Chapter 1113: BANKS - FORMATION

1113.01 Incorporating a bank.

(A) Five or more natural persons, at least one of whom is a resident of this state, may, with the approval of the superintendent of financial institutions, incorporate a bank.

(B) The persons proposing to incorporate a bank shall apply for approval of the proposed bank by submitting the application prescribed by the superintendent, which application shall include all of the following:

(1) The proposed articles of incorporation;

(2) An application for reservation of a name in accordance with section 1103.07 of the Revised Code, if reservation is desired by the incorporators and has not been previously filed;

(3) The location and a description of the proposed initial banking office;

(4) Information to demonstrate the proposed bank will satisfy the requirements of division (C) of section 1113.03 and any other provision of the Revised Code identified by the superintendent.

(C) Notwithstanding division (A) of this section, a corporation may act as the sole incorporator of a bank if either of the following applies:

(1) The corporation is registered with the board of governors of the federal reserve system as a bank holding company;

(2) The superintendent determines the corporation is intending to form either of the following:

(a) A bank that functions solely in a trust or fiduciary capacity and that meets all of the requirements set forth in section 2(c)(2)(D) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841(c)(2)(D) , as amended;

(b) A bank that engages only in credit card operations, does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others, does not accept any savings or time deposit of less than one hundred thousand dollars, maintains only one office that accepts deposits, and does not engage in the business of making commercial loans.

Cite as R.C. § 1113.01

Effective Date: 01-01-1997

1113.02 [Repealed].

Cite as R.C. § 1113.02

Effective Date: 01-01-1997

1113.03 Notice of the proposed incorporation.

(A) Within ten days after receipt from the superintendent of financial institutions of notice of acceptance of an application for approval to incorporate a bank, the incorporators shall publish notice of the proposed incorporation in a newspaper of general circulation in the county where the bank's initial banking office is to be located. The incorporators shall publish the notice once a week for two weeks and furnish a certified copy of it to the superintendent. The notice shall specify the name of the proposed bank, its location, the amount of the proposed capital, the names of the incorporators, the address of the superintendent, and the date by which comments on the application must be filed with the superintendent, which date shall be thirty days after the date of the first publication of the notice.

(B) If any comments on the application are filed with the superintendent within the thirty-day period prescribed in division (A) of this section, the superintendent shall determine whether the comments are relevant to the requirements for incorporation of a bank and, if so, investigate the comments in the manner the superintendent considers appropriate.

(C) The superintendent shall examine all of the facts connected with the application to determine if all of the following requirements are met:

(1) The articles of incorporation, application for reservation of name, applicable fees, and other items required meet the requirements of the Revised Code.

(2) The convenience and needs of the public will be served by the proposed bank.

(3) The population and economic characteristics of the area primarily to be served afford reasonable promise of adequate support for the proposed bank.

(4) The competence, experience, and integrity of the proposed directors and officers are such as to command the confidence of the community and warrant the belief that the business of the proposed bank will be honestly and efficiently conducted.

(5) The capital of the proposed bank is adequate in relation to the amount and character of the anticipated business of the bank and the safety of prospective depositors.

(D) Within one hundred eighty days following the date of acceptance of the application, the superintendent shall approve or disapprove the incorporation of the proposed bank upon the basis of the examination. In giving approval, the superintendent may impose conditions to be met prior to the issuance of a certificate of authority to commence business under section 1113.09 of the Revised Code.

(E) If the superintendent approves the application, the superintendent shall make a certificate to that effect and forward the certificate and the articles of incorporation of the proposed bank to the secretary of state for filing.

Cite as R.C. § 1113.03

Effective Date: 01-01-1997

1113.04 [Repealed].

Cite as R.C. § 1113.04

Effective Date: 01-01-1997

1113.05 Amendments to articles of incorporation.

(A) Before any subscription to shares has been received, the incorporators may, by unanimous written action and subject to division (E) of this section, adopt amendments to the bank's articles of incorporation or amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation.

(B) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(C)

(1) Upon their adoption of any amendment to a bank's articles of incorporation, the incorporators shall send to the superintendent of financial institutions a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amendment and a statement of the manner of and basis for its adoption.

(2) Upon their adoption of amended articles of incorporation, the incorporators shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amended articles of incorporation and a statement of the manner of and basis for its adoption.

(D) Upon receiving a certificate required by division (C) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(1) The amendment or amended articles of incorporation and the manner of and basis for adoption comply with the requirements of the Revised Code;

(2) The amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors and the convenience and needs of the public.

(E)

(1) Within sixty days after receiving a certificate required by division (C) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (C) of this section, and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within sixty days after receiving a certificate required by division (C) of this section, the bank shall forward a copy of the certificate and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Cite as R.C. § 1113.05

Effective Date: 01-01-1997

1113.06 Share subscriptions - election of directors.

(A) After the secretary of state has filed the articles of incorporation and certificate of approval of the superintendent of financial institutions, the incorporators, or a majority of them, shall order books to be opened for subscription to the bank's shares. An installment of not less than ten per cent of the subscription price of each share shall be payable at the time of making the subscription, and the balance shall be payable as soon thereafter as the board of directors requires.

(B) When the bank's shares have been fully subscribed, the incorporators, or a majority of them, shall certify this fact in writing to the superintendent. The superintendent shall file the certification with the secretary of state.

(C) Upon their compliance with division (B) of this section, at least a majority of the incorporators shall give not less than ten days' notice in writing by mail to the shareholders who have not waived the notice to meet at a specified time and place for the purpose of adopting a code of regulations, electing directors, and transacting any other business authorized by section 1113.08 of the Revised Code. The shareholders shall meet for those purposes at the time and place specified.

(D) The incorporators shall not receive any subscriptions for shares after the election of directors.

Cite as R.C. § 1113.06

Effective Date: 01-01-1997

1113.07 [Repealed].

Cite as R.C. § 1113.07

Effective Date: 01-01-1997

1113.08 Certificate of authority to commence business.

(A) A bank organized under Chapter 1113. of the Revised Code shall not accept deposits, incur indebtedness, or transact any business except business that is incidental to its organization or to the obtaining of subscriptions to or payment for its shares until the bank receives a certificate of authority to commence business issued by the superintendent of financial institutions.

(B) The bank shall file a report with the superintendent when it has done everything required before it can be authorized to commence business and when the subscriptions for the bank's shares have been fully paid in, in the amounts fixed by the superintendent.

(C) Upon receipt of the report referred to in division (B) of this section, the superintendent shall examine the affairs of the bank and determine whether the bank has complied with all requirements necessary to entitle it to engage in business.

Cite as R.C. § 1113.08

Effective Date: 01-01-1997

1113.09 Superintendent of financial institutions to issue certificate of authority to commence business.

(A) The superintendent of financial institutions shall issue a certificate of authority to commence business if:

(1) The superintendent is satisfied, based upon the examination conducted pursuant to section 1113.08 of the Revised Code and any other facts within the knowledge of the superintendent, that the bank is otherwise entitled to commence business;

(2) With respect to a bank that, upon commencing business, would be authorized to accept deposits other than trust funds, the superintendent has received from the federal deposit insurance corporation (FDIC) confirmation that the FDIC has approved the bank's application to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act," 92 Stat. 614 (1978), 12 U.S.C.A. 1813(h) . A bank is not required to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act" if, by the terms of its articles of incorporation, it is not permitted to solicit or accept deposits other than trust funds.

(B) The bank shall cause the certificate of authority to commence business to be published once a week for two successive weeks in a newspaper of general circulation in the county where the bank's initial banking office is located.

(C) For purposes of this section, "trust funds" means funds held in a fiduciary capacity and includes, but is not limited to, funds held as trustee, executor, administrator, guardian, or agent.

Cite as R.C. § 1113.09

Effective Date: 01-01-1997

1113.10 to 1113.20 [Repealed].

Cite as R.C. § 1113.10 to 1113.20

Effective Date: 01-01-1997

1113.21 to 1113.29 [Repealed].

Cite as R.C. § 1113.21 to 1113.29

Effective Date: 01-01-1968