 4−6; P.A. 96-54, S. 6, 9; P.A. 97-223, S. 5, 8.)
History: P.A. 88-65 deleted a reference to Sec. 36-178a; P.A. 91-357 deleted obsolete language re judge of the superior
court from Subsec. (e) and made technical changes; P.A. 94-122 allowed the commissioner to apply to the Hartford-New
Britain superior court for appointment of a receiver whether or not the institution is located in that jurisdiction in Subsec.
(e) and made technical changes, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142
authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special
acts of the 1995 regular and special sessions, effective September 1, 1996); Sec. 36-142cc transferred to Sec. 36a-194 in
1995; P.A. 95-155 amended Subsec. (b) to add prohibition re five-year requirement and re control of deposits, effective
June 27, 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998,
effective July 1, 1995; P.A. 96-54 amended Subsec. (b) to substitute "or" for "and" immediately before Subdiv. (2), effective
May 7, 1996; P.A. 97-223 made technical changes in Subsec. (a), effective June 24, 1997.
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(b) Notwithstanding any other provision of law, a reorganized savings and loan
association may exercise any and all of the powers, rights and privileges of, and shall
be subject to all of the limitations not inconsistent with sections 36a-192 to 36a-199,
inclusive, and applicable to, a capital stock savings and loan association as provided
under the laws of this state.
(c) A reorganized savings institution shall have the power to issue preferred stock
in accordance with the procedures contained in section 36a-106. The voting rights of
holders of shares of preferred stock of a reorganized savings institution shall be limited
to those voting rights required under the provisions of chapter 601. Upon any liquidation
of such reorganized savings institution, the priority of the holders of any shares of preferred stock shall be limited to repayment of their original investment in such shares
and any dividends earned but unpaid prior to such liquidation.
(d) A reorganized savings institution shall have the power to issue to persons other
than the mutual holding company of which it is a subsidiary, an amount of common
stock and securities convertible into common stock which in the aggregate does not
exceed forty-nine per cent of the issued and outstanding common stock of such reorganized savings institution. For purposes of the forty-nine per cent limitation, any issued
and outstanding securities that are convertible into common stock shall be considered
as issued and outstanding common stock.
(P.A. 85-330, S. 5, 14; P.A. 94-122, S. 86, 340; P.A. 96-271, S. 202, 254.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142dd transferred to Sec. 36a-195 in
1995; P.A. 96-271 amended Subsec. (c) to replace reference to Ch. 599 with Ch. 601, effective January 1, 1997.
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(b) The provisions of subsection (a) of this section shall not be applicable to any
sale or offer to sell of the common stock or securities convertible into common stock
of a reorganized savings institution which sale or offer to sell: (1) Is made solely to
the mutual holding company of such reorganized savings institution; or (2) is made
subsequent to a prior sale or offer to sell of the common stock or securities convertible
into common stock of the reorganized savings institution which sale or offer to sell was
made in accordance with subsection (a) of this section and in which the number of
shares offered for sale would have constituted twenty per cent of the total authorized
and outstanding shares of common stock of the reorganized savings institution if all of
such shares had been sold in such offering and, in the case of securities convertible into
common stock, if all of such stock had been immediately converted to common stock.
(c) The provisions of sections 36a-105 and 36a-108 shall apply to the issuance of
shares of common stock or shares of securities convertible into common stock only by
a reorganized savings institution.
(d) A reorganized savings institution that issues or has issued and outstanding any
common stock, securities convertible into common stock or preferred stock to any persons other than the mutual holding company of which it is a subsidiary shall file, together
with its mutual holding company, in the manner set forth in this subsection, consolidated
financial statements and periodic and other reports whether or not required under federal
law. Such consolidated financial statements and periodic and other reports shall include
all information required under, and shall be prepared in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Securities and Exchange Commission adopted pursuant thereto. In addition, the
reorganized savings institution shall prepare for mailing to each shareholder proxy materials in accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
adopted pursuant thereto. If such consolidated financial statements, reports or proxy
materials are required to be filed with any federal authority or agency pursuant to federal
law, there shall be no concurrent state filing requirement. If such consolidated financial
statements, reports or proxy materials are not required to be filed with any federal authority or agency, copies of such consolidated financial statements, reports or proxy materials
shall be filed with the commissioner and be a public record. For purposes of this subsection, a reorganized savings institution shall be deemed to have issued securities whether
such securities are privately placed or publicly underwritten.
(P.A. 85-330, S. 6, 14; P.A. 94-122, S. 87, 340; P.A. 96-271, S. 203, 254; P.A. 97-223, S. 6, 8.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142ee transferred to Sec. 36a-196 in
1995; P.A. 96-271 amended Subsec. (c) to delete exception providing that the reorganized savings institution does not
have the right otherwise provided in Sec. 33-343(f) to limit or deny preemptive rights as to shares of its common stock or
shares of securities convertible into its common stock, effective January 1, 1997; P.A. 97-223 added reference to Secs.
36a-192 to 36a-199, inclusive, in Subsec. (a), effective June 24, 1997.
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(P.A. 85-330, S. 7, 14.)
History: Sec. 36-142ff transferred to Sec. 36a-197 in 1995.
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(P.A. 85-330, S. 13, 14.)
History: Sec. 36-142gg transferred to Sec. 36a-198 in 1995.
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(P.A. 92-92, S. 1, 2; P.A. 94-122, S. 88, 340.)
History: P.A. 92-92 effective May 20, 1992, and applicable to transfers of real estate occurring on or after that date;
P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142hh transferred to Sec. 36a-199 in 1995.
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SALE OF ASSETS
(b) In lieu of the vote required by subsection (a) of this section, the commissioner
may certify in writing that the protection of depositors, share account holders, members
or creditors of the selling institution requires that the sale proceed without delay.
(c) When a Connecticut bank or Connecticut credit union has sold and conveyed
or arranged to sell and convey all of its assets in accordance with this section, the governing board of the selling institution shall, after receiving the approval of the commissioner
as provided in subsection (a), send a written notice of such sale or proposed sale to each
of its depositors, share account holders and other known creditors and shall cause a
copy of such notice to be published in a newspaper published in this state and having
a circulation in the town in which the main office of such institution is located. Such
notice shall inform the depositors, share account holders and creditors of the selling
institution of the sale and of the terms thereof with reference to payment of depositors,
share account holders and creditors. Such notice may provide that creditors other than
depositors and share account holders who fail to present their claims to the selling institution within four months of the date of the notice shall be forever barred, and that creditors
whose claims are presented within the time limited but which are disallowed by the
selling institution shall commence an action to enforce their claims within three months
of receipt of written notice disallowing their claims or be forever barred. Depositors or
share account holders shall not be required to present claims for deposits or share accounts as shown by the records of the selling institution.
(d) At any time during the liquidation of the affairs of the selling institution, the
governing board may have the privileges of a business corporation in voluntary dissolution as provided by law.
(e) After the claims of depositors, share account holders and creditors have been
fully paid either by transfer to the purchasing institution or in cash, or barred, the liability
of the selling institution for such claims shall cease.
(f) Any surplus remaining in the hands of the selling institution, after it has sold all
its assets and business, shall, after payment of the expenses of liquidation, be distributed
to those entitled by law to receive such surplus in the manner provided in the agreement
of sale. Thereupon the governing board shall file a certificate with the commissioner
stating that the affairs of the institution have been fully liquidated. Upon verifying the
certificate as to the facts stated therein, the commissioner shall endorse the certificate
"approved" and shall file a copy in the office of the Secretary of the State. Upon the
finding by the Secretary of the State that the certificate complies with law, the secretary
shall endorse the same "approved" and record the certificate. Thereupon the corporate
existence of the institution shall cease.
(g) No Connecticut bank may purchase all or a significant part of the assets and
business of a federal bank, a federal credit union or an out-of-state bank, and no Connecticut credit union may purchase all or a significant part of the assets and business of a
federal credit union, without the approval of the commissioner. Such Connecticut bank
or Connecticut credit union shall file with the commissioner an application that includes
a copy of any notice, application and other information filed with any federal or state
banking or credit union regulator in connection with such purchase and such additional
information as may be required by the commissioner. The commissioner shall not approve such purchase if: (1) It involves the acquisition of a federal bank or out-of-state
bank that has not been in existence and continuously operating for at least five years,
unless the commissioner waives this requirement; or (2) the purchasing institution, including all insured depository institutions which are affiliates of such institution, upon
consummation of the purchase, would control thirty per cent or more of the total amount
of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits.
(h) No bank or out-of-state bank may purchase or otherwise acquire the assets and
business of a Connecticut bank or Connecticut credit union from the receiver of such
bank or credit union without the approval of the commissioner.
(1949 Rev., S. 5755; 1963, P.A. 189; 1967, P.A. 461, S. 7; 1969, P.A. 124, S. 1, 2, 3; P.A. 78-121, S. 21, 113; P.A. 81-
207, S. 4; P.A. 82-194, S. 9, 14; P.A. 83-377, S. 1−3; 83-411, S. 17, 20; P.A. 84-62, S. 1−3; P.A. 91-357, S. 5, 78; P.A.
92-12, S. 19; P.A. 93-59, S. 2, 8; P.A. 94-122, S. 89, 340; P.A. 95-155, S. 17, 29; P.A. 96-54, S. 7, 9; 96-109, S. 2; 96-
180, S. 116, 166; P.A. 00-2, S. 2, 3.)
History: 1963 act required authorization of sale and purchase by two-thirds vote of incorporators of selling institution
rather than of "each party to the transaction" in cases involving savings banks under Subdiv. (a) of Subsec. (1); 1967 act
repealed Subsec. (2) which had allowed state bank and trust company to sell assets and business of savings department to
one institution and all other assets and business to another institution; 1969 act added references to savings account holders
and to savings and loan associations in Subsecs. (1), (3) and (5); P.A. 78-121 removed building associations from purview
of section; P.A. 81-207 amended Subsec. (1) to permit the sale of the assets of a credit union to another banking institution,
other than another credit union, and amended Subsec. (2) to provide that the share account holders of a credit union which
has sold or arranged to sell its assets receive notice of the sale and the terms thereof, and that the procedures concerning
payment of claims apply to share account holders; P.A. 82-194 changed the voting requirement to two-thirds of the stockholders or members "present and voting", authorized the sale and purchase of "part" of the assets and business of a banking
institution, added Subsec. (6) to clarify that a state institution may acquire a federal institution, added Subsec. (7) to
authorize the commissioner to waive the voting requirement, and added Subsec. (8) to define "federal banking institution"
and "state banking institution"; P.A. 83-377 amended Subsec. (1) to require the commissioner's opinion that a proposed
sale of any state banking institution's assets to another institution is in the public interest or for the protection of depositors,
savings account holder, share account holders or the bank's depositors and creditors only when fifty per cent or more of the
assets of the institution are being sold in one or a series of transactions and amended Subsec. (6) to require the commissioner's
approval prior to the purchase of the assets and business of any federal banking institution by a state banking institution,
other than a credit union; P.A. 83-411 amended Subsec. (1) to add the word "mutual" to the term "savings bank"; P.A. 84-
62 amended Subsecs. (1) and (6) to authorize a state or federally chartered credit union located in this state to purchase all
or part of the assets or business of any other state or federally chartered credit union located in this state; P.A. 91-357
changed "managing board" to "governing board" in Subsec. (2); P.A. 92-12 redesignated Subsecs. and Subdivs. and made
technical changes; P.A. 93-59 amended section to apply to state chartered credit unions, amended Subsec. (a) re sale of
assets of state banking institution or state chartered credit union, amended Subsec. (d) to include "share account holders"
to the list of entities whose claims must be paid in full prior to the release of liability of the selling institution, amended
Subsec. (f) to delete the authorization of the commissioner re waiver of voting requirement and substitute a requirement
that no banking institution may buy all or a significant part of the assets and business of a federal banking institution or a
federally chartered credit union and no state chartered credit union may buy all or a significant part of the assets and
business of a federally chartered credit union without the commissioner's approval and made technical corrections for
consistency, effective May 10, 1993; P.A. 94-122 added the requirement that two-thirds of a mutual savings bank's governing board must vote to approve the sale of its business in Subdiv. (3) of Subsec. (a), added a new Subsec. (b) allowing
waiver of the necessary vote by the commissioner, renumbered former Subsecs. (b) through (f) as Subsecs. (c) through
(g), deleted former Subsecs. (g) and (h), added new Subsec. (h) clarifying that no bank may purchase or acquire the assets
of a bank or credit union from its receiver without the commissioner's approval, and made technical changes, effective
January 1, 1995; Sec. 36-30 transferred to Sec. 36a-210 in 1995; P.A. 95-155 amended Subsecs. (a) and (g) to add provisions
re five-year requirement and re controlling deposits, effective June 27, 1995; P.A. 96-54 amended Subsec. (g) to substitute
"or" for "and" immediately before Subdiv. (2), effective May 7, 1996; P.A. 96-109 and 96-180 both amended Subsec. (a)
to replace numeric Subpara. designators with upper case alphabetic designators, effective June 3, 1996; P.A. 00-2 amended
Subsec. (g) by requiring approval for purchase of assets and business of an out-of-state bank and adding provisions re
application for approval, effective April 18, 2000.
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FAILURES, RECEIVERSHIPS AND CONSERVATORSHIPS
AND OTHER EMERGENCY ACTIONS
(P.A. 92-7, S. 1, 2; P.A. 94-122, S. 90, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-22b transferred to Sec. 36a-215 in 1995.
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(b) In determining action to be taken under this section, the commissioner may place
such fair value on the assets of any such bank as the commissioner deems advisable
under the conditions prevailing and circumstances relating thereto.
(c) Any costs and expenses incurred by the commissioner in the exercise of the
powers given to the commissioner under this section shall be assessed by the commissioner against the bank or banks in connection with which such costs and expenses were
incurred and, when so assessed, shall be paid by such bank or banks in addition to the
annual assessment of expenses of the Department of Banking provided under section
36a-65.
(d) Nothing in this section shall be construed to give the commissioner authority
to establish a maximum rate of dividends or interest on deposits applying to a type of
Connecticut bank as a group.
(1949 Rev., S. 5745; P.A. 77-614, S. 161, 610; P.A. 78-121, S. 18, 113; P.A. 80-482, S. 242, 345, 348; P.A. 87-9, S.
2, 3; P.A. 88-65, S. 13, 51; P.A. 92-12, S. 11; P.A. 94-122, S. 91, 340.)
History: P.A. 77-614 replaced bank commissioner with banking commissioner and made banking department a division
within the department of business regulation, effective January 1, 1979; P.A. 78-121 removed private bankers and building
associations from purview of section; P.A. 80-482 restored banking division as an independent department and abolished
department of business regulation; (Revisor's note: Pursuant to P.A. 87-9 "banking department" was changed editorially
by the Revisors to "department of banking"); P.A. 88-65 amended Subsec. (1) by deleting references to industrial banks
and amended Subsec. (4) by deleting a reference to the advisory council on banking; P.A. 92-12 redesignated Subsecs.
and Subdivs. and made technical changes; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-22
transferred to Sec. 36a-216 in 1995.
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(1949 Rev., S. 5749; P.A. 77-614, S. 154, 610; P.A. 92-12, S. 14; P.A. 94-122, S. 92, 340.)
History: P.A. 77-614 deleted requirement that advisory council on banking must authorize commissioner to establish
rates, etc. by two-thirds vote of its members and required that commissioner's actions be in accordance with provisions
of chapter 54, effective January 1, 1979; P.A. 92-12 redesignated Subdivs. and made a technical change; P.A. 94-122 made
technical changes, effective January 1, 1995; Sec. 36-26 transferred to Sec. 36a-217 in 1995.
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(1949 Rev., S. 5756; P.A. 78-280, S. 2, 127; P.A. 88-65, S. 16; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S.
4, 7, 8; P.A. 94-122, S. 93, 340; P.A. 95-220, S. 4−6; P.A. 96-271, S. 204, 254.)
History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 88-65 narrowed the application of the section to
exclude industrial banks; P.A. 94-122 allowed the commissioner to apply to the Hartford-New Britain superior court to
appoint a receiver and made technical changes, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and
P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in the
public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-31 transferred to
Sec. 36a-218 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1,
1998, effective July 1, 1995; P.A. 96-271 provided that the capital of a bank is impaired "if the equity capital of the bank
is less than zero" rather than "if the assets of the bank are not sufficient to equal the amount of its indebtedness added to
any stated capital, as defined in subsection (w) of section 33-284", effective January 1, 1997.
Annotations to former section 36-31:
Cited. 115 C. 534.
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(b) Before the governing board of any such Connecticut bank or out-of-state bank
applies to the court for such restraining order, notice shall be given in writing to the
commissioner of its intention to so apply at least ten days before such application is
made. If, in the opinion of the commissioner or such governing board, such order should
be revoked or modified, the court may, on application of the commissioner or such
governing board, revoke or modify the original order, and notice of such revocation or
modification shall be given to the bank affected thereby in the same manner as in the
case of the original order.
(1949 Rev., S. 5757; P.A. 78-121, S. 22, 113; P.A. 88-65, S. 17; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S.
4, 7, 8; P.A. 94-122, S. 94, 340; P.A. 95-155, S. 18, 29; 95-220, S. 4−6.)
History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 narrowed
the application of the section by deleting a reference to industrial banks; P.A. 94-122 allowed the commissioner to appoint
a temporary conservator for a failing bank, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A.
93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public
and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-32 transferred to Sec. 36a-
219 in 1995; P.A. 95-155 added references to out-of-state banks and amended Subsec. (a) by restricting the appointment of
conservators to Connecticut banks and by adding "secretary" re the order requirement and "agent" re the notice requirement,
effective June 27, 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1,
1998, effective July 1, 1995.
Annotations to former section 36-32:
Effect of restraining orders. 113 C. 671; 115 C. 324; id., 371; 117 C. 278.
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(b) The court may take one or more of the following actions: (1) Grant such injunction or appoint such receiver, or both, (2) appoint such conservator, or (3) in the case
of a Connecticut bank, declare the charter of such bank to be null and void after reasonable notice to such bank. Nothing in this section shall be construed as affecting any
provision of sections 36a-218 and 36a-219.
(1949 Rev., S. 5759; P.A. 78-280, S. 2, 127; P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 7, 78; P.A. 93-
142, S. 4, 7, 8; P.A. 94-122, S. 95, 340; P.A. 95-155, S. 19, 29; 95-220, S. 4−6.)
History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 91-357 deleted obsolete language re judge of the
superior court; P.A. 94-122 allowed the commissioner to apply to either the superior court in Hartford-New Britain or
where a bank's main office is located for appointment of a permanent conservator and added as grounds for the appointment
of a conservator or receiver a forfeited bank charter or terminated FDIC insurance, effective January 1, 1995 (Revisor's
note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district
of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996);
Sec. 36-34 transferred to Sec. 36a-220 in 1995; P.A. 95-155 added references to certain out-of-state banks, restricted to
Connecticut banks the applications for appointment of a conservator in Subsec. (a), restricted the null-and-void provision
in Subsec. (b) to Connecticut banks, and made technical changes in Subsec. (a), effective June 27, 1995; P.A. 95-220
changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.
Annotations to former section 36-34:
Cited. 115 C. 534.
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(1949 Rev., S. 5760; P.A. 78-280, S. 2, 127; P.A. 88-65, S. 19; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 91-357, S.
8, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 96, 340; P.A. 95-220, S. 4−6.)
History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 88-65 deleted a reference to industrial banks;
P.A. 91-357 made technical changes; P.A. 94-122 authorized courts to appoint receivers and conservators for all capital
stock Connecticut banks with impaired capital on the petition of a majority of stockholders and allowed such appointment
to be made by the Hartford-New Britain superior court, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-
98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain"
in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-35 transferred
to Sec. 36a-221 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1,
1998, effective July 1, 1995.
Annotations to former section 36-35:
Appointment of receiver of national banking association by state court. 76 C. 252; 204 U.S. 1. National bank may be
sued in state court even after appointment of receiver. 14 Wall. 383. Cited. 115 C. 534; 116 C. 629. See note to Sec. 33-383.
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(b) The duty of the conservator shall be to carry on the business of the Connecticut
bank, to preserve and conserve the assets and property of the bank, and to put such bank
in a safe and sound condition.
(P.A. 94-122, S. 97, 340.)
History: P.A. 94-122 effective January 1, 1995.
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(b) Upon the appointment of a receiver pursuant to subsection (a) of this section,
possession of and title to all assets, business and property of the Connecticut bank shall
pass to and vest in the receiver without the execution of any instruments of conveyance,
assignment, transfer or endorsement.
(c) A receiver or conservator appointed pursuant to subsection (a) of this section
shall have the following powers: (1) To take possession of the books, records and assets
of every description of the Connecticut bank and collect all debts due and claims belonging to it; (2) to sue and defend all rights and claims involving the bank; (3) to exercise
any and all fiduciary functions of the bank as of the date of the commencement of the
receivership or conservatorship; (4) to borrow such sums of money as may be necessary
or desirable in the performance of the duties of the receiver or conservator, and in connection therewith, to secure such borrowings by the pledge, hypothecation or mortgage of
the assets of the bank; (5) to sell, subject to the approval of the appointing court, any
and all real and personal property and, on like order, to compromise and settle all bad
or doubtful debts; (6) to exercise all of the power and authority of the corporators,
shareholders, directors, trustees, officers and depositors of such bank in carrying out
the duty of the receiver or conservator; (7) to exercise such other powers and duties as
may be reasonably necessary or desirable to effectively and efficiently perform the
functions of receiver or conservator in accordance with federal and state banking laws
and regulations.
(1949 Rev., S. 5761; P.A. 76-2, S. 1, 5; P.A. 77-614, S. 161, 610; P.A. 78-121, S. 24, 113; P.A. 80-482, S. 244, 345,
348; P.A. 87-9, S. 2, 3; P.A. 88-65, S. 20; P.A. 91-357, S. 9, 78; P.A. 94-122, S. 98, 340.)
History: P.A. 76-2 added provisions re appointment of FDIC or FSLIC as receiver, made appointment of employee of
commissioner's office as agent in receivership or liquidation proceedings optional rather than mandatory and allowed
appointment of other appropriate person as agent, substituted state banking fund for "appropriation for the bank commissioner", specified that FDIC and FSLIC need not post bond and added Subsecs. (b) and (c) re receiver's powers and duties;
P.A. 77-614 replaced bank commissioner with banking commissioner and made banking department a division within the
department of business regulation, effective January 1, 1979; P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 80-482 restored banking division as independent department and abolished the department of business regulation; (Revisor's note: Pursuant to P.A. 87-9 banking commissioner and department were changed
to commissioner and department of banking); P.A. 88-65 deleted references to industrial banks; P.A. 91-357 deleted
references to the Federal Savings and Loan Insurance Corporation from Subsec. (a), added references to the Resolution
Trust Corporation to Subsec. (a) and deleted obsolete language re judge of the superior court from Subsec. (a); P.A. 94-
122 made technical procedural changes to reflect the authorization of conservatorships, effective January 1, 1995; Sec.
36-36 transferred to Sec. 36a-223 in 1995.
Annotations to former section 36-36:
Former provision relating to special assistants to attorney general construed. 133 C. 334.
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(1949 Rev., S. 5762; P.A. 78-121, S. 25, 113; P.A. 88-65, S. 21; P.A. 91-357, S. 10, 78; P.A. 94-122, S. 99, 340.)
History: P.A. 78-121 removed building associations from purview of section; P.A. 88-65 deleted a reference to industrial
banks; P.A. 91-357 deleted obsolete language re judge of the superior court; P.A. 94-122 made technical changes, effective
January 1, 1995; Sec. 36-37 transferred to Sec. 36a-224 in 1995.
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(1949 Rev., S. 5763; P.A. 78-121, S. 26, 113; P.A. 88-65, S. 22; P.A. 94-122, S. 100, 340.)
History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted
a reference to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-38 transferred to
Sec. 36a-225 in 1995.
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(1949 Rev., S. 5764; P.A. 94-122, S. 101, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-39 transferred to Sec. 36a-226 in 1995.
Annotations to former section 36-39:
Court may authorize receiver to borrow from Reconstruction Finance Corporation to pay dividend to savings depositors.
115 C. 530. See note to Sec. 33-383.
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(b) Immediately after the granting of an injunction or appointment of a receiver
pursuant to sections 36a-215 to 36a-239, inclusive, the commissioner shall place a notice
of such injunction or appointment at the main entrance of the bank and thereafter no
judgment lien, attachment lien or any voluntary lien shall attach to any asset of such
bank. No director, officer or agent of such bank shall thereafter have the authority to
act on behalf of such bank or to convey, transfer, assign, pledge, mortgage or encumber
any assets of such bank. Any attempt by any director, officer or agent of such bank to
convey, transfer, assign, pledge, mortgage or encumber any asset of such bank or to
create any lien on such bank or to prefer any depositor or creditor of such bank after
the posting of such notice or in contemplation thereof shall be void.
(1949 Rev., S. 5765; P.A. 76-2, S. 2, 5; P.A. 77-614, S. 161, 587, 610; P.A. 78-121, S. 27, 113; 78-303, S. 85, 136;
P.A. 87-9, S. 2, 3; P.A. 88-65, S. 23; P.A. 94-122, S. 102, 340.)
History: P.A. 76-2 included savings banks in Subsec. (a) and added Subsec. (b) re notice of injunction or appointment
and effect of notice; P.A. 77-614 and P.A. 78-303 replaced bank commissioner with banking commissioner, effective
January 1, 1979; P.A. 78-121 removed private bankers and building associations from purview of section; (Revisor's note:
Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking");
P.A. 88-65 deleted references to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec.
36-40 transferred to Sec. 36a-227 in 1995.
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(P.A. 76-2, S. 3, 5; P.A. 77-614, S. 161, 610; P.A. 87-9, S. 2, 3; P.A. 94-122, S. 103, 340.)
History: P.A. 77-614 replaced bank commissioner with banking commissioner, effective January 1, 1979; (Revisor's
note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-40a transferred to Sec. 36a-228 in 1995.
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