Chapter 1115 | Banks - Acquisitions And Reorganizations

Section 1115.01 | Converting state stock bank into national.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A)(1) A stock state bank may do any of the following:

(a) Convert into a national bank or a federal savings association if the conversion is approved by both the office of the comptroller of the currency and the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the stock state bank's articles of incorporation require, of the outstanding shares of each class of the bank's stock;

(b) Convert into a bank, savings bank, or savings association pursuant to the laws of another state if the conversion is approved by both the regulatory authority of the other state and the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the stock state bank's articles of incorporation require, of the outstanding shares of each class of the bank's stock.

(2) A mutual state bank may do any of the following:

(a) Convert into a national bank or a federal savings association if the conversion is approved by the office of the comptroller of the currency, the affirmative vote of two-thirds of the mutual state bank's board of directors, and the affirmative vote of two-thirds of the total outstanding votes eligible to be cast at the meeting at which the plan of conversion is presented to the members for adoption;

(b) Convert into a bank, savings bank, or savings association pursuant to the laws of another state if the conversion is approved by the regulatory authority of the other state, the affirmative vote of two-thirds of the mutual state bank's board of directors, and the affirmative vote of two-thirds of the total outstanding votes eligible to be cast at the meeting at which the plan of conversion is presented to the members for adoption.

(B) A state bank that converts into a national bank, a federal savings association, or a bank, savings bank, or savings association doing business under authority granted by the bank regulatory authority of another state shall, immediately upon the conversion being effective, file with the superintendent of financial institutions all information the superintendent determines is necessary to reflect in the state's records that the bank is no longer a corporation organized and doing business under the laws of this state.

Section 1115.02 | Conversion of national or other institution into state stock bank.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

A national bank, a bank doing business under authority granted by the bank regulatory authority of another state, a savings association, a savings bank, or a state or federally chartered credit union may, with the approval of the superintendent of financial institutions, convert into a stock state bank or mutual state bank by submitting an application in accordance with rules adopted by the superintendent for this purpose.

Section 1115.03 | Conversion of mutual state banks and stock state banks.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A)(1) A mutual state bank may convert into a stock state bank if the conversion is approved by the superintendent of financial institutions, the affirmative vote of two-thirds of the mutual state bank's board of directors, and the affirmative vote of two-thirds of the total outstanding votes eligible to be cast at the meeting at which the plan of conversion is presented to the members for adoption.

(2) A stock state bank may convert into a mutual state bank if the conversion is approved by both the superintendent and the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the stock state bank's article of incorporation require, of the outstanding shares of each class of the bank's stock.

(B) A conversion under this section shall be effective on the date indicated in the materials filed with the secretary of state by the converting bank. Without further act or deed, the bank resulting from the conversion shall have all the property, rights, interests, and powers of its predecessor bank within the limits of the charter of the resulting bank, and all duties, trusts, obligations, and liabilities of the predecessor bank shall continue in the bank resulting from the conversion.

Section 1115.05 | Acquisitions.

• Effective: September 1, 2021
• Latest Legislation: House Bill 133 - 134th General Assembly

(A) As used in this section:

(1) "Acquire" or "acquisition" means any of the following transactions or actions:

(a) A merger or consolidation with, or purchase of assets from, a bank holding company that has acquired an Ohio bank;

(b) The acquisition of the direct or indirect ownership or control of voting shares of an Ohio bank if, after the acquisition, the acquiring bank holding company will directly or indirectly own or control the Ohio bank, unless the superintendent of financial institutions determines, in the superintendent's discretion, due to the nature of the acquisition, it should not be subject to the limitations of this section;

(c) The merger or consolidation of an Ohio bank with, or the transfer of assets from an Ohio bank to, another bank, whether previously existing or chartered for the purpose of the transaction;

(d) Any other action that results in the direct or indirect control of an Ohio bank.

(2) "Ohio bank" means a state bank or a national bank whose principal place of business is in this state.

(B) Subject to division (C) of this section, a bank, bank holding company, federal savings association, or savings and loan holding company whose principal place of business is in this state or any other state may charter or otherwise acquire an Ohio bank, and a bank may acquire banking offices in this state by merger or consolidation with or transfer of assets and liabilities from a bank, savings bank, or savings association that has offices in this state, if, upon consummation of the acquisition, both of the following will apply:

(1) The acquiring bank, bank holding company, federal savings association, or savings and loan holding company, with or through its affiliate banks, savings banks, and savings associations, does not control more than ten per cent of the total deposits of banks, savings banks, and savings associations in the United States, and either of the following applies:

(a) The acquiring bank, acquiring bank holding company, federal savings association, or savings and loan holding company, with or through its affiliate banks, savings banks, and savings associations, does not control more than thirty per cent of the total deposits of banks, savings banks, and savings associations in this state.

(b) The acquiring bank, acquiring bank holding company, federal savings association, or savings and loan holding company, with or through its affiliate banks, savings banks, and savings associations, controls more than thirty per cent of the total deposits of banks, savings banks, and savings associations in this state, and the superintendent approved the acquisition after determining the anticompetitive effects of the acquisition were clearly outweighed in the public interest by the probable effect of the transaction.

(2) Except in the case of a foreign bank subject to Chapter 1119. of the Revised Code or a bank that by the terms of its articles of incorporation or association is not permitted to solicit or accept deposits other than trust funds, the Ohio bank or any bank that has banking offices in this state will be 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).

(C)(1) Any bank holding company proposing to charter a state bank under this section shall comply with Chapter 1113. or 1114. of the Revised Code and any rules adopted to implement that chapter.

(2) If, after the proposed acquisition, the acquiring bank or bank holding company will control an existing state bank the acquiring bank or bank holding company did not control before the acquisition, and the acquisition does not include the merger or consolidation of the existing state bank with another bank, the acquiring bank or bank holding company shall comply with section 1115.06 of the Revised Code and any rules adopted to implement that section.

(3) If the proposed acquisition will be accomplished by means of a merger or consolidation with a state bank and the resulting bank of the merger or consolidation will be a state bank, the state bank shall comply with section 1115.11 of the Revised Code and any rules adopted to implement that section.

(4) If the proposed acquisition will be accomplished by means of a transfer of assets and liabilities to a state bank, the state bank shall comply with section 1115.14 of the Revised Code and any rules adopted to implement that section.

(5) If the proposed acquisition will be accomplished by forming a bank to which the bank to be acquired will transfer assets and liabilities, or with which the bank to be acquired will be merged or consolidated and the resulting bank will be a state bank, the acquiring bank holding company shall comply with section 1115.23 of the Revised Code and any rules adopted to implement that section.

Last updated June 15, 2021 at 5:18 PM

Section 1115.06 | Notifying superintendent of proposed acquisition.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) As used in this section:

(1) "Control" of a state bank means either of the following:

(a) Power, directly or indirectly, to direct the management or policies of a state bank;

(b) Ownership or control of or power to vote twenty-five per cent or more of any class of voting securities of a state bank.

(2) "State bank" includes any bank holding company that controls a state bank, and any other company that controls a state bank and is not a bank holding company.

(B)(1) No person, acting directly or indirectly or through or in concert with one or more other persons, shall acquire control of a state bank through a purchase, assignment, transfer, pledge, or other disposition of voting securities of a state bank unless the superintendent of financial institutions has been given sixty days' prior written notice of the proposed acquisition and within that sixty days the superintendent has not done either of the following:

(a) Disapproved the acquisition;

(b) Extended the time during which the superintendent may disapprove the acquisition, as provided in division (B)(2) of this section.

(2) The superintendent may extend the time during which the superintendent may disapprove a proposed acquisition of control, as follows:

(a) For an additional thirty days in the discretion of the superintendent;

(b) For two additional extensions of not more than forty-five days each, if any of the following applies:

(i) The superintendent determines any acquiring party has not furnished all of the information required under division (C) of this section.

(ii) In the superintendent's judgment, any material information submitted is substantially inaccurate.

(iii) The superintendent has been unable to complete the investigation of an acquiring person under division (E)(1) of this section because of any delay caused by, or the inadequate cooperation of, that acquiring person.

(iv) The superintendent determines additional time is needed to investigate and determine whether any acquiring person has a record of failing to comply with the requirements of subchapter II of chapter 53 of subtitle IV of Title 31 of the United States Code.

(3) An acquisition may be made prior to the expiration of the disapproval period if the superintendent issues written notice of the superintendent's intent not to disapprove the acquisition of control.

(C) A notice required under division (B) of this section shall contain such information as the superintendent may require by rule.

(D) Unless the superintendent determines an emergency exists or disclosure of a proposed acquisition of control would seriously threaten the safety or soundness of the state bank, each person who gives a notice required under division (B) of this section shall, within a reasonable time after receiving the superintendent's acceptance of the notice, do both of the following:

(1) Publish the name of the state bank proposed to be acquired and the name of each person identified in the notice as a person by whom or for whom the acquisition is to be made;

(2) Solicit public comment on the proposed acquisition, particularly from persons in the geographic area where the state bank proposed to be acquired is located, before final consideration of the notice by the superintendent.

(E) Upon accepting a notice required under division (B) of this section, the superintendent shall do both of the following:

(1) Conduct an investigation of the competence, experience, integrity, and financial ability of each person named in the notice as a person by whom or for whom the acquisition is to be made;

(2) Make an independent determination of the accuracy and completeness of all information required to be in the notice.

(F) The superintendent may disapprove any proposed acquisition of control if the superintendent finds any of the following:

(1) The proposed acquisition of control would result in a monopoly or further any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of this state or any markets served by the state bank.

(2) The effect of the proposed acquisition of control in any part of this state and any markets served by the state bank may be to substantially lessen competition, tend to create a monopoly, or in any other manner restrain trade, and the anticompetitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the acquisition in meeting the convenience and needs of the community to be served.

(3) The financial condition of any acquiring person might jeopardize the financial stability of the state bank or prejudice the interests of the depositors of the state bank.

(4) The competence, experience, or integrity of any acquiring person or of any of the proposed management personnel indicates that it would not be in the interest of the depositors of the state bank, or in the interest of the public, to permit the acquiring person to control the state bank.

(5) The acquiring person neglects, fails, or refuses to furnish to the superintendent all of the information required by the superintendent.

(6) The superintendent determines the proposed transaction would have an adverse effect on the deposit insurance fund administered by the federal deposit insurance corporation.

(G) Within three days after deciding to disapprove any proposed acquisition of control of a state bank, the superintendent shall notify the acquiring person in writing of the disapproval. The notice of disapproval shall provide a statement of the basis for the disapproval.

(H) Within ten days after receipt of a notice of the disapproval, the acquiring person may, in accordance with Chapter 119. of the Revised Code, request a hearing conducted in accordance with that chapter on the proposed acquisition.

(I) Whenever a change in control of a state bank occurs, the state bank shall promptly report to the superintendent any changes in or replacement of its chief executive officer or of any director that occurs in the next twelve-month period, and include in the report a statement of the past and current business and professional affiliations of the new chief executive officer or director.

(J)(1) The superintendent may exercise any authority vested in the superintendent under Chapter 1121. of the Revised Code in the course of conducting any investigation under division (E) of this section or any other investigation the superintendent, in the superintendent's discretion, considers necessary to determine whether any person has filed inaccurate, incomplete, or misleading information under this section or otherwise is violating, has violated, or is about to violate any provision of this section or any rule implementing this section.

(2) Whenever it appears to the superintendent any person is violating, has violated, or is about to violate any provision of this section or any rule implementing this section, the superintendent may, in the superintendent's discretion, apply to the court of common pleas of any county in which the state bank is doing business for either of the following:

(a) A temporary or permanent injunction or restraining order enjoining the person from violating this section or any rule implementing this section;

(b) Other equitable relief, including divestiture, that may be necessary to prevent violation of this section or of any rule implementing this section.

(3)(a) The courts of this state have the same jurisdiction and power in connection with the exercise of any authority by the superintendent under this section as they have under Chapter 1121. of the Revised Code.

(b) The courts of this state have jurisdiction and power to issue any injunction or restraining order or grant any equitable relief described in division (J)(2) of this section. When a court finds it appropriate, the court may grant the injunction, order, or other equitable relief without requiring the posting of any bond.

(K) The resignation, termination of employment or participation, divestiture of control, or separation of or by a regulated person, including a separation caused by the closing of a state bank, shall not affect the jurisdiction and authority of the superintendent to issue any notice and otherwise proceed under this section against the regulated person, if the notice is issued no later than six years after the date of the regulated person's resignation, termination of employment or participation, or separation from or divestiture of control of a state bank.

For purposes of this division, "regulated person" has the same meaning as in section 1121.01 of the Revised Code.

Section 1115.07 | Report of outstanding credit.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) As used in this section:

(1) "Credit outstanding" means any loan, extension of credit, issuance of a guarantee, acceptance, or letter of credit, including an endorsement or standby letter of credit, or other transaction that extends financing to a person or group of persons.

(2) "Financial institution" means a state bank, national bank, savings bank, savings association, or a bank doing business under authority granted by the bank regulatory authority of another state of the United States or another country.

(3) "Group of persons" includes any number of persons the financial institution reasonably believes are either of the following:

(a) Persons who are acting together, in concert, or with one another to acquire or control shares of the same stock state bank, including an acquisition of shares of the same stock state bank at approximately the same time under substantially the same terms.

(b) Persons who have made, or have proposed to make, a joint filing under section 13 of Title I of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78m, as amended, regarding ownership of the shares of the same stock state bank.

(B)(1) Except as provided in division (D) of this section, any financial institution or any affiliate of a financial institution that has credit outstanding to any person or group of persons that is secured, directly or indirectly, by shares of a stock state bank shall file a consolidated report with the superintendent of financial institutions if the credits outstanding are, in the aggregate, secured, directly or indirectly, by twenty-five per cent or more of the outstanding shares of any class of the same stock state bank.

(2) For purposes of division (B)(1) of this section, any shares of the stock state bank held by the financial institution or any of its affiliates as principal shall be included in the calculation of the number of shares in which the financial institution or its affiliates has a security interest.

(C) The report required under division (B)(1) of this section shall be a consolidated report on behalf of the financial institution and all its affiliates, and shall be filed in writing within thirty days after the date on which the financial institution or any of its affiliates first believes the security for any outstanding credit consists of twenty-five per cent or more of the outstanding shares of any class of a stock state bank.

The report shall indicate the number and percentage of shares securing each credit outstanding, the identity of the borrower, and the number of shares held as principal by the financial institution or any of its affiliates. It also shall contain all of the information required in a notice under section 1115.06 of the Revised Code, and any other relevant information the superintendent may require by rule or by specific request in connection with a particular report.

(D) A financial institution and its affiliates shall not be required to report a transaction under this section if either of the following applies:

(1) The person or group of persons to whom the credit is outstanding has disclosed to the superintendent the amount borrowed from the financial institution or its affiliate and the security interest of the financial institution or its affiliate in connection with a notice given under section 1115.06 of the Revised Code or with any other application filed with the superintendent, such as an application for an interim bank charter.

(2) The transaction involves either of the following:

(a) A person or group of persons that has been the owner of record of the shares for at least one year;

(b) Shares issued by a newly chartered stock state bank before the bank's opening.

Section 1115.11 | State bank consolidations or mergers.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) A state bank may consolidate or merge with another state bank, a bank, savings bank, or savings association doing business under authority granted by the bank regulatory authority of another state, a national bank, or a federal savings association, regardless of where it maintains its principal place of business, with the approval of all of the following:

(1) The directors of both constituent corporations;

(2)(a) The shareholders of each constituent state bank that is a stock state bank, by the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, of the outstanding shares of each class of the bank's stock;

(b) The members of each constituent state bank that is a mutual state bank, by the affirmative vote of two-thirds, or such other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, of the voting members.

(3) The shareholders or members of the other constituent bank, savings bank, or savings association as required by the applicable state or federal law, articles of incorporation, or code of regulations;

(4) One of the following, as applicable:

(a) If the resulting corporation will be a state bank, the superintendent of financial institutions;

(b) If the resulting corporation will be a national bank or federal savings association, the office of the comptroller of the currency;

(c) If the resulting corporation will be a bank, savings bank, or savings association doing business under authority granted by the regulatory authority of another state, the state regulatory authority under which the bank, savings bank, or savings association is doing business.

(B) For a merger or consolidation in which the resulting or surviving corporation will be a state bank, the constituent corporations, in the case of a consolidation, and the constituent corporation that will be the surviving corporation, in the case of a merger, shall file with the superintendent an application for the superintendent's approval that includes a copy of the consolidation or merger agreement and any other information the superintendent requires.

(C) The consolidation or merger agreement required under division (B) of this section shall include all of the following:

(1) The names of the constituent corporations;

(2) The agreement that the named constituent corporations will consolidate into a new state bank or the other named constituent corporations will merge with or into one specified constituent corporation;

(3) Subject to the limitations set forth in section 1103.07 of the Revised Code, the name of the state bank resulting from the consolidation or surviving the merger;

(4) The place in this state where the resulting or surviving bank's principal place of business is to be located;

(5) In the case of a consolidation, the contents of the resulting bank's articles of incorporation, consistent with section 1113.04 of the Revised Code;

(6) In the case of a merger, any amendment to the surviving bank's articles of incorporation;

(7) The names and addresses of the directors of the resulting or surviving bank;

(8) The terms of the consolidation or merger, how the consolidation or merger will be effected, and how consideration provided for, if any, will be distributed to the shareholders or members of the constituent corporations.

(D) Within ten business days after receiving an application required under division (B) of this section, the superintendent shall determine whether to accept the application. If the transaction is with a bank, savings bank, or savings association doing business under authority granted by a regulatory authority other than the superintendent, the superintendent shall notify the regulatory authority under which the bank, savings bank, or savings association is doing business of the application and solicit that regulatory authority's comments. Within ninety days after accepting an application required under division (B) of this section, the superintendent shall approve or disapprove the application. In making that determination, the superintendent shall consider all of the following:

(1) Whether the transaction would result in a monopoly or would further any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of this state and any markets served by the resulting or surviving bank;

(2) Whether the effect of the proposed transaction in any part of this state and any markets served by the resulting or surviving bank may be to substantially lessen competition, tend to create a monopoly, or in any other manner restrain trade, unless the superintendent finds the anticompetitive effects of the transaction would clearly be outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served;

(3) The financial and managerial resources and future prospects of the banks involved;

(4) The convenience and needs of the communities to be served;

(5) Whether, upon completion of the transaction, the resulting or surviving state bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code;

(6) The comments of any regulatory authority notified in accordance with division (D) of this section.

(E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate.

(F) Before consummating a consolidation or merger authorized under division (A) of this section, a state bank shall deliver to the superintendent a certificate of consolidation or merger that satisfies the requirements of section 1701.81 of the Revised Code. The superintendent shall file the certificate of consolidation or merger with the secretary of state and, if the resulting or surviving bank of the consolidation or merger is a state bank, shall file a certified copy of the superintendent's approval of the consolidation or merger with the certificate.

(G) In the case of a consolidation or merger in which the resulting or surviving corporation is a state bank, the directors and other officers named in the agreement of consolidation or merger shall serve until the date fixed in the agreement or provided in the resulting or surviving bank's code of regulations or by statute for the next annual meeting.

(H)(1) When a consolidation or merger becomes effective, both of the following apply:

(1) The existence of each of the constituent corporations ceases as a separate entity, but continues in the resulting or surviving corporation, within the limits of the charter of the resulting or surviving corporation and subject to section 1115.20 of the Revised Code, without further act or deed.

(b) Within the limits of the charter of the resulting or surviving corporation, the resulting or surviving corporation has all assets and property, the rights, privileges, immunities, powers, franchises, and authority, and all obligations and fiduciary relationships of each party to the merger or consolidation and the duties and liabilities connected with them.

(2) The resulting or surviving corporation shall perform every fiduciary relationship it has in the same manner as if it had itself originally assumed the fiduciary relationship and the obligations and liabilities connected with it.

(I) Shareholders of the nonsurviving stock state bank shall have a right to dissent and shall be entitled to relief as dissenting shareholders under section 1701.85 of the Revised Code for those transactions requiring prior shareholder approval under division (A)(2) of this section.

Section 1115.111 | Management or consulting fees.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) Except as provided in division (C) of this section, no bank shall pay to any person, other than reasonable compensation for services provided in the person's capacity as an employee, any management or consulting fee, including fees for legal, accounting, brokerage, or other similar professional services, not having a direct relationship to the value of actual services rendered, based on reasonable costs consistent with current market values for such services.

(B) The records of the bank shall contain adequate information to permit a determination as to what services are being provided and on what basis they are being priced. At a minimum the records shall disclose a thorough review by the board of directors demonstrating all of the following:

(1) That such fees are paid for specific services provided, as detailed in a fee analysis presented to the board;

(2) The basis for the cost for each function or service;

(3) A conclusion by the board of directors that the fees are reasonable.

(C) This section does not prevent a bank from paying any of the following:

(1) Dividends to shareholders that have been properly declared by the bank;

(2) Reasonable compensation to officers and employees of the bank for services rendered to the bank in their capacities as officers or employees of the bank;

(3) Fees to directors for their attendance at meetings of the board of directors, the executive committee, or other committees established by the board.

Section 1115.14 | Transferring assets and liabilities.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) A state bank may transfer assets and liabilities to, and acquire assets and liabilities from, another state bank, a bank doing business under authority granted by the bank regulatory authority of another state, or a national bank, savings bank, or savings association, regardless of where it maintains its principal place of business, with the approval of all of the following:

(1) The directors of both constituent corporations;

(2)(a) If the assets to be transferred equal more than fifty per cent of the assets of a transferring or acquiring state bank at the time of the transfer and the institution is a stock state bank, the shareholders of the state bank by the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the state bank's articles of incorporation or code of regulations provide, of the outstanding shares of each class of the state bank's stock;

(b) If the assets to be transferred equal more than fifty per cent of the assets of a transferring or acquiring state bank at the time of the transfer and the institution is a mutual state bank, the members of the state bank by the affirmative vote of two-thirds, or such other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, of the voting members.

(3) The shareholders or members of the other constituent bank, savings bank, or savings association as required by the applicable state or federal law, the articles of incorporation, or the code of regulations;

(4) If the assets to be transferred equal more than fifty per cent of the assets of the acquiring state bank, the superintendent of financial institutions.

(B) In the case of a transfer of assets and liabilities for which the superintendent's approval is required under division (A)(4) of this section, the acquiring state bank shall file with the superintendent an application that includes all of the following:

(1) An officers' certification that the transaction has been approved by the directors and shareholders or members of each constituent corporation in accordance with the applicable state or federal law, articles of incorporation or association, code of regulations, or bylaws;

(2) A copy of the transfer agreement;

(3) Any other information the superintendent requires.

(C) The transfer agreement required under division (B)(2) of this section shall include all of the following:

(1) The names of the constituent corporations;

(2) The agreement of the named constituent corporations that specified assets and liabilities of one will be transferred to the other in exchange for specified consideration;

(3) Any changes to be made in the directors or officers of the acquiring state bank;

(4) Any amendments to the acquiring state bank's articles of incorporation;

(5) The terms of the transfer, how the transfer will be effected, and how any consideration provided for will be distributed to the transferring corporation or its shareholders or members.

(D) Within ten business days after receiving an application required under division (B) of this section, the superintendent shall determine whether to accept the application. If the transaction is with a bank, savings bank, or savings association doing business under authority granted by a regulatory authority other than the superintendent, the superintendent shall notify the regulatory authority that granted the authority under which the bank, savings bank, or savings association is doing business of the application and solicit that regulatory authority's comments. Within ninety days after accepting an application required under division (B) of this section, the superintendent shall approve or disapprove the application. In making that determination, the superintendent shall consider all of the following:

(1) Whether the transaction would result in a monopoly or would further any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of this state and any markets served by the acquiring bank;

(2) Whether the effect of the proposed transaction in any part of this state and any markets served by the acquiring bank may be to substantially lessen competition, tend to create a monopoly, or in any other manner restrain trade, unless the superintendent finds that the anticompetitive effects of the transaction would clearly be outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served;

(3) The financial and managerial resources and future prospects of the banks involved;

(4) The convenience and needs of the communities to be served;

(5) Whether, upon completion of the transaction, the acquiring state bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code;

(6) The comments of any regulatory authority notified in accordance with division (D) of this section.

(E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate.

(F) In the case of a transfer of assets and liabilities involving a state bank that is not the acquiring corporation and that will not continue operations after the transaction, the state bank shall, immediately upon the transfer of assets and liabilities being effective, provide the superintendent with the necessary dissolution certificates and affidavits for the superintendent to file the dissolution with the secretary of state.

(G) When a bank, savings bank, or savings association transfers its assets and liabilities to a state bank, the acquiring state bank shall be possessed of the rights, privileges, and powers of the transferor with respect to the transferred assets within the limits of the charter of the acquiring state bank.

(H) Shareholders of a stock state bank whose assets have been transferred shall have a right to dissent and shall be entitled to relief as dissenting shareholders under section 1701.85 of the Revised Code for those transactions requiring prior shareholder approval under division (A)(2) of this section.

Section 1115.15 | Transferring assets and liabilities in an emergency.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

Whenever an emergency, as defined by the superintendent of financial institutions, exists with regard to a state bank, national bank, savings bank, or savings association that warrants, in the opinion of the superintendent and of a majority of the members of the respective boards of directors of the constituent corporations concerned, an immediate transfer of assets and liabilities, the board of directors of a state bank may, by majority vote, transfer the assets and liabilities of the state bank or acquire the assets and liabilities of another state bank or a national bank, savings bank, or savings association without the vote or approval of the shareholders of each constituent corporation involved in the proposed transfer. No transfer pursuant to this section involving a state bank shall be made without the written consent of the superintendent. Certified copies of all proceedings of its board of directors shall be filed with the superintendent by each constituent corporation involved in the transfer. A copy of the agreement between the constituent corporations shall accompany the copies of the proceedings of the boards of directors.

Section 1115.20 | Protecting rights of creditors.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) In any transfer under this chapter, the rights of creditors shall be preserved unimpaired and, unless otherwise provided, the constituent corporations shall be deemed to continue their separate existence if the continuation is necessary to preserve any creditor's rights.

(B) In any consolidation or merger under section 1115.11 of the Revised Code, the rights and obligations of the surviving or new bank shall be governed by section 1701.82 of the Revised Code.

Section 1115.23 | Interim banks.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) Any person, singly or jointly with others, may, with the approval of the superintendent of financial institutions, incorporate an interim bank for the purpose of facilitating the creation of a bank holding company, the acquisition of or transaction with an existing bank, savings association, or savings bank, or any other transaction the superintendent may approve. Prior to commencing business, an interim bank shall be a party to a reorganization with an existing bank, savings association, or savings bank pursuant to this chapter.

(B) The person or persons proposing to incorporate an interim bank under this section shall make application for approval of the proposed interim bank in the manner and form prescribed by the superintendent, which shall include delivering to the division of financial institutions the items required in divisions (B)(1) and (2) of section 1113.02 of the Revised Code.

(C) Approval of the interim bank pursuant to this section does not authorize the interim bank to commence business. Approval of the interim bank shall be specifically conditioned on approval of the subsequent reorganization. The approval of the interim bank becomes void, and the interim bank shall be dissolved, if the reorganization is not approved and consummated within one year after the approval of the interim bank, unless the superintendent grants one or more extensions in writing. If no extension is granted or upon the expiration of the last extension granted, the interim bank shall provide the superintendent with the necessary dissolution certificates and affidavits for the superintendent to file the dissolution with the secretary of state.

(D) The superintendent shall not disapprove an interim bank charter solely because the interim bank's paid-in capital and surplus do not aggregate more than five hundred dollars.

Section 1115.24 | Shelf charter.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) As used in this section:

(1) "Applicant" means the person or persons seeking a shelf charter under this section.

(2) "Control" has the same meaning as in section 1115.06 of the Revised Code and any rules adopted under that section.

(3) "Shelf charter" means the preliminary conditional approval of a charter.

(B) The superintendent of financial institutions may, at the superintendent's sole discretion, grant a shelf charter to an applicant intending or desiring to enter into a transaction resulting in any of the following:

(1) Formation of an interim bank under this chapter to be used for the transactions contemplated by this section;

(2) Acquisition of control of a designated or undesignated state bank;

(3) Acquisition of control of a designated or undesignated bank chartered by the banking authority of any other state or the United States that the person or persons intend to convert to a state bank;

(4) Acquisition of assets from and assumption of liabilities, pursuant to this chapter, of a bank or from the federal deposit insurance corporation as receiver of a designated or undesignated bank headquartered in this state or any other state that the person or persons intend to convert to a state bank;

(5) Formation of a de novo bank pursuant to Title XI of the Revised Code.

(C) The superintendent shall prescribe the form for an application for a shelf charter. After reviewing an application, the superintendent may require the applicant to submit any additional information or documentation the superintendent considers necessary and appropriate. Factors to be considered by the superintendent shall include all of the following:

(1) The availability of adequate capital for the transaction;

(2) The existence of acceptable business plans;

(3) Whether acceptable management, directors, and control persons are identified;

(4) Whether all necessary approvals from state and federal agencies have been secured.

(D)(1) A shelf charter granted under this section, and any final approval for a transaction described in division (B) of this section, shall be subject to such conditions and ongoing requirements as the superintendent considers appropriate.

(2) An applicant granted a shelf charter under this section shall not exercise control over the bank or consummate the transaction authorized by the charter until the superintendent gives final approval of the transaction.

(E) A shelf charter shall expire twenty-four months after the date it is granted, subject to the following:

(1) The superintendent may extend the expiration date at any time sua sponte or upon approval by the superintendent of a written request for an extension submitted by the person or persons to whom the shelf charter was granted.

(2) The person or persons to whom the shelf charter was granted may withdraw it at any time.

(3) The superintendent may modify, suspend, or revoke any shelf charter granted under this section.

(F) Pursuant to the authority granted under section 1121.03 of the Revised Code, the superintendent may adopt rules and issue interpretive guidelines the superintendent considers necessary and appropriate for the implementation of this section.

Section 1115.27 | Merging with affiliate.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) A state bank may merge with any of its affiliates with the approval of all of the following:

(1) The directors of all constituent corporations to the merger;

(2)(a) The shareholders of each constituent stock state bank by the affirmative vote or written consent of the holders of two-thirds, or any other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, of the outstanding shares of each class of the bank's stock;

(b) The members of each constituent mutual state bank, by the affirmative vote of two-thirds, or such other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, of the voting members.

(3) The shareholders or members of each other constituent to the merger as required by the applicable state or federal law, the articles of incorporation, or the code of regulations;

(4) The superintendent of financial institutions.

(B) The bank that will be the surviving bank in the merger shall file with the superintendent an application for the superintendent's approval that includes a copy of the merger agreement and any other information the superintendent requires.

(C) The merger agreement required under division (B) of this section shall include all of the following:

(1) The names of the constituent corporations;

(2) The agreement of the other named constituent corporations to merge with or into one specified bank;

(3) Subject to the limitations set forth in section 1103.07 of the Revised Code, the name of the bank surviving from the merger.

(4) The place in this state where the surviving bank's principal place of business is to be located;

(5) Any amendment to the surviving bank's articles of incorporation;

(6) The names and addresses of the directors of the surviving bank;

(7) The terms of the merger, how it will be effected, and how consideration, if any, provided for will be distributed to the shareholders or members of the constituent corporations.

(D) Within ten business days after receiving an application required under division (B) of this section, the superintendent shall determine whether to accept the application. Within ninety days after accepting an application required under division (B) of this section, the superintendent shall approve or disapprove the application. In making that determination, the superintendent shall consider all of the following:

(1) The financial and managerial resources and future prospects of the surviving bank;

(2) The convenience and needs of the communities to be served;

(3) Whether, upon completion of the merger, the surviving bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code;

(4) Whether any of the constituents to the merger are subject to limitations that are inconsistent with the merger.

(E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate.

(F) Before consummating a merger authorized under division (A) of this section, the bank that is to be the surviving bank of the merger shall deliver to the superintendent a certificate of merger that satisfies the requirements of section 1701.81 of the Revised Code. The superintendent shall file the certificate of merger and a certified copy of the superintendent's approval of the merger with the secretary of state.

(G) The directors and other officers named in the agreement of merger shall serve until the date fixed in the agreement or provided in the surviving bank's code of regulations or by statute for the next annual meeting.

(H) When a merger authorized by division (A) of this section becomes effective, the existence of each of the constituent corporations ceases as a separate entity, but continues in the surviving bank, within the limits of the charter of the surviving bank and subject to section 1115.20 of the Revised Code. Without further act or deed and within the limits of the charter of the surviving bank, the surviving bank has all assets and property, the rights, privileges, immunities, powers, franchises, and authority, and all obligations and fiduciary relationships of each party to the merger and the duties and liabilities connected with them. The surviving bank shall perform every fiduciary relationship it has in the same manner as if it had itself originally assumed the fiduciary relationship and the obligations and liabilities connected with it.