Florida Senate - 2021 COMMITTEE AMENDMENT
Bill No. CS for SB 1950
Ì104868PÎ104868
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
03/30/2021 .
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The Committee on Judiciary (Gruters) recommended the following:
1 Senate Substitute for Amendment (786308) (with title
2 amendment)
3
4 Delete lines 192 - 524
5 and insert:
6 federal agency conducting the examination or upon the office
7 conducting the examination instead.
8 (4) A copy of the report of each examination must be
9 furnished to the financial institution entity examined and
10 presented to the board of directors at its next regular or
11 special meeting. Each director shall review the report and
12 acknowledge receipt of the report and such review by signing and
13 dating the prescribed signature page of the report and returning
14 a copy of the signed page to the office.
15 Section 6. Section 655.414, Florida Statutes, is amended to
16 read:
17 655.414 Acquisition of assets; assumption of liabilities.
18 With prior approval of the office and upon such conditions as
19 the commission prescribes by rule, a financial institution
20 entity may acquire 50 percent or more all or substantially all
21 of the assets or liabilities of, or a combination of assets and
22 liabilities of, or assume all or any part of the liabilities of,
23 any other financial institution in accordance with the
24 procedures and subject to the following conditions and
25 limitations:
26 (1) CALCULATION OF ASSET OR LIABILITY PERCENTAGES.
27 Percentages of assets or liabilities must be calculated based on
28 the most recent quarterly reporting date.
29 (2) ADOPTION OF A PLAN.—The board of directors of the
30 acquiring or assuming financial entity and the board of
31 directors of the transferring financial institution must adopt,
32 by a majority vote, a plan for such acquisition, assumption, or
33 sale on terms that are mutually agreed upon. The plan must
34 include:
35 (a) The names and types of financial institutions involved.
36 (b) A statement setting forth the material terms of the
37 proposed acquisition, assumption, or sale, including the plan
38 for disposition of all assets and liabilities not subject to the
39 plan.
40 (c) A provision for liquidation, if applicable, of the
41 transferring financial institution upon execution of the plan,
42 or a provision setting forth the business plan for the continued
43 operation of each financial institution after the execution of
44 the plan.
45 (d) A statement that the entire transaction is subject to
46 written approval of the office and approval of the members or
47 stockholders of the transferring financial institution.
48 (e) If a stock financial institution is the transferring
49 financial institution and the proposed sale is not for cash, a
50 clear and concise statement that dissenting stockholders of the
51 institution are entitled to the rights set forth in s. 658.44(4)
52 and (5).
53 (f) The proposed effective date of the acquisition,
54 assumption, or sale and such other information and provisions as
55 necessary to execute the transaction or as required by the
56 office.
57 (3)(2) APPROVAL OF OFFICE.—Following approval by the board
58 of directors of each participating financial institution, the
59 plan, together with certified copies of the authorizing
60 resolutions adopted by the boards and a completed application
61 with a nonrefundable filing fee, must be forwarded to the office
62 for approval or disapproval. The office shall approve the plan
63 of acquisition, assumption, or sale if it appears that:
64 (a) The resulting financial entity or entities would have
65 an adequate capital structure in relation to their activities
66 and their deposit liabilities;
67 (b) The plan is fair to all parties; and
68 (c) The plan is not contrary to the public interest.
69
70 If the office disapproves the plan, it shall state its
71 objections and give the parties an opportunity to amend the plan
72 to overcome such objections.
73 (4)(3) VOTE OF MEMBERS OR STOCKHOLDERS.—If the office
74 approves the plan, it may be submitted to the members or
75 stockholders of the transferring financial institution at an
76 annual meeting or at a special meeting called to consider such
77 action. Upon a majority vote of the total number of votes
78 eligible to be cast or, in the case of a credit union, a
79 majority vote of the members present at the meeting, the plan is
80 adopted.
81 (5)(4) ADOPTED PLAN; CERTIFICATE; ABANDONMENT.—
82 (a) If the plan is adopted by the members or stockholders
83 of the transferring financial institution, the president or vice
84 president and the cashier, manager, or corporate secretary of
85 such institution shall submit the adopted plan to the office,
86 together with a certified copy of the resolution of the members
87 or stockholders approving it.
88 (b) Upon receipt of the certified copies and evidence that
89 the participating financial institutions have complied with all
90 applicable state and federal law and rules, the office shall
91 certify, in writing, to the participants that the plan has been
92 approved.
93 (c) Notwithstanding approval of the members or stockholders
94 or certification by the office, the board of directors of the
95 transferring financial institution may abandon such a
96 transaction without further action or approval by the members or
97 stockholders, subject to the rights of third parties under any
98 contracts relating thereto.
99 (6)(5) FEDERALLY CHARTERED OR OUT-OF-STATE INSTITUTION AS A
100 PARTICIPANT.—If one of the participants in a transaction under
101 this section is a federally chartered financial institution or
102 an out-of-state financial institution, all participants must
103 also comply with requirements imposed by federal and other state
104 law for the acquisition, assumption, or sale and provide
105 evidence of such compliance to the office as a condition
106 precedent to the issuance of a certificate authorizing the
107 transaction; however, if the purchasing or assuming financial
108 institution is a federal or out-of-state state-chartered
109 financial institution and the transferring state financial
110 entity will be liquidated, approval of the office is not
111 required.
112 (7)(6) STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.—A
113 mutual financial institution may not sell 50 percent or more all
114 or substantially all of its assets to a stock financial
115 institution until it has first converted into a capital stock
116 financial institution in accordance with s. 665.033(1) and (2).
117 For this purpose, references in s. 665.033(1) and (2) to
118 associations also refer to credit unions but, in the case of a
119 credit union, the provision concerning proxy statements does not
120 apply.
121 Section 7. Paragraph (c) of subsection (3) of section
122 655.50, Florida Statutes, is amended to read:
123 655.50 Florida Control of Money Laundering and Terrorist
124 Financing in Financial Institutions Act.—
125 (3) As used in this section, the term:
126 (c) “Financial institution” has the same meaning as in s.
127 655.005(1)(i), excluding an international representative office,
128 an international administrative office, or a qualified limited
129 service affiliate means a financial institution, as defined in
130 31 U.S.C. s. 5312, as amended, including a credit card bank,
131 located in this state.
132 Section 8. Present subsections (2) through (8) of section
133 657.021, Florida Statutes, are redesignated as subsections (3)
134 through (9), respectively, and a new subsection (2) is added to
135 that section, to read:
136 657.021 Board of directors; executive committee
137 responsibilities; oaths; reports to the office.—
138 (2) Within the 30 days following the annual meeting or any
139 other meeting at which any director, officer, member of the
140 supervisory or audit committee, member of the credit committee,
141 or credit manager is elected or appointed, the credit union
142 shall submit to the office the names and residence addresses of
143 the elected person or persons on a form adopted by the
144 commission and provided by the office.
145 Section 9. Subsection (6) of section 657.028 is repealed.
146 Section 10. Present subsections (20) through (24) of
147 section 658.12, Florida Statutes, are redesignated as
148 subsections (21) through (25), respectively, and a new
149 subsection (20) is added to that section, to read:
150 658.12 Definitions.—Subject to other definitions contained
151 in the financial institutions codes and unless the context
152 otherwise requires:
153 (20) “Target market” means the group of clients or
154 potential clients from whom a bank or proposed bank expects to
155 draw deposits and to whom a bank focuses or intends to focus its
156 marketing efforts. The term also means the group of clients or
157 potential clients from whom a trust company, a trust department
158 of a bank or association, a proposed trust company, or a
159 proposed trust department of a bank or an association expects to
160 draw its fiduciary accounts and to whom it focuses or intends to
161 focus its marketing efforts.
162 Section 11. Paragraphs (b) and (c) of subsection (1) of
163 section 658.20, Florida Statutes, are amended to read:
164 658.20 Investigation by office.—
165 (1) Upon the filing of an application, the office shall
166 make an investigation of:
167 (b) The need for bank or trust facilities or additional
168 bank or trust facilities, as the case may be, in the primary
169 service area where the proposed bank or trust company is to be
170 located or in the target market that the bank or trust company
171 intends to engage in business.
172 (c) The ability of the primary service area or target
173 market to support the proposed bank or trust company and all
174 other existing bank or trust facilities that serve the same
175 primary service area or target market in the primary service
176 area.
177 Section 12. Subsections (1) and (4) of section 658.21,
178 Florida Statutes, are amended to read:
179 658.21 Approval of application; findings required.—The
180 office shall approve the application if it finds that:
181 (1) Local and target market conditions indicate reasonable
182 promise of successful operation for the proposed state bank or
183 trust company. In determining whether an applicant meets the
184 requirements of this subsection, the office shall consider all
185 materially relevant factors, including:
186 (a) The purpose, objectives, and business philosophy of the
187 proposed state bank or trust company.
188 (b) The projected financial performance of the proposed
189 bank or trust company.
190 (c) The feasibility of the proposed bank or trust company,
191 as stated in the business plan, particularly with respect to
192 asset and liability growth and management.
193 (4) The proposed officers have sufficient financial
194 institution experience, ability, standing, and reputation and
195 the proposed directors have sufficient business experience,
196 ability, standing, and reputation to indicate reasonable promise
197 of successful operation, and none of the proposed officers or
198 directors has been convicted of, or pled guilty or nolo
199 contendere to, any violation of s. 655.50, relating to the
200 control of money laundering and terrorist financing; chapter
201 896, relating to offenses related to financial institutions; or
202 similar state or federal law. At least two of the proposed
203 directors who are not also proposed officers must have had at
204 least 1 year of direct experience as an executive officer,
205 regulator, or director of a financial institution within the 5
206 years before the date of the application. However, if the
207 applicant demonstrates that at least one of the proposed
208 directors has very substantial experience as an executive
209 officer, director, or regulator of a financial institution more
210 than 5 years before the date of the application, the office may
211 modify the requirement and allow the applicant to have only one
212 director who has direct financial institution experience within
213 the last 5 years. The proposed president or chief executive
214 officer must have had at least 1 year of direct experience as an
215 executive officer, director, or regulator of a financial
216 institution within the last 5 years.
217 Section 13. Present subsections (2), (3), and (4) of
218 section 658.28, Florida Statutes, are redesignated as
219 subsections (3), (4), and (5), respectively, and a new
220 subsection (2) is added to that section, to read:
221 658.28 Acquisition of control of a bank or trust company.—
222 (2) A person or a group of persons which acquires a
223 controlling interest as contemplated by this section, either
224 directly or indirectly, in a state bank or state trust company
225 through probate or trust shall notify the office within 90 days
226 after acquiring such interest. Such an interest does not give
227 rise to a presumption of control until the person or group of
228 persons votes the shares or the office has issued a certificate
229 of approval in response to an application pursuant to subsection
230 (1).
231 Section 14. Present paragraphs (b) and (c) of subsection
232 (11) of section 658.2953, Florida Statutes, are redesignated as
233 paragraphs (c) and (d), respectively, and a new paragraph (b) is
234 added to that subsection, to read:
235 658.2953 Interstate branching.—
236 (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
237 (b) “De novo branch” means a branch of a bank which is
238 originally established by the bank as a branch and does not
239 become a branch of such bank as a result of:
240 1. The acquisition by the bank of a depository institution
241 or a branch of a depository institution; or
242 2. The conversion, merger, or consolidation of any such
243 institution or branch.
244 Section 15. Paragraph (d) of subsection (1) of section
245 662.1225, Florida Statutes, is amended to read:
246 662.1225 Requirements for a family trust company, licensed
247 family trust company, or foreign licensed family trust company.—
248 (1) A family trust company or a licensed family trust
249 company shall maintain:
250 (d) A deposit account at a bank insured by the Federal
251 Deposit Insurance Corporation or a credit union insured by the
252 National Credit Union Administration and located in the United
253 States with a state-chartered or national financial institution
254 that has a principal or branch office in this state.
255 Section 16. Subsection (1) of section 662.128, Florida
256 Statutes, is amended to read:
257 662.128 Annual renewal.—
258 (1) Within 45 days after the end of each calendar year, A
259 family trust company, licensed family trust company, or foreign
260 licensed family trust company shall file an its annual renewal
261 application with the office on an annual basis no later than 45
262 days after the anniversary of the filing of either the initial
263 application or the prior year’s renewal application.
264 Section 17. Subsection (1) of section 663.07, Florida
265 Statutes, is amended to read:
266 663.07 Asset maintenance or capital equivalency.—
267 (1) Each international bank agency and international branch
268 shall:
269 (a) Maintain with one or more banks insured by the Federal
270 Deposit Insurance Corporation and located within the United
271 States in this state, in such amounts as the office specifies,
272 evidence of dollar deposits or investment securities of the type
273 that may be held by a state bank for its own account pursuant to
274 s. 658.67. The aggregate amount of dollar deposits and
275 investment securities for an international bank agency or
276 international branch shall, at a minimum, equal the greater of:
277 1. Four million dollars; or
278 2. Seven percent of the total liabilities of the
279 international bank agency or international branch excluding
280 accrued expenses and amounts due and other liabilities to
281 affiliated branches, offices, agencies, or entities; or
282 (b) Maintain other appropriate reserves, taking into
283 consideration the nature of the business being conducted by the
284 international bank agency or international branch.
285
286 The commission shall prescribe, by rule, the deposit,
287 safekeeping, pledge, withdrawal, recordkeeping, and other
288 arrangements for funds and securities maintained under this
289 subsection. The deposits and securities used to satisfy the
290 capital equivalency requirements of this subsection shall be
291 held, to the extent feasible, in one or more state or national
292 banks located in this state or in a federal reserve bank.
293 Section 18. Present subsections (4), (5), and (6) of
294 section 663.532, Florida Statutes, are redesignated as
295 subsections (5), (6), and (7), respectively, a new subsection
296 (4) is added to that section, and paragraphs (i) and (j) of
297 subsection (1) of that section are amended, to read:
298 663.532 Qualification.—
299 (1) To qualify as a qualified limited service affiliate
300 under this part, a proposed qualified limited service affiliate
301 must file a written notice with the office, in the manner and on
302 a form prescribed by the commission. Such written notice must
303 include:
304 (i) A declaration under penalty of perjury signed by the
305 executive officer, manager, or managing member of the proposed
306 qualified limited service affiliate that, to the best of his or
307 her knowledge:
308 1. No employee, representative, or agent provides, or will
309 provide, banking services; promotes or sells, or will promote or
310 sell, investments; or accepts, or will accept, custody of
311 assets.
312 2. No employee, representative, or agent acts, or will act,
313 as a fiduciary in this state, which includes, but is not limited
314 to, accepting the fiduciary appointment, executing the fiduciary
315 documents that create the fiduciary relationship, or making
316 discretionary decisions regarding the investment or distribution
317 of fiduciary accounts.
318 3. The jurisdiction of the international trust entity or
319 its offices, subsidiaries, or any affiliates that are directly
320 involved in or facilitate the financial services functions,
321 banking, or fiduciary activities of the international trust
322 entity is not listed on the Financial Action Task Force list of
323 High-Risk Jurisdictions subject to a Call for Action or list of
324 Jurisdictions Under Increased Monitoring Public Statement or on
325 its list of jurisdictions with deficiencies in anti-money
326 laundering or counterterrorism.
327 (j) For each international trust entity that the proposed
328 qualified limited service affiliate will provide services for in
329 this state, the following:
330 1. The name of the international trust entity;
331 2. A list of the current officers and directors of the
332 international trust entity;
333 3. Any country where the international trust entity is
334 organized or authorized to do business;
335 4. The name of the home-country regulator;
336 5. Proof that the international trust entity has been
337 authorized by charter, license, or similar authorization by its
338 home-country regulator to engage in trust business;
339 6. Proof that the international trust entity lawfully
340 exists and is in good standing under the laws of the
341 jurisdiction where it is chartered, licensed, or organized;
342 7. A statement that the international trust entity is not
343 in bankruptcy, conservatorship, receivership, liquidation, or in
344 a similar status under the laws of any country;
345 8. Proof that the international trust entity is not
346 operating under the direct control of the government or the
347 regulatory or supervisory authority of the jurisdiction of its
348 incorporation, through government intervention or any other
349 extraordinary actions, and confirmation that it has not been in
350 such a status or under such control at any time within the prior
351 3 years;
352 9. Proof and confirmation that the proposed qualified
353 limited service affiliate is affiliated with the international
354 trust entities provided in the notice; and
355 10. Proof that the jurisdictions where the international
356 trust entity or its offices, subsidiaries, or any affiliates
357 that are directly involved in or that facilitate the financial
358 services functions, banking, or fiduciary activities of the
359 international trust entity are not listed on the Financial
360 Action Task Force list of High-Risk Jurisdictions subject to a
361 Call for Action or list of Jurisdictions Under Increased
362 Monitoring Public Statement or on its list of jurisdictions with
363 deficiencies in anti-money laundering or counterterrorism.
364
365 The proposed qualified limited service affiliate may provide
366 additional information in the form of exhibits when attempting
367 to satisfy any of the qualification requirements. All
368 information that the proposed qualified limited service
369 affiliate desires to present to support the written notice must
370 be submitted with the notice.
371 (4) The permissible activities provided in s. 663.531
372
373 ================= T I T L E A M E N D M E N T ================
374 And the title is amended as follows:
375 Delete lines 32 - 61
376 and insert:
377 repealing s. 657.028(6), F.S., relating to credit
378 union board member, committee member, and officer
379 election and appointment record reporting
380 requirements; amending s. 658.12, F.S.; defining the
381 term “target market”; amending s. 658.20, F.S.;
382 requiring the office, upon receiving applications for
383 authority to organize a bank or trust company, to
384 investigate the need for new bank facilities in a
385 primary service area or target market and the ability
386 of such service area or target market to support new
387 and existing bank facilities; amending s. 658.21,
388 F.S.; revising financial institution application
389 approval requirements to include consideration of
390 target market conditions; deleting a requirement that
391 certain proposed financial institution presidents or
392 chief executive officers have certain experience
393 within a specified timeframe; amending s. 658.28,
394 F.S.; requiring a person or group to notify the office
395 within a specified timeframe upon acquiring a
396 controlling interest in a bank or trust company in
397 this state; amending s. 658.2953, F.S.; defining the
398 term “de novo branch”; amending s. 662.1225, F.S.;
399 revising the type of institution with which certain
400 family trust companies are required to maintain a
401 deposit account; amending s. 662.128, F.S.; revising
402 the timeframe for filing renewal applications for
403 certain family trust companies; amending s. 663.07,
404 F.S.; revising the banks with which international bank
405 agencies or branches shall maintain certain deposits;
406 amending s. 663.532, F.S.; revising references to
407 lists of jurisdictions used for qualifying qualified
408 limited service affiliates; requiring limited service
409 affiliates to