As Passed by the Senate 1
122nd General Assembly 4
Regular Session Sub. S. B. No. 40 5
1997-1998 6
SENATORS WHITE-RAY-DRAKE-WATTS-DIX-CARNES-BLESSING-FINAN-GILLMOR- 8
GARDNER-NEIN-SUHADOLNIK-GAETH 9
11
A B I L L
To amend sections 1101.01, 1101.16, 1115.01, 13
1115.05, 1115.11, 1115.14, 1117.01, 1121.06, 15
1121.11, 1151.01, 1151.05, 1151.60, 1151.71,
1161.01, 1161.05, 1161.76, 1161.79, 1703.01, 16
1703.02, and 1703.08, to enact new sections 17
1151.052, 1155.13, 1161.07, and 1163.16 and
section 1703.031, and to repeal sections 19
1151.052, 1155.13, 1161.07, and 1163.16 of the 20
Revised Code relative to interstate branching by 22
and interstate acquisitions of savings and loan
associations and savings banks, interstate 23
branching by banks, and assessments upon savings
and loan associations and savings banks. 24
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 26
Section 1. That sections 1101.01, 1101.16, 1115.01, 28
1115.05, 1115.11, 1115.14, 1117.01, 1121.06, 1121.11, 1151.01, 30
1151.05, 1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 31
1703.01, 1703.02, and 1703.08 be amended and new sections 32
1151.052, 1155.13, 1161.07, and 1163.16 and section 1703.031 of 34
the Revised Code be enacted to read as follows: 35
Sec. 1101.01. As used in Chapters 1101. to 1127. of the 44
Revised Code, unless the context requires otherwise: 45
(A) "Affiliate" has the same meaning as in division (A)(1) 48
of section 1109.53 of the Revised Code and includes a subsidiary
of a bank. 49
2
(B) "Bank" means a corporation that solicits, receives, or 51
accepts money or its equivalent for deposit as a business, 52
whether the deposit is made by check or is evidenced by a 53
certificate of deposit, passbook, note, receipt, ledger card, or 54
otherwise. "Bank" also includes a state bank or a corporation
doing business as a bank or savings bank under authority granted 55
by the bank regulatory authority of another state of the United 56
States or another country, but does not include a savings 57
association, savings bank, or credit union. 58
(C) "Banking office" means an office or other place at 60
which a bank receives money or its equivalent from the public for 61
deposit and conducts a general banking business. "Banking 62
office" does not include any of the following: 63
(1) Any location at which a bank receives, but does not 65
accept, cash or other items for subsequent deposit, such as by 66
mail or armored car service or at a lock box or night depository; 67
(2) Any structure located within five hundred yards of a 69
banking office and operated as an extension of the services of 71
the banking office;
(3) ANY AUTOMATED TELLER MACHINE OR OTHER MONEY 73
TRANSMISSION DEVICE OWNED, LEASED, OR OPERATED BY A BANK; 74
(4) Any facility located within the geographical limits of 76
a military installation at which a bank only accepts deposits and 78
cashes checks;
(4)(5) Any location at which a bank takes and processes 80
applications for loans and may disburse loan proceeds, but does 82
not accept deposits;
(5)(6) Any location at which a bank is engaged solely in 84
providing administrative support services for its own operations 86
or for other depository institutions. 87
(D) "Branch" means a banking office that is not also the 89
bank's principal place of business consistent with its articles 90
of incorporation or articles of association. 91
(E) "Capital" means the sum of a bank's: 93
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(1) Paid-in capital and surplus relating to common stock; 95
(2) To the extent permitted by the superintendent of 97
financial institutions, paid-in capital and surplus relating to 98
preferred stock;
(3) Undivided profits; and 100
(4) To the extent permitted by the superintendent the 102
proceeds of the sale of debt securities and other assets and 103
reserves.
(F) "Control" has the same meaning as in division (H) of 105
section 1109.53 of the Revised Code. 106
(G) "Controlling shareholder" means a person who, directly 108
or indirectly, controls a bank. 109
(H) "Debt securities" means obligations issued by a bank 111
the holders of which, in the event of the insolvency or 112
liquidation of the bank, are subordinated in right of payment to 113
the bank's depositors and general creditors. 114
(I) "Federal savings association" means a federal savings 116
and loan association or a federal savings bank doing business 117
under authority granted by the office of thrift supervision. 118
(J) "National bank" means a bank doing business under 121
authority granted by the comptroller of the currency.
(K) "Net income" means all income realized or earned less 124
all expenses realized or accrued.
(L) "Paid-in capital" means the aggregate par value of all 126
of a bank's outstanding shares of all classes. 127
(M) "Reorganization" means a consolidation, merger, or 130
transfer of assets and liabilities pursuant to Chapter 1115. of 131
the Revised Code.
(N) "Savings association" means a savings and loan 134
association doing business under authority granted by the
superintendent of financial institutions pursuant to Chapter 136
1151. of the Revised Code or a federal savings association. 137
(O) "Savings bank" means a savings bank doing business 140
under authority granted by the superintendent of financial
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institutions pursuant to Chapter 1161. of the Revised Code. 142
(P) "State bank" means a bank doing business under 145
authority granted by the superintendent of financial
institutions. 146
(Q) "Subsidiary" has the same meaning as in section 149
1109.53 of the Revised Code.
(R) "Surplus" means the total of amounts paid for shares 152
in excess of their respective par values, amounts contributed
other than for shares, and amounts transferred from undivided 153
profits, less amounts transferred to stated capital. 154
(S) "Trust company" means a corporation qualified and 156
licensed under section 1111.06 of the Revised Code to solicit or 158
engage in trust business in this state, or a person that is 159
required by Chapter 1111. of the Revised Code to be a corporation 160
qualified and licensed under section 1111.06 of the Revised Code 162
to solicit or engage in trust business in this state.
(T) "Undivided profits" means the cumulative undistributed 165
amount of a bank's net income not otherwise allocated. 166
Sec. 1101.16. (A) No person shall solicit, receive, or 175
accept deposits in this state, except a bank, a domestic 176
association as defined in section 1151.01 of the Revised Code, a 177
savings bank as defined in section 1161.01 of the Revised Code, 178
or a credit union as defined in section 1733.01 of the Revised 179
Code that is authorized to accept deposits IN THIS STATE, AND 180
EXCEPT AS PROVIDED IN SECTIONS 1115.05, 1117.01, 1151.052, 181
1151.053, 1151.60, 1161.07, 1161.071, AND 1161.76 OF THE REVISED 182
CODE.
(B) No bank or bank holding company incorporated under the 184
laws of another state or having its principal place of business 185
in another state shall solicit, receive, or accept deposits IN 186
THIS STATE UNLESS IT HAS ESTABLISHED OR ACQUIRED A BANKING OFFICE 188
PURSUANT TO SECTION 1117.01 OF THE REVISED CODE OR A TRANSACTION 190
UNDER SECTION 1115.05 OF THE REVISED CODE, or transact any
banking business of any kind in this state other than lending 191
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money, trust business in accordance with Chapter 1111. of the 192
Revised Code, OR through or as an agent pursuant to section 194
1117.05 of the Revised Code, or pursuant to section 1115.05 of 195
the Revised Code.
(C) No bank having its principal place of business in a 197
foreign country shall solicit, receive, or accept deposits or 198
transact any banking business of any kind in this state, except 199
in accordance with Chapter 1115. or 1119. of the Revised Code. 200
(D) Nothing in this section prohibits a person from making 202
a deposit in that person's own account with a depository 203
institution outside this state by means of an automated teller 204
machine or other money transmission device in this state. 205
However, no depository institution outside this state shall 206
establish a deposit account with or for a person in this state by
means of an automated teller machine or other money transmission 207
device in this state. 208
Sec. 1115.01. (A)(1) A state bank may do any of the 218
following:
(a) Convert into a national bank if the conversion is 220
approved by both the comptroller of the currency and the 221
affirmative vote or written consent of the holders of two-thirds, 222
or such other proportion not less than a majority as the bank's 223
articles of incorporation require, of the outstanding shares of 224
each class of the bank's stock;
(b) Convert into a federal savings association if the 226
conversion is approved by both the office of thrift supervision 227
and the affirmative vote or written consent of the holders of 228
two-thirds, or such other proportion not less than a majority as 229
the bank's articles of incorporation require, of the outstanding 230
shares of each class of the bank's stock;
(c) Convert into a savings and loan association pursuant 232
to section 1151.64 of the Revised Code; 233
(d) Convert into a savings bank pursuant to section 235
1161.631 of the Revised Code; 236
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(e) CONVERT INTO A BANK DOING BUSINESS UNDER AUTHORITY 239
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, 240
PURSUANT TO THE LAWS OF THAT STATE, IF THE CONVERSION IS APPROVED 241
BY THE AFFIRMATIVE VOTE OR WRITTEN CONSENT OF THE HOLDERS OF 242
TWO-THIRDS, OR SUCH OTHER PROPORTION NOT LESS THAN A MAJORITY AS 243
THE BANK'S ARTICLES OF INCORPORATION REQUIRE, OF THE OUTSTANDING 244
SHARES OF EACH CLASS OF THE BANK'S STOCK.
(2) A state bank that converts into a national bank, A 246
BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE BANK 248
REGULATORY AUTHORITY OF ANOTHER STATE, or a federal savings 249
association shall, immediately upon the conversion being 250
effective, file with the superintendent of financial institutions 251
all information the superintendent determines is necessary to 253
reflect in the state's records that the national bank or federal 254
savings association is no longer a corporation organized and 255
doing business under the laws of this state. 256
(B)(1) A national bank, BANK DOING BUSINESS UNDER 258
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 259
STATE, savings association, or savings bank that has its 261
principal place of business in this state may, with the approval
of the superintendent, convert into a state bank. 263
(2) A national bank, BANK DOING BUSINESS UNDER AUTHORITY 265
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, 268
savings association, or savings bank proposing to convert into a 269
state bank shall submit to the superintendent an application for 270
the superintendent's approval of the conversion that includes all
of the following: 271
(a) A plan of conversion; 273
(b) The proposed articles of incorporation and code of 275
regulations of the proposed state bank; 276
(c) An officers' certification that the directors and 278
shareholders of the national bank, BANK DOING BUSINESS UNDER 279
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 281
STATE, savings association, or savings bank have approved the 283
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plan of conversion and the proposed articles of incorporation and
code of regulations in accordance with the applicable state or 284
federal law and with the national bank's, savings association's, 285
or savings bank's articles of association or incorporation and 287
code of regulations or bylaws;
(d) Any other information the superintendent requires. 289
(3) Within ten business days after receiving an 291
application required under division (B)(2) of this section, the 292
superintendent shall determine whether to accept the application. 293
Within ninety days after accepting an application required under 294
division (B)(2) of this section, the superintendent shall approve 295
or disapprove the application. In determining whether to approve 296
the national bank's, savings association's, or savings bank's 297
conversion into a state bank, the superintendent shall consider 298
all of the following:
(a) The adequacy of the capital and paid-in capital of the 300
proposed state bank; 301
(b) Whether the competence, experience, and integrity of 303
each director, executive officer, and controlling shareholder of 304
the proposed state bank meet the criteria for acquiring control 305
of a state bank as provided in section 1115.06 of the Revised 306
Code;
(c) Whether the proposed state bank affords reasonable 308
promise of successful operation; 309
(d) Whether the proposed state bank meets the requirements 311
of Chapters 1101. to 1127. of the Revised Code. 312
(4) The superintendent may condition an approval of the 314
conversion of a national bank, BANK DOING BUSINESS UNDER 315
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 316
STATE, savings association, or savings bank into a state bank in 317
any manner the superintendent considers appropriate. 319
(5)(a) If the superintendent approves a conversion of a 321
national bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 322
BANK REGULATORY AUTHORITY OF ANOTHER STATE, savings association, 324
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or savings bank into a state bank, the superintendent shall 325
forward a certificate of the approval of the conversion and the 326
state bank's articles of incorporation to the secretary of state,
and shall issue to the new state bank a certificate of authority 327
to commence business as a state bank. 328
(b)(i) In the case of a state bank resulting from the 330
conversion of a savings association organized under Chapter 1151. 331
of the Revised Code or a savings bank organized under Chapter 332
1161. of the Revised Code, the secretary of state shall file the 334
certificate of the superintendent's approval of the conversion 335
and the state bank's articles of incorporation in a manner
reflecting the corporation is no longer doing business under 336
Chapter 1151. or 1161. of the Revised Code. 337
(ii) In the case of a state bank resulting from the 339
conversion of a national bank, A BANK DOING BUSINESS UNDER 340
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 341
STATE, or a federal savings association, the secretary of state 342
shall file the certificate of the superintendent's approval of 344
the conversion and the state bank's articles of incorporation in 345
a manner reflecting the state bank is newly authorized to do 346
business under the laws of this state.
(6) The conversion shall be effective on the date 348
indicated in the superintendent's approval. Without further act 349
or deed, the state bank resulting from the conversion shall have 350
all property, rights, interests, and powers of its predecessor 351
national bank, savings association, or savings bank within the 353
limits of the charter of the resulting state bank, and all
duties, trusts, obligations, and liabilities of the predecessor 354
national bank, savings association, or savings bank shall 356
continue in the state bank resulting from the conversion. 357
Sec. 1115.05. (A) As used in this section: 366
(1) "Acquire" or "acquisition" means any of the following 368
transactions or actions: 369
(a) A merger or consolidation with, or purchase of assets 371
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from, a bank holding company that has acquired an Ohio bank; 372
(b) The acquisition of the direct or indirect ownership or 374
control of voting shares of an Ohio bank if, after the 375
acquisition, the acquiring bank holding company will directly or 377
indirectly own or control more than five per cent of any class of 378
voting shares of the Ohio bank, unless the superintendent of 379
financial institutions determines, in the superintendent's 380
discretion, due to the nature of the acquisition, it should not 381
be subject to the limitations of this section;
(c) The merger or consolidation of an Ohio bank with, or 383
the transfer of assets from an Ohio bank to, another Ohio bank, 385
whether previously acquired EXISTING or chartered for the purpose 386
of the transaction; 387
(d) Any other action that results in the direct or 389
indirect control of an Ohio bank. 390
(2) "Ohio bank" means a state bank or a national bank 392
whose principal place of business is in this state. 393
(B) Subject to division (C) of this section, a BANK OR 395
bank holding company whose principal place of business is in this 396
state or any other state may charter or otherwise acquire an Ohio 398
bank if, upon consummation of the acquisition, either BOTH of the 399
following will apply: 400
(1) The acquiring BANK OR bank holding company, through 402
its affiliate banks, savings banks, and savings associations, 404
does not control more than ten per cent of the total deposits of 405
banks, savings banks, and savings associations in the United 406
States, and EITHER OF THE FOLLOWING APPLIES:
(a) THE ACQUIRING BANK OR BANK HOLDING COMPANY does not 408
control more than thirty per cent of the total deposits of banks, 411
savings banks, and savings associations in this state.
(2)(b) The acquiring BANK OR bank holding company, through 414
its affiliate banks, savings banks, and savings associations, 416
does not control more than ten per cent of the total deposits of 417
banks, savings banks, and savings associations in the United 418
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States, but does control CONTROLS more than thirty per cent of 420
the total deposits of banks, savings banks, and savings 421
associations in this state, if AND the superintendent approved 423
the acquisition after determining the anticompetitive effects of 424
the acquisition were clearly outweighed in the public interest by
the probable effect of the transaction. 425
(2) EXCEPT IN THE CASE OF A FOREIGN BANK SUBJECT TO 428
CHAPTER 1119. OF THE REVISED CODE OR A BANK THAT BY THE TERMS OF 431
ITS ARTICLES OF INCORPORATION OR ASSOCIATION IS NOT PERMITTED TO 432
SOLICIT OR ACCEPT DEPOSITS OTHER THAN TRUST FUNDS, THE OHIO BANK 433
OR ANY BANK THAT HAS BANKING OFFICES IN THIS STATE WILL BE AN 434
INSURED BANK AS DEFINED IN SECTION 3(h) OF THE "FEDERAL DEPOSIT 438
INSURANCE ACT," 92 STAT. 614 (1978), 12 U.S.C.A. 1813(h). 442
(C)(1) Any bank holding company proposing to charter a 444
state bank under this section shall comply with Chapter 1113. of 445
the Revised Code and any rules adopted to implement that chapter. 446
(2) If, after the proposed acquisition, the acquiring BANK 448
OR bank holding company will control an existing state bank the 450
acquiring BANK OR bank holding company did not control before the 452
acquisition, AND THE ACQUISITION DOES NOT INCLUDE THE MERGER OR 453
CONSOLIDATION OF THE EXISTING STATE BANK WITH ANOTHER BANK, the 455
acquiring BANK OR bank holding company shall comply with section 456
1115.06 of the Revised Code and any rules adopted to implement 457
that section.
(3) If the proposed acquisition will be accomplished by 459
means of a merger or consolidation with a state bank and the 460
resulting bank of the merger or consolidation will be a state 461
bank, the state bank shall comply with section 1115.11 of the 462
Revised Code and any rules adopted to implement that section.
(4) If the proposed acquisition will be accomplished by 464
means of a transfer of assets and liabilities to a state bank, 465
the state bank shall comply with section 1115.14 of the Revised 466
Code and any rules adopted to implement that section. 467
(5) If the proposed acquisition will be accomplished by 469
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forming a bank to which the bank to be acquired will transfer 470
assets and liabilities, or with which the bank to be acquired 471
will be merged or consolidated and the resulting bank will be a 472
state bank, the acquiring bank holding company shall comply with 473
section 1115.23 of the Revised Code and any rules adopted to
implement that section. 474
Sec. 1115.11. (A) A state bank may consolidate or merge 483
with another state bank, A BANK DOING BUSINESS UNDER AUTHORITY 485
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, or a 486
national bank, savings bank, or savings association that has, 487
REGARDLESS OF WHERE IT MAINTAINS its principal place of business 488
in this state, with the approval of all of the following: 489
(1) The directors of both constituent corporations; 491
(2) The shareholders of each constituent state bank by the 493
affirmative vote or written consent of the holders of two-thirds, 494
or such other proportion not less than a majority as the state 495
bank's articles of incorporation provide, of the outstanding 496
shares of each class of the state bank's stock;
(3) The shareholders of the OTHER constituent national 498
bank, savings bank, or savings association as required by the 500
applicable state or federal law;
(4) One of the following, as applicable: 502
(a) If the resulting corporation will be a state bank, a 504
savings bank, or a savings and loan association doing business 505
under authority granted pursuant to Chapter 1151. of the Revised 506
Code, the superintendent of financial institutions; 507
(b) If the resulting corporation will be a national bank, 509
the comptroller of the currency; 510
(c) If the resulting corporation will be a federal savings 512
association, the director of the office of thrift supervision; 513
(d) IF THE RESULTING CORPORATION WILL BE A BANK, SAVINGS 515
BANK, OR SAVINGS ASSOCIATION DOING BUSINESS UNDER AUTHORITY 517
GRANTED BY THE REGULATORY AUTHORITY OF ANOTHER STATE, THE STATE 518
REGULATORY AUTHORITY UNDER WHICH THE BANK, SAVINGS BANK, OR 519
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SAVINGS ASSOCIATION IS DOING BUSINESS. 520
(B) For a merger or consolidation in which the resulting 523
or surviving corporation will be a state bank, the constituent
corporations, in the case of a consolidation, and the constituent 525
corporation that will be the surviving corporation, in the case 526
of a merger, shall file with the superintendent an application 527
for the superintendent's approval that includes all of the 528
following:
(1) An officers' certification that the transaction has 530
been approved by the directors and shareholders of each 531
constituent corporation in accordance with the applicable state 532
or federal law, articles of incorporation or association, code of 533
regulations, or bylaws;
(2) A copy of the consolidation or merger agreement; 535
(3) Any other information the superintendent requires. 537
(C) The consolidation or merger agreement required under 539
division (B)(2) of this section shall include all of the 540
following:
(1) The names of the constituent corporations; 542
(2) The agreement that the named constituent corporations 544
will consolidate into a new state bank or the other named 545
constituent corporations will merge with or into one specified 546
constituent corporation;
(3) Subject to the limitations set forth in section 549
1103.07 of the Revised Code, the name of the state bank resulting 550
from the consolidation or surviving the merger;
(4) The place in this state where the resulting or 552
surviving bank's principal place of business is to be located; 553
(5) In the case of a consolidation, the contents of the 555
resulting bank's articles of incorporation, consistent with 556
section 1103.06 of the Revised Code; 557
(6) In the case of a merger, any amendment to the 559
surviving bank's articles of incorporation; 560
(7) The names and addresses of the directors of the 562
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resulting or surviving bank; 563
(8) The terms of the consolidation or merger, how the 565
consolidation or merger will be effected, and how any 566
consideration provided for will be distributed to the 567
shareholders of the constituent corporations.
(D) Within ten business days after receiving an 569
application required under division (B) of this section, the 570
superintendent shall determine whether to accept the application. 571
IF THE TRANSACTION IS WITH A BANK, SAVINGS BANK, OR SAVINGS 573
ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE 574
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY UNDER WHICH 575
THE BANK, SAVINGS BANK, OR SAVINGS ASSOCIATION IS DOING BUSINESS 576
OF THE APPLICATION AND SOLICIT THAT REGULATORY AUTHORITY'S 577
COMMENTS. Within ninety days after accepting an application 579
required under division (B) of this section, the superintendent 580
shall approve or disapprove the application. In making that 581
determination, the superintendent shall consider all of the 582
following:
(1) Whether the transaction would result in a monopoly or 584
would further any combination or conspiracy to monopolize or to 585
attempt to monopolize the business of banking in any part of this 586
state and any markets served by the resulting or surviving bank; 587
(2) Whether the effect of the proposed transaction in any 589
part of this state and any markets served by the resulting or 590
surviving bank may be to substantially lessen competition, tend 592
to create a monopoly, or in any other manner restrain trade, 593
unless the superintendent finds the anticompetitive effects of
the transaction would clearly be outweighed in the public 594
interest by the probable effect of the transaction in meeting the 595
convenience and needs of the community to be served; 596
(3) The financial and managerial resources and future 598
prospects of the banks involved; 599
(4) The convenience and needs of the communities to be 601
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served;
(5) Whether, upon completion of the transaction, the 603
resulting or surviving state bank will meet the requirements of 605
Chapters 1101. to 1127. of the Revised Code; 606
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED IN 608
ACCORDANCE WITH DIVISION (D) OF THIS SECTION. 609
(E) The superintendent may condition approval of an 611
application under division (D) of this section in any manner the 612
superintendent considers appropriate. 613
(F) Before consummating a consolidation or merger 615
authorized under division (A) of this section, a state bank shall 616
deliver to the superintendent a certificate of consolidation or 617
merger that satisfies the requirements of section 1701.81 of the 619
Revised Code. The superintendent shall file the certificate of 620
consolidation or merger with the secretary of state and, if the
resulting or surviving bank of the consolidation or merger is a 621
state bank, shall file a certified copy of the superintendent's 623
approval of the consolidation or merger with the certificate. 624
(G) In the case of a consolidation or merger in which the 626
resulting or surviving corporation is a state bank, the directors 627
and other officers named in the agreement of consolidation or 629
merger shall serve until the date fixed in the agreement or 630
provided in the resulting or surviving bank's code of regulations 631
or by statute for the next annual meeting.
(H) When a consolidation or merger becomes effective, the 633
existence of each of the constituent corporations ceases as a 634
separate entity, but continues in the resulting or surviving 635
corporation, within the limits of the charter of the resulting or 636
surviving corporation and subject to section 1115.20 of the 637
Revised Code, without further act or deed and within the limits 639
of the charter of the resulting or surviving corporation, the 641
resulting or surviving corporation has all assets and property,
the rights, privileges, immunities, powers, franchises, and 643
authority, and all obligations and trusts of each party to the 644
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merger or consolidation and the duties and liabilities connected 645
with them. The resulting or surviving corporation shall perform
every trust or relation it has in the same manner as if it had 647
itself originally assumed the trust or relation and the 648
obligations and liabilities connected with it.
Sec. 1115.14. (A) A state bank may transfer assets and 657
liabilities to, and acquire assets and liabilities from, another 658
state bank, A BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 660
BANK REGULATORY AUTHORITY OF ANOTHER STATE, or a national bank, 662
savings bank, or savings association that has, REGARDLESS OF 663
WHERE IT MAINTAINS its principal place of business in this state, 664
with the approval of all of the following: 665
(1) The directors of both constituent corporations; 667
(2) If the assets to be transferred equal more than fifty 669
per cent of the assets of a transferring or acquiring state bank 670
at the time of the transfer, the shareholders of the state bank 671
by the affirmative vote or written consent of the holders of 672
two-thirds, or such other proportion not less than a majority as 673
the state bank's articles of incorporation provide, of the
outstanding shares of each class of the state bank's stock; 674
(3) The shareholders of the OTHER constituent national 676
bank, savings bank, or savings association as required by the 678
applicable state or federal law;
(4) If the assets to be transferred equal more than fifty 680
per cent of the assets of the acquiring state bank, the 681
superintendent of financial institutions. 682
(B) In the case of a transfer of assets and liabilities 684
for which the superintendent's approval is required under 685
division (A)(4) of this section, the acquiring state bank shall 686
file with the superintendent an application that includes all of 687
the following:
(1) An officers' certification that the transaction has 689
been approved by the directors and shareholders of each 690
constituent corporation in accordance with the applicable state 691
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or federal law, articles of incorporation or association, code of 692
regulations, or bylaws;
(2) A copy of the transfer agreement; 694
(3) Any other information the superintendent requires. 696
(C) The transfer agreement required under division (B)(2) 699
of this section shall include all of the following:
(1) The names of the constituent corporations; 701
(2) The agreement of the named constituent corporations 703
that specified assets and liabilities of one will be transferred 704
to the other in exchange for specified consideration; 705
(3) Any changes to be made in the directors of officers of 707
the acquiring state bank; 708
(4) Any amendments to the acquiring state bank's articles 710
of incorporation; 711
(5) The terms of the transfer, how the transfer will be 713
effected, and how any consideration provided for will be 714
distributed to the transferring corporation or its shareholders. 715
(D) Within ten business days after receiving an 717
application required under division (B) of this section, the 718
superintendent shall determine whether to accept the application. 719
IF THE TRANSACTION IS WITH A BANK, SAVINGS BANK, OR SAVINGS 721
ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE 722
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY THAT GRANTED 723
THE AUTHORITY UNDER WHICH THE BANK, SAVINGS BANK, OR SAVINGS 724
ASSOCIATION IS DOING BUSINESS OF THE APPLICATION AND SOLICIT THAT 726
REGULATORY AUTHORITY'S COMMENTS. Within ninety days after
accepting an application required under division (B) of this 728
section, the superintendent shall approve or disapprove the 729
application. In making that determination, the superintendent 730
shall consider all of the following:
(1) Whether the transaction would result in a monopoly or 732
would further any combination or conspiracy to monopolize or to 733
attempt to monopolize the business of banking in any part of this 734
17
state and any markets served by the acquiring bank; 735
(2) Whether the effect of the proposed transaction in any 737
part of this state and any markets served by the acquiring bank 738
may be to substantially lessen competition, tend to create a 739
monopoly, or in any other manner restrain trade, unless the 740
superintendent finds that the anticompetitive effects of the
transaction would clearly be outweighed in the public interest by 741
the probable effect of the transaction in meeting the convenience 742
and needs of the community to be served; 743
(3) The financial and managerial resources and future 745
prospects of the banks involved; 746
(4) The convenience and needs of the communities to be 748
served;
(5) Whether, upon completion of the transaction, the 750
acquiring state bank will meet the requirements of Chapters 1101. 751
to 1127. of the Revised Code; 752
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED IN 755
ACCORDANCE WITH DIVISION (D) OF THIS SECTION. 756
(E) The superintendent may condition approval of an 758
application under division (D) of this section in any manner the 759
superintendent considers appropriate. 760
(F) In the case of a transfer of assets and liabilities 762
involving a state bank that is not the acquiring corporation and 763
that will not continue operations after the transaction, the 764
state bank shall, immediately upon the transfer of assets and 765
liabilities being effective, provide the superintendent with the 766
necessary dissolution certificates and affidavits for the 767
superintendent to file the dissolution with the secretary of
state.
(G) When a national bank, state bank, savings bank, or 769
savings association transfers its assets and liabilities to a 770
state bank, the acquiring state bank shall be possessed of the 771
rights, privileges, and powers of the transferor with respect to 772
the transferred assets within the limits of the charter of the 773
18
acquiring state bank.
Sec. 1117.01. (A) Only SUBJECT TO SECTION 1115.05 AND 783
CHAPTER 1119. OF THE REVISED CODE, a bank with, REGARDLESS OF THE 784
LOCATION OF its principal place of business in this state, may 787
establish OR ACQUIRE and maintain a banking office in this state. 788
(B)(1) With the prior written approval of the 790
superintendent of financial institutions obtained in accordance 791
with section 1117.02 of the Revised Code, a bank doing business 792
under authority granted by the superintendent may establish OR 793
ACQUIRE a banking office at any of the following locations: 795
(a) Any location in this state; 797
(b) Any location in another state of the United States; 800
(c) Any location outside the United States. 802
(2) The superintendent may condition approval of a banking 804
office at any location authorized by division (B)(1)(b) or (c) of 806
this section on an agreement satisfactory to the superintendent
providing for the times, method, and reimbursement of expenses 807
for examining the banking office. 808
Sec. 1121.06. (A) Notwithstanding any provision of the 817
Revised Code, if any regulation, rule, interpretation, procedure, 818
or guideline of the comptroller of the currency, federal deposit 819
insurance corporation, or federal reserve board, OR THE BANK 821
REGULATORY AUTHORITY OF ANY OTHER STATE OF THE UNITED STATES puts 822
a bank or trust company doing business under authority granted by 823
the superintendent of financial institutions at a disadvantage to 824
a national bank, the superintendent may adopt a rule that reduces 825
or eliminates the disadvantage to a bank or trust company doing 826
business under authority granted by the superintendent. 827
(B) The superintendent shall adopt rules authorized by 829
division (A) of this section in accordance with section 111.15 of 830
the Revised Code. Chapter 119. of the Revised Code does not 832
apply to rules adopted under the authority of this section. 833
(C) A rule adopted by the superintendent pursuant to the 835
authority of this section is effective on the later of the 836
19
following dates:
(1) The date the superintendent issues the rule; 838
(2) The date the regulation, rule, interpretation, 840
procedure, or guideline the superintendent's rule is based on 841
becomes effective.
(D) The superintendent may, upon thirty days' written 843
notice, revoke any rule adopted under the authority of this 844
section. A rule adopted under the authority of this section and 845
not revoked by the superintendent lapses and has no further force 846
and effect thirty months after its effective date. 847
Sec. 1121.11. (A) In administering Chapters 1101. to 856
1127. of the Revised Code and fulfilling the duties imposed by 858
those chapters, including the duty imposed by section 1121.10 of 859
the Revised Code, the superintendent of financial institutions 861
may do any of the following:
(1) Participate with financial institution regulatory 863
authorities of other states, the United States, and other 864
countries in any of the following: 865
(a) Programs for alternate examinations of the records and 867
affairs of banks and trust companies over which they have 868
concurrent jurisdiction; 869
(b) Joint or concurrent examinations of the records and 871
affairs of banks and trust companies over which they have 872
concurrent jurisdiction;
(c) Coordinated examinations of the records and affairs of 874
banks and trust companies over which they have collective 875
jurisdiction.
(2) Conduct, participate in, or coordinate independent, 877
concurrent, joint, or coordinated examinations of the records and 878
affairs of banks and trust companies and otherwise act on behalf 879
of financial institution regulatory authorities of other states, 880
the United States, and other countries having jurisdiction over 881
the banks and trust companies;
(3) Rely on information leading to, arising from, or 883
20
obtained in the course of examinations conducted by financial 884
institution regulatory authorities of other states, the United 885
States, and other countries when both of the following apply: 886
(a) Pursuant to agreement and applicable law, the 888
superintendent may receive and use the information leading to, 889
arising from, or obtained in the course of the other regulatory 890
authorities' examinations in administering Chapters 1101. to 891
1127. of the Revised Code and acting under the authority of those
chapters; 892
(b) In the superintendent's judgment the other regulatory 894
authorities' personnel, practices, and authority warrant the 895
superintendent's reliance. 896
(4) Authorize financial institution regulatory authorities 898
of other states, the United States, and other countries to 899
receive and use information leading to, arising from, or obtained 900
in the course of examinations conducted by the division of 901
financial institutions in the same manner and for the purposes 902
they could use information leading to, arising from, or obtained 903
in the course of their own examinations when both of the
following apply: 904
(a) Pursuant to applicable law, information leading to, 906
arising from, or obtained in the course of examinations the other 907
regulatory authorities conduct is protected from general 908
disclosure and may only be disclosed for purposes similar to 909
those provided in section 1121.18 of the Revised Code, which are 910
principally regulatory in nature, for disclosure of information
leading to, arising from, or obtained in the course of 911
examinations conducted by the division; 912
(b) Pursuant to agreement and applicable law, information 914
leading to, arising from, or obtained in the course of 915
examinations conducted by the division will, in the other 916
regulatory authorities' possession or the possession of any 917
persons to whom the other regulatory authorities disclosed the 918
information as a part of examinations of those persons, be
21
protected from disclosure to the same extent as information 919
leading to, arising from, or obtained in the course of those 920
regulatory authorities' examinations.
(5) Rely on the actions of financial institution 922
regulatory authorities of other states, the United States, or 923
other countries, or participate with them jointly, in responding 924
to violations of law, unsafe or unsound practices, breaches of 925
fiduciary duty, or other regulatory concerns affecting banks and 926
trust companies over which they have concurrent jurisdiction when 927
the other regulatory authorities have adequate personnel,
practices, and authority to warrant the reliance; 928
(6) Implement other cooperative arrangements with 930
financial institution regulatory authorities of other states, the 931
United States, and other countries consistent with safety and 932
soundness.
(B) No person shall use any reliance by the 934
superintendent, in whole or in part, on financial institution 935
regulatory authorities of other states, the United States, or 936
other countries in accordance with division (A) of this section 937
to support any assertion of either of the following: 938
(1) Failure of the superintendent or division to properly 940
administer Chapters 1101. to 1127. of the Revised Code or fulfill 941
the duties imposed by those chapters; 942
(2) Disagreement by the superintendent or division with 944
any action taken by financial institution regulatory authorities 945
of other states, the United States, or other countries. 946
(C) IN CONDUCTING, PARTICIPATING IN, OR COORDINATING 949
INDEPENDENT, CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF 950
THE RECORDS AND AFFAIRS OF BANKS AND TRUST COMPANIES, THE 951
SUPERINTENDENT MAY PURCHASE SERVICES FROM FINANCIAL INSTITUTION 952
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND 954
OTHER COUNTRIES, INCLUDING SERVICES PROVIDED BY EMPLOYEES OF 955
OTHER FINANCIAL INSTITUTION REGULATORY AUTHORITIES IN THEIR 956
CAPACITIES AS EMPLOYEES OF OTHER FINANCIAL INSTITUTION REGULATORY 957
22
AUTHORITIES. THE PURCHASE OF SERVICES FROM ONE OR MORE FINANCIAL 958
INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED 961
STATES, OR OTHER COUNTRIES IS THE PURCHASE OF SERVICES FROM A 962
SOLE SOURCE PROVIDER AND IS NOT THE EMPLOYMENT OF ANY FINANCIAL 963
INSTITUTION REGULATORY AUTHORITY OR ANY OF ITS EMPLOYEES. 964
THE AUTHORITY TO PURCHASE SERVICES PURSUANT TO THIS 966
DIVISION DOES NOT IMPAIR THE SUPERINTENDENT'S AUTHORITY TO 967
PURCHASE SERVICES FROM ANY OTHER SOURCE. 968
Sec. 1151.01. In sections of the Revised Code making 978
reference to savings and loan associations and to the division of 979
savings and loan associations or the division of financial 980
institutions:
(A) "Savings and loan association" means a corporation 982
organized for the purpose of raising money to be loaned to its 983
members or to others; "building and loan association" AND 984
"SAVINGS ASSOCIATION" may be used interchangeably with and shall 986
for all purposes have the same meaning as "savings and loan 987
association" and "savings association;" and "division of building 988
and loan associations" and "division of savings and loan 989
associations" may be used interchangeably with and shall for all 990
purposes have the same meaning as "division of financial 991
institutions."
(B) "Controlling person" means any person or entity which, 993
either directly or indirectly, or acting in concert with one or 994
more other persons or entities, owns, controls, or holds with 995
power to vote, or holds proxies representing, fifteen per cent or 996
more of the voting shares or rights of a savings and loan 997
association or controls in any manner the election or appointment 998
of a majority of the directors of an association. However, a 999
director of an association will not be deemed to be a controlling 1,000
person of such association based upon his THE DIRECTOR'S voting, 1,001
or acting in concert with other directors in voting, proxies 1,003
obtained in connection with an annual A solicitation of proxies 1,004
or obtained from savings account holders and borrowers if such 1,005
23
proxies are voted as directed by a majority of the entire board 1,006
of directors of the association, or of a committee of such 1,007
directors if such committee's composition and authority are 1,008
controlled by a majority vote of the entire board and if its 1,009
authority is revocable by such a majority. 1,010
(C) "Domestic association" means a savings and loan 1,012
association organized under the laws of this state or the "Home 1,013
Owners' Loan Act of 1933," 48 Stat. 128, 12 U.S.C.A. 1461, and 1,014
amendments thereto A SAVINGS ASSOCIATION CHARTERED UNDER THE LAWS 1,015
OF THE UNITED STATES, the home office of which is located within 1,017
this state. 1,018
(D) "Foreign SAVINGS association" means a savings and loan 1,020
association, the home office of which THAT is located outside 1,021
this CHARTERED UNDER THE LAWS OF ANOTHER state. 1,023
(E) "FOREIGN FEDERAL ASSOCIATION" MEANS A SAVINGS 1,026
ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE 1,028
HOME OFFICE OF WHICH IS LOCATED IN ANOTHER STATE. 1,029
(F) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 1,033
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 1,035
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 1,036
OF THE UNITED STATES. 1,038
(G) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 1,041
WHICH A SAVINGS ASSOCIATION RECEIVES MONEY OR ITS EQUIVALENT FROM 1,042
THE PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A 1,043
SAVINGS ASSOCIATION. "BANKING OFFICE" DOES NOT INCLUDE ANY OF 1,044
THE FOLLOWING:
(1) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION RECEIVES, 1,047
BUT DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, 1,048
SUCH AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 1,049
DEPOSITORY;
(2) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 1,052
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF
THE BANKING OFFICE; 1,053
(3) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 1,056
24
OWNED, LEASED, OR OPERATED BY A SAVINGS ASSOCIATION; 1,057
(4) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 1,060
A MILITARY INSTALLATION AT WHICH A SAVINGS ASSOCIATION ONLY 1,061
ACCEPTS DEPOSITS AND CASHES CHECKS;
(5) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION TAKES AND 1,064
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 1,065
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(6) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION IS ENGAGED 1,068
SOLELY IN PROVIDING ADMINISTRATIVE SUPPORT SERVICES FOR ITS OWN 1,069
OPERATIONS OR FOR OTHER FINANCIAL INSTITUTIONS.
(H) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 1,072
SAVINGS ASSOCIATION'S PRINCIPAL OFFICE CONSISTENT WITH ITS 1,073
ARTICLES OF INCORPORATION. 1,074
(I) "Superintendent," "superintendent of building and loan 1,076
associations," or "superintendent of savings and loan 1,077
associations" means the superintendent of the division of 1,078
financial institutions of this state. Whenever the division or 1,079
superintendent of savings and loan associations or building and 1,080
loan associations is referred to or designated in any statute,
rule, contract, or other document, the reference or designation 1,081
shall be deemed to refer to the division or superintendent of 1,083
financial institutions, as the case may be. 1,084
Sec. 1151.05. (A) No savings and loan association 1,093
ORGANIZED UNDER THE LAWS OF THIS STATE shall establish an MORE 1,094
THAN ONE BANKING office, or maintain branches other than those 1,096
established before July 3, 1923, nor relocate any branch, except 1,097
with the prior written approval of the superintendent of savings 1,098
and loan associations FINANCIAL INSTITUTIONS. 1,099
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 1,102
LAWS OF THIS STATE MAY ESTABLISH A BRANCH AT ANY OF THE FOLLOWING 1,103
LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 1,105
(2) ANY LOCATION IN ANOTHER STATE; 1,107
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 1,111
25
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 1,113
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 1,117
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 1,118
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 1,119
FOR, EXAMINING THE BRANCH. 1,120
Sec. 1151.052. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 1,122
SECTION AND IN SECTION 1151.60 OF THE REVISED CODE, ONLY A 1,125
DOMESTIC ASSOCIATION MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS 1,126
STATE. 1,127
(B) A FOREIGN FEDERAL ASSOCIATION MAY ESTABLISH A BRANCH 1,130
AS PERMITTED BY FEDERAL LAW. 1,131
(C)(1) A FOREIGN SAVINGS ASSOCIATION MAY, UPON RECEIVING 1,134
THE APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 1,135
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 1,136
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 1,137
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR 1,138
SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS 1,139
STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH 1,140
OF THE FOLLOWING CONDITIONS ARE MET: 1,141
(a) THE FOREIGN SAVINGS ASSOCIATION PROVIDES EVIDENCE TO 1,144
THE SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 1,145
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 1,148
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 1,149
SAVINGS ASSOCIATION HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT 1,150
AT THE TIME THE ASSOCIATION IS SEEKING APPROVAL UNDER THIS 1,151
SECTION, PERMIT A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER 1,152
THIS CHAPTER TO ESTABLISH A NEW BRANCH OR ASSUME ALL OR 1,153
SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING 1,154
BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, 1,155
AS THE CASE MAY BE, IN THAT OTHER STATE ON TERMS THAT ARE, ON THE 1,156
WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE ESTABLISHED 1,157
UNDER THIS SECTION.
(2) IF A FOREIGN SAVINGS ASSOCIATION THAT MAINTAINS A 1,159
26
BRANCH IN THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE 1,161
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 1,162
TERMINATED.
(3) A FOREIGN SAVINGS ASSOCIATION THAT SEEKS TO ESTABLISH 1,165
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IN THIS 1,166
STATE IS SUBJECT TO DIVISIONS (C)(1) AND (2) OF THIS SECTION AND 1,168
SECTION 1151.05 OF THE REVISED CODE. 1,170
Sec. 1151.60. (A)(1) A savings and loan association 1,179
ORGANIZED UNDER THE LAWS OF THIS STATE may ACQUIRE OR merge with 1,181
another savings and loan A DOMESTIC association, A FOREIGN 1,182
SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A SAVINGS 1,183
BANK, A FOREIGN SAVINGS BANK, A STATE BANK, A NATIONAL BANK, or 1,186
with a holding company affiliate BANK ORGANIZED UNDER THE LAWS OF 1,187
ANOTHER STATE, upon application to and written approval of the 1,189
superintendent of savings and loan associations FINANCIAL
INSTITUTIONS. The superintendent shall approve a merger of a 1,191
savings and loan association and a holding company affiliate only 1,192
if the superintendent is of the opinion that the rights of all 1,193
interested parties are protected. 1,194
(B) A savings and loan association may merge with a bank 1,196
or a savings bank. 1,197
(1) If the savings and loan association is the acquiror or 1,199
surviving institution, or the articles of incorporation of the 1,200
new institution provide that the new institution is a savings and 1,201
loan association, application to and written approval of the 1,202
superintendent of savings and loan associations is required. 1,203
(2) If the savings and loan association is not the 1,205
acquiror or the surviving institution, or the articles of 1,206
incorporation of the new institution provide that the new 1,207
institution is a bank or savings bank, notice only shall be 1,208
provided the superintendent of savings and loan associations, and 1,209
the merger is subject to section 1115.11 or 1161.76 of the 1,211
Revised Code. 1,212
(3) For purposes of DIVISION (A)(1) OF this section, if 1,215
27
the surviving institution or new institution is a savings and 1,216
loan association ORGANIZED UNDER THE LAWS OF THIS STATE, section 1,218
1701.82 of the Revised Code governs the merger or consolidation, 1,219
except that after the merger or consolidation becomes effective, 1,220
the surviving or new institution shall possess, of a public and 1,221
private nature, the rights, privileges, immunities, powers, 1,222
franchises, and authority of a savings and loan association 1,223
ORGANIZED UNDER THE LAWS OF THIS STATE.
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 1,226
LAWS OF THIS STATE MAY MERGE WITH A HOLDING COMPANY AFFILIATE 1,227
UPON APPLICATION TO AND WRITTEN APPROVAL OF THE SUPERINTENDENT. 1,228
THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER ONLY IF THE 1,229
SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF ALL 1,230
INTERESTED PARTIES ARE PROTECTED. 1,231
(C) The limitations and conditions of Chapter 1701. of the 1,233
Revised Code do not apply to a merger of a savings and loan 1,234
association, the outstanding capital of which consists entirely 1,235
of withdrawable shares, or which is organized under section 1,236
1151.081 of the Revised Code, provided that the plan of merger is 1,237
approved by a two-thirds vote of the association's board of 1,238
directors as evidenced by a merger agreement. Upon written 1,239
notice to the association's board of directors, the 1,240
superintendent of savings and loan associations may require that 1,241
the plan of merger be submitted to the shareholders for approval 1,242
in accordance with the provisions of Chapter 1701. of the Revised 1,243
Code. 1,244
(D) The superintendent shall adopt rules in accordance 1,246
with Chapter 119. of the Revised Code setting forth criteria that 1,247
must be met for the merger of a savings and loan association and 1,248
a holding company affiliate which THAT is not a savings and loan 1,249
association, a STATE bank, A NATIONAL BANK, A BANK ORGANIZED 1,250
UNDER THE LAWS OF ANOTHER STATE, or a savings bank. 1,251
(E) For purposes of this section, upon the consolidation 1,253
or purchase of substantially all of the assets and assumption of 1,254
28
liabilities of a savings and loan association, the superintendent 1,255
of savings and loan associations, at the superintendent's 1,256
discretion, may direct the secretary of state to cancel the 1,258
articles of incorporation.
(F) For purposes of this section: 1,260
(1) "Holding company affiliate" means a savings and loan 1,262
holding company of which a savings and loan association is a 1,263
subsidiary and any other subsidiary of such holding company other 1,264
than a subsidiary of such association. 1,265
(2) "Merger" includes consolidation and the purchase of 1,267
substantially all of the assets and assumption of liabilities of 1,268
another institution. "Merger" includes the use of an interim 1,269
savings association. 1,270
Sec. 1151.71. (A) Notwithstanding any other provision of 1,279
the Revised Code, no savings and loan association incorporated 1,280
under the laws of any other state or having its MAIN OFFICE OR 1,281
principal place of business in any other state shall receive 1,283
deposits or transact any business of any kind in this state other 1,284
than the lending of money, EXCEPT AS PROVIDED IN SECTIONS 1,285
1151.052, 1151.053, AND 1151.60 OF THE REVISED CODE. 1,286
(B) A savings and loan association or savings and loan 1,288
holding company with its MAIN OFFICE OR principal place of 1,289
business in another state may charter or otherwise acquire an 1,291
Ohio savings and loan association or Ohio savings and loan 1,292
holding company if the superintendent of savings and loan 1,293
associations determines in his discretion that the laws of such 1,294
other state, as in effect at the time the application referred to 1,295
in division (C) of this section is filed, permit an Ohio savings 1,296
and loan association or Ohio savings and loan holding company to 1,297
charter or otherwise acquire a savings and loan association or 1,298
savings and loan holding company having its principal place of 1,299
business in such other state on terms that are, on the whole, 1,300
substantially no more restrictive than those established under 1,301
this section. If the law of such other state restricts entry by 1,302
29
Ohio savings and loan associations or Ohio savings and loan 1,303
holding companies to that state by limiting such right to only 1,304
one or the other means of entry, either by de novo charter or by 1,305
acquisition, then the authority granted by this section shall be 1,306
similarly limited for savings and loan associations or savings 1,307
and loan holding companies with their principal places of 1,308
business located in that state. For a period of three years 1,309
after October 17, 1985, the authority granted by this division is 1,310
available only to a savings and loan association or savings and 1,311
loan holding company that has its principal place of business in 1,312
a state contiguous to this state, or in Delaware, District of 1,313
Columbia, Florida, Illinois, Maryland, Missouri, New Jersey, 1,314
Oklahoma, Tennessee, Virginia, Washington, or Wisconsin. 1,315
Thereafter, such authority is available to a savings and loan 1,316
association or savings and loan holding company without such 1,317
limitation as to its principal place of business. 1,318
(C)(1) Any savings and loan association or savings and 1,320
loan holding company proposing to charter a state savings and 1,321
loan association pursuant to the authority granted by this 1,322
section shall make application pursuant to and be bound by the 1,323
requirements of Chapter 1151. of the Revised Code THIS CHAPTER 1,324
and the rules adopted thereunder to the extent they are not 1,326
inconsistent with division (B) of this section. 1,327
(2) Any savings and loan association or savings and loan 1,329
holding company proposing to acquire an Ohio savings and loan 1,330
association or Ohio savings and loan holding company pursuant to 1,331
this section shall concurrently file with the superintendent 1,332
COMPLY WITH SECTION 1151.66 OF THE REVISED CODE. AN APPLICATION 1,335
FILED PURSUANT TO THAT SECTION SHALL CONSIST OF a copy of the 1,338
application filed with the appropriate regulator under federal 1,339
law, and shall provide the superintendent with evidence that its 1,340
accounts OR THE ACCOUNTS OF ITS INSURED DEPOSITORY INSTITUTION 1,341
SUBSIDIARIES are insured by the federal savings and loan DEPOSIT 1,342
insurance corporation, together with. IF NO APPLICATION IS 1,343
30
REQUIRED TO BE FILED UNDER FEDERAL LAW, THE APPLICATION SHALL 1,344
CONTAIN such other information as the superintendent may 1,346
prescribe, by rule, as necessary or appropriate for the purpose 1,347
of making his A determination under this section AND SECTION 1,348
1151.66 OF THE REVISED CODE. Withdrawal from the federal savings 1,349
and loan DEPOSIT insurance corporation terminates the authority 1,350
of the foreign savings and loan association or savings and loan 1,351
holding company to do business in Ohio and voids any certificate 1,352
OR APPROVAL issued under this section. Within fifteen business 1,354
days after its receipt, the superintendent shall accept an 1,355
application for processing, request additional information to 1,356
complete the application, or return the application if it is 1,357
substantially incomplete. The superintendent shall give notice 1,358
to the applicant of the date upon which he has determined that 1,359
the application and any other required information is complete. 1,360
The superintendent shall approve the acquisition within sixty 1,361
days of his determination that the application and any other 1,362
required information is complete, unless he finds that the 1,363
applicable criteria set forth in federal savings and loan holding 1,364
companies regulations, 12 C.F.R. Parts 583, 584, and 585, as 1,365
amended, promulgated by the federal home loan bank board pursuant 1,366
to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 1,367
U.S.C. 1730a, as amended, and the criteria set forth in this 1,368
division (C)(2) have not been met. In reaching his 1,369
determination, the superintendent shall also consider the 1,370
following factors in relation to the applicant, its subsidiaries, 1,371
and the Ohio savings and loan association or Ohio savings and 1,372
loan holding company to be acquired:
(a) Their financial condition and future prospects, 1,374
including their current and projected capital positions and 1,375
levels of indebtedness; 1,376
(b) The competence and character of the principals and 1,378
management of the applicant and the savings and loan associations 1,379
or savings and loan holding companies concerned; their record of 1,380
31
compliance with laws, rules, and regulations; and the applicant's 1,381
record of fulfilling any commitments to, and any conditions 1,382
imposed by, the superintendent in connection with prior 1,383
applications; and 1,384
(c) The convenience and needs of the communities to be 1,386
served. 1,387
The application and the acquisition to which it relates 1,389
shall be deemed approved if no action is taken by the 1,390
superintendent within sixty days of his determination that the 1,391
application and any other required information is complete. 1,392
If the superintendent denies an application for such 1,394
acquisition, the order of denial must be accompanied by a 1,395
written, public opinion setting forth the reasons for denial. 1,396
(D) A nonrefundable fee of six thousand dollars shall 1,398
accompany each application and an application is not complete 1,399
without such fee. 1,400
(E) No application for approval of a charter or other 1,402
acquisition pursuant to the authority granted by this section 1,403
shall be approved by the superintendent if the superintendent 1,404
determines that such approval would cause the applicant savings 1,405
and loan association or savings and loan holding company to 1,406
control aggregate total deposits in this state exceeding twenty 1,407
per cent of the total deposits held by all banks, savings banks, 1,408
and savings and loan associations located in this state as 1,409
reported in the most recently available reports of condition or 1,410
similar reports filed with state or federal authorities. 1,411
(F) Unless the shareholders of the Ohio savings and loan 1,413
association or Ohio savings and loan holding company to be 1,414
acquired have approved an amendment to its constitution, articles 1,415
of incorporation, code of regulations, or comparable document 1,416
that provides that this division shall not apply to such Ohio 1,417
savings and loan association or Ohio savings and loan holding 1,418
company, any acquisition to be made pursuant to the authority 1,419
granted by this section which will result in the acquiring 1,420
32
savings and loan association or savings and loan holding company 1,421
directly or indirectly owning or controlling one-fifth or more of 1,422
the voting power of the Ohio savings and loan association or Ohio 1,423
savings and loan holding company must be authorized by the 1,424
affirmative vote of the holders of not less than two-thirds of 1,425
the voting power of the Ohio savings and loan association or Ohio 1,426
savings and loan holding company to be acquired. 1,427
(G) The limitations set forth in this section do not apply 1,429
to the acquisition of a state-chartered Ohio savings and loan 1,430
association if, in his discretion, the superintendent determines 1,431
that an emergency exists with respect to the savings and loan 1,432
association to be acquired, and that the acquisition is 1,433
appropriate in order to prevent the probable failure of a savings 1,434
and loan association which is closed or is in danger of closing. 1,435
(H) Any savings and loan association or savings and loan 1,437
holding company chartering or acquiring a savings and loan 1,438
association or savings and loan holding company pursuant to the 1,439
authority granted by this section shall file with the 1,440
superintendent copies of the public portions of all regular and 1,441
periodic reports such savings and loan association or savings and 1,442
loan holding company is required to file under section 13 or 1,443
15(d) of the "Securities Exchange Act of 1934," 48 Stat. 894, 15 1,444
U.S.C. 78m or 78o(d), as amended. 1,445
(I) If a savings and loan association or savings and loan 1,447
holding company that has acquired an Ohio savings and loan 1,448
association or Ohio savings and loan holding company pursuant to 1,449
the authority granted by division (B) of this section ceases 1,450
during the three-year period after October 17, 1985 to have its 1,451
principal place of business in a state contiguous to this state, 1,452
or in Delaware, District of Columbia, Florida, Illinois, 1,453
Maryland, Missouri, New Jersey, Oklahoma, Tennessee, Virginia, 1,454
Washington, or Wisconsin, such savings and loan association or 1,455
savings and loan holding company shall divest itself of the Ohio 1,456
savings and loan association or Ohio savings and loan holding 1,457
33
company acquired pursuant to the authority granted by this 1,458
section upon such terms as the superintendent, in his discretion, 1,459
determines to be appropriate in the circumstances. 1,460
(J) As used in this section: 1,462
(1) "Acquire" or "acquisition" means any EITHER of the 1,464
following transactions or actions: 1,466
(a) A merger, consolidation, or combination of or with an 1,468
Ohio savings and loan holding company; 1,469
(b) The acquisition of the direct or indirect ownership or 1,471
control of voting shares of an Ohio savings and loan holding 1,472
company or an Ohio savings and loan association if, after such 1,473
acquisition, the acquiring savings and loan association or 1,474
savings and loan holding company will directly or indirectly own 1,475
or control more than five per cent of any class of voting shares 1,476
BE A CONTROLLING PERSON of the Ohio savings and loan association 1,477
or Ohio THE savings and loan holding company unless the 1,479
superintendent determines, in his discretion, that the nature of 1,480
the acquisition is such that it should not be subject to the 1,481
limitations of this section;
(c) The direct or indirect acquisition of all or 1,483
substantially all of the assets of an Ohio savings and loan 1,484
association or Ohio savings and loan holding company; or 1,485
(d)(b) The taking of any other action that results in the 1,487
direct or indirect control of an Ohio savings and loan 1,488
association or Ohio savings and loan holding company. 1,489
(2) "Ohio savings and loan association" means a domestic 1,491
building and loan association as defined in division (B) of 1,492
section 1151.01 of the Revised Code. 1,493
(3) "Savings and loan holding company" means any company 1,495
which THAT is a savings and loan holding company as defined in 12 1,497
C.F.R. section 583.11 583.20, as amended, promulgated by PURSUANT 1,499
TO SECTION 10 OF the federal home loan bank board pursuant to the 1,500
"Savings and HOME OWNERS' Loan Holding Company Act OF 1933," 73 1,502
48 Stat. 691 128, 12 U.S.C. 1730a U.S.C.A. 1467a, as amended, or 1,504
34
which THAT will become such an approved savings and loan holding 1,505
company prior to or upon completion of the acquisition to be made 1,506
pursuant to the authority granted by this section, AND INCLUDES A 1,508
BANK HOLDING COMPANY AS DEFINED IN 12 C.F.R. SECTION 225.2 1,511
PROMULGATED PURSUANT TO SECTION 2 OF THE "BANK HOLDING COMPANY 1,515
ACT OF 1956," 70 STAT. 133, 12 U.S.C.A. 1841, AS AMENDED. 1,518
(4) "Ohio savings and loan holding company" means a 1,520
savings and loan holding company which THAT owns or controls one 1,521
or more Ohio savings and loan associations and has its principal 1,523
place of business in this state. 1,524
(5) "Principal place of business" means, AS TO A SAVINGS 1,527
AND LOAN ASSOCIATION, THE STATE IN WHICH ITS MAIN OFFICE IS 1,528
LOCATED, AND as to a savings and loan holding company, the state 1,530
or jurisdiction in which the total deposits of all direct and 1,531
indirect savings and loan INSURED DEPOSITORY INSTITUTION 1,532
subsidiaries of the savings and loan holding company and any 1,533
other company that has control, within the meaning of 12 C.F.R. 1,534
section 583.26, as amended, promulgated by the federal home loan 1,535
bank board pursuant to the "Savings and Loan Holding Company 1,536
Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended, of the savings 1,537
and loan holding company are the largest, as shown in the most 1,538
recent report of condition or similar report filed by such 1,539
savings and loan INSURED DEPOSITORY INSTITUTION subsidiaries with 1,540
state or federal authorities; and, as to a savings and loan 1,542
association, the state or jurisdiction in which its total 1,543
deposits or savings accounts and those of all its savings and 1,544
loan subsidiaries, if any, are the largest, as shown in the most 1,545
recent report of condition or similar report filed by the savings 1,546
and loan association and its savings and loan subsidiaries with 1,547
state or federal authorities.
(6) "State contiguous to this state" means the state of 1,549
Pennsylvania, West Virginia, Kentucky, Indiana, or Michigan 1,550
INSURED DEPOSITORY INSTITUTION" HAS THE SAME MEANING AS IN THE 1,552
"FEDERAL DEPOSIT INSURANCE ACT," 64 STAT. 873 (1950), 12 U.S.C. 1,557
35
1811, 1813, AS AMENDED. 1,558
Sec. 1155.13. (A)(1) EACH SAVINGS AND LOAN ASSOCIATION 1,560
SUBJECT TO INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF 1,561
FINANCIAL INSTITUTIONS AND TRANSACTING BUSINESS IN THIS STATE AS 1,562
OF THE THIRTY-FIRST DAY OF DECEMBER OF THE PRIOR FISCAL YEAR, OR 1,563
THE SAVINGS AND LOAN ASSOCIATION'S SUCCESSOR IN INTEREST, SHALL 1,564
PAY ANNUAL ASSESSMENTS TO THE SUPERINTENDENT AS PROVIDED IN THIS 1,565
SECTION.
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF 1,567
FINANCIAL INSTITUTIONS FOR EXAMINATION AND REGULATION OF SAVINGS 1,568
AND LOAN ASSOCIATIONS, BUT PRIOR TO ESTABLISHING THE ANNUAL 1,569
ASSESSMENT AMOUNT NECESSARY TO FUND THAT BUDGET, THE
SUPERINTENDENT SHALL INCLUDE ANY AMOUNTS COLLECTED BUT NOT YET 1,570
EXPENDED OR ENCUMBERED BY THE SUPERINTENDENT IN THE PREVIOUS 1,571
FISCAL YEAR'S BUDGET AND REMAINING IN THE BUILDING AND LOAN 1,572
ASSOCIATIONS FUND FROM THE AMOUNT TO BE ASSESSED. BASED UPON THE 1,573
RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL MAKE AN 1,574
ASSESSMENT UPON EACH SAVINGS AND LOAN ASSOCIATION BASED ON THE
TOTAL ASSETS AS SHOWN ON THE BOOKS OF THE SAVINGS AND LOAN 1,575
ASSOCIATION AS OF THE THIRTY-FIRST DAY OF DECEMBER OF THE 1,576
PREVIOUS FISCAL YEAR. THE ASSESSMENTS SHALL BE COLLECTED ON AN 1,577
ANNUAL OR PERIODIC BASIS WITHIN THE FISCAL YEAR, AS DETERMINED BY 1,578
THE SUPERINTENDENT.
(3) A SAVINGS AND LOAN ASSOCIATION AUTHORIZED BY THE 1,580
SUPERINTENDENT TO COMMENCE BUSINESS IN THE PERIOD BETWEEN 1,581
ASSESSMENTS SHALL PAY THE ACTUAL REASONABLE COSTS OF THE 1,582
DIVISION'S EXAMINATIONS AND VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION 1,584
SHALL BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR 1,585
PAYMENT OF THE ASSESSMENT OR FEE. 1,586
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE. 1,588
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES 1,590
CHARGED PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO 1,591
BE PAID TO THE SUPERINTENDENT INTO THE STATE TREASURY TO THE 1,592
36
CREDIT OF THE BUILDING AND LOAN ASSOCIATIONS FUND. 1,593
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE 1,595
CREDIT OF THE BUILDING AND LOAN ASSOCIATIONS FUND, BUT NOT 1,596
EXPENDED OR ENCUMBERED BY THE SUPERINTENDENT TO DEFRAY THE COSTS 1,597
OF ADMINISTERING CHAPTERS 1151. TO 1157. OF THE REVISED CODE, 1,598
SHALL REMAIN IN THE BUILDING AND LOAN ASSOCIATIONS FUND FOR
EXPENDITURES BY THE SUPERINTENDENT IN SUBSEQUENT YEARS IN THE 1,599
ADMINISTRATION OF CHAPTERS 1151. TO 1157. OF THE REVISED CODE. 1,600
Sec. 1161.01. (A) In sections of the Revised Code making 1,609
reference to savings banks and to the division of savings banks 1,610
or the division of financial institutions: 1,611
(1) "Savings bank" means a corporation that has its home 1,613
office located in this state, that is organized for the purposes 1,614
of receiving deposits and raising money to be loaned to its 1,615
members or to others, and that maintains at least sixty per cent 1,616
of its total assets in the housing-related and other investments 1,617
set forth in section 7701(a)(19)(C) of the "Internal Revenue Code 1,618
of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. "Savings 1,619
bank" does not include banks, savings and loan associations, or 1,620
credit unions. 1,621
(2) "Foreign savings bank" means a savings bank organized 1,623
under the laws of another state, the home office of which is 1,624
located outside this state. 1,625
(3) "Controlling person" means any person or entity which, 1,627
either directly or indirectly, or acting in concert with one or 1,628
more other persons or entities, owns, controls, or holds with 1,629
power to vote, or holds proxies representing, fifteen per cent or 1,630
more of the voting shares or rights of a savings bank or controls 1,631
in any manner the election or appointment of a majority of the 1,632
directors of a savings bank. However, a director of a savings 1,633
bank is not deemed to be a controlling person of the savings bank 1,634
based upon the director's voting, or acting in concert with other 1,636
directors in voting, proxies obtained in connection with an 1,637
annual A solicitation of proxies or obtained from savings account 1,638
37
holders and borrowers if such proxies are voted as directed by a 1,639
majority of the entire board of directors of the savings bank, or 1,640
of a committee of the directors if the committee's composition 1,641
and authority are controlled by a majority vote of the entire 1,642
board and if its authority is revocable by such a majority. 1,643
(4) "Division of savings banks" may be used 1,645
interchangeably with, and for all purposes has the same meaning 1,646
as, "division of financial institutions." 1,647
(5) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 1,651
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 1,653
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 1,654
OF THE UNITED STATES. 1,656
(6) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 1,658
WHICH A SAVINGS BANK RECEIVES MONEY OR ITS EQUIVALENT FROM THE 1,659
PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A SAVINGS 1,661
BANK. "BANKING OFFICE" DOES NOT INCLUDE ANY OF THE FOLLOWING: 1,662
(a) ANY LOCATION AT WHICH A SAVINGS BANK RECEIVES, BUT 1,665
DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, SUCH 1,666
AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 1,667
DEPOSITORY;
(b) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 1,670
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF 1,671
THE BANKING OFFICE;
(c) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 1,674
OWNED, LEASED, OR OPERATED BY A SAVINGS BANK;
(d) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 1,677
A MILITARY INSTALLATION AT WHICH A SAVINGS BANK ONLY ACCEPTS 1,678
DEPOSITS AND CASHES CHECKS;
(e) ANY LOCATION AT WHICH A SAVINGS BANK TAKES AND 1,681
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 1,682
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(f) ANY LOCATION AT WHICH A SAVINGS BANK IS ENGAGED SOLELY 1,685
IN PROVIDING ADMINISTRATIVE SERVICES FOR ITS OWN OPERATIONS OR 1,686
FOR OTHER FINANCIAL INSTITUTIONS.
38
(7) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 1,689
SAVINGS BANK'S PRINCIPAL OFFICE CONSISTENT WITH ITS ARTICLES OF 1,690
INCORPORATION.
(8) "Superintendent" or "superintendent of savings banks" 1,692
means the superintendent of the division of financial 1,693
institutions of this state. Whenever the division or 1,694
superintendent of savings banks is referred to or designated in 1,695
any statute, rule, contract, or other document, the reference or
designation shall be deemed to refer to the division or 1,696
superintendent of financial institutions, as the case may be. 1,697
(B) For purposes of any chapter of the Revised Code, 1,699
except Chapters 1101., 1103., 1105., 1107., 1109., 1111., 1113., 1,700
1115., 1117., 1119., 1121., 1123., 1125., 1127., 1133., 1151., 1,702
1153., 1155., 1157., 1161., 1163., and 1165., AND 1181. of the 1,704
Revised Code, "building and loan association," "savings and loan 1,705
association," or "financial institution" includes a savings bank 1,706
as defined in section 1161.01 of the Revised Code, unless the 1,707
context clearly requires otherwise. 1,708
Sec. 1161.05. (A) No savings bank shall establish an MORE 1,717
THAN ONE BANKING office, maintain branches, or relocate any 1,719
branch, except with the prior written approval of the
superintendent of savings banks FINANCIAL INSTITUTIONS. 1,720
(B) A SAVINGS BANK MAY ESTABLISH A BRANCH AT ANY OF THE 1,723
FOLLOWING LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 1,725
(2) ANY LOCATION IN ANOTHER STATE; 1,727
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 1,731
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 1,734
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 1,737
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 1,738
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 1,739
FOR, EXAMINING THE BRANCH. 1,740
Sec. 1161.07. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 1,742
SECTION AND SECTION 1161.76 OF THE REVISED CODE, ONLY A SAVINGS 1,745
39
BANK MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS STATE. 1,746
(B)(1) A FOREIGN SAVINGS BANK MAY, UPON RECEIVING THE 1,749
APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 1,750
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 1,751
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 1,752
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR 1,753
SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS 1,754
STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH 1,755
OF THE FOLLOWING CONDITIONS ARE MET: 1,756
(a) THE FOREIGN SAVINGS BANK PROVIDES EVIDENCE TO THE 1,759
SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 1,760
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 1,763
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 1,764
SAVINGS BANK HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT AT THE 1,765
TIME THE FOREIGN SAVINGS BANK IS SEEKING APPROVAL UNDER THIS 1,766
SECTION, PERMIT A SAVINGS BANK ORGANIZED UNDER THIS CHAPTER TO 1,767
ESTABLISH A NEW BRANCH OR ASSUME ALL OR SUBSTANTIALLY ALL OF THE 1,768
DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS 1,769
BANK, OR SAVINGS AND LOAN ASSOCIATION, AS THE CASE MAY BE, IN 1,770
THAT OTHER STATE ON TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY 1,771
NO MORE RESTRICTIVE THAN THOSE ESTABLISHED UNDER THIS SECTION. 1,772
(2) IF A FOREIGN SAVINGS BANK THAT MAINTAINS A BRANCH IN 1,775
THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 1,776
TERMINATED. 1,777
(3) A FOREIGN SAVINGS BANK THAT SEEKS TO ESTABLISH 1,779
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IS 1,780
SUBJECT TO DIVISIONS (B)(1) AND (2) OF THIS SECTION AND SECTION 1,782
1161.05 OF THE REVISED CODE, UNLESS OTHERWISE PROVIDED BY FEDERAL 1,783
LAW.
Sec. 1161.76. (A) For purposes of this section: 1,792
(1) "Holding company affiliate" means a holding company of 1,794
which a savings bank is a subsidiary and any other subsidiary of 1,795
40
the holding company other than a subsidiary of the savings bank. 1,796
(2) "Merger" includes consolidation and the purchase of 1,798
substantially all the assets and assumption of liabilities of 1,799
another institution. "Merger" includes the use of an interim 1,800
savings bank. 1,801
(B) A savings bank may ACQUIRE OR merge with another 1,803
savings bank, A FOREIGN SAVINGS BANK, A DOMESTIC ASSOCIATION, A 1,805
FOREIGN SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A 1,806
STATE BANK, A NATIONAL BANK, or a holding company affiliate BANK 1,809
ORGANIZED UNDER THE LAWS OF ANOTHER STATE, upon application to 1,810
and written approval of the superintendent of savings banks 1,811
FINANCIAL INSTITUTIONS. The superintendent of savings banks 1,813
shall approve a merger of a savings bank and a holding company 1,814
affiliate only if the superintendent of savings banks is of the 1,815
opinion that the rights of all interested parties are protected. 1,816
(C) The limitations and conditions of Chapter 1701. of the 1,818
Revised Code do not apply to a merger of a savings bank the 1,819
outstanding capital of which consists entirely of withdrawable 1,820
shares or that is organized under section 1161.11 of the Revised 1,821
Code, provided the plan of merger is approved by a two-thirds 1,822
vote of the savings bank's board of directors as evidenced by a 1,823
merger agreement. 1,824
(D) The superintendent shall adopt rules in accordance 1,826
with Chapter 119. of the Revised Code setting forth criteria that 1,827
shall be met for the merger of a savings bank and a holding 1,828
company affiliate that is not a savings bank, a bank, or a 1,829
savings and loan association. 1,830
(E) A savings bank may merge with a bank or a savings and 1,832
loan association. 1,833
(1) If the savings bank is the acquiror or surviving 1,835
institution, or the articles of incorporation of the new 1,836
institution provide that the new institution is a savings bank, 1,837
an application to and written approval of the superintendent of 1,838
savings banks is required. 1,839
41
(2) If the savings bank is not the acquiror or the 1,841
surviving institution, or the articles of incorporation of the 1,842
new institution provide that the new institution is a bank or 1,843
savings and loan association, notice only shall be provided the 1,844
superintendent of savings banks, and the merger is subject to 1,845
section 1115.11 or 1151.60 of the Revised Code. 1,846
(3) For purposes of this section, if the surviving 1,848
institution or new institution is a savings bank ORGANIZED UNDER 1,849
THIS CHAPTER, section 1701.82 of the Revised Code governs the 1,851
merger or consolidation, except that after the merger or 1,852
consolidation becomes effective, the surviving or new institution 1,853
shall possess, of a public or private nature, the rights, 1,854
privileges, immunities, powers, franchises, and authority of a 1,855
savings bank ORGANIZED UNDER THIS CHAPTER. 1,856
(F) A SAVINGS BANK MAY MERGE WITH A HOLDING COMPANY 1,859
AFFILIATE UPON APPLICATION TO AND WRITTEN APPROVAL OF THE 1,860
SUPERINTENDENT. THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER 1,861
ONLY IF THE SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF 1,862
ALL INTERESTED PARTIES ARE PROTECTED. 1,863
Sec. 1161.79. (A) As used in this section: 1,872
(1) "Acquire" or "acquisition" means any of the following 1,874
transactions or actions: 1,875
(a) A merger, consolidation, or combination of or with an 1,877
Ohio savings bank holding company; 1,878
(b) The acquisition of the direct or indirect ownership or 1,880
control of voting shares of an Ohio savings bank holding company 1,881
or a AN OHIO savings bank if, after the acquisition, the 1,883
acquiring savings bank or savings bank holding company will 1,884
directly or indirectly own or control more than five per cent of 1,885
any class of voting shares BE A CONTROLLING PERSON of the savings 1,886
bank or Ohio THE savings bank holding company unless the 1,888
superintendent of savings banks determines, in his discretion, 1,889
that the nature of the acquisition is such that it should not be 1,890
subject to the limitations of this section;
42
(c) The direct or indirect acquisition of all or 1,892
substantially all of the assets of a savings bank or Ohio savings 1,893
bank holding company; 1,894
(d)(b) The taking of any other action that results in the 1,896
direct or indirect control of a AN OHIO savings bank or Ohio 1,898
savings bank holding company. 1,899
(2) "Insured depository institution" has the same meaning 1,901
as in the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 1,902
12 U.S.C. 1811, 1813, as amended. 1,903
(3) "Ohio savings bank holding company" means a savings 1,905
bank holding company that owns or controls one or more savings 1,906
banks and has its principal place of business in this state. 1,907
(4) "Principal place of business" means, as to a SAVINGS 1,909
BANK, THE STATE IN WHICH ITS MAIN OFFICE IS LOCATED, AND AS TO A 1,910
SAVINGS bank holding company, the state or jurisdiction in which 1,911
the total deposits of all direct and indirect insured depository 1,912
institution subsidiaries of the bank holding company and any 1,913
other company that has control, within the meaning of section 1,914
2(a)(2) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 1,915
12 U.S.C. 1841(a)(2), as amended, of the bank holding company are 1,916
the largest, as shown in the most recent report of condition or 1,917
similar report filed by the insured depository institution 1,918
subsidiaries with state or federal authorities. "Principal place 1,919
of business" means as to a savings bank, the state or 1,920
jurisdiction in which its total deposits or savings accounts and 1,921
those of all its savings bank subsidiaries, if any, are the 1,922
largest, as shown in the most recent report of condition or 1,923
similar report filed by the savings bank and its savings bank 1,924
subsidiaries with state or federal authorities. 1,925
(B) Notwithstanding any other provision of the Revised 1,927
Code, no savings bank incorporated under the laws of any other 1,928
state or having its MAIN OFFICE OR principal place of business in 1,929
any other state shall SOLICIT, receive, OR ACCEPT deposits or 1,932
transact any business of any kind in this state other than the 1,933
43
lending of money, EXCEPT AS PROVIDED IN SECTIONS 1161.07, 1,934
1161.071, AND 1161.76 OF THE REVISED CODE.
(C) A savings bank or savings bank holding company with 1,936
its MAIN OFFICE OR principal place of business in another state 1,937
may charter or otherwise acquire a savings bank or Ohio savings 1,939
bank holding company if the superintendent determines in his 1,940
discretion that the laws of the other state, as in effect at the 1,941
time the application referred to in division (D) of this section 1,942
is filed, permit a savings bank or Ohio savings bank holding 1,943
company to charter or otherwise acquire a savings bank or savings 1,944
bank holding company having its principal place of business in 1,945
the other state on terms that are, on the whole, substantially no 1,946
more restrictive than those established under this section. If 1,947
the law of the other state restricts entry by savings banks or 1,948
Ohio savings bank holding companies to that state by limiting the 1,949
right to only one or the other means of entry, either by de novo 1,950
charter or by acquisition, then the authority granted by this 1,951
section shall be similarly limited for savings banks or savings 1,952
bank holding companies with their principal places of business 1,953
located in that state. 1,954
(D)(1) Any savings bank or savings bank holding company 1,956
proposing to charter a savings bank pursuant to the authority 1,957
granted by this section shall make application pursuant to and be 1,958
bound by the requirements of this chapter and the rules adopted 1,959
thereunder to the extent they are not inconsistent with division 1,960
(C) of this section. 1,961
(2) Any savings bank or savings bank holding company 1,963
proposing to acquire a AN OHIO savings bank or Ohio savings bank 1,965
holding company pursuant to this section shall file concurrently 1,966
with the superintendent COMPLY WITH SECTION 1161.78 OF THE 1,969
REVISED CODE. THE APPLICATION FILED PURSUANT TO THAT SECTION 1,971
SHALL CONSIST OF a copy of the application filed with the 1,972
appropriate regulator under federal law, and shall provide the 1,973
superintendent with evidence that its accounts OR THE ACCOUNTS OF 1,974
44
ITS INSURED DEPOSITORY INSTITUTION SUBSIDIARIES are insured by 1,975
the federal deposit insurance corporation, together with. IF NO 1,976
APPLICATION IS REQUIRED TO BE FILED UNDER FEDERAL LAW, THE 1,978
APPLICATION SHALL CONTAIN such other information as the 1,980
superintendent may prescribe, by rule, as necessary or 1,981
appropriate for the purpose of making his A determination under 1,982
this section AND SECTION 1161.78 OF THE REVISED CODE. Withdrawal
from the federal deposit insurance corporation terminates the 1,984
authority of the foreign savings bank or savings bank holding 1,985
company to do business in Ohio and voids any certificate issued 1,986
under this section. Within fifteen business days after its 1,987
receipt, the superintendent shall accept an application for 1,988
processing, request additional information to complete the 1,989
application, or return the application if it is substantially 1,990
incomplete. The superintendent shall give notice to the 1,991
applicant of the date upon which he has determined that the 1,992
application and any other required information is complete. The 1,993
superintendent shall approve the acquisition within sixty days of 1,994
his determination that the application and any other required 1,995
information is complete, unless he finds that the applicable 1,996
criteria set forth in federal reserve regulation Y, 12 C.F.R. 1,997
Part 225, Subpart B, as amended, promulgated by the federal 1,998
reserve board pursuant to the "Bank Holding Company Act of 1956," 1,999
70 Stat. 133, 12 U.S.C. 1841, as amended, and the criteria set 2,000
forth in division (D)(2) of this section have not been met. In 2,001
reaching his determination, the superintendent also shall 2,002
consider the following factors in relation to the applicant, its 2,003
subsidiaries, and the savings bank or Ohio savings bank holding 2,004
company to be acquired: 2,005
(a) Their financial condition and future prospects, 2,007
including their current and projected capital positions and 2,008
levels of indebtedness; 2,009
(b) The competence and character of the principals and 2,011
management of the applicant and the savings banks or bank holding 2,012
45
companies concerned; their record of compliance with laws, rules, 2,013
and regulations; and the applicant's record of fulfilling any 2,014
commitments to, and any conditions imposed by, the superintendent 2,015
in connection with prior applications; 2,016
(c) The convenience and needs of the communities to be 2,018
served. 2,019
(3) The application and the acquisition to which it 2,021
relates shall be deemed approved if no action is taken by the 2,022
superintendent within sixty days of his determination that the 2,023
application and any other required information is complete. 2,024
(4) If the superintendent denies an application for such 2,026
acquisition, the order of denial must be accompanied by a 2,027
written, public opinion setting forth the reasons for denial. 2,028
(E) A nonrefundable fee of six thousand dollars shall 2,030
accompany each application and an application is not complete 2,031
without this fee. 2,032
(F) No application for approval of a charter or other 2,034
acquisition pursuant to the authority granted by this section 2,035
shall be approved by the superintendent if the superintendent 2,036
determines that the approval would cause the applicant savings 2,037
bank or savings bank holding company to control aggregate total 2,038
deposits in this state exceeding twenty per cent of the total 2,039
deposits held by all insured depository institutions located in 2,040
this state as reported in the most recently available reports of 2,041
condition or similar reports filed with state or federal 2,042
authorities. 2,043
(G) Unless the members or shareholders of the savings bank 2,045
or Ohio savings bank holding company to be acquired have approved 2,046
an amendment to its constitution, articles of incorporation, code 2,047
of regulations, or comparable document that provides that this 2,048
division shall not apply to that savings bank or Ohio savings 2,049
bank holding company, any acquisition to be made pursuant to the 2,050
authority granted by this section which will result in the 2,051
acquiring savings bank or savings bank holding company directly 2,052
46
or indirectly owning or controlling one-fifth or more of the 2,053
voting power of the savings bank or Ohio savings bank holding 2,054
company must be authorized by the affirmative vote of the holders 2,055
of not less than two-thirds of the voting power of the savings 2,056
bank or Ohio savings bank holding company to be acquired. 2,057
(H) The limitations set forth in this section do not apply 2,059
to the acquisition of a savings bank if, in his discretion, the 2,060
superintendent determines that an emergency exists with respect 2,061
to the savings bank to be acquired, and that the acquisition is 2,062
appropriate in order to prevent the probable failure of a savings 2,063
bank which is closed or is in danger of closing. 2,064
(I) Any NOTWITHSTANDING ANY OTHER PROVISION OF THE REVISED 2,066
CODE, THE ACQUISITION OF ANY OHIO savings bank or OHIO savings 2,067
bank holding company chartering or acquiring BY a savings bank or 2,069
savings bank holding company pursuant to the authority granted by 2,071
this section shall file with the superintendent copies of the 2,072
public portions of all regular and periodic reports the ITS MAIN 2,073
OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE, WHICH 2,074
INCLUDES A DIRECT OR INDIRECT ACQUISITION OF A savings bank or 2,075
ELECTING TO BE TREATED AS A savings bank holding company is 2,077
required to file under section 13 or 15(d) of the "Securities 2,078
Exchange Act of 1934," 48 Stat. 894, 15 U.S.C. 78m or 78o(d), as 2,079
amended ASSOCIATION UNDER SECTION 10(l) OF THE "HOME OWNERS' LOAN 2,083
ACT OF 1933," 48 STAT. 128, 12 U.S.C.A. 1467a(l), AS AMENDED, 2,087
SHALL NOT BE SUBJECT TO THIS SECTION, BUT SHALL INSTEAD BE 2,088
SUBJECT TO SECTION 1151.71 OF THE REVISED CODE AS IF THE SAVINGS 2,090
BANKS AND SAVINGS BANK HOLDING COMPANIES INVOLVED WERE SAVINGS 2,091
AND LOAN ASSOCIATIONS AND SAVINGS AND LOAN HOLDING COMPANIES. 2,092
Sec. 1163.16. (A)(1) EACH SAVINGS BANK SUBJECT TO 2,095
INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF FINANCIAL
INSTITUTIONS AND TRANSACTING BUSINESS IN THIS STATE AS OF THE 2,096
THIRTY-FIRST DAY OF DECEMBER OF THE PRIOR FISCAL YEAR, OR THE 2,097
SAVINGS BANK'S SUCCESSOR IN INTEREST, SHALL PAY ANNUAL 2,098
ASSESSMENTS TO THE SUPERINTENDENT AS PROVIDED IN THIS SECTION. 2,099
47
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF 2,101
FINANCIAL INSTITUTIONS FOR EXAMINATION AND REGULATION OF SAVINGS 2,102
BANKS, BUT PRIOR TO ESTABLISHING THE ANNUAL ASSESSMENT AMOUNT 2,103
NECESSARY TO FUND THAT BUDGET, THE SUPERINTENDENT SHALL INCLUDE 2,104
ANY AMOUNTS COLLECTED BUT NOT YET EXPENDED OR ENCUMBERED BY THE 2,105
SUPERINTENDENT IN THE PREVIOUS FISCAL YEAR'S BUDGET AND REMAINING 2,106
IN THE SAVINGS BANKS FUND FROM THE AMOUNT TO BE ASSESSED. BASED 2,107
UPON THE RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL MAKE 2,108
AN ASSESSMENT UPON EACH SAVINGS BANK BASED ON THE TOTAL ASSETS AS 2,109
SHOWN ON THE BOOKS OF THE SAVINGS BANK AS OF THE THIRTY-FIRST DAY 2,110
OF DECEMBER OF THE PREVIOUS FISCAL YEAR. THE ASSESSMENTS SHALL 2,111
BE COLLECTED ON AN ANNUAL OR PERIODIC BASIS WITHIN THE FISCAL 2,112
YEAR, AS DETERMINED BY THE SUPERINTENDENT.
(3) A SAVINGS BANK AUTHORIZED BY THE SUPERINTENDENT TO 2,114
COMMENCE BUSINESS IN THE PERIOD BETWEEN ASSESSMENTS SHALL PAY THE 2,115
ACTUAL REASONABLE COSTS OF THE DIVISION'S EXAMINATIONS AND 2,116
VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION 2,118
SHALL BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR 2,119
PAYMENT OF THE ASSESSMENT OR FEE. 2,120
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE. 2,122
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES 2,124
CHARGED PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO 2,125
BE PAID TO THE SUPERINTENDENT INTO THE STATE TREASURY TO THE 2,126
CREDIT OF THE SAVINGS BANKS FUND. 2,127
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE 2,129
CREDIT OF THE SAVINGS BANKS FUND, BUT NOT EXPENDED OR ENCUMBERED 2,130
BY THE SUPERINTENDENT TO DEFRAY THE COSTS OF ADMINISTERING 2,131
CHAPTERS 1161. TO 1165. OF THE REVISED CODE, SHALL REMAIN IN THE 2,132
SAVINGS BANKS FUND FOR EXPENDITURES BY THE SUPERINTENDENT IN 2,133
SUBSEQUENT YEARS IN THE ADMINISTRATION OF CHAPTERS 1161. TO 1165. 2,134
OF THE REVISED CODE.
Sec. 1703.01. As used in sections 1703.01 to 1703.31, 2,143
inclusive, of the Revised Code: 2,145
48
(A) "Domestic corporation" means a corporation 2,147
incorporated under the laws of this state; OR A BANK, SAVINGS 2,149
BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF 2,150
THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN THIS 2,153
STATE.
(B) "Foreign corporation" means a corporation incorporated 2,155
under the laws of another state; OR A BANK, SAVINGS BANK, OR 2,157
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 2,159
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 2,161
STATE.
(C) "State" means the United States,; any state, 2,163
territory, insular possession, or other political subdivision of 2,165
the United States, including the District of Columbia; any 2,166
foreign country whose political sovereignty is recognized by the 2,167
United States; and any political subdivision of such foreign
country;. 2,168
(D) "Articles" means the articles, certificates, or 2,170
memorandum of incorporation or association, filed pursuant to the 2,171
laws of any state for the purpose and with the effect of creating 2,172
a corporation, and any amendments to such articles, certificates, 2,173
or memorandum of incorporation or association; and a INCLUDES ANY 2,174
special statute creating a corporation is "articles" within the 2,175
meaning of this definition;. 2,176
(E) "Process" means judicial process and all notices and 2,178
demands required or permitted by statute to be served upon a 2,179
corporation.
Sec. 1703.02. Sections 1703.01 to 1703.31 of the Revised 2,188
Code do not apply to corporations engaged in this state solely in 2,189
interstate commerce, including the installation, demonstration, 2,190
or repair of machinery or equipment sold by them in interstate 2,191
commerce, by engineers, or by employees especially experienced as 2,192
to such machinery or equipment, as part thereof; to banks, trust 2,193
companies, savings and loan associations, credit unions, title
guarantee and trust companies, bond investment companies, and 2,195
49
insurance companies; or to public utility companies engaged in 2,196
this state in interstate commerce.
Sec. 1703.031. (A) IF THE LAWS OF THE UNITED STATES 2,200
PROHIBIT, PREEMPT, OR OTHERWISE ELIMINATE THE LICENSING 2,201
REQUIREMENT OF SECTIONS 1703.01 TO 1703.31 OF THE REVISED CODE 2,204
WITH RESPECT TO A CORPORATION THAT IS A BANK, SAVINGS BANK, OR 2,205
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 2,207
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 2,209
STATE, THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION 2,210
SHALL NOTIFY THE SECRETARY OF STATE THAT IT IS TRANSACTING 2,211
BUSINESS IN THIS STATE BY SUBMITTING A NOTICE IN SUCH FORM AS THE 2,212
SECRETARY OF STATE PRESCRIBES. THE NOTICE SHALL BE VERIFIED BY 2,213
THE OATH OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY, OR 2,214
TREASURER OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,215
ASSOCIATION, AND SHALL SET FORTH ALL OF THE FOLLOWING: 2,216
(1) THE NAME OF THE CORPORATION AND ANY TRADE NAME UNDER 2,218
WHICH IT WILL DO BUSINESS IN THIS STATE; 2,219
(2) THE LOCATION AND COMPLETE ADDRESS OF ITS PRINCIPAL 2,221
OFFICE; 2,222
(3) THE NAME OF THE COUNTY AND THE MUNICIPAL CORPORATION 2,224
OR TOWNSHIP IN WHICH ITS PRINCIPAL OFFICE WITHIN THIS STATE, IF 2,225
ANY, IS OR WILL BE LOCATED; 2,226
(4) THE APPOINTMENT OF A DESIGNATED AGENT AND THE COMPLETE 2,229
ADDRESS OF SUCH AGENT;
(5) THE IRREVOCABLE CONSENT OF THE CORPORATION TO SERVICE 2,231
OF PROCESS ON SUCH AGENT SO LONG AS THE AUTHORITY OF THE AGENT 2,232
CONTINUES AND TO SERVICE OF PROCESS UPON THE SECRETARY OF STATE 2,233
IN THE EVENTS PROVIDED FOR IN SECTION 1703.19 OF THE REVISED 2,236
CODE;
(6) A BRIEF SUMMARY OF THE BUSINESS TO BE TRANSACTED 2,238
WITHIN THIS STATE. 2,239
(B) THE NOTICE REQUIRED BY THIS SECTION SHALL BE 2,242
ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING OR SUBSISTENCE, 2,243
DATED NOT EARLIER THAN SIXTY DAYS PRIOR TO THE SUBMISSION OF THE 2,244
50
NOTICE, UNDER THE SEAL OF THE PROPER OFFICIAL OF THE AGENCY OF 2,245
THE UNITED STATES THAT INCORPORATED THE BANK, SAVINGS BANK, OR 2,248
SAVINGS AND LOAN ASSOCIATION, SETTING FORTH THE EXACT CORPORATE 2,249
TITLE, THE DATE OF INCORPORATION, AND THE FACT THAT THE BANK, 2,250
SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS IN GOOD STANDING 2,251
OR IS A SUBSISTING BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,252
ASSOCIATION.
(C) UPON SUBMISSION OF THE NOTICE, A BANK, SAVINGS BANK, 2,255
OR SAVINGS AND LOAN ASSOCIATION SHALL PAY A FILING FEE OF ONE 2,256
HUNDRED DOLLARS TO THE SECRETARY OF STATE. 2,257
(D)(1) NO SUCH NOTICE SHALL BE ACCEPTED FOR FILING IF IT 2,260
APPEARS THAT THE NAME OF THE BANK, SAVINGS BANK, OR SAVINGS AND 2,261
LOAN ASSOCIATION IS ANY OF THE FOLLOWING:
(a) PROHIBITED BY LAW; 2,264
(b) NOT DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF 2,266
THE SECRETARY OF STATE FROM THE NAME OF ANY OTHER CORPORATION, 2,267
WHETHER NONPROFIT OR FOR PROFIT AND WHETHER THAT OF A DOMESTIC 2,268
CORPORATION OR OF A FOREIGN CORPORATION AUTHORIZED TO TRANSACT 2,269
BUSINESS IN THIS STATE; 2,270
(c) A TRADE NAME, THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,273
TIME IN QUESTION REGISTERED IN THE MANNER PROVIDED IN CHAPTER 2,274
1329. OF THE REVISED CODE, UNLESS THERE ALSO IS FILED WITH THE 2,277
SECRETARY OF STATE THE CONSENT OF THE OTHER CORPORATION OR PERSON 2,278
TO THE USE OF THE NAME, EVIDENCED IN A WRITING SIGNED BY ANY 2,279
AUTHORIZED OFFICER OF THE OTHER CORPORATION OR AUTHORIZED PARTY 2,280
OF THE OTHER PERSON OWNING THE EXCLUSIVE RIGHT TO THE REGISTERED 2,281
TRADE NAME.
(2) NOTWITHSTANDING DIVISION (D)(1)(b) OF THIS SECTION, IF 2,284
A NOTICE IS NOT ACCEPTABLE FOR FILING SOLELY BECAUSE THE NAME OF 2,286
THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS NOT 2,287
DISTINGUISHABLE FROM THE NAME OF ANOTHER CORPORATION OR 2,288
REGISTERED TRADE NAME, THE BANK, SAVINGS BANK, OR SAVINGS AND 2,289
LOAN ASSOCIATION MAY BE AUTHORIZED TO TRANSACT BUSINESS IN THIS 2,290
STATE BY FILING WITH THE SECRETARY OF STATE, IN ADDITION TO THOSE 2,291
51
ITEMS OTHERWISE PRESCRIBED BY THIS SECTION, A STATEMENT SIGNED BY 2,292
AN AUTHORIZED OFFICER DIRECTING THE BANK, SAVINGS BANK, OR 2,293
SAVINGS AND LOAN ASSOCIATION TO TRANSACT BUSINESS IN THIS STATE 2,294
UNDER AN ASSUMED BUSINESS NAME OR NAMES THAT COMPLY WITH THE 2,295
REQUIREMENTS OF DIVISION (D) OF THIS SECTION AND STATING THAT THE 2,297
BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION WILL TRANSACT 2,298
BUSINESS IN THIS STATE ONLY UNDER THE ASSUMED NAME OR NAMES. 2,299
(E) THE SECRETARY OF STATE SHALL PROVIDE A CERTIFICATE OF 2,302
RECEIPT OF NOTICE TO EACH BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,303
ASSOCIATION THAT SUBMITS A NOTICE REQUIRED BY THIS SECTION. 2,304
Sec. 1703.08. From the annual report and from such other 2,313
facts as the secretary of state ascertains from any further 2,314
investigation which he THAT THE SECRETARY OF STATE may make, he 2,316
THE SECRETARY OF STATE shall determine the number of issued 2,317
shares of the corporation represented by property owned or used 2,318
and business transacted in this state, at the beginning of its 2,319
current annual accounting period, which number shall be the total 2,320
number of its issued shares, disregarding any fraction of a
share, multiplied by a fraction of which the denominator is the 2,321
sum of divisions (A) and (B) of this section, and the numerator 2,322
is the sum of divisions (C) and (D) of this section, as follows: 2,323
(A) The value of the property owned and used by the 2,325
corporation, as shown on its books, both within and without the 2,326
state, exclusive of good will carried as an asset on the books of 2,327
the corporation;
(B) The total amount of business done by the corporation 2,329
during its preceding annual accounting period, both within and 2,330
without the state;
(C) The value of the property owned and used by the 2,332
corporation within this state; 2,333
(D) The amount of business done by the corporation within 2,335
this state during its preceding annual accounting period. 2,336
FOR PURPOSES OF THIS SECTION, "ISSUED SHARES" AND "TOTAL 2,339
NUMBER OF ITS ISSUED SHARES," WHEN APPLIED TO A FOREIGN
52
CORPORATION THAT DOES NOT HAVE PERMANENT NONWITHDRAWABLE CAPITAL 2,340
STOCK, MEAN SUCH NUMBER AS IS DETERMINED BY A FRACTION, THE 2,341
NUMERATOR OF WHICH IS THE NET CAPITAL OF THE CORPORATION AND THE 2,342
DENOMINATOR OF WHICH IS THE DOLLAR AMOUNT REQUIRED FOR VOTING ONE 2,344
VOTE AT AN ANNUAL OR SPECIAL MEETING OF THE CORPORATION, AS
ESTABLISHED BY THE ARTICLES OF INCORPORATION OR CHARTER OF THE 2,345
CORPORATION. 2,346
Section 2. That existing sections 1101.01, 1101.16, 2,348
1115.01, 1115.05, 1115.11, 1115.14, 1117.01, 1121.06, 1121.11, 2,350
1151.01, 1151.05, 1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 2,351
1161.79, 1703.01, 1703.02, and 1703.08 and sections 1151.052, 2,352
1155.13, 1161.07, and 1163.16 of the Revised Code are hereby 2,354
repealed.