Section 658.23, Florida Statutes 2003
658.23 Submission of articles of incorporation; contents; form; approval; filing; commencement of corporate existence; bylaws.--
(1) Within 3 months after approval by the office and the appropriate federal regulatory agency, the applicant shall submit its duly executed articles of incorporation to the office, together with the filing fee due the Department of State under s. 607.0122.
(2) The articles of incorporation shall contain:
(a) The name of the proposed bank or trust company.
(b) The general nature of the business to be transacted or a statement that the corporation may engage in any activity or business permitted by law. Such statement shall authorize all such activities and business by the corporation.
(c) The amount of capital stock authorized, showing the maximum number of shares of par value common stock and of preferred stock, and of every kind, class, or series of each, together with the distinguishing characteristics and the par value of all shares.
(d) The amount of capital with which the corporation will begin business, which shall not be less than the amount required by the office pursuant to s. 658.21.
(e) A provision that the corporation is to have perpetual existence unless existence is terminated pursuant to the financial institutions codes.
(f) The initial street address of the main office of the corporation, which shall be in this state.
(g) The number of directors, which shall be five or more, and the names and street addresses of the members of the initial board of directors.
(h) A provision for preemptive rights, if applicable.
(i) A provision authorizing the board of directors to appoint additional directors, pursuant to s. 658.33, if applicable.
The office shall provide to the proposed directors form articles of incorporation which shall include only those provisions required by this section or by chapter 607. The form articles shall be acknowledged by the proposed directors and returned to the office for filing with the Department of State.
(3) Within 30 days of receipt of the executed articles of incorporation in the form previously approved, and the required filing fees, the office shall place the following legend upon the articles of incorporation and affix the seal of the office thereto. The legend shall in substance read: "Approved by the Office of Financial Regulation this _____ day of _____ (herein the name and signature of the director of the office) ." Thereafter, the articles of incorporation shall be filed with the Department of State.
(4) The corporate existence of a banking corporation or a trust company corporation shall commence on the date the approved articles of incorporation are filed with the Department of State, unless otherwise provided in the articles of incorporation pursuant to s. 607.0203. Thereafter, a banking corporation or trust company corporation may perform all acts necessary to perfect its organization, obtain and equip a place of business, and otherwise prepare to conduct a general banking business or trust business. However, no banking corporation or trust company corporation shall become a state bank or a state trust company or transact any banking business or trust business until it has received a certificate of authority to transact business as provided in s. 658.25.
(5) Unless the articles of incorporation provide otherwise, the board of directors shall have authority to adopt or amend bylaws that do not conflict with bylaws that may have been adopted by the stockholders. The bylaws shall be for the government of the bank or trust company, subordinate only to the articles of incorporation and the laws of the United States and of this state. A current copy of the bylaws shall be filed with the office at all times.
(6) A bank or trust company may not amend its articles of incorporation without the prior written approval of the office.
History.--ss. 13, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 30, 58, ch. 85-82; s. 11, ch. 89-229; s. 182, ch. 90-179; s. 1, ch. 91-307; ss. 1, 108, ch. 92-303; s. 8, ch. 97-30; s. 11, ch. 2001-243; s. 1767, ch. 2003-261.