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

PART I
MERGER AND CONSOLIDATION

      Sec. 36a-125. (Formerly Sec. 36-193u). Merger and consolidation of Connecticut banks. (a) Except as provided in subsection (i) of this section, any two or more Connecticut banks may, with the approval of the commissioner, merge or consolidate into a single Connecticut bank. As used in this section, a "constituent temporary bank" means a constituent Connecticut bank that has a temporary certificate of authority but does not have a final certificate of authority to commence business, and a "constituent final bank" means a constituent Connecticut bank that has a final certificate of authority to commence business. Any plan of merger or consolidation approved by the commissioner shall specify whether the resulting bank shall operate as a bank and trust company, or a capital stock or mutual savings bank or savings and loan association.

      (b) The governing board of each constituent final bank and the organizers of each constituent temporary bank proposing to merge or consolidate shall enter into an agreement, approved and executed by a majority of the governing board or all of the organizers, as the case may be, of each bank, prescribing the terms and conditions of such proposed merger or consolidation. Such agreement shall include the proposed certificate of incorporation of the resulting bank and shall state the name and corporate form of the resulting bank, the town in which its main office is located, the minimum and maximum number of directors and any other details necessary to effectuate such proposed merger or consolidation. In the case of a capital stock resulting bank, the agreement shall include the amount of capital stock with which the resulting bank shall commence business, the number of shares into which the capital stock is to be divided and the manner of converting the shares of the capital stock of the constituent banks into shares of the capital stock of the resulting bank and, if any shares of the capital stock of any of the constituent banks are not to be converted solely into shares of the capital stock of the resulting bank, the amount of cash, property or other securities of the resulting bank or the shares or other securities of any other corporation which the holders of such shares are to receive in exchange for or upon the conversion of such shares, which cash, property or other securities of the resulting bank, or shares or other securities of any other corporation, may be in addition to or in lieu of the shares of the resulting bank. In the case of a merger or consolidation involving a mutual constituent bank and a capital stock constituent bank, if the resulting bank is to be a mutual bank, the agreement shall include the amount of cash or property of the resulting mutual bank which the holders of the shares of the capital stock constituent bank are to receive in exchange for such shares.

      (c) Such agreement may provide for the effective date of the proposed merger or consolidation, which shall not be earlier than the filing of the agreement and the commissioner's approval in the office of the Secretary of the State. If the agreement does not provide an effective date, the merger or consolidation shall become effective on the first business day following the filing of the agreement and approval in the office of the Secretary of the State. In the case of capital stock constituent banks, the merger or consolidation agreement may provide that no new certificates of stock need be issued to holders of stock of the constituent bank which continues its corporate existence and that the certificates of stock of any other constituent bank may be deemed to be the certificates of stock of the resulting bank or any other corporation, provided that holders of certificates of stock of such other constituent bank shall be entitled to exchange their certificates of stock for certificates of stock of the resulting bank or such other corporation.

      (d) In addition to the vote of the governing board or organizers as required by subsection (b) of this section, in the case of a capital stock constituent final bank, the merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of each class of the capital stock. Such vote shall be taken at separate meetings of the shareholders called for the purpose of considering the proposed merger or consolidation, and not less than ten days' notice of the time, place and purpose of such meeting shall be mailed to the last-known address of each shareholder. Any person entitled to notice under this subsection may waive such notice in accordance with section 33-700. The vote may approve the merger or consolidation either upon the terms of the agreement as approved and executed by the governing board or organizers or with such additions or amendments as may be so approved at such shareholders' or incorporators' meetings of each of the constituent banks.

      (e) In the case of a merger or consolidation involving at least one mutual constituent bank, after adoption of the merger or consolidation agreement, notice thereof shall be published once each week for two consecutive weeks in one or more newspapers having a circulation in the town in which the main office of each such mutual constituent bank is located. Copies of the record of the meetings adopting the agreement of merger or consolidation, and setting forth the agreement in full, attested by the secretary and president of the respective meetings, shall be certified to and filed in the office of each such mutual constituent bank, there to remain, subject to public inspection, for fifteen days.

      (f) Upon application by the constituent banks, and upon receipt of a copy of the agreement of merger or consolidation, certified by the secretaries of the respective constituent final banks and certified by the agents for the organizers of the respective constituent temporary banks as having been duly approved in accordance with subsection (b) of this section, the commissioner shall determine whether such merger or consolidation will promote public convenience, whether benefits to the public clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition, and whether the terms thereof are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall approve the merger or consolidation. The commissioner shall not approve such merger or consolidation: (1) If it involves the acquisition of a Connecticut bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; (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; or (3) if the programs, policies and procedures relating to anti-money-laundering activities of the constituent banks, or the proposed programs, policies and procedures of the resulting bank relating to anti-money-laundering activities, are inadequate, or the constituent banks do not have a record of compliance with anti-money-laundering laws and regulations. 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 is entitled to assert appraisal rights and to obtain payment of the fair value of such shareholder's shares under sections 33-855 to 33-872, inclusive. The rights and obligations of shareholders who assert appraisal rights 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; P.A. 02-47, S. 5; P.A. 03-259, S. 8.)

      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; P.A. 02-47 amended Subsec. (h) by deleting provisions re dissenter's rights and adding provisions re assertion of appraisal rights and to obtain payment of fair market value of shareholder's shares; P.A. 03-259 amended Subsec. (f) by adding Subdiv. (3) re anti-money-laundering activities and compliance.

      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.

      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 who assert appraisal rights, if any, such constituent federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States concerning the merger and consolidation of federal banks with state banks, the resulting bank to continue business under a state charter.

      (2) The franchise tax required to be paid by capital stock Connecticut banks on an increase of capital stock shall be paid upon the capital stock of any resulting capital stock Connecticut bank, the amount subject to such tax to be determined by deducting from the entire amount of such stock (A) the amount of the capital stock of the capital stock Connecticut bank which is a party to the merger or consolidation upon which such tax has already been paid, and (B) the amount of the capital stock of the capital stock federal bank upon which such tax was paid during its existence as a capital stock Connecticut bank, if such capital stock federal bank came into existence by virtue of conversion from a capital stock Connecticut bank or by virtue of merger or consolidation of a capital stock Connecticut bank with a capital stock federal bank.

      (b) Any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to do business as a federal bank, in the manner prescribed by and subject to the limitations and requirements imposed by the laws of the United States. No such merger or consolidation shall take place if: (1) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (2) the resulting federal bank, including all depository institutions which are affiliates of the resulting federal bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent Connecticut bank shall also comply with section 36a-125 governing the merger and consolidation of two or more Connecticut banks. The resulting federal bank shall be considered the same business and corporate entity as the constituent Connecticut bank, although as to rights, powers and duties the resulting bank shall be a federal bank.

      (P.A. 94-122, S. 62, 340; P.A. 95-155, S. 11, 29; P.A. 96-54, S. 2, 9; P.A. 02-47, S. 6.)

      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 Subsec. (a)(1) to substitute "or" for "and" immediately before Subpara. (B), and made a corresponding change before Subsec. (b)(2), effective May 7, 1996; P.A. 02-47 amended Subsec. (a)(1) by adding provision re shareholders "who assert appraisal rights".

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

PART II
CONVERSIONS

      Sec. 36a-135. Conversions of a mutual institution into another mutual institution. (a)(1) Any mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association may convert into a mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association, in accordance with the provisions of this section and any regulations the commissioner may adopt in accordance with chapter 54 as are necessary to allow such conversions on an equitable basis, provided this section does not apply to the conversion of a mutual federal bank into another mutual federal bank.

      (2) Any conversion pursuant to this section involving the conversion of or to a federal mutual savings bank or federal mutual savings and loan association shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.

      (3) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended 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 (A) the converting institution has complied with all applicable provisions of law, and (B) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations.

      (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; (C) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (D) 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 amended 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 amended 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 amended 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; P.A. 02-47, S. 7; P.A. 03-259, S. 9, 10.)

      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.; P.A. 02-47 amended Subsec. (a)(3) and Subsec. (c)(2) and (3) by adding provisions re amended certificate of incorporation; P.A. 03-259 amended Subsecs. (b)(1) and (c)(1) by adding new Subparas. (B) and (C), respectively, re anti-money-laundering activity and compliance, adding Subpara. (A) designator in Subsec. (b)(1) and, in Subsec. (c)(1), redesignating existing Subpara. (C) as Subpara. (D).

      Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to a capital stock bank. Plan of conversion. (a) 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 (j) 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.

      (b) 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.

      (c) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended 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 (d) 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.

      (d) 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.

      (e) The plan of conversion for a mutual savings bank shall also require approval by (1) unless a greater percentage is required by the charter or certificate of incorporation of the converting bank, a majority of all the corporators of the converting bank, provided the converting bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the converting bank, and (2) a majority of the independent corporators of the converting bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of subdivision (2) of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.

      (f) A converting mutual savings bank shall, prior to the meeting required by subsection (e) of this section, provide the corporators with informational material regarding the plan of conversion, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of conversion, the distribution of shares and compensation plans proposed for management.

      (g) A converting mutual savings bank shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (e) of this section:

      (1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;

      (2) A description of any loan relationships, outstanding within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and

      (3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, in existence within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subsection, the term "commercial relationships" means any sale or lease of real or personal property and any provision of commercial services.

      (h) A converting mutual savings bank shall file with the commissioner a certificate of the secretary of the converting bank certifying that a meeting of the corporators has been held and that the plan of conversion has been approved by the corporators in accordance with the requirements of subsection (e) of this section.

      (i) In any conversion under this section, each account holder of the converting institution deemed eligible under regulations adopted pursuant to subsection (j) of this section 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 community and of the general public. Each converting institution shall, at the time of conversion, establish a liquidation account for the benefit of such account holders and such liquidation account shall establish a priority upon liquidation. The requirement concerning the establishment of a liquidation account 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.

      (j) 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.

      (k) 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 (j) of this section that the commissioner determines will cause such delay.

      (l) The commissioner may approve a conversion under this section only 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; (4) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (5) 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; P.A. 02-47, S. 8; 02-73, S. 82; P.A. 03-196, S. 4; 03-259, S. 11; P.A. 04-23 S. 1; P.A. 05-139, S. 2.)

      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; P.A. 02-47 amended Subsec. (d) by adding provision re amended certificate of incorporation; P.A. 02-73 amended Subsec. (a)(2) by replacing reference to Subdiv. (19) with reference to Subdiv. (21) of Sec. 36a-2; P.A. 03-196 deleted former Subsec. (a) re definitions, redesignated existing Subsecs. (b) to (f), inclusive, as Subsecs. (a) to (e), inclusive, merged existing Subsec. (g) into redesignated Subsec. (e), redesignated existing Subsecs. (h) to (j), inclusive, as Subsecs. (f) to (h), inclusive, amended Subsec. (e) by replacing references to "eligible account holder" with references to "account holder", inserting "deemed eligible under regulations adopted pursuant to subsection (f) of this section" and "community and of the" and substituting "requirement concerning the establishment of a liquidation account" for "provisions of this subsection", amended Subsec. (h) by substituting "may" for "shall" and inserting "only" in the introductory provision, and made conforming and technical changes, effective July 1, 2003; P.A. 03-259 amended Subsec. (j), redesignated as Subsec. (h), by adding new Subdiv. (4) re anti-money-laundering activity and compliance and redesignating existing Subdiv. (4) as Subdiv. (5); P.A. 04-23 added new Subsec. (e) requiring approval of plan of conversion for a mutual savings bank by a majority of all corporators and independent corporators of the converting bank and requiring such approval to be obtained at a meeting, new Subsec. (f) requiring converting mutual savings bank to provide corporators with informational material re plan prior to meeting, new Subsec. (g) requiring converting mutual savings bank to provide commissioner with information re corporators and new Subsec. (h) requiring converting mutual savings bank to file with commissioner certification that a meeting of corporators was held and that plan was approved by corporators, redesignated existing Subsecs. (e) to (h) as new Subsecs. (i) to (l), respectively, and changed internal references accordingly, effective April 28, 2004; P.A. 05-139 amended Subsec. (e)(1) to insert "unless a greater percentage is required by the charter or certificate of incorporation of the converting bank," effective July 1, 2005.

      Sec. 36a-137. Conversion of a capital stock bank into another capital stock bank. (a)(1) Any capital stock Connecticut bank or capital stock federal bank may convert into any other capital stock Connecticut bank or capital stock federal bank upon the approval of the conversion by the commissioner, provided this section does not apply to the conversion of a capital stock federal bank to another capital stock federal bank. The requirements of the commissioner's approval and subdivisions (3) to (5), inclusive, of this subsection do not apply to the conversion of a capital stock Connecticut bank into a national banking association.

      (2) Any conversion pursuant to this section involving the conversion of or to a capital stock federal bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.

      (3) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting bank that the proposed plan of conversion and proposed amended 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 amended 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 is entitled to assert appraisal rights and to obtain payment of the fair value of such shareholder's shares under sections 33-855 to 33-872, inclusive.

      (b) In any conversion under this section of a capital stock Connecticut 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 (A) that the converting bank has complied with all applicable provisions of law, and (B) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations.

      (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 of a capital stock Connecticut bank to a national banking association, the converting bank shall: (1) File a notice of its intent to convert with the commissioner at the time it submits an application to convert with the Office of the Comptroller of the Currency; and (2) submit its charter, or a copy thereof, to the commissioner upon consummation of the conversion.

      (d) 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; (C) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (D) 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 amended 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 amended 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 amended 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.

      (e) 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; P.A. 01-183, S. 4, 11; P.A. 02-47, S. 9; P.A. 03-259, S. 12, 13.)

      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); P.A. 01-183 made a technical change in Subsec. (b), added new Subsec. (c) re conversion of a capital stock Connecticut bank to a national banking association and redesignated existing Subsecs. (c) and (d) as Subsecs. (d) and (e), effective July 6, 2001; P.A. 02-47 amended Subsec. (a) by adding amended certificate of incorporation in Subdivs. (3) and (4) and by deleting provisions re objecting and dissenting shareholder and adding provision re assertion of appraisal rights and obtaining payment of fair value of shares in Subdiv. (5), and amended Subsec. (d) by adding provisions re amended certificate of incorporation in Subdivs. (2) and (3); P.A. 03-259 amended Subsecs. (b)(1) and (d)(1) by adding new Subparas. (B) and (C), respectively, re anti-money-laundering activity and compliance, inserting Subpara. (A) designator in Subsec. (b)(1) and, in Subsec. (d)(1), redesignating existing Subpara. (C) as Subpara. (D).

      Sec. 36a-138. Conversion of a capital stock institution into a mutual institution. (a) With the approval of the commissioner, any capital stock bank may convert into a mutual bank, in accordance with the provisions of this section and any regulations that the commissioner may adopt hereunder, provided this section does not apply to the conversion of a capital stock federal bank into a mutual federal bank.

      (b) A conversion under this section involving a federal bank shall be authorized only if permitted by federal law and is subject to all requirements prescribed by federal law.

      (c) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting institution has complied with all applicable provisions of law; (2) the proposed conversion will serve public necessity and convenience; (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; and (4) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations. 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; P.A. 03-259, S. 14.)

      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; P.A. 03-259 amended Subsec. (c) by adding Subdiv. (4) re anti-money-laundering activity and compliance.

      Sec. 36a-139. (Formerly Sec. 36a-252). Conversion of community banks to Connecticut banks. (a) Any community bank organized pursuant to subsection (r) of section 36a-70 may, upon the approval of the commissioner, convert to a Connecticut bank that is authorized to operate without the limitations provided in subdivision (3) of subsection (r) of section 36a-70.

      (b) A community bank that proposes to convert shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the community bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subsection (c) of this section.

      (c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the community bank and the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock, if any, or, in the case of a mutual community bank, the corporators thereof, cast at a meeting called to consider such conversion.

      (d) Any shareholder of a capital stock community bank that proposes to convert 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 such bank may, within ten days after the effective date of such conversion, make written demand upon the bank for payment of such shareholder's stock. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder who asserts appraisal rights with respect to the merger of two or more capital stock Connecticut banks.

      (e) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The community bank has complied with all applicable provisions of law; (2) the community bank has equity capital of at least five million dollars; (3) the community bank has received satisfactory ratings on its most recent state or federal safety and soundness examination and Community Reinvestment Act examination; and (4) the proposed conversion will serve the public necessity and convenience.

      (f) After receipt of the commissioner's approval, the community bank shall promptly file such approval and its amended 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 bank shall cease to be a community bank subject to the limitations provided in subdivision (3) of subsection (r) of section 36a-70 and shall be a Connecticut bank possessed of all rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to its type of Connecticut bank, and all of the assets, business and good will of the community bank shall be transferred to and vested in such Connecticut bank 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. Such Connecticut bank shall be subject to all of the duties, relations, obligations, trusts and liabilities of the community bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, to perform all such duties in the same manner and to the same extent as if the Connecticut bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the community bank and all liens upon the property of such bank shall be preserved unimpaired and the Connecticut 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 the community bank and whether made or created to take effect prior to or after the conversion.

      (g) The persons named as directors in the amended certificate of incorporation shall be the directors of such 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.

      (h) No such Connecticut bank may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the community bank.

      (i) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such Connecticut bank, provided, any franchise tax paid by the community bank shall be subtracted from any amount owed under this subsection.

      (P.A. 97-209, S. 4, 6; P.A. 98-260, S. 9; P.A. 01-183, S. 7, 11; P.A. 02-47, S. 16.)

      History: P.A. 97-209 effective June 24, 1997; P.A. 98-260 deleted former Subsec. (e) re public hearing, redesignated existing Subsec. (f) as Subsec. (e) and deleted provision re approvals needed for deposit insurance from Subdiv. (1), and redesignated existing Subsecs. (g) to (j) as Subsecs. (f) to (i); P.A. 01-183 replaced references to expansion of powers with references to conversion and made conforming and technical changes throughout, effective July 6, 2001; P.A. 02-47 amended Subsecs. (b), (c), (f) and (g) by adding provisions re amended certificate of incorporation and amended Subsec. (d) by replacing "dissents from" with "asserts appraisal rights with respect to"; Sec. 36a-252 transferred to Sec. 36a-139 in 2003.

      Sec. 36a-139a. (Formerly Sec. 36a-252a). Conversion of uninsured banks and trust banks. (a) Any uninsured bank or any trust bank may, upon the approval of the commissioner, convert to a Connecticut bank that is authorized to accept retail deposits and operate without the limitations provided in subdivisions (2) and (3) of subsection (t) and subsection (u) of section 36a-70 and subsection (b) of section 36a-250.

      (b) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subsection (c) of this section.

      (c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and the favorable vote of not less than two-thirds of the holders of each class of the converting bank's capital stock, if any, or in the case of a converting mutual bank, the corporators thereof, cast at a meeting called to consider such conversion.

      (d) Any shareholder of a capital stock Connecticut bank that proposes to convert under this section, 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 such bank may, within ten days after the effective date of such conversion, make written demand upon the bank for payment of such shareholder's stock. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder that asserts appraisal rights with respect to the merger of two or more capital stock Connecticut banks.

      (e) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting bank has complied with all applicable provisions of law; (2) the converting bank has equity capital of at least five million dollars; (3) the converting bank has received satisfactory ratings on its most recent safety and soundness examination; (4) the proposed conversion will serve the public necessity and convenience; and (5) the converting bank will provide adequate services to meet the banking needs of all community residents, including low-income residents and moderate-income residents to the extent permitted by its charter, in accordance with a plan submitted by the converting bank to the commissioner, in such form and containing such information as the commissioner may require. Upon receiving any such plan, the commissioner shall make the plan available for public inspection and comment at the Department of Banking and cause notice of its submission and availability for inspection and comment to be published in the department's weekly bulletin. With the concurrence of the commissioner, the converting bank shall publish, in the form of a legal advertisement in a newspaper having a substantial circulation in the area, notice of such plan's submission and availability for public inspection and comment. The notice shall state that the inspection and comment period will last for a period of thirty days from the date of publication. The commissioner shall not make such determination until the expiration of the thirty-day period. In making such determination, the commissioner shall, unless clearly inapplicable, consider, among other factors, whether the plan identifies specific unmet credit and consumer banking needs in the local community and specifies how such needs will be satisfied, provides for sufficient distribution of banking services among branches or satellite devices, or both, located in low-income neighborhoods, contains adequate assurances that banking services will be offered on a nondiscriminatory basis and demonstrates a commitment to extend credit for housing, small business and consumer purposes in low-income neighborhoods.

      (f) After receipt of the commissioner's approval, the converting bank shall promptly file such approval and its amended 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 bank shall cease to be an uninsured bank subject to the provisions of subdivisions (2) and (3) of subsection (t) and subsection (u) of section 36a-70, or a trust bank, subject to the limitations provided in subsection (u) of section 36a-70 and subsection (b) of section 36a-250, and shall be a Connecticut bank subject to all of the requirements and limitations and possessed of all rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to its type of Connecticut bank. Such 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 filing with the Secretary of the State and with the town clerk, all of the assets, business and good will of the converting bank shall be transferred to and vested in such Connecticut bank 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. Such Connecticut bank shall be subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, and to perform all such duties in the same manner and to the same extent as if the Connecticut bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the converting bank and all liens upon the property of such bank shall be preserved unimpaired and the Connecticut 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 the converting bank and whether made or created to take effect prior to or after the conversion.

      (g) The persons named as directors in the amended certificate of incorporation shall be the directors of such 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.

      (h) No such Connecticut bank resulting from the conversion of an uninsured bank may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the converting bank.

      (i) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such Connecticut bank, provided, any franchise tax paid by the converting bank shall be subtracted from any amount owed under this subsection.

      (P.A. 99-158, S. 8; P.A. 01-10, S. 6; 01-183, S. 9, 11; P.A. 02-47, S. 17; P.A. 04-136, S. 6.)

      History: P.A. 01-10 made a technical change in Subsec. (f); P.A. 01-183 added language re Connecticut banks that function solely in a fiduciary capacity in Subsecs. (a) and (f), added reference to Sec. 36a-250(b) in Subsec. (a), replaced references to expansion of powers with references to conversion throughout and made conforming and technical changes throughout, effective July 6, 2001; P.A. 02-47 amended Subsecs. (b), (c), (f) and (g) by adding provisions re amended certificate of incorporation and amended Subsec. (d) by replacing "who dissents from" with "that asserts appraisal rights with respect to"; Sec. 36a-252a transferred to Sec. 36a-139a in 2003; P.A. 04-136 amended Subsecs. (a) and (f) to substitute trust bank for Connecticut bank organized to function or that functions solely in a fiduciary capacity, to insert references to Sec. 36a-70(u) and to make technical changes, effective May 12, 2004.

      Sec. 36a-139b. Conversion to an uninsured bank. (a) Any Connecticut bank may, upon the approval of the commissioner, convert to an uninsured bank.

      (b) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended 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 subsection (c) of this section.

      (c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock, if any, or, in the case of a mutual bank, the corporators thereof, cast at a meeting called to consider such conversion.

      (d) Any shareholder of a converting capital stock Connecticut bank that proposes to convert to an uninsured 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 such 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. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder who dissents from the merger of two or more capital stock Connecticut banks.

      (e) If applicable, a converting Connecticut bank shall liquidate all of its retail deposits with the approval of the commissioner. The converting bank shall file with the commissioner a written notice of its intent to liquidate all of its retail deposits together with a plan of liquidation and a proposed notice to depositors approved and executed by a majority of its governing board. The commissioner shall approve the plan and the notice to depositors. The commissioner shall not approve a sale of the retail deposits of the converting bank if the purchasing insured depository institution, including all insured depository institutions which are affiliates of such institution, upon consummation of the sale, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. The converting and purchasing institutions shall file with the commissioner a written agreement approved and executed by a majority of the governing board of each institution prescribing the terms and conditions of the transaction.

      (f) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting bank has complied with all applicable provisions of law; (2) the converting bank has equity capital of at least five million dollars unless the commissioner establishes a different minimum capital requirement based on the proposed activities of the converting bank; (3) the converting bank has liquidated all of its retail deposits, if any, and has no deposits that are insured by the Federal Deposit Insurance Corporation or its successor agency; and (4) the proposed conversion will serve the public necessity and convenience. The commissioner shall not approve such conversion unless the commissioner considers the findings of the most recent state or federal safety and soundness examination of the converting bank, and the effect of the proposed conversion on the financial resources and future prospects of the converting bank.

      (g) After receipt of the commissioner's approval for the conversion, 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 converted Connecticut bank shall not accept retail deposits and shall be an uninsured bank, subject to the limitations in subdivisions (2) and (3) of subsection (t) and subsection (u) of section 36a-70. 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 its type of Connecticut bank, and all of the assets, business and good will of the converting bank shall be transferred to and vested in the converted Connecticut bank 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 shall be subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, and to perform all such duties in the same manner and to the same extent as if the converted bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the converting bank and all liens upon the property of such bank shall be preserved unimpaired and the uninsured 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 the converting bank and whether made or created to take effect prior to or after the conversion.

      (h) 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.

      (i) No converted Connecticut bank, other than a Connecticut bank which converted from a trust bank, may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the converting bank.

      (j) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such converted bank, provided, any franchise tax paid by the converting bank shall be subtracted from any amount owed under this subsection.

      (P.A. 01-183, S. 10, 11; P.A. 02-39, S. 1; 02-47, S. 19; P.A. 03-84, S. 43; 03-196, S. 10; P.A. 04-8, S. 2; 04-136, S. 7.)

      History: P.A. 01-183 effective July 6, 2001; P.A. 02-39 amended Subsec. (a) by deleting provision re authorized to accept retail deposits and making a technical change, amended Subsec. (e) by replacing "With the approval of the commissioner" with "If applicable" and adding "with the approval of the Commissioner of Banking" and amended Subsec. (f)(3) by adding "if any"; P.A. 02-47 amended Subsec. (c) by adding provision re amended certificate of incorporation; P.A. 03-84 changed "Commissioner of Banking" to "commissioner" in Subsecs. (a) and (e), effective June 3, 2003; P.A. 03-196 amended Subsec. (b) by inserting "amended", effective July 1, 2003; P.A. 04-8 made a technical change in Subsec. (g), effective April 16, 2004; P.A. 04-136 amended Subsecs. (a), (e) and (g) to eliminate "as defined in subsection (t) of section 36a-70", amended Subsec. (g) to make a technical change in references to limitations in Sec. 36a-70(t) and to add reference to Sec. 36a-70(u), and amended Subsec. (i) to substitute "trust bank" for "Connecticut bank organized solely to function in a fiduciary capacity", effective May 12, 2004.

      Secs. 36a-140 to 36a-144. Reserved for future use.

PART III
BRANCHES

      Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile branches. Establishment, operation, conversion, closing, relocation, consolidation and sale. (a) As used in this section:

      (1) "Branch" means any office at a fixed location of a Connecticut bank, other than the main office, at which deposits are received, checks paid and money lent and which, at a minimum, is open for banking business Monday through Friday, except as provided in subsection (a) of section 36a-23.

      (2) "Consolidate" means to combine within the same neighborhood, without substantially affecting the nature of the business or customers served, (A) two or more branches into a single branch; (B) one or more branches and one or more limited branches into a single branch or limited branch; (C) two or more limited branches into a single limited branch; or (D) one or more branches or limited branches into a main office.

      (3) "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.

      (4) "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.

      (5) "Relocate" means to move within the same immediate neighborhood without substantially affecting the nature of the business or customers served.

      (b) (1) With the approval of the commissioner, any Connecticut bank may establish a branch in this state. The commissioner shall not approve the establishment of a branch under this subsection unless the commissioner considers whether: (A) Establishment of the branch is consistent with safe and sound banking practices; and (B) the branch will promote the public convenience and advantage. The commissioner shall not approve the establishment of any branch under this subsection unless the commissioner makes the findings required under section 36a-34.

      (2) For a period of three years following the issuance of its final certificate of authority pursuant to subsection (l) of section 36a-70, a Connecticut bank may, with thirty days' prior notice to the commissioner, establish a branch in this state if the proposed branch was approved as part of the application to organize such bank, unless the commissioner requires an approval pursuant to subdivision (1) of this subsection.

      (3) With the approval of the commissioner, any Connecticut bank may convert a limited branch in this state to a branch. The commissioner shall not approve a conversion under this subdivision unless the commissioner considers such factors and makes such findings under subdivision (1) of this subsection as the commissioner deems applicable.

      (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 limited branch under this subdivision unless the commissioner considers such factors and makes such findings under subdivision (1) 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, and (B) the proposed products, services and banking hours are appropriate to meet the convenience and needs of the neighborhood.

      (2) For a period of three years following the issuance of its final certificate of authority pursuant to subsection (l) of section 36a-70, a Connecticut bank may, with thirty days' prior notice to the commissioner, establish a limited branch in this state if the proposed limited branch was approved as part of the application to organize such bank, unless the commissioner requires an approval pursuant to subdivision (1) of this subsection.

      (3) With the approval of the commissioner, any Connecticut bank may convert a branch in this state to a limited branch. The commissioner shall not approve a conversion under this subdivision unless the commissioner considers such factors and makes such findings under subdivision (1) of subsection (b) of this section as the commissioner deems applicable, and the commissioner determines that alternative banking services are available in the neighborhood so that any reduction in services will not result in unmet banking needs.

      (4) With the approval of the commissioner, any Connecticut bank may establish in this state a special need 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 special need limited 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.

      (5) A limited 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) (1) With the approval of the commissioner for each predetermined location, any Connecticut bank may establish in this state a mobile branch. 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 (4) of subsection (c) of this section.

      (2) A mobile branch shall be conspicuously identified as a branch of the Connecticut bank. The commissioner may condition approval of such mobile branch with any other requirement that the commissioner deems necessary or appropriate for the protection of depositors or the Connecticut bank.

      (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. After receipt of the notice, the commissioner may require the Connecticut bank to submit any additional information.

      (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) A Connecticut bank which proposes to close any mobile branch shall submit to the commissioner a notice of the proposed closing not later than thirty days prior to the date proposed for such closing. The notice shall include a detailed statement of the reasons for the decision to close the mobile branch and the statistical and other information in support of such reasons. After receipt of the notice, the commissioner may require the Connecticut bank to submit any additional information.

      (B) A Connecticut bank which proposes to close any predetermined location of a mobile branch shall notify the commissioner prior to the closing of such location.

      (g) Any Connecticut bank may relocate within this state any branch or limited branch established in this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such relocation.

      (h) Any Connecticut bank may consolidate within this state any branch, limited branch or main office established in this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such consolidation.

      (i) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established in this state 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. Approval under this subsection shall not be required if approval under section 36a-210 is required for such sale.

      (j) 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. Any such agreement may include provisions concerning the assessment or sharing of fees for such examination or supervision.

      (k) Any Connecticut bank may relocate outside of this state any branch or limited branch established outside of this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such relocation.

      (l) Any Connecticut bank may consolidate outside of this state any branch or limited branch established outside of this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such consolidation.

      (m) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established outside of this state. The selling Connecticut bank must have been in existence and continuously operating for at least five years unless the commissioner waives this requirement. Approval under this subsection shall not be required if approval under section 36a-210 is required for such sale.

      (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; P.A. 01-183, S. 5, 11; P.A. 02-47, S. 10; P.A. 03-196, S. 5; P.A. 05-39, S. 5; 05-47, S. 2.)

      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; P.A. 01-183 added Subsec. (b)(4) re conversion of a limited branch to a branch, added reference to special need in Subsec. (c)(2), and amended Subsec. (f) by adding provisions re additional information required by the commissioner in Subdiv. (1) and deleting provision re notice and other requirements and adding Subparas. (A) and (B) re submission of notice and closure of predetermined location of a mobile branch in Subdiv. (3), effective July 6, 2001; P.A. 02-47 moved definition of "relocate" from Subsec. (g) to Subsec. (a), amended Subsec. (c) by adding provisions re establishment of limited branch "either de novo or resulting from the conversion of a branch" in Subdiv. (1) and by making technical changes in Subdivs. (1) and (2), amended Subsecs. (g) and (h) by adding provisions re branches "established in this state", added Subsec. (j) re relocation of branch or limited branch established outside state and added Subsec. (k) re sale of branch, limited branch or mobile branch established outside state; P.A. 03-196 amended Subsec. (a) by redefining "branch" in Subdiv. (1) to eliminate requirement that office be open during specified hours, defining "consolidate" in new Subdiv. (2) and redesignating existing Subdivs. (2) to (4), inclusive, as Subdivs. (3) to (5), inclusive, amended Subsec. (b) by merging existing Subdivs. (2) and (3) into Subdiv. (1), deleting "in the town or the surrounding area" in Subdiv. (1)(B), adding new Subdiv. (2) re establishment of a branch approved as part of application to organize a bank, and redesignating existing Subdiv. (4) as Subdiv. (3), amended Subsec. (c) by deleting "either de novo or resulting from the conversion of a branch" in Subdiv. (1), deleting "or conversion" in Subdiv. (1)(A), deleting Subdiv. (1)(C) re determination of availability of alternative banking services, adding new Subdiv. (2) re establishment of a limited branch approved as part of application to organize a bank and new Subdiv. (3) re conversion of a branch to a limited branch, redesignating existing Subdivs. (2) and (3) as new Subdivs. (4) and (5), and amending Subdiv. (5) by deleting "or mobile branch", amended Subsec. (d) by designating existing provisions as Subdiv. (1), amending said Subdiv. (1) by deleting provision re full or limited services or time periods and adding Subdiv. (2) re identification and approval of mobile branch, amended Subsec. (g) to allow Connecticut bank to relocate branch upon prior notice to commissioner rather than approval of commissioner, added new Subsecs. (h) and (l) re consolidation of branch or main office by Connecticut bank, redesignated existing Subsecs. (h) to (j), inclusive, as new Subsecs. (i) to (k), inclusive, and redesignated existing Subsec. (k) as new Subsec. (m), amended Subsecs. (i) and (m) by providing that approval not required if approval is required under Sec. 36a-210 for such sale, amended Subsec. (j) by providing that agreement may include provisions re assessment or sharing of fees for examination or supervision, amended Subsec. (k) to allow Connecticut bank to relocate branch upon prior notice to commissioner rather than approval of commissioner, and made conforming and technical changes, effective July 1, 2003; P.A. 05-39 amended Subsec. (b)(1) to substitute requirement that commissioner consider whether proposed branch will promote the public convenience and advantage for requirements that commissioner consider whether establishment of branch will result in oversaturation of depository institutions in town in which branch is to be located or in area surrounding the town, whether the Connecticut bank intends to operate branch on a long-term basis, and whether such bank maintains a reasonable ratio of loans made in the state to deposits received from residents of the state, and to eliminate requirement that commissioner not consider the existence of any office established under Sec. 36a-425(d) that is situated at or near location of branch, effective May 17, 2005; P.A. 05-47 amended Subsec. (a)(1) to add exception re Sec. 36a-23(a).

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

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

      Sec. 36a-155. (Formerly Sec. 36-193b). Establishment and use of automated teller machines, satellite devices and point of sale terminals. (a) One or more banks, Connecticut credit unions or federal credit unions may establish, and use on a transaction fee basis, automated teller machines that are not satellite devices within this state, and use on a transaction fee basis automated teller machines that are not satellite devices located within this state or established outside this state. One or more banks, Connecticut credit unions or federal credit unions may establish satellite devices within this state and one or more banks, Connecticut credit unions or federal credit unions may use on a transaction fee basis satellite devices located within this state or established outside this state. Any bank, Connecticut credit union or federal credit union may establish and use point of sale terminals. Nothing in this chapter shall prohibit the establishment or use of a point of sale terminal located within this state by a commercial establishment located within this state.

      (b) The commissioner may adopt such regulations in accordance with the provisions of chapter 54 as may be necessary to carry out the purpose of sections 36a-155 to 36a-159, inclusive, and section 36a-170. Such regulations may include, but shall not be limited to: (1) Requirements for the filing of information with the commissioner by any financial institution, network or processor in connection with (A) the establishment or use of automated teller machines, point of sale terminals or similar retail electronic banking facilities in this state, (B) the provision of home banking services in this state, and (C) the provision of network or processing services in this state; (2) provisions concerning services that may be provided at automated teller machines, point of sale terminals or similar retail electronic banking facilities located in this state, or by means of home banking terminals located in this state, including services that may be offered on a proprietary basis; and (3) provisions concerning the safety of persons using automated teller machines or similar retail electronic banking facilities. As used in this subsection, "financial institution" means any bank, Connecticut credit union, federal credit union, out-of-state bank or out-of-state credit union authorized under Connecticut or federal law to accept deposits within this state, or any other person having a place of business in this state who holds an account belonging to a consumer and who agrees with the consumer to provide electronic fund transfer services subject to the provisions of 12 CFR Part 205, as from time to time amended, at automated teller machines, point of sale terminals or similar retail electronic banking facilities in this state; "account" means a demand deposit, savings deposit, share, member or other consumer asset account, held either directly or indirectly, and established primarily for personal, family or household purposes, including a line of credit extended to a consumer, but not including an occasional or incidental credit balance in a credit plan; "consumer" means a natural person residing in this state; "network" means one or more financial institutions or other persons that own and operate one or more network systems or facilities, or provide communications or processing services to one or more automated teller machines, point of sale terminals or similar retail electronic banking facilities located in this state, or to one or more home banking terminals located in this state; and "processor" means one or more persons that provide communications, processing, clearing, settlement or related services to one or more financial institutions in connection with the operation of one or more automated teller machines, point of sale terminals or similar retail electronic banking facilities located in this state, or one or more home banking terminals located in this state.

      (P.A. 75-373, S. 2, 9; P.A. 83-298, S. 2; 83-411, S. 8, 20; P.A. 86-158, S. 2, 5; P.A. 93-275, S. 2; P.A. 94-122, S. 68, 340; P.A. 95-49, S. 2; P.A. 97-157, S. 2, 3.)

      History: P.A. 83-298 clarified that more than one banking institution may establish and use satellite devices; P.A. 83-411 provided for the use of satellite devices outside of this state on a transaction fee basis; P.A. 86-158 deleted the words "within this state", to allow a banking institution to establish and use a point of sale terminal in other states and authorized the establishment or use of a point of sale terminal within this state by a domestic commercial establishment; P.A. 93-275 designated existing provisions as Subsec. (a) and added provision allowing the commissioner to consider the convenience and necessity to the public when making a decision re establishment and use of satellite devices and added Subsec. (b) re regulations; P.A. 94-122 expressly authorized banks and credit unions to establish and use on-site ATMs in Subsec. (a), effective January 1, 1995; Sec. 36-193b transferred to Sec. 36a-155 in 1995; P.A. 95-49 amended Subsec. (b) to add reference to regulations pertinent to Sec. 36a-170, to add Subdivs. (1) to (3), inclusive, re the contents of the regulations, and to add the definitions of "financial institution", "account", "consumer", "network" and "processor"; P.A. 97-157 amended Subsec. (a) to eliminate provisions requiring the commissioner's approval to establish satellite devices and amended Subsec. (b) to eliminate regulation-making authority re fees for applications to establish satellite devices, effective June 24, 1997.

      Sec. 36a-156. (Formerly Sec. 36-193c). Availability of automated teller machines, satellite devices and point of sale terminals. (a) One or more banks, Connecticut credit unions or federal credit unions that have established a satellite device or point of sale terminal shall make the satellite device or point of sale terminal available for use (1) by their own customers for such transactions as such banks or credit unions choose to permit for the particular satellite device or point of sale terminal, (2) with respect to a satellite device, for withdrawals, transfers and balance inquiries by customers of any other bank, Connecticut credit union or federal credit union, and (3) with respect to a point of sale terminal, for withdrawals by customers of any other bank, Connecticut credit union or federal credit union. In the case of use pursuant to subdivision (2) or (3) of this subsection, such use shall be conditioned 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 network systems which use the satellite device or point of sale terminal. The bank that owns the satellite device shall display its logo on such device. Nothing in this subsection shall be construed to prevent a bank, Connecticut credit union or federal credit union that has established a satellite device or point of sale terminal from offering other services to its own customers or to the customers of any other bank, Connecticut credit union or federal credit union at such device or terminal upon such terms as it shall deem appropriate.

      (b) Any bank, Connecticut credit union or federal credit union which has established an automated teller machine which is not a satellite device may permit any other bank, Connecticut credit union or federal credit union to use such automated teller machine, provided if such permission is granted to any other bank, Connecticut credit union or federal credit union, the automated teller machine is made available 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.

      (P.A. 75-373, S. 3, 9; P.A. 83-298, S. 3; P.A. 94-122, S. 69, 340; P.A. 05-47, S. 3.)

      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; P.A. 05-47 amended Subsec. (a) to delete "on a nondiscriminatory basis", to insert Subdivs. (1) to (3) re availability of satellite device or point of sale terminal for use by own customers for such transactions as banks or credit unions choose to permit and by customers of other bank or credit union for withdrawals, transfers and balance inquiries, to delete requirement that satellite device or point of sale terminal identify all banks or credit unions which use such device or terminal, to require bank that owns satellite device to display its logo on such device, to provide that nothing in Subsec. shall prevent bank or credit union from offering other services to its own customers or to customers of other bank or credit union at satellite device or terminal upon such terms as it deems appropriate, and to make a technical change, and amended Subsec. (b) to delete "on a nondiscriminatory basis", to delete former Subdiv. (2) re use in accordance with Subsec. (a) and to make technical changes.

      Statute does not govern the imposition of customer fees, whether depositor fees or nondepositor fees. 252 C. 1.

      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.

      Sec. 36a-157. (Formerly Sec. 36-193d). Satellite device or point of sale terminal not branch or office. A satellite device or point of sale terminal is not considered a branch or office for any purpose under this title.

      (P.A. 75-373, S. 4, 9; P.A. 78-66, S. 2; P.A. 92-12, S. 54; 92-17, S. 4, 7; P.A. 94-122, S. 70, 340.)

      History: P.A. 78-66 added reference to Sec. 36-196(2)(c); (Revisor's note: This reference was changed editorially by the Revisors in 1991 to "subdivision (3) of subsection (c) of section 36-196" to reflect the changes made to Sec. 36-196 by public act 85-415, S. 4); P.A. 92-12 and P.A. 92-17 made technical changes; P.A. 94-122 clarified that a satellite device or point of sale terminal is not a branch or office, effective January 1, 1995; Sec. 36-193d transferred to Sec. 36a-157 in 1995.

      Sec. 36a-158. (Formerly Sec. 36-193f). Establishment and use of automated teller machines and point of sale terminals by out-of-state banks and out-of-state credit unions. (a) Except as provided in subsection (b) of this section, no out-of-state bank or out-of-state credit union may directly or indirectly establish or use an automated teller machine or point of sale terminal in this state. This prohibition does not apply to an out-of-state bank or out-of-state credit union that is authorized under the laws of this state or federal law to accept deposits within this state.

      (b) An out-of-state bank or out-of-state credit union may use an automated teller machine or point of sale terminal located in this state provided: (1) Such bank or credit union obtains permission to use the automated teller machine or point of sale terminal in this state from the owner of such automated teller machine or point of sale terminal; (2) such bank or credit union uses the automated teller machine in this state on a transaction fee basis; (3) unless such bank or credit union or an affiliate of such bank or credit union is otherwise authorized under the laws of this state or federal law to accept deposits within the state, the transactions available to customers of such bank or credit union on any such automated teller machine shall be limited to withdrawals, advances and transfers and shall not include deposit transactions; and (4) any such automated teller machine is established and used in accordance with the provisions of sections 36a-155 and 36a-156.

      (P.A. 75-373, S. 6, 9; P.A. 78-66, S. 3; P.A. 84-164, S. 2; P.A. 86-158, S. 3, 5; P.A. 89-262; P.A. 90-2, S. 16, 20; P.A. 94-122, S. 71, 340; P.A. 95-155, S. 13, 29.)

      History: P.A. 78-66 included credit unions within purview of section; P.A. 84-164 added Subsec. (b) authorizing use of satellite device or point of sale terminal in this state by banking corporation organized under the laws of or having its principal office in another state provided certain conditions are met; P.A. 86-158 applied provisions to federal savings banks, deleted references to point of sale terminals in Subdivs. (2) and (3) of Subsec. (b) and added Subdiv. (4) requiring establishment and use of satellite device in accordance with Secs. 36-193b and 36-193c; P.A. 89-262 added provision specifying when prohibition of establishment or use of satellite device or point of sale terminal does not apply; P.A. 90-2 amended Subsec. (a) by changing New England savings bank and New England savings and loan association to out-of-state savings bank and out-of-state savings and loan association; P.A. 94-122 allowed out-of-state bank affiliates authorized to accept deposits in Connecticut to accept deposits at automated teller machines and made technical changes, effective January 1, 1995; Sec. 36-193f transferred to Sec. 36a-158 in 1995; P.A. 95-155 changed "Connecticut law" to "the laws of this state or federal law" in Subsecs. (a) and (b), effective June 27, 1995.

      Sec. 36a-159. (Formerly Sec. 36-193h). Transactions at point of sale terminals. Changes in transactions permitted. At such time as national banking associations having their main offices in this state are permitted to establish and use point of sale terminals, or other functionally equivalent devices, for transactions not permitted to be conducted at point of sale terminals, all banks, Connecticut credit unions and federal credit unions shall have the same powers permitted national banking associations with respect to the use of point of sale terminals or other functionally equivalent devices, provided the commissioner authorizes such use.

      (P.A. 75-373, S. 8, 9; P.A. 77-614, S. 161, 610; P.A. 87-9, S. 2, 3; P.A. 94-122, S. 72, 340.)

      History: P.A. 77-614 replaced bank commissioner with banking commissioner, effective January 1, 1979; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-193h transferred to Sec. 36a-159 in 1995.

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

PART V
HOME BANKING

      Sec. 36a-170. (Formerly Sec. 36-9ff). Home banking services. Automated teller machine, satellite device, branch or office not deemed a home banking terminal. (a) As used in this section, "home banking services" means the electronic transfer of funds or information, or the performance of other permissible banking services or transactions for a customer by means of a home banking terminal; and "home banking terminal" means any electronic home or office terminal, including, but not limited to, a computer terminal, television, telephone, facsimile machine or other electronic device, that is not accessible to the public and does not accept deposits.

      (b) Any bank or out-of-state bank, and any Connecticut credit union or federal credit union may provide home banking services to customers.

      (c) Any electronic transfer of funds by means of a home banking terminal authorized under this section shall be subject to the Electronic Fund Transfer Act, 15 USC Section 1693, et seq., as from time to time amended, and Regulation E of the Federal Reserve Board, 12 CFR Part 205, as from time to time amended.

      (d) Home banking terminals are not automated teller machines, satellite devices, branches or offices for any purpose under this title.

      (P.A. 90-223, S. 1, 2; P.A. 94-122, S. 73, 340.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-9ff transferred to Sec. 36a-170 in 1995.

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

PART VI
BANK HOLDING COMPANIES

      Sec. 36a-180. (Formerly Sec. 36-418). Short title: Connecticut Bank Holding Company and Bank Acquisition Act. Sections 36a-180 to 36a-191, inclusive, shall be known as the "Connecticut Bank Holding Company and Bank Acquisition Act".

      (1969, P.A. 598, S. 1.)

      History: Sec. 36-418 transferred to Sec. 36a-180 in 1995.

      Sec. 36a-181. (Formerly Sec. 36-420). Organization of holding companies by capital stock Connecticut banks. (a) A capital stock Connecticut bank, which is not owned or controlled by a holding company, may organize a holding company in accordance with the provisions of this section. Such Connecticut bank shall submit to the commissioner a written plan of organization pursuant to which all of the outstanding shares of voting securities of the Connecticut bank will be acquired by a corporation having capital stock divided into shares, referred to in this section as the "parent corporation", and the holders of such securities of the Connecticut bank immediately prior to the consummation of the plan, except for dissenting shareholders, will become holders of the voting securities of the parent corporation. Such plan shall be in form satisfactory to the commissioner and shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect, including the manner of exchanging the shares of the Connecticut bank for shares or other securities of the parent corporation. Any such plan may provide for the payment of cash in lieu of the issuance of fractional shares of the parent corporation. Such plan may further provide that the certificates of stock of the Connecticut bank may be deemed to be certificates of stock of the parent corporation, provided the holders of certificates of stock of the Connecticut bank shall be entitled to receive certificates of stock of the parent corporation in exchange for certificates of stock of the Connecticut bank.

      (b) There shall be submitted to the commissioner with the plan of organization, a certificate of the secretary of the parent corporation, certifying that such plan has been approved by the governing board by vote of a majority of all the directors, and a certificate of the secretary of the Connecticut bank certifying that such plan has been submitted to the holders of the voting securities of such bank at a meeting held upon at least five days' notice, specifying the time, place and object of such meeting and addressed to each such shareholder at the address appearing upon the books of the bank and that at such shareholders' meeting at least two-thirds of each class of voting securities of the bank voted to approve such plan. The commissioner shall determine whether the terms of such plan of organization are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall thereupon certify the commissioner's findings and approval upon such plan. Such plan, when filed in the office of the Secretary of the State, shall evidence the terms and conditions of the organization. The commissioner shall not approve such plan of organization unless the commissioner considers whether: (1) The investment and lending policies of the Connecticut bank are consistent with safe and sound banking practices and will benefit the economy of this state; (2) the services or proposed services of the Connecticut bank are consistent with safe and sound banking practices and will benefit the economy of this state; (3) the parent corporation has sufficient capital to ensure, and agrees to ensure, that the Connecticut bank will comply with applicable minimum capital requirements; and (4) the parent corporation has sufficient managerial resources to operate the Connecticut bank in a safe and sound manner. The commissioner shall not approve such plan of organization unless the commissioner makes the findings required pursuant to section 36a-34. Upon such filing in the office of the Secretary of the State, the plan and the organization provided for therein shall become effective, unless a later date is specified in the plan, in which event the plan and organization shall become effective upon such later date.

      (c) Upon the effective date of the plan and the organization provided for therein, the shareholders of the Connecticut bank shall, except to the extent that they have received other securities of the parent corporation or cash in lieu of fractional shares, be holders of the voting securities of the parent corporation. Unless such plan otherwise provides, the Connecticut bank may require each shareholder to surrender such shareholder's certificates of stock in the Connecticut bank and, in that event, no shareholder, until such surrender of the shareholder's certificates, shall be entitled to vote thereon or to collect dividends declared thereon or to receive cash in lieu of fractional shares or the shares or other securities of the parent corporation. Any shareholder of the Connecticut bank whose stock has been so acquired who, on or before the date of such shareholders' meeting, gave written notice to the Connecticut bank of such shareholder's objection thereto, may, within ten days after the plan of organization has been filed in the office of the Secretary of the State, demand in writing from the Connecticut bank payment for such shareholder's stock and the Connecticut bank shall, within three months thereafter, pay such shareholder the value of such shareholder's stock at the date upon which such organization became effective. In case of disagreement as to the value of the stock of the Connecticut bank to be acquired, such value shall be ascertained by three disinterested persons to be chosen one by the shareholder, one by the Connecticut bank and the third by the two thus selected, and, if their award is not paid within sixty days from its date, it shall become a debt of the Connecticut bank and may be collected as such and such shareholder, upon receiving payment therefor, shall transfer such shareholder's stock to the Connecticut bank.

      (1969, P.A. 598, S. 3; 1971, P.A. 322, S. 2; P.A. 82-194, S. 2, 14; P.A. 83-406, S. 8, 11; P.A. 91-189, S. 5, 13; P.A. 92-12, S. 83; P.A. 93-24, S. 1, 9; P.A. 94-122, S. 74, 340; P.A. 95-155, S. 14, 29; P.A. 96-54, S. 3, 9.)

      History: 1971 act referred to "common" stockholders and "common capital" stock in Subsec. (b) and made other minor language changes; P.A. 82-194 amended Subsec. (a) by adding "capital stock savings and loan associations" to the definition of "subsidiary bank", amended Subsec. (b) by authorizing the commissioner's certification in lieu of a stockholders' vote, clarified the provisions of Subsec. (c), and amended Subsec. (d) by providing that the section does not apply to mergers or consolidations "of banks or associations"; P.A. 83-406 amended Subsec. (a) to add capital stock savings banks; P.A. 91-189 amended Subsec. (b) by adding factors to be considered and findings to be made by the commissioner prior to approving a plan of acquisition; P.A. 92-12 made technical changes in Subsec. (b); (Revisor's note: The words "of banking" were deleted editorially by the Revisors after "commissioner" in Subsec. (b) for consistency); P.A. 93-24 amended Subsec. (b) to include the consideration of the parent corporation of a banking institution in the banking institution's record of compliance for the Community Reinvestment Act in the commissioner's granting approval of a plan of acquisition, effective May 4, 1993; P.A. 94-122 deleted community reinvestment and approval standards in Subsec. (b) and made technical changes, effective January 1, 1995; Sec. 36-420 transferred to Sec. 36a-181 in 1995; P.A. 95-155 amended Subsec. (b) by adding Subdiv. (1) re five-year requirement and Subdiv. (2) re controlling deposits and by changing former Subdivs. (1) to (5), inclusive to Subparas. (A) to (E) within new Subdiv. (3), and amended Subsec. (c) by adding "parent" in the first sentence, effective June 27, 1995; P.A. 96-54 deleted Subsec. (d) re nonapplicability of section to mergers or consolidations, made changes re holding companies, and substituted "Connecticut bank" for "subsidiary bank", "organization" for "acquisition", "voting securities" for "shares of common stock" and "holders" for "shareholders", effective May 7, 1996.

      See Sec. 36a-34 re community reinvestment and approval standards.

      Sec. 36a-182. (Formerly Sec. 36-421). Ownership of bank shares not to be considered as transacting banking business. No corporation shall be considered as transacting the business of or promoting the purpose of a bank and trust company, capital stock savings and loan association or capital stock savings bank for any purpose including the purposes of section 33-645 by reason of the ownership of shares or other securities of a capital stock bank.

      (1969, P.A. 598, S. 7; P.A. 78-121, S. 110, 113; P.A. 82-194, S. 3, 14; P.A. 83-406, S. 9, 11; P.A. 88-65, S. 36; P.A. 94-122, S. 75, 340; P.A. 96-271, S. 200, 254.)

      History: P.A. 78-121 removed private bankers from purview of section; P.A. 82-194 included stock savings and loan associations within the provisions of section; P.A. 83-406 added capital stock savings banks; P.A. 88-65 deleted references to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-421 transferred to Sec. 36a-182 in 1995; P.A. 96-271 replaced reference to Sec. 33-286 with Sec. 33-645, effective January 1, 1997.

      Sec. 36a-183. (Formerly Sec. 36-422). Applicability and construction of sections 36a-180 to 36a-191, inclusive. (a) The application of sections 36a-180 to 36a-191, inclusive, shall not be affected by the fact that a transaction takes place wholly or partly outside this state or that a company is organized or operates outside this state. Notwithstanding the provisions of subsection (b) of section 33-920, any holding company, whether organized or incorporated or existing under or by virtue of the laws of this state or otherwise, shall be deemed to be transacting business in this state for the purposes of being subject to the provisions of sections 36a-180 to 36a-191, inclusive, and to the jurisdiction of the courts of this state.

      (b) Nothing in sections 36a-180 to 36a-191, inclusive, shall be construed to prohibit a company from being both a bank holding company and a savings and loan holding company.

      (1969, P.A. 598, S. 8; P.A. 82-194, S. 4, 14; P.A. 94-122, S. 76, 340; P.A. 96-271, S. 201, 254.)

      History: P.A. 82-194 added Subsec. (b) construing chapter 658; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-422 transferred to Sec. 36a-183 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to "section 33-397" with "subsection (b) of section 33-920", effective January 1, 1997.

      Sec. 36a-184. (Formerly Sec. 36-423). Acquisition of beneficial ownership of voting securities of banks and holding companies. Contents of acquisition statement. Registration statement. (a) As used in this section:

      (1) "Person" means any person who engages, or in any way participates, in any of the activities described in subsection (b) of this section, and includes any affiliate or associate of that person. "Person" does not include any person excluded from the definition of "offeror" in subdivision (3) of section 36b-41. The information required by subdivisions (1) to (10), inclusive, of subsection (c) of this section shall be given for each person.

      (2) "Associate" of a person means any person acting jointly or in concert with that person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to, the equity securities of a bank or holding company.

      (3) "Security convertible into a voting security" does not include a stock purchase warrant.

      (b) No person shall make a tender offer for, or a request or invitation for tenders of, enter into any agreement to exchange securities for, or acquire, in the open market or otherwise, any voting security, or any security convertible into a voting security, of a bank or holding company, if, as a result of the consummation thereof, and the conversion of any such convertible securities, such person would, directly or indirectly, be the beneficial owner of (1) more than ten per cent or (2) twenty-five per cent or more of any class of voting securities of such bank or holding company unless, prior to the time any tender offer, request or invitation is made to security holders or prior to the effective date of any agreement entered into, or prior to the acquisition of such securities if no offer or agreement is involved, such person has filed with the commissioner, and has sent to such bank or holding company by certified mail, return receipt requested, an acquisition statement containing the information required by this section and such offer, request, invitation, or acquisition has not been disapproved by the commissioner in the manner prescribed in this section and section 36a-185.

      (c) The acquisition statement shall, except to the extent waived by the commissioner, contain the following information: (1) The background and identity of the person by whom or on whose behalf the acquisition is to be effected; (2) the source and amount of the funds or other consideration used or to be used in making the acquisition; a description of any transaction wherein funds were or are to be obtained for the purpose of the acquisition, including the identity of the persons furnishing the funds; and any arrangements, agreements or understandings with such persons; (3) full audited financial information as to the earnings and financial condition of such person for the preceding five fiscal years and similar information, which may be unaudited, as of a date not later than ninety days prior to the filing of the statement; (4) any plans or proposals which such person may have to liquidate such bank or holding company, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management; (5) the number of shares or principal amount of the security which such person proposes to acquire, and the terms of the offer, request, invitation, agreement or acquisition, as the case may be, and a statement as to the method by which the fairness of the proposal was arrived at; (6) information as to any contracts, arrangements or understandings with any person with respect to any securities of such bank or holding company, including but not limited to transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into, and giving the details thereof; (7) information as to the purchases of any securities of the bank or holding company or of such person, by such person or any persons affiliated with such person during the preceding twelve calendar months, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor; (8) information as to any recommendations to purchase the securities of the bank or holding company or such person made during the preceding twelve calendar months by such person, by persons affiliated with such person or by anyone based upon interviews with or at the suggestion of such person or anyone affiliated with such person; (9) copies of all proposed tender offers, requests or invitations for tenders, exchange offers, contracts or agreements and advertisements making a tender offer or requests or invitations for tenders, and additional material soliciting or requesting such tender offers; and (10) such additional information as the commissioner may require as necessary or appropriate for the protection of the depositors of a bank and the security holders of a bank or holding company, or in the public interest.

      (d) If any material change occurs in the facts set forth in the acquisition statement, an amendment shall be filed immediately with the commissioner and sent immediately to such bank or holding company setting forth those changes.

      (e) If any offer, invitation, request, agreement or acquisition is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, the person required to file the acquisition statement may utilize the registration statement in furnishing the required information to the extent that the registration statement contains such information.

      (1969, P.A. 598, S. 9; 1971, P.A. 322, S. 3; P.A. 82-194, S. 5, 14; P.A. 84-546, S. 90, 173; P.A. 86-340, S. 1, 2; P.A. 91-189, S. 6, 13; P.A. 92-12, S. 84; P.A. 93-24, S. 2, 9; P.A. 94-122, S. 77, 340.)

      History: 1971 act specified applicability of Subsec. (a) re conversion of convertible securities and in Subsec. (b) required that acquisition statement contain, as alternative to number of shares, the principal amount of security and substituted "request, invitation, agreement or acquisition" for "exchange" in Subdiv. (5); P.A. 82-194 amended Subsecs. (a) to (c) to include references to associations, deleted former Subsec. (c) concerning two or more persons acting together for acquisition purposes and added Subsec. (d) defining "person", "affiliate" and "associate"; P.A. 84-546 made technical change in Subsec. (a); P.A. 86-340 required filing of acquisition statement prior to "effective date" of agreement rather than prior to time agreement "is entered into" in Subsec. (a); P.A. 91-189 amended Subsec. (a) to require the filing of an acquisition statement if the person making the acquisition would be the beneficial owner of twenty-five per cent or more of any class of voting securities; P.A. 92-12 made technical changes in Subsec. (d); P.A. 93-24 amended Subsec. (d) by adding a definition of "security convertible into a voting security", effective May 4, 1993; P.A. 94-122 added new Subsec. (a) containing definitions from former Subsec. (d) with minor technical changes and deleted former Subsec. (d), renumbered former Subsecs. (a), (b) and (c) as Subsecs. (b), (c) and (d), and added new Subsec. (e) re registration statements, effective January 1, 1995; Sec. 36-423 transferred to Sec. 36a-184 in 1995.

      Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of services, findings. (a) The offer, invitation, request, agreement or acquisition referred to in section 36a-184 may be made unless the commissioner disapproves it within sixty days after the acquisition statement has been filed with the commissioner, or unless within the first thirty days of such sixty days the commissioner calls a public hearing in accordance with section 36a-24. The offer, invitation, request, agreement or acquisition may be made prior to the expiration of the sixty-day disapproval period if the commissioner issues written notice of the commissioner's intent not to disapprove the action.

      (b) The commissioner may disapprove any such offer, invitation, request, agreement or acquisition if the commissioner finds that:

      (1) Upon completion of the acquisition, the bank referred to in the acquisition statement would be unable to satisfy the requirements for the issuance of a certificate of incorporation or a certificate of authority to carry on the business of banking to the same extent and in the same manner as it was authorized to carry on such business immediately prior to the acquisition;

      (2) The financial condition of the acquiring person might jeopardize the financial stability of such bank or holding company, or prejudice the interests of depositors or security holders whose securities will not be acquired by the acquiring person;

      (3) If a tender offer or exchange offer is contemplated, its terms are unfair and inequitable to the security holders of such bank or holding company;

      (4) The plans or proposals which the acquiring person has to liquidate such bank or holding company, to sell its assets or to merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management, are unfair or prejudicial to depositors or to security holders of such bank or holding company;

      (5) The competence, experience and integrity of the acquiring person are such that it would not be in the interest of the depositors or of the security holders of such bank or holding company or in the public interest for such offer, request, invitation, agreement or acquisition to be made; or

      (6) The benefits to the public are clearly outweighed by the possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition.

      (c) The commissioner shall disapprove such offer, invitation, request, agreement or acquisition if: (1) It involves the acquisition of the voting securities or securities convertible into voting securities of a bank that has not been in existence and continuously operating for at least five years, or a holding company, the subsidiary banks of which have not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; (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; (3) the commissioner cannot make the findings required by section 36a-34; or (4) the programs, policies and procedures of the acquiring person relating to anti-money-laundering activity are inadequate, and the acquiring person does not have a record of compliance with anti-money-laundering laws and regulations. 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.

      (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; P.A. 03-259, S. 15.)

      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); P.A. 03-259 amended Subsec. (c) by adding Subdiv. (3) which moved and rephrased provision re disapproval if commissioner cannot make findings required by Sec. 36a-34, and adding Subdiv. (4) re anti-money-laundering activity and compliance.

      See Sec. 36a-34 re community reinvestment and approval standards.

      Sec. 36a-186. (Formerly Sec. 36-426). Injunction against unlawful offer or acquisition. Seizure or sequestration of securities. The bank or holding company or the commissioner through the Attorney General may apply to the superior court for the judicial district of Hartford or to the superior court for the judicial district in which the bank or holding company has its principal place of business for equitable relief to enjoin any offer, request, invitation, agreement or acquisition made, or proposed to be made, in contravention of the provisions of sections 36a-180 to 36a-191, inclusive, or any regulation adopted or order issued by the commissioner under said sections, or the voting of any security so acquired. In any case where a person has acquired or is proposing to acquire any securities in violation of sections 36a-180 to 36a-191, inclusive, or any regulation adopted or order issued by the commissioner under said sections, the superior court for the judicial district of Hartford or the superior court for the judicial district in which the bank or holding company has its principal place of business may, on such notice as the court deems appropriate, upon the application of the bank or holding company or the commissioner acting through the Attorney General, seize or sequester any securities of the bank or holding company owned directly or indirectly by such person and make such orders with respect thereto as the court deems appropriate to effectuate the provisions of sections 36a-180 to 36a-191, inclusive. Notwithstanding any other provision of law, for the purposes of said sections, the situs of the ownership of all securities of the banks and holding companies shall be regarded as in this state.

      (1969, P.A. 598, S. 12; 1971, P.A. 322, S. 5; P.A. 78-280, S. 2, 6, 127; P.A. 82-194, S. 7, 14; P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 56, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 79, 340; P.A. 95-220, S. 4-6.)

      History: 1971 act made provisions applicable for offers, requests, etc. "proposed to be made" in contravention of chapter provisions or other rule, regulation or order of the commissioner; P.A. 78-280 replaced "Hartford county" with "judicial district of Hartford-New Britain" and general reference to counties with general reference to judicial districts; P.A. 82-194 changed "bank or bank holding company" to "bank, association or holding company"; P.A. 88-230 replaced "judicial district of Hartford-New Britain" with "judicial district of Hartford", effective September 1, 1991; P.A. 90-98 changed the effective date of P.A. 88-230 from September 1, 1991, to September 1, 1993; P.A. 91-357 deleted obsolete language re judge of the superior court and made technical changes; P.A. 93-142 changed the effective date of P.A. 88-230 from September 1, 1993, to September 1, 1996, effective June 14, 1993; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-426 transferred to Sec. 36a-186 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.

      Sec. 36a-187. (Formerly Sec. 36-427). Administration and enforcement. (a) The commissioner has authority, in accordance with chapter 54, to adopt such regulations and issue such orders as may be necessary to properly administer sections 36a-180 to 36a-191, inclusive, including the authority in accordance with section 36a-52 to order a holding company to cease and desist from engaging in any activity which constitutes a serious risk to the financial safety, soundness or stability of its subsidiary bank or is inconsistent with sound banking principles or the provisions of sections 36a-180 to 36a-191, inclusive.

      (b) The commissioner may enforce the provisions of sections 36a-180 to 36a-191, inclusive, and any regulation adopted or order issued under said sections by application for appropriate relief to the superior court for the judicial district of Hartford, which court is hereby vested with exclusive jurisdiction over such proceedings, subject to any other provisions of the laws of the United States with respect to venue.

      (1969, P.A. 598, S. 13; P.A. 78-280, S. 6, 127; P.A. 83-132, S. 2, 3; P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 80, 340; P.A. 95-220, S. 4-6.)

      History: P.A. 78-280 substituted "judicial district of Hartford-New Britain" for "Hartford county" in Subsec. (b); P.A. 83-132 amended Subsec. (a) to authorize the commissioner to order a holding company to cease and desist from any activity constituting a serious risk to the financial safety, soundness or stability of a holding company subsidiary bank or savings and loan association; P.A. 88-230 replaced "judicial district of Hartford-New Britain" with "judicial district of Hartford", effective September 1, 1991; P.A. 90-98 changed the effective date of P.A. 88-230 from September 1, 1991, to September 1, 1993; P.A. 93-142 changed the effective date of P.A. 88-230 from September 1, 1993, to September 1, 1996, effective June 14, 1993; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-427 transferred to Sec. 36a-187 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.

      Sec. 36a-188. (Formerly Sec. 36-427a). Registration with commissioner. Reports and examinations. Each holding company shall register with the commissioner within one hundred eighty days after becoming a holding company. The commissioner may require any holding company to furnish whichever reports the commissioner deems appropriate to the proper supervision of such holding company. Unless the commissioner determines otherwise, reports prepared for federal authorities may be submitted by such holding company in satisfaction of the requirements of this section. The commissioner may make examinations of each holding company and each subsidiary thereof, the cost of which shall be assessed against and paid by such holding company.

      (P.A. 83-132, S. 1, 3; P.A. 94-122, S. 81, 340.)

      History: P.A. 94-122 deleted Subsec. (a), defining "holding company", consolidated Subsecs. (b) and (c) and made technical changes, effective January 1, 1995; Sec. 36-427a transferred to Sec. 36a-188 in 1995.

      Sec. 36a-189. (Formerly Sec. 36-428). Appeal from commissioner. Any person aggrieved by any action of the commissioner under sections 36a-180 to 36a-191, inclusive, may appeal therefrom as provided in chapter 54.

      (1969, P.A. 598, S. 14; P.A. 77-603, S. 123, 125.)

      History: P.A. 77-603 substituted appeals under chapter 54 for appeals under chapter 637; Sec. 36-428 transferred to Sec. 36a-189 in 1995.

      Sec. 36a-190. (Formerly Sec. 36-429). Excepted transactions. The provisions of sections 36a-183 to 36a-187, inclusive, shall not apply to: (1) A transaction subject to the provisions of section 36a-105 or 36a-106, section 36a-125 or 36a-181, or the provisions of the laws of the United States relating to the merger or consolidation of federal banks, (2) the acquisition of shares acquired in good faith in a fiduciary capacity, (3) the acquisition or transfer of shares of a federal bank to the extent that the acquisition or transfer of such shares is subject to approval or disapproval under the laws of the United States, (4) the acquisition by a person who has previously filed an acquisition statement of less than one per cent of the voting securities of a bank or holding company during any six-month period, (5) an acquisition or transfer by operation of law or by gift, will or intestacy, (6) a transaction involving the acquisition of securities if the commissioner certifies in writing that the protection of depositors and creditors of the bank, the securities of which are being acquired or which is a subsidiary of the holding company the securities of which are being acquired, requires that the transaction proceed without delay, or (7) (A) the formation of a mutual holding company or a reorganized savings institution of such mutual holding company under sections 36a-192 and 36a-193 including the acquisition of voting shares of a reorganized savings institution by a nonstock corporation pursuant to subsection (b) of section 36a-192, or (B) the issuance of capital stock by such reorganized savings institution under sections 36a-195 and 36a-196.

      (1969, P.A. 598, S. 15; 1971, P.A. 322, S. 6; P.A. 82-194, S. 8, 14; P.A. 85-330, S. 12, 14; P.A. 93-24, S. 4, 9; P.A. 94-122, S. 82, 340; P.A. 96-54, S. 5, 9; P.A. 97-223, S. 2, 8.)

      History: 1971 act made technical grammatical changes; P.A. 82-194 included "associations" in the coverage of the exemptions, deleted an exemption for a transaction subject to federal law "requiring the registration and providing for the regulation of bank holding companies", and added new Subdiv. exempting transactions involving the acquisition of securities upon the commissioner's certification, relettering accordingly; P.A. 85-330 added Subdiv. (i) re mutual holding companies and reorganized savings institutions; P.A. 93-24 deleted Subdiv. (e) which had exempted issuance of voting securities from specified sections and relettered the remaining Subdivs. accordingly, effective May 4, 1993; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-429 transferred to Sec. 36a-190 in 1995; P.A. 96-54 deleted former Subdiv. (b) re transaction resulting in shareholders owning at least eighty per cent of shares, and relettered remaining Subdivs., effective May 7, 1996; P.A. 97-223 added provision re the acquisition of voting shares of a reorganized savings institution by a nonstock corporation pursuant to Subsec. (b) of Sec. 36a-192 and made technical changes, effective June 24, 1997.

      Sec. 36a-191. (Formerly Sec. 36-430). Severability. If any provision or clause of sections 36a-180 to 36a-191, inclusive, or application thereof to any person or circumstance is held invalid, such invalidity shall not affect the remainder of said sections and the application of such provision or clause to persons or circumstances other than those to which it is held invalid, and to this end the provisions of said sections are declared to be severable.

      (1969, P.A. 598, S. 16.)

      History: Sec. 36-430 transferred to Sec. 36a-191 in 1995.

      Sec. 36a-192. (Formerly Sec. 36-142aa). Reorganization of mutual savings banks and mutual savings and loan associations into mutual holding companies. Plan of reorganization. (a) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to become a mutual holding company by: (1) (A) In the case of a mutual savings bank, causing a reorganized savings institution to be incorporated and organized as a capital stock savings bank in accordance with section 36a-193, or (B) in the case of a mutual savings and loan association, causing a reorganized savings institution to be incorporated and organized as a capital stock savings and loan association in accordance with section 36a-193; and (2) transferring to the reorganized savings institution a substantial part of the assets of such mutual savings bank or mutual savings and loan association and causing the reorganized savings institution to assume a substantial part of the liabilities of such mutual savings bank or mutual savings and loan association, including all of its depository liabilities. Upon such transfer and assumption, persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual savings bank or mutual savings and loan association shall have such rights solely with respect to the reorganized savings institution, and the corresponding liability or obligation of the mutual savings bank or mutual savings and loan association to such persons shall be assumed by the reorganized savings institution. Persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to the mutual savings bank or mutual savings and loan association in its reorganized form as a mutual holding company.

      (b) (1) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to form a mutual holding company by: (A) Causing a nonstock corporation to be organized under the laws of this state; (B) (i) in the case of a mutual savings bank, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings bank in accordance with section 36a-193, or (ii) in the case of a mutual savings and loan association, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings and loan association in accordance with section 36a-193; (C) causing such nonstock corporation to acquire a majority of the ordinary voting shares of such reorganized savings institution; and (D) merging the mutual savings bank or mutual savings and loan association with and into such reorganized savings institution in accordance with the provisions of subdivision (2) of this subsection and section 36a-125, except that subsections (e), (f) and (i) of section 36a-125 shall not apply.

      (2) Upon application by the constituent banks, and upon receipt of a copy of the agreement of merger, the commissioner shall determine whether the terms of the merger are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall approve the merger. The commissioner shall not approve the merger of the mutual savings bank or mutual savings and loan association with and into the reorganized savings institution if: (A) The merger would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association; (B) the interest of the public will not be served by the merger; (C) disapproval is necessary to prevent unsafe and unsound banking practices; or (D) the financial or managerial resources of the constituent banks do not warrant approval of the merger. After approval of the merger by the commissioner, a copy of the agreement and a copy of the commissioner's approval shall be filed in the office of the Secretary of the State. Upon completion of the merger, the nonstock corporation shall be a mutual holding company and persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to such mutual holding company.

      (c) A reorganization of a mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, shall be approved by two-thirds of the governing board of the mutual savings bank or mutual savings and loan association. No such approval shall be required of creditors of, or persons having ownership, liquidation or voting rights with respect to, a mutual savings bank. The reorganization of a mutual savings and loan association shall also be approved by a majority of the depositors present and voting at a meeting called for the purpose of considering such a reorganization.

      (d) A reorganization of a mutual savings bank pursuant to this section shall require approval by (1) a majority of all the corporators of the mutual savings bank, provided the mutual savings bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the mutual savings bank, and (2) a majority of the independent corporators of the mutual savings bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.

      (e) A mutual savings bank proposing to reorganize shall, prior to the meeting required by subsection (d) of this section, provide the corporators with informational material regarding the plan of reorganization, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of reorganization, the distribution of shares and compensation plans proposed for management.

      (f) The mutual savings bank proposing to reorganize shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (d) of this section:

      (1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;

      (2) A description of any outstanding loan relationships, within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and

      (3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subdivision, the term "commercial relationships" means any sale or lease of real or personal property and any provision of commercial services.

      (g) A mutual savings bank proposing to reorganize shall file with the commissioner a certificate of the secretary of the mutual savings bank certifying that a meeting of the corporators has been held and that the plan of reorganization has been approved by the corporators in accordance with the requirements of subsection (d) of this section.

      (h) (1) A mutual savings bank or mutual savings and loan association proposing to reorganize pursuant to sections 36a-192 to 36a-199, inclusive, shall provide the commissioner with prior written notice of the proposed reorganization. The notice shall contain such relevant information as the commissioner may require.

      (2) Unless the commissioner disapproves the formation of the proposed mutual holding company within sixty days after the commissioner's receipt of notice of the proposed reorganization or, by written notice issued within such sixty-day period to the mutual savings bank or mutual savings and loan association proposing to reorganize, extends for another thirty days the period during which such disapproval may be issued, the mutual savings bank or mutual savings and loan association may proceed with such reorganization. If the commissioner extends the period during which such disapproval may be issued but within such extension period does not disapprove the proposed reorganization, the mutual savings bank or mutual savings and loan association may proceed with such reorganization.

      (3) The commissioner may disapprove any proposed mutual holding company formation only if: (A) The formation of the proposed mutual holding company would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association proposing to reorganize; (B) the interest of the public will not be served by the formation of the proposed mutual holding company; (C) such disapproval is necessary to prevent unsafe or unsound banking practices; (D) the financial or managerial resources of the mutual savings bank or mutual savings and loan association proposing to reorganize do not warrant approval of such proposal; or (E) the mutual savings bank or mutual savings and loan association proposing to reorganize fails to furnish any information required under subdivision (1) of this subsection or under subsections (e) to (g), inclusive, of this section.

      (4) In connection with the reorganization of a mutual savings bank or mutual savings and loan association into a mutual holding company under subsection (a) of this section, the mutual holding company may retain assets to the extent that such assets are not then required to be transferred to the reorganized savings institution in order to satisfy capital or reserve requirements of any applicable state or federal law.

      (5) Investment of the assets of a mutual holding company shall be subject to (A) all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, and applicable to a mutual savings bank or mutual savings and loan association, as the case may be, under the laws of this state; and (B) any limitations of federal law, in effect from time to time, which expressly apply to such investments when made by (i) a mutual savings bank or mutual savings and loan association, or (ii) a holding company of a capital stock savings bank or capital stock savings and loan association, as the case may be.

      (P.A. 85-330, S. 2, 14; P.A. 94-122, S. 83, 340; P.A. 97-223, S. 3, 8; P.A. 98-260, S. 8; P.A. 04-23, S. 2.)

      History: P.A. 94-122 changed the vote required for reorganization from majority to two-thirds in Subsec. (c) and made technical changes, effective January 1, 1995; Sec. 36-142aa transferred to Sec. 36a-192 in 1995; P.A. 97-223 deleted former Subsec. (b) and combined provisions with Subsec. (a), added new Subsec. (b) re organization of nonstock corporation and merger, and made conforming and technical changes in Subsecs. (c) and (d), effective June 24, 1997; P.A. 98-260 amended Subsec. (b) by deleting provisions re approval in accordance with Subsecs. (b) and (d) of Sec. 36a-125, approvals needed for FDIC insurance and expiration of federal waiting period from Subdiv. (2); P.A. 04-23 added new Subsec. (d) requiring approval of reorganization of a mutual savings bank by a majority of all corporators and independent corporators of the bank and requiring such approval to be obtained at a meeting, new Subsec. (e) requiring mutual savings bank proposing to reorganize to provide corporators with informational material re plan of reorganization prior to meeting, new Subsec. (f) requiring mutual savings bank proposing to reorganize to provide commissioner with information re corporators and new Subsec. (g) requiring mutual savings bank proposing to reorganize to file with commissioner certification that a meeting of corporators was held and that plan was approved by corporators, redesignated existing Subsec. (d) as new Subsec. (h) and made a conforming change in Subdiv. (3) therein, effective April 28, 2004.

      Sec. 36a-193. (Formerly Sec. 36-142bb). Reorganized savings institutions. Minimum equity capital requirement. Application. Certificate of authority. (a) Any reorganized savings institution, except a trust bank, shall commence business with a minimum equity capital of at least five million dollars. Any reorganized savings institution that is a trust bank shall commence business with a minimum equity capital of at least two million dollars. Such equity capital shall be paid for in cash before any reorganized savings institution commences business.

      (b) The mutual savings bank, mutual savings and loan association or nonstock corporation proposing to form a reorganized savings institution shall submit an application to the commissioner containing such information as the commissioner shall require and shall execute, acknowledge and file with the commissioner a certificate of incorporation stating: (1) The name of the reorganized savings institution; (2) the town in which the main office is to be located and the town's population; (3) the amount, authorized number and par value, if any, of shares of its capital stock; (4) the minimum amount of equity capital with which such reorganized savings institution shall commence business, which amount may be less than its authorized capital but shall not be less than that required by subsection (a) of this section; and (5) the name, occupation, and residence, post office or business address of each organizer and prospective initial director of the reorganized savings institution. The organizers shall separately file with the commissioner a notice of the residence of each organizer and prospective initial director whose residence address is not included in the proposed certificate of incorporation.

      (c) The commissioner, before approving such application and certificate of incorporation and issuing a certificate of authority, shall consider whether: (1) The formation of the reorganized savings institution would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association proposing, directly or through a nonstock corporation, to form the proposed reorganized savings institution; (2) the interest of the public will be served by the formation of the proposed reorganized savings institution; (3) the formation of such reorganized savings institution accords with safe and sound banking practices; and (4) the financial and managerial resources of the mutual savings bank or mutual savings and loan association proposing to reorganize warrant approval of such proposal.

      (d) If the commissioner approves such application and certificate of incorporation, the commissioner shall issue two copies of a certificate of authority to such reorganized savings institution to commence the business of a capital stock savings bank or capital stock savings and loan association, as the case may be. Such reorganized savings institution shall file one copy of such certificate with the Secretary of the State and shall retain one copy.

      (e) No reorganized savings institution shall commence business until its insurable accounts or deposits are insured by the Federal Deposit Insurance Corporation or its successor agency and until a certificate of authority has been issued and filed with the Secretary of the State, provided the acceptance of subscriptions for such deposits as may be necessary to obtain such insurance of deposits is not considered to be commencing business.

      (P.A. 85-330, S. 3, 14; P.A. 91-357, S. 30, 78; P.A. 92-54, S. 3, 6; P.A. 94-122, S. 84, 340; P.A. 97-223, S. 4, 8; P.A. 04-136, S. 8.)

      History: P.A. 91-357 deleted references to the Federal Savings and Loan Insurance Corporation from Subsec. (e); P.A. 92-54 amended Subsec. (a) to require a minimum capital and surplus of one million dollars for reorganized savings institutions organized to function solely in a fiduciary capacity and two million five hundred thousand dollars for all other reorganized savings institutions; P.A. 94-122 raised the amount of capital required for a reorganized institution to commence business from two million five hundred dollars to five million dollars, and from one million to two million dollars if the institution is to function solely as a fiduciary in Subsec. (a), changed "capital stock" to "equity capital", required that the organizers file separate notice of the address of each organizer and director whose residence is not included in the proposed certificate of incorporation in Subsec. (b) and made technical changes, effective January 1, 1995; Sec. 36-142bb transferred to Sec. 36a-193 in 1995; P.A. 97-223 amended Subsecs. (b) and (c) by adding provisions re nonstock corporations and making technical changes, effective June 24, 1997; P.A. 04-136 amended Subsec. (a) to substitute references to a trust bank for references to an institution organized to function solely in a fiduciary capacity, effective May 12, 2004.

      Sec. 36a-194. (Formerly Sec. 36-142cc). Powers. (a) Upon the reorganization of a mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, (1) the resulting mutual holding company shall possess and may exercise all the rights, powers and privileges, except deposit-taking powers, and is subject to all the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, of a mutual savings bank or mutual savings and loan association, as the case may be, under the laws of this state, (2) the resulting mutual holding company is subject to the limitations and restrictions imposed on bank holding companies by the Bank Holding Company Act of 1956, as from time to time amended, or the limitations and restrictions imposed on unitary savings and loan holding companies, as defined for federal purposes by the Home Owners' Loan Act of 1933, as from time to time amended, as the case may be, but is not authorized to exercise any rights, powers or privileges granted pursuant to such acts that are not also granted pursuant to sections 36a-192 to 36a-199, inclusive, and (3) notwithstanding any other provision of law, the provisions of the general statutes prevail over any inconsistent provision of the certificate of incorporation of such resulting mutual holding company.

      (b) Without limiting any powers it may have under sections 36a-192 to 36a-199, inclusive, or any other provisions of the general statutes, a mutual holding company may merge or consolidate with or acquire the assets of another mutual holding company or a holding company one of whose subsidiaries is a capital stock savings bank or capital stock savings and loan association in accordance with the applicable provisions of this title. No such merger, consolidation or acquisition shall take place if: (1) It involves the acquisition of a Connecticut bank or a reorganized savings institution that has not been in existence or continuously operating for at least five years, unless the commissioner waives this requirement or (2) the mutual holding company, including all insured depository institutions which are affiliates of the mutual holding company, upon consummation of the merger, consolidation or acquisition, would control thirty per cent or more of the amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of deposits.

      (c) Except as provided in section 36a-192, any acquisition by a mutual holding company of the shares of a capital stock savings bank or capital stock savings and loan association shall be conducted in accordance with sections 36a-184 to 36a-190, inclusive, unless such provisions are clearly inapplicable to the proposed acquisition.

      (d) The investment percentage limitations of this title apply on a consolidated basis to a mutual holding company and any reorganized savings institution, capital stock savings bank or capital stock savings and loan association, as the case may be, which is a subsidiary of such mutual holding company. Solely for purposes of applying such investment percentage limitations, the assets of a mutual holding company and any reorganized savings institution, capital stock savings bank or capital stock savings and loan association, as the case may be, which is a subsidiary of such mutual holding company, shall be aggregated after appropriate elimination of intercompany investments and indebtedness.

      (e) If at any time, the mutual holding company that does not control a subsidiary holding company of a reorganized savings institution sells or otherwise disposes of ordinarily voting shares in the reorganized savings institution and as a result such mutual holding company no longer owns at least fifty-one per cent of the ordinarily voting shares of such reorganized savings institution, or if the reorganized savings institution sells substantially all of its assets in a transaction in which substantially all of the deposit liabilities of such reorganized savings institution are assumed and become liabilities of the purchaser of such assets, the commissioner may apply to the superior court for the judicial district of Hartford or the judicial district in which such mutual holding company is situated for the appointment of a receiver to wind up the affairs of the mutual holding company; and the court may appoint such receiver after reasonable notice to the mutual holding company and such reorganized savings institution. Such receivership is governed by the provisions of sections 36a-221a and 36a-223 to 36a-239, inclusive.

      (P.A. 85-330, S. 4, 14; P.A. 88-65, S. 54; 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 31, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 85, 340; P.A. 95-155, S. 16, 29; 95-220, S. 4-6; P.A. 96-54, S. 6, 9; P.A. 97-223, S. 5, 8; P.A. 02-47, S. 11; P.A. 04-136, S. 40.)

      History: P.A. 88-65 deleted a reference to Sec. 36-178a; P.A. 91-357 deleted obsolete language re judge of the superior court from Subsec. (e) and made technical changes; P.A. 94-122 allowed the commissioner to apply to the Hartford-New Britain superior court for appointment of a receiver whether or not the institution is located in that jurisdiction in Subsec. (e) and made technical changes, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-142cc transferred to Sec. 36a-194 in 1995; P.A. 95-155 amended Subsec. (b) to add prohibition re five-year requirement and re control of deposits, effective June 27, 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995; P.A. 96-54 amended Subsec. (b) to substitute "or" for "and" immediately before Subdiv. (2), effective May 7, 1996; P.A. 97-223 made technical changes in Subsec. (a), effective June 24, 1997; P.A. 02-47 amended Subsec. (e) by adding provision re mutual holding company "that does not control a subsidiary holding company" and changing "more than fifty-one per cent" to "at least fifty-one per cent", effective May 9, 2002; P.A. 04-136 amended Subsec. (e) to provide that receivership is governed by Secs. 36a-221a, 36a-226a, and 36a-237f to 36-237h, inclusive, effective May 12, 2004.

      Sec. 36a-195. (Formerly Sec. 36-142dd). Issuance of preferred stock. (a) Notwithstanding any other provision of law, a reorganized savings bank may exercise any and all of the powers, rights and privileges of, and shall be subject to all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, and applicable to, a capital stock savings bank as provided under the laws of this state.

      (b) Notwithstanding any other provision of law, a reorganized savings and loan association may exercise any and all of the powers, rights and privileges of, and shall be subject to all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, and applicable to, a capital stock savings and loan association as provided under the laws of this state.

      (c) A reorganized savings institution shall have the power to issue preferred stock in accordance with the procedures contained in section 36a-106. The voting rights of holders of shares of preferred stock of a reorganized savings institution shall be limited to those voting rights required under the provisions of chapter 601. Upon any liquidation of such reorganized savings institution, the priority of the holders of any shares of preferred stock shall be limited to repayment of their original investment in such shares and any dividends earned but unpaid prior to such liquidation.

      (d) A reorganized savings institution, other than that held by a subsidiary holding company, shall have the power to issue to persons other than the mutual holding company of which it is a subsidiary, an amount of common stock and securities convertible into common stock which in the aggregate does not exceed forty-nine per cent of the issued and outstanding common stock of such reorganized savings institution. For purposes of the forty-nine per cent limitation, any issued and outstanding securities that are convertible into common stock shall be considered as issued and outstanding common stock.

      (P.A. 85-330, S. 5, 14; P.A. 94-122, S. 86, 340; P.A. 96-271, S. 202, 254; P.A. 02-47, S. 12.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142dd transferred to Sec. 36a-195 in 1995; P.A. 96-271 amended Subsec. (c) to replace reference to Ch. 599 with Ch. 601, effective January 1, 1997; P.A. 02-47 amended Subsec. (d) by adding "other than that held by a subsidiary holding company", effective May 9, 2002.

      Sec. 36a-196. (Formerly Sec. 36-142ee). Issuance of common stock. (a) Following the reorganization of any mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, the reorganized savings institution of such mutual holding company shall not sell or offer to sell its common stock or securities convertible into common stock unless each eligible account holder of the reorganized savings institution receives, without payment, nontransferable subscription rights to purchase common stock or securities convertible into common stock, as the case may be, of the reorganized savings institution pursuant to a subscription offering: (1) In which every eligible account holder may receive the right, subject to modification in the event of an over-subscription to the subscription offering by all eligible account holders, to purchase up to a maximum of one-half of one per cent of the total number of the shares of common stock or securities convertible into common stock, as the case may be, being offered by the reorganized savings institution; (2) in which every eligible account holder, regardless of such account holder's relationship to the reorganized savings institution, may participate at the same time as every other eligible account holder; and (3) which offering shall precede any offering of the reorganized savings institution's common stock or securities convertible into common stock, as the case may be, to the members of the general public. The terms of the subscription offering may provide that any savings account with total balances of less than five hundred dollars, or any lesser amount as determined by the governing board of the reorganized savings institution, shall not constitute a qualifying deposit for participation in the subscription offering. Not later than fifteen days from the date of submission to the commissioner of a plan outlining the terms of the subscription offering, the reorganized savings institution shall mail by first class mail a notice to each eligible account holder as of the eligibility record date indicating that: (1) The governing board of the reorganized savings institution has approved the sale of a certain number of shares of common stock or securities convertible into common stock, as the case may be; (2) such eligible account holder shall have nontransferable rights to subscribe for shares of the common stock or securities convertible into common stock, as the case may be, of the reorganized savings institution; (3) the holders of capital stock of the reorganized savings bank shall have exclusive voting rights; (4) the right to subscribe to shares of common stock or securities convertible into common stock, as the case may be, will expire unless such rights are exercised by the eligible account holder within the time period specified in such notice, which date shall not be less than sixty days from the date of the submission to the commissioner of the plan outlining the terms of the subscription offering; and (5) in order to obtain further information with respect to the subscription offering, the eligible account holder shall indicate such eligible account holder's interest to the reorganized savings institution by returning a postage prepaid expression of interest sent by the reorganized savings institution not later than the date set forth in the notice, which date shall be not less than thirty days from the date of the submission to the commissioner of the plan outlining the terms of the subscription offering. In mailing such notice to eligible account holders, the reorganized savings institution may rely upon the last-known valid address of such account holder in its possession. The reorganized savings institution shall have no further obligation to forward information regarding the conversion offering to eligible account holders who have not returned postage prepaid expressions of interest or responded otherwise in writing to such notice.

      (b) The provisions of subsection (a) of this section shall not be applicable to any sale or offer to sell of the common stock or securities convertible into common stock of a reorganized savings institution which sale or offer to sell: (1) Is made solely to the mutual holding company of such reorganized savings institution; or (2) is made subsequent to a prior sale or offer to sell of the common stock or securities convertible into common stock of the reorganized savings institution which sale or offer to sell was made in accordance with subsection (a) of this section and in which the number of shares offered for sale would have constituted twenty per cent of the total authorized and outstanding shares of common stock of the reorganized savings institution if all of such shares had been sold in such offering and, in the case of securities convertible into common stock, if all of such stock had been immediately converted to common stock.

      (c) The provisions of sections 36a-105 and 36a-108 shall apply to the issuance of shares of common stock or shares of securities convertible into common stock only by a reorganized savings institution.

      (d) A reorganized savings institution that issues or has issued and outstanding any common stock, securities convertible into common stock or preferred stock to any persons other than the mutual holding company of which it is a subsidiary shall file, together with its mutual holding company, in the manner set forth in this subsection, consolidated financial statements and periodic and other reports whether or not required under federal law. Such consolidated financial statements and periodic and other reports shall include all information required under, and shall be prepared in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted pursuant thereto. In addition, the reorganized savings institution shall prepare for mailing to each shareholder proxy materials in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted pursuant thereto. If such consolidated financial statements, reports or proxy materials are required to be filed with any federal authority or agency pursuant to federal law, there shall be no concurrent state filing requirement. If such consolidated financial statements, reports or proxy materials are not required to be filed with any federal authority or agency, copies of such consolidated financial statements, reports or proxy materials shall be filed with the commissioner and be a public record. For purposes of this subsection, a reorganized savings institution shall be deemed to have issued securities whether such securities are privately placed or publicly underwritten.

      (P.A. 85-330, S. 6, 14; P.A. 94-122, S. 87, 340; P.A. 96-271, S. 203, 254; P.A. 97-223, S. 6, 8.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142ee transferred to Sec. 36a-196 in 1995; P.A. 96-271 amended Subsec. (c) to delete exception providing that the reorganized savings institution does not have the right otherwise provided in Sec. 33-343(f) to limit or deny preemptive rights as to shares of its common stock or shares of securities convertible into its common stock, effective January 1, 1997; P.A. 97-223 added reference to Secs. 36a-192 to 36a-199, inclusive, in Subsec. (a), effective June 24, 1997.

      Sec. 36a-197. (Formerly Sec. 36-142ff). Conversion into stock holding company. Any mutual holding company having its principal office in this state may convert into a capital stock holding company, upon the approval of the conversion by the commissioner, in accordance with the provisions of section 36a-136.

      (P.A. 85-330, S. 7, 14.)

      History: Sec. 36-142ff transferred to Sec. 36a-197 in 1995.

      Sec. 36a-198. (Formerly Sec. 36-142gg). Mutual holding company subsidiary holding company. (a) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its reorganized savings institution subsidiary. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of sections 36a-192 to 36a-199, inclusive. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of and in accordance with any conditions or limitations imposed by the commissioner. A proposal to establish a subsidiary holding company shall be filed with the commissioner and shall include the proposed certificate of incorporation and bylaws of the subsidiary holding company and any other information required by the commissioner.

      (b) For purposes of section 36a-196, the subsidiary holding company shall be treated as a reorganized savings institution issuing stock and shall be subject to the requirements of said section. In the case of a stock issuance by a subsidiary holding company, the aggregate amount of outstanding common stock of the subsidiary holding company owned or controlled by persons other than the subsidiary holding company's mutual holding company parent at the close of the proposed issuance shall be less than fifty per cent of the subsidiary holding company's total outstanding common stock.

      (P.A. 85-330, S. 13, 14; P.A. 02-47, S. 13; P.A. 05-39, S. 6.)

      History: Sec. 36-142gg transferred to Sec. 36a-198 in 1995; P.A. 02-47 replaced former section re regulations with provisions designated as Subsecs. (a) and (b) re establishment of subsidiary holding company by mutual holding company to hold stock of reorganized savings institution, effective May 9, 2002; P.A. 05-39 amended Subsec. (b) to substitute fifty per cent for fifty-one per cent and to make a technical change, effective May 17, 2005.

      Sec. 36a-199. (Formerly Sec. 36-142hh). Exemption from real estate conveyance taxes. Any transfer of real estate in connection with the reorganization of a mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-198, inclusive, shall be exempt from the provisions of sections 12-494 to 12-504h, inclusive, and sections 12-638a to 12-638p, inclusive.

      (P.A. 92-92, S. 1, 2; P.A. 94-122, S. 88, 340.)

      History: P.A. 92-92 effective May 20, 1992, and applicable to transfers of real estate occurring on or after that date; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-142hh transferred to Sec. 36a-199 in 1995.

      Secs. 36a-200 to 36a-209. Reserved for future use.

PART VII
SALE OF ASSETS

      Sec. 36a-210. (Formerly Sec. 36-30). Transfer of assets. (a)(1) With the approval of the commissioner, a Connecticut bank may transfer all or a significant part of its assets or business to a bank. The transferring bank shall have been in existence and continuously operating for at least five years unless the commissioner waives this requirement. The commissioner shall not approve such transfer if (A) the acquiring bank, including all insured depository institutions which are affiliates of such bank, upon consummation of the transfer, 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, or (B) the programs, policies and procedures relating to anti-money-laundering activities of the acquiring institution are inadequate, or the acquiring institution does not have a record of compliance with anti-money-laundering laws and regulations. The transferring and acquiring banks shall file with the commissioner a written agreement approved and executed by a majority of the governing board of each bank prescribing the terms and conditions of the transaction. In the case of a transfer of all of the assets and business of the transferring bank, the terms of the agreement shall at least provide for full payment of the amounts due depositors and creditors of the transferring bank. Payment for all or part of the assets and business of the transferring bank may be made in cash or by making available on demand to depositors and other creditors thereof funds on deposit with the acquiring bank. Prior to the transfer of all or substantially all of the assets and business of a Connecticut bank pursuant to this section, such bank shall obtain authorization for the transfer by the affirmative vote of at least: (i) Two-thirds of the voting power of the outstanding shares of each class of stock, whether or not otherwise entitled to vote, in the case of a capital stock Connecticut bank; (ii) two-thirds of the voting power of the depositors, in the case of a mutual savings and loan association; and (iii) two-thirds of the governing board and two-thirds of the voting power of the corporators, in the case of mutual savings bank, which voting power shall, in any event, be no less than twenty-five corporators. In lieu of such vote, the commissioner may certify in writing that the protection of depositors or creditors of the transferring bank requires that the transfer proceed without delay.

      (2) The provisions of this subsection shall not apply to the liquidation of all of the retail deposits of a Connecticut bank pursuant to subsection (e) of section 36a-139b.

      (3) When a Connecticut bank has transferred or arranged to transfer all of its assets and business in accordance with this section, the governing board of such bank shall, after receiving the approval of the commissioner as provided in subdivision (1) of this subsection, send a written notice of such transfer or proposed transfer to each of its depositors and other known creditors and shall cause a copy of such notice to be published in a newspaper published in this state and having a circulation in the town in which the main office of such institution is located. Such notice shall inform the depositors and creditors of such bank of the transfer and of the terms thereof with reference to payment of depositors and creditors. Such notice may provide that creditors other than depositors who fail to present their claims to such bank within four months of the date of the notice shall be forever barred, and that creditors whose claims are presented within the time limited but which are disallowed by such bank shall commence an action to enforce their claims within three months of receipt of written notice disallowing their claims or be forever barred. Depositors shall not be required to present claims for deposits as shown by the records of such bank. At any time during the liquidation of the affairs of such bank, the governing board may have the privileges of a business corporation in voluntary dissolution as provided by law. After the claims of depositors and creditors have been fully paid either by transfer to the acquiring bank or in cash, or barred, the liability of the transferring bank for such claims shall cease. Any surplus remaining in the hands of the transferring Connecticut bank, after it has transferred all its assets and business, shall, after payment of the expenses of liquidation, be distributed to those entitled by law to receive such surplus in the manner provided in the agreement of transfer. Thereupon the governing board shall file a certificate with the commissioner stating that the affairs of such bank have been fully liquidated. Upon verifying the certificate as to the facts stated therein, the commissioner shall endorse the certificate "approved" and shall file a copy in the office of the Secretary of the State. Upon the finding by the Secretary of the State that the certificate complies with law, the secretary shall endorse the same "approved" and record the certificate. Thereupon the corporate existence of such bank shall cease.

      (b) No Connecticut bank may acquire all or a significant part of the assets or business of a federal bank, a federal credit union or an out-of-state bank without the approval of the commissioner. Such Connecticut bank shall file with the commissioner an application that includes a copy of any notice, application and other information filed with any federal or state banking regulator in connection with such acquisition and such additional information as may be required by the commissioner. The commissioner shall not approve such acquisition if: (1) It involves the acquisition of a federal bank or out-of-state bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; (2) the acquiring bank, including all insured depository institutions which are affiliates of such institution, upon consummation of the purchase, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits; or (3) the programs, policies and procedures relating to anti-money-laundering activities of the purchasing institution are inadequate, or the purchasing institution does not have a record of compliance with anti-money-laundering laws and regulations.

      (c) No bank or out-of-state bank may acquire all or a significant part of the assets or business of a Connecticut bank or Connecticut credit union from the receiver of such bank or credit union without the approval of the commissioner.

      (1949 Rev., S. 5755; 1963, P.A. 189; 1967, P.A. 461, S. 7; 1969, P.A. 124, S. 1, 2, 3; P.A. 78-121, S. 21, 113; P.A. 81-207, S. 4; P.A. 82-194, S. 9, 14; P.A. 83-377, S. 1-3; 83-411, S. 17, 20; P.A. 84-62, S. 1-3; P.A. 91-357, S. 5, 78; P.A. 92-12, S. 19; P.A. 93-59, S. 2, 8; P.A. 94-122, S. 89, 340; P.A. 95-155, S. 17, 29; P.A. 96-54, S. 7, 9; 96-109, S. 2; 96-180, S. 116, 166; P.A. 00-2, S. 2, 3; P.A. 03-196, S. 6; 03-259, S. 16; P.A. 04-136, S. 36.)

      History: 1963 act required authorization of sale and purchase by two-thirds vote of incorporators of selling institution rather than of "each party to the transaction" in cases involving savings banks under Subdiv. (a) of Subsec. (1); 1967 act repealed Subsec. (2) which had allowed state bank and trust company to sell assets and business of savings department to one institution and all other assets and business to another institution; 1969 act added references to savings account holders and to savings and loan associations in Subsecs. (1), (3) and (5); P.A. 78-121 removed building associations from purview of section; P.A. 81-207 amended Subsec. (1) to permit the sale of the assets of a credit union to another banking institution, other than another credit union, and amended Subsec. (2) to provide that the share account holders of a credit union which has sold or arranged to sell its assets receive notice of the sale and the terms thereof, and that the procedures concerning payment of claims apply to share account holders; P.A. 82-194 changed the voting requirement to two-thirds of the stockholders or members "present and voting", authorized the sale and purchase of "part" of the assets and business of a banking institution, added Subsec. (6) to clarify that a state institution may acquire a federal institution, added Subsec. (7) to authorize the commissioner to waive the voting requirement, and added Subsec. (8) to define "federal banking institution" and "state banking institution"; P.A. 83-377 amended Subsec. (1) to require the commissioner's opinion that a proposed sale of any state banking institution's assets to another institution is in the public interest or for the protection of depositors, savings account holder, share account holders or the bank's depositors and creditors only when fifty per cent or more of the assets of the institution are being sold in one or a series of transactions and amended Subsec. (6) to require the commissioner's approval prior to the purchase of the assets and business of any federal banking institution by a state banking institution, other than a credit union; P.A. 83-411 amended Subsec. (1) to add the word "mutual" to the term "savings bank"; P.A. 84-62 amended Subsecs. (1) and (6) to authorize a state or federally chartered credit union located in this state to purchase all or part of the assets or business of any other state or federally chartered credit union located in this state; P.A. 91-357 changed "managing board" to "governing board" in Subsec. (2); P.A. 92-12 redesignated Subsecs. and Subdivs. and made technical changes; P.A. 93-59 amended section to apply to state chartered credit unions, amended Subsec. (a) re sale of assets of state banking institution or state chartered credit union, amended Subsec. (d) to include "share account holders" to the list of entities whose claims must be paid in full prior to the release of liability of the selling institution, amended Subsec. (f) to delete the authorization of the commissioner re waiver of voting requirement and substitute a requirement that no banking institution may buy all or a significant part of the assets and business of a federal banking institution or a federally chartered credit union and no state chartered credit union may buy all or a significant part of the assets and business of a federally chartered credit union without the commissioner's approval and made technical corrections for consistency, effective May 10, 1993; P.A. 94-122 added the requirement that two-thirds of a mutual savings bank's governing board must vote to approve the sale of its business in Subdiv. (3) of Subsec. (a), added a new Subsec. (b) allowing waiver of the necessary vote by the commissioner, renumbered former Subsecs. (b) through (f) as Subsecs. (c) through (g), deleted former Subsecs. (g) and (h), added new Subsec. (h) clarifying that no bank may purchase or acquire the assets of a bank or credit union from its receiver without the commissioner's approval, and made technical changes, effective January 1, 1995; Sec. 36-30 transferred to Sec. 36a-210 in 1995; P.A. 95-155 amended Subsecs. (a) and (g) to add provisions re five-year requirement and re controlling deposits, effective June 27, 1995; P.A. 96-54 amended Subsec. (g) to substitute "or" for "and" immediately before Subdiv. (2), effective May 7, 1996; P.A. 96-109 and 96-180 both amended Subsec. (a) to replace numeric Subpara. designators with upper case alphabetic designators, effective June 3, 1996; P.A. 00-2 amended Subsec. (g) by requiring approval for purchase of assets and business of an out-of-state bank and adding provisions re application for approval, effective April 18, 2000; P.A. 03-196 designated existing Subsec. (a) as Subsec. (a)(1), merged existing Subsec. (b) into Subsec. (a)(1), added Subsec. (a)(2) providing that Subsec. (a) does not apply to liquidation of retail deposits of a Connecticut bank pursuant to Sec. 36a-139b(e), designated existing Subsec. (c) as Subsec. (a)(3) and merged existing Subsecs. (d), (e) and (f) into Subsec. (a)(3), redesignated existing Subsecs. (g) and (h) as new Subsecs. (b) and (c), deleted provisions applying to credit unions and share accounts, changed "sell" and "sale" to "transfer", "purchasing institution" to "acquiring bank" and "selling institution" to "transferring bank" and made conforming changes throughout, effective July 1, 2003; P.A. 03-259 amended Subsec. (a) by inserting Subpara. (A) designator, adding Subpara. (B) re anti-money-laundering activities and compliance and making technical changes and amended Subsec. (g), redesignated as Subsec. (b), by adding Subdiv. (3) re anti-money-laundering activities and compliance; P.A. 04-136 amended Subsec. (a)(1) to make a technical change and to substitute "acquiring" for "purchasing", effective May 12, 2004.

      Secs. 36a-211 to 36a-214. Reserved for future use.

PART VIII
FAILURES, RECEIVERSHIPS AND CONSERVATORSHIPS
AND OTHER EMERGENCY ACTIONS

      Sec. 36a-215. (Formerly Sec. 36-22b). Powers re troubled trust banks and uninsured banks. If, in the opinion of the commissioner, a trust bank, or an uninsured bank, in danger of becoming insolvent, is not likely to be able to meet the demands of its depositors, in the case of an uninsured bank, or pay its obligations in the normal course of business, or is likely to incur losses that may deplete all or substantially all of its capital, the commissioner may require such trust bank or uninsured bank to increase the assets kept on deposit as required by subsection (u) of section 36a-70 to an amount that would be sufficient to meet the costs and expenses incurred by the commissioner pursuant to section 36a-222 and all fees and assessments due the commissioner. Such assets shall be deposited with such bank as the commissioner may designate, and shall be in such form and subject to such conditions as the commissioner deems necessary.

      (P.A. 92-7, S. 1, 2; P.A. 94-122, S. 90, 340; P.A. 01-183, S. 6, 11; P.A. 03-19, S. 81; P.A. 04-136, S. 9.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-22b transferred to Sec. 36a-215 in 1995; P.A. 01-183 replaced former provisions re commissioner's powers concerning transactions involving troubled financial institutions with provisions re commissioner's powers concerning troubled Connecticut banks organized to function solely in a fiduciary capacity or troubled uninsured banks, effective July 6, 2001; P.A. 03-19 made a technical change, effective May 12, 2003; P.A. 04-136 substituted "trust bank" for "Connecticut bank organized to function solely in a fiduciary capacity", replaced "keep assets" with "increase the assets kept", added provision re requirements of Sec. 36a-70(u), substituted "36a-222" for "36a-223" and deleted definition of "uninsured bank", effective May 12, 2004.

      Sec. 36a-216. (Formerly Sec. 36-22). Powers in case of financial distress. (a) Whenever, in the opinion of the commissioner, general financial conditions are such that the public interest requires limitation on withdrawal of funds from Connecticut banks or Connecticut credit unions, or the assets of any Connecticut bank or Connecticut credit union are in such nonliquid condition that the interests of the depositors, share account holders or clients may be jeopardized, the commissioner may: (1) Order any one or more of such banks or credit unions to restrict all or any part of their business and limit or postpone for any length of time the payment of any amount or proportion of the deposits in any of the departments of such banks or credit unions as the commissioner deems necessary or expedient. The commissioner may regulate as to time and amount further payments as the interest of the public, of any such bank or credit union or of the depositors, share account holders, clients or creditors thereof may require. Any order made by the commissioner under this subdivision may be amended, extended or revoked in whole or in part, whenever in the commissioner's judgment circumstances warrant or require; (2) authorize any such banks or credit unions to receive new deposits or share account payments which shall be designated as new deposits or share account payments, and shall be segregated from all other deposits or share account payments. Such new deposits or share account payments shall be invested only in assets approved by the commissioner as being sufficiently liquid to be available when needed to meet any demands on account of such new deposits or share account payments. Such assets shall not be merged with other assets but shall be held in trust for the security and payment of such new deposits or share account payments, except that income from such assets may, to the extent authorized by the commissioner, be used by the banks or credit unions for other proper purposes of such banks or credit unions; and the withdrawal of such new deposits or share account payments shall not be subjected in any respect to restriction or limitation under this section; (3) adopt such regulations, in accordance with chapter 54, as the commissioner deems advisable for the protection of any such bank or credit union or the depositors, share account holders, clients or creditors thereof. Any person who violates any provision of such regulations shall be fined not more than one thousand dollars or imprisoned not more than one year, or both.

      (b) In determining action to be taken under this section, the commissioner may place such fair value on the assets of any such bank or credit union as the commissioner deems advisable under the conditions prevailing and circumstances relating thereto.

      (c) Any costs and expenses incurred by the commissioner in the exercise of the powers given to the commissioner under this section shall be assessed by the commissioner against any bank or credit union in connection with which such costs and expenses were incurred and, when so assessed, shall be paid by such bank or credit union in addition to the annual assessment of expenses of the Department of Banking provided under section 36a-65.

      (d) Nothing in this section shall be construed to give the commissioner authority to establish a maximum rate of dividends or interest on deposits or share accounts applying to a type of Connecticut bank or Connecticut credit union as a group.

      (1949 Rev., S. 5745; P.A. 77-614, S. 161, 610; P.A. 78-121, S. 18, 113; P.A. 80-482, S. 242, 345, 348; P.A. 87-9, S. 2, 3; P.A. 88-65, S. 13, 51; P.A. 92-12, S. 11; P.A. 94-122, S. 91, 340; P.A. 02-73, S. 9; P.A. 04-136, S. 10.)

      History: P.A. 77-614 replaced bank commissioner with banking commissioner and made banking department a division within the department of business regulation, effective January 1, 1979; P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 80-482 restored banking division as an independent department and abolished department of business regulation; (Revisor's note: Pursuant to P.A. 87-9 "banking department" was changed editorially by the Revisors to "department of banking"); P.A. 88-65 amended Subsec. (1) by deleting references to industrial banks and amended Subsec. (4) by deleting a reference to the advisory council on banking; P.A. 92-12 redesignated Subsecs. and Subdivs. and made technical changes; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-22 transferred to Sec. 36a-216 in 1995; P.A. 02-73 added provisions throughout making section applicable to Connecticut credit unions, share account holders and share account payments, and made technical and conforming changes in Subsecs. (a) and (c); P.A. 04-136 amended Subsec. (a) to insert references to "clients" and make a technical change, effective May 12, 2004.

      Sec. 36a-217. (Formerly Sec. 36-26). Establishment of maximum rate of dividends and interest. Regulations. Whenever conditions affecting the demand for and supply of money, the extension of credit or any other pertinent banking operations make such action necessary or desirable in the public interest, the commissioner may, by regulation adopted in accordance with chapter 54: (1) Establish a maximum rate of dividends or interest on deposits, certificates or accounts which may be paid by any one or more groups of Connecticut banks; (2) change or eliminate the reserve requirements against demand or time deposits of the United States government, but the amount of such reserve shall not be higher for such deposits than the then current reserve requirements against other demand or other time deposits; (3) change the reserve requirements against demand deposits other than those of the United States government to not less than twelve per cent nor more than twenty-four per cent of such deposits; (4) change the reserve requirements against time deposits other than those of the United States government to not less than five per cent nor more than ten per cent of such deposits; (5) provide that any part of the reserves required by it in excess of the statutory minimum may consist of net balances, subject to demand draft, with approved reserve agents.

      (1949 Rev., S. 5749; P.A. 77-614, S. 154, 610; P.A. 92-12, S. 14; P.A. 94-122, S. 92, 340.)

      History: P.A. 77-614 deleted requirement that advisory council on banking must authorize commissioner to establish rates, etc. by two-thirds vote of its members and required that commissioner's actions be in accordance with provisions of chapter 54, effective January 1, 1979; P.A. 92-12 redesignated Subdivs. and made a technical change; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-26 transferred to Sec. 36a-217 in 1995.

      Sec. 36a-218. (Formerly Sec. 36-31). Order to make good impairment of capital. Application for appointment of receiver. Whenever the commissioner has reason to believe that the capital of any capital stock Connecticut bank is impaired but the impairment is not sufficient to require other action for the protection of the public, the commissioner may notify such bank in writing to make good any impairment of capital within a time to be fixed by the commissioner. For purposes of this section, the capital of a bank is impaired if the equity capital of the bank is less than zero. At the end of such period, the commissioner shall make, or cause to be made, an examination of such bank, and, upon finding at any time thereafter an impairment of capital, the commissioner may deliver to such bank a written order to discontinue receiving moneys for deposit or for certificates of indebtedness and paying depositors, clients or other creditors. The commissioner may thereupon bring an action in the superior court for the judicial district of Hartford or the judicial district in which the main office of such bank is located for its dissolution and for the appointment of a receiver to take charge of its affairs. Such written order of the commissioner, until vacated by an order of the court, shall have the effect of a temporary injunction restraining such bank, its directors, officers and employees, from receiving moneys for deposit or for certificates of indebtedness and paying depositors, clients or other creditors. Nothing in this section shall require the commissioner to take any action for the restoration of any impairment of capital or for the appointment of a receiver if, in the commissioner's opinion, the remaining capital of any such bank is sufficient to protect the depositors, clients and other creditors thereof from loss.

      (1949 Rev., S. 5756; P.A. 78-280, S. 2, 127; P.A. 88-65, S. 16; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 93, 340; P.A. 95-220, S. 4-6; P.A. 96-271, S. 204, 254; P.A. 04-136, S. 11.)

      History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 88-65 narrowed the application of the section to exclude industrial banks; P.A. 94-122 allowed the commissioner to apply to the Hartford-New Britain superior court to appoint a receiver and made technical changes, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in the public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-31 transferred to Sec. 36a-218 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995; P.A. 96-271 provided that the capital of a bank is impaired "if the equity capital of the bank is less than zero" rather than "if the assets of the bank are not sufficient to equal the amount of its indebtedness added to any stated capital, as defined in subsection (w) of section 33-284", effective January 1, 1997; P.A. 04-136 inserted references to "clients", effective May 12, 2004.

      Annotation to former section 36-31:

      Cited. 115 C. 534.

      Sec. 36a-219. (Formerly Sec. 36-32). Restraining order. Appointment of conservator. (a) Whenever, in the opinion of the commissioner or the governing board, or in the case of a Connecticut credit union service organization the commissioner or the governing board, managers or general partners, it may be necessary to preserve assets or protect depositors, share account holders or clients, the commissioner may issue a temporary order restraining any Connecticut bank, out-of-state bank that maintains in this state a branch, as defined in section 36a-410, to the extent of its operations in this state, Connecticut credit union or out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b, to the extent of its operations in this state, or Connecticut credit union service organization from paying out any funds or receiving moneys for deposit, for certificates of indebtedness or for payment on accounts, or, in the case of a Connecticut bank, Connecticut credit union or Connecticut credit union service organization, appoint a conservator, until a hearing before the superior court of the judicial district of Hartford. The court may, upon application of the commissioner or upon application of the governing board of any such Connecticut bank, out-of-state bank, Connecticut credit union or out-of-state credit union, or the governing board, managers or general partners of any such Connecticut credit union service organization, issue an order restraining any such bank, credit union or credit union service organization from declaring or paying any dividends or from paying out any funds of such bank, credit union or credit union service organization for such time as the court deems necessary. Such order shall be in writing directed to such bank, credit union or credit union service organization and a copy of the order attested and hand-delivered by the commissioner to the president, chief executive officer, secretary, or treasurer of any such bank or credit union, or in the case of a Connecticut credit union service organization, to the president, chief executive officer, secretary, treasurer, a manager or general partner of any such credit union service organization, or in the case of an out-of-state bank, or out-of-state credit union, to its agent, shall be sufficient notice thereof. Before issuing such restraining order, the court shall cause reasonable notice to be given to such bank, credit union or credit union service organization. Notice to the president, chief executive officer, secretary, treasurer or agent of any such bank or credit union, an agent of any such out-of-state bank or out-of-state credit union, or president, chief executive officer, secretary, treasurer, manager or general partner of any such credit union service organization shall be notice to such bank, credit union or credit union service organization. Notice may be waived by any such president, chief executive officer, treasurer, secretary, manager, general partner or agent.

      (b) Before the governing board of any such Connecticut bank, out-of-state bank, Connecticut credit union or out-of-state credit union, or the governing board, managers or general partners of any such Connecticut credit union service organization applies to the court for such restraining order, notice shall be given in writing to the commissioner of its intention to so apply at least ten days before such application is made. If, in the opinion of the commissioner or such governing board, managers or general partners, such order should be revoked or modified, the court may, on application of the commissioner or such governing board, managers or general partners, revoke or modify the original order, and notice of such revocation or modification shall be given to the bank, credit union or credit union service organization affected thereby in the same manner as in the case of the original order.

      (1949 Rev., S. 5757; P.A. 78-121, S. 22, 113; P.A. 88-65, S. 17; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 94, 340; P.A. 95-155, S. 18, 29; 95-220, S. 4-6; P.A. 02-73, S. 10; P.A. 04-136, S. 12.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 narrowed the application of the section by deleting a reference to industrial banks; P.A. 94-122 allowed the commissioner to appoint a temporary conservator for a failing bank, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-32 transferred to Sec. 36a-219 in 1995; P.A. 95-155 added references to out-of-state banks and amended Subsec. (a) by restricting the appointment of conservators to Connecticut banks and by adding "secretary" re the order requirement and "agent" re the notice requirement, effective June 27, 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions, out-of-state credit unions maintaining a branch in this state and Connecticut credit union service organizations, and making technical and conforming changes; P.A. 04-136 amended Subsec. (a) to insert reference to "clients", effective May 12, 2004.

      Annotations to former section 36-32:

      Effect of restraining orders. 113 C. 671; 115 C. 324; Id., 371; 117 C. 278.

      Sec. 36a-220. (Formerly Sec. 36-34). Application for injunction, receiver or conservator in case of forfeited charter or certificate of authority, fraud, unsafe business practices, dissipation of assets, insolvency or termination of insurance of insurable accounts or deposits. (a) If it appears to the commissioner that (1) the charter of any Connecticut bank or out-of-state bank that maintains in this state a branch, as defined in section 36a-410, or the certificate of authority of any Connecticut credit union or out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b, is forfeited, (2) the public is in danger of being defrauded by such bank or credit union, it is unsafe or unsound for such bank or credit union to continue business or its assets are being dissipated, (3) such bank or credit union is insolvent, is in danger of imminent insolvency or that its capital is not adequate to support the level of risk, or (4) the Federal Deposit Insurance Corporation, National Credit Union Administration or their successor agencies have terminated insurance of the insurable accounts or deposits of such bank, unless such Connecticut bank has filed an application with the commissioner to convert to an uninsured bank pursuant to section 36a-139b, or credit union, the commissioner shall apply to the superior court for the judicial district of Hartford or the judicial district in which the main office of such bank or credit union is located for an injunction restraining such bank or credit union from conducting business or, in the case of a Connecticut bank or Connecticut credit union, for the appointment of a conservator or for a receiver to wind up its affairs.

      (b) The court may take one or more of the following actions: (1) Grant such injunction or appoint such receiver, or both, (2) appoint such conservator, or (3) in the case of a Connecticut bank or Connecticut credit union, declare the charter of such bank or certificate of authority of such credit union to be null and void after reasonable notice to such bank or credit union. Nothing in this section shall be construed as affecting any provision of sections 36a-218 and 36a-219.

      (1949 Rev., S. 5759; P.A. 78-280, S. 2, 127; P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 7, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 95, 340; P.A. 95-155, S. 19, 29; 95-220, S. 4-6; P.A. 02-47, S. 14; 02-73, S. 11; P.A. 04-136, S. 13.)

      History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 91-357 deleted obsolete language re judge of the superior court; P.A. 94-122 allowed the commissioner to apply to either the superior court in Hartford-New Britain or where a bank's main office is located for appointment of a permanent conservator and added as grounds for the appointment of a conservator or receiver a forfeited bank charter or terminated FDIC insurance, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-34 transferred to Sec. 36a-220 in 1995; P.A. 95-155 added references to certain out-of-state banks, restricted to Connecticut banks the applications for appointment of a conservator in Subsec. (a), restricted the null-and-void provision in Subsec. (b) to Connecticut banks, and made technical changes in Subsec. (a), effective June 27, 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995; P.A. 02-47 amended Subsec. (a)(4) by adding provision re Connecticut bank that has filed an application to convert to an uninsured bank; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions and out-of-state credit unions maintaining a branch in this state; P.A. 04-136 amended Subsec. (a)(3) to insert provision re bank or credit union in danger of imminent insolvency or having inadequate capital to support the level of risk, effective May 12, 2004.

      Annotation to former section 36-34:

      Cited. 115 C. 534.

      Sec. 36a-221. (Formerly Sec. 36-35). Appointment of receiver or conservator on petition of shareholders. A receiver or conservator for any capital stock Connecticut bank whose capital is impaired may be appointed by the superior court for the judicial district of Hartford or the judicial district in which the main office of such bank is located, on the petition of the holders of a majority of the shares of its capital stock, if the court finds that the interests of the shareholders so require.

      (1949 Rev., S. 5760; P.A. 78-280, S. 2, 127; P.A. 88-65, S. 19; 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 91-357, S. 8, 78; P.A. 93-142, S. 4, 7, 8; P.A. 94-122, S. 96, 340; P.A. 95-220, S. 4-6.)

      History: P.A. 78-280 substituted "judicial district" for "county"; P.A. 88-65 deleted a reference to industrial banks; P.A. 91-357 made technical changes; P.A. 94-122 authorized courts to appoint receivers and conservators for all capital stock Connecticut banks with impaired capital on the petition of a majority of stockholders and allowed such appointment to be made by the Hartford-New Britain superior court, effective January 1, 1995 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); Sec. 36-35 transferred to Sec. 36a-221 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.

      Annotations to former section 36-35:

      Appointment of receiver of national banking association by state court. 76 C. 252; 204 U.S. 1. National bank may be sued in state court even after appointment of receiver. 14 Wall. 383. Cited. 115 C. 534. Cited. 116 C. 629. See note to Sec. 33-383.

      Sec. 36a-221a. Duties of receivers of trust banks and uninsured banks. (a)(1) The receiver of a trust bank or uninsured bank shall, as soon after the receiver's appointment as is practicable, terminate all fiduciary positions the bank holds, surrender all property held by the bank as a fiduciary and settle the fiduciary accounts. With the approval of the Superior Court, the receiver of a trust bank or uninsured bank shall release all segregated and identifiable fiduciary property held by the bank to one or more successor fiduciaries, and may sell one or more fiduciary accounts to one or more successor fiduciaries on terms that appear to be in the best interest of the bank's estate and the persons interested in the property or fiduciary accounts.

      (2) Upon the sale or transfer of fiduciary property or a fiduciary account, the successor fiduciary shall be automatically substituted without further action and without any order of any court. Prior to the effective date of substitution of the successor fiduciary, the receiver shall mail notice of such substitution to each person to whom such bank provides periodic reports of fiduciary activity. The notice shall include: (A) The name of such bank, (B) the name of the successor fiduciary, and (C) the effective date of the substitution of the successor fiduciary. The provisions of section 45a-245a shall not apply to the substitution of a fiduciary under this section.

      (b) A successor fiduciary shall have all of the rights, powers, duties and obligations of such bank and shall be deemed to be named, nominated or appointed as fiduciary in any will, trust, court order or similar written document or instrument that names, nominates or appoints such bank as fiduciary, whether executed before or after the successor fiduciary is substituted, provided the successor fiduciary shall have no obligations or liabilities under this section for any acts, actions, inactions or events occurring prior to the effective date of the substitution.

      (c) If commingled fiduciary money held by the trust bank or uninsured bank as trustee is insufficient to satisfy all fiduciary claims to the commingled money, the receiver shall distribute such money pro rata to all fiduciary claimants of such money based on their proportionate interest.

      (d) For the purpose of this section, "successor fiduciary" has the meaning given to that term in section 45a-245a.

      (P.A. 04-136, S. 29.)

      History: P.A. 04-136 effective May 12, 2004.

      Sec. 36a-222. Appointment of receiver or conservator for Connecticut banks and credit unions. Requirements. Division within department for liquidating or administering banks or credit unions. Appointment of agent. Reports. Salaries, costs and expenses. Exclusive jurisdiction of Superior Court. Admissibility of records. (a) In all cases in which the appointment of a receiver or conservator for any Connecticut bank or Connecticut credit union is sought, if it is found that a receiver or conservator should be appointed, the Superior Court shall appoint as a receiver or conservator the commissioner or, if requested by the commissioner, the Federal Deposit Insurance Corporation or the National Credit Union Administration, or their successor agencies or, if such agencies cannot act as receiver or conservator, an independent receiver or conservator. If the commissioner, the Federal Deposit Insurance Corporation or the National Credit Union Administration, or their successor agencies, accepts the appointment as receiver or conservator, no bond shall be required to be posted. If an independent person accepts the appointment as receiver or conservator, the court shall require such person to post a suitable bond. The Superior Court may appoint the receiver or conservator on an ex parte basis upon a sufficient affidavit of the commissioner or the commissioner's authorized representative indicating reasonable likelihood that an unsafe or unsound condition exists which is likely to have an adverse effect upon depositors, share account holders, clients or creditors. If an independent receiver or conservator is appointed, the commissioner shall be a party to the receivership proceeding or conservatorship with standing to initiate or contest any motion, and the views of the commissioner shall be entitled to deference unless they are inconsistent with the plain meaning of sections 36a-215 to 36a-239, inclusive.

      (b) The commissioner may organize a separate division within the Department of Banking for liquidating or administering the affairs of the banks or credit unions for which the commissioner is acting as receiver or conservator, and the commissioner may appoint such employees and retain such consultants as the commissioner deems necessary for the liquidation or administration of the affairs of such banks or credit unions. The commissioner may appoint an agent, who shall be an employee of the Department of Banking and who, in the absence or incapacity of the commissioner and of the commissioner's deputy, shall have authority to act for or represent the commissioner in all matters pertaining to the duties of the commissioner as the receiver or conservator of any Connecticut bank or Connecticut credit union. Such agent may execute and sign for the commissioner as the receiver or conservator any documents, instruments or reports necessary in the administration of the receivership or conservatorship. All legal services required by the commissioner as receiver or conservator or the commissioner's deputy, agent or employees in connection with such receivership proceedings or the administration or reorganization of any such Connecticut bank or Connecticut credit union shall be performed by the Attorney General. The commissioner shall keep on file in the commissioner's office an executed copy of each report required to be filed by the commissioner as receiver or conservator with the clerk of the Superior Court and shall include a report of each bank or credit union for which the commissioner is acting as receiver or conservator in the commissioner's annual report to the Governor.

      (c) (1) If the commissioner is appointed receiver or conservator, any salaries and expenses incurred in the liquidation, reorganization or administration of the bank or credit union shall be paid out of the funds of the bank or credit union, subject to the approval of the Superior Court. The state shall be reimbursed for any costs or expenses incurred by the Department of Banking in the liquidation, reorganization or administration of the receivership or conservatorship, and the commissioner may collect from each such estate in receivership or conservatorship such costs and expenses as, in the commissioner's opinion, are fair and equitable. Any such costs or expenses so collected shall be deposited with the State Treasurer and shall be credited to the State Banking Fund. Any salaries and expenses for legal services provided by the Attorney General shall be paid out of the funds of the estate in receivership or conservatorship with the approval of the court. Such salaries and expenses shall be allocated by the commissioner as nearly as possible to the estate in receivership or conservatorship for which the services were rendered, and the funds in payment of the same shall be deposited with the State Treasurer and shall be credited to the appropriation for the Attorney General.

      (2) If an independent person is appointed receiver or conservator, the cost and expenses incurred in the liquidation, reorganization or administration of the bank or credit union, including any funds paid by the commissioner to the receiver or conservator before the bank or credit union was placed in receivership or conservatorship, shall be paid out of the funds of the bank or credit union, subject to the approval of the court.

      (d) Upon the appointment of a receiver pursuant to subsection (a) of this section, possession of and title to all assets, business and property of the Connecticut bank or Connecticut credit union shall pass to and vest in the receiver without the execution of any instruments of conveyance, assignment, transfer or endorsement.

      (e) (1) Except as otherwise provided by this subdivision, the superior court in which a receivership proceeding against a Connecticut bank or Connecticut credit union is pending has exclusive jurisdiction to hear and determine all actions or proceedings instituted by or against the bank, credit union or receiver after the receivership proceeding begins. The receiver may file in any jurisdiction an ancillary suit to obtain jurisdiction or venue over a person or property.

      (2) A record of a Connecticut bank or Connecticut credit union obtained by the receiver and held in the course of the receivership proceeding or a certified copy of the record under the official seal of the receiver is admissible as evidence in all cases without proof of correctness or other proof, except the certificate of the receiver that the record was received from the custody of the bank or credit union or found among its effects. The receiver may certify the correctness of such record and a record of the receiver's office, and may certify any fact contained in the record. The record is admissible as evidence in all cases in which the original would be evidence. The original record or a certified copy of the record is prima facie evidence of the facts it contains.

      (f) (1) A judgment or order of a court of this state or of another jurisdiction in an action pending by or against a Connecticut bank or Connecticut credit union, rendered after the date such bank or credit union was placed in receivership, is not binding on the receiver unless the receiver was made a party to the suit.

      (2) Before the first anniversary of the date the Connecticut bank or Connecticut credit union was placed in receivership, the receiver may not be required to plead to any suit pending against such bank or credit union in a court in this state on the date such bank or credit union was placed in receivership and in which the receiver is a proper plaintiff or defendant.

      (P.A. 94-122, S. 97, 340; P.A. 02-73, S. 12; P.A. 04-136, S. 14; P.A. 05-288, S. 199.)

      History: P.A. 94-122 effective January 1, 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions; P.A. 04-136 replaced former Subsecs. (a) and (b) with new Subsec. (a) re appointment of a receiver or conservator for any Connecticut bank or Connecticut credit union and requirements re such appointment, new Subsec. (b) authorizing commissioner to organize separate division within department for liquidating or administering affairs of banks or credit unions for which commissioner is acting as receiver or conservator, re appointment and powers of agent, and concerning reports, new Subsec. (c) requiring salaries and expenses incurred in liquidation, reorganization or administration of bank or credit union to be paid out of funds of bank or credit union, subject to court approval, and re reimbursement of state for any costs or expenses incurred by department concerning receivership or conservatorship, new Subsec. (d) requiring possession of and title to all assets, business and property of bank or credit union to pass to and vest in receiver without execution of any instruments upon appointment of a receiver, new Subsec. (e) re exclusive jurisdiction of Superior Court and admissibility of records, and new Subsec. (f) re judgments or orders of court, effective May 12, 2004; P.A. 05-288 made technical changes in Subsec. (c)(2), effective July 13, 2005.

      Sec. 36a-223. (Formerly Sec. 36-36). Duties of conservators and receivers for Connecticut banks and credit unions. Powers. (a) The duty of the conservator shall be to carry on the business of the Connecticut bank or Connecticut credit union, to preserve and conserve the assets and property of the bank or credit union, and to put such bank or credit union in a safe and sound condition.

      (b) The duty of the receiver shall be to place the Connecticut bank or Connecticut credit union in liquidation and proceed to realize upon the assets of such bank or credit union, having due regard for the conditions of credit in the locality of such bank or credit union.

      (c) A receiver or conservator appointed pursuant to subsection (a) of section 36a-222 shall have the following powers: (1) To take possession of the books, records and assets of every description of the Connecticut bank or Connecticut credit union and collect all debts due and claims belonging to it; (2) to sue and defend all rights and claims involving the bank or credit union; (3) to exercise any and all fiduciary functions of the bank or credit union as of the date of the commencement of the receivership or conservatorship; (4) to borrow such sums of money as may be necessary or desirable in the performance of the duties of the receiver or conservator, and in connection therewith, to secure such borrowings by the pledge, hypothecation or mortgage of the assets of the bank or credit union; (5) subject to the approval of the appointing court, unless such approval is not required under subsection (d) of this section, to sell or otherwise dispose of any and all real and personal property of the bank or credit union; sell, assign, compromise, or otherwise dispose of all bad or doubtful debts; and compromise all doubtful claims for or against the bank or credit union; (6) to exercise all of the power and authority of the corporators, shareholders, directors, trustees, officers, depositors, share account holders and clients of such bank or credit union in carrying out the duty of the receiver or conservator; (7) to exercise such other powers and duties as may be reasonably necessary or desirable to effectively and efficiently perform the functions of receiver or conservator in accordance with federal and state banking and credit union laws and regulations.

      (d) Notwithstanding the provisions of subsection (c) of this section, in all cases in which the commissioner is appointed receiver or conservator, the commissioner, without the approval of the appointing court, may, upon such terms as the commissioner deems in the best interest of the Connecticut bank or Connecticut credit union: (1) Sell, assign, compromise or otherwise dispose of any bad or doubtful debt held by the bank or credit union, the value of which does not exceed fifty thousand dollars; (2) compromise any claim, other than a deposit claim, against the bank or credit union when the amount proposed to be paid in compromise does not exceed fifty thousand dollars, provided no claim in favor of the bank or credit union against any director, trustee or other officer for breach or neglect of official duty shall be compromised without the approval of the court; and (3) sell or otherwise dispose of any personal property of the bank or credit union the value of which does not exceed fifty thousand dollars. For purposes of this subsection, the value of any bad or doubtful debt shall be its current value, as determined by the commissioner in good faith, and the value of any personal property shall be (A) in the case of any single class of a security or any commodity, or other property or claim that has a readily ascertainable market value, such market value, and (B) in any other case, its current value as determined by the commissioner in good faith.

      (1949 Rev., S. 5761; P.A. 76-2, S. 1, 5; P.A. 77-614, S. 161, 610; P.A. 78-121, S. 24, 113; P.A. 80-482, S. 244, 345, 348; P.A. 87-9, S. 2, 3; P.A. 88-65, S. 20; P.A. 91-357, S. 9, 78; P.A. 94-122, S. 98, 340; P.A. 02-73, S. 13; P.A. 03-153, S. 1; P.A. 04-136, S. 15.)

      History: P.A. 76-2 added provisions re appointment of FDIC or FSLIC as receiver, made appointment of employee of commissioner's office as agent in receivership or liquidation proceedings optional rather than mandatory and allowed appointment of other appropriate person as agent, substituted state banking fund for "appropriation for the bank commissioner", specified that FDIC and FSLIC need not post bond and added Subsecs. (b) and (c) re receiver's powers and duties; P.A. 77-614 replaced bank commissioner with banking commissioner and made banking department a division within the department of business regulation, effective January 1, 1979; P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 80-482 restored banking division as independent department and abolished the department of business regulation; (Revisor's note: Pursuant to P.A. 87-9 banking commissioner and department were changed to commissioner and department of banking); P.A. 88-65 deleted references to industrial banks; P.A. 91-357 deleted references to the Federal Savings and Loan Insurance Corporation from Subsec. (a), added references to the Resolution Trust Corporation to Subsec. (a) and deleted obsolete language re judge of the superior court from Subsec. (a); P.A. 94-122 made technical procedural changes to reflect the authorization of conservatorships, effective January 1, 1995; Sec. 36-36 transferred to Sec. 36a-223 in 1995; P.A. 02-73 amended Subsecs. (a), (b) and (c) by adding provisions making section applicable to Connecticut credit unions and share account holders, replacing references to the Resolution Trust Corporation with references to the National Credit Union Administration and making conforming changes; P.A. 03-153 amended Subsec. (a) by rephrasing provisions re appointment of commissioner, Federal Deposit Insurance Corporation and National Credit Union Administration as receiver or conservator and providing for appointment of another competent person if extraordinary circumstances exist, amended Subsec. (c)(5) by providing exception when approval not required under Subsec. (d) and giving receiver or conservator power to sell, assign or otherwise dispose of bad or doubtful debts and to compromise all doubtful claims for or against bank or credit union, and added Subsec. (d) re powers of commissioner, as receiver or conservator, which are not subject to approval of appointing court, effective June 26, 2003; P.A. 04-136 replaced former Subsecs. (a) and (b) with new Subsecs. (a) and (b) specifying the duties of the conservator and the receiver of a Connecticut bank or Connecticut credit union, amended Subsec. (c) to insert reference to "clients" in Subdiv. (6) and to replace "subsection (a) of this section" with "subsection (a) of section 36a-222", and amended Subsec. (d) to make a technical change, effective May 12, 2004.

      Annotation to former section 36-36:

      Former provision relating to special assistants to attorney general construed. 133 C. 334.

      Sec. 36a-224. (Formerly Sec. 36-37). Refinancing or reorganization of Connecticut banks and credit unions in receivership. Upon recommendation of the receiver and with the approval of the court having jurisdiction, any Connecticut bank or Connecticut credit union placed in receivership may be reopened and may resume business and such receiver, upon the application of any depositor, shareholder, share account holder, client or creditor thereof, shall present to the court having jurisdiction, for the court's approval, any plan of refinancing or reorganization which has been submitted to the receiver by such depositor, share account holder, client, shareholder or creditor. Any authorized committee of shareholders, share account holders, depositors or clients may, with the approval of the superior court having jurisdiction, examine the records of such bank or credit union for which they appear, in the possession of the receiver, for the purpose of preparing a plan of refinancing or reorganization of such bank or credit union. After submitting such proposed plan to the court having jurisdiction, the receiver shall be subject to such orders as are made by the court respecting such plan.

      (1949 Rev., S. 5762; P.A. 78-121, S. 25, 113; P.A. 88-65, S. 21; P.A. 91-357, S. 10, 78; P.A. 94-122, S. 99, 340; P.A. 02-73, S. 14; P.A. 04-136, S. 16.)

      History: P.A. 78-121 removed building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 91-357 deleted obsolete language re judge of the superior court; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-37 transferred to Sec. 36a-224 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions and share account holders; P.A. 04-136 inserted references to "client" or "clients", eliminated reference to commissioner as the receiver and substituted "receiver" for "commissioner", effective May 12, 2004.

      Sec. 36a-225. (Formerly Sec. 36-38). Limitation of time for presenting claims to receiver. Receiver to publish notice in newspaper and mail individual notice to depositors, clients, creditors and safe deposit box holders. (a) The Superior Court, upon appointing a receiver of any Connecticut bank, other than a trust bank or an uninsured bank, or Connecticut credit union, shall limit the time within which all claims against the bank or credit union may be presented to the receiver, and the court may, upon cause shown, extend such time and shall cause such public notice of such limitation or extension of time to be given as it deems reasonable and just. All claims not presented to the receiver within the period limited shall be forever barred, except that any claim for a deposit or share account, as shown by the depositor's or share account holder's passbook, certificate of deposit, statement or other evidence of deposit or the records of such bank or credit union, shall be allowed by the receiver.

      (b) (1) As soon as reasonably practicable after appointment of a receiver of a trust bank or an uninsured bank, the receiver shall publish notice, in a newspaper of general circulation in each town in which an office of such bank is located, stating that: (A) The bank has been placed in receivership; (B) the depositors, clients and creditors are required to present their claims for payment on or before a specific date and at a specified place; and (C) all safe deposit box holders and bailors of property left with the bank are required to remove their property no later than a specified date. The dates that the receiver selects may not be earlier than the one hundred twenty-first day after the date of the notice, and shall allow: (i) The affairs of the bank to be wound up as quickly as feasible; and (ii) depositors, clients, creditors, safe deposit box holders and bailors of property adequate time for presentation of claims, withdrawal of accounts, and redemption of property. The receiver may adjust the dates with the approval of the court and with or without republication of notice if the receiver determines that additional time is needed for any such presentation, withdrawal or redemption.

      (2) As soon as reasonably practicable, given the state of the bank's records and the adequacy of staffing, the receiver shall mail to each of the bank's known depositors, clients, creditors, safe deposit box holders and bailors of property left with the bank, at the mailing address shown on the bank's records, an individual notice containing the information required in the notice provided in subdivision (1) of this subsection, and specific information pertinent to the account or property of the addressee. The receiver of a trust bank or uninsured bank may require a fiduciary claimant to file a proof of claim if the records of such bank are insufficient to identify the claimant's interest.

      (1949 Rev., S. 5763; P.A. 78-121, S. 26, 113; P.A. 88-65, S. 22; P.A. 94-122, S. 100, 340; P.A. 02-73, S. 15; P.A. 04-136, S. 17.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-38 transferred to Sec. 36a-225 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions, share accounts and share account holders; P.A. 04-136 designated existing provisions as Subsec. (a) and amended same by inserting "other than a trust bank or an uninsured bank", and added Subsec. (b) specifying requirements re publication of notice by receiver in newspaper of general circulation in each town in which an office of the trust bank or uninsured bank is located and mailing of individual notice by receiver to each of the bank's known depositors, clients, creditors, safe deposit box holders and bailors of property left with the bank, effective May 12, 2004.

      Sec. 36a-226. (Formerly Sec. 36-39). Duties of receiver re inventory and appraisal of assets of Connecticut banks and credit unions in receivership. Conversion of assets. Deposit of money. The receiver shall, as soon after the receiver's appointment as is practicable, make and return to the court an inventory and appraisal of the assets of the Connecticut bank or Connecticut credit union or estate in receivership, verified by oath according to the receiver's best knowledge, information and belief, and shall, from time to time thereafter, make and return such additional or supplementary inventories and valuations, and render such reports of the receiver's actions and statements of accounts, as are necessary for the information of the court or as are required by the order of the court. The receiver shall hold all the assets which come into the receiver's possession as such receiver, subject to the order of the court, and shall convert such assets into money with all reasonable dispatch. The receiver shall deposit money collected on behalf of such bank or credit union in a bank, a Connecticut credit union, a federal credit union, an out-of-state bank that maintains in this state a branch, as defined in section 36a-410, or an out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b. In cases of doubt or difficulty, the receiver may, upon written application, ask the advice of the court as to the manner in which the receiver shall execute the receiver's trust. The court may, from time to time, on its own motion, or on complaint of any interested party, make all necessary and proper orders as to the proceedings and actions of the receiver.

      (1949 Rev., S. 5764; P.A. 94-122, S. 101, 340; P.A. 02-73, S. 16; P.A. 03-153, S. 2; P.A. 04-136, S. 18; P.A. 05-288, S. 200.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-39 transferred to Sec. 36a-226 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions; P.A. 03-153 substituted "in accordance with section 36a-223" for provisions re sale, disposition and conveyance of assets and compromising of claims, effective June 26, 2003; P.A. 04-136 deleted "in accordance with section 36a-223" and required receiver to deposit money collected on behalf of bank or credit union in a bank, Connecticut credit union, federal credit union, out-of-state bank that maintains a branch in this state or out-of-state credit union that maintains a branch in this state, effective May 12, 2004; P.A. 05-288 made technical changes, effective July 13, 2005.

      Annotation to former section 36-39:

      Court may authorize receiver to borrow from Reconstruction Finance Corporation to pay dividend to savings depositors. 115 C. 530. See note to Sec. 33-383.

      Sec. 36a-226a. Termination of contracts for bailment, deposit for hire or lease of safes, vaults or safe deposit boxes. Duties of receiver when property not removed. (a) A contract between a trust bank or uninsured bank in receivership and another person for bailment, of deposit for hire, or for the lease of a safe, vault or safe deposit box terminates on the date specified for removal of property in the notices that were published and mailed in accordance with section 36a-225 or a later date approved by the receiver or the Superior Court. A person who has paid rental or storage charges for a period extending beyond the date designated for removal of property has a claim against such bank's estate for a refund of the unearned amount paid.

      (b) If the property is not removed by the date the contract terminates, the receiver shall inventory the property. In making the inventory, the receiver may open a safe, vault or safe deposit box, or any package, parcel, or receptacle in the custody or possession of the receiver. The property shall be marked to identify, to the extent possible, its owner or the person who left it with the bank. After all property belonging to others that is in the receiver's custody and control has been inventoried, the receiver shall compile a list that is divided for each office of the bank that received property that remains unclaimed. The receiver shall publish, in a newspaper of general circulation in each town in which the bank had an office that received property that remains unclaimed, the list and the names of the owners of the property as shown in the bank's records. The published notice shall specify a procedure for claiming the property unless the court, on application of the receiver, approves an alternate procedure.

      (P.A. 04-136, S. 28.)

      History: P.A. 04-136 effective May 12, 2004.

      Sec. 36a-227. (Formerly Sec. 36-40). Dissolution of attachments and levies. Posting of notice of injunction or appointment of receiver. (a) All attachments of, or against, the estate of any Connecticut bank or Connecticut credit union, made within sixty days of the date of filing of any complaint seeking the appointment of a receiver pursuant to sections 36a-215 to 36a-239, inclusive, and all levies of execution upon the estate thereof not completed within such time period, except such levies made in pursuance of attachments which are not hereby invalidated, shall be dissolved, upon the appointment of a receiver.

      (b) Immediately after the granting of an injunction or appointment of a receiver pursuant to sections 36a-215 to 36a-239, inclusive, the commissioner shall place a notice of such injunction or appointment at the main entrance of the bank or credit union and thereafter no judgment lien, attachment lien or any voluntary lien shall attach to any asset of such bank or credit union. No director, officer, member of senior management, as defined in section 36a-435b, or agent of such bank or credit union shall thereafter have the authority to act on behalf of such bank or credit union or to convey, transfer, assign, pledge, mortgage or encumber any assets of such bank or credit union. Any attempt by any director, officer, member of senior management or agent of such bank or credit union to convey, transfer, assign, pledge, mortgage or encumber any asset of such bank or credit union or to create any lien on such bank or credit union or to prefer any depositor, share account holder, client or creditor of such bank or credit union after the posting of such notice or in contemplation thereof shall be void. A correspondent bank of a bank or credit union in receivership may not pay an item drawn on the account of such bank or credit union that is presented for payment after the correspondent has received actual notice of the granting of the injunction or appointment of the receiver unless it previously certified the item for payment.

      (1949 Rev., S. 5765; P.A. 76-2, S. 2, 5; P.A. 77-614, S. 161, 587, 610; P.A. 78-121, S. 27, 113; 78-303, S. 85, 136; P.A. 87-9, S. 2, 3; P.A. 88-65, S. 23; P.A. 94-122, S. 102, 340; P.A. 02-73, S. 17; P.A. 04-136, S. 19.)

      History: P.A. 76-2 included savings banks in Subsec. (a) and added Subsec. (b) re notice of injunction or appointment and effect of notice; P.A. 77-614 and P.A. 78-303 replaced bank commissioner with banking commissioner, effective January 1, 1979; P.A. 78-121 removed private bankers and building associations from purview of section; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 88-65 deleted references to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-40 transferred to Sec. 36a-227 in 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions, members of senior management and share account holders; P.A. 04-136 amended Subsecs. (a) and (b) to incorporate references to Secs. 36a-221a, 36a-226a and 36a-237f to 36a-237h, inclusive, and inserted in Subsec. (b) reference to "client" and provision prohibiting correspondent bank of a bank or credit union in receivership from paying item drawn on the account of such bank or credit union that is presented for payment after correspondent has received actual notice of granting of injunction or appointment of receiver unless it previously certified the item for payment, effective May 12, 2004.

      Sec. 36a-228. (Formerly Sec. 36-40a). Termination of executory contracts for services or advertising to which Connecticut banks and credit unions are a party. Validity of agreements that diminish interest of the estate in banks' and credit unions' assets. (a) Within six months after the appointment of a receiver pursuant to section 36a-222, the commissioner or the receiver may terminate any executory contract for services or advertising to which the Connecticut bank or Connecticut credit union is a party or any obligation of the bank or credit union as a lessee. A lessor who receives sixty days' notice of the election to terminate a lease shall have no claim for rent other than rent accrued to the date of termination or for damages for such termination.

      (b) An agreement that tends to diminish or defeat the interest of the estate in a Connecticut bank or Connecticut credit union asset is not valid against the receiver unless the agreement: (1) Is in writing; (2) was executed by the Connecticut bank or Connecticut credit union and any person claiming an adverse interest under the agreement, including the obligor, when the Connecticut bank or Connecticut credit union acquired the asset; (3) was approved by the governing board of the Connecticut bank or Connecticut credit union or its designated committee, and the approval is reflected in the minutes of the board or committee; and (4) has been continuously since its execution an official record of the Connecticut bank or Connecticut credit union.

      (P.A. 76-2, S. 3, 5; P.A. 77-614, S. 161, 610; P.A. 87-9, S. 2, 3; P.A. 94-122, S. 103, 340; P.A. 02-73, S. 18; P.A. 04-136, S. 20.)

      History: P.A. 77-614 replaced bank commissioner with banking commissioner, effective January 1, 1979; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-40a transferred to Sec. 36a-228 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions; P.A. 04-136 designated existing provisions as Subsec. (a), replacing "36a-223" with "36a-222" therein, and added Subsec. (b) providing that an agreement that tends to diminish or defeat the interest of the estate in a Connecticut bank or Connecticut credit union asset is not valid against the receiver unless the agreement satisfies the requirements in Subdivs. (1) to (4), inclusive, effective May 12, 2004.

      Sec. 36a-229. (Formerly Sec. 36-41). Immediate delivery of records and other property to receivers and conservators of Connecticut banks and credit unions. Copies. Penalty for neglect or refusal to deliver records and other property. (a) Each affiliate, officer, director, employee, shareholder, trustee, agent, attorney, attorney-in-fact or correspondent of a Connecticut bank or Connecticut credit union shall immediately deliver to the receiver or conservator of such bank or credit union, without cost to the receiver or conservator, any record or other property of the bank or credit union or that relates to the business of the bank or credit union.

      (b) If by contract or otherwise a record or other property that can be copied is the property of a person specified in subsection (a) of this section, it shall be copied and the copy shall be delivered to the receiver or conservator. The owner shall retain the original until notification by the receiver or conservator that it is no longer required in the administration of the bank's or credit union's affairs or until such other time as the Superior Court, after notice and hearing, directs.

      (c) Any person who wilfully neglects or refuses to deliver to the receiver or conservator of any Connecticut bank or Connecticut credit union, on demand, any record or other property belonging to such receivership or conservatorship, in the possession or under the control of such person, shall be fined not more than ten thousand dollars or imprisoned not more than three years or both.

      (1949 Rev., S. 5766; P.A. 78-121, S. 28, 113; P.A. 88-65, S. 24; P.A. 94-122, S. 104, 340; P.A. 02-73, S. 19; P.A. 04-136, S. 21.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 94-122 made the penalties for failure to cooperate with a receiver apply to conservators, effective January 1, 1995; Sec. 36-41 transferred to Sec. 36a-229 in 1995; P.A. 02-73 added "or Connecticut credit union"; P.A. 04-136 added new Subsec. (a) requiring immediate delivery of records or other property of the bank or credit union to the receiver or conservator of such bank or credit union, and new Subsec. (b) re copying of records or other property, delivery of the copy to the receiver or conservator and retention of the originals, and designated existing provisions as Subsec. (c), amending same to substitute reference to record or other property for reference to books, papers or evidences of title or debt or property, effective May 12, 2004.

      Sec. 36a-230. (Formerly Sec. 36-43). Claims not barred by statute of limitations against receiver. No claim in favor of a Connecticut bank or Connecticut credit union in receivership, not barred by the statute of limitations at the time of serving the application on the bank or credit union for the appointment of a receiver, shall be barred against the receiver in any suit for the recovery of such claim, brought by the receiver either in the receiver's name or in the name of such bank or credit union.

      (1949 Rev., S. 5768; P.A. 78-121, S. 29, 113; P.A. 94-122, S. 105, 340; P.A. 02-73, S. 20; P.A. 04-136, S. 22.)

      History: P.A. 78-121 removed building associations from purview of section; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-43 transferred to Sec. 36a-230 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions; P.A. 04-136 substituted "application" for "citation", effective May 12, 2004.

      Annotation to former section 36-43:

      Service of citation for appointment of receiver stops running of statute of limitations. 89 C. 482.

      Sec. 36a-231. (Formerly Sec. 36-44). Reports to be filed with Superior Court and commissioner. Payment of administrative expenses. Quarterly report. Objections. Audit of books and records of receivers of Connecticut banks and credit unions. Duties of receiver re audit. (a)(1) The receiver or conservator of a Connecticut bank or Connecticut credit union shall file with the Superior Court and the commissioner: (A) A quarterly report (i) listing the names and addresses of all creditors, clients, depositors and share account holders of such bank or credit union, and the amounts respectively due them, and the assets on hand and their location and estimated value, and (ii) showing the operation, receipts, expenditures of such assets and general condition of such bank or credit union; and (B) a final report regarding such liquidated bank or credit union showing all receipts and expenditures and giving a full explanation and a statement of the disposition of all assets and liabilities of such bank or credit union.

      (2) The receiver shall pay all administrative expenses out of money or other assets of such bank or credit union. Each quarter the receiver shall submit to the court an itemized report of such expenses. The court shall approve the report unless an objection is filed before the eleventh day after the date it is submitted. An objection may be made only by a party in interest and shall specify each item objected to and the ground for the objection. The court shall set the objection for hearing and notify the parties of this action. The objecting party has the burden of proof to show that the item objected to is improper, unnecessary or excessive.

      (3) The court may prescribe whether the notice of the receiver's report is to be given by service on specific parties, by publication or by a combination of those methods.

      (b) The Superior Court may order an audit of the books and records of the receiver of a Connecticut bank or Connecticut credit union that relate to the receivership or conservatorship. A report of an audit ordered under this subsection shall be filed with the court and the commissioner. The receiver shall make the books and records relating to the receivership or conservatorship available to the auditor as required by the court order. The receiver shall pay the expenses of an audit ordered under this section as an administrative expense.

      (1949 Rev., S. 5769; P.A. 78-121, S. 30, 113; 78-280, S. 2, 127; P.A. 88-65, S. 25; P.A. 92-12, S. 20; P.A. 94-122, S. 106, 340; P.A. 02-73, S. 21; P.A. 04-136, S. 23.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 78-280 substituted "judicial district" for "county"; P.A. 88-65 deleted a reference to industrial banks; P.A. 92-12 redesignated Subdivs. and made a technical change; P.A. 94-122 included conservators in the filing and procedural provisions applicable to receivers and added Subsec. (b) re the court clerk's retention of reports and orders relating to receiverships and conservatorships, effective January 1, 1995; Sec. 36-44 transferred to Sec. 36a-231 in 1995; P.A. 02-73 amended Subsec. (a) by adding "or Connecticut credit union"; P.A. 04-136 replaced former Subsecs. (a) and (b) with new Subsec. (a) requiring receiver or conservator of a bank or credit union to file with Superior Court and the commissioner a quarterly report and a final report re liquidated bank or credit union, requiring receiver to pay all administrative expenses out of money or other assets of such bank or credit union and to submit itemized report of such expenses each quarter to the court, requiring court to approve report unless an objection is filed, and specifying procedures for making an objection which include notice and hearing, and new Subsec. (b) authorizing Superior Court to order an audit of books and records of the receiver relative to the receivership or conservatorship and specifying duties of the receiver re availability of books and records and payment of expenses of an audit, effective May 12, 2004.

      Sec. 36a-232. (Formerly Sec. 36-46). Creditor's application for order to receiver. Any creditor of the receivership may apply in writing to the superior court having jurisdiction, for any order to the receiver concerning the receivership, upon giving notice, by service of a copy on the receiver, at least ten days before the time of hearing, subject to the payment of costs if the court finds the application to be unreasonable. The court shall make such order, after hearing, as the court deems appropriate.

      (1949 Rev., S. 5771; P.A. 91-357, S. 11, 78; P.A. 94-122, S. 107, 340.)

      History: P.A. 91-357 deleted obsolete language re judge of the superior court; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-46 transferred to Sec. 36a-232 in 1995.

      Sec. 36a-233. (Formerly Sec. 36-47). Funds and property not subject to foreign attachment. No part of the funds or property in the possession of a receiver of any Connecticut bank or Connecticut credit union is subject to process of foreign attachment.

      (1949 Rev., S. 5772; P.A. 78-121, S. 31, 113; P.A. 88-65, S. 26; P.A. 94-122, S. 108, 340; P.A. 02-73, S. 22.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-47 transferred to Sec. 36a-233 in 1995; P.A. 02-73 added "or Connecticut credit union".

      Sec. 36a-234. (Formerly Sec. 36-48). Dissolution of injunction against receiver. In any action against the receiver of any Connecticut bank or Connecticut credit union in which an injunction is granted restraining the receiver from disposing of any of the estate, the receiver shall apply for the dissolution of such injunction within thirty days after the writ or order of injunction is served. The hearing on any such application has precedence over all other causes in respect to the order of trial.

      (1949 Rev., S. 5773; P.A. 78-121, S. 32, 113; P.A. 88-65, S. 27; P.A. 94-122, S. 109, 340; P.A. 02-73, S. 23; P.A. 04-136, S. 24.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-48 transferred to Sec. 36a-234 in 1995; P.A. 02-73 added "or Connecticut credit union"; P.A. 04-136 deleted reference to "trust", effective May 12, 2004.

      Sec. 36a-235. (Formerly Sec. 36-49). Conditions under which transfers of or liens on property or assets of Connecticut banks and credit unions in receivership are voidable. Personal liability of persons who implemented or benefited from voidable transfers or liens. Issuance or levy of execution before final judgment prohibited. (a)(1) A transfer of or lien on the property or assets of a Connecticut bank or Connecticut credit union in receivership is voidable by the receiver if the transfer or lien: (A) Was made or created: (i) Four months before the date such bank or credit union is placed in receivership, or (ii) one year before the date such bank or credit union is placed in receivership if the receiving creditor was at the time an affiliate, officer, director or principal shareholder of such bank or credit union; (B) was made or created with the intent of giving to a creditor or depositor, or enabling a creditor or depositor to obtain, a greater percentage of the claimant's debt than is given or obtained by another claimant of the same class; and (C) is accepted by a creditor or depositor having reasonable cause to believe that a preference will occur.

      (2) Each Connecticut bank or Connecticut credit union officer, director, manager, shareholder, trustee, agent, employee, attorney-in-fact or correspondent, or other person acting on behalf of such bank or credit union, who has participated in implementing a voidable transfer or lien, and each person receiving property or the benefit of property of such bank or credit union as a result of the voidable transfer or lien, is personally liable for the property or benefit received and shall account to the receiver for the benefit of the clients, depositors and creditors of such bank or credit union.

      (3) The receiver may avoid a transfer of or lien on the property or assets of a Connecticut bank or Connecticut credit union that a client, creditor, depositor or shareholder of such bank or credit union could have avoided and may recover the property transferred or its value from the person to whom it was transferred, or from a person who has received it unless the transferee or recipient was a bona fide holder for value before the date such bank or credit union was placed in receivership.

      (b) No execution shall be issued or levied against any Connecticut bank or Connecticut credit union, or its property, before final judgment, including the exhaustion of all appeals, in any proceeding brought against such bank or credit union in any court in this or any other state.

      (1949 Rev., S. 5774; P.A. 78-121, S. 33, 113; P.A. 88-65, S. 28; P.A. 91-189, S. 12, 13; P.A. 94-122, S. 110, 340; P.A. 02-73, S. 24; P.A. 04-136, S. 25.)

      History: P.A. 78-121 removed private bankers and building associations from purview of section; P.A. 88-65 deleted a reference to industrial banks; P.A. 91-189 designated existing section as Subsec. (a) and added Subsec. (b) prohibiting issuance or levy of execution before final judgment; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-49 transferred to Sec. 36a-235 in 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions; P.A. 04-136 replaced former Subsec. (a) with new Subsec. (a) specifying conditions under which transfers of or liens on the property or assets of a Connecticut bank or credit union in receivership are voidable, providing for personal liability of a person who participated in implementing a voidable transfer or lien and each person receiving property or the benefit of property of such bank or credit union as a result of the voidable transfer or lien, and allowing receiver to avoid a transfer of or lien on the property or assets of a bank or credit union that a client, creditor, depositor or shareholder could have avoided and recover the property transferred or its value unless the transferee or recipient was a bona fide holder for value before the date such bank or credit union was placed in receivership, effective May 12, 2004.

      Annotation to former section 36-49:

      Intent to give a preference to a favored depositor will be inferred under certain circumstances. 116 C. 335.

      Sec. 36a-236. (Formerly Sec. 36-50). Final distribution of receivership accounts. Within sixty days after all the assets of the receivership have been converted into money, the receiver shall apply to the superior court having jurisdiction for an order for the final disposition of the money on hand. The court shall fix a time and place of hearing on such application and order notice thereof by publication in such manner as the court deems reasonable. At such hearing the court shall examine the accounts of the receiver and, on finding the accounts correct and lawful, shall ascertain the balance on hand and direct the distribution of such balance according to law. The court shall prescribe the place of payment and the time within which the payment may be called for. After the expiration of such time such property not called for shall be presumed abandoned and shall be disposed of according to the provisions of part III of chapter 32.

      (1949 Rev., S. 5775; 1953, S. 2646d; 1961, P.A. 540, S. 24; P.A. 91-357, S. 12, 78; P.A. 94-122, S. 111, 340.)

      History: 1961 escheats act (part III, ch. 32) amended this section for conformity. Effective January 1, 1962; P.A. 91-357 deleted obsolete language re judge of the superior court; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-50 transferred to Sec. 36a-236 in 1995.

      Annotations to former section 36-50:

      Stockholders entitled to fund formed by setting apart poor assets charged off on reduction of capital stock. 78 C. 75. Sureties on bond of defaulting treasurer not entitled to recover back any part of money paid on bond. 81 C. 261.

      Sec. 36a-237. (Formerly Sec. 36-51). Distribution of assets of any Connecticut bank, trust bank or uninsured bank. Order of priority. Distribution of assets of a Connecticut credit union in event of liquidation. Sequence of distribution. (a) The assets of any Connecticut bank, other than a trust bank or uninsured bank, in the possession of a receiver shall be distributed in the following order of priority: (1) All fees and assessments due the commissioner; (2) the charges and expenses of settling such bank's affairs; (3) all deposits; (4) all other liabilities; (5) any liquidation account; and (6) in the case of a capital stock Connecticut bank, the claims of shareholders or, in the case of a mutual savings bank or mutual savings and loan association, the claims of depositors in proportion to their respective deposits.

      (b) (1) The assets of a trust bank or an uninsured bank shall be distributed in the following order of priority: (A) All fees and assessments due the commissioner; (B) administrative expenses; (C) approved claims of owners of secured trust funds on deposit to the extent of the value of the security as provided in subsection (d) of section 36a-237f; (D) approved claims of secured creditors to the extent of the value of the security as provided in subsection (d) of section 36a-237f; (E) approved claims by beneficiaries of insufficient commingled fiduciary money or missing fiduciary property and approved claims of clients of the trust bank or uninsured bank; (F) other approved claims of depositors and general creditors not falling within a higher priority under this subdivision, including unsecured claims for taxes and debts due the federal government or a state or local government; (G) approved claims of a type described by subparagraphs (A) to (F), inclusive, of this subdivision that were not filed within the period prescribed by sections 36a-215 to 36a-239, inclusive; and (H) claims of capital note or debenture holders or holders of similar obligations and proprietary claims of shareholders or other owners according to the terms established by issue, class or series.

      (2) As used in this subsection, "administrative expense" means (A) any expense designated as an administrative expense by sections 36a-231 and 36a-237h; (B) any charge or expense of settling the affairs of the bank, including court costs and expenses of operation and liquidation of the bank's estate; (C) wages owed to an employee of the bank for services rendered within three months before the date the bank was placed in receivership and not exceeding two thousand dollars to each employee; (D) current wages owed to an employee of the bank whose services are retained by the receiver for services rendered after the date the bank is placed in receivership; and (E) an unpaid expense of supervision or conservatorship of the bank before it was placed in receivership.

      (c) In the event of liquidation of a Connecticut credit union, the assets of the Connecticut credit union or the proceeds from any disposition of the assets shall be applied and distributed in the following sequence: (1) All fees and assessments due the commissioner; (2) claims of secured creditors up to the value of their collateral; (3) the costs and expenses of liquidation; (4) the wages due the employees of the Connecticut credit union; (5) the costs and expenses incurred by creditors in successfully opposing the release of the Connecticut credit union from certain debts as allowed by the commissioner; (6) all taxes owed to the United States or any other governmental unit; (7) all other debts owed to the United States or any other governmental unit; (8) claims of general creditors and secured creditors to the extent that their claims exceed the value of their collateral; (9) claims of members, to the extent of uninsured share accounts, and the organization that insured the share accounts of the Connecticut credit union; (10) in the event of liquidation of a Connecticut credit union that is a corporate Connecticut credit union, as defined in section 36a-435b, membership capital, and then paid-in capital; and (11) in the event of liquidation of a Connecticut credit union that has received a low-income designation from the National Credit Union Administration under 12 CFR 701.34, as from time to time amended, any outstanding secondary capital accounts.

      (d) The holders of claims in any class set forth in this section shall not receive any distribution until the holders of claims in all classes having a higher priority under this section are paid in full. If the assets of any such Connecticut bank or Connecticut credit union are insufficient to pay in full all of the claims in a particular class, the assets shall be distributed to each claimant within such class on a pro rata basis.

      (1949 Rev., S. 5776; P.A. 78-121, S. 34, 113; P.A. 88-65, S. 29; P.A. 91-126, S. 1, 2; P.A. 92-89, S. 2, 20; P.A. 94-122, S. 112, 340; P.A. 02-73, S. 25; P.A. 04-136, S. 26; P.A. 05-288, S. 201.)

      History: P.A. 78-121 removed building associations from Subsec. (3) and deleted Subsec. (5) re property of private bankers; P.A. 88-65 deleted Subsec. (4) re property of industrial banks; P.A. 91-126 relettered Subsecs. (1), (2) and (3) to read (a), (b) and (c), respectively, and renumbered the Subdivs. therein, changed "appropriated ratably to the payment of" to read "distributed in the following order of priority" in each Subsec., changed state bank and trust company to capital stock bank organized under the laws of this state and added Subdiv. (6) re claims of stockholders in Subsec. (a), changed savings bank to mutual savings bank organized under the laws of this state and added "including deposits" and "in proportion to their respective deposits" in Subsec. (b), changed savings and loan association to savings and loan association organized under the laws of this state, except a capital stock savings and loan association and added "including deposits" in Subsec. (c), and added Subsec. (d) re distribution to holders of claims; P.A. 92-89 provided that all fees and assessments due the commissioner shall be first in order of priority in the event of distribution by a receiver; P.A. 94-122 consolidated the priority provisions for payment of claims in case of bank failure for all banks, deleted Subsecs. (b) and (c) and renumbered former Subsec. (d) as Subsec. (b), and made technical changes, effective January 1, 1995; Sec. 36-51 transferred to Sec. 36a-237 in 1995; P.A. 02-73 added new Subsec. (b) re application and sequence of distribution of assets of Connecticut credit union in the event of liquidation, redesignated existing Subsec. (b) as Subsec. (c) and deleted "capital stock" and "mutual savings bank or mutual savings and loan association" and added "Connecticut credit union" in Subsec. (c); P.A. 04-136 amended Subsec. (a) to replace "avails of the property" with "assets" and to insert "other than a trust bank or uninsured bank", added new Subsec. (b) re distribution of assets of a trust bank or uninsured bank and definition of "administrative expense", redesignated existing Subsecs. (b) and (c) as new Subsecs. (c) and (d), respectively, and amended Subsec. (d) to substitute "assets" for "avails of the property" and "avails", effective May 12, 2004; P.A. 05-288 made a technical change in Subsec. (c)(9), effective July 13, 2005.

      Annotations to former section 36-51:

      Rights of depositors in savings department of trust company; set-off, interest and notes deposited for collection discussed. 88 C. 185. State franchise tax claim held on parity in receivership with expenses of settling affairs. 113 C. 662. "Creditors" of private banker include both depositors and those who have delivered money for transmission. 114 C. 661. No set-off for depositor as to note held as asset of savings department; exception where loan was made by commercial department and note was subsequently transferred as addition to assets of savings department. 115 C. 6. No priority as trust for checks forwarded by another bank for collection and charged against drawers' accounts. Id., 12. Savings department depositors entitled to have segregated funds applied ratably; if such funds are insufficient, unpaid balance of savings deposits stands on parity with commercial deposits. There is no preference over other savings deposits for trust funds deposited in fiduciary's own savings department. Id., 24. Distinction between general and special deposits. Id., 31. Savings depositors not entitled to preferred share in income from segregated fund. Id., 368. No set-off for note held as investment of savings department, whose maker has pledged his savings passbook. Id., 372. History of this section; it modifies common law by putting deposits of the state on parity with those of other depositors. Id., 393. Such claims are classified under "all other liabilities". 116 C. 609. Depositor of check for collection only can recover in full if proceeds can be traced. 117 C. 411. Where checks are credited subject to payment and depositor has immediate right to draw, general deposit is created without preference. Id. Quaere as to whether statement on deposit slip that bank acts only as collecting agent has effect of according preference over deposits. Id., 416. Private banker is trustee as to funds obtained from items forwarded for collection and remaining segregated in banker's hands. Id., 472. Where private banker improperly surrendered bills of lading without obtaining payment of drafts, liability of banker is for conversion, and there is no preference under this statute. Id., 477. Issuance to depositor of bank's own check for whole or portion of deposit does not terminate status of depositor until check is paid. 118 C. 586.

      Secs. 36a-237a to 36a-237e. Reserved for future use.

      Sec. 36a-237f. Procedures re filing claims against the estate of trust banks and uninsured banks in receivership. Judgment. Appeal. Payment of claims. (a) To receive payment of a claim against the estate of a trust bank or uninsured bank in receivership, a person who has a claim, other than a shareholder acting in that capacity, including a claimant with a secured claim or a fiduciary claimant ordered by the receiver to file a proof of claim under subdivision (2) of subsection (b) of section 36a-225, shall present proof of the claim to the receiver at a place specified by the receiver, within the period specified by the receiver. Receipt of the required proof of claim by the receiver is a condition precedent to the payment of the claim. A claim that is not filed within the period or at the place specified by the receiver may not participate in a distribution of the assets by the receiver, except that, subject to court approval, the receiver may accept a claim filed not later than the one-hundred-eightieth day after the date notice of the claimant's right to file a proof of claim is mailed to the claimant, provided such claim shall be subordinate to an approved claim of a general creditor. Interest does not accrue on any claim after the date the bank is placed in receivership. The provisions of this subsection shall not apply to a fiduciary claimant or depositor where the records of the bank in receivership are sufficient to identify the fiduciary claimant's or depositor's interest.

      (b) (1) The proof of claim against a trust bank or an uninsured bank shall be in writing, be signed by the claimant, and include: (A) A statement of the claim; (B) a description of the consideration for the claim; (C) a statement of whether collateral is held or a security interest is asserted against the claim and, if so, a description of the collateral or security interest; (D) a statement of any right of priority of payment for the claim or other specific right asserted by the claimant; (E) a statement of whether a payment has been made on the claim and, if so, the amount and source of the payment, to the extent known by the claimant; (F) a statement that the amount claimed is justly owed by the bank to the claimant; and (G) any other matter that is required by the Superior Court.

      (2) The receiver may designate the form of the proof of claim. A proof of claim shall be filed under oath unless the oath is waived by the receiver. If a claim is founded on a written instrument, the original instrument, unless lost or destroyed, shall be filed with the proof of claim. After the instrument is filed, the receiver may permit the claimant to substitute a copy of the instrument until the final disposition of the claim. If the instrument is lost or destroyed, a statement of that fact and of the circumstances of the loss or destruction shall be filed under oath with the claim.

      (c) A judgment against a trust bank or uninsured bank in receivership taken by default or by collusion before the date the bank was placed in receivership may not be considered as conclusive evidence of the liability of the bank to the judgment creditor or of the amount of damages to which the judgment creditor is entitled. A judgment against the bank entered after the date the bank was placed in receivership may not be considered as evidence of liability or of the amount of damages.

      (d) (1) The owner of secured trust funds on deposit may file a claim as a creditor against a trust bank or uninsured bank in receivership. The value of the security shall be determined under supervision of the Superior Court by converting the security into money.

      (2) The owner of a secured claim against a trust bank or uninsured bank in receivership may surrender the security and file a claim as a general creditor or apply the security to the claim and discharge the claim.

      (3) If the owner applies the security and discharges the claim under subdivision (2) of this subsection, any deficiency shall be treated as a claim against the general assets of the bank on the same basis as a claim of an unsecured creditor. The amount of the deficiency shall be determined as provided by subsection (e) of this section, except that if the amount of the deficiency has been adjudicated by a court in a proceeding in which the receiver has had notice and an opportunity to be heard, the court's decision is conclusive as to the amount.

      (4) The value of security held by a secured creditor shall be determined under supervision of the court by converting the security into money according to the terms of the agreement under which the security was delivered to the creditor or by agreement, arbitration, compromise or litigation between the creditor and the receiver.

      (e) (1) A claim against a trust bank or uninsured bank in receivership based on an unliquidated or undetermined demand shall be filed within the period for the filing of the claim. The claim may not share in any distribution to claimants until the claim is definitely liquidated, determined and allowed. After the claim is liquidated, determined and allowed, the claim shares ratably with the claims of the same class in all subsequent distributions.

      (2) If the receiver in all other respects is in a position to close the receivership proceeding, the proposed closing is sufficient grounds for the rejection of any remaining claim based on an unliquidated or undetermined demand. The receiver shall notify the claimant of the intention to close the proceeding. If the demand is not liquidated or determined before the sixty-first day after the date of the notice, the receiver may reject the claim.

      (3) For the purposes of this subsection, a demand is considered unliquidated or undetermined if the right of action on the demand accrued while the trust bank or uninsured bank was placed in receivership and the liability on the demand has not been determined or the amount of the demand has not been liquidated.

      (f) (1) Mutual credits and mutual debts shall be set off and only the balance allowed or paid, except that a set-off may not be allowed in favor of a person if: (A) The obligation of a trust bank or uninsured bank to the person on the date the bank was placed in receivership did not entitle the person to share as a claimant in the assets of the bank; (B) the obligation of the bank to the person was purchased by or transferred to the person after the date the bank was placed in receivership or for the purpose of increasing set-off rights; or (C) the obligation of the person or the bank is as a trustee or fiduciary.

      (2) Upon request, the receiver shall provide a person with an accounting statement identifying each debt that is due and payable. A person who owes a trust bank or uninsured bank an amount that is due and payable against which the person asserts set-off of mutual credits that may become due and payable from the bank in the future shall promptly pay to the receiver the amount due and payable. The receiver shall promptly refund, to the extent of the person's prior payment, mutual credits that become due and payable to the person by the bank in receivership.

      (g) (1) Not later than six months after the last day permitted for the filing of claims or a later date allowed by the Superior Court, the receiver shall accept or reject in whole or in part each claim filed against a trust bank or an uninsured bank in receivership, except for an unliquidated or undetermined claim governed by subsection (e) of this section. The receiver shall reject a claim if the receiver doubts its validity.

      (2) The receiver shall mail written notice to each claimant, specifying the disposition of the person's claim. If a claim is rejected in whole or in part, the receiver in the notice shall specify the basis for rejection and advise the claimant of the procedures and deadline for appeal.

      (3) The receiver shall send each claimant a summary schedule of approved and rejected claims by priority class and notify the claimant: (A) That a copy of a schedule of claims disposition, including only the name of the claimant, the amount of the claim allowed, and the amount of the claim rejected, is available upon request; and (B) of the procedure and deadline for filing an objection to an approved claim.

      (h) The receiver of a trust bank or uninsured bank, with the approval of the superior court, shall set a deadline for an objection to an approved claim. On or before that date, a depositor, creditor, other claimant or shareholder of a trust bank or uninsured bank may file an objection to an approved claim. The objection shall be heard and determined by the court. If the objection is sustained, the court shall direct an appropriate modification of the schedule of claims.

      (i) The receiver's rejection of a claim may be appealed to the superior court in which the receivership proceeding of a trust bank or uninsured bank is pending. The appeal shall be filed within three months after the date of service of notice of the rejection. If the appeal is timely filed, review is de novo as if it were an action originally filed in the court, and is subject to the rules of procedure and appeal applicable to civil cases. An action to appeal rejection of a claim by the receiver is separate from the receivership proceeding, and may not be initiated by a claimant intervening in the receivership proceeding. If the action is not timely filed, the action of the receiver is final and not subject to review.

      (j) (1) The Banking Commissioner shall deposit all money available for the benefit of persons who have not filed a claim and are, according to the bank's records, depositors and creditors of a trust bank or uninsured bank in receivership in a bank, Connecticut credit union, federal credit union, out-of-state bank that maintains in this state a branch, as defined in section 36a-410, or out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b. The commissioner shall pay the nonclaiming depositors and creditors on demand the undisputed amount, based on the bank's records, held for their benefit.

      (2) The receiver may periodically make a partial distribution to the holders of approved claims if: (A) All objections have been heard and decided as provided by subsection (h) of this section; (B) the time for filing appeals has expired as provided by subsection (i) of this section; (C) money has been made available to provide for the payment of all nonclaiming depositors and creditors in accordance with subdivision (1) of this subsection; and (D) a proper reserve is established for the pro rata payment of: (i) Rejected claims that have been appealed, and (ii) any claims based on unliquidated or undetermined demands governed by subsection (e) of this section.

      (3) As soon as practicable after all objections, appeals and claims based on previously unliquidated or undetermined demands governed by subsection (e) of this section have been determined and money has been made available to provide for the payment of all nonclaiming depositors and creditors in accordance with subdivision (1) of this subsection, the receiver shall distribute the assets of a trust bank or uninsured bank in satisfaction of approved claims other than claims asserted in a person's capacity as a shareholder.

      (P.A. 04-136, S. 30; P.A. 05-288, S. 202.)

      History: P.A. 04-136 effective May 12, 2004; P.A. 05-288 made technical changes in Subsec. (j)(1), effective July 13, 2005.

      Sec. 36a-237g. Disposition of fiduciary records re fiduciary accounts of trust banks and uninsured banks. (a) All fiduciary records relating to the administration of fiduciary accounts of a trust bank or uninsured bank shall be turned over to the successor fiduciary, as defined in section 45a-245a, in charge of administration of the accounts. The receiver may devise a method for the effective, efficient and economical maintenance of all other records of the trust bank or uninsured bank and of the receiver's office.

      (b) On approval by the Superior Court, the receiver may dispose of records of the trust bank or uninsured bank in receivership that are obsolete and unnecessary to the continued administration of the receivership proceeding.

      (P.A. 04-136, S. 31.)

      History: P.A. 04-136 effective May 12, 2004.

      Sec. 36a-237h. Inmunity for receivers and conservators of trust banks and uninsured banks and their employees. (a) Persons entitled to protection under this section shall be: (1) All receivers or conservators of trust banks or uninsured banks, including present and former receivers and conservators; and (2) the employees of such receivers or conservators. Attorneys, accountants, auditors and other professional persons or firms who are retained by the receiver or conservator as independent contractors, and their employees, shall not be considered employees of the receiver or conservator for purposes of this section.

      (b) The receiver or conservator and the employees of the receiver or conservator shall be immune from suit and liability, both personally and in their official capacities, for any claim for damage to or loss of property, personal injury or other civil liability caused by or resulting from any alleged act, error or omission of the receiver or conservator or any employee arising out of or by reason of their duties or employment, provided nothing in this section shall be construed to hold the receiver or conservator or any employee immune from suit or liability for any damage, loss, injury or liability caused by the intentional or wilful and wanton misconduct of the receiver or conservator or any employee.

      (c) (1) If any legal action is commenced against the receiver or conservator or any employee, whether personally or in such person's official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any alleged act, error or omission of the receiver or conservator or any employee arising out of or by reason of their duties or employment, the receiver or conservator and any employee shall be indemnified from the assets of the trust bank or uninsured bank for all expenses, attorneys' fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action unless it is determined upon a final adjudication on the merits that the alleged act, error or omission of the receiver or conservator or employee giving rise to the claim did not arise out of or by reason of such person's duties or employment, or was caused by intentional or wilful and wanton misconduct.

      (2) Attorneys' fees and any related expenses incurred in defending a legal action for which immunity or indemnity is available under this section shall be paid from the assets of the trust bank or uninsured bank, as they are incurred, in advance of the final disposition of such action upon receipt of an undertaking by or on behalf of the receiver or conservator or employee to repay the attorneys' fees and expenses if it shall ultimately be determined upon a final adjudication on the merits that the receiver or conservator or employee is not entitled to immunity or indemnity under this section.

      (3) Any indemnification for expense payments, judgments, settlements, decrees, attorneys' fees, surety bond premiums or other amounts paid or to be paid from the assets of the trust bank or uninsured bank pursuant to this section shall be an administrative expense of the receivership or conservatorship.

      (4) In the event of any actual or threatened litigation against a receiver or conservator or any employee for which immunity or indemnity may be available under this section, a reasonable amount of funds, which in the judgment of the receiver or conservator may be needed to provide immunity or indemnity, shall be segregated and reserved from the assets of the trust bank or uninsured bank as security for the payment of indemnity until such time as all applicable statutes of limitation shall have run and all actual or threatened actions against the receiver or conservator or any employee have been completely and finally resolved, and all obligations of the trust bank or uninsured bank and the commissioner under this section shall have been satisfied.

      (5) In lieu of segregation and reserving of funds, the receiver or conservator may, in the receiver's or conservator's discretion, obtain a surety bond or make other arrangements that will enable the receiver or conservator to fully secure the payment of all obligations under this section.

      (d) If any legal action against an employee for which indemnity may be available under this section is settled prior to final adjudication on the merits, the receiver or conservator shall pay from the assets of the bank the settlement amount on behalf of the employee or indemnify the employee for the settlement amount unless the receiver or conservator determines:

      (1) That the claim did not arise out of or by reason of the employee's duties or employment; or

      (2) That the claim was caused by the intentional or wilful and wanton misconduct of the employee.

      (e) In any legal action in which the receiver or conservator is a defendant, that portion of any settlement relating to the alleged act, error or omission of the receiver or conservator shall be subject to the approval of the superior court before which the receivership proceeding or conservatorship is pending. The court shall not approve that portion of the settlement if it determines:

      (1) That the claim did not arise out of or by reason of the receiver's or conservator's duties or employment; or

      (2) That the claim was caused by the intentional or wilful and wanton misconduct of the receiver or conservator.

      (f) Nothing contained or implied in this section shall operate, or be construed or applied to deprive the receiver or conservator or any employee of any immunity, indemnity, benefits of law, rights or any defense otherwise available.

      (g) (1) The provisions of subsection (b) of this section shall apply to any suit based in whole or in part on any alleged act, error or omission which takes place on or after May 12, 2004.

      (2) No legal action shall lie against the receiver or conservator or any employee based in whole or in part on any alleged act, error or omission which took place prior to May 12, 2004, unless suit is filed and valid service of process is obtained not later than twelve months after May 12, 2004.

      (3) Subsections (c) to (e), inclusive, of this section shall apply to any suit which is pending on or filed after May 12, 2004, without regard to when the alleged act, error or omission took place.

      (P.A. 04-136, S. 32; P.A. 05-288, S. 203.)

      History: P.A. 04-136 effective May 12, 2004; P.A. 05-288 made a technical change in Subsec. (a), effective July 13, 2005.

      Sec. 36a-238. (Formerly Sec. 36-51a). Subrogation of Federal Deposit Insurance Corporation, National Credit Union Administration or successor agencies. Whenever the Federal Deposit Insurance Corporation or National Credit Union Administration, or their successor agencies, pay or make available for payment the insured deposit or account liabilities of a closed Connecticut bank or Connecticut credit union, the Federal Deposit Insurance Corporation or National Credit Union Administration, whether or not it has become such bank's or credit union's receiver, is subrogated to all of the rights of the owners of the deposits or share accounts against such bank or credit union in the same manner and to the same extent as subrogation of the Federal Deposit Insurance Corporation is provided for in the Federal Deposit Insurance Act, as from time to time amended, in the closing of a federal bank, or the National Credit Union Administration is provided for in the Federal Credit Union Act, 12 USC Section 1741 et seq., as from time to time amended, in the closing of a federal credit union.

      (P.A. 76-2, S. 4, 5; P.A. 78-121, S. 35, 113; P.A. 91-357, S. 13, 78; P.A. 94-122, S. 113, 340; P.A. 02-73, S. 26.)

      History: P.A. 78-121 removed building associations from purview of Subsec. (b); P.A. 91-357 deleted Subsec. (b), added provisions re savings and loan associations to former Subsec. (a) and made technical changes; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-51a transferred to Sec. 36a-238 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions and share accounts, added provisions re the National Credit Union Administration and made conforming changes.

      Sec. 36a-239. (Formerly Sec. 36-52). Discharge of receiver or conservator. (a) After a final disposition of funds as provided in sections 36a-236 and 36a-237, the receiver, upon applying to the superior court having jurisdiction and after such public notice as the court may require, may be discharged from further liability. If no plan of refinancing or reorganization has been approved by the court, the charter or certificate of incorporation of the Connecticut bank or certificate of authority of a Connecticut credit union in receivership shall be forfeited upon the discharge of the receiver from further liability.

      (b) Upon a determination by the commissioner that the conditions that formed the basis for the appointment of a conservator for any Connecticut bank or Connecticut credit union no longer exist, the commissioner shall apply to the superior court having jurisdiction to have the conservator discharged from further liability. Upon appointment of a receiver for any bank or credit union that is subject to a conservatorship, the conservator shall automatically be discharged from further liability without any specific action of the commissioner or the court.

      (1949 Rev., S. 5777; P.A. 92-12, S. 21; P.A. 94-122, S. 114, 340; P.A. 02-73, S. 27; P.A. 04-136, S. 27.)

      History: P.A. 92-12 made technical changes; P.A. 94-122 added Subsec. (b) re discharging conservators upon changed conditions, effective January 1, 1995; Sec. 36-52 transferred to Sec. 36a-239 in 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions; P.A. 04-136 amended Subsec. (a) to insert "or certificate of incorporation", effective May 12, 2004.

      Secs. 36a-240 to 36a-249. Reserved for future use.