The Florida Senate

“Association” means an association as defined in s. 665.012.

“Bank” means any person having a subsisting charter or other lawful authorization, under the laws of this or any other jurisdiction, authorizing such person to conduct a general commercial banking business. The term “bank” does not include a credit union or an association.

“Banker’s bank” means a bank insured by the Federal Deposit Insurance Corporation, or a holding company which owns or controls such an insured bank, when the stock of such bank or holding company is owned exclusively by other banks and such bank or holding company and all subsidiaries thereof are engaged exclusively in providing services for other financial institutions and their officers, directors, and employees.

“Branch” or “branch office” of a bank means any office or place of business of a bank, other than its main office and the facilities and operations authorized by ss. 658.26(4), 658.65, and 660.33, at which deposits are received, checks are paid, or money is lent. With respect to a bank which has a trust department, the terms “branch” and “branch office” have the meanings herein ascribed to a branch or a branch office of a trust company. “Branch” or “branch office” of a trust company means any office or place of business of a trust company, other than its main office and its trust service offices established pursuant to s. 660.33, where trust business is transacted with its customers.

“Charter” of a bank or trust company means the lawful authority under the laws of this or any other jurisdiction to exist and conduct business as, and the franchise of, a bank or a trust company, as the case may be, and includes the written instrument however denominated or entitled which evidences such authority. When used as a verb, “charter” means the granting of such authority and franchise.

“Community” means an incorporated city, town, or village or, where not within any of the foregoing or if the office determines that the area within the corporate limits of any of the foregoing is inappropriate under specific circumstances, such trade area or other area, determined by the office to be appropriate under the circumstances, in which are located persons having generally similar interests, including residential, social, or business interests or combinations thereof.

“Court” means a court of competent jurisdiction.

“Fiduciary” means a trustee; committee, guardian, custodian, conservator, or other personal representative of a person, property, or an estate; registrar or transfer agent of, or in connection with, evidences of indebtedness of every kind and of stocks and bonds and other securities; fiscal or financial agent; investment adviser; receiver; trustee in bankruptcy; assignee for creditors; or holder of any similar representative position or any other position of trust, including a person acting in any or all the capacities and performing any or all the functions enumerated in s. 660.34.

“General commercial banking business” includes:

“Item” means any instrument, or any electronically or otherwise recorded, stored, or transmitted message, for the payment of money, whether or not it is negotiable, but does not include money.

“Law” means each valid and applicable statute, ordinance, rule, or regulation of any state and each of its political subdivisions or of the United States and each of its departments, agencies, or other entities authorized by the laws of the United States to issue rules or regulations.

“National bank” means a bank organized and existing as a national banking association under the provisions of 12 U.S.C. s. 21 and other sections of the National Bank Act relating thereto.

“Political subdivision” of this state means and includes counties, municipalities, and departments, commissions, districts, boards, and other bodies, whether corporate or otherwise, created by or pursuant to the provisions of the constitution or any other law and also includes any officer of any of the foregoing.

“Primary service area” means the smallest geographical area from which a bank draws, or a proposed bank expects to draw, approximately 75 percent of its deposits; the term also means the smallest geographic area from which a trust company or the trust department of a bank or association draws, or a proposed trust company or a proposed trust department of a bank or association expects to draw, approximately 75 percent of the assets value of its fiduciary accounts.

“Principal place of business” or “principal place of doing business” of a bank, the trust department of a bank, or a trust company means its main office.

“State,” when used in the context of a state other than this state, means any or every other state of the United States, the District of Columbia, any and every territory of the United States, Puerto Rico, Guam, American Samoa, and the Virgin Islands.

“State bank” means any bank which has a subsisting bank charter issued pursuant to the provisions of the financial institutions codes or the general banking laws of this state in effect prior to the enactment of the financial institutions codes.

“State member bank” means a state bank which is a member of the Federal Reserve System; and “state nonmember bank” means a state bank which is not a member of the Federal Reserve System.

“State trust company” means a corporation, other than a bank, which has a subsisting trust company charter issued pursuant to the provisions of the financial institutions codes or the applicable laws of the state in effect prior to the enactment of the financial institutions codes.

“Trust business” means the business of acting as a fiduciary when such business is conducted by a bank, state or federal association, or a trust company, and also when conducted by any other business organization as its sole or principal business.

“Trust company” means any business organization, other than a bank or state or federal association, which is authorized by lawful authority to engage in trust business. A bank or state or federal association conducting business pursuant to lawful authority, which also by lawful authority has authority to engage in trust business, is the functional equivalent of a trust company with respect to performance of fiduciary services, and may assume fiduciary duties under appointive instruments that establish fiduciary relationships.

“Trust department” means the functional division or department of a bank or state or federal association which conducts the trust business of a bank or state or federal association which has been granted trust powers, pursuant to the laws of this or any other jurisdiction, authorizing the bank or state or federal association to engage in trust business in addition to the general commercial banking business or general business of an association in which it engages.

“Trust powers” means the rights and powers necessary to act as a fiduciary and, when the context so requires or admits, the term also means the authority granted to a bank, state or federal association, or trust company by, or pursuant to, the laws of this or any other jurisdiction to engage in trust business.

Terms which are defined in other sections of the financial institutions codes shall, unless the context otherwise requires or unless by the provisions of the section in which such term is defined its meaning as so defined is limited, have the meanings ascribed to them in such other sections of the financial institutions codes.

Terms used but not defined in this code, but which are defined in Revised Article 3 or Article 4 of the Uniform Commercial Code as enacted in chapters 673 and 674 shall, in this code, unless the context otherwise requires, have the meanings ascribed to them in chapters 673 and 674.

When authorized by the office, as provided herein, a corporation may be formed under the laws of this state for the purpose of becoming a state bank or a state trust company and conducting a general banking or trust business.

A bank or trust company that is chartered as a limited liability company under the law of any state is deemed to be incorporated under the financial institutions codes if:

As used in the financial institutions codes, the term:

When authorized by the office, a corporation may be formed under the laws of this state for the purpose of becoming a banker’s bank. An application for authority to organize a banker’s bank is subject to the provisions of ss. 658.19, 658.20, and 658.21, except that the provisions of ss. 658.20(1)(b) and (c) and 658.21(2) do not apply.

A banker’s bank chartered pursuant to subsection (1) shall be subject to the provisions of the financial institutions codes and rules adopted thereunder; and, except as otherwise specifically provided herein or by rule or order of the commission or office, a banker’s bank shall be vested with or subject to the same rights, privileges, duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to a state bank.

Notwithstanding any other provision of this chapter, a banker’s bank may repurchase, for its own account, shares of its own capital stock; however, the outstanding capital stock may not be reduced below the minimum required by this chapter without the prior approval of the office.

A banker’s bank may provide services at the request of financial institutions in organizations that have:

A banker’s bank may provide services to the organizers of a proposed financial institution that has not received conditional regulatory approval provided that such services are limited to the financing of the expenses of organizing such financial institution and expenses relating to the acquisition or construction of the institution’s proposed operating facilities and associated fixtures and equipment.

If the commission or office finds that any provision of this chapter is inconsistent with the purpose for which a banker’s bank is organized and that the welfare of the public or any financial institution would not be jeopardized thereby, the commission, by rule, or the office, by order, may exempt a banker’s bank from such provision or limit the application thereof.

A written application for authority to organize a banking corporation or a trust company shall be filed with the office by the proposed directors and shall include:

The application shall be in such form as the commission prescribes and contain such additional information as the commission or office reasonably requires and shall be accompanied by the required fee, which shall not be refundable.

Notwithstanding chapter 120, an application may be returned to the applicant, on a one-time basis, for correction of substantial deficiencies and may be resubmitted without payment of an additional fee if such resubmission takes place within 60 days after the date the office returns the application.

Upon the filing of an application, the office shall make an investigation of:

The office is authorized to obtain criminal record information from the National Crime Information Center or from the Department of Law Enforcement as a part of its investigation pursuant to this section.

The office may accept an application for prior approval of individuals who may become directors and executive officers of a failing bank, association, or trust company. Such applications are governed by the application criteria set forth in paragraph (1)(a) and ss. 658.21(4) and 658.28. The application must be in the form prescribed by the commission and must contain additional information prescribed by the commission or office, and must be accompanied by a nonrefundable, nontransferable filing fee of $7,500.

Local conditions indicate reasonable promise of successful operation for the proposed state bank or trust company. In determining whether an applicant meets the requirements of this subsection, the office shall consider all materially relevant factors, including:

The proposed capitalization is in such amount as the office deems adequate, but in no case may the total capital accounts at opening for a bank be less than $8 million. The total capital accounts at opening for a trust company may not be less than $3 million. The organizing directors of the proposed bank shall directly own or control at least the lesser of $3 million or 25 percent of the bank’s total capital accounts proposed at opening as approved by the office. When the proposed bank will be owned by a single-bank holding company, the organizing directors of the proposed bank collectively shall directly own or control at least an amount of the single-bank holding company’s capital accounts equal to the lesser of $3 million or 25 percent of the proposed bank’s total capital accounts proposed at opening as approved by the office. When the proposed bank will be owned by an existing multibank holding company, the proposed directors shall have a substantial capital investment in the holding company, as determined by the office; however, such investment shall not be required to exceed the amount otherwise required for a single-bank holding company application. The office may disallow illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section. The proposed stock offering must comply with the requirements of ss. 658.23-658.25 and 658.34-658.37.

The proposed capital structure is in such form as the office may require, but, at a minimum, every state bank or trust company hereafter organized shall establish paid-in capital equal in amount to not less than 50 percent of its total capital accounts and a paid-in surplus equal in amount to not less than 20 percent of its paid-in capital.

The proposed officers have sufficient financial institution experience, ability, standing, and reputation and the proposed directors have sufficient business experience, ability, standing, and reputation to indicate reasonable promise of successful operation, and none of the proposed officers or directors has been convicted of, or pled guilty or nolo contendere to, any violation of s. 655.50, relating to the Florida Control of Money Laundering in Financial Institutions Act; chapter 896, relating to offenses related to financial institutions; or any similar state or federal law. At least two of the proposed directors who are not also proposed officers shall have had at least 1 year direct experience as an executive officer, regulator, or director of a financial institution within 3 years of the date of the application. However, if the applicant demonstrates that at least one of the proposed directors has very substantial experience as an executive officer, director, or regulator of a financial institution more than 3 years before the date of the application, the office may modify the requirement and allow only one director to have direct financial institution experience within the last 3 years. The proposed president or chief executive officer shall have had at least 1 year of direct experience as an executive officer, director, or regulator of a financial institution within the last 3 years.

The corporate name of the proposed state bank or trust company is approved by the office.

Provision has been made for suitable quarters at the location in the application.

Within 3 months after approval by the office and the appropriate federal regulatory agency, the applicant shall submit its duly executed articles of incorporation to the office, together with the filing fee due the Department of State under s. 607.0122.

The articles of incorporation shall contain:

The office shall provide to the proposed directors form articles of incorporation which shall include only those provisions required by this section or by chapter 607. The form articles shall be acknowledged by the proposed directors and returned to the office for filing with the Department of State.

Within 30 days of receipt of the executed articles of incorporation in the form previously approved, and the required filing fees, the office shall place the following legend upon the articles of incorporation and affix the seal of the office thereto. The legend shall in substance read: “Approved by the Office of Financial Regulation this   day of     (herein the name and signature of the director of the office)  .” Thereafter, the articles of incorporation shall be filed with the Department of State.

The corporate existence of a banking corporation or a trust company corporation shall commence on the date the approved articles of incorporation are filed with the Department of State, unless otherwise provided in the articles of incorporation pursuant to s. 607.0203. Thereafter, a banking corporation or trust company corporation may perform all acts necessary to perfect its organization, obtain and equip a place of business, and otherwise prepare to conduct a general banking business or trust business. However, no banking corporation or trust company corporation shall become a state bank or a state trust company or transact any banking business or trust business until it has received a certificate of authority to transact business as provided in s. 658.25.

Unless the articles of incorporation provide otherwise, the board of directors shall have authority to adopt or amend bylaws that do not conflict with bylaws that may have been adopted by the stockholders. The bylaws shall be for the governance of the bank or trust company, subordinate only to the articles of incorporation and the laws of the United States and of this state.

A bank or trust company may not amend its articles of incorporation without the prior written approval of the office.

Within 6 months after commencement of corporate existence, and at least 30 days prior to opening, the directors shall have completed the stock offering and shall file with the office a final list of subscribers to all of the capital stock of the proposed bank or trust company showing the name and residence of each subscriber and the amount of stock of every class subscribed for by each.

The directors shall also provide such detailed financial, business, and biographical information as the commission or office may reasonably require for each person who, together with related interests, subscribes to 10 percent or more of the voting stock or nonvoting stock which is convertible into voting stock of the proposed bank or trust company. The office shall make an investigation of the character, financial responsibility, and financial standing of each such person in order to determine whether he or she is likely to control the bank or trust company in a manner which would jeopardize the interests of the depositors and creditors of the bank or trust company, the other stockholders, or the general public. This investigation shall include a determination of whether any such person has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the Florida Control of Money Laundering in Financial Institutions Act; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law.

At the time the shares are issued, the corporation shall furnish to the office a final list of shareholders and an affidavit from the corporation that the entire capital accounts have been fully and unconditionally paid in cash and that valid assets representing such total capital accounts are held by the bank, trust company, or escrow agent.

A bank or trust company corporation shall open and conduct a general commercial bank or trust business no later than 12 months after the commencement of its corporate existence.

At least 30 days prior to its intended opening date, the corporation shall notify the office of its proposed opening date and confirm its compliance with all conditions imposed in the order or orders issued by the office relating to its organization.

The office shall perform a preopening examination to verify good faith compliance with all the requirements of law and that the bank or trust company corporation is ready to engage in a general commercial bank or trust business. If the office finds that such requirements have been met, it shall issue a certificate of authorization to transact a general commercial bank or trust business. Upon the issuance of the certificate of authorization, the bank or trust company corporation shall become a state bank or a state trust company and the certificate shall constitute its charter.

Upon opening for business, a bank or trust company shall have power to engage in a general commercial bank or trust business and to exercise, subject to law, all such incidental powers as may reasonably promote its general commercial bank or trust business.

Any bank or trust company heretofore or hereafter incorporated pursuant to this chapter shall have one main office, which shall be located within the state.

With prior written notification to the office, any bank may operate facilities which are not physically connected to the main or branch office of the bank, provided that the facilities are situated on the property of the main or branch office or property contiguous thereto. Property which is separated from the main or branch office of a bank by only a street, and one or more walkways and alleyways are determined to be, for purposes of this subsection, contiguous to the property of the main or branch office.

A bank may provide, directly or through a contract with another company, off-premises armored car service to its customers. Armored car services shall not be considered a branch for the purposes of subsection (2).

In ss. 658.27-658.29, unless the context clearly requires otherwise:

A business organization has control over a bank or over any other business organization if:

Shares of any kind or class of voting securities of a bank or business organization, and assets of a business organization, shall be deemed to be indirectly owned or controlled by a bank or business organization, the latter being referred to in this subsection as the “controlling bank or business organization,” if:

Shares of any kind or class of voting securities, and assets, of a bank or business organization which, after March 28, 1972, the effective date of former s. 659.141(2)(g), are transferred by any bank holding company, or by any bank or any business organization which, but for such transfer, would be a bank holding company, directly or indirectly to any transferee that is indebted to the transferor, or has one or more officers, directors, trustees, or beneficiaries in common with or subject to control by the transferor, shall be deemed to be indirectly owned or controlled by the transferor unless the office, after opportunity for hearing, determines that the transferor is not in fact capable of controlling the transferee.

Notwithstanding any other provision of this section, no bank and no business organization shall be deemed to own or control voting shares or assets of another bank or another business organization if:

A business organization provides investment advisory services if, in this state and for compensation, it engages in the business of advising persons, directly or indirectly or through publications or writings, as to the value of securities or as to the advisability of investment in or purchasing securities; or if, not being a certified public accountant, in this state and for compensation, it issues or distributes to persons analyses or reports concerning securities.

In any case in which a person or a group of persons, directly or indirectly or acting by or through one or more persons, proposes to purchase or acquire a controlling interest in any state bank or state trust company, and thereby to change the control of that bank or trust company, each person or group of persons shall first make application to the office for a certificate of approval of such proposed change of control of the bank or trust company. The application shall contain the name and address, and such other relevant information as the commission or office requires, including information relating to other and former addresses and the reputation, character, responsibility, and business affiliations, of the proposed new owner or each of the proposed new owners of the controlling interest. The office shall issue a certificate of approval only after it has made an investigation and determined that the proposed new owner or owners of the interest are qualified by reputation, character, experience, and financial responsibility to control and operate the bank or trust company in a legal and proper manner and that the interests of the other stockholders, if any, and the depositors and creditors of the bank or trust company and the interests of the public generally will not be jeopardized by the proposed change in ownership, controlling interest, or management. No person who has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the Florida Control of Money Laundering in Financial Institutions Act; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law shall be given a certificate of approval by the office.

For the purposes of this section, the standards, criteria, and exceptions contained in s. 658.27(2), (3), (4), and (5) relating to control by a business organization of a bank or another business organization apply to the persons mentioned in this section and constitute the standards, criteria, and exceptions which determine whether any person or group of persons shall be deemed to be purchasing or acquiring, or to have purchased or acquired, directly or indirectly a “controlling interest” in a state bank or a state trust company; but the office is not limited to those standards or criteria in determining whether any such person shall be deemed to be acting by or through one or more other persons.

In any case in which a proposed purchase or acquisition of voting securities of a state bank or trust company would give rise to the presumption created under s. 658.27(2)(c), the person or group of persons who propose to purchase or acquire the voting securities shall first give written notice of the proposal to the office. Such notice may present information that the proposed purchase or acquisition will not result in control. The office shall afford the person seeking to rebut the presumption an opportunity to present views in writing or orally before its designated representatives at an informal conference. If the office determines, pursuant to the informal conference, that the person or group of persons seeking to rebut the presumption exercises a controlling influence over the bank, an application for change of control must be filed pursuant to this section.

For the purposes of this section, no person will be considered as having effected a change in control of any bank by the formation of a bank holding company when the person or persons who controlled the bank or banks are the same person or persons who control the holding company.

SHORT TITLE.—This section may be cited as the “Florida Interstate Banking Act.”

DEFINITIONS.—For purposes of this section, the term:

STATEMENT OF LEGISLATIVE INTENT.—In general, states have a strong interest in the activities and operations of depository institutions doing business within their jurisdictions, regardless of the type of charter an institution holds. In particular, states have a legitimate interest in protecting the rights of consumers, businesses, and communities. Further, Congress did not intend that the Interstate Banking and Branching Efficiency Act of 1994 alter this balance and thereby weaken states’ authority to protect the interests of consumers, businesses, or communities.

APPLICABLE LAW.—Any out-of-state bank holding company that controls a Florida bank or a Florida bank holding company is subject to the laws of this state, and the rules of the commission, relating to the acquisition, ownership, and operation of banks and bank holding companies located in this state which are applicable to Florida bank holding companies.

AUTHORITY TO ENTER INTO COOPERATIVE AGREEMENTS; FEES.—In order to carry out the purposes of this section, the office may:

PERMITTED ACQUISITIONS.—

REQUIRED APPLICATION.—

STANDARDS FOR APPROVAL.—Except as otherwise provided in this section:

REPORTS; EXAMINATIONS.—To the extent required by the commission or office, each bank holding company that directly or indirectly controls a state bank shall submit to the office financial reports filed by such company with any bank regulatory agency concerning state banks located in this state within 15 days after the filing thereof with such agency. However, any report prohibited by applicable federal or state law is not required to be submitted to the office.

PENALTIES.—The office may enforce the provisions of this section pursuant to the financial institutions codes. The office shall promptly give notice to the home state regulator of any enforcement action initiated against an out-of-state bank holding company and, to the extent practicable, shall consult and cooperate with the home state regulator in pursuing and resolving said enforcement action. In the case of an out-of-state holding company, the office shall recognize the exclusive authority of the home state regulator over corporate governance matters and the primary responsibility of the home state regulator with respect to safety and soundness matters.

SHORT TITLE.—This section may be cited as the “Florida Interstate Branching Act.”

PURPOSE.—The purpose of this section is to permit interstate branching, effective May 31, 1997, by a merger transaction under s. 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Pub. L. No. 103-328, in accordance with this section.

LEGISLATIVE INTENT.—The Legislature finds it is in the interest of the citizens of this state, and declares it to be the intent of this section, to:

DEFINITIONS.—As used in this section, unless a different meaning is required by the context:

INTERSTATE BRANCHING BY DE NOVO ENTRY PROHIBITED.—An out-of-state bank that does not operate a branch in this state is prohibited from establishing a de novo branch in this state.

AUTHORITY OF STATE BANKS TO ESTABLISH INTERSTATE BRANCHES BY MERGER.—With the prior written approval of the office, a state bank may establish, maintain, and operate one or more branches in a state other than this state pursuant to an interstate merger transaction in which the state bank is the resulting bank. No later than the date on which the required application for the interstate merger transaction is filed with the responsible federal bank regulatory agency, the applicant state bank shall file an application on a form prescribed by the commission accompanied by the required fee pursuant to s. 658.73. The applicant shall also comply with the provisions of ss. 658.40-658.45.

INTERSTATE MERGER TRANSACTIONS AND BRANCHING PERMITTED.—

NOTICE AND FILING REQUIREMENTS.—Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Florida bank shall notify the office of the proposed merger within 15 days after the date on which it files an application for an interstate merger transaction with the appropriate federal regulatory agency.

EXAMINATIONS; PERIODIC REPORTS; COOPERATIVE AGREEMENTS; ASSESSMENT OF FEES.—

LAWS APPLICABLE TO INTERSTATE BRANCHING OPERATIONS.—Laws of this state regarding consumer protection, fair lending, and establishment of intrastate branches apply to any out-of-state bank branch doing business in this state to the same extent as the laws of this state apply to a state bank, except:

ENFORCEMENT.—

NOTICE OF SUBSEQUENT MERGER.—

DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—

ADDITIONAL BRANCHES; POWERS.—

As used in this section, unless the context clearly requires otherwise:

No bank holding company shall control a bank unless the bank is a bank as defined in s. 2(c) of the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. s. 1841(c).

No company that is not a bank holding company shall control a bank.

The office shall have the power to enforce the prohibitions of this section by seeking to enjoin any violation, by issuing cease and desist orders, by imposing administrative fines, or by any other remedies that are provided by law.

This section shall not prohibit the continued control of a bank by a company or bank holding company which controlled such bank on June 30, 1983, and has continuously controlled such bank since that date; provided, however, that such company or bank holding company shall not continue to control a bank which accepts deposits in Florida that are insured under the provisions of the Federal Deposit Insurance Act, as amended, 12 U.S.C. ss. 1811 et seq., of any type other than those which the bank accepted on or before March 22, 1984.

When not in direct conflict with or superseded by specific provisions of the financial institutions codes, the provisions of the Florida Business Corporation Act, chapter 607, shall extend to state banks and trust companies formed under the financial institutions codes. This section shall be liberally construed to accomplish the purposes stated herein.

Without limiting the generality of subsection (1), stockholders, directors, and committees of state banks and trust companies may hold meetings in any manner permitted by chapter 607, and any action by stockholders, directors, or committees required or permitted to be taken at a meeting may be taken without a meeting in any manner provided or permitted by chapter 607.

The board of directors of a bank or trust company must consist of at least five directors, each of whom must be elected, except in cases in which a director must be appointed to fill a vacancy. Elections are to be held at the annual meeting of stockholders or at a special meeting; however, if authorized by the articles of incorporation, a majority of the full board of directors may, at any time during the year following the annual meeting of shareholders, increase the number of directors of the bank or trust company by not more than two and appoint persons to fill the resulting vacancies.

Not less than a majority of the directors must, during their whole term of service, be citizens of the United States, and at least three-fifths of the directors must have resided in this state for at least 1 year preceding their election and must be residents therein during their continuance in office. In the case of a bank or trust company with total assets of less than $150 million, at least one, and in the case of a bank or trust company with total assets of $150 million or more, two of the directors who are not also officers of the bank or trust company must have had at least 1 year of direct experience as an executive officer, regulator, or director of a financial institution within the last 3 years.

Within 30 days following the annual meeting or any other meeting at which directors or officers are elected, the bank or trust company must submit to the office the names and residence addresses of those persons on a form adopted by the commission and provided by the office.

Each director, upon assuming office, must acknowledge that he or she is familiar with his or her responsibilities as a director and that he or she will diligently and honestly administer the affairs of the bank or trust company and will not knowingly violate, or willfully permit to be violated, any of the provisions of the financial institutions codes or pertinent rules of the commission. The signed copy of such oath must be filed with the office within 30 days after election.

The president, chief executive officer, or any other person, regardless of title, who has equivalent rank or leads the overall operations of a bank or trust company must have had at least 1 year of direct experience as an executive officer, director, or regulator of a financial institution within the last 3 years. This requirement may be waived by the office after considering the overall experience and expertise of the proposed officer and the condition of the bank or trust company, as reflected in the most recent regulatory examination report and other available data.

A bank or trust company shall issue its capital stock with par value of not less than $1 per share.

No bank or trust company shall issue any shares of capital stock at a price less than par value, and prior to issuance, any such shares must be fully paid in cash.

With the approval of the office, a bank or trust company may issue preferred stock of one or more classes in an amount and with a par value as approved by the office.

With the approval of the office, a bank or trust company may issue less than all the number of shares of any of its capital stock authorized by its articles of incorporation. Such authorized but unissued shares may be issued only for the following purposes:

Stock of the same class may not be issued or sold by the financial institution that creates different rights, options, warrants, or benefits among the purchasers or stockholders of that class of stock. Such prohibition does not restrict the financial institution from creating uniform restrictions on the transfer of stock as permitted in s. 607.0627.

After obtaining the approval of the majority of the board of directors, the majority of the holders of common stock of the bank, and the office and after complying with the provisions of s. 607.0624, any bank or trust company may, for the purpose of providing share options for or issuing warrants to one or more of its directors, officers, or employees, hold authorized but unissued, or purchase or otherwise acquire and hold, shares of its own capital stock in an amount not to exceed 20 percent of the total number of shares outstanding.

Any such bank or trust company may thereafter from time to time, without first offering such shares of stock to its stockholders, grant options or issue warrants to such of its directors, officers, and employees as may be authorized by the board of directors. A share option or warrant expires within 10 years after issuance and has an exercise price of not less than the greater of the fair market value as of the date the option is granted on such shares or the par value thereof as determined by the board of directors; however, if such shares are not publicly traded, the book value of such shares may be substituted for the fair market value.

Any bank or trust company may, from time to time, issue warrants to stockholders as authorized by the board of directors. A share option or warrant expires within 5 years after issuance and has an exercise price of not less than the greater of the fair market value as of the date the option is granted on such shares or the par value thereof as determined by the board of directors.

Upon the exercise of the option or warrant, the bank or trust company may sell and issue such shares to the optionee or warrant holder.

No state bank or trust company shall reduce its outstanding capital stock without first obtaining the approval of the office, and such approval shall be withheld if the reduction will cause the outstanding capital stock to be less than the minimum required pursuant to the financial institutions codes.

Any state bank or trust company may provide for an increase in its capital stock after filing a written notice at least 15 days prior to making such increase.

The directors of any bank or trust company, after charging off bad debts, depreciation, and other worthless assets if any, and making provision for reasonably anticipated future losses on loans and other assets, may quarterly, semiannually, or annually declare a dividend of so much of the aggregate of the net profits of that period combined with its retained net profits of the preceding 2 years as they shall judge expedient, and, with the approval of the office, any bank or trust company may declare a dividend from retained net profits which accrued prior to the preceding 2 years, but each bank or trust company shall, before the declaration of a dividend on its common stock, carry 20 percent of its net profits for such preceding period as is covered by the dividend to its surplus fund, until the same shall at least equal the amount of its common and preferred stock then issued and outstanding. No bank or trust company shall declare any dividend at any time at which its net income from the current year combined with the retained net income from the preceding 2 years is a loss or which would cause the capital accounts of the bank or trust company to fall below the minimum amount required by law, regulation, order, or any written agreement with the office or a state or federal regulatory agency. A bank or trust company may, however, split up or divide the issued shares of capital stock into a greater number of shares without increasing or decreasing the capital accounts of the bank or trust company, and such shall not be construed to be a dividend within the meaning of this section.

A bank that has been determined to be imminently insolvent may not pay a dividend.

“Constituent bank or trust company” means a bank or a state trust company which is a party to a merger.

“Merger” includes consolidation.

“Resulting bank or trust company” means the consolidated bank or state trust company which is, or is to be, carrying on business upon completion of a consolidation; and, in the case of a merger, means the bank or state trust company into which the other constituent banks or trust companies are, or are to be, merged.

“Successor institution” means a banking corporation or a trust company organized under the laws of this state to which the office has not issued a certificate of authorization, as provided in s. 658.25, to conduct a banking business or trust business, the sole purpose of the organization of which is to facilitate a plan of merger, reorganization, or consolidation.

Upon filing of an application with the office by the constituent banks or trust companies, and upon approval by the office, banks and state trust companies may be merged with a resulting state bank or state trust company, as prescribed in this code, except that the action by a constituent national bank shall be taken in the manner prescribed by, and shall be subject to, any limitations or requirements imposed by any law of the United States applicable thereto, which shall also govern the rights of its dissenting shareholders; and the terms and provisions of the plan of merger and merger agreement required by s. 658.42, as they relate to a constituent national bank, shall conform with such federal laws. The application shall be accompanied by a plan of merger and merger agreement as provided in s. 658.42.

Nothing in the law of this state shall restrict the right of a state bank or state trust company to merge with a resulting national bank. In such case the action to be taken by a constituent state bank or state trust company, and its rights and liabilities and those of its shareholders, shall be the same as those prescribed for constituent national banks at the time of the action by the applicable law of the United States and not by the law of this state.

If the resulting bank or trust company will be a state bank or a state trust company, the constituent banks or trust companies shall adopt a plan of merger and merger agreement stating the method, terms, and conditions of the merger, including the rights of the stockholders of each constituent bank or trust company and all agreements concerning the merger. The board of directors of each constituent bank or trust company shall, by a majority of the entire board, approve the plan of merger and merger agreement which shall contain:

In connection with the organization of a successor institution, a showing and finding of public convenience and advantage for the organization of a new state bank or state trust company is not required; and the commission shall adopt special rules relating to the formation, organization, approval, and chartering of successor institutions which omit or waive such of the provisions of ss. 658.16-658.26 as are not essential to safeguard the public interest and the safety and soundness of state banks and state trust companies, but no certificate of authorization to conduct a banking business or trust business shall be issued to a successor institution unless a certificate of merger, as provided in s. 658.45, is issued pursuant to the plan of merger and merger agreement. However, nothing in this subsection shall be construed as waiving or otherwise impairing the public-interest requirement in s. 658.43(3)(d).

After approval by the board of directors of each constituent bank or trust company, the plan of merger and merger agreement shall be submitted to the office for approval, together with a certified copy of the authorizing resolutions of the board of directors of each constituent state bank or state trust company showing approval by a majority of the entire board of directors of each such state bank or state trust company, and evidence of proper action by the board of directors of any constituent national bank.

Without approval by the office, no asset shall be carried on the books of the resulting state bank or state trust company at a valuation higher than that on the books of the constituent bank or trust company at the time of the last examination by a state or national bank or trust company examiner before the effective date of the merger.

The office shall approve the plan of merger and merger agreement if it appears that:

If the office disapproves a plan of merger or merger agreement, it shall state its objections and, the provisions of chapter 120 notwithstanding, give an opportunity to the constituent banks, trust companies, or banks and trust companies to amend the plan of merger and merger agreement to obviate such objections.

If the resulting state bank is not to have trust powers, the office shall not approve a merger until adequate provision has been made for successors to fiduciary positions held by any constituent trust company or any constituent bank.

Approval by the office, by final order or otherwise, of a plan of merger or merger agreement shall be deemed subject to approval of the plan of merger and merger agreement by the stockholders of each constituent bank or trust company as provided in s. 658.44(1) and shall also be deemed subject to approval of the merger and the plan of merger and merger agreement by each appropriate federal regulatory agency. Unless all such approvals have been obtained and proper evidence thereof submitted to the office within 6 months after the approval by the office, the approval by the office of the plan of merger and merger agreement shall be deemed to be revoked and terminated; however, the office on its own motion, or at the request of the constituent banks or trust companies for good cause shown, may extend the time for a period not exceeding 6 months.

No merger with a resulting state bank or trust company shall take place or be effective without the issuance by the office of a certificate of merger.

The office shall not issue a certificate of merger to a resulting state bank or trust company unless the plan of merger and merger agreement, as adopted by a majority of the entire board of directors of each constituent bank or trust company, and as approved by each appropriate federal regulatory agency and by the office, has been approved:

Approval by the stockholders of a constituent bank or trust company of a plan of merger and merger agreement shall constitute the adoption by the stockholders of the articles of incorporation of the resulting state bank or state trust company as set forth in the plan of merger and merger agreement.

Written notice of the meeting of, or proposed written consent action by, the stockholders of each constituent state bank or state trust company shall be given to each stockholder of record, whether or not entitled to vote, and whether the meeting is an annual or a special meeting or whether the vote is to be by written consent pursuant to s. 607.0704, and the notice shall state that the purpose or one of the purposes of the meeting, or of the proposed action by the stockholders without a meeting, is to consider the proposed plan of merger and merger agreement. Except to the extent provided otherwise with respect to stockholders of a resulting bank or trust company pursuant to subsection (7), the notice shall also state that dissenting stockholders, including stockholders not entitled to vote but dissenting under paragraph (c), will be entitled to payment in cash of the value of only those shares held by the stockholders:

Hereinafter in this section, the term “dissenting shares” means and includes only those shares, which may be all or less than all the shares of any class owned by a stockholder, described in paragraphs (a), (b), and (c).

On or promptly after the effective date of the merger, the resulting state bank or trust company, or a bank holding company which, as set out in the plan of merger or merger agreement, is offering shares rights, obligations, or other securities or property in exchange for shares of the constituent banks or trust companies, may fix an amount which it considers to be not more than the fair market value of the shares of a constituent bank or trust company and which it will pay to the holders of dissenting shares of that constituent bank or trust company and, if it fixes such amount, shall offer to pay such amount to the holders of all dissenting shares of that constituent bank or trust company. The amount payable pursuant to any such offer which is accepted by the holders of dissenting shares, and the amount payable to the holders of dissenting shares pursuant to an appraisal, shall constitute a debt of the resulting state bank or state trust company.

The owners of dissenting shares who have accepted an offer made pursuant to subsection (3) shall be entitled to receive the amount so offered for such shares in cash upon surrendering the stock certificates representing such shares at any time within 30 days after the effective date of the merger, and the owners of dissenting shares, the value of which is to be determined by appraisal, shall be entitled to receive the value of such shares in cash upon surrender of the stock certificates representing such shares at any time within 30 days after the value of such shares has been determined by appraisal made on or after the effective date of the merger.

The fair value, as defined in s. 607.1301(4), of dissenting shares of each constituent state bank or state trust company, the owners of which have not accepted an offer for such shares made pursuant to subsection (3), shall be determined pursuant to ss. 607.1326-607.1331 except as the procedures for notice and demand are otherwise provided in this section as of the effective date of the merger.

Upon the effective date of the merger, all the shares of stock of every class of each constituent bank or trust company, whether or not surrendered by the holders thereof, shall be void and deemed to be canceled, and no voting or other rights of any kind shall pertain thereto or to the holders thereof except only such rights as may be expressly provided in the plan of merger and merger agreement or expressly provided by law.

The provisions of subsection (6) and, unless agreed by all the constituent banks and trust companies and expressly provided in the plan of merger and merger agreement, subsections (3), (4), and (5) are not applicable to a resulting bank or trust company or to the shares or holders of shares of a resulting bank or trust company the cash, shares, rights, obligations, or other securities or property of which, in whole or in part, is provided in the plan of merger or merger agreement to be exchanged for the shares of the other constituent banks or trust companies.

The stock, rights, obligations, and other securities of a resulting bank or trust company may be issued as provided by the terms of the plan of merger and merger agreement, free from any preemptive rights of the holders of any of the shares of stock or of any of the rights, obligations, or other securities of such resulting bank or trust company or of any of the constituent banks or trust companies.

After approval of the plan of merger and merger agreement by the stockholders as provided in subsection (1), there shall be filed with the office, within 30 days after the time limit in s. 658.43(5), a fully executed counterpart of the plan of merger and merger agreement as so approved if it differs in any respect from any fully executed counterpart thereof theretofore filed with the office, and copies of the resolutions approving the same by the stockholders of each constituent bank or trust company, certified by the president, or chief executive officer if other than the president, and the cashier or corporate secretary of each constituent bank or trust company, respectively, with the corporate seal impressed thereon.

Promptly upon compliance with the provisions of s. 658.44(9), the office shall issue to the resulting bank a certificate of merger setting forth the name of each constituent bank and trust company, the name of the resulting bank or trust company, and the effective date of the merger which, unless the office for good cause determines otherwise, shall be the date requested by the resulting bank if such request was made at the time of compliance with the requirements of s. 658.44(9), but not later than 3 months after the date of such compliance. On the effective date of the merger, the charters and franchises of the constituent banks and trust companies, other than the resulting bank or trust company, shall be deemed terminated and surrendered. The certificate of merger shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places and may be recorded in any office for the recording of deeds.

The corporate existence of each of the constituent banks or trust companies shall be merged into and continue in the resulting bank or trust company, and such resulting bank or trust company shall be deemed to be the same bank or trust company as each constituent bank and trust company participating in the merger. All rights, franchises, property, and other interests of the individual constituent banks, and all obligations and liabilities thereof, shall be transferred to, be vested in, and become the obligations of the resulting bank or trust company by virtue of the merger, without any deed or other instrument of transfer.

The resulting bank or trust company shall have the right to use the name of any constituent bank or trust company in or in connection with any specific action, proceeding, or transaction when convenience will be served thereby and doing so will not confuse or mislead any party to any such action, proceeding, or transaction. Any reference to any constituent bank in any order of court or in any action, proceeding, will, contract, or other writing or other reference of any kind, whether made or taking effect before or after the merger, shall be deemed a reference to the resulting bank, unless that result would be clearly in conflict with the provisions constituting the context of such reference.

LOANS; GENERAL LIMITATIONS.—

LOANS TO EXECUTIVE OFFICERS, DIRECTORS, AND THEIR RELATED INTERESTS.—No bank shall extend credit, including the granting of a line of credit, to any of its executive officers or directors, or any related interest of that person, that, when aggregated with the amount of all other extensions of credit to that person and any related interest of that person, exceeds $25,000, unless the extension of credit has been approved in advance by a majority of the entire board of directors, with the interested party abstaining from participating, directly or indirectly, in the deliberations or voting. Such approval must be granted not more than 1 year prior to the time when such credit is extended.

LOANS TO OTHER PERSONS.—No bank shall extend credit, including the granting of a line of credit, to any other person not included in subsection (2), including any related interest of that person, that, when aggregated with the amount of all other extensions of credit to that person and any related interest of that person, exceeds 15 percent of the capital accounts of the lending bank, unless the extension of credit has been approved in advance by a majority of the entire board of directors or an authorized committee thereof not more than 1 year prior to the time when such credit is extended.

RELATED INTERESTS.—As used in this section, the term “related interest” means, with respect to any person, any partnership, corporation, or other business organization controlled by that person. A corporation is controlled by a person who:

SPECIAL PROVISIONS.—

APPLICABILITY OF LOAN LIMITATIONS.—The loan limitations otherwise provided in this section do not apply to:

APPROVAL BY BOARD.—The requirements of this section concerning approval of lending activities by the board of directors or an authorized committee therefrom have been met only when such approvals are recorded in the formal minutes of the actions of the board and its committees by name of borrower, amount of loan, maturity of loan, and general type of collateral. If, at the time of approval of a line of credit, such information is not available, the name of the borrower and the amount of the approved line of credit shall be recorded in the minutes. Any action required by this section to be taken by the board of directors or an authorized committee therefrom may be taken pursuant to s. 607.0820(4) if the minutes of the proceedings of the board or of the committee reflect such action and each director taking such action signs the minutes reflecting such action at the next regular meeting of the board or committee attended by such director.

LIABILITY OF OFFICERS AND DIRECTORS.—Officers and directors are personally liable, jointly and severally, for any loss that may be occasioned by any willful violation of this section.

When a bank’s capital has been diminished by losses so that its ability to honor legally binding written loan commitments is impaired, the office may approve limited expansion of the lending limitations set forth in this section.

IMMINENTLY INSOLVENT BANK.—When the office has determined that a state bank is imminently insolvent, the bank may not make any new loans or discounts other than by discounting or purchasing bills of exchange payable at sight.

FEDERAL RESTRICTIONS AND LIMITATIONS.—Nothing in this section shall be construed as expanding, enlarging, or otherwise affecting any lending limits, restrictions, or procedures now provided by federal law applicable to state banks in conjunction with any loan or loans to any borrower or class of borrowers.

Any bank shall have the power, in addition to such other powers as it may have, to make loans or other extensions of credit, the principal amount of which does not exceed $50,000, and charge interest calculated by any method on the principal amount at a rate not exceeding the equivalent of 18 percent per annum simple interest determined and computed as provided in s. 687.03(3), except that, notwithstanding the foregoing and the laws of this state governing interest and usury, the following additional charges may be made:

The privileges conferred by paragraphs (1)(a) and (b) shall not extend to any bank which charges a penalty or delinquency charge in excess of 5 percent of the amount of any payment or payments in default or which refuses to rebate unearned interest or discount when the borrower repays the loan in full before the due date of the final installment. On any loan in which the interest is precomputed, the amount of such rebate shall be determined by the sum-of-the-digits method or the actuarial method.

Any charges in excess of the combined total of all charges authorized and permitted by subsection (1) shall constitute a violation of chapter 687 governing interest and usury, and the penalties of chapter 687 shall apply.

As amended by chapter 79-592, Laws of Florida, chapter 79-274, Laws of Florida, which amended this section:

In making collateralized commercial loans secured by accounts, contract rights, or other receivables, any bank may charge and collect audit charges in addition to interest. All such audit charges shall be excluded from interest in determining compliance with chapter 687, relating to interest and usury.

For purposes of this section, “audit charges” means all charges payable to the bank or any of its affiliates for auditing, verifying, or otherwise evaluating accounts, contract rights, or other receivables prior to or during the term of the collateralized commercial loan. The amount of the charges shall be determined by written agreement between the borrower and the bank or any such affiliate. The parties may, without limitation, establish audit charges as a percentage of the total amount of receivables outstanding from time to time.

Nothing contained in this section shall:

Banks may make loans known and described as “commodity loans” on the obligations of any person, firm, copartnership, association, or corporation, in the form of notes or drafts secured by shipping documents, warehouse receipts, or other such documents transferring or securing title covering readily marketable nonperishable staples when such property is fully covered by insurance if it is customary to insure such staples, in the following percentages of the capital accounts of the bank:

The increased loan limitation provided by this section shall not apply to obligations of any one person, firm, copartnership, association, or corporation arising from the same transaction or secured upon the identical staples for more than 10 months.

Subject to the limitations imposed by this chapter on the indebtedness of state banks and trust companies, a state bank or trust company may borrow money and issue evidences of indebtedness for a loan for temporary purposes in the usual course of its business.

A state bank may at any time, pursuant to action taken by its board of directors, and after obtaining the written approval of the office and the approval of stockholders holding not less than two-thirds of the outstanding stock of the bank entitled to vote, evidenced either in a writing signed by the stockholders or by vote at a legally called and held meeting of the stockholders, issue and sell convertible and nonconvertible capital notes and convertible and nonconvertible capital debentures having a final maturity of not more than 25 years from the date of issue, in such amounts and under such terms and conditions as shall be approved by the office. If deemed necessary by the office, reasonable provisions for the amortization of the principal amount thereof may be required. The principal amount of the capital notes and capital debentures is subject to the limitations imposed by this chapter on indebtedness of state banks and trust companies. Capital notes and capital debentures issued pursuant to the provisions of this subsection, and the claims of holders thereof, shall be subordinate to the claims of depositors and all other creditors of the issuing state bank, regardless of whether the claims of, or the liability of the issuing bank to, the depositors arose before or after the issuance of such capital notes or debentures, but shall be superior to the claims of shareholders for dividends, reserve profits, or other claims on account of shares of capital stock held by them. The holders of the capital notes and the holders of the capital debentures shall not be held individually responsible as such holders for any debts, contracts, or engagements of the issuing state bank and shall not be liable for assessments.

No state bank or trust company shall at any time be indebted, or in any way liable, to an amount exceeding the amount of its unimpaired capital stock plus 50 percent of the amount of its unimpaired surplus fund and unimpaired undivided profits fund, except on account of demands of the nature following:

Unrepaid proceeds of sales of capital notes and capital debentures, as provided herein, shall be considered as a part of the aggregate amount of capital and surplus in computing loan and investment limitations and in evaluating adequacy of capital of the issuing bank if the issuing bank is not in default thereunder.

Subordinated debt may not be sold, bartered, or exchanged at the main office or branch office or in any other premise of the bank or trust company.

Banks shall be depositories of public moneys; they may also be employed as financial agents of the state and its political subdivisions, and they shall perform such reasonable duties as such depositories and financial agents as may be required of them. Banks so designated shall give satisfactory security for the safekeeping and prompt payment of the public moneys deposited with them and for the faithful performance of their duties as financial agents of the state and its political subdivisions as provided in chapter 280. A bank or trust company may also pledge its assets to:

Notwithstanding any other provision of this section or the provisions of any other law requiring security for deposits of funds in the form of surety bond, in the form of the deposit or pledge of securities, or in any other form, security for such deposits shall not be required to the extent that such deposits are insured under the provisions of the Federal Deposit Insurance Act, as now or hereafter amended. Recognition is accorded to the custom and usage, and its practicality, of the deposit or pledge of securities by banks, as security for deposits, in an aggregate amount which, because of the fluctuation from time to time of the aggregate amount of the deposits secured thereby, may at times be in an amount in excess of the required amount of such security without withdrawing and redepositing securities with each decrease and increase of the aggregate amount of deposits secured thereby. In order to effectuate the provisions of the first sentence of this subsection, whenever the amount of securities deposited or pledged exceeds the amount required for the deposits secured thereby, securities in an amount equal to such excess shall, for all purposes and laws, while such excess exists be, and be treated as, freed and discharged from such deposit and pledge even though not physically withdrawn or removed from such deposit or pledge. However, such excess securities which are not physically withdrawn or removed from deposit or from the pledge thereof shall immediately and automatically, for all purposes and laws, be, and be treated as, redeposited and repledged at such time or times as, and to the extent that, there is an increase in the amount of security required for funds deposited with the bank.

Any notes, bonds, or other securities, other than shares of stock, in which a state bank is authorized by law to invest any of its funds shall be accepted as satisfactory security for the deposit of funds, for the safekeeping and prompt payment of moneys deposited, for the faithful performance of duties as fiscal or financial agent, and for any other purpose for which security is required, whether such moneys so deposited be funds of or under the control of, or the security is required by, the state or any political subdivision thereof or any officer of the state or any political subdivisions thereof or whether the security is required by any other law. The provisions of this subsection shall be cumulative and shall not be subject to the restrictions or the provisions of any other law relating to the type, characteristics, or form of securities acceptable or required in connection with deposits of any public or other funds or the qualification of depositories therefor, or acceptable or required by any law.

Such bank does not take deposits, either directly or indirectly, from any source whatsoever by use of the remote financial service unit or associated system;

Such bank by itself or in conjunction with another is not, directly or indirectly, the owner of, nor does it hold title to or rent or control the use of, the remote financial service unit or that part of the associated system that is within the state; and

The remote financial service unit or associated system:

INVESTMENTS NOT SUBJECT TO LIMITATION.—A bank or trust company may invest without limitation in the following:

INVESTMENTS SUBJECT TO LIMITATION OF TWENTY-FIVE PERCENT OF TOTAL ASSETS.—Up to 25 percent of the total assets of the purchasing bank or trust company may be invested in the following:

INVESTMENTS SUBJECT TO LIMITATION OF TWENTY-FIVE PERCENT OF CAPITAL ACCOUNTS.—Up to 25 percent of the capital accounts of the purchasing bank or trust company may be invested in:

INVESTMENTS SUBJECT TO LIMITATION OF TEN PERCENT OR LESS OF CAPITAL ACCOUNTS.—

INVESTMENTS IN RELATED COMPANIES.—A bank or trust company may invest in the stock of incorporated companies to the extent hereinafter defined:

INVESTMENTS IN CORPORATIONS.—Up to an aggregate of 10 percent of the total assets of a bank may be invested in the stock, obligations, or other securities of subsidiary corporations or other corporations or entities, except that during the first 3 years of existence of a bank, such investments are limited to 5 percent of the total assets. Any bank whose aggregate investment on June 30, 1992, exceeds the limitation in this subsection has 5 years within which to achieve compliance; additional time may be approved by the office if the office finds that compliance with this subsection will result in more than a minimal loss to the bank. The commission may, by rule, further limit any type of investment made pursuant to this subsection if it finds that such investment would constitute an unsafe or unsound practice.

INVESTMENTS IN REAL ESTATE AND EQUIPMENT.—A bank or trust company may invest in real estate and equipment to the extent hereinafter defined:

INVESTMENTS IN PERSONAL PROPERTY.—A bank or trust company may own or lease personal property acquired upon the specific request and for the use of a customer and may incur such additional obligations as may be incident to becoming an owner and lessor of such property. In addition, a bank or trust company may purchase leases as provided by rules of the commission.

ACQUISITIONS OF PROPERTY AS SECURITY.—A bank or trust company may acquire property of any kind to secure, protect, or satisfy a loan or investment previously made in good faith, and such property shall be entered on the books of the bank or trust company and held and disposed of subject to the following conditions and limitations:

SPECIAL PROVISIONS.—

OTHER INVESTMENTS; SUBJECT TO APPROVAL.—A bank or trust company may make such other investments as the commission approves by rule.

Each state bank and state trust company shall pay to the office examination fees and assessments as follows:

Applications filed with the office shall be accompanied by payment of the following nonrefundable fees:

If, as a result of any application filed with the office, the office determines that an examination is necessary to assess the financial condition of any financial institution, the applying financial institution shall pay to the office a nonrefundable examination fee, pursuant to s. 655.045(1).

Any individual or entity other than a financial institution chartered in this state must pay to the office $25 for each “certificate of good standing” certifying that a state-chartered financial institution is licensed to conduct business in this state under the financial institutions codes. All such requests shall be in writing. The office shall waive this fee when the request is by a state or federal regulatory agency or law enforcement agency.

The amounts of all fees and assessments provided for in this section shall be deemed to be maximum amounts; and the commission has the authority to establish, by rule, and from time to time to change, fees and assessments in amounts less than the maximum amounts stated in this section.

Is insolvent or imminently insolvent; or

Is transacting its business in an unsound, unsafe, or unauthorized manner such that it is threatened with imminent insolvency,

Upon taking possession of a state bank or trust company pursuant to s. 658.79, the office shall appoint either a receiver to conserve the assets of the institution or a liquidator to liquidate the assets of the institution and wind up its affairs.

The Federal Deposit Insurance Corporation or any appropriate federal agency shall be appointed by the office as receiver or liquidator of any state bank, the deposits of which are to any extent insured by the corporation, and which shall have been closed by the office. Upon appointment, the corporation may act without bond as receiver or liquidator and shall have and possess all the powers and privileges provided by the laws of this state with respect to a receiver or liquidator, respectively, of such institution, its depositors and other creditors. If the corporation declines to accept the tendered appointment, the office may appoint and thereafter dismiss or replace such other receiver or liquidator as deemed necessary or advisable.

When the Federal Deposit Insurance Corporation or other appropriate federal agency is appointed receiver of the bank, it may proceed independently with the receivership pursuant to its rules and regulations.

Any other receiver appointed pursuant to s. 658.80 shall be subject to the supervision of the office and shall have the power to:

Within 30 days of her or his appointment, the receiver shall file a statement of condition of the bank or trust company with the office, in addition to such other interim reports as the office may require. Upon receipt of the report of condition, the office may:

When the Federal Deposit Insurance Corporation or other appropriate federal agency is appointed liquidator or makes a decision to liquidate a bank of which it has been appointed receiver, it may proceed independently with liquidation pursuant to its rules and regulations.

Any other liquidator appointed pursuant to s. 658.80 shall, subject to the supervision of the office, have the power to:

Such liquidator shall pay all moneys received to the Chief Financial Officer to be held as a special deposit for the use and benefit of the creditors subject to the order of the office and also shall make reports quarterly, or when called upon, to the office of all her or his acts and proceedings.

Any and all transfers of the notes, bonds, bills of exchange, or other evidences of debt owing to any bank or trust company or of deposits to its credit; all assignments of mortgages, securities, or real estate or of any judgments or decrees in its favor; all deposits of money, bullion, or other valuable thing for its use or for the use of any of its stockholders or creditors; and all payments of money to either, made after the commission of an act of insolvency or in contemplation thereof made with a view to the preference of one creditor to another shall be void.

Unsecured claims for payment against any financial institution shall have the following priority for any distribution made after July 3, 1992:

Except in any action brought by the office, no attachment, injunction, or execution shall be enforced against such financial institution or any of its property before final judgment in any suit, action, or proceeding in any state or federal court.

This section may be cited as the “Credit Card Bank Act.”

As used in this section, the term:

Subject to the provisions of this section and to the approval of the office, any domestic lender, foreign lender, or business organization may organize, own, and control a credit card bank on the terms and conditions provided in this section:

A credit card account between any domestic lender or credit card bank and a borrower, wherever the borrower’s place or residence, shall be governed solely by the laws of this state and federal law unless otherwise expressly agreed in writing by the parties. However, in no case shall such a writing by the parties supersede the interest rate provisions of s. 655.954. A domestic lender or credit card bank may, as specified in the written agreement governing a credit card account, modify terms or conditions of such credit card account upon prior written notice or such modification as specified by the terms of the agreement governing the credit card account or by the Truth in Lending Act (15 U.S.C. ss. 1601 et seq.). Any such notice provided by a domestic lender or credit card bank shall specify that the borrower has the right to surrender the credit card whereupon the borrower shall have the right to continue to pay off the borrower’s credit card account in the same manner and under the same terms and conditions as then in effect. The borrower’s failure to surrender the credit card prior to the modifications becoming effective shall constitute a consent to the modifications.

All credit card banks organized under the laws of this state shall be subject to the supervision, regulation, and examination of the office, and the office shall have all enforcement powers with respect thereto as are provided in the financial institutions codes.

The commission may adopt rules implementing the provisions of this section.

A credit card bank shall be subject to the provisions of the financial institutions codes except when any rights, powers, privileges, or provisions of the financial institutions codes are inconsistent with the rights, powers, privileges, provisions, or limitations of this section.

A credit card bank shall not be considered a “bank” for the purposes of ss. 658.27-658.296.