Table of Contents
Sec. 36a-125. (Formerly Sec. 36-193u). Merger and consolidation of Connecticut banks.
Sec. 36a-126. Merger and consolidation of Connecticut banks with federal banks.
Secs. 36a-127 to 36a-134.
Sec. 36a-135. Conversions of a mutual institution into another mutual institution.
Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to a capital
stock bank.
Sec. 36a-137. Conversion of a capital stock bank into another capital stock bank.
Sec. 36a-138. Conversion of a capital stock institution into a mutual institution.
Secs. 36a-139 to 36a-144.
Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile branches. Establishment, operation, closing, relocation and sale.
Secs. 36a-146 to 36a-154.
Sec. 36a-155. (Formerly Sec. 36-193b). Establishment and use of automated teller machines, satellite devices and point of sale terminals.
Sec. 36a-156. (Formerly Sec. 36-193c). Availability of machines, devices and terminals
for use by other banks and credit unions.
Sec. 36a-157. (Formerly Sec. 36-193d). Satellite device or point of sale terminal not
branch or office.
Sec. 36a-158. (Formerly Sec. 36-193f). Establishment and use of automated teller machines
and point of sale terminals by out-of-state banks and out-of-state credit unions.
Sec. 36a-159. (Formerly Sec. 36-193h). Transactions at point of sale terminals. Changes
in transactions permitted.
Secs. 36a-160 to 36a-169.
Sec. 36a-170. (Formerly Sec. 36-9ff). Home banking services. Automated teller machine,
satellite device, branch or office not deemed a home banking terminal.
Secs. 36a-171 to 36a-179.
Sec. 36a-180. (Formerly Sec. 36-418). Short title: Connecticut Bank Holding Company and
Bank Acquisition Act.
Sec. 36a-181. (Formerly Sec. 36-420). Organization of holding companies by capital stock
Connecticut banks.
Sec. 36a-182. (Formerly Sec. 36-421). Ownership of bank shares not to be considered as
transacting banking business.
Sec. 36a-183. (Formerly Sec. 36-422). Applicability and construction of sections 36a-180
to 36a-191, inclusive.
Sec. 36a-184. (Formerly Sec. 36-423). Acquisition of beneficial ownership of voting securities of banks and holding companies. Contents of acquisition statement. Registration
statement.
Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of
services, findings.
Sec. 36a-186. (Formerly Sec. 36-426). Injunction against unlawful offer or acquisition.
Seizure or sequestration of securities.
Sec. 36a-187. (Formerly Sec. 36-427). Administration and enforcement.
Sec. 36a-188. (Formerly Sec. 36-427a). Registration with commissioner. Reports and examinations.
Sec. 36a-189. (Formerly Sec. 36-428). Appeal from commissioner.
Sec. 36a-190. (Formerly Sec. 36-429). Excepted transactions.
Sec. 36a-191. (Formerly Sec. 36-430). Severability.
Sec. 36a-192. (Formerly Sec. 36-142aa). Reorganization of mutual savings banks and mutual
savings and loan associations into mutual holding companies.
Sec. 36a-193. (Formerly Sec. 36-142bb). Reorganized savings institutions. Minimum equity
capital requirement. Application. Certificate of authority.
Sec. 36a-194. (Formerly Sec. 36-142cc). Powers.
Sec. 36a-195. (Formerly Sec. 36-142dd). Issuance of preferred stock.
Sec. 36a-196. (Formerly Sec. 36-142ee). Issuance of common stock.
Sec. 36a-197. (Formerly Sec. 36-142ff). Conversion into stock holding company.
Sec. 36a-198. (Formerly Sec. 36-142gg). Regulations.
Sec. 36a-199. (Formerly Sec. 36-142hh). Exemption from real estate conveyance taxes.
Secs. 36a-200 to 36a-209.
Sec. 36a-210. (Formerly Sec. 36-30). Sale of assets.
Secs. 36a-211 to 36a-214.
Sec. 36a-215. (Formerly Sec. 36-22b). Powers re troubled banks and credit unions.
Sec. 36a-216. (Formerly Sec. 36-22). Powers in case of financial distress.
Sec. 36a-217. (Formerly Sec. 36-26). Establishment of maximum rate of dividends and interest. Regulations.
Sec. 36a-218. (Formerly Sec. 36-31). Order to make good impairment of capital. Application for appointment of receiver.
Sec. 36a-219. (Formerly Sec. 36-32). Restraining order. Appointment of conservator.
Sec. 36a-220. (Formerly Sec. 36-34). Application for injunction, receiver or conservator
in case of forfeited charter, fraud, unsafe business practices, dissipation of assets, insolvency or termination of FDIC insurance.
Sec. 36a-221. (Formerly Sec. 36-35). Appointment of receiver or conservator on petition
of shareholders.
Sec. 36a-222. Duties of receivers and conservators.
Sec. 36a-223. (Formerly Sec. 36-36). Commissioner to be receiver or conservator. Exceptions. Expenses. Appointment of agent. Powers.
Sec. 36a-224. (Formerly Sec. 36-37). Reorganization.
Sec. 36a-225. (Formerly Sec. 36-38). Limitation of time for presenting claims.
Sec. 36a-226. (Formerly Sec. 36-39). Inventory and appraisal; conversion of assets; compromise of claims.
Sec. 36a-227. (Formerly Sec. 36-40). Dissolution of attachments and levies. Posting of
notice of injunction or appointment of receiver.
Sec. 36a-228. (Formerly Sec. 36-40a). Termination of executory contracts.
Sec. 36a-229. (Formerly Sec. 36-41). Penalty for neglect or refusal to deliver books or
other property to receiver or conservator.
Sec. 36a-230. (Formerly Sec. 36-43). Claims not barred by statute of limitations against
receiver.
Sec. 36a-231. (Formerly Sec. 36-44). Statement to be filed with clerk of court. Duties of
clerk.
Sec. 36a-232. (Formerly Sec. 36-46). Creditor's application for order to receiver.
Sec. 36a-233. (Formerly Sec. 36-47). Funds and property not subject to foreign attachment.
Sec. 36a-234. (Formerly Sec. 36-48). Dissolution of injunction against receiver.
Sec. 36a-235. (Formerly Sec. 36-49). Fraudulent payments and conveyances in contemplation
of insolvency. Issuance or levy of execution before final judgment prohibited.
Sec. 36a-236. (Formerly Sec. 36-50). Final distribution of receivership accounts.
Sec. 36a-237. (Formerly Sec. 36-51). Marshaling of claims.
Sec. 36a-238. (Formerly Sec. 36-51a). Subrogation of Federal Deposit Insurance Corporation or successor agency.
Sec. 36a-239. (Formerly Sec. 36-52). Discharge of receiver or conservator.
Secs. 36a-240 to 36a-249.
MERGER AND CONSOLIDATION
Sec. 36a-125. (Formerly Sec. 36-193u). Merger and consolidation of Connecticut banks. (a) Except as provided in subsection (i) of this section, any two or more
Connecticut banks may, with the approval of the commissioner, merge or consolidate
into a single Connecticut bank. As used in this section, a "constituent temporary bank"
means a constituent Connecticut bank that has a temporary certificate of authority but
does not have a final certificate of authority to commence business, and a "constituent
final bank" means a constituent Connecticut bank that has a final certificate of authority
to commence business. Any plan of merger or consolidation approved by the commissioner shall specify whether the resulting bank shall operate as a bank and trust company,
or a capital stock or mutual savings bank or savings and loan association. Sec. 36a-126. Merger and consolidation of Connecticut banks with federal
banks. (a)(1) Except as provided in this subsection, any one or more Connecticut banks
may merge or consolidate with one or more federal banks, the resulting bank to continue
business as a Connecticut bank, in accordance with the provisions of section 36a-125
governing the merger and consolidation of two or more Connecticut banks. No such
merger or consolidation shall take place if: (A) It involves the acquisition of a bank that
has not been in existence and continuously operating for at least five years, unless the
commissioner waives this requirement; or (B) the resulting Connecticut bank, including
all depository institutions which are affiliates of the resulting Connecticut bank, upon
consummation of the merger or consolidation, would control thirty per cent or more of
the total amount of deposits of insured depository institutions in this state, unless the
commissioner permits a greater percentage of such deposits. Any such constituent federal bank shall be considered a constituent bank for purposes of compliance with section
36a-125, except that with respect to any provision therein governing corporate procedure, including the rights of dissenting members or shareholders, if any, such constituent
federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States
concerning the merger and consolidation of federal banks with state banks, the resulting
bank to continue business under a state charter. Secs. 36a-127 to 36a-134. Reserved for future use. Sec. 36a-135. Conversions of a mutual institution into another mutual institution. (a) (1) Any mutual savings bank, federal mutual savings bank, mutual savings and
loan association, or federal mutual savings and loan association may convert into a
mutual savings bank, federal mutual savings bank, mutual savings and loan association,
or federal mutual savings and loan association, in accordance with the provisions of this
section and any regulations the commissioner may adopt in accordance with chapter 54
as are necessary to allow such conversions on an equitable basis, provided this section
does not apply to the conversion of a mutual federal bank into another mutual federal
bank. Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to
a capital stock bank. (a) As used in this section: (1) "Eligible account holder" means
any person holding a qualifying deposit; (2) "deposit account" means a deposit account,
as defined in subdivision (19) of section 36a-2, but does not include an escrow account
established pursuant to section 49-2a; (3) "qualifying deposit" means a deposit in a
deposit account held on the eligibility record date. The amount of the qualifying deposit
of an eligible account holder shall be the total of the deposit balances in the eligible
account holder's deposit accounts in the converting institution as of the close of business
on the eligibility record date. Sec. 36a-137. Conversion of a capital stock bank into another capital stock
bank. (a) (1) Any capital stock Connecticut bank or capital stock federal bank may
convert into any other capital stock Connecticut bank or capital stock federal bank upon
the approval of the conversion by the commissioner, provided this section does not
apply to the conversion of a capital stock federal bank to another capital stock federal
bank. The requirements of the commissioner's approval and subdivisions (3) to (5),
inclusive, of this subsection do not apply to the conversion of a capital stock Connecticut
bank into a national banking association. Sec. 36a-138. Conversion of a capital stock institution into a mutual institution. (a) With the approval of the commissioner, any capital stock bank may convert
into a mutual bank, in accordance with the provisions of this section and any regulations
that the commissioner may adopt hereunder, provided this section does not apply to the
conversion of a capital stock federal bank into a mutual federal bank. Secs. 36a-139 to 36a-144. Reserved for future use. Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile
branches. Establishment, operation, closing, relocation and sale. (a) As used in this
section: Secs. 36a-146 to 36a-154. Reserved for future use. Sec. 36a-155. (Formerly Sec. 36-193b). Establishment and use of automated
teller machines, satellite devices and point of sale terminals. (a) One or more banks,
Connecticut credit unions or federal credit unions may establish, and use on a transaction
fee basis, automated teller machines that are not satellite devices within this state, and
use on a transaction fee basis automated teller machines that are not satellite devices
located within this state or established outside this state. One or more banks, Connecticut
credit unions or federal credit unions may establish satellite devices within this state
and one or more banks, Connecticut credit unions or federal credit unions may use on
a transaction fee basis satellite devices located within this state or established outside
this state. Any bank, Connecticut credit union or federal credit union may establish and
use point of sale terminals. Nothing in this chapter shall prohibit the establishment or
use of a point of sale terminal located within this state by a commercial establishment
located within this state. Sec. 36a-156. (Formerly Sec. 36-193c). Availability of machines, devices and
terminals for use by other banks and credit unions. (a) One or more banks, Connecticut credit unions or federal credit unions which have established a satellite device or
point of sale terminal shall make the satellite device or point of sale terminal available
on a nondiscriminatory basis for use by any other bank, Connecticut credit union or
federal credit union, upon payment by each such other bank or credit union of a reasonably proportionate share of all acquisition, installation and operating costs of the satellite
device or point of sale terminal. The satellite device or point of sale terminal shall identify
with equal prominence all of the banks, credit unions or network systems which use the
satellite device or point of sale terminal. Sec. 36a-157. (Formerly Sec. 36-193d). Satellite device or point of sale terminal
not branch or office. A satellite device or point of sale terminal is not considered a
branch or office for any purpose under this title. Sec. 36a-158. (Formerly Sec. 36-193f). Establishment and use of automated
teller machines and point of sale terminals by out-of-state banks and out-of-state
credit unions. (a) Except as provided in subsection (b) of this section, no out-of-state
bank or out-of-state credit union may directly or indirectly establish or use an automated
teller machine or point of sale terminal in this state. This prohibition does not apply to
an out-of-state bank or out-of-state credit union that is authorized under the laws of this
state or federal law to accept deposits within this state. Sec. 36a-159. (Formerly Sec. 36-193h). Transactions at point of sale terminals.
Changes in transactions permitted. At such time as national banking associations
having their main offices in this state are permitted to establish and use point of sale
terminals, or other functionally equivalent devices, for transactions not permitted to be
conducted at point of sale terminals, all banks, Connecticut credit unions and federal
credit unions shall have the same powers permitted national banking associations with
respect to the use of point of sale terminals or other functionally equivalent devices,
provided the commissioner authorizes such use. Secs. 36a-160 to 36a-169. Reserved for future use. Sec. 36a-170. (Formerly Sec. 36-9ff). Home banking services. Automated
teller machine, satellite device, branch or office not deemed a home banking terminal. (a) As used in this section, "home banking services" means the electronic transfer
of funds or information, or the performance of other permissible banking services or
transactions for a customer by means of a home banking terminal; and "home banking
terminal" means any electronic home or office terminal, including, but not limited to,
a computer terminal, television, telephone, facsimile machine or other electronic device,
that is not accessible to the public and does not accept deposits. Secs. 36a-171 to 36a-179. Reserved for future use. Sec. 36a-180. (Formerly Sec. 36-418). Short title: Connecticut Bank Holding
Company and Bank Acquisition Act. Sections 36a-180 to 36a-191, inclusive, shall
be known as the "Connecticut Bank Holding Company and Bank Acquisition Act". Sec. 36a-181. (Formerly Sec. 36-420). Organization of holding companies by
capital stock Connecticut banks. (a) A capital stock Connecticut bank, which is not
owned or controlled by a holding company, may organize a holding company in accordance with the provisions of this section. Such Connecticut bank shall submit to the
commissioner a written plan of organization pursuant to which all of the outstanding
shares of voting securities of the Connecticut bank will be acquired by a corporation
having capital stock divided into shares, referred to in this section as the "parent corporation", and the holders of such securities of the Connecticut bank immediately prior to
the consummation of the plan, except for dissenting shareholders, will become holders
of the voting securities of the parent corporation. Such plan shall be in form satisfactory
to the commissioner and shall prescribe the terms and conditions of the acquisition and
the mode of carrying it into effect, including the manner of exchanging the shares of
the Connecticut bank for shares or other securities of the parent corporation. Any such
plan may provide for the payment of cash in lieu of the issuance of fractional shares of
the parent corporation. Such plan may further provide that the certificates of stock of
the Connecticut bank may be deemed to be certificates of stock of the parent corporation,
provided the holders of certificates of stock of the Connecticut bank shall be entitled to
receive certificates of stock of the parent corporation in exchange for certificates of
stock of the Connecticut bank. Sec. 36a-182. (Formerly Sec. 36-421). Ownership of bank shares not to be considered as transacting banking business. No corporation shall be considered as transacting the business of or promoting the purpose of a bank and trust company, capital stock
savings and loan association or capital stock savings bank for any purpose including the
purposes of section 33-645 by reason of the ownership of shares or other securities of
a capital stock bank. Sec. 36a-183. (Formerly Sec. 36-422). Applicability and construction of sections 36a-180 to 36a-191, inclusive. (a) The application of sections 36a-180 to 36a-
191, inclusive, shall not be affected by the fact that a transaction takes place wholly or
partly outside this state or that a company is organized or operates outside this state.
Notwithstanding the provisions of subsection (b) of section 33-920, any holding company, whether organized or incorporated or existing under or by virtue of the laws of
this state or otherwise, shall be deemed to be transacting business in this state for the
purposes of being subject to the provisions of sections 36a-180 to 36a-191, inclusive,
and to the jurisdiction of the courts of this state. Sec. 36a-184. (Formerly Sec. 36-423). Acquisition of beneficial ownership of
voting securities of banks and holding companies. Contents of acquisition statement. Registration statement. (a) As used in this section: Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of services, findings. (a) The offer, invitation, request, agreement or acquisition
referred to in section 36a-184 may be made unless the commissioner disapproves it
within sixty days after the acquisition statement has been filed with the commissioner,
or unless within the first thirty days of such sixty days the commissioner calls a public
hearing in accordance with section 36a-24. The offer, invitation, request, agreement or
acquisition may be made prior to the expiration of the sixty-day disapproval period if
the commissioner issues written notice of the commissioner's intent not to disapprove
the action.
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
CONVERSIONS
(2) Any conversion pursuant to this section involving the conversion of or to a
federal mutual savings bank or federal mutual savings and loan association shall be
authorized only if permitted by federal law and shall be subject to all requirements
prescribed by federal law.
(3) The converting institution shall file with the commissioner a proposed plan of
conversion, a copy of the proposed certificate of incorporation, and a certificate by the
secretary of the converting institution that the proposed plan of conversion has been
approved, in accordance with subdivision (4) of this subsection, by the governing board,
and, in the case of a converting savings and loan association, federal savings bank or
federal savings and loan association, the depositors or members thereof.
(4) The plan of conversion shall require the approval of a majority of the governing
board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-
one per cent of the votes cast by depositors of such association at a special meeting
called to consider such conversion. In the case of a converting federal savings bank or
federal savings and loan association, the plan of conversion shall require any vote of
depositors or members prescribed by federal law.
(5) In the case of a converting savings and loan association, any depositor may,
within fifteen days after written notice given such depositor of such conversion, signify
to such association, in writing, such depositor's dissent therefrom. Any such dissenting
depositor shall not, as a result of the conversion, become a depositor of the converted
institution, and shall be entitled to receive from the converted institution the value of
such depositor's savings account in the converting association, to be ascertained by an
appraisal, made as the governing board of the converted institution prescribes. If the
value so fixed is not satisfactory to such depositor, such depositor may appeal to the
commissioner, who shall make a reappraisal, which is final. If the reappraisal exceeds
the value fixed by the governing board, the converted institution shall pay the expenses
thereof. If the reappraisal does not exceed the value fixed by the governing board, the
appellant shall pay the expenses thereof. The value so ascertained shall be a debt due such
depositor from such converted institution. Any depositor of a converting association who
does not dissent in accordance with this subdivision shall become a depositor of the
converted institution and shall receive, without payment, a withdrawable deposit account or accounts in the converted institution equal in withdrawable amount to the withdrawal value of such depositor's deposit account or accounts in the converting association.
(b) In any conversion of a mutual savings bank or mutual savings and loan association to a federal mutual savings bank or federal mutual savings and loan association
under this section:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that the converting institution has complied with all applicable
provisions of law.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval with the Secretary of the State and with the town clerk of
the town in which its principal office is located. Upon such filing, and upon the receipt
of all necessary approvals required under federal law, the converting institution shall
cease to be a mutual savings bank or mutual savings and loan association and shall
become a federal mutual savings bank or federal mutual savings and loan association,
as the case may be. The converted institution shall not commence business unless its
insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.
(c) In any conversion under this section involving the conversion to a mutual savings
bank or mutual savings and loan association:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting institution has complied with all applicable provisions of law; (B) the converting institution has equity capital at least equal to
the minimum equity capital required for the organization of a Connecticut bank; and
(C) the proposed conversion will serve the public necessity and convenience.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval and its certificate of incorporation with the Secretary of the
State and with the town clerk of the town in which its principal office is located. Upon
such filing, the converting institution ceases to be the type of institution from which it
converted and becomes a mutual savings bank or mutual savings and loan association,
as the case may be. The converted institution shall not commence business unless its
insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such conversion, the converted institution possesses
all of the rights, privileges and powers granted to it by its certificate of incorporation
and by the provisions of the general statutes applicable to the type of institution into
which it converted, and all of the assets, business and good will of the converting institution are transferred to and vested in it without any deed or instrument of conveyance
provided the converting institution may execute any deed or instrument of conveyance
as is convenient to confirm such transfer. The converted institution is subject to all of
the duties, relations, obligations, trusts and liabilities of the converting institution,
whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee
or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform
all such duties and to administer all such trusts in the same manner and to the same
extent as if the converted institution had itself incurred the obligation or liability or
assumed the duty, relation or trust. All rights of creditors of the converting institution
and all liens upon the property of such institution are preserved unimpaired and the
converted institution is entitled to receive, accept, collect, hold and enjoy any and all
gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name
of the converting institution and whether made or created to take effect prior to or after
the conversion.
(3) The persons named as directors in the certificate of incorporation of the converted institution shall be its directors until the first annual election of directors after
the conversion or until the expiration of their terms as directors, and have the power to
take all necessary actions and to adopt bylaws concerning the business and management
of such converted institution.
(P.A. 94-122, S. 63, 340; P.A. 98-260, S. 3.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 amended Subsec. (a) by deleting Subdiv. (6) re public
hearing and amended Subsecs. (b) and (c) by deleting requirement re approvals needed for deposit insurance from Subdiv.
(1) and adding requirement for FDIC insurance prior to commencing business in Subdiv. (2) in both Subsecs.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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).
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
BRANCHES
(1) "Branch" means any office at a fixed location of a Connecticut bank, other than
the main office, at which deposits are received, checks paid and money lent and which
maintains minimum banking hours from nine o'clock a.m. until three o'clock p.m.,
Monday through Friday.
(2) "Limited branch" means any office at a fixed location of a Connecticut bank
at which banking business is conducted other than the main office, branch or mobile
branch.
(3) "Mobile branch" means any office of a Connecticut bank at which banking
business is conducted which is in fact moved or transported to one or more predetermined
locations in accordance with a predetermined schedule.
(b) (1) With the approval of the commissioner, any Connecticut bank may establish
a branch in this state.
(2) The commissioner shall not approve the establishment of a branch under this
subsection unless the commissioner considers whether: (A) Establishment of the branch
will result in an oversaturation of depository institutions in the town in which the branch
is to be located or in the area surrounding the town; (B) establishment of the branch is
consistent with safe and sound banking practices in the town or the surrounding area;
(C) the Connecticut bank seeking approval of the branch intends to operate the branch
on a long-term basis; and (D) the Connecticut bank maintains, and will continue to
maintain, a reasonable ratio of loans made in the state to deposits received from residents
of the state. In determining whether to approve the establishment of a branch under this
subsection, the commissioner shall not consider the existence of any office established
under subsection (d) of section 36a-425 by the Connecticut bank, or by a holding company of which the Connecticut bank is a subsidiary, that is situated at or near the location
of the branch.
(3) The commissioner shall not approve the establishment of any branch under this
subsection unless the commissioner makes the findings required under section 36a-34.
(c) (1) With the approval of the commissioner, any Connecticut bank may establish
in this state a limited branch that provides limited services or is open for limited time
periods. The commissioner shall not approve the establishment of a branch under this
subdivision unless the commissioner considers such factors and makes such findings
under subdivisions (2) and (3) of subsection (b) of this section as the commissioner
deems applicable. The commissioner shall approve such establishment if the commissioner determines that: (A) The interest of the neighborhood where the limited branch
is to be located will be served to advantage by the establishment of the proposed branch,
(B) the proposed products, services and banking hours are appropriate to meet the convenience and needs of the neighborhood, and (C) in the case of an establishment resulting
from the conversion of a branch to a limited branch, alternative banking services are
available in the neighborhood so that any reduction in services or hours will not result
in unmet banking needs.
(2) With the approval of the commissioner, any Connecticut bank may establish in
this state a limited branch that provides limited services or is open for limited time
periods in order to meet a special need of the neighborhood in which such limited branch
is to be located. The commissioner shall not approve the establishment of a branch under
this subdivision unless the commissioner considers such factors and makes such findings
and determinations under subdivision (1) of this subsection as the commissioner deems
necessary.
(3) A limited branch or mobile branch shall be conspicuously identified as a branch
of the Connecticut bank. The commissioner may condition the approval of such branch
with any other requirement that the commissioner deems necessary or appropriate for
the protection of depositors or the Connecticut bank.
(d) With the approval of the commissioner for each predetermined location, any
Connecticut bank may establish in this state a mobile branch that provides full or limited
services or is open for full or limited time periods. The commissioner shall not approve
the establishment of a mobile branch under this subsection unless the commissioner
makes the considerations, findings and determinations required under subdivision (1)
of subsection (c) of this section, provided that in the case of a mobile branch established
in order to meet a special need of the neighborhood in which such mobile branch is to be
located, the commissioner shall not approve such establishment unless the commissioner
makes the considerations and determinations required under subdivision (2) of subsection (c) of this section.
(e) Nothing in this section shall prohibit a Connecticut bank from establishing or
operating a branch, limited branch or mobile branch in the same or approximately the
same location as another depository institution, or continuing to operate as a branch,
limited branch or mobile branch in this state in the same or approximately the same
location, the business of any other depository institution which has been acquired by
the Connecticut bank.
(f) (1) A Connecticut bank which proposes to close any branch or limited branch
shall submit to the commissioner a notice of the proposed closing not later than the first
day of the ninety-day period ending on the date proposed for that closing. The notice
shall include a detailed statement of the reasons for the decision to close the branch or
limited branch and the statistical and other information in support of such reasons.
(2) The Connecticut bank shall provide notice of the proposed closing to its customers by:
(A) Posting a notice in a conspicuous manner on the premises of the branch or
limited branch proposed to be closed during a period not less than the thirty-day period
ending on the date proposed for that closing, and
(B) Including a notice in at least one of any regular account statements mailed to
customers of the branch or limited branch proposed to be closed or in a separate mailing,
by not later than the beginning of the ninety-day period ending on the date proposed for
that closing.
(3) A Connecticut bank which proposes to close any mobile branch shall comply
with such notice and other requirements as the commissioner may prescribe.
(g) With the approval of the commissioner, any Connecticut bank may relocate
within this state any branch or limited branch in accordance with such notice and other
requirements as the commissioner may prescribe. As used in this subsection, "relocate"
means to move within the same immediate neighborhood without substantially affecting
the nature of the business or customers served.
(h) With the approval of the commissioner, a Connecticut bank may sell a branch,
limited branch or mobile branch to any bank, Connecticut credit union or federal credit
union. The selling Connecticut bank must have been in existence and continuously
operating for at least five years unless the commissioner waives this requirement. The
commissioner shall not approve such sale if such acquiring bank or credit union, including all insured depository institutions which are affiliates of the bank or credit union,
upon consummation of the sale, would control thirty per cent or more of the total amount
of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits.
(i) With the approval of the commissioner, a Connecticut bank may establish a
branch, limited branch or mobile branch outside of this state in accordance with applicable law. The commissioner shall not grant such approval, unless: (1) The commissioner
finds, in accordance with regulations adopted pursuant to chapter 54, that the Connecticut bank has a record of compliance with the requirements of the Community Reinvestment Act of 1977, 12 USC 2901 et seq., as from time to time amended, sections 36a-
30 to 36a-33, inclusive, to the extent applicable, and applicable consumer protection
laws; (2) the Connecticut bank is adequately capitalized and the commissioner determines that it will continue to be adequately capitalized; and (3) the Connecticut bank
is adequately managed and the commissioner determines that it will continue to be
adequately managed. The commissioner may examine and supervise the out-of-state
branches of any such Connecticut bank and may enter into agreements with other state
or federal banking regulators or similar regulators in a foreign country concerning such
examinations or supervision.
(1949 Rev., S. 5783; 1951, 1955, S. 2651d; 1957, P.A. 88; 1959, P.A. 278; 1967, P.A. 318; 1969, P.A. 633, S. 1; 1971,
P.A. 224; P.A. 79-247, S. 1; P.A. 81-207, S. 1; P.A. 86-176, S. 1; P.A. 87-9, S. 2, 3; 87-205, S. 1, 6; P.A. 88-65, S. 53;
P.A. 90-2, S. 9, 20; 90-64, S. 1, 4; P.A. 92-12, S. 24; 92-17, S. 1, 7; P.A. 93-59, S. 3, 8; P.A. 94-122, S. 67, 340; Oct. Sp.
Sess. P.A. 94-1, S. 16, 21; P.A. 95-155, S. 12, 29; P.A. 96-191, S. 1, 6.)
History: 1959 act amended (3) by changing "six months" to "three years"; 1967 act required that limited-power branch
cease operation within four rather than three years after opening of new state bank and trust company or national banking
association in Subsec. (3); 1969 act replaced previous provision re closing of limited-power branch with provision specifying that branch is not required to cease operation for "two years from July 1, 1969," provided the commissioner grants
his approval; 1971 act deleted requirement that branch bank must be backed by same amount as required to establish a
state bank and trust company in Subsec. (1)(b); P.A. 79-247 deleted requirement that capital and surplus of bank and trust
company desiring to operate a branch must exceed one million dollars in Subsec. (1)(b), deleted reference to acquisition
by consolidation or merger in Subsec. (1)(c) and specified applicability to acquisition by purchase under any provision of
statutes "other than section 36-30" and inserted new Subsecs. (4) and (5), renumbering former Subsec. (4) accordingly;
P.A. 81-207 added Subsec. (7) to define "banking institution"; P.A. 86-176 added Subsec. (8) to phase out home office
protection over a three-year period; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially
by the Revisors to "commissioner of banking"); P.A. 87-205 made a technical correction to Subsec. (6) by adding the
reference "or unless authorized under the provisions of chapter 662c"; P.A. 88-65 deleted an obsolete reference in Subsec.
(3) re the closing of limited power branches; P.A. 90-2 added Subsec. (9) re factors the commissioner of banking must
consider, and findings the commissioner must make, prior to approving any branch; P.A. 90-64 added Subsec. (10) re
establishment of coexisting branches; P.A. 92-12 redesignated Subsecs., Subdivs. and Subparas., and made technical
changes; P.A. 92-17 added provisions re the establishment and operation of limited service and limited hour branches,
deleted requirement for a combined capital and surplus of not less than one million dollars and related provisions, deleted
former Subsecs. (2) to (5) and (8), redesignated former Subsec. (1) as Subsec. (a) and deleted references to establishment
of one or more branches in certain towns in former Subdivs. (a) and (b), redesignated former Subsec. (7) as Subsec. (c),
redesignated former Subsec. (9) as Subsec. (d), redesignated former Subsec. (10) as Subsec. (e), and redesignated former
Subsec. (6) as Subsec. (f); P.A. 93-59 added new Subsec. (g) authorizing state bank and trust company to sell a branch to
any state or federal banking institution located in the state with the approval of the commissioner, effective May 10, 1993;
P.A. 94-122 added new Subsec. (a) defining "branch", renumbered former Subsec. (a) as Subsec. (b), deleted Subdiv. (2)
of Subsec. (a) re the standard for establishing limited branches, added Subdivs. (2) and (3) to Subsec. (b) and Subsec. (c) re
branch establishment, renumbered former Subsec. (b) as Subdiv. (3) of Subsec. (c), deleted Subsecs. (c) and (d), renumbered
former Subsec. (e) as Subsec. (d), added new Subsecs. (e) and (f) re branch closing and relocation, and renumbered former
Subsecs. (f) and (g) as Subsecs. (g) and (h), effective January 1, 1995; Oct. Sp. Sess. P.A. 94-1 transferred the language
in former Subsec. (h) concerning the sale of branches and limited branches to Subsec. (g) and designated former Subsec.
(g), which prohibits out-of-state banks from maintaining offices within the state, as Subsec. (h)(1) and added a new Subdiv.
(2) excluding from the out-of-state bank prohibitions in Subdiv. (1) a foreign bank establishing and maintaining a federal
branch or state branch, provided the foreign bank elects this state as its home state under the International Banking Act of
1978, or a federal agency, state agency or representative office, effective January 1, 1995; Sec. 36-59 transferred to Sec.
36a-145 in 1995; P.A. 95-155 amended Subsec. (b)(2) and (d) to change references to banks and credit unions to "depository
institutions", amended Subsec. (g) to add five-year requirement and requirement re control of deposits, added new Subsec.
(h) re a Connecticut bank's establishing a branch or limited branch outside this state, renumbered former Subsec. (h) as
(i), and made technical change in Subsec. (a), effective June 27, 1995; P.A. 96-191 redefined "branch" and "limited branch"
to refer to offices at fixed locations, defined "mobile branch" and established provisions re mobile bank branches, and
deleted former Subsec. (i) re out-of-state banks, effective June 3, 1996.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
AUTOMATED TELLER MACHINES, SATELLITE DEVICES
AND POINT OF SALE TERMINALS
(b) The commissioner may adopt such regulations in accordance with the provisions
of chapter 54 as may be necessary to carry out the purpose of sections 36a-155 to 36a-
159, inclusive, and section 36a-170. Such regulations may include, but shall not be
limited to: (1) Requirements for the filing of information with the commissioner by any
financial institution, network or processor in connection with (A) the establishment or
use of automated teller machines, point of sale terminals or similar retail electronic
banking facilities in this state, (B) the provision of home banking services in this state,
and (C) the provision of network or processing services in this state; (2) provisions
concerning services that may be provided at automated teller machines, point of sale
terminals or similar retail electronic banking facilities located in this state, or by means
of home banking terminals located in this state, including services that may be offered
on a proprietary basis; and (3) provisions concerning the safety of persons using automated teller machines or similar retail electronic banking facilities. As used in this
subsection, "financial institution" means any bank, Connecticut credit union, federal
credit union, out-of-state bank or out-of-state credit union authorized under Connecticut
or federal law to accept deposits within this state, or any other person having a place of
business in this state who holds an account belonging to a consumer and who agrees
with the consumer to provide electronic fund transfer services subject to the provisions
of 12 CFR Part 205, as from time to time amended, at automated teller machines, point
of sale terminals or similar retail electronic banking facilities in this state; "account"
means a demand deposit, savings deposit, share, member or other consumer asset account, held either directly or indirectly, and established primarily for personal, family
or household purposes, including a line of credit extended to a consumer, but not including an occasional or incidental credit balance in a credit plan; "consumer" means a
natural person residing in this state; "network" means one or more financial institutions
or other persons that own and operate one or more network systems or facilities, or
provide communications or processing services to one or more automated teller machines, point of sale terminals or similar retail electronic banking facilities located in
this state, or to one or more home banking terminals located in this state; and "processor"
means one or more persons that provide communications, processing, clearing, settlement or related services to one or more financial institutions in connection with the
operation of one or more automated teller machines, point of sale terminals or similar
retail electronic banking facilities located in this state, or one or more home banking
terminals located in this state.
(P.A. 75-373, S. 2, 9; P.A. 83-298, S. 2; 83-411, S. 8, 20; P.A. 86-158, S. 2, 5; P.A. 93-275, S. 2; P.A. 94-122, S. 68,
340; P.A. 95-49, S. 2; P.A. 97-157, S. 2, 3.)
History: P.A. 83-298 clarified that more than one banking institution may establish and use satellite devices; P.A. 83-
411 provided for the use of satellite devices outside of this state on a transaction fee basis; P.A. 86-158 deleted the words
"within this state", to allow a banking institution to establish and use a point of sale terminal in other states and authorized
the establishment or use of a point of sale terminal within this state by a domestic commercial establishment; P.A. 93-275
designated existing provisions as Subsec. (a) and added provision allowing the commissioner to consider the convenience
and necessity to the public when making a decision re establishment and use of satellite devices and added Subsec. (b) re
regulations; P.A. 94-122 expressly authorized banks and credit unions to establish and use on-site ATMs in Subsec. (a),
effective January 1, 1995; Sec. 36-193b transferred to Sec. 36a-155 in 1995; P.A. 95-49 amended Subsec. (b) to add
reference to regulations pertinent to Sec. 36a-170, to add Subdivs. (1) to (3), inclusive, re the contents of the regulations,
and to add the definitions of "financial institution", "account", "consumer", "network" and "processor"; P.A. 97-157
amended Subsec. (a) to eliminate provisions requiring the commissioner's approval to establish satellite devices and
amended Subsec. (b) to eliminate regulation-making authority re fees for applications to establish satellite devices, effective
June 24, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
HOME BANKING
(b) Any bank or out-of-state bank, and any Connecticut credit union or federal credit
union may provide home banking services to customers.
(c) Any electronic transfer of funds by means of a home banking terminal authorized
under this section shall be subject to the Electronic Fund Transfer Act, 15 USC Section
1693, et seq., as from time to time amended, and Regulation E of the Federal Reserve
Board, 12 CFR Part 205, as from time to time amended.
(d) Home banking terminals are not automated teller machines, satellite devices,
branches or offices for any purpose under this title.
(P.A. 90-223, S. 1, 2; P.A. 94-122, S. 73, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-9ff transferred to Sec. 36a-170 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
BANK HOLDING COMPANIES
(1969, P.A. 598, S. 1.)
History: Sec. 36-418 transferred to Sec. 36a-180 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)
(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.
(Return to TOC) (Return to Chapters) (Return to Titles)