Florida Senate - 2021 COMMITTEE AMENDMENT
Bill No. CS for SB 1950
Ì786308:Î786308
LEGISLATIVE ACTION
Senate . House
Comm: RS .
03/29/2021 .
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The Committee on Judiciary (Gruters) recommended the following:
1 Senate Amendment (with title amendment)
2
3 Delete lines 192 - 524
4 and insert:
5 federal agency conducting the examination or upon the office
6 conducting the examination instead.
7 (4) A copy of the report of each examination must be
8 furnished to the financial institution entity examined and
9 presented to the board of directors at its next regular or
10 special meeting. Each director shall review the report and
11 acknowledge receipt of the report and such review by signing and
12 dating the prescribed signature page of the report and returning
13 a copy of the signed page to the office.
14 Section 6. Section 655.414, Florida Statutes, is amended to
15 read:
16 655.414 Acquisition of assets; assumption of liabilities.
17 With prior approval of the office and upon such conditions as
18 the commission prescribes by rule, a financial institution
19 entity may acquire 50 percent or more all or substantially all
20 of the assets or liabilities of, or a combination of assets and
21 liabilities of, or assume all or any part of the liabilities of,
22 any other financial institution in accordance with the
23 procedures and subject to the following conditions and
24 limitations:
25 (1) CALCULATION OF ASSET OR LIABILITY PERCENTAGES.
26 Percentages of assets or liabilities must be calculated based on
27 the most recent quarterly reporting date.
28 (2) ADOPTION OF A PLAN.—The board of directors of the
29 acquiring or assuming financial entity and the board of
30 directors of the transferring financial institution must adopt,
31 by a majority vote, a plan for such acquisition, assumption, or
32 sale on terms that are mutually agreed upon. The plan must
33 include:
34 (a) The names and types of financial institutions involved.
35 (b) A statement setting forth the material terms of the
36 proposed acquisition, assumption, or sale, including the plan
37 for disposition of all assets and liabilities not subject to the
38 plan.
39 (c) A provision for liquidation, if applicable, of the
40 transferring financial institution upon execution of the plan,
41 or a provision setting forth the business plan for the continued
42 operation of each financial institution after the execution of
43 the plan.
44 (d) A statement that the entire transaction is subject to
45 written approval of the office and approval of the members or
46 stockholders of the transferring financial institution.
47 (e) If a stock financial institution is the transferring
48 financial institution and the proposed sale is not for cash, a
49 clear and concise statement that dissenting stockholders of the
50 institution are entitled to the rights set forth in s. 658.44(4)
51 and (5).
52 (f) The proposed effective date of the acquisition,
53 assumption, or sale and such other information and provisions as
54 necessary to execute the transaction or as required by the
55 office.
56 (3)(2) APPROVAL OF OFFICE.—Following approval by the board
57 of directors of each participating financial institution, the
58 plan, together with certified copies of the authorizing
59 resolutions adopted by the boards and a completed application
60 with a nonrefundable filing fee, must be forwarded to the office
61 for approval or disapproval. The office shall approve the plan
62 of acquisition, assumption, or sale if it appears that:
63 (a) The resulting financial entity or entities would have
64 an adequate capital structure in relation to their activities
65 and their deposit liabilities;
66 (b) The plan is fair to all parties; and
67 (c) The plan is not contrary to the public interest.
68
69 If the office disapproves the plan, it shall state its
70 objections and give the parties an opportunity to amend the plan
71 to overcome such objections.
72 (4)(3) VOTE OF MEMBERS OR STOCKHOLDERS.—If the office
73 approves the plan, it may be submitted to the members or
74 stockholders of the transferring financial institution at an
75 annual meeting or at a special meeting called to consider such
76 action. Upon a majority vote of the total number of votes
77 eligible to be cast or, in the case of a credit union, a
78 majority vote of the members present at the meeting, the plan is
79 adopted.
80 (5)(4) ADOPTED PLAN; CERTIFICATE; ABANDONMENT.—
81 (a) If the plan is adopted by the members or stockholders
82 of the transferring financial institution, the president or vice
83 president and the cashier, manager, or corporate secretary of
84 such institution shall submit the adopted plan to the office,
85 together with a certified copy of the resolution of the members
86 or stockholders approving it.
87 (b) Upon receipt of the certified copies and evidence that
88 the participating financial institutions have complied with all
89 applicable state and federal law and rules, the office shall
90 certify, in writing, to the participants that the plan has been
91 approved.
92 (c) Notwithstanding approval of the members or stockholders
93 or certification by the office, the board of directors of the
94 transferring financial institution may abandon such a
95 transaction without further action or approval by the members or
96 stockholders, subject to the rights of third parties under any
97 contracts relating thereto.
98 (6)(5) FEDERALLY CHARTERED OR OUT-OF-STATE INSTITUTION AS A
99 PARTICIPANT.—If one of the participants in a transaction under
100 this section is a federally chartered financial institution or
101 an out-of-state financial institution, all participants must
102 also comply with requirements imposed by federal and other state
103 law for the acquisition, assumption, or sale and provide
104 evidence of such compliance to the office as a condition
105 precedent to the issuance of a certificate authorizing the
106 transaction; however, if the purchasing or assuming financial
107 institution is a federal or out-of-state state-chartered
108 financial institution and the transferring state financial
109 entity will be liquidated, approval of the office is not
110 required.
111 (7)(6) STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.—A
112 mutual financial institution may not sell 50 percent or more all
113 or substantially all of its assets to a stock financial
114 institution until it has first converted into a capital stock
115 financial institution in accordance with s. 665.033(1) and (2).
116 For this purpose, references in s. 665.033(1) and (2) to
117 associations also refer to credit unions but, in the case of a
118 credit union, the provision concerning proxy statements does not
119 apply.
120 Section 7. Paragraph (c) of subsection (3) of section
121 655.50, Florida Statutes, is amended to read:
122 655.50 Florida Control of Money Laundering and Terrorist
123 Financing in Financial Institutions Act.—
124 (3) As used in this section, the term:
125 (c) “Financial institution” has the same meaning as in s.
126 655.005(1)(i), excluding an international representative office,
127 an international administrative office, or a qualified limited
128 service affiliate means a financial institution, as defined in
129 31 U.S.C. s. 5312, as amended, including a credit card bank,
130 located in this state.
131 Section 8. Present subsections (2) through (8) of section
132 657.021, Florida Statutes, are redesignated as subsections (3)
133 through (9), respectively, and a new subsection (2) is added to
134 that section, to read:
135 657.021 Board of directors; executive committee
136 responsibilities; oaths; reports to the office.—
137 (2) Within the 30 days following the annual meeting or any
138 other meeting at which any director, officer, member of the
139 supervisory or audit committee, member of the credit committee,
140 or credit manager is elected or appointed, the credit union
141 shall submit to the office the names and residence addresses of
142 the elected person or persons on a form adopted by the
143 commission and provided by the office.
144 Section 9. Subsection (6) of section 657.028 is repealed.
145 Section 10. Paragraph (a) of subsection (5) of section
146 657.042, Florida Statutes, is amended to read:
147 657.042 Investment powers and limitations.—A credit union
148 may invest its funds subject to the following definitions,
149 restrictions, and limitations:
150 (5) INVESTMENTS IN REAL ESTATE AND EQUIPMENT FOR THE CREDIT
151 UNION.—
152 (a) Up to 60 5 percent of the equity capital of the credit
153 union may be invested in the direct ownership of, or leasehold
154 interests in, land, buildings, furniture, fixtures, and
155 equipment, and improvements thereon, used or to be used by the
156 credit union in the transaction of its business. This limitation
157 applies to assets subject to a lease agreement which are
158 required to be capitalized under criteria issued by the
159 Financial Accounting Standards Board real estate and
160 improvements thereon, furniture, fixtures, and equipment
161 utilized or to be utilized by the credit union for the
162 transaction of business.
163 Section 11. Present subsections (20) through (24) of
164 section 658.12, Florida Statutes, are redesignated as
165 subsections (21) through (25), respectively, and a new
166 subsection (20) is added to that section, to read:
167 658.12 Definitions.—Subject to other definitions contained
168 in the financial institutions codes and unless the context
169 otherwise requires:
170 (20) “Target market” means the group of clients or
171 potential clients from whom a bank or proposed bank expects to
172 draw deposits and to whom a bank focuses or intends to focus its
173 marketing efforts. The term also means the group of clients or
174 potential clients from whom a trust company, a trust department
175 of a bank or association, a proposed trust company, or a
176 proposed trust department of a bank or an association expects to
177 draw its fiduciary accounts and to whom it focuses or intends to
178 focus its marketing efforts.
179 Section 12. Paragraphs (b) and (c) of subsection (1) of
180 section 658.20, Florida Statutes, are amended to read:
181 658.20 Investigation by office.—
182 (1) Upon the filing of an application, the office shall
183 make an investigation of:
184 (b) The need for bank or trust facilities or additional
185 bank or trust facilities, as the case may be, in the primary
186 service area where the proposed bank or trust company is to be
187 located or in the target market that the bank or trust company
188 intends to engage in business.
189 (c) The ability of the primary service area or target
190 market to support the proposed bank or trust company and all
191 other existing bank or trust facilities that serve the same
192 primary service area or target market in the primary service
193 area.
194 Section 13. Subsections (1) and (4) of section 658.21,
195 Florida Statutes, are amended to read:
196 658.21 Approval of application; findings required.—The
197 office shall approve the application if it finds that:
198 (1) Local and target market conditions indicate reasonable
199 promise of successful operation for the proposed state bank or
200 trust company. In determining whether an applicant meets the
201 requirements of this subsection, the office shall consider all
202 materially relevant factors, including:
203 (a) The purpose, objectives, and business philosophy of the
204 proposed state bank or trust company.
205 (b) The projected financial performance of the proposed
206 bank or trust company.
207 (c) The feasibility of the proposed bank or trust company,
208 as stated in the business plan, particularly with respect to
209 asset and liability growth and management.
210 (4) The proposed officers have sufficient financial
211 institution experience, ability, standing, and reputation and
212 the proposed directors have sufficient business experience,
213 ability, standing, and reputation to indicate reasonable promise
214 of successful operation, and none of the proposed officers or
215 directors has been convicted of, or pled guilty or nolo
216 contendere to, any violation of s. 655.50, relating to the
217 control of money laundering and terrorist financing; chapter
218 896, relating to offenses related to financial institutions; or
219 similar state or federal law. At least two of the proposed
220 directors who are not also proposed officers must have had at
221 least 1 year of direct experience as an executive officer,
222 regulator, or director of a financial institution within the 5
223 years before the date of the application. However, if the
224 applicant demonstrates that at least one of the proposed
225 directors has very substantial experience as an executive
226 officer, director, or regulator of a financial institution more
227 than 5 years before the date of the application, the office may
228 modify the requirement and allow the applicant to have only one
229 director who has direct financial institution experience within
230 the last 5 years. The proposed president or chief executive
231 officer must have had at least 1 year of direct experience as an
232 executive officer, director, or regulator of a financial
233 institution within the last 5 years.
234 Section 14. Present subsections (2), (3), and (4) of
235 section 658.28, Florida Statutes, are redesignated as
236 subsections (3), (4), and (5), respectively, and a new
237 subsection (2) is added to that section, to read:
238 658.28 Acquisition of control of a bank or trust company.—
239 (2) A person or a group of persons which acquires a
240 controlling interest as contemplated by this section, either
241 directly or indirectly, in a state bank or state trust company
242 through probate or trust shall notify the office within 90 days
243 after acquiring such interest. Such an interest does not give
244 rise to a presumption of control until the person or group of
245 persons votes the shares or the office has issued a certificate
246 of approval in response to an application pursuant to subsection
247 (1).
248 Section 15. Present paragraphs (b) and (c) of subsection
249 (11) of section 658.2953, Florida Statutes, are redesignated as
250 paragraphs (c) and (d), respectively, and a new paragraph (b) is
251 added to that subsection, to read:
252 658.2953 Interstate branching.—
253 (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
254 (b) “De novo branch” means a branch of a bank which is
255 originally established by the bank as a branch and does not
256 become a branch of such bank as a result of:
257 1. The acquisition by the bank of a depository institution
258 or a branch of a depository institution; or
259 2. The conversion, merger, or consolidation of any such
260 institution or branch.
261 Section 16. Paragraph (d) of subsection (1) of section
262 662.1225, Florida Statutes, is amended to read:
263 662.1225 Requirements for a family trust company, licensed
264 family trust company, or foreign licensed family trust company.—
265 (1) A family trust company or a licensed family trust
266 company shall maintain:
267 (d) A deposit account at a bank insured by the Federal
268 Deposit Insurance Corporation or a credit union insured by the
269 National Credit Union Administration and located in the United
270 States with a state-chartered or national financial institution
271 that has a principal or branch office in this state.
272 Section 17. Subsection (1) of section 662.128, Florida
273 Statutes, is amended to read:
274 662.128 Annual renewal.—
275 (1) Within 45 days after the end of each calendar year, A
276 family trust company, licensed family trust company, or foreign
277 licensed family trust company shall file an its annual renewal
278 application with the office on an annual basis no later than 45
279 days after the anniversary of the filing of either the initial
280 application or the prior year’s renewal application.
281 Section 18. Subsection (1) of section 663.07, Florida
282 Statutes, is amended to read:
283 663.07 Asset maintenance or capital equivalency.—
284 (1) Each international bank agency and international branch
285 shall:
286 (a) Maintain with one or more banks insured by the Federal
287 Deposit Insurance Corporation and located within the United
288 States in this state, in such amounts as the office specifies,
289 evidence of dollar deposits or investment securities of the type
290 that may be held by a state bank for its own account pursuant to
291 s. 658.67. The aggregate amount of dollar deposits and
292 investment securities for an international bank agency or
293 international branch shall, at a minimum, equal the greater of:
294 1. Four million dollars; or
295 2. Seven percent of the total liabilities of the
296 international bank agency or international branch excluding
297 accrued expenses and amounts due and other liabilities to
298 affiliated branches, offices, agencies, or entities; or
299 (b) Maintain other appropriate reserves, taking into
300 consideration the nature of the business being conducted by the
301 international bank agency or international branch.
302
303 The commission shall prescribe, by rule, the deposit,
304 safekeeping, pledge, withdrawal, recordkeeping, and other
305 arrangements for funds and securities maintained under this
306 subsection. The deposits and securities used to satisfy the
307 capital equivalency requirements of this subsection shall be
308 held, to the extent feasible, in one or more state or national
309 banks located in this state or in a federal reserve bank.
310 Section 19. Present subsections (4), (5), and (6) of
311 section 663.532, Florida Statutes, are redesignated as
312 subsections (5), (6), and (7), respectively, a new subsection
313 (4) is added to that section, and paragraphs (i) and (j) of
314 subsection (1) of that section are amended, to read:
315 663.532 Qualification.—
316 (1) To qualify as a qualified limited service affiliate
317 under this part, a proposed qualified limited service affiliate
318 must file a written notice with the office, in the manner and on
319 a form prescribed by the commission. Such written notice must
320 include:
321 (i) A declaration under penalty of perjury signed by the
322 executive officer, manager, or managing member of the proposed
323 qualified limited service affiliate that, to the best of his or
324 her knowledge:
325 1. No employee, representative, or agent provides, or will
326 provide, banking services; promotes or sells, or will promote or
327 sell, investments; or accepts, or will accept, custody of
328 assets.
329 2. No employee, representative, or agent acts, or will act,
330 as a fiduciary in this state, which includes, but is not limited
331 to, accepting the fiduciary appointment, executing the fiduciary
332 documents that create the fiduciary relationship, or making
333 discretionary decisions regarding the investment or distribution
334 of fiduciary accounts.
335 3. The jurisdiction of the international trust entity or
336 its offices, subsidiaries, or any affiliates that are directly
337 involved in or facilitate the financial services functions,
338 banking, or fiduciary activities of the international trust
339 entity is not listed on the Financial Action Task Force list of
340 High-Risk Jurisdictions subject to a Call for Action or list of
341 Jurisdictions Under Increased Monitoring Public Statement or on
342 its list of jurisdictions with deficiencies in anti-money
343 laundering or counterterrorism.
344 (j) For each international trust entity that the proposed
345 qualified limited service affiliate will provide services for in
346 this state, the following:
347 1. The name of the international trust entity;
348 2. A list of the current officers and directors of the
349 international trust entity;
350 3. Any country where the international trust entity is
351 organized or authorized to do business;
352 4. The name of the home-country regulator;
353 5. Proof that the international trust entity has been
354 authorized by charter, license, or similar authorization by its
355 home-country regulator to engage in trust business;
356 6. Proof that the international trust entity lawfully
357 exists and is in good standing under the laws of the
358 jurisdiction where it is chartered, licensed, or organized;
359 7. A statement that the international trust entity is not
360 in bankruptcy, conservatorship, receivership, liquidation, or in
361 a similar status under the laws of any country;
362 8. Proof that the international trust entity is not
363 operating under the direct control of the government or the
364 regulatory or supervisory authority of the jurisdiction of its
365 incorporation, through government intervention or any other
366 extraordinary actions, and confirmation that it has not been in
367 such a status or under such control at any time within the prior
368 3 years;
369 9. Proof and confirmation that the proposed qualified
370 limited service affiliate is affiliated with the international
371 trust entities provided in the notice; and
372 10. Proof that the jurisdictions where the international
373 trust entity or its offices, subsidiaries, or any affiliates
374 that are directly involved in or that facilitate the financial
375 services functions, banking, or fiduciary activities of the
376 international trust entity are not listed on the Financial
377 Action Task Force list of High-Risk Jurisdictions subject to a
378 Call for Action or list of Jurisdictions Under Increased
379 Monitoring Public Statement or on its list of jurisdictions with
380 deficiencies in anti-money laundering or counterterrorism.
381
382 The proposed qualified limited service affiliate may provide
383 additional information in the form of exhibits when attempting
384 to satisfy any of the qualification requirements. All
385 information that the proposed qualified limited service
386 affiliate desires to present to support the written notice must
387 be submitted with the notice.
388 (4) The permissible activities provided in s. 663.531
389
390
391 ================= T I T L E A M E N D M E N T ================
392 And the title is amended as follows:
393 Delete lines 32 - 61
394 and insert:
395 repealing s. 657.028(6), F.S., relating to credit
396 union board member, committee member, and officer
397 election and appointment record reporting
398 requirements; amending s. 657.042, F.S.; revising
399 certain limitations on credit union investments;
400 amending s. 658.12, F.S.; defining the term “target
401 market”; amending s. 658.20, F.S.; requiring the
402 office, upon receiving applications for authority to
403 organize a bank or trust company, to investigate the
404 need for new bank facilities in a primary service area
405 or target market and the ability of such service area
406 or target market to support new and existing bank
407 facilities; amending s. 658.21, F.S.; revising
408 financial institution application approval
409 requirements to include consideration of target market
410 conditions; deleting a requirement that certain
411 proposed financial institution presidents or chief
412 executive officers have certain experience within a
413 specified timeframe; amending s. 658.28, F.S.;
414 requiring a person or group to notify the office upon
415 acquiring a controlling interest in a bank or trust
416 company in this state; amending s. 658.2953, F.S.;
417 defining the term “de novo branch”; amending s.
418 662.1225, F.S.; revising the type of institution with
419 which certain family trust companies are required to
420 maintain a deposit account; amending s. 662.128, F.S.;
421 revising the timeframe for filing renewal applications
422 for certain family trust companies; amending s.
423 663.07, F.S.; revising the banks with which
424 international bank agencies or branches shall maintain
425 certain deposits; amending s. 663.532, F.S.; revising
426 references to lists of jurisdictions used for
427 qualifying qualified limited service affiliates;
428 requiring limited service affiliates to