Ohio Revised Code Search

...(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 stat...

..., 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 ...

...(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 contro...

...k, 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 share...

... 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...

...(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 consisten...

...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 sha...

...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...

...(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 ...

...nsaction 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 o...

...(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 ...

...(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, o...

...ual bank" means any state bank, savings association, or savings bank that meets both of the following conditions: (1) It is acquired by a mutual holding company as part of, and concurrently with, a mutual holding company reorganization. (2) It is in the mutual form immediately prior to the acquisition. (B) "Reorganization plan" means the plan to reorganize into a mutual holding company structure described in secti...

...(A) A mutual holding company and any subsidiary of a mutual holding company shall be created, organized, and governed, and its business shall be conducted, in all respects in the same manner as is provided under Chapter 1701. of the Revised Code, for corporations generally, to the extent that it is not inconsistent with this chapter, Chapters 1101. to 1115., and Chapters 1117. to 1127. of the Revised Code or the rule...

...(A) A mutual state bank may, with the approval of the superintendent of financial institutions, reorganize to become a mutual holding company, in one of the following manners: (1) By organizing one or more subsidiary stock state banks, one or more of which may be an interim stock state bank, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing mutual state bank and by transfer...

...(A) Within ten business days after receipt of an application for a mutual holding company reorganization under division (C)(3) of section 1116.05 of the Revised Code, the superintendent of financial institutions shall do one of the following: (1) Accept the application for processing; (2) Request additional information to complete the application; (3) Return the application if it is substantially incomplete. (B) ...

...Each reorganization plan submitted with a mutual holding company reorganization application shall contain a description of all significant terms of the proposed reorganization and include all of the following: (A) Any proposed stock issuance plan; (B) An opinion of counsel, or a ruling from the United States internal revenue service and the Ohio department of taxation, as to the federal and state tax treatment of t...

...After approving a mutual holding company reorganization application, the superintendent of financial institutions shall, to effect the reorganization, forward the articles of incorporation to the secretary of state for filing.

...(A) A mutual holding company shall do all of the following: (1) Confer upon existing and future depositors of the resulting stock state bank the same membership rights in the mutual holding company as were conferred upon depositors by the articles of incorporation or code of regulations of the reorganizing mutual state bank in effect immediately prior to the reorganization; (2) Confer upon existing and future depos...

...(A) A mutual holding company and any subsidiary holding company shall be governed by a board of directors and in accordance with the articles of incorporation and code of regulations adopted in connection with the reorganization, or as amended in accordance with law or rule after the reorganization. (B) The board of the mutual holding company and any subsidiary holding company shall have at least five members who, i...

...All assets, rights, obligations, and liabilities of a reorganizing mutual state bank that are not expressly retained by the mutual holding company shall be transferred to the resulting stock state bank.

...Each person who holds a deposit account in a reorganizing mutual state bank or any acquiree mutual state bank immediately before the reorganization shall receive, upon consummation of the reorganization, without payment, an identical deposit account in the resulting stock state bank or acquiree mutual state bank.

...The following apply to a reorganization plan adopted by the board of directors of the reorganizing mutual state bank or any acquiree mutual bank: (A) It may be amended by those boards as a result of any regulator's comments before any solicitation of proxies from the members to vote on the reorganization plan or, with the written consent of the superintendent of financial institutions, at any later time. (B) It may...

...(A) A mutual holding company organized under the laws of another state or the United States may, with the approval of the superintendent of financial institutions, convert to a mutual holding company organized under this chapter by submitting an application in accordance with rules adopted by the superintendent under section 111.15 of the Revised Code. (B) State banks existing as of the effective date of this secti...

...Subject to all necessary regulatory notices or approvals, a mutual holding company organized under this chapter may do all of the following: (A) Acquire a bank organized in mutual or stock form by merger of such bank with the subsidiary stock state bank, interim subsidiary stock bank, or subsidiary stock holding company of the mutual holding company; (B) Merge with or acquire another holding company provided that s...