CHAPTER 664c
FUNDAMENTAL CHANGES INVOLVING BANKS,
BRANCHES, AUTOMATED TELLER MACHINES, HOME BANKING
AND BANK HOLDING COMPANIES

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.

PART I
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.
(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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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.
(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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Secs. 36a-127 to 36a-134. Reserved for future use.

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PART II
CONVERSIONS

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.
(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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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.
(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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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.
(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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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.
(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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Secs. 36a-139 to 36a-144. Reserved for future use.

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PART III
BRANCHES

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:
(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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Secs. 36a-146 to 36a-154. Reserved for future use.

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PART IV
AUTOMATED TELLER MACHINES, SATELLITE DEVICES
AND POINT OF SALE TERMINALS

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.
(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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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.
(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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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.
(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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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.
(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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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.
(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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Secs. 36a-160 to 36a-169. Reserved for future use.

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PART V
HOME BANKING

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.
(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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Secs. 36a-171 to 36a-179. Reserved for future use.

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PART VI
BANK HOLDING COMPANIES

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".
(1969, P.A. 598, S. 1.)
History: Sec. 36-418 transferred to Sec. 36a-180 in 1995.

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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.
(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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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.
(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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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.
(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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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:
(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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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.
(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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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.
(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