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2020 Florida Statutes
Chapter 663
INTERNATIONAL BANKING
INTERNATIONAL BANKING
CHAPTER 663
INTERNATIONAL BANKING
PART I
INTERNATIONAL BANKING CORPORATIONS(ss. 663.001-663.181)
PART II
INTERNATIONAL DEVELOPMENT BANKS(ss. 663.301-663.318)
PART III
INTERNATIONAL TRUST COMPANY REPRESENTATIVEOFFICES
(ss. 663.4001-663.416)
PART IV
QUALIFIED LIMITED SERVICE AFFILIATES OF INTERNATIONAL TRUSTENTITIES
(ss. 663.530-663.540)
PART I
INTERNATIONAL BANKING CORPORATIONS663.001 Purpose.
663.01 Definitions.
663.02 Applicability of the financial institutions codes.
663.021 Civil action subpoena enforcement.
663.03 Applicability of the Florida Business Corporation Act.
663.04 Requirements for carrying on financial institution business.
663.05 Application for license; approval or disapproval.
663.055 Capital requirements.
663.06 Licenses; permissible activities.
663.0601 After-the-fact licensure process in the event of the acquisition, merger, or consolidation of international banking corporations.
663.061 International bank agencies; permissible activities.
663.062 International representative offices; permissible activities.
663.063 International administrative offices.
663.064 International branches; permissible activities; requirements.
663.065 State-chartered investment companies; formation; permissible activities; restrictions.
663.07 Asset maintenance or capital equivalency.
663.08 Certification of capital accounts.
663.083 Lending limits.
663.09 Reports; records.
663.10 Conversion of license.
663.11 Termination of international banking corporation’s charter or authority.
663.12 Fees; assessments; fines.
663.13 Rules; exemption from statement of estimated regulatory costs requirements.
663.14 Foreign travel expenses.
663.16 Definitions; ss. 663.17-663.181.
663.17 Liquidation; possession of business and property; inventory of assets; wages; depositing collected assets; appointing agents; appointment of judges.
663.171 Liquidation; repudiation of contracts.
663.172 Liability on repudiation or termination of contracts.
663.173 Qualified financial contract; net obligation and net entitlement.
663.174 Repudiation; lease, lessee, or lessor; real or personal property.
663.175 Liquidation; continuation, stay, and injunction.
663.176 Liquidation; notice of possession.
663.177 Disposition of property held as bailee or depositary; opening of safe-deposit boxes; disposal of contents.
663.178 Claims; valuation; priority; listing; filing; objection; endorsement; adverse interest.
663.18 Fees.
663.181 Manner and time within which taking possession may be tested.
663.001 Purpose.—The purpose of this part is to establish a legal and regulatory framework for the conduct by international banking corporations of financial services business in this state. This part is intended to:
(1) Support the Florida operations of international banking corporations and promote the growth of international financial services to benefit the economy and consumers in this state.
(2) Provide for appropriate supervision and regulatory oversight to ensure that financial services activities of international banking corporations in this state are conducted responsibly and in a safe and sound manner.
History.—s. 3, ch. 2017-83.
663.01 Definitions.—As used in this part, the term:
(1) “Banking business” means receiving deposits, paying of checks or other instruments, making loans, or any other activity authorized in this chapter for an international banking corporation or its offices.
(2) “Credit balance” means any uninsured balance on one or more accounts of a nonresident or resident person or entity derived from the overseas transfer of funds and from the permissible activities of an international agency or international branch. A credit balance may be a demand balance or a term balance.
(3) “Foreign country” means a country other than the United States and includes any colony, dependency, or possession of such country notwithstanding any definitions in chapter 658, and any territory of the United States, including Guam, American Samoa, the Virgin Islands, and the Commonwealth of Puerto Rico.
(4) “International administrative office” means an office of an international banking corporation established in this state for the purpose of engaging in the activities described in s. 663.063(1).
(5) “International bank agency” means an office of an international banking corporation established in this state for the purpose of engaging in the activities described in s. 663.061.
(6) “International banking corporation” means a banking corporation organized and licensed under the laws of a foreign country. The term includes, without limitation, a foreign commercial bank, foreign merchant bank, or other foreign institution that engages in banking activities usual in connection with the business of banking in the country where such foreign institution is organized or operating, including a corporation: the sole shareholders of which are one or more international banking corporations or holding companies which own or control one or more international banking corporations which are authorized to carry on a banking business, or a central bank or government agency of a foreign country and any affiliate or division thereof; which has the power to receive deposits from the general public in the country where it is chartered and organized; and which is under the supervision of the central bank or other bank regulatory authority of such country. The term also includes foreign banks with fiduciary powers which conduct trust business as defined in the financial institutions codes.
(7) “International branch” means any office of an international banking corporation established in this state under s. 663.064.
(8) “International representative office” means an office of an international banking corporation organized and licensed under the laws of a foreign country that is established or maintained in this state for the purpose of engaging in the activities described in s. 663.062, or any affiliate, subsidiary, or other person that engages in such activities, on behalf of such international banking corporation, from an office located in this state.
(9) “Nonresident” means:
(a) An individual who resides in the United States for less than 183 days during a calendar year.
(b) A person, other than an individual, whose principal place of business or domicile is outside the United States and includes a person who conducts a majority of its business activities in a foreign country and any foreign government and its subdivision, agencies, and instrumentalities. Any person who conducts business in the United States is considered to have its principal place of business outside the United States if any one of the following requirements is satisfied for its most recent fiscal year:
1. Its assets located outside the United States exceed its assets located within the United States;
2. Its gross revenues generated outside the United States exceed its gross revenues generated within the United States; or
3. Its payroll expenses incurred outside the United States exceed its payroll expenses incurred within the United States.
(10) “State-chartered investment company” means a corporation organized under the laws of this state for the purpose of engaging in the activities described in s. 663.065.
History.—s. 1, ch. 77-157; ss. 82, 151, 152, ch. 80-260; ss. 1, 4, ch. 81-156; ss. 2, 3, ch. 81-318; s. 3, ch. 83-129; s. 3, ch. 83-265; ss. 33, 51, ch. 84-216; s. 1, ch. 91-307; ss. 1, 150, ch. 92-303; s. 2, ch. 97-109; s. 2, ch. 2010-9; ss. 1, 3, ch. 2016-192; s. 4, ch. 2017-83; s. 23, ch. 2018-111.
Note.—Former s. 659.67(1).
663.02 Applicability of the financial institutions codes.—
(1) International banking corporations having offices in this state are subject to all the provisions of the financial institutions codes as though such corporations were state banks, except where it may appear, from the context or otherwise, that such provisions are clearly applicable only to banks organized under the laws of this state or the United States. Without limiting the foregoing general provisions, it is the intent of the Legislature that the following provisions are applicable to such banks or trust companies: s. 655.031, relating to administrative enforcement guidelines; s. 655.032, relating to investigations, subpoenas, hearings, and witnesses; s. 655.0321, relating to hearings, proceedings, and related documents and restricted access thereto; s. 655.033, relating to cease and desist orders; s. 655.037, relating to removal by the office of an officer, director, committee member, employee, or other person; s. 655.041, relating to administrative fines and enforcement; s. 655.50, relating to the control of money laundering and terrorist financing; and any law for which the penalty is increased under s. 775.31 for facilitating or furthering terrorism. International banking corporations do not have the powers conferred on domestic banks by s. 658.60, relating to deposits of public funds. Chapter 687, relating to interest and usury, applies to all bank loans.
(2) Neither an international bank agency nor an international branch shall have any greater right under, or by virtue of, this section than is granted to banks organized under the laws of this state. Legal and financial terms used herein shall be deemed to refer to equivalent terms used by the country in which the international banking corporation is organized. This chapter and the financial institutions codes may not be construed to authorize any international banking corporation to conduct trust business, as defined in s. 658.12, from an office in this state except for those activities specifically authorized by s. 663.061(5).
History.—s. 1, ch. 77-157; ss. 83, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 4, ch. 83-129; s. 21, ch. 89-229; s. 1, ch. 91-307; ss. 1, 3, 151, ch. 92-303; s. 414, ch. 96-406; s. 5, ch. 97-109; s. 15, ch. 2001-64; s. 1815, ch. 2003-261; s. 130, ch. 2005-2; s. 3, ch. 2010-9; s. 25, ch. 2014-91; s. 5, ch. 2017-83.
Note.—Former s. 659.67(2).
663.021 Civil action subpoena enforcement.—
(1) Notwithstanding s. 655.059, an international representative office, international bank agency, international branch, or international administrative office established under this chapter is not required to produce a book or record pertaining to a deposit account, investment account, or loan of a customer of the international banking corporation’s offices that are located outside the United States or its territories in response to a subpoena if the book or record is maintained outside the United States or its territories and is not in the possession, custody, or control of the international banking corporation’s office, agency, or branch established in this state.
(2) This section applies only to a subpoena issued pursuant to the Florida Rules of Civil Procedure, the Federal Rules of Civil Procedure, or other similar law or rule of civil procedure in another state. This section does not apply to a subpoena issued by or on behalf of a federal, state, or local government law enforcement agency, administrative or regulatory agency, legislative body, or grand jury and does not limit the power of the office to access all books and records in the exercise of the office’s regulatory and supervisory powers under the financial institutions codes.
History.—s. 7, ch. 2015-64; s. 6, ch. 2017-83.
663.03 Applicability of the Florida Business Corporation Act.—Notwithstanding s. 607.01401(36), the provisions of part I of chapter 607 not in conflict with the financial institutions codes which relate to foreign corporations apply to all international banking corporations and their offices doing business in this state.
History.—s. 1, ch. 77-157; ss. 84, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 59, ch. 87-226; s. 184, ch. 90-179; s. 1, ch. 91-307; ss. 1, 152, ch. 92-303; s. 64, ch. 2014-209; s. 291, ch. 2019-90.
Note.—Former s. 659.67(3).
663.04 Requirements for carrying on financial institution business.—An international banking corporation or any affiliate, subsidiary, or other person or business entity acting as an agent for, on behalf of, or for the benefit of such international banking corporation who engages in such activities from an office located in this state, may not transact a banking or trust business, or maintain in this state any office for carrying on such business, or any part thereof, unless such corporation, affiliate, subsidiary, person, or business entity:
(1) Has been authorized by its charter to carry on a banking or trust business and has complied with the laws of the jurisdiction in which it is chartered.
(2) Has furnished to the office such proof as to the nature and character of its business and as to its financial condition as the commission or office requires.
(3) Has filed with the office a certified copy of that information required to be supplied to the Department of State by those provisions of part I of chapter 607 which are applicable to foreign corporations.
(4) Has received a license duly issued to it by the office.
(5) Has sufficient capital in accordance with the requirements of s. 663.055 and the rules adopted thereunder and is not imminently insolvent or insolvent, as those terms are defined in s. 655.005(1).
(6)(a) Is not in bankruptcy, conservatorship, receivership, liquidation, or similar status under the laws of any country.
(b) Is not operating under the direct control of the government, regulatory, or supervisory authority of the jurisdiction of its incorporation through government intervention or any other extraordinary actions.
(c) Has not been in such status or control at any time within the 3 years preceding the date of application for a license.
Notwithstanding paragraphs (a) and (b), the office may permit an international branch, international bank agency, international administrative office, or international representative office to remain open and in operation pursuant to s. 663.11(1)(b).
History.—s. 1, ch. 77-157; ss. 85, 151, 152, ch. 80-260; ss. 2, 4, ch. 81-156; ss. 2, 3, ch. 81-318; s. 5, ch. 83-129; s. 3, ch. 83-265; s. 1, ch. 91-307; ss. 1, 153, ch. 92-303; s. 1816, ch. 2003-261; s. 4, ch. 2010-9; s. 65, ch. 2014-209; s. 7, ch. 2017-83.
Note.—Former s. 659.67(4).
663.05 Application for license; approval or disapproval.—
(1) Every international banking corporation, before being licensed by the office to maintain any office in this state, shall subscribe and acknowledge, and submit to the office, an application which shall contain:
(a) The name of the international banking corporation.
(b) The proposed location by street and post office address and county where its business is to be transacted in this state and the name of the person who shall be in charge of the business and affairs of the office.
(c) The location where its initial registered office will be located in this state.
(d) The total amount of the capital accounts of the international banking corporation.
(e) A complete and detailed statement of its financial condition as of a date within 180 days prior to the date of such application, except that the office in its discretion may, when necessary or expedient, accept such statement of financial condition as of a date within 240 days prior to the date of such application. The office in its discretion may, when necessary or expedient, require an independent opinion audit or the equivalent satisfactory to the office.
(f) A listing of any occasion within the preceding 10-year period in which either the international banking corporation or any of its directors, executive officers, or principal shareholders has been arrested for, charged with, convicted of, or pled guilty or nolo contendere to, regardless of adjudication, any offense with respect to which the penalties include the possibility of imprisonment for 1 year or more, or to any offense involving money laundering, currency transaction reporting, facilitating or furthering terrorism, fraud, or otherwise related to the operation of a financial institution.
(2) The office shall disallow any illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section, and the existence of such illegally obtained resources shall be grounds for denial of the application for license.
(3) At the time an application is submitted to the office, the international banking corporation shall also submit a certificate issued by the banking or supervisory authority of the country in which the international banking corporation is chartered stating that the international banking corporation is duly organized and licensed and lawfully existing in good standing.
(4) Notwithstanding subsection (1), an international banking corporation that has operated an international branch, international bank agency, international administrative office, or international representative office in this state for a minimum of 3 years in a safe and sound manner, as defined by commission rule, and that is otherwise eligible to establish an additional office may establish one or more additional international branches, international bank agencies, international administrative offices, or international representative offices by providing an abbreviated application and paying the appropriate license fee pursuant to s. 663.12. This subsection does not permit an international banking corporation to file an abbreviated application for any license type whose permissible activities are broader than those in which the international banking corporation is currently authorized to engage.
(5) An application filed pursuant to this section must be made on a form prescribed by the commission and must contain such information as the commission or office requires.
(6) The office may, in its discretion, approve or disapprove the application, but it may not approve the application unless, in its opinion, the applicant meets each and every requirement of this part and any other applicable provision of the financial institutions codes. The office shall approve the application only if it has determined that the directors, executive officers, and principal shareholders of the international banking corporation are qualified by reason of their financial ability, reputation, and integrity and have sufficient banking and other business experience to indicate that they will manage and direct the affairs of the international banking corporation in a safe, sound, and lawful manner. In the processing of an application filed pursuant to this section, the time limitations under the Administrative Procedure Act do not apply as to approval or disapproval of the application. For applications filed on or after January 1, 2018, the time limitations for approval or disapproval of an application must be prescribed by rule of the commission.
(7) The office may not issue a license to an international banking corporation unless:
(a) It is chartered in a jurisdiction in which any financial institution licensed or chartered by any state or any federal bank regulatory agency in the United States may establish similar facilities or exercise similar powers; or
(b) Federal law permits the appropriate federal regulatory authority to issue a comparable license to the international banking corporation.
(8) The office may not issue a license to an international banking corporation for the purpose of operating:
(a) An international bank agency or an international branch in this state unless the corporation:
1. Holds an unrestricted license to receive deposits from the general public, as authorized for that international banking corporation, in the foreign country under the laws of which it is organized and chartered.
2. Has been authorized by the foreign country’s bank regulatory authority to establish the proposed international bank office.
3. Is adequately supervised by the central bank or bank regulatory agency in the foreign country in which it is organized and chartered.
(b) An international representative office or an international administrative office in this state unless the corporation:
1. Has been authorized by the foreign country’s bank regulatory authority to establish the proposed international bank office.
2. Is adequately supervised by the central bank or bank regulatory agency in the foreign country in which it is organized and chartered.
(9) The commission shall establish, by rule, the general principles which shall determine the adequacy of supervision of an international banking corporation’s foreign establishments. These principles shall be based upon the need for cooperative supervisory efforts and consistent regulatory guidelines and shall address, at a minimum, the capital adequacy, asset quality, management, earnings, liquidity, internal controls, audits, and foreign exchange operations and positions of the international banking corporation. This subsection does not require examination by the home-country regulatory authorities of any office of an international banking corporation in this state. The commission may also establish, by rule, other standards for approval of an application for a license as considered necessary to ensure the safe and sound operations of the international banking corporation in this state.
History.—s. 1, ch. 77-157; s. 1, ch. 79-145; ss. 86, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 23, 46, ch. 82-214; ss. 41, 58, ch. 85-82; s. 8, ch. 90-51; s. 1, ch. 91-307; ss. 1, 154, ch. 92-303; s. 1817, ch. 2003-261; s. 5, ch. 2010-9; s. 8, ch. 2017-83.
Note.—Former s. 659.67(5).
663.055 Capital requirements.—
(1) To qualify for a license under this part, the proposed capitalization of the international banking corporation must be in such amount as the office determines is necessary, taking into consideration the risk profile of the international banking corporation and the ability of the international banking corporation to operate a licensed office in a safe and sound manner. In making this determination, the office must consider the financial resources of the international banking corporation, including:
(a) The international banking corporation’s current and projected capital position, profitability, level of indebtedness, and business and strategic plans;
(b) The financial condition of any of the international banking corporation’s existing offices located in the United States;
(c) The minimum capital requirements of the international banking corporation’s home-country jurisdiction; and
(d) The capital ratio standards used in the United States and in the international banking corporation’s home-country jurisdiction.
(2) The proposed capitalization of the international banking corporation must be in such amount as the office deems adequate, but in no case may the total capital accounts of the international banking corporation be less than the minimum required under s. 658.21(2) to establish a state bank.
(3) The office may specify such other conditions as it determines are appropriate, considering the public interest and the need to maintain a safe, sound, and competitive banking system in this state.
(4) For the purpose of this part, the capital accounts of and capital ratio standards for an international banking corporation must be determined in accordance with rules adopted by the commission. In adopting such rules, the commission shall consider similar rules adopted by bank regulatory agencies in the United States and the need to provide reasonably consistent regulatory requirements for international banking corporations doing business in this state, as well as capital adequacy standards of an international banking corporation’s home-country jurisdiction.
History.—s. 155, ch. 92-303; s. 1818, ch. 2003-261; s. 6, ch. 2010-9; s. 9, ch. 2017-83.
663.06 Licenses; permissible activities.—
(1)(a) An international banking corporation licensed to operate an office in this state may engage in the business authorized by this part at the office specified in such license for an indefinite period.
(b) An international banking corporation may operate more than one licensed office, each at a different place of business, provided that each office is separately licensed.
(c) A license is not transferable or assignable. However, the location of a licensed office may be changed after notification of the office.
(d) Every such license must be, at all times, conspicuously displayed in the place of business specified therein.
(2) An international banking corporation which proposes to terminate the operations of a licensed office in this state shall surrender the license to the office and comply with such procedures as the commission may prescribe by rule.
(3) The license for any international banking corporation office in this state may be suspended or revoked by the office, with or without examination, upon its determination that the international banking corporation or the licensed office does not meet all requirements for original licensing. Additionally, the office shall revoke the license of any licensed office that the office determines has been inactive for 6 months or longer. The commission may by rule prescribe additional conditions or standards under which the license of an international bank agency, international branch, international representative office, or international administrative office may be suspended or revoked.
(4) In the event any such license is surrendered by the international banking corporation or is suspended or revoked by the office, all rights and privileges of the international banking corporation to transact the business thus licensed shall cease. The commission shall, by rule, prescribe procedures for the surrender of a license and for the orderly cessation of business by an international banking corporation in a manner which is not harmful to the interests of its customers or of the public.
(5) In addition to the activities in which it is expressly permitted to engage:
(a) An international branch may engage in any activities permissible for an international bank agency.
(b) An international bank agency may engage in any activities permissible for an international administrative office.
(c) An international administrative office may engage in any activities permissible for an international representative office.
History.—s. 1, ch. 77-157; s. 1, ch. 79-145; ss. 87, 151, 152, ch. 80-260; ss. 3, 4, ch. 81-156; s. 466, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 24, 46, ch. 82-214; s. 6, ch. 83-129; s. 3, ch. 83-265; ss. 42, 58, ch. 85-82; s. 35, ch. 88-201; s. 16, ch. 91-110; s. 1, ch. 91-307; ss. 1, 156, ch. 92-303; s. 13, ch. 97-30; s. 1819, ch. 2003-261; s. 7, ch. 2010-9; s. 10, ch. 2017-83.
Note.—Former s. 659.67(6).
663.0601 After-the-fact licensure process in the event of the acquisition, merger, or consolidation of international banking corporations.—If an international banking corporation proposes to acquire, merge, or consolidate with an international banking corporation that presently operates an international branch, international bank agency, international administrative office, or international representative office licensed in this state, the office may authorize the currently licensed international branch, international bank agency, international administrative office, or international representative office to remain open and in operation after consummation of the proposed acquisition, merger, or consolidation, if the acquiring international banking corporation files an after-the-fact application and all of the following conditions are met:
(1) The international banking corporation or corporations resulting from the acquisition, merger, or consolidation will not directly or indirectly own or control more than 5 percent of any class of the voting securities of, or control, a United States bank.
(2) Before consummation of the acquisition, merger, or consolidation, the international banking corporation currently licensed to operate an international branch, international bank agency, international administrative office, or international representative office in this state must provide the office at least 30 days’ advance written notice, as prescribed by rules adopted by the commission, of the proposed acquisition, merger, or consolidation.
(3) Before consummation of the acquisition, merger, or consolidation, each international banking corporation commits in writing that it will either:
(a) Comply with the conditions in subsections (1) and (2) and file an after-the-fact application for a license under s. 663.05(1) within 60 days after consummation of the proposed acquisition, merger, or consolidation; and refrain from engaging in new lines of business and from otherwise expanding the activities of such establishment in this state until the disposition of the after-the-fact license application, in accordance with chapter 120; or
(b) Promptly wind down and close any international branch, international bank agency, international administrative office, or international representative office in this state if the international banking corporations that are party to the acquisition, merger, or consolidation elect not to file an application for a license in accordance with paragraph (a); and, before such wind-down and closure, refrain from engaging in new lines of business or otherwise expanding the activities of such establishment in this state.
History.—s. 11, ch. 2017-83.
663.061 International bank agencies; permissible activities.—
(1) An international bank agency licensed under this part may make any loan, extension of credit, or investment which it could make if incorporated and operating as a bank organized under the laws of this state. An international bank agency may act as custodian and may furnish investment management, and investment advisory services authorized under rules adopted by the commission, to nonresident entities or persons whose principal places of business or domicile are outside the United States and to resident entities or persons with respect to international, foreign, or domestic investments. An international banking corporation that has an international bank agency licensed under the terms of this part is exempt from the registration requirements of s. 517.12. An international bank agency licensed by the office may engage in any activity permissible for an international administrative office or international representative office.
(2) An international bank agency may not receive deposits in this state except:
(a) Deposits from nonresident entities or persons whose principal places of business or domicile are outside the United States.
(b) Interbank deposits; interbank borrowing, or similar interbank obligations.
(c) International banking facility deposits as defined pursuant to s. 655.071. An international bank agency may maintain in this state, for the account of others, credit balances necessarily incidental to, or arising out of, the exercise of its lawful powers. Such credit balances may be disbursed by check or other draft; however, the commission shall, by rule, provide appropriate limitations upon third-party disbursements to ensure that credit balances are not functionally equivalent to demand deposits. In establishing the limitations, the commission may provide that such disbursement may not exceed an average of 20 checks or drafts per day.
(3) Notwithstanding any provision of this chapter or chapter 658 to the contrary, an international banking corporation licensed under this part to operate an international bank agency may, if authorized by rule of the commission or office order, make any loan or investment or exercise any power which it could make or exercise if it were operating in this state as a federal agency under federal law. The commission and office shall, when adopting such rules or issuing such orders, consider the public interest and convenience and the need to maintain a safe, sound, and competitive state banking system. Unless otherwise provided by statute, an international bank agency may not exercise any powers that a federal agency is not authorized to exercise.
(4) Notwithstanding the provisions of subsection (1), any international banking corporation organized and existing under the laws of any other state and licensed to operate an international bank agency may engage only in those activities permissible for an Edge Act corporation organized under s. 25(a) of the Federal Reserve Act, as amended, 12 U.S.C. ss. 611-632.
(5) With the prior authorization of the office pursuant to s. 660.26, an international bank agency may accept appointments as trustee by nonresident persons or entities and may exercise trust powers with respect to such fiduciary accounts. Except for the foregoing limitation, the trust activities of an international bank agency shall be subject to the same requirements and may be conducted in the same manner as the trust business of a state trust company or state bank with trust powers.
History.—s. 157, ch. 92-303; s. 1820, ch. 2003-261; s. 8, ch. 2010-9; s. 12, ch. 2017-83.
663.062 International representative offices; permissible activities.—An international representative office may promote or assist the deposit-taking, lending, or other financial or banking activities of an international banking corporation. An international representative office may serve as a liaison in Florida between an international banking corporation and its existing and potential customers. Representatives and employees based at such office may solicit business for the international banking corporation and its subsidiaries and affiliates, provide information to customers concerning their accounts, answer questions, receive applications for extensions of credit and other banking services, transmit documents on behalf of customers, and make arrangements for customers to transact business on their accounts, but a representative office may not conduct any banking or trust business in this state. An international representative office of an international banking corporation that has fiduciary powers may engage in the international trust representative office activities enumerated in s. 663.409.
History.—s. 158, ch. 92-303; s. 9, ch. 2010-9; s. 13, ch. 2017-83.
663.063 International administrative offices.—
(1) Subject to the provisions of this part, any international banking corporation may establish offices in this state for the purposes of:
(a) Administering personnel and operations;
(b) Engaging in data processing or recordkeeping activities; and
(c) Negotiating, approving, or servicing loans or extensions of credit and investments.
(2) An office established pursuant to this section may engage only in those activities set forth in subsection (1) and the activities permissible for an international representative office pursuant to s. 663.062.
History.—s. 10, ch. 83-129; s. 1, ch. 91-307; ss. 1, 159, ch. 92-303; s. 14, ch. 2017-83.
663.064 International branches; permissible activities; requirements.—
(1) An international banking corporation that meets the requirements of ss. 658.26, 663.04, and 663.05 may, with the approval of the office, establish one or more branches in this state. The operations of an international branch shall be conducted pursuant to requirements determined by the office as necessary to ensure compliance with the provisions of the financial institutions codes, including requirements for the maintenance of accounts and records separate from those of the international banking corporation of which it is a branch.
(2) An international branch has the same rights and privileges as a federally licensed international branch. The permissible deposits of an international branch must be determined in accordance with rules adopted by the commission. In adopting such rules, the commission shall consider the similar deposit-taking authority of a federally licensed international branch and the need to provide reasonably consistent regulatory requirements for international banking corporations doing business in this state.
(3) An international branch licensed by the office may engage in any activity permissible for an international bank agency, international administrative office, or international representative office.
History.—s. 160, ch. 92-303; s. 1821, ch. 2003-261; s. 11, ch. 2010-9; s. 15, ch. 2017-83.
663.065 State-chartered investment companies; formation; permissible activities; restrictions.—
(1) With the approval of the office, a Florida corporation may be formed for the purpose of engaging in international banking, lending, and other financial activities. A state-chartered investment company established pursuant to this section shall engage directly in only those activities permissible for an Edge Act corporation organized under s. 25(a) of the Federal Reserve Act, as amended.
(2) Subject to the prior approval of the office and to such limitations as the commission prescribes by rule, a state-chartered investment company may invest in the shares of and may own or control an Edge Act corporation or an international banking corporation and may establish and operate branches, representative offices, and similar banking facilities in foreign countries.
(3) An application for approval to organize a state-chartered investment company shall be subject to the provisions of chapter 658 relating to the organization of de novo financial institutions and to rules adopted by the commission as necessary to ensure that the proposed state-chartered investment company will be operated in a safe and lawful manner, except that the applicant is not required to become a member of the Federal Reserve System or the Federal Deposit Insurance Corporation. State-chartered investment companies shall be subject to the examination and supervision of the office and are subject to the financial institutions codes to the same extent as international banking corporations pursuant to s. 663.02.
History.—s. 161, ch. 92-303; s. 1822, ch. 2003-261; s. 12, ch. 2010-9.
663.07 Asset maintenance or capital equivalency.—
(1) Each international bank agency and international branch shall:
(a) Maintain with one or more banks in this state, in such amounts as the office specifies, evidence of dollar deposits or investment securities of the type that may be held by a state bank for its own account pursuant to s. 658.67. The aggregate amount of dollar deposits and investment securities for an international bank agency or international branch shall, at a minimum, equal the greater of:
1. Four million dollars; or
2. Seven percent of the total liabilities of the international bank agency or international branch excluding accrued expenses and amounts due and other liabilities to affiliated branches, offices, agencies, or entities; or
(b) Maintain other appropriate reserves, taking into consideration the nature of the business being conducted by the international bank agency or international branch.
The commission shall prescribe, by rule, the deposit, safekeeping, pledge, withdrawal, recordkeeping, and other arrangements for funds and securities maintained under this subsection. The deposits and securities used to satisfy the capital equivalency requirements of this subsection shall be held, to the extent feasible, in one or more state or national banks located in this state or in a federal reserve bank.
(2) If on the last business day of any month, the monthly average capital equivalency ratio is less than 7 percent, the international bank agency or international branch shall increase its deposits or investment securities with a depository bank within 7 days of the end of the month in which the deficiency occurred.
(3) In lieu of the requirements of subsection (1), the commission may, by rule, permit an international bank agency or international branch to hold, in this state, assets which bear such relationships as the commission by rule prescribes to the aggregate liabilities of the international bank agency or international branch payable in this state or resulting from its operations. The amount of such assets shall be equal to at least $4 million or 107 percent of the amount of such liabilities, whichever is greater; however, the office by order may reduce the required amount of assets to not less than 100 percent of the amount of such liabilities. When issuing any such order, the office shall take into account the objective of maintaining a sound banking system in this state. The assets shall be maintained as cash on hand; as deposits or placements with other banks, including the total amount of any reserves deposited at a federal reserve bank; as cash items in process of collection; as earning assets such as federal funds sold, bonds, notes, debentures, drafts, bills of exchange, acceptances, loan participation certificates, or other evidences of indebtedness payable in the United States or in United States funds or in funds freely convertible into United States funds; in such other form as the commission specifies by rule; or in any combination of the foregoing.
(4) If on the last business day of any month, the monthly average asset maintenance ratio is less than 107 percent, the international bank agency or international branch shall correct the deficiency by accumulating within the first 7 business days of the end of the month sufficient eligible assets to increase the average eligible assets to 107 percent of the average liabilities requiring cover.
(5) The term “assets” as used in this section excludes accrued income and amounts due from other offices or branches of, and wholly owned, except for a nominal number of directors’ shares, subsidiaries of the international banking corporation in question. The term “liabilities” as used in this section excludes accrued expenses and amounts due and other liabilities to branches, offices, agencies, and wholly owned, except for a nominal number of directors’ shares, subsidiaries of the international banking corporation in question, and such other liabilities as the commission specifies by rule. International banking facility deposits, borrowings, and extensions of credit are excluded from the total liabilities and total assets of an international bank agency or international branch unless the office determines that inclusion of international banking facility deposits, borrowings, and extensions of credit is necessary to ensure the maintenance of a sound financial condition, protect depositors, creditors, and the public interest, and maintain public confidence in the business of the international bank agency or international branch.
(6) For the purposes of this section, the office shall value marketable securities at book value; shall have the right to determine the value of any nonmarketable bond, note, debenture, draft, bill of exchange, or other evidence of indebtedness or of any other obligation held by or owed to the international banking corporation in this state; and, in determining the amount of assets for the purpose of computing the above ratio of assets to liabilities, shall have the power to exclude any particular assets.
(7) Notwithstanding the limitations of s. 658.67, the commission may by rule authorize, and may specify conditions and limits on, the use of securities issued by foreign governments or government-sponsored entities, or by an international banking corporation for the purpose of satisfying the capital equivalency or asset maintenance requirements of this section. However, any such securities shall be payable in funds freely convertible into United States funds, and the amount of such securities deposited or held for the purposes of this section shall not exceed 25 percent of the required amount.
(8) Regardless of whether an international bank agency or international branch complies with the requirements of this section pursuant to subsection (1) or subsection (3), if, by reason of the existence, or the potential occurrence, of unusual or extraordinary circumstances, the office finds it necessary or desirable for maintaining a sound financial condition, protecting creditors and the public interest, and maintaining public confidence in the business of the international bank agency or international branch it may by order require such international bank agency or international branch to deposit cash or eligible securities with a bank or trust company located in this state, or to hold in this state assets acceptable to the office in an aggregate amount that bears such relationship as the office prescribes to the aggregate liabilities of the international bank agency or international branch.
(9) Each international bank agency shall file such reports with the office as the commission, by rule, requires to determine compliance with the provisions of this section.
History.—s. 1, ch. 77-157; s. 1, ch. 79-145; s. 257, ch. 79-400; ss. 88, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 25, 46, ch. 82-214; s. 7, ch. 83-129; s. 1, ch. 91-307; ss. 1, 163, ch. 92-303; s. 3, ch. 97-109; s. 1823, ch. 2003-261.
Note.—Former s. 659.67(7).
663.08 Certification of capital accounts.—Before opening an office in this state, and annually thereafter so long as a bank office is maintained in this state, an international banking corporation licensed pursuant to ss. 663.01-663.14 shall certify to the office the amount of its capital accounts, expressed in the currency of the jurisdiction of its incorporation. The dollar equivalent of these amounts, as determined by the office, shall be deemed to be the amount of its capital accounts. The annual certification of capital accounts must be received by the office on or before June 30 of each year.
History.—s. 1, ch. 77-157; ss. 89, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 8, ch. 83-129; s. 1, ch. 91-307; ss. 1, 164, ch. 92-303; s. 1824, ch. 2003-261; s. 6, ch. 2015-64.
Note.—Former s. 659.67(8).
663.083 Lending limits.—
(1) The commission shall by rule prescribe the limits of drafts or bills of exchange which an international bank agency or branch may accept relative to the capital accounts of the international banking corporation. These limits shall take into account all transactions which are included and excluded in computing the lending limit for acceptances of a federal agency in the case of an international bank agency, or a federal branch in the case of an international branch, licensed under federal banking law.
(2) The provisions of ss. 658.48 and 658.67, except to the extent they are inconsistent with s. 663.06 or this section, shall apply to the loans and investments made by any international bank agencies or international branches of the international banking corporation; as used in those sections with respect to an international banking corporation and its international bank agencies or international branches, the term “capital accounts” shall refer to the capital accounts of the international banking corporation, and, except when used with reference to “capital accounts,” the term “bank” shall refer to the international bank agencies and international branches of the international banking corporation which are licensed in this state.
(3) Any limitation in this section based on the capital accounts of an international banking corporation shall refer, with respect to an international bank agency or international branch in this state, to the dollar equivalent of the capital accounts of the international banking corporation, as determined by the office. If the international banking corporation has more than one international bank agency or international branch in this state, the business transacted by all such agencies or branches shall be aggregated in determining compliance with a limitation or restriction in this section.
History.—s. 9, ch. 83-129; s. 1, ch. 91-307; ss. 1, 165, ch. 92-303; s. 1825, ch. 2003-261.
663.09 Reports; records.—
(1) An international banking corporation doing business in this state shall, at such times and in such form as the commission prescribes, make written reports in the English language to the office, under the oath of one of its officers, managers, or agents transacting business in this state, showing the amount of its assets and liabilities and containing such other matters as the commission or office requires. An international banking corporation that maintains two or more offices may consolidate such information in one report unless the office otherwise requires for purposes of its supervision of the condition and operations of each such office. The late filing of such reports is subject to an administrative fine as prescribed under s. 655.045(2). If such international banking corporation fails to make such report, as directed by the office, or if such report contains a false statement knowingly made, the same shall be grounds for revocation of the license of the international banking corporation.
(2) The international banking corporation of each state-licensed international bank agency or international branch shall perform or cause to be performed an audit of such international bank agency or international branch. The commission shall, by rule, prescribe the minimum audit procedures including the audit reporting requirements which would satisfy the provisions of this subsection.
(3) Each international banking corporation that operates an office licensed under this part shall cause to be kept, at a location accepted by the office:
(a) Correct and complete books and records of account of the business operations transacted by such office. All policies and procedures relating specifically to the operations of such office, as well as any existing general ledger or subsidiary accounts, must be maintained in the English language. Any policies and procedures of the international banking corporation which are not specific to the operations of such office may be maintained in a language other than English.
(b) Current copies of the charter and bylaws of the international banking corporation, relative to the operations of the office, and minutes of the proceedings of its directors, officers, or committees relative to the business of the office. Such records may be maintained in a language other than English and must be kept pursuant to s. 655.91 and made available to the office, upon request, at any time during regular business hours of the office. Any failure to keep such records as aforesaid or any refusal to produce such records upon request by the office is grounds for suspension or revocation of any license issued under this part.
(4) In addition to any other reports it may be required to make, an international banking corporation which maintains an international bank agency or international branch in this state shall make reports to the office in such form and at such times as the commission prescribes by rule concerning the management, asset quality, capital adequacy, and liquidity of the international banking corporation.
(5) The office may require at any time that any document not written in the English language which the office deems necessary for the purposes of its regulatory and supervisory functions be translated into English at the expense of the international banking corporation.
History.—s. 1, ch. 77-157; s. 257, ch. 79-400; ss. 90, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 166, ch. 92-303; s. 16, ch. 2001-64; s. 18, ch. 2001-243; s. 1826, ch. 2003-261; s. 26, ch. 2014-91; s. 16, ch. 2017-83.
Note.—Former s. 659.67(9).
663.10 Conversion of license.—
(1) An international banking corporation desiring to convert its existing federal agency or federal branch or Edge Act corporation into an international bank agency or international branch, or an Edge Act corporation which desires to convert to a state-chartered investment company shall submit to the office an application, on a form adopted by the commission and provided by the office, accompanied by a filing fee as prescribed by s. 663.12. An examination and investigation may be conducted to the extent determined necessary by the office. The cost of any such examination shall be paid by the applicant.
(2) Nothing in the laws of this state shall restrict the right of a state-licensed international branch agency, international branch, or international representative office or a state-chartered investment company to convert to a federal license or charter upon compliance with the laws of the United States. Upon completion of any such conversion, the state license shall be surrendered to the office.
(3) An international banking corporation desiring to convert any existing international banking office to an international banking office of a different type shall submit to the office an application on a form adopted by the commission and provided by the office which shall be accompanied by all of the information and documents that are required of applicants for a license of the type being sought together with the filing fee required by s. 663.12.
(4) An international banking corporation desiring to convert any federal agency, federal branch, or Edge Act corporation into an international banking office operating under provisions of this part shall meet the minimum criteria of the state-chartered form into which it is converting.
History.—ss. 91, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 167, ch. 92-303; s. 1827, ch. 2003-261.
663.11 Termination of international banking corporation’s charter or authority.—
(1)(a) An international banking corporation that is licensed to maintain an office in this state may not continue to conduct its licensed business in this state if the international banking corporation:
1. Is dissolved, or its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation;
2. Is in bankruptcy, conservatorship, receivership, liquidation, or similar status under the laws of any country; or
3. Is operating under the direct control of the government or the regulatory or supervisory authority of the jurisdiction of its incorporation through government intervention or any other extraordinary actions.
(b)1. Notwithstanding subparagraphs (a)2. and 3., the office may permit an international branch, international bank agency, international administrative office, or international representative office to remain open and in operation under the following conditions:
a. Within 30 days after the occurrence of an event described in subparagraph (a)2. or subparagraph (a)3., the international branch, international bank agency, international administrative office, or international representative office provides the office with a plan to wind down its affairs and business within the subsequent 90 days or provides an interim operational plan outlining parameters for its continued operation. If the office finds that such interim operational plan does not allow for the conduct of business in a safe and sound manner, the office shall revoke the license.
b. The international banking corporation is authorized by the foreign country in which it is organized and licensed to address the affairs of any international branch, international bank agency, international administrative office, or international representative office in this state.
c. The international branch, international bank agency, international administrative office, or international representative office does not engage in any new lines of business or otherwise expand its activities in this state.
d. The office determines that allowing the international branch, international bank agency, international administrative office, or international representative office to remain open furthers domestic and foreign supervisory cooperation.
e. The office determines that allowing the international branch, international bank agency, international administrative office, or international representative office to remain open is in the public’s interest and does not present an immediate or serious danger to the public health, safety, or welfare.
2. The commission may establish, by rule, additional standards and conditions for approval of an interim operational plan and for ongoing compliance with the plan. Such standards and conditions shall be based upon the need for cooperative supervisory efforts, consistent regulatory oversight, and the orderly administration of the international banking corporation’s affairs.
3. After the resolution of all applicable events described in subparagraphs (a)2. and 3., if an international banking corporation is no longer authorized by the foreign country in which it is organized and licensed to conduct banking business, the international branch, international bank agency, international administrative office, or international representative office shall surrender its license in accordance with s. 663.06.
(2) The international banking corporation or its surviving officers and directors shall deliver to the office:
(a) A certificate of the official who is responsible for records of banking corporations of the jurisdiction of incorporation of such international banking corporation, attesting to the occurrence of any event described in paragraph (1)(a);
(b) A certified copy of an order or decree of a court of such jurisdiction, directing the dissolution of such international banking corporation, the termination of its existence, or the cancellation of its authority or declaring its status in bankruptcy, conservatorship, receivership, liquidation, or similar proceedings; or
(c) Other reliable documentation evidencing that the international banking corporation is operating under the direct control of its government or a regulatory or supervisory authority.
(3) The filing of the certificate, order, documentation, or decree has the same effect as the revocation of the license of such international banking corporation as provided in s. 663.06, unless the office has permitted the international branch, international bank agency, international administrative office, or international representative office to remain open and in operation pursuant to paragraph (1)(b).
History.—s. 1, ch. 77-157; ss. 92, 151, 152, ch. 80-260; s. 467, ch. 81-259; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 168, ch. 92-303; s. 1828, ch. 2003-261; s. 13, ch. 2010-9; s. 17, ch. 2017-83.
Note.—Former s. 659.67(10).
663.12 Fees; assessments; fines.—
(1) Each application for a license under this part must be accompanied by a nonrefundable filing fee payable to the office in the following amount:
(a) Ten thousand dollars for establishing a state-chartered investment company.
(b) Ten thousand dollars for establishing an international bank agency or branch.
(c) Five thousand dollars for establishing an international administrative office.
(d) Five thousand dollars for establishing an international representative office.
(e) An amount equal to the initial filing fee for an application to convert from one type of license to another. The commission may increase the filing fee for any type of license to an amount established by rule and calculated in a manner so as to cover the direct and indirect cost of processing such applications.
(2) Each international bank agency, international branch, and state-chartered investment company shall pay to the office, on or before January 31 and July 31 of each year, a semiannual assessment in an amount determined by the commission by rule and calculated to recover the costs of the office incurred in connection with the supervision of international banking activities licensed under this part. The rules must provide uniform rates of assessment for all licenses of the same type and provide for declining rates of assessment in relation to the total assets of the licensee held in the state, but may not result in rates of assessment which exceed the rate applicable to state banks pursuant to s. 658.73, unless the rate would result in a semiannual assessment of less than $1,000. For the purposes of this subsection, the total assets of an international bank agency, international branch, or state-chartered investment company must include amounts due the agency or branch or state investment company from other offices, branches, or subsidiaries of the international banking corporations or other corporations of which the agency, branch, or state-chartered investment company is a part or from entities related to that international banking corporation.
(3) Each international banking corporation which maintains an office licensed under the provisions of this part and each state-chartered investment company shall pay to the office examination fees which shall be determined by the commission by rule and calculated in a manner so as to be equal to the actual cost of each examiner’s participation in the examination, as measured by the examiner’s pay scale, plus any other expenses directly incurred in the examination, but in no event shall such fee be less than $200 per day for each examiner participating in the examination.
(4) An international bank agency or international branch shall pay to the office a fine if the agency or branch fails to correct any asset maintenance or capital equivalency deficiency within 7 days following the end of the month in which the deficiency occurs. The fine shall be equal to the amount of the asset maintenance or capital equivalency deficiency at the end of the month in which the deficiency occurs, multiplied by 500 basis points above the Federal Reserve Board’s daily discount rate at the end of the month in which the deficiency occurred, for each day of the deficiency. The minimum fine shall be $1,000.
History.—s. 1, ch. 77-157; ss. 93, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 3, ch. 87-191; s. 1, ch. 91-307; ss. 1, 169, ch. 92-303; s. 14, ch. 97-30; s. 1829, ch. 2003-261; s. 14, ch. 2010-9; s. 27, ch. 2014-91; s. 18, ch. 2017-83.
Note.—Former s. 659.67(11).
663.13 Rules; exemption from statement of estimated regulatory costs requirements.—In addition to any other rulemaking authority it has under the financial institutions codes, the commission may adopt reasonable rules that it deems advisable for the administration of international banking corporations under this part, in the interest of protecting depositors, creditors, borrowers, or the public interest and in the interest of maintaining a sound banking system in this state. Because of the difficulty in obtaining economic data with regard to such banks, no statement of estimated regulatory costs shall be required in connection with these rules.
History.—s. 1, ch. 77-157; s. 257, ch. 79-400; ss. 94, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 170, ch. 92-303; s. 293, ch. 96-410; s. 1830, ch. 2003-261.
Note.—Former s. 659.67(12).
663.14 Foreign travel expenses.—If domestic or foreign travel is deemed necessary by the office to effectuate the purposes of this part, representatives of the office shall be reimbursed for actual, reasonable, and necessary expenses incurred in such domestic or foreign travel.
History.—ss. 95, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 26, 46, ch. 82-214; s. 1, ch. 91-307; ss. 1, 171, ch. 92-303; s. 17, ch. 2001-64; s. 1831, ch. 2003-261.
663.16 Definitions; ss. 663.17-663.181.—As used in ss. 663.17-663.181, the term:
(1) “Business and property in this state” includes, but is not limited to, all property of the international banking corporation, real, personal, or mixed, whether tangible or intangible:
(a) Wherever situated, constituting a part of the business of the Florida licensed office and appearing on its books as such.
(b) Situated within this state whether or not constituting part of the business of the Florida licensed office or so appearing on its books.
(2) “Claims” means debts, obligations, deposits, and other similar items that the office takes possession of pursuant to s. 663.17(1).
(3) “Creditors” and “depositors” means the owners of claims.
(4) Except where the context otherwise requires, “international banking corporation” or “corporation” has the same meaning as that provided in s. 663.01 and includes any licensed office of an international banking corporation operating in this state.
(5) “Officer” means the agent or other person in charge of an international banking corporation licensed office.
(6) “Affiliate” means any person or group of persons acting in concert that controls, is controlled by, or is under common control of an international banking corporation.
(7) “Control” means any person or group of persons acting in concert, directly or indirectly, owning, controlling, or holding the power to vote 25 percent or more of the voting stock of a company, or having the ability in any manner to elect a majority of directors of a corporation, or otherwise exercising a controlling influence over the management and policies of a corporation as determined by the office.
(8) “Qualified financial contract” means any securities contract, commodity contract, forward contract, including spot and forward foreign exchange, repurchase agreement, swap agreement, or any similar agreement, any option to enter into any such agreement, including any combination of the foregoing, and any master agreement for such agreements. Such master agreement, together with all supplements thereto, shall be treated as one qualified financial contract, provided that such contract, option, or agreement, or combination of contracts, options, or agreements is reflected in the books, accounts, or records of the international banking corporation or a party provides evidence of such agreement. The commission may define, by rule, securities contract, commodity contract, forward contract, repurchase agreement, or swap agreement, and the commission, by rule, or the office, by order, may determine any other agreement to be a qualified financial contract for the purpose of this subsection. The commission may prescribe such rules relating to qualified financial contracts and netting thereof as the commission deems appropriate.
(9) “Global net payment obligation” means the amount, if any, owed by an international banking corporation as a whole to a party, after giving effect to the netting provisions of a qualified financial contract, with respect to all transactions subject to netting under such qualified financial contract.
(10) “Global net payment entitlement” means the amount, if any, owed by a party or that would be owed if the relevant agreements provided for payments to either party upon termination thereof under any and all circumstances, to an international banking corporation as a whole, after giving effect to the netting provisions, with respect to all transactions subject to netting under such qualified financial contract.
(11) “Licensed office net obligations” means, with respect to a qualified financial contract, the amount, if any, that would have been owed by the international banking corporation to a party after netting only those transactions entered into by the licensed office and such party under such qualified financial contract.
(12) “Licensed office net payments entitlement” means, with respect to a qualified financial contract, the amount, if any, that would have been owed by a party to the international banking corporation after netting only those transactions entered into by the licensed office and such party under such qualified financial contract.
History.—s. 4, ch. 97-109; s. 64, ch. 99-3; s. 1832, ch. 2003-261; s. 21, ch. 2004-340; s. 104, ch. 2004-390; s. 15, ch. 2010-9; s. 51, ch. 2017-83.
663.17 Liquidation; possession of business and property; inventory of assets; wages; depositing collected assets; appointing agents; appointment of judges.—
(1) The office may, at its discretion, take possession of the business and property in this state of any international banking corporation that has been licensed to operate in this state upon finding that the corporation, or any of the corporation’s licensed offices operating in this state has violated any law, has neglected or refused to comply with the terms of a duly issued order of the office, is insolvent or imminently insolvent, or is transacting business in an unsound, unsafe, or unauthorized manner such that the corporation is threatened with imminent insolvency, or that the corporation is dissolved, its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation, it is in bankruptcy, conservatorship, receivership, liquidation, or similar status under the laws of any country, or it is operating under the direct control of the government or the regulatory or supervisory authority of the jurisdiction of its incorporation through government intervention or any other extraordinary actions at its domicile or elsewhere. Title to such business and property shall vest by operation of law in the office upon taking possession. Thereafter, the office shall liquidate or otherwise deal with such business and property in accordance with the provisions of this part, chapter 658, and any other provision relating to the liquidation of banking corporations. The office may deal with such business and property and prosecute and defend any and all actions relating to the liquidation. Only the claims of creditors of the international banking corporation arising out of transactions those creditors had with the international banking corporation, or any of the corporation’s licensed offices located in this state, shall be accepted by the office for payment out of the business and property which it has taken possession of in this state. Acceptance or rejection of such claims by the office shall not prejudice any creditor’s rights to otherwise share in other assets of the international banking corporation. The following claims shall not be accepted by the office for payment out of the business and property in the office’s possession in this state:
(a) Claims which would not represent an enforceable legal obligation against an international banking corporation, or any of the corporation’s licensed offices located in this state, if such office was a separate and independent legal entity.
(b) Amounts due and other liabilities to other offices, agencies, and branches of and affiliates of such international banking corporation.
(2) Whenever all accepted claims, together with interest on such claims, and the expenses of the liquidation have been paid in full or properly provided for, the office, upon the order of a court of competent jurisdiction, shall transfer the remaining assets to the principal office of such international banking corporation, or to the duly appointed domiciliary liquidator or receiver of such corporation. Dividends and other amounts that remain unclaimed or unpaid and are in the possession of the office for 6 months after such transfer shall be deposited by the office as provided by law.
(3) When the office takes possession of the property and business of any international banking corporation, including any of the corporation’s licensed offices located in this state, the office shall:
(a) Give notice of such fact to all corporations, unincorporated associations, partnerships, governmental entities, and other entities and individuals known by the office to hold any assets of such corporation. No corporation, unincorporated association, partnership, governmental entity, or other entity or individual having notice or knowledge that the office has taken possession of such property and business of a international banking corporation shall have a lien or charge for any payment, advance, or clearance thereafter made against any of the assets of such corporation for liability thereafter incurred.
(b) Upon written demand of the office, any corporation, unincorporated association, partnership, governmental entity, or other entity or individual holding assets of such corporation shall deliver such assets to the office and shall be discharged from liability with respect to any claim upon such assets; provided, such demand shall not affect the right of a secured creditor with a perfected security interest, or other valid lien or security interest enforceable against third parties, to retain collateral, including any right of such secured creditor under any security agreement related to a qualified financial contract to retain collateral and apply such collateral in accordance with the provisions of the financial institutions codes.
(c) Nothing in paragraphs (a) and (b) shall affect any right of setoff permitted under applicable law; provided, in connection with the liquidation of a licensed office of any other international banking corporation pursuant to this part, no entity or individual may set off the business and property in this state of an international banking corporation being liquidated under this subsection, against the liabilities of such corporation other than those that arise out of transactions engaged in by such entity or individual with such licensed office. For purposes of this paragraph, liabilities shall be deemed to include, in the case of qualified financial contracts, the lesser of the two amounts calculated with respect to any such qualified financial contract pursuant to s. 663.172(3), and this paragraph shall not be deemed to authorize setoff except as otherwise permissible under applicable law.
(4) Any licensed office of an international banking corporation of which the office has taken possession or which is operating under restrictions imposed by duly constituted authority may be permitted to resume business subject to the office’s discretion and any conditions that the office may impose.
(5) After the office takes possession of and determines to liquidate the property and business of any licensed office of an international banking corporation, the office shall make an inventory, in duplicate, of the assets of such licensed office. One copy of such inventory shall be filed with the office and one copy shall be filed with a court of competent jurisdiction in the county in which the licensed office is located.
(6) Notwithstanding s. 658.84, all wages actually owing to the employees of an international banking corporation for services rendered within 3 months prior to the date possession was taken by the office, and not exceeding $10,000 to each employee, shall be paid prior to the payment of any other debt or claim, and, in the discretion of the office, may be paid as soon as practicable after taking possession, except that at all times the office shall reserve such funds as will, in the office’s opinion, be sufficient for the expenses of administration.
(7) The office is authorized, upon taking possession of any licensed office of an international banking corporation, to liquidate the affairs of such licensed office and to do all acts and to make such expenditures as in the office’s judgment are necessary to conserve the assets and business of the corporation. The office shall proceed to collect the debts due to the corporation. The office may, upon an order of a court of competent jurisdiction, sell, assign, compromise, or otherwise dispose of all bad or doubtful debts held by, and compromise claims against, such corporation, other than deposit claims, provided, whenever the principal amount of any such debt or claim owed by or owing to such corporation does not exceed $50,000, the office may sell, assign, compromise, or otherwise dispose of such debt or claim upon such terms as the office may deem to be in the best interests of such corporation wherever situated. When the real property of an international banking corporation, to be disposed of pursuant to this subsection, is located in a county in this state other than a county in which an application to the court for leave to dispose is made, the office shall file a certified copy of the order of such court authorizing such disposal in the office of the clerk of the county in which such real property is located.
(8) Moneys collected by the office in liquidating a licensed office of an international banking corporation shall be:
(a) Deposited on demand, time or otherwise, in one or more banks, associations, or trust companies organized under the laws of this state and, in the case of insolvency or voluntary or involuntary liquidation of the depositary, such deposits shall be entitled to priority of payment equally with any other priority given under the financial institutions codes;
(b) Deposited on demand, time or otherwise, in one or more national banks with a principal office located in this state and with total assets exceeding $1 billion; or
(c) Invested in obligations of the United States, or obligation for which the full faith and credit of the United States is pledged to provide for the payment of interest and principal.
(9) The office may appoint one or more persons as agent or agents to assist in the liquidation of the business and affairs of any international banking corporation, or any of the corporation’s licensed offices located in this state, in the office’s possession. The office shall serve a copy of the certificate of such appointment to the international banking corporation and shall file a certified copy of such certificate with a court of competent jurisdiction in the county in which the licensed office of such corporation is located in this state. The office may employ such counsel and expert assistants under such titles that the office shall assign to them, and may retain such officers or employees of such corporation as the office deems necessary in the liquidation and distribution of the corporation’s assets. The office may require such security as it may deem proper from the agents and assistants appointed pursuant to the provisions of this subsection.
(10) When the office has taken possession of and is liquidating the business and property in this state of any international banking corporation under the provisions of this part, the office shall be entitled to the appointment of a single judge to supervise the liquidation in the judicial circuit in which the licensed office of such corporation is located. Such judge shall have the power to order expedited or simplified procedures or order a reference whenever necessary to resolve a matter in such liquidation.
(11) The compensation of agents and any other employees appointed by the office to assist in the liquidation of an international banking corporation, or any of the corporation’s licensed offices located in this state, the distribution of its assets, or the expenses of supervision, must be paid out of the assets of the corporation in the possession of the office. Expenses of liquidation and approved claims for fees and assessments due the office must be given first priority among unsecured creditors.
History.—s. 4, ch. 97-109; s. 1833, ch. 2003-261; s. 16, ch. 2010-9; s. 19, ch. 2017-83.
663.171 Liquidation; repudiation of contracts.—
(1) Except as otherwise provided in this section, when the office has taken possession of the business and property in this state of an international banking corporation, or any of the corporation’s licensed offices located in this state, the office may assume or repudiate any contract, including an unexpired lease, of the corporation:
(a) To which such corporation is a party.
(b) The performance of which the office, in its discretion, determines to be burdensome.
(c) The repudiation of which the office, in its discretion, determines will promote the orderly administration of the corporation’s affairs.
(2) After the expiration of 90 days after the date the office takes possession of the business and property of an international banking corporation, or any of the corporation’s licensed offices located in this state, any party to a contract with such corporation may demand in writing that the office assume or repudiate such contract. If the office has not assumed or repudiated the contract within 15 calendar days after the date of receipt of such demand, the affected party may bring an action in a court of competent jurisdiction in the county in which the licensed office of the corporation is located to obtain an order requiring the office to assume or repudiate the contract. If the office has not assumed or repudiated the contract by at least 1 month before the last date for filing claims against the corporation, such contract shall be deemed repudiated.
(3) Notwithstanding subsection (2), with respect to an unexpired lease of the corporation for rental of real property under which the corporation was a lessee, if the office remains in possession of the leasehold, the office shall not be required to assume or repudiate such lease and may continue in possession of such leasehold for the remainder of the term of the lease in accordance with the terms of the lease; provided, if the office later repudiates the lease before the end of the lease term, any amounts that may be due the lessor with respect to such lease shall be calculated as provided by law.
(4) Notwithstanding any other provision of this section relating to liquidating an international banking corporation, or any of the corporation’s licensed offices located in this state, the office shall not assume or repudiate any qualified financial contract that the international banking corporation entered into which is subject to a multibranch or multiagency netting agreement or arrangement that provides for netting present or future payment obligations or payment entitlements, including termination or closeout values relating to the obligations or entitlements, among the parties to the contract and agreement or arrangement and the office may, but shall not be required to, assume or repudiate any other qualified financial contract an international banking corporation entered into; provided, upon the repudiation of any qualified financial contract or the termination or liquidation of any qualified financial contract in accordance with its terms, the liability of the office under such qualified financial contract shall be determined in accordance with s. 663.172.
History.—s. 4, ch. 97-109; s. 1834, ch. 2003-261; s. 17, ch. 2010-9.
663.172 Liability on repudiation or termination of contracts.—
(1) Except as otherwise provided in this section, upon the repudiation or termination of any contract pursuant to s. 663.171, the liability of the office shall be limited to the actual direct compensatory damages of the parties to the contract, determined as of the date the office took possession of the business and property of the international banking corporation or the corporation’s licensed offices located in this state. The office shall not be liable for any future wages other than severance payments, to the extent such payments are reasonable standards, or for payments for future service, costs of cover, or any consequential, punitive, or exemplary damages, damages for lost profits or lost opportunity, or damages for pain and suffering.
(2) Except as otherwise provided in this section, the liability of the office, upon the repudiation of any qualified financial contract or in connection with the termination or liquidation of any qualified financial contract in accordance with the terms of such contract, shall be limited as provided in subsection (1), except compensatory damages shall be deemed to include normal and reasonable costs of cover or other reasonable measures of damages used among participants in the market for qualified financial contract claims, calculated as of the date of repudiation or the date of the termination of such qualified financial contract in accordance with the terms of the contract. Upon the repudiation of any qualified financial contract or in connection with the termination or liquidation of any qualified financial contract in accordance with the terms of such contract, the office shall be entitled to damages and such damages shall be paid to the office upon written demand from the office to the other party or parties to the contract.
(3) In the case of the liquidation of the business and property of an international banking corporation, or any of the corporation’s licensed offices located in this state, by the office, with respect to qualified financial contracts subject to netting agreements or arrangements that provide for netting present or future payment obligations or payment entitlements, including termination or closeout values relating to the obligations or entitlements, among the parties to the contracts and agreements or arrangements, the liability of the office to any party to any such qualified financial contract upon the repudiation or in any connection with the termination or liquidation of such qualified financial contract in accordance with the terms of such contract shall be limited to the lesser of:
(a) The global net payment obligation; or
(b) The licensed office net payment obligation.
(4) The liability of the office to a party under this section shall be reduced by any amount otherwise paid or received by the party with respect to the global net payment obligation pursuant to such qualified financial contract which, if added to the liability of the office under subsection (1), would exceed the global net payment obligation. The liability of the office under this section to a party to a qualified financial contract also shall be reduced by the fair market value or the amount of any proceeds of collateral that secures and has been applied to satisfy the obligations of the international banking corporation to the party pursuant to such qualified financial contract. If netting under the applicable netting agreement or arrangement results in a licensed office net payment entitlement, notwithstanding any provision in any such contract that purports to effect a forfeiture of such entitlement, the office may make written demand for and shall be entitled to receive from the party to such contract an amount not to exceed the lesser of the global net payment entitlement or the licensed office net payment entitlement.
(5) The liability of a party under this section shall be reduced by any amount otherwise paid to or received by the office or any other liquidator or receiver of the international banking corporation or licensed office with respect to the global net payment entitlement pursuant to such qualified financial contract which, if added to the liability of the party under this section, would exceed the global net payments entitlement. The liability of a party under this section to the office pursuant to such qualified financial contract also shall be reduced by the fair market value of the amount of any proceeds of the collateral that secures and has been applied to satisfy the obligations of the party to the international banking corporation pursuant to such qualified financial contract.
History.—s. 4, ch. 97-109; s. 1835, ch. 2003-261; s. 18, ch. 2010-9.
663.173 Qualified financial contract; net obligation and net entitlement.—A party to a qualified financial contract with an international banking corporation, possession of which has been taken by the office pursuant to s. 663.17, which party has a perfected security interest in collateral or other valid lien or security interest in collateral enforceable against third parties pursuant to a security arrangement related to such qualified financial contract, may retain all such collateral and, upon repudiation or termination of such qualified financial contract in accordance with the terms of the contract, may apply such collateral in satisfaction of any claims secured by the collateral provided the total amount so applied to such claims shall in no event exceed the global net payment obligation, if any.
History.—s. 4, ch. 97-109; s. 1836, ch. 2003-261.
663.174 Repudiation; lease, lessee, or lessor; real or personal property.—
(1) If the office repudiates a lease of an international banking corporation, the real or personal property under which the corporation was a lessee, the lessor under such lease shall be entitled to file a claim with the office for the lesser of:
(a) The amount designated as liquidated damages contained in the lease between the corporation and the lessor;
(b) The amount equal to 1 year’s rent under the terms of the repudiated lease; or
(c) An amount equal to the rent for the remaining term of the lease.
(2) If the office repudiates the lease of an international banking corporation for the rental of real property under which the corporation was the lessor and the lease was not in default at the time of the repudiation, the lessee under such lease may:
(a) Treat the lease as terminated by such repudiation and vacate the premises; or
(b) Remain in possession of the leasehold interest for the balance of the term of the lease, and for any renewal or extension of such term that is enforceable by such lessee under applicable noninsolvency law, unless the lessee defaults under the terms of the lease after the date of such repudiation. If the lessee remains in possession of the leasehold interest, the lessee shall continue to pay to the office the contractual rent pursuant to the terms of the lease after the date of the repudiation of such lease and may offset against such rent payment any damages which may accrue due to nonperformance of any obligation of the corporation under the lease after the date of repudiation.
The office shall not be liable to the lessee for any damages arising after such date as a result of the repudiation other than the amount of any offset allowed under this paragraph. Nothing in this subsection prohibits the office from entering into a new contract with the lessee for the rental of the leasehold which was the subject of the repudiated lease.
(3) Except as otherwise provided, notwithstanding any provision in an unexpired lease or other contract or in applicable law, a contract or unexpired lease of an international banking corporation may not be terminated or modified by any party other than the office without the concurrence of the office, and any right or obligation under such contract or lease may not be terminated or modified, at any time after the office has taken possession, solely pursuant to a provision in such contract or lease purporting to allow termination or modification upon the office’s taking possession or upon the insolvency or liquidation or deterioration of the financial condition of the corporation.
(4) Nothing in this section affects the right of a party to contract with an international banking corporation to seek performance of such contract or damages under such contract in any other jurisdiction; provided, the office shall not be liable for the performance of such contract or damages under such contract in any other jurisdiction.
(5) The rights granted in this section are in addition to any other rights available to the office under common law or any other law.
History.—s. 4, ch. 97-109; s. 1837, ch. 2003-261.
663.175 Liquidation; continuation, stay, and injunction.—
(1) Except as provided in this section, the office’s taking of possession of any international banking corporation and the liquidation of the corporation shall operate as a stay of and as an injunction against, as of the date the office takes possession of the corporation and applicable to all persons or entities:
(a) The commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the corporation that was or could have been commenced before the taking of possession, or to cover a claim against the corporation that arose before the taking of possession.
(b) The enforcement against the corporation, or the business and property of the corporation in this state, of a judgment obtained before the taking of possession.
(c) Any act to obtain possession of property of the corporation or of property from the corporation or to exercise control over property of the corporation.
(d) Any act to create, perfect, or enforce any lien against property of the corporation.
(e) Any act to create, perfect, or enforce against property of the corporation any lien to the extent that such lien secures a claim that arose before the taking of possession.
(f) Any act to collect, assess, or recover a claim against the corporation and the liquidation of the corporation does not operate as a stay of or as an injunction against the claim.
(2) The office’s taking of possession of an international banking corporation and the liquidation of the corporation does not operate as a stay of or as an injunction against:
(a)1. The filing of a claim in the liquidation of the corporation;
2. The making of a demand upon the office to assume or repudiate a contract of the corporation;
3. The exercise of any setoff otherwise permissible under applicable law except limited by s. 663.17;
4. The right of any secured creditor with a perfected security interest or other valid lien or security interest enforceable against third parties to retain collateral, including any right of such secured creditor under any security agreement related to a qualified financial contract as defined in s. 663.17 to retain collateral and to apply such collateral in accordance with s. 663.173;
5. Any automatic termination in accordance with the terms of any qualified financial contract or any right to cause the termination or liquidation of any qualified financial contract, as defined in this part in accordance with the terms of such contract;
6. Any right to offset or net out any termination value, payment amount, or other transfer obligation arising under or in connection with one or more such qualified financial contracts; or
7. The commencement of an action under s. 663.181 or any other action relating to the liquidation of the corporation before the court of competent jurisdiction overseeing the liquidation of the corporation.
(b) The commencement or continuation of a criminal action or proceeding against the corporation.
(c) The commencement or continuation of an action or proceeding pursuant to a governmental unit’s police or regulatory power.
(d) The enforcement of a judgment, other than money judgment, obtained in an action or proceeding by a governmental unit to enforce such governmental unit’s police or regulatory power.
(e) The issuance to the corporation by a governmental unit of a notice of tax deficiency.
(f) The commencement or continuation of a judicial action or proceeding by a secured creditor with a perfected security interest, or other valid lien or security interest enforceable against third parties, including any right of such secured creditor under any security arrangement related to a qualified financial contract to enforce such interest or lien.
(3) Except as otherwise provided in this section:
(a) The staying or enjoining of an act against property of an international banking corporation under this section shall continue until such property is no longer the property of the office in possession of the corporation.
(b) The staying or enjoining of any other act under this section shall continue until the office has concluded liquidating the corporation.
(4) For good cause shown, on request of a party in interest and after notice and hearing, a court of competent jurisdiction overseeing the liquidation of an international banking corporation may grant relief from a stay or injunction provided under this section, including, but not limited to, terminating, annulling, modifying, or conditioning such stay or injunction.
(5) In the case of any willful violation of a stay or injunction provided in this section by any person who has knowledge of the office’s taking of possession of an international banking corporation that is the subject of the stay or injunction, the office shall recover actual damages, including costs and fees and, in appropriate circumstances, may recover punitive damages.
History.—s. 4, ch. 97-109; s. 1838, ch. 2003-261.
663.176 Liquidation; notice of possession.—When the office has taken possession of an international banking corporation and has determined to liquidate the corporation’s affairs, the office shall notify all persons who may have claims against the corporation to present such claims to the office and make proper proof of such claims within 4 months after the date of such notice and at a place specified in the notice; provided, if the office finds that a shorter period than 4 months will afford a reasonable time for presenting claims and making proof of such claims, the office may specify such shorter period which shall in no event be less than 30 days. In any event, the office shall specify in such notice the last day for processing claims and for making proof of such claims. The office shall cause such notice to be mailed to all persons whose names appear as creditors upon the books of the corporation. Such notice to persons appearing as depositors shall be mailed to the address appearing upon the deposit records or ledger of the corporation. The office shall also cause such notice to be published biweekly in such newspaper or newspapers as the office may direct in the county where the principal office of the corporation in the state is located and, in the office’s discretion, elsewhere for publication 3 consecutive months, the first to be published more than 90 days before the last day fixed in such notice for presenting proof of claims. However, if the notice requires claims to be presented within less than 4 months, the office shall cause such notice to be published weekly in such newspaper or newspapers as the office may direct for 3 consecutive weeks, the first publication to be published more than 21 days before the last day fixed in such notice for presenting claims. Such notice shall specify that all persons having claims for priority of payment shall make demand in writing for priority in the proof of their claims. The office shall have no power to accept any claim presented after the date specified in such notice as the last date for presenting claims.
History.—s. 4, ch. 97-109; s. 1839, ch. 2003-261.
663.177 Disposition of property held as bailee or depositary; opening of safe-deposit boxes; disposal of contents.—
(1) The office may, after it has taken possession of the business and property of an international banking corporation, send a written notice by registered mail to each person claiming, or appearing upon the books of the corporation, to be:
(a) The owner of any personal property in the custody or possession of the corporation, as bailee or depositary for hire or otherwise, including the contents of any safe, vault, or box opened after taking possession of such property for nonpayment of any rent; or
(b) The lessee of any safe, vault, or box, to such person’s last address appearing on the books of the international banking corporation or the last known address if no address appears on such books, notifying such person to remove all such property or the contents of any such safe, vault, or box, within a period stated in such notice which period shall be not less than 60 days after the date of such notice. The contract of bailment or of deposit for hire, or lease of safe, vault, or box, if any, between the person to whom such notice is mailed and the corporation shall cease upon the date for removal fixed in such notice. Such persons shall have a claim against the corporation for the amount of unearned rent or charges, if any, paid by such person from the date fixed in such notice, if the property or contents are removed on or before such date, or from the date of actual removal, if the property or contents are removed after such date.
(2) If such property or contents are not removed, and all rent or storage and other charges accrued up to that time, if any, are not paid, within the time fixed by such notice, the office may cause such property to be inventoried, or such safe, vault, or box, or any package, parcel, or receptacle in the custody or possession of the corporation as bailee or depositary for hire or otherwise, to be opened and the contents, if any, to be removed and inventoried. Such property or contents shall be sealed by a notary public in a package distinctly marked by the office with the name of the person in whose name such property or such safe, vault, box, package, parcel, or receptacle is recorded upon the books of the corporation, and a copy of such inventory shall be certified and attached to such package by such notary public. The package shall be kept in a place that the office determines at the expense and risk of the person in whose name it is recorded until delivered to such person or until sold, destroyed, or otherwise disposed of. Such package may, pending final disposition of its contents, be opened by the office for inspection or appraisal or to enable the office to exercise any powers conferred or duties imposed by this part. Whenever such package is opened, the office shall endorse on the outside of the package the date of opening and resealing and shall prepare an affidavit which shall be attached to the package showing the reason for opening and the articles, if any, removed from the package or placed or replaced in the package.
(3) At any time prior to the sale, destruction, or other disposition of the contents of the package, the person in whose name the package is recorded may require the delivery of the package upon the payment of all rental or storage charges accrued, and all other charges or expenses paid or incurred to the date of delivery with respect to such package or contents of the package including the cost of inventorying or of opening and inventorying, the fees of the notary public, the cost of preparing and mailing the notice, and advertising, if any.
(4) After the expiration of 1 year after the mailing of the notice required in subsection (1), the office may apply to a court of competent jurisdiction for an order authorizing the office to sell, destroy, or otherwise dispose of the contents of such package. Whenever, pursuant to the provisions of this subsection, the office is given the power to sell the contents of any package, such power to sell shall be deemed a power to sell in satisfaction of a lien for nonpayment of rental or storage charges accrued, and all other charges and expenses paid or incurred to the date of sale with respect to such package and the contents of the package, including charges and expenses described in subsection (3).
(5) The provisions of this section do not affect or preclude any other remedy, by action or otherwise, for the enforcement of claims or rights of the office, or of an international banking corporation of which the office is in possession, against the person in whose name any property or any safe, vault, box, package, parcel, or receptacle is recorded, or affect or bar the right of the office or the corporation to recover, before sale, any debt or claim due to the office or the corporation, or, after sale, so much of the debt or claim as is not paid by the proceeds of the sale.
History.—s. 4, ch. 97-109; s. 1840, ch. 2003-261.
663.178 Claims; valuation; priority; listing; filing; objection; endorsement; adverse interest.—
(1) Proof of claim shall consist of a written statement under oath signed by the claimant or his or her attorney in fact and shall be in such form as the office requires.
(2) The office shall not accept a claim based on an agreement with an international banking corporation unless the agreement is reflected on the accounts, books, or records of the corporation or a creditor provides documentary evidence of such agreement. The commission may adopt any rules determined necessary to implement this section.
(3) No claim or account of any secured claimant or creditor shall be accepted at a sum greater than the difference between the face value of the claim or account and the value of the security itself as of the commencement of the liquidation unless the claimant or creditor, prior to the expiration of the time fixed by the office for the presentation of claims, surrenders his or her security to the office, in which event the claim or account may be accepted in its full face amount.
(4) The office shall not determine priorities in accepting or rejecting claims and the acceptance by the office of a claim in which priority of payment is demanded shall not entitle the claimant to priority. Accepted claims in which priority of payment is demanded shall be presented to a court of competent jurisdiction on notice to the claimant for determination as to the priority of payment of such claims. Except as otherwise provided in ss. 663.17-663.181, all claims entitled to priority of payment shall be paid ratably and proportionately.
(5) The office shall prepare in duplicate a complete list of all claims presented, specifying the name of the claimant, the nature of the claim, and the amount of such claim. Such list shall also contain a statement of accounts payable as shown by the books and records of the corporation and as to which no claims have been presented, specifying the name of each person to whom such account appears to be payable, the nature of the debt, and the amount of such claim. Within 60 days after the last date fixed in the notice to creditors to present and make proof of claims, the office shall file one copy of such list in one of its offices for public inspection and shall file one copy with a court of competent jurisdiction in the county in which the principal office of the corporation is located.
(6) Within 40 days after the office has filed in its headquarters a copy of the list of claims required by subsection (5), objections to any claim presented or to any account appearing on such list may be made by any party interested by filing such objections with the office, in writing, signed by the objector, and verified. Unless the office rejects any claim or accounts to which objections have been filed with it, the office shall, within 60 days after the time to file such objections has expired, apply to a court of competent jurisdiction, upon notice to the objector, for an order directing the office as to the disposition of such claim or account. The court may then dispose of such objections or may order a reference for that purpose.
(7) The office shall, not later than 60 days after the time has expired to file objections to claims presented, accept or reject, in whole or in part, every filed claim, except claims as to which objections are still pending before a court, and shall accept or reject, in whole or in part, every account payable as shown by the books and records and as to which no claim has been presented, except accounts as to which objections are still pending before a court. Whenever the office accepts a portion of a claim or account and rejects the remainder, the portion accepted and the portion rejected shall, for the purpose of this section, each be deemed separate claims or accounts.
(8) Every claim or account payable accepted by the office shall be endorsed as “accepted” and be filed so endorsed. If the office is unable, from the books, accounts, or records of an international banking corporation, to determine the ownership of a claim or account payable or if for any other reason the office doubts the validity of any claim or account payable, the office shall reject such claim or account payable and shall endorse the claim or account payable as “rejected” and file it as so endorsed. The office shall mail notice of such acceptance or rejection within 14 calendar days after the office has accepted or rejected all claims filed. If a proof of claim has been filed, such notice need be mailed only to the address appearing on such claim and, if no proof of claim has been filed, the notice need be mailed only to the address appearing upon the books of the corporation. If the office is unable from the proof of claim or the books and records of the corporation to identify a name or address, such notice of rejection need not be given.
(9) Within 30 days after the office has accepted or rejected all claims filed, and all accounts payable as shown by the books and records as to which no claims have been presented, the office shall make a list of all such claims and accounts accepted or rejected by the office for public inspection and file one copy of such list with the office and one copy with a court of competent jurisdiction in the county in which the principal Florida office of such corporation is located.
(10) When the office has accepted a filed claim and has filed such claim, endorsed as “accepted,” the claimant, unless priority of payment has been demanded and such claim is entitled by law to priority of payment, shall be entitled to share ratably with other general creditors in the distribution of the proceeds of the liquidation of the assets of the international banking corporation; provided, any accepted claim or claims for taxes owed to any taxing authority shall be paid in full, to the extent that assets of the corporation are available, prior to the payment of any other accepted claim pursuant to this section. If the claimant has demanded priority of payment, the receipt and acceptance of ratable dividends shall be without prejudice to the right of such priority of payment.
(11) Any person who fails to demand in writing priority of payment as specified in the notice to file claims shall be deemed to have waived and abandoned any right to such priority of payment. Any person who fails to demand in writing priority of payment as provided in this section is not entitled to maintain any action or proceeding for any priority of payment. In any action or proceeding for priority of payment, the claimant shall allege and prove that the claim upon which the action is instituted was filed and demand for priority of payment was made in writing.
(12) Within 6 months after the date the office files the list of claims and accounts payable which are accepted or rejected by the office, a claimant whose claim has been filed and has not been accepted by the office, or any person whose account payable as shown by the books and records as to which no claim has been presented, has not been accepted by the office, may institute and maintain an action against the international banking corporation. Such action may be maintained only in a court of competent jurisdiction in the county in which the principal Florida office of such international banking corporation is located.
(13) A lien shall not attach to any property or assets of an international banking corporation as a result of any judicial process after the office has taken possession of the assets of the corporation.
(14) No action shall be maintained against an international banking corporation while the office is in possession of the affairs and business of the corporation unless brought within the period of limitation specified in s. 663.17. In any action instituted against such corporation while the office is in possession of the corporation’s property and business, the plaintiff shall be required to allege and prove that the claim upon which the action is instituted was filed and that such claim has not been accepted or, in the case of an action upon an account as to which no claim has been presented, the plaintiff shall be required to allege and prove that such account appeared upon the books and records and that such account has not been accepted.
(15) Notice to the office of an adverse interest in a claim or account payable accepted by the office to the credit of any person shall not require the office to recognize such adverse claimant unless the adverse claimant also:
(a) Procures a restraining order, injunction, or other appropriate process against the office from a court of competent jurisdiction in a cause instituted by the office in which the person to whose credit such claim or account payable was accepted or his or her executor or administrator is made a party and served with summons; or
(b) Executes to the office, in a form and with sureties acceptable to the office, a bond indemnifying the office from any and all liability, loss, damage, cost, and expenses for and on account of the payment of dividends.
(16) In any action or proceeding against the office to recover dividends accepted, if there is any person who is not a party to the action who makes such a claim, the court in which the action or proceeding is pending may, on the motion of the office, make an order amending the proceedings making such person a party to such action or proceeding and the court shall thereafter proceed to determine the rights and interests of the parties to such funds. The remedy provided in this section is in addition to and not exclusive of that provided in any other interpleader.
History.—s. 4, ch. 97-109; s. 1841, ch. 2003-261.
663.18 Fees.—The office is not required to pay any fee to any clerk, sheriff, register, or other public officer for entering, filing, docketing, registering, recording, executing, or issuing a copy, transcript, extract, or certificate of, or authenticating or exemplifying, any paper, record, or instrument pertaining to the exercise by the office of any powers conferred or duties imposed upon the office by the provisions of this part, whether or not such paper, record, or instrument is executed by the office and whether or not it is connected with an action. The term “action” is construed as including a special proceeding in any action.
History.—s. 4, ch. 97-109; s. 1842, ch. 2003-261.
663.181 Manner and time within which taking possession may be tested.—At any time within 10 days after the office has taken possession of the property and business of an international banking corporation, such corporation may apply to a court of competent jurisdiction in the county in which its principal office is located in this state for an order requiring the office to show cause why the office should not be enjoined from continuing such possession. The court may, upon good cause shown, direct the office to refrain from such proceedings and to surrender such possession.
History.—s. 4, ch. 97-109; s. 1843, ch. 2003-261.
PART II
INTERNATIONAL DEVELOPMENT BANKS663.301 Definitions.
663.302 Applicability of state banking laws.
663.303 Creation of an international development bank.
663.304 Application for authority to organize an international development bank.
663.305 Investigation by the office.
663.306 Decision by office.
663.307 Name.
663.308 Place of transacting business; branches.
663.309 Permissible activities; prohibited activities.
663.310 Directors.
663.311 Shares of stock.
663.312 Changes in capital.
663.313 Ownership of stock.
663.314 Lending limits.
663.315 Investment limits.
663.316 Borrowing; capital accounts.
663.317 Foreign currency lending, borrowing, and deposits.
663.318 Reserve requirements.
663.301 Definitions.—
(1) As used in this part:
(a) “International development bank” means a corporation established for the purpose of promoting development in foreign countries by directly or indirectly making funding available to foreign business enterprises or foreign governments or by providing financing in connection with import-export transactions. Subject to the limitations contained in s. 663.313, an international development bank may be organized under chapter 617 as a corporation not for profit or under part I of chapter 607 as a corporation for profit.
(b) “Foreign business enterprise” means any public or private enterprise engaged in commerce, industry, or agriculture in a foreign country, at least 75 percent of the employees of which are employed outside the United States.
(c) “Regional development bank” means a for-profit banking institution:
1. Which is listed in the International Monetary Fund’s Directory of Regional Economic Organizations and Intergovernmental Commodity and Development Organizations;
2. Which is otherwise afforded special privileges, including favorable tax treatment, under the laws of the jurisdiction in which it is organized;
3. Which has as its principal objective the extending of credit for international development purposes including short-term financial transactions; and
4. Which has at least 50 percent of its shares of voting stock owned by central banks or other government-owned financial institutions from at least five foreign countries and one or more financing affiliates of the International Bank for Reconstruction and Development, or which satisfies such other ownership requirements as the commission may specify by rule. When adopting any such rule, the commission shall take into account the objective of ensuring the multinational control of international development banks.
(2) Terms used but not defined in this chapter, but which are expressly defined in chapters 655, 658, and part I of this chapter shall in this part, unless the context otherwise requires, have the meanings assigned to them in said chapters.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1844, ch. 2003-261; s. 66, ch. 2014-209.
663.302 Applicability of state banking laws.—
(1)(a) International development banks shall be subject to the following provisions of chapter 655 as though such international development banks were state banks:
1. Section 655.005, relating to definitions.
2. Section 655.012, relating to general supervisory powers of the office.
3. Section 655.016, relating to liability.
4. Section 655.031, relating to administrative enforcement guidelines.
5. Section 655.032, relating to investigations; etc.
6. Section 655.0321, relating to hearings and proceedings.
7. Section 655.033, relating to cease and desist orders.
8. Section 655.034, relating to injunctions.
9. Section 655.037, relating to removal of financial institution-affiliated party.
10. Section 655.041, relating to administrative fines.
11. Section 655.043, relating to articles of incorporation.
12. Section 655.044, relating to accounting practices.
13. Section 655.045, relating to examinations, reports, and internal audits.
14. Section 655.049, relating to deposit of fees and assessments.
15. Section 655.057, relating to records.
16. Section 655.071, relating to international banking facilities.
17. Section 655.50, relating to reports of transactions involving currency.
(b) In addition, except as otherwise specifically provided in this part, international development banks shall be subject to the following provisions of chapter 658 as though such international development banks were state banks:
1. Section 658.32, relating to annual shareholders meetings.
2. Section 658.39, relating to stockholder examination of records.
3. Section 658.79, relating to insolvency.
(2) International development banks shall have no greater rights and powers under, or by virtue of, this section than are specifically granted to such international development banks under this part.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; ss. 1, 172, ch. 92-303; s. 1845, ch. 2003-261; s. 9, ch. 2015-64.
663.303 Creation of an international development bank.—When authorized by the office as provided herein, a corporation may be formed under the laws of this state for the purpose of becoming an international development bank and engaging in activities authorized by this part.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1846, ch. 2003-261.
663.304 Application for authority to organize an international development bank.—
(1) A written application for authority to organize an international development bank shall be filed with the office by the proposed incorporator and shall include:
(a) The name, residence, and occupation of each incorporator and proposed director.
(b) The total initial capital and the number of shares of capital stock to be authorized.
(c) The location, by street and post office address and county, of the principal office of the proposed international development bank.
(d) If known, the name and residence of the proposed president and the proposed chief executive officer, if other than the proposed president.
(e) Such detailed financial, business, and biographical information as the commission or office may reasonably require for each proposed director and for the proposed president and the proposed chief executive officer, if other than the president.
(2) The application shall be in such form as adopted by the commission and shall contain such additional information as the commission or office may require and shall be accompanied by a nonrefundable filing fee of $2,500.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1847, ch. 2003-261; s. 22, ch. 2004-340; s. 105, ch. 2004-390.
663.305 Investigation by the office.—Upon the filing of an application, the office shall make an investigation of such matters as it may deem appropriate, including the character, reputation, financial standing, business experience, and business qualifications of the proposed officers and directors.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1848, ch. 2003-261.
663.306 Decision by office.—The office may, in its discretion, approve or disapprove the application, but it shall not approve the application unless it finds that:
(1) International business in this state will be promoted by the establishment of the proposed international development bank.
(2) The proposed capital structure is adequate, but in no case may the paid-in capital stock be:
(a) Less than $400,000 in the case of an international development bank organized under chapter 617 as a corporation not for profit; or
(b) The amount required for a state bank in the case of an international development bank organized under part I of chapter 607 as a corporation for profit.
The office may disallow any illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section.
(3) The proposed officers and directors have sufficient experience, ability, standing, and reputation to indicate reasonable promise of successful operation and none of the proposed officers or directors have been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial transactions; or similar state or federal law.
(4) Provision has been made for suitable quarters at the location designated in the application.
History.—ss. 1, 5, ch. 86-82; s. 39, ch. 87-99; s. 2, ch. 89-110; s. 9, ch. 90-51; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1849, ch. 2003-261; s. 28, ch. 2014-91; s. 67, ch. 2014-209.
663.307 Name.—
(1) The name of every international development bank shall include the words “Development Bank.” The use of the words “National,” “Federal,” “United States,” “Insured,” or “Guaranteed,” separately or in any combination thereof with other words or syllables, is prohibited as part of the corporate name of an international development bank unless authorized by federal law.
(2) Unless it is lawfully authorized to do business in this state under the provisions of this part and actually is engaged in carrying on a development banking business, no person, firm, company, association, fiduciary, partnership, or corporation, either domestic or foreign, shall do business under any name or title which contains the words “Development Bank”; use any name or sign or circulate or use any letterhead, billhead, circular, or paper whatever; or advertise or represent in any manner which indicates or reasonably implies that its business is the character or kind of business carried on or transacted by an international development bank or which is likely to lead any person to believe that its business is that of an international development bank. Any person who violates any provision of this subsection shall be punished by a fine of not more than $5,000, per day, or part thereof, during which such violation continues and shall be subject to such other penalties as may be provided by law.
History.—ss. 1, 5, ch. 86-82; s. 3, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303.
663.308 Place of transacting business; branches.—
(1) An international development bank operating pursuant to this part shall have one principal place of doing business.
(2) An international development bank may establish branches in foreign countries with the approval of the appropriate governmental authorities in such foreign countries. An international development bank shall give the office written notice of its intention to establish a branch in a foreign country at least 30 days prior to the establishment of such branch.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1850, ch. 2003-261.
663.309 Permissible activities; prohibited activities.—
(1) An international development bank shall have the authority:
(a) To make loans or otherwise extend credit to foreign business enterprises and foreign governments and to issue and confirm letters of credit, create bankers acceptances, and provide guarantees for the purpose of providing financing to foreign business enterprises and foreign governments;
(b) To provide financing in connection with import-export transactions to the extent permissible for an Edge Act corporation organized under s. 25(a) of the Federal Reserve Act, as amended, 12 U.S.C. ss. 611-632;
(c) To invest funds as provided in s. 663.315;
(d) To borrow funds as provided in s. 663.316;
(e) To take deposits from financial institutions, foreign not-for-profit foundations, foreign business enterprises, and organizations which qualify under s. 501(c) of the Internal Revenue Code and which had at the end of their last fiscal year no less than $10 million in assets;
(f) To maintain for the account of others credit balances necessarily incidental to, or arising out of, the exercise of its lawful powers. Such credit balances may be disbursed by check or draft; however, the commission shall by rule provide appropriate limitations upon such disbursements to ensure that credit balances are not functionally equivalent to demand deposits;
(g) To exercise such other incidental powers as shall be reasonably necessary to carry out the authority granted in this part.
(2) An international development bank shall not:
(a) Take deposits except as provided in this section;
(b) Offer deposit accounts other than those permitted to be offered by an international bank agency;
(c) Exercise trust or fiduciary powers;
(d) Offer credit cards;
(e) Establish or use remote financial service units; or
(f) Serve as a depository of public moneys or be employed as a financial agent of the state.
History.—ss. 1, 5, ch. 86-82; s. 4, ch. 89-110; s. 1, ch. 91-307; ss. 1, 173, ch. 92-303; s. 1851, ch. 2003-261.
663.310 Directors.—The board of directors of an international development bank shall consist of not less than five directors who are elected, unless appointed to fill a vacancy, at the annual meeting of shareholders or at a special meeting. However, if so authorized by the articles of incorporation, a majority of the full board of directors may, at any time of the year following the annual meeting of shareholders in which such action has been authorized, increase the number of directors of such international development bank by not more than two and appoint persons to fill the resulting vacancies. Directors may be citizens of the United States or of foreign countries and need not be residents of this state.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303.
663.311 Shares of stock.—
(1) An international development bank shall issue capital stock with par value of not more than $1 per share.
(2) No international development bank shall issue any shares of capital stock before they are fully paid.
(3) With the approval of the office, an international development bank may issue less than all of the number of shares of capital stock authorized by its articles of incorporation; provided that such authorized but unissued shares may be issued only to increase the capital of the international development bank with the approval of the office.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1852, ch. 2003-261.
663.312 Changes in capital.—
(1) No international development bank shall reduce its outstanding capital stock without first obtaining the approval of the office, and such approval shall be withheld if the reduction would cause the outstanding capital stock to be less than the minimum required pursuant to s. 663.306(2) or if the reduction would cause the international development bank’s capital accounts to be less than the minimum required by s. 663.316(2).
(2) An international development bank may, with the approval of the office, provide for an increase in its capital.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1853, ch. 2003-261.
663.313 Ownership of stock.—
(1) At least a majority of the shares of stock of an international development bank organized under chapter 617 as a corporation not for profit shall be owned by one or more domestic or foreign not-for-profit entities.
(2) Subject to the limitations contained in subsections (1) and (3), shares of stock of an international development bank organized under chapter 617 as a corporation not for profit may be owned by domestic or foreign international for-profit business entities.
(3) A for-profit business entity shall not own more than 10 percent of the shares of stock of an international development bank organized under chapter 617 as a corporation not for profit.
(4) All of the shares of voting stock of an international development bank organized under part I of chapter 607 as a corporation for profit shall be owned by a regional development bank or by one or more wholly owned subsidiaries of a regional development bank.
History.—ss. 1, 5, ch. 86-82; s. 5, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 68, ch. 2014-209.
663.314 Lending limits.—
(1) An international development bank shall be subject to the provisions of s. 658.48, relating to loans, in the same manner and to the same extent as a state bank.
(2) Notwithstanding the provisions of subsection (1), an international development bank organized under chapter 617 as a corporation not for profit may extend credit to a single borrower in any amount up to 20 percent of its capital accounts for loans and lines of credit, or any portions thereof, which are unsecured and in any amount up to 100 percent of its capital account for loans and lines of credit all components of which are amply and entirely secured.
History.—ss. 1, 5, ch. 86-82; s. 6, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303.
663.315 Investment limits.—An international development bank shall be subject to the provisions of s. 658.67, relating to investments, in the same manner and to the same extent as a state bank.
History.—ss. 1, 5, ch. 86-82; s. 1, ch. 91-307; s. 1, ch. 92-303.
663.316 Borrowing; capital accounts.—
(1) An international development bank may borrow money and issue evidences of indebtedness in connection therewith.
(2) An international development bank shall have capital accounts in an amount equal to not less than 8 percent of its aggregate deposits. However, the commission by rule may increase the required amount of capital accounts to not more than 10 percent of such aggregate deposits. When adopting any such rule, the commission shall take into account the objective of protecting the interests of depositors and of maintaining a sound banking system in this state.
History.—ss. 1, 5, ch. 86-82; s. 7, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1854, ch. 2003-261.
663.317 Foreign currency lending, borrowing, and deposits.—An international development bank may make loans and other extensions of credit denominated in foreign currencies and may borrow funds and accept deposits denominated in foreign currencies.
History.—ss. 1, 5, ch. 86-82; s. 8, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303.
663.318 Reserve requirements.—
(1) An international development bank shall establish and maintain adequate loan loss reserves.
(2) An international development bank organized under chapter 617 as a corporation not for profit shall not be required to establish or maintain any reserves with respect to its liabilities.
History.—ss. 1, 5, ch. 86-82; s. 9, ch. 89-110; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 131, ch. 2005-2.
PART III
INTERNATIONAL TRUST COMPANY REPRESENTATIVE OFFICES
663.4001 Purpose.
663.401 Definitions.
663.402 Applicability of the financial institutions codes.
663.403 Applicability of the Florida Business Corporation Act.
663.404 Requirements for conducting financial institution business.
663.405 Civil action subpoena enforcement.
663.406 Application for license; approval or disapproval.
663.407 Capital requirements.
663.408 Licenses; permissible activities of licensees.
663.4081 After-the-fact licensure process in the event of the acquisition, merger, or consolidation of international trust entities.
663.409 International trust company representative offices; permissible activities; requirements.
663.410 Certification of capital accounts.
663.411 Reports; records.
663.412 Termination of international trust entity’s charter or authority.
663.413 Application and examination fees.
663.414 Rules; exemption from statement of estimated regulatory costs requirements.
663.415 Travel expenses.
663.416 Public records exemption.
663.4001 Purpose.—The purpose of this part is to establish a legal and regulatory framework for the conduct by international trust entities of financial services business in this state. This part is intended to:
(1) Support the Florida operations of international trust entities and promote the growth of international financial services to benefit the economy and consumers in this state.
(2) Provide for appropriate supervision and regulatory oversight to ensure that financial services activities of international trust entities in this state are conducted responsibly and in a safe and sound manner.
History.—s. 21, ch. 2017-83.
663.401 Definitions.—
(1) “Affiliate” means a person or business or a group of persons or businesses acting in concert which controls, is controlled by, or is under common control of an international trust entity.
(2) “International trust company representative office” means an office of an international trust entity which is established or maintained in this state for the purpose of engaging in nonfiduciary activities described in s. 663.409, or any affiliate, subsidiary, or other person that engages in such activities on behalf of such international trust entity from an office located in this state.
(3) “International trust entity” means an international trust company or organization, or any similar business entity, or an affiliated or subsidiary entity that is licensed, chartered, or similarly permitted to conduct trust business in a foreign country or countries under the laws where such entity is organized and supervised.
History.—s. 22, ch. 2017-83.
663.402 Applicability of the financial institutions codes.—
(1) An international trust entity that operates an office licensed under this part is subject to all the financial institutions codes as though such international trust entity were a state trust company, except when it appears, from the context or otherwise, that such provisions are clearly applicable only to trust companies organized under the laws of this state or the United States. Without limiting the foregoing general provisions, it is the intent of the Legislature that the following provisions are applicable to such international trust entities having offices in this state: s. 655.031, relating to administrative enforcement guidelines; s. 655.032, relating to investigations, subpoenas, hearings, and witnesses; s. 655.0321, relating to restricted access hearings, proceedings, and related documents; s. 655.033, relating to cease and desist orders; s. 655.037, relating to removal of a financial institution-related party by the office; s. 655.041, relating to administrative fines and enforcement; s. 655.50, the Florida Control of Money Laundering and Terrorist Financing in Financial Institutions Act; and any law for which the penalty is increased under s. 775.31 for facilitating or furthering terrorism.
(2) An international trust entity does not have any greater right under, or by virtue of, this section than is granted to trust companies organized under the laws of this state. Legal and financial terms used in this chapter are deemed to refer to equivalent terms used by the country in which the international trust entity is organized. This chapter and the financial institutions codes may not be construed to authorize any international trust entity to conduct trust business, as defined in s. 658.12, from an office in this state.
History.—s. 23, ch. 2017-83.
663.403 Applicability of the Florida Business Corporation Act.—Notwithstanding s. 607.01401(36), the provisions of part I of chapter 607 which are not in conflict with the financial institutions codes and which relate to foreign corporations apply to all international trust entities and their offices doing business in this state.
History.—s. 24, ch. 2017-83; s. 292, ch. 2019-90.
663.404 Requirements for conducting financial institution business.—An international trust entity, or any affiliated, subsidiary, or other person or business entity acting as an agent for, on behalf of, or for the benefit of such international trust entity, who engages in such activities from an office located in this state, may not transact a trust business, or maintain in this state any office for carrying on such business, or any part thereof, unless such international trust entity, affiliate, subsidiary, person, or business entity:
(1) Has been authorized by charter, license, or similar authorization by operation of law to carry on trust business and has complied with the laws of each jurisdiction in which it is chartered, licensed, or otherwise authorized and created under operation of law.
(2) Has furnished to the office such proof as to the nature and character of its business and as to its financial condition as the commission or office requires.
(3) Has filed with the office a certified copy of that information required to be supplied to the Department of State by those provisions of part I of chapter 607 which are applicable to foreign corporations.
(4) Has received a license duly issued to it by the office.
(5) Has sufficient capital in accordance with the requirements of s. 663.407 and the rules adopted thereunder and is not imminently insolvent or insolvent, as those terms are defined under s. 655.005(1).
(6)(a) Is not in bankruptcy, conservatorship, receivership, liquidation, or similar status under the laws of any country.
(b) Is not operating under the direct control of the government or the regulatory or supervisory authority of the home jurisdiction in which it has been chartered, licensed, or otherwise authorized and created under operation of law, through government intervention or any other extraordinary actions.
(c) Has not been in such status or control at any time within the 3 years preceding the date of application for a license.
Notwithstanding paragraphs (a) and (b), the office may permit an international trust company representative office to remain open and in operation pursuant to s. 663.412(1)(b).
History.—s. 25, ch. 2017-83.
663.405 Civil action subpoena enforcement.—
(1) Notwithstanding s. 655.059, an international trust company representative office established under this chapter is not required to produce a book or record pertaining to a deposit account, investment account, trust account, or loan of a customer of the international trust entity’s offices that are located outside the United States or its territories in response to a subpoena, if the book or record is maintained outside the United States or its territories and is not in the possession, custody, or control of the international trust entity’s representative office established in this state.
(2) This section applies only to a subpoena issued pursuant to the Florida Rules of Civil Procedure, the Federal Rules of Civil Procedure, or other similar law or rule of civil procedure in another state. This section does not apply to a subpoena issued by or on behalf of a federal, state, or local government law enforcement agency, administrative or regulatory agency, legislative body, or grand jury and does not limit the power of the office to access all books and records in the exercise of the office’s regulatory and supervisory powers under the financial institutions codes.
History.—s. 26, ch. 2017-83.
663.406 Application for license; approval or disapproval.—
(1) An international trust entity, before being licensed by the office to maintain any office in this state, must subscribe and acknowledge, and submit to the office, an application that contains all of the following:
(a) The name of the international trust entity.
(b) The proposed location, by street and post office address and county, where its business is to be transacted in this state, and the name of the person who will be in charge of the business and affairs of the office.
(c) The location where its initial registered office will be located in this state.
(d) The total amount of the capital accounts of the international trust entity.
(e) A complete and detailed statement of its financial condition as of a date within 180 days before the date of such application, except that the office in its discretion may, when necessary or expedient, accept such statement of financial condition as of a date within 240 days before the date of such application. The office in its discretion may, when necessary or expedient, require an independent opinion audit or the equivalent satisfactory to the office.
(f) A listing of any occasion within the 10-year period before the application on which either the international trust entity or any of its directors, executive officers, or principal shareholders have been arrested for, charged with, convicted of, or pled guilty or nolo contendere to, regardless of adjudication, any offense with respect to which the penalties include the possibility of imprisonment for 1 year or more, or to any offense involving money laundering, currency transaction reporting, facilitating or furthering terrorism, or fraud, or otherwise related to the operation of a financial institution.
(2) The office shall disallow any illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section, and the existence of such illegally obtained resources is grounds for denial of the application for license.
(3) An international trust entity that submits an application to the office shall concurrently submit a certificate issued by the supervisory authority of the country in which the international trust entity is chartered or organized which states that the international trust entity is duly organized and licensed, or otherwise authorized by operation of law to transact business as a trust entity, and lawfully existing in good standing.
(4) An international trust entity that has operated an international trust company representative office in this state for at least 3 years in a safe and sound manner, as defined by commission rule, and that is otherwise eligible to establish an additional office may establish one or more international trust company representative offices by providing an abbreviated application, and paying the appropriate license fee pursuant to s. 663.413.
(5) An application filed pursuant to this section must be made on a form prescribed by the commission and must contain such information as the commission or office requires.
(6) The office may, in its discretion, approve or disapprove the application, but it may not approve the application unless, in its opinion, the applicant meets each and every requirement of this part and any other applicable provision of the financial institutions codes. The office may approve the application only if it has determined that the directors, executive officers, and principal shareholders of the international trust entity are qualified by reason of their financial ability, reputation, and integrity and have sufficient trust company and other business experience to indicate that they will manage and direct the affairs of the international trust entity in a safe, sound, and lawful manner. In the processing of any application filed pursuant to this section, the time limitations under the Administrative Procedure Act do not apply as to approval or disapproval of the application. For applications filed on or after January 1, 2018, the time limitations for approval or disapproval of an application must be prescribed by rule of the commission.
(7) The office may not issue a license to an international trust entity unless it is chartered, licensed, or similarly authorized by operation of law in a jurisdiction in which any financial institution licensed or chartered by any state or federal regulatory agency in the United States may establish similar facilities or exercise similar powers.
(8) The office may not issue a license to an international trust entity for the purpose of operating an international trust company representative office in this state unless the trust entity:
(a) Holds an unrestricted license to conduct trust business in the foreign country under whose laws it is organized and chartered;
(b) Has been authorized by the foreign country’s appropriate regulatory authority to establish the proposed international trust company representative office; and
(c) Is adequately supervised by the appropriate regulatory agency in the foreign country in which it is organized and chartered.
(9) The commission shall establish, by rule, the general principles that determine the adequacy of supervision of an international trust entity’s foreign establishments. These principles must be based upon the need for cooperative supervisory efforts and consistent regulatory guidelines and must address, at a minimum, the capital adequacy, asset quality, management, earnings, liquidity, internal controls, audits, and foreign exchange operations and positions of the international trust entity. This subsection does not require examination by the home-country regulatory authorities of any office of an international trust entity in this state. The commission may also establish, by rule, other standards for approval of an application for a license as considered necessary to ensure the safe and sound operations of the international trust entity in this state.
History.—s. 27, ch. 2017-83.
663.407 Capital requirements.—
(1) For an international trust entity to qualify for a license under this part, the proposed capitalization of the international trust entity must be in such amount as the office determines is necessary, taking into consideration the risk profile of the international trust entity and the ability of the international trust entity to operate a licensed office in a safe and sound manner. In making this determination, the office shall consider the financial resources of the international trust entity, including:
(a) The international trust entity’s current and projected capital position, profitability, level of indebtedness, business and strategic plans, and off-balance sheet asset management and administration activities;
(b) The financial condition of any of the international trust entity’s existing offices located in the United States;
(c) The minimum capital requirements of the international trust entity’s home-country jurisdiction; and
(d) The capital ratio standards used in the United States and in the international trust entity’s home-country jurisdiction.
(2) The proposed capitalization of the international trust entity must be in such amount as the office deems adequate, but in no case may the total capital accounts of the international trust entity be less than $1 million.
(3) The office may specify such other conditions as it determines are appropriate, considering the public interest and the need to maintain a safe, sound, and competitive financial marketplace in this state.
(4) For purposes of this part, the capital accounts of and capital ratio standards for an international trust entity must be determined in accordance with rules adopted by the commission. In adopting such rules, the commission shall consider similar rules adopted by regulatory agencies in the United States and the need to provide reasonably consistent regulatory requirements for international trust entities doing business in this state, as well as capital adequacy standards of an international trust entity’s home-country jurisdiction.
History.—s. 28, ch. 2017-83.
663.408 Licenses; permissible activities of licensees.—
(1)(a) An international trust entity licensed to operate an office in this state may engage in the business authorized by this part at the office specified in such license for an indefinite period.
(b) An international trust entity may operate more than one licensed office, each at a different place of business, provided that each office is separately licensed.
(c) A license is not transferable or assignable. However, the location of a licensed office may be changed after notification to the office.
(d) A license must at all times be conspicuously displayed in the place of business specified therein.
(2) An international trust entity that proposes to terminate the operations of a licensed office in this state must surrender its license to the office and comply with such procedures as the commission may prescribe by rule.
(3) The license for an international trust company representative office in this state may be suspended or revoked by the office, with or without examination, upon its determination that the international trust entity or the licensed office does not meet all requirements for original licensing. Additionally, the office shall revoke the license of any licensed office that the office determines has been inactive for 6 months or longer. The commission may by rule prescribe additional conditions or standards under which the license of an international trust company representative office may be suspended or revoked.
(4) If any such license is surrendered by the international trust entity or is suspended or revoked by the office, all rights and privileges of the international trust entity to transact the business under the license cease. The commission shall prescribe by rule procedures for the surrender of a license and for the orderly cessation of business by an international trust entity in a manner that is not harmful to the interests of its customers or of the public.
History.—s. 29, ch. 2017-83.
663.4081 After-the-fact licensure process in the event of the acquisition, merger, or consolidation of international trust entities.—If an international trust entity proposes to acquire, merge, or consolidate with an international trust entity that presently operates an international trust company representative office licensed in this state, the office may allow the currently licensed international trust company representative office to remain open and in operation after consummation of the proposed acquisition, merger, or consolidation, subject to the filing with the office of an after-the-fact license application in accordance with all of the following conditions:
(1) The international trust entity or entities resulting from the acquisition, merger, or consolidation will not directly or indirectly own or control more than 5 percent of any class of the voting securities of, or control, a United States bank.
(2) Before consummation of the acquisition, merger, or consolidation, the international trust entity currently licensed to operate an international trust company representative office in this state must provide the office at least 30 days’ advance written notice, as prescribed by rules adopted by the commission, of the proposed acquisition, merger, or consolidation.
(3) Before consummation of the acquisition, merger, or consolidation, each international trust entity commits in writing that it will:
(a) Comply with the conditions in subsections (1) and (2) and file an after-the-fact application for a license under s. 663.406(1) within 60 days after consummation of the proposed acquisition, merger, or consolidation; and refrain from engaging in new lines of business and from otherwise expanding the activities of such establishment in this state until the disposition of the after-the-fact license application, in accordance with chapter 120; or
(b) Promptly wind down and close any international trust company representative office in this state if the international trust entities that are party to the acquisition, merger, or consolidation elect not to file an application for a license in accordance with paragraph (a); and, before such wind-down and closure, refrain from engaging in new lines of business or otherwise expanding the activities of such establishment in this state.
History.—s. 30, ch. 2017-83.
663.409 International trust company representative offices; permissible activities; requirements.—
(1) An international trust company representative office may conduct any nonfiduciary activities that are ancillary to the fiduciary business of its international trust entity, but may not act as a fiduciary. Permissible activities include advertising, marketing, and soliciting for fiduciary business on behalf of an international trust entity; contacting existing or potential customers, answering questions, and providing information about matters related to their accounts; serving as a liaison in this state between the international trust entity and its existing or potential customers; and engaging in any other activities approved by the office or under rules of the commission.
(2) Representatives and employees at such office may not act as a fiduciary, including, but not limited to, accepting the fiduciary appointment, executing the fiduciary documents that create the fiduciary relationship, making discretionary decisions regarding the investment or distribution of fiduciary accounts, or accepting custody of any trust property or any other good, asset, or thing of value on behalf of the affiliated international trust entity, its subsidiaries or affiliates, or subsidiaries and affiliates of the international trust company representative office.
(3) An international trust company representative office licensed by the office may engage in any activities permissible for a qualified limited service affiliate under part IV of this chapter.
History.—s. 10, ch. 2010-9; s. 31, ch. 2017-83.
663.410 Certification of capital accounts.—Before opening an office in this state, and annually thereafter so long as an international trust company representative office is maintained in this state, an international trust entity licensed pursuant to this part must certify to the office the amount of its capital accounts, expressed in the currency of the home jurisdiction where it has been authorized by charter, license, or similar authorization by operation of law to carry on trust business. The dollar equivalent of these amounts, as determined by the office, is deemed to be the amount of its capital accounts. The annual certification of capital accounts must be received by the office on or before June 30 of each year.
History.—s. 32, ch. 2017-83.
663.411 Reports; records.—
(1) An international trust entity that operates an office licensed under this part shall, at such times and in such form as the commission prescribes, make written reports in the English language to the office, under the oath of one of its officers, managers, or agents transacting business in this state, showing the amount of its assets and liabilities and containing such other matters as the commission or office requires. An international trust entity that maintains two or more representative offices may consolidate such information in one report unless the office requires otherwise for purposes of its supervision of the condition and operations of each such office. The late filing of such reports is subject to an administrative fine as prescribed under s. 655.045(2). If the international trust entity fails to make such report as directed by the office or if such report contains a false statement knowingly made, the same is grounds for revocation of the license of the international trust entity.
(2) An international trust entity that operates an office licensed under this part shall cause to be kept, at a location accepted by the office:
(a) Correct and complete books and records of account of the business operations transacted by such office. All policies and procedures relating specifically to the operations of such office, as well as any existing general ledger or subsidiary accounts, must be maintained in the English language; however, any policies and procedures of the international trust entity which are not specific to the operations of such office may be maintained in a language other than English.
(b) Current copies of the charter or statement of operation and bylaws of the international trust entity, relative to the operations of the international trust company representative office, and minutes of the proceedings of its directors, officers, or committees relative to the business of the international trust company representative office. Such records may be maintained in a language other than English and must be kept pursuant to s. 655.91 and be made available to the office, upon request, at any time during regular business hours of the international trust company representative office.
(3) Any failure to keep such records as required in subsection (2) or any refusal to produce such records upon request by the office is grounds for suspension or revocation of any license issued under this part.
(4) The office may require at any time that any document not written in the English language which the office deems necessary for the purposes of its regulatory and supervisory functions be translated into English at the expense of the international trust entity.
History.—s. 33, ch. 2017-83.
663.412 Termination of international trust entity’s charter or authority.—
(1)(a) An international trust entity that is licensed to maintain an office in this state may not continue to conduct its licensed business in this state if the international trust entity:
1. Is dissolved, or its authority or existence is otherwise terminated or canceled in the home jurisdiction where it has been authorized by charter, license, or similar authorization by operation of law to carry on trust business;
2. Is in bankruptcy, conservatorship, receivership, liquidation, or similar status under the laws of any country; or
3. Is operating under the direct control of the government or the regulatory or supervisory authority of the jurisdiction where it has been authorized by charter, license, or similar authorization by operation of law to carry on trust business through government intervention or any other extraordinary actions.
(b)1. Notwithstanding subparagraphs (a)2. and 3., the office may permit an international trust company representative office to remain open and in operation under the following conditions:
a. Within 30 days after the occurrence of an event described in subparagraph (a)2. or subparagraph (a)3., the international trust company representative office provides the office with a plan to wind down its affairs and business within the subsequent 90 days or provides an interim operational plan outlining parameters for its continued operation. If the office finds that such interim operational plan does not allow for the conduct of business in a safe and sound manner, the office shall revoke the license.
b. The international trust entity is authorized by the foreign country in which it is organized and licensed to address the affairs of any international trust company representative office in this state.
c. The international trust company representative office does not engage in any new lines of business or otherwise expand its activities in this state.
d. The office determines that allowing the international trust company representative office to remain open furthers domestic and foreign supervisory cooperation.
e. The office determines that allowing the international trust company representative office to remain open is in the public’s interest and does not present an immediate or serious danger to the public health, safety, or welfare.
2. The commission may establish, by rule, additional standards and conditions for approval of an interim operational plan and for ongoing compliance with the plan. Such standards and conditions shall be based upon the need for cooperative supervisory efforts, consistent regulatory oversight, and the orderly administration of the international trust entity’s affairs.
3. After the resolution of all applicable events described in subparagraphs (a)2. and 3., if an international trust entity is no longer authorized by the foreign country in which it is organized and supervised to conduct trust business, the international trust company representative office shall surrender its license in accordance with s. 663.408.
(2) The international trust entity or its surviving officers and directors shall deliver to the office:
(a) A certificate of the official who is responsible for records of trust entities in the jurisdiction where the international trust entity has been authorized by charter, license, or similar authorization by operation of law to carry on trust business of the international trust entity, attesting to the occurrence of any event described in paragraph (1)(a);
(b) A certified copy of an order or decree of a court of such jurisdiction, directing the dissolution of such international trust entity, the termination of its existence, or the cancellation of its authority, or declaring its status in bankruptcy, conservatorship, receivership, liquidation, or similar proceedings; or
(c) Other reliable documentation evidencing that the international trust entity is operating under the direct control of its government or a regulatory or supervisory authority.
(3) The filing of the certificate, order, documentation, or decree has the same effect as the revocation of the license of such international trust entity as provided in s. 663.408, unless the office has permitted the international trust company representative office to remain open and in operation pursuant to paragraph (1)(b).
History.—s. 34, ch. 2017-83.
663.413 Application and examination fees.—
(1) An application for a license to establish an international trust company representative office under this part must be accompanied by a nonrefundable $5,000 filing fee, payable to the office.
(2) An international trust entity that maintains an office licensed under this part must pay to the office examination fees that are determined by the commission by rule and that are calculated in a manner so as to be equal to the actual cost of each examiner’s participation in the examination, as measured by the examiner’s pay scale, plus any other expenses directly incurred in the examination. However, the examination fees may not be less than $200 per day for each examiner participating in the examination.
History.—s. 35, ch. 2017-83.
663.414 Rules; exemption from statement of estimated regulatory costs requirements.—In addition to any other rulemaking authority it has under the financial institutions codes, the commission may adopt reasonable rules that it deems advisable for the administration of international trust entities under this part in the interest of protecting depositors, creditors, borrowers, or the public interest and in the interest of maintaining a sound banking and trust system in this state. Because of the difficulty in obtaining economic data with regard to such trusts, ss. 120.54(3)(b) and 120.541 do not apply to the adoption of rules pursuant to this section.
History.—s. 36, ch. 2017-83.
663.415 Travel expenses.—If domestic or foreign travel is deemed necessary by the office to effectuate the purposes of this part, the office must be reimbursed for actual, reasonable, and necessary expenses incurred in such domestic or foreign travel by the international trust company representative office under examination.
History.—s. 37, ch. 2017-83.
663.416 Public records exemption.—
(1) DEFINITIONS.—As used in this section, the term:
(a) “Reports of examinations, operations, or condition” means records submitted to or prepared by the office as part of the office’s duties performed pursuant to s. 655.012 or s. 655.045.
(b) “Working papers” means the records of the procedure followed, the tests performed, the information obtained, and the conclusions reached in an investigation or examination performed under s. 655.032 or s. 655.045. The term includes planning documentation, work programs, analyses, memoranda, letters of confirmation and representation, abstracts of the books and records of a financial institution, as defined in s. 655.005, and schedules or commentaries prepared or obtained in the course of such investigation or examination.
(2) PUBLIC RECORDS EXEMPTION.—The following information held by the office is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution:
(a) Any personal identifying information of the customers or prospective customers of an affiliated international trust entity which appears in the books and records of an international trust company representative office or in records relating to reports of examinations, operations, or condition of an international trust company representative office, including working papers.
(b) Any portion of a list of names of the shareholders or members of an affiliated international trust entity.
(c) Information received by the office from a person from another state or country or the Federal Government which is otherwise confidential or exempt pursuant to the laws of that state or country or pursuant to federal law.
(3) AUTHORIZED RELEASE OF CONFIDENTIAL AND EXEMPT INFORMATION.—Information made confidential and exempt under subsection (2) may be disclosed by the office:
(a) To the authorized representative or representatives of the international trust company representative office under examination. The authorized representative or representatives must be identified in a resolution or by written consent of the board of directors, or the equivalent, of the international trust entity.
(b) To a fidelity insurance company, upon written consent of the board of directors, or the equivalent, of the international trust entity.
(c) To an independent auditor, upon written consent of the board of directors, or the equivalent, of the international trust entity.
(d) To the liquidator, receiver, or conservator for the international trust entity, if a liquidator, receiver, or conservator is appointed. However, any portion of the information which discloses the identity of a customer or prospective customer of the international trust entity, or a shareholder or member of the international trust entity, must be redacted by the office before releasing such portion to the liquidator, receiver, or conservator.
(e) To a law enforcement agency in furtherance of the agency’s official duties and responsibilities.
(f) To the appropriate law enforcement or prosecutorial agency for the purpose of reporting any suspected criminal activity.
(g) Pursuant to a legislative subpoena. A legislative body or committee that receives records or information pursuant to such a subpoena must maintain the confidential status of the records or information, except in a case involving the investigation of charges against a public official subject to impeachment or removal, in which case the records or information may be disclosed only to the extent necessary as determined by such legislative body or committee.
(4) PUBLICATION OF INFORMATION.—This section does not prevent or restrict the publication of a report required by federal law.
(5) PENALTY.—A person who willfully, in violation of this section, discloses information made confidential and exempt by this section commits a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(6) OPEN GOVERNMENT SUNSET REVIEW.—This section is subject to the Open Government Sunset Review Act in accordance with s. 119.15 and is repealed on October 2, 2022, unless reviewed and saved from repeal through reenactment by the Legislature.
History.—s. 1, ch. 2017-84.
PART IV
QUALIFIED LIMITED SERVICE AFFILIATESOF INTERNATIONAL TRUST ENTITIES
663.530 Definitions.
663.531 Permissible activities; prohibited activities.
663.532 Qualification.
663.5325 Civil action subpoena enforcement.
663.533 Applicability of the financial institutions codes.
663.534 Events that require notice to be provided to the office.
663.535 Notice to customers.
663.536 Recordkeeping requirements for trade, industry, or professional events.
663.537 Examination or investigation of a qualified limited service affiliate.
663.538 Suspension, revocation, or voluntary surrender of qualification.
663.539 Biennial qualification renewal.
663.540 Public records exemption.
663.530 Definitions.—
(1) As used in ss. 663.531-663.539, the term:
(a) “Foreign country” means a country other than the United States and includes any colony, dependency, or possession of such country notwithstanding any definitions in chapter 658, and any territory of the United States, including Guam, American Samoa, the Virgin Islands, and the Commonwealth of Puerto Rico.
(b) “Home-country regulator” means the supervisory authority or equivalent or other similarly sanctioned body, organization, governmental entity, or recognized authority, which has similar responsibilities in a foreign country in which and by whom an international trust entity is licensed, chartered, or has similar authorization to organize and operate.
(c) “International trust entity” means an international trust company or organization, or any similar business entity, or an affiliated or subsidiary entity that is licensed, chartered, or similarly permitted to conduct trust business in a foreign country or countries under the laws where such entity is organized and supervised.
(d) “Nonresident” has the same meaning as in s. 663.01.
(e) “Professional” means an accountant, attorney, or other financial services and wealth planning professional who is licensed by a governing body or affiliated with a licensed, chartered, or similarly authorized entity.
(f) “Qualified limited service affiliate” means a person or entity that is qualified under this part to perform the permissible activities outlined in s. 663.531 related to or for the benefit of an affiliated international trust entity.
(2) As used in ss. 663.531-663.539, the terms “affiliate,” “commission,” “executive officer,” “financial institution,” “financial institution-affiliated party,” “financial institutions codes,” “office,” “officer,” “state,” and “subsidiary” have the same meaning as provided in s. 655.005.
History.—s. 39, ch. 2017-83.
663.531 Permissible activities; prohibited activities.—
(1) Qualification as a qualified limited service affiliate under this part does not provide any exemption from licensure, registration, application, and requirements to conduct licensed business activities in this state. A qualified limited service affiliate may engage in any of the following permissible activities, which are not meant to be restrictive unless an activity is prohibited under subsection (2):
(a) Marketing and liaison services related to or for the benefit of the affiliated international trust entities, directed exclusively at professionals and current or prospective nonresident clients of an affiliated international trust entity;
(b) Advertising and marketing at trade, industry, or professional events;
(c) Transmission of documents between the international trust entity and its current or prospective clients or a designee of such clients; and
(d) Transmission of information about the trust or trust holdings of current clients between current clients or their designees and the international trust entity.
(2) A qualified limited service affiliate may not engage in any of the following activities:
(a) Advertising and marketing related to or for the benefit of the international trust entity which are directed to the general public;
(b) Acting as a fiduciary, including, but not limited to, accepting the fiduciary appointment, executing the fiduciary documents that create the fiduciary relationship, or making discretionary decisions regarding the investment or distribution of fiduciary accounts;
(c) Accepting custody of any trust property or any other good, asset, or thing of value on behalf of the affiliated international trust entity, its subsidiaries or affiliates, or subsidiaries and affiliates of the qualified limited service affiliate;
(d) Soliciting business within this state from the general public related to or for the benefit of an affiliated international trust entity;
(e) Adding a director, an executive officer, a principal shareholder, a manager, a managing member, or an equivalent position to the qualified limited service affiliate without prior written notification to the office;
(f) Commencing services for an international trust entity without complying with the requirements of s. 663.532;
(g) Providing services for any international trust entity that is in bankruptcy, conservatorship, receivership, liquidation, or a similar status under the laws of any country; or
(h) Otherwise conducting banking or trust business.
(3) The provisions of subsection (2) are not deemed to prevent the qualified limited service affiliate’s use of an international trust entity’s website, or its own website, if the posted information or communication includes the following:
(a) The following statement: “Certain described services are not offered to the general public in Florida, but are marketed by (insert name of qualified limited service affiliate) exclusively to professionals and current or prospective non-U.S. resident clients of the affiliated international trust entity or entities.”
(b) The notice required by s. 663.535.
(4) In addition to any other power conferred upon it to enforce and administer this chapter and the financial institutions codes, the office may impose any remedy or penalty pursuant to s. 655.033, relating to cease and desist orders; s. 655.034, relating to injunctions; s. 655.037, relating to removal of a financial institution-affiliated party by the office; or s. 655.041, relating to administrative fines and enforcement, if a qualified limited service affiliate engages in any of the impermissible activities in subsection (2).
History.—s. 40, ch. 2017-83.
663.532 Qualification.—
(1) To qualify as a qualified limited service affiliate under this part, a proposed qualified limited service affiliate must file a written notice with the office, in the manner and on a form prescribed by the commission. Such written notice must include:
(a) The name under which the proposed qualified limited service affiliate will conduct business in this state.
(b) A copy of the articles of incorporation or articles of organization, or the equivalent, of the proposed qualified limited service affiliate.
(c) The physical address where the proposed qualified limited service affiliate will conduct business.
(d) The mailing address of the proposed qualified limited service affiliate.
(e) The name and biographical information of each director, executive officer, manager, managing member, or equivalent position of the proposed qualified limited service affiliate, to be submitted on a form prescribed by the commission.
(f) The number of officers and employees of the proposed qualified limited service affiliate.
(g) A detailed list and description of the activities to be conducted by the proposed qualified limited service affiliate. The detailed list and description must include:
1. The services and activities of the proposed qualified limited service affiliate;
2. An explanation of how the services and activities of the proposed qualified limited service affiliate serve the business purpose of each international trust entity; and
3. An explanation of how the services and activities of the proposed qualified limited service affiliate are distinguishable from those of the permissible activities of an international trust company representative office described under s. 663.409.
(h) Disclosure of any instance occurring within the prior 10 years when the proposed qualified limited service affiliate’s director, executive officer, principal shareholder, manager, managing member, or equivalent position was:
1. Arrested for, charged with, or convicted of, or pled guilty or nolo contendere to, regardless of adjudication, any offense that is punishable by imprisonment for a term exceeding 1 year, or to any offense that involves money laundering, currency transaction reporting, tax evasion, facilitating or furthering terrorism, fraud, theft, larceny, embezzlement, fraudulent conversion, misappropriation of property, dishonesty, breach of trust, breach of fiduciary duty, or moral turpitude, or that is otherwise related to the operation of a financial institution;
2. Fined or sanctioned as a result of a complaint to the office or any other state or federal regulatory agency; or
3. Ordered to pay a fine or penalty in a proceeding initiated by a federal, state, foreign, or local law enforcement agency or an international agency related to money laundering, currency transaction reporting, tax evasion, facilitating or furthering terrorism, fraud, theft, larceny, embezzlement, fraudulent conversion, misappropriation of property, dishonesty, breach of trust, breach of fiduciary duty, or moral turpitude, or that is otherwise related to the operation of a financial institution.
(i) A declaration under penalty of perjury signed by the executive officer, manager, or managing member of the proposed qualified limited service affiliate that, to the best of his or her knowledge:
1. No employee, representative, or agent provides, or will provide, banking services; promotes or sells, or will promote or sell, investments; or accepts, or will accept, custody of assets.
2. No employee, representative, or agent acts, or will act, as a fiduciary in this state, which includes, but is not limited to, accepting the fiduciary appointment, executing the fiduciary documents that create the fiduciary relationship, or making discretionary decisions regarding the investment or distribution of fiduciary accounts.
3. The jurisdiction of the international trust entity or its offices, subsidiaries, or any affiliates that are directly involved in or facilitate the financial services functions, banking, or fiduciary activities of the international trust entity is not listed on the Financial Action Task Force Public Statement or on its list of jurisdictions with deficiencies in anti-money laundering or counterterrorism.
(j) For each international trust entity that the proposed qualified limited service affiliate will provide services for in this state, the following:
1. The name of the international trust entity;
2. A list of the current officers and directors of the international trust entity;
3. Any country where the international trust entity is organized or authorized to do business;
4. The name of the home-country regulator;
5. Proof that the international trust entity has been authorized by charter, license, or similar authorization by its home-country regulator to engage in trust business;
6. Proof that the international trust entity lawfully exists and is in good standing under the laws of the jurisdiction where it is chartered, licensed, or organized;
7. A statement that the international trust entity is not in bankruptcy, conservatorship, receivership, liquidation, or in a similar status under the laws of any country;
8. Proof that the international trust entity is not operating under the direct control of the government or the regulatory or supervisory authority of the jurisdiction of its incorporation, through government intervention or any other extraordinary actions, and confirmation that it has not been in such a status or under such control at any time within the prior 3 years;
9. Proof and confirmation that the proposed qualified limited service affiliate is affiliated with the international trust entities provided in the notice; and
10. Proof that the jurisdictions where the international trust entity or its offices, subsidiaries, or any affiliates that are directly involved in or that facilitate the financial services functions, banking, or fiduciary activities of the international trust entity are not listed on the Financial Action Task Force Public Statement or on its list of jurisdictions with deficiencies in anti-money laundering or counterterrorism.
(k) A declaration under penalty of perjury, signed by an executive officer, manager, or managing member of each affiliated international trust entity, declaring that the information provided to the office is true and correct to the best of his or her knowledge.
The proposed qualified limited service affiliate may provide additional information in the form of exhibits when attempting to satisfy any of the qualification requirements. All information that the proposed qualified limited service affiliate desires to present to support the written notice must be submitted with the notice.
(2) The office may request additional information as the office reasonably requires. Any request for additional information must be made by the office within 30 days after initial receipt of the written notice. Additional information must be submitted within 60 days after a request has been made by the office. Failure to respond to such request within 60 days after the date of the request is a ground for denial of the qualification. A notice is not deemed complete until all requested information has been submitted to the office. Upon deeming the notice complete, the office has 120 days to qualify the proposed qualified limited service affiliate or issue a denial. An order denying a qualification must contain notice of opportunity for a hearing pursuant to ss. 120.569 and 120.57.
(3) A qualification under this part must be summarily suspended by the office if the qualified limited service affiliate made a material false statement in the written notice. The summary suspension must remain in effect until a final order is entered by the office. For purposes of s. 120.60(6), a material false statement made in the qualified limited service affiliate’s written notice constitutes an immediate and serious danger to the public health, safety, and welfare. If a qualified limited service affiliate made a material false statement in the written notice, the office must enter a final order revoking the qualification and may issue a fine as prescribed by s. 655.041 or issue an order of suspension, removal, or prohibition under s. 655.037 to a financial institution-affiliated party of the qualified limited service affiliate.
(4) Upon the filing of a completed qualification notice under this section, the office shall make an investigation of the character, reputation, business experience, and business qualifications of the proposed qualified limited service affiliate’s proposed directors, executive officers, principal shareholder, managers, managing members, or equivalent positions. The office shall approve the qualification only if it has determined that such persons are qualified by reason of their ability, reputation, and integrity and have sufficient experience to manage and direct the affairs of the qualified limited service affiliate in a lawful manner and in accordance with the requirements for obtaining and maintaining a qualification under this part. When evaluating a qualification notice, the office may consider factors reasonably related to an offense or related to a violation, fine, or penalty, such as mitigating factors, history of multiple violations, severity of the offense, and showings of rehabilitation.
(5) A qualification is not transferable or assignable.
(6) No later than March 31, 2018, a person or entity that previously qualified under the moratorium in former s. 663.041 must seek qualification as a qualified limited service affiliate or cease doing business in this state. Notwithstanding the expiration of the moratorium under former s. 663.041, a person or entity that previously qualified under such moratorium may remain open and in operation but shall refrain from engaging in new lines of business in this state until qualified as a qualified limited service affiliate under this part.
History.—ss. 41, 42, ch. 2017-83; s. 87, ch. 2018-110; s. 30, ch. 2018-111.
663.5325 Civil action subpoena enforcement.—
(1) Notwithstanding s. 655.059, a qualified limited service affiliate established under this chapter is not required to produce a book or record pertaining to a customer of an affiliated international trust entity that is located outside the United States or its territories in response to a subpoena if the book or record is maintained outside the United States or its territories and is not in the possession, custody, or control of the qualified limited service affiliate.
(2) This section applies only to a subpoena issued pursuant to the Florida Rules of Civil Procedure, the Federal Rules of Civil Procedure, or other similar law or rule of civil procedure in another state or territory of the United States. This section does not apply to a subpoena issued by or on behalf of a federal, state, or local government law enforcement agency, administrative or regulatory agency, legislative body, or grand jury and does not limit the power of the office to access all books and records in the exercise of the office’s regulatory and supervisory powers under the financial institutions codes.
History.—s. 43, ch. 2017-83.
663.533 Applicability of the financial institutions codes.—A qualified limited service affiliate is subject to the financial institutions codes. Without limiting the foregoing, the following provisions are applicable to a qualified limited service affiliate:
(1) Section 655.012, relating to general supervisory powers of the office.
(2) Section 655.031, relating to administrative enforcement guidelines.
(3) Section 655.032, relating to investigations, subpoenas, hearings, and witnesses.
(4) Section 655.0321, relating to restricted access to certain hearings, proceedings, and related documents.
(5) Section 655.033, relating to cease and desist orders.
(6) Section 655.034, relating to injunctions.
(7) Section 655.037, relating to removal of a financial institution-affiliated party by the office.
(8) Section 655.041, relating to administrative fines and enforcement.
(9) Section 655.057, relating to restrictions on access to public records.
(10) Section 655.059, relating to access to books and records.
(11) Section 655.0591, relating to trade secret documents.
(12) Section 655.91, relating to records of institutions and copies thereof; retention and destruction.
(13) Section 655.968, relating to financial institutions; transactions relating to Iran or terrorism.
This section does not prohibit the office from investigating or examining an entity to ensure that it is not in violation of this chapter or applicable provisions of the financial institutions codes.
History.—s. 44, ch. 2017-83.
663.534 Events that require notice to be provided to the office.—A qualified limited service affiliate must report to the office, within 15 days of its knowledge of the occurrence, any changes to the information previously relied upon by the office when qualifying or renewing a qualification under this part.
History.—s. 45, ch. 2017-83.
663.535 Notice to customers.—All marketing documents and advertisements and any display at the location of the qualified limited service affiliate or at any trade or marketing event must contain the following statement in a contrasting color in at least 10-point type: “The Florida Office of Financial Regulation DOES NOT provide safety and soundness oversight of this company, does not provide any opinion as to any affiliated companies or products, and does not provide the oversight of this company’s affiliated international trust entities or the jurisdictions within which they operate. This company may not act as a fiduciary and may not accept the fiduciary appointment, execute or transmit fiduciary documents, take possession of any assets, create a fiduciary relationship, make discretionary decisions regarding the investment or distribution of fiduciary accounts, provide banking services, or promote or sell investments.”
History.—s. 46, ch. 2017-83.
663.536 Recordkeeping requirements for trade, industry, or professional events.—A qualified limited service affiliate who participates in a trade, industry, or professional event pursuant to s. 663.531 must keep a record of its participation in the event. The record must be maintained for at least 2 years following the event and must contain the following information:
(1) The date, time, and location of the event;
(2) To the extent known or available, a list of participants in the event, including other vendors, presenters, attendees, and targeted attendees;
(3) The nature and purpose of the event;
(4) The qualified limited service affiliate’s purpose for participating in the event; and
(5) Samples of materials or, when samples are unavailable, descriptions of materials provided by the qualified limited service affiliate to attendees and other participants.
History.—s. 47, ch. 2017-83.
663.537 Examination or investigation of a qualified limited service affiliate.—The office may conduct an examination or investigation of a qualified limited service affiliate at any time that it deems necessary to determine whether the qualified limited service affiliate or financial institution-affiliated party thereof has violated, or is about to violate, any provision of this chapter, any applicable provision of the financial institutions codes, or any rule adopted by the commission pursuant to this chapter or the financial institutions codes. The office shall conduct an examination of each qualified limited service affiliate at least once every 18 months to assess compliance with this part and the financial institutions codes. The office may conduct an examination, before or after qualification, of any person or entity that submits the written notice for qualification pursuant to s. 663.532 to confirm information provided in the written notice and to confirm the activities of the person or entity seeking qualification.
History.—s. 48, ch. 2017-83.
663.538 Suspension, revocation, or voluntary surrender of qualification.—
(1) A qualified limited service affiliate that proposes to terminate operations in this state shall surrender its qualification to the office and comply with such procedures as required by rule of the commission.
(2) A qualified limited service affiliate that fails to renew its qualification may be subject to a fine and penalty; however, such qualified limited service affiliate may renew its qualification within 30 days after expiration or may surrender the qualification in accordance with procedures prescribed by commission rule.
(3) The qualification of a qualified limited service affiliate in this state may be suspended or revoked by the office, with or without examination, upon the office’s determination that the qualified limited service affiliate does not meet all requirements for original or renewal qualification.
(4) If a qualified limited service affiliate surrenders its qualification or its qualification is suspended or revoked by the office, all rights and privileges afforded by this part to the qualified limited service affiliate cease.
(5) At least 60 days before a proposed date of voluntary termination of a qualification, a qualified limited service affiliate must provide to the office written notice by letter of its intention to surrender its qualification and terminate operations. The notice must include the proposed date of termination and the name of the officer in charge of the termination procedures.
(6) The office may conduct an examination of the books and records of a qualified limited service affiliate at any time after receipt of the notice of surrender of qualification to confirm the winding down of operations.
(7) Operations of a qualified limited service affiliate are deemed terminated effective upon the later of the expiration of 60 days from the date of the filing of the notice of voluntary surrender or upon the date provided in the notice of voluntary surrender, unless the office provides written notice specifying the grounds for denial of such proposed termination. The office may not deny a request to terminate unless it learns of the existence of any outstanding claim or claims against the qualified limited service affiliate, it finds that the requirements to terminate operations have not been satisfied, or there is an immediate and serious danger to the public health, safety, and welfare if the termination occurred.
History.—s. 49, ch. 2017-83.
663.539 Biennial qualification renewal.—A qualification must be renewed every 2 years. A qualification must be renewed by furnishing such information as the commission requires. A complete biennial renewal of qualification must include a declaration under penalty of perjury, signed by the executive officer or managing member of the qualified limited service affiliate seeking renewal, declaring that the information submitted for the purposes of renewal is true and correct to the best of his or her knowledge, and confirming or providing all of the following:
(1) That the qualified limited service affiliate is in compliance with this part.
(2) The physical location of the principal place of business of the qualified limited service affiliate.
(3) The telephone number of the qualified limited service affiliate.
(4) A list of the qualified limited service affiliate’s current directors, executive officers, principal shareholder, managers, managing members, or equivalent positions.
(5) Any updates or changes in information which were not previously provided either in the initial qualification or in subsequent qualification renewals or which were not previously disclosed to the office.
History.—s. 50, ch. 2017-83.
663.540 Public records exemption.—
(1) DEFINITIONS.—As used in this section, the term:
(a) “Reports of examinations, operations, or condition” means records submitted to or prepared by the office as part of the office’s duties performed pursuant to s. 655.012 or s. 663.537.
(b) “Working papers” means the records of the procedure followed, the tests performed, the information obtained, and the conclusions reached in an investigation or examination performed under s. 655.032 or s. 663.537. The term includes planning documentation, work programs, analyses, memoranda, letters of confirmation and representation, abstracts of the books and records of a financial institution, as defined in s. 655.005, and schedules or commentaries prepared or obtained in the course of such investigation or examination.
(2) PUBLIC RECORDS EXEMPTION.—The following information held by the office is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution:
(a) Any personal identifying information of the customers or prospective customers of an affiliated international trust entity which appears in the books and records of a qualified limited service affiliate or in records relating to reports of examinations, operations, or condition of a qualified limited service affiliate, including working papers.
(b) Any portion of a list of names of the shareholders or members of a qualified limited service affiliate.
(c) Information received by the office from a person from another state or country or the Federal Government which is otherwise confidential or exempt pursuant to the laws of that state or country or pursuant to federal law.
(3) AUTHORIZED RELEASE OF CONFIDENTIAL AND EXEMPT INFORMATION.—Information made confidential and exempt under subsection (2) may be disclosed by the office:
(a) To the authorized representative or representatives of the qualified limited service affiliate under examination. The authorized representative or representatives must be identified in a resolution or by written consent of the board of directors, if the qualified limited service affiliate is a corporation, or of the managers, if the qualified limited service affiliate is a limited liability company.
(b) To a fidelity insurance company, upon written consent of the qualified limited service affiliate’s board of directors, if the qualified limited service affiliate is a corporation, or of the managers, if the qualified limited service affiliate is a limited liability company.
(c) To an independent auditor, upon written consent of the qualified limited service affiliate’s board of directors, if the qualified limited service affiliate is a corporation, or of the managers, if the qualified limited service affiliate is a limited liability company.
(d) To the liquidator, receiver, or conservator for a qualified limited service affiliate, if a liquidator, receiver, or conservator is appointed. However, any portion of the information which discloses the identity of a customer of the affiliated international trust entity, or a shareholder or member of the qualified limited service affiliate, must be redacted by the office before releasing such portion to the liquidator, receiver, or conservator.
(e) To a law enforcement agency in furtherance of the agency’s official duties and responsibilities.
(f) To the appropriate law enforcement or prosecutorial agency for the purpose of reporting any suspected criminal activity.
(g) Pursuant to a legislative subpoena. A legislative body or committee that receives records or information pursuant to such a subpoena must maintain the confidential status of the records or information, except in a case involving the investigation of charges against a public official subject to impeachment or removal, in which case the records or information may be disclosed only to the extent necessary as determined by such legislative body or committee.
(4) PUBLICATION OF INFORMATION.—This section does not prevent or restrict the publication of a report required by federal law.
(5) PENALTY.—A person who willfully, in violation of this section, discloses information made confidential and exempt by this section commits a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(6) OPEN GOVERNMENT SUNSET REVIEW.—This section is subject to the Open Government Sunset Review Act in accordance with s. 119.15 and is repealed on October 2, 2022, unless reviewed and saved from repeal through reenactment by the Legislature.
History.—s. 3, ch. 2017-84.