Section 658.295, Florida Statutes 2001
658.295 Interstate banking.--
(1) SHORT TITLE.--This section may be cited as the "Florida Interstate Banking Act."
(2) DEFINITIONS.--For purposes of this section, the term:
(a) "Acquire," with respect to a company, means to:
1. Merge or consolidate with a bank holding company;
2. Assume direct or indirect ownership or control of:
a. More than 25 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was not a bank holding company prior to such acquisition;
b. More than 5 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was a bank holding company prior to such acquisition; or
c. All or substantially all of the assets of a bank holding company or bank, if the acquiring company was a bank holding company prior to such acquisition; or
3. Take any other action that results in the direct or indirect acquisition of control by a company of a bank holding company, if the acquiring company was a bank holding company prior to such acquisition.
(b) "Affiliate" has the meaning set forth in s. 2(k) of the Bank Holding Company Act.
(c) "Bank" means an institution as defined in s. 2(c) of the Bank Holding Company Act.
(d) "Bank holding company" has the meaning set forth in s. 2(a) of the Bank Holding Company Act, and unless the context requires otherwise, includes any Florida bank holding company, any out-of-state bank holding company, or any international banking company.
(e) "Banking office" means any bank, branch of a bank, or other office at which a bank accepts deposits, provided the term does not include any:
1. Unmanned automatic teller machine, point-of-sale terminal, or other similar unmanned electronic banking facility at which deposits may be accepted;
2. Office located outside the United States; or
3. Loan production office, representative office, or other office at which deposits are not accepted.
(f) "Bank Holding Company Act" means the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq.
(g) "Bank regulatory agency" means:
1. Any agency of another state with primary responsibility for chartering and regulating banks;
2. The Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to these agencies; or
3. An agency of a country other than the United States with primary responsibility for chartering and regulating banks and bank holding companies in such country.
(h) "Branch" has the meaning set forth in s. 658.12.
(i) "Company" has the meaning set forth in s. 2(b) of the Bank Holding Company Act, and includes a bank holding company.
(j) "Control" has the meaning set forth in s. 2(a)(2) of the Bank Holding Company Act.
(k) "Department" means the Department of Banking and Finance.
(l) "Deposits" means all demand, time, and savings deposits of individuals, partnerships, corporations, the United States, and states and political subdivisions in the United States, as set forth in 12 U.S.C. s. 1813. However, the term "deposits" does not include deposits of banks or foreign governments or institutions or deposits held by foreign banking offices or corporations organized pursuant to s. 25 or s. 25(a) of the Federal Reserve Act, as amended, 12 U.S.C. ss. 601-604a or 12 U.S.C. ss. 611-631. Pursuant to rules established by the department, determinations of deposits shall be made by reference to the most recently available consolidated report of condition or similar reports filed by banks with state or federal regulatory agencies.
(m) "Depository institution" means any institution included for any purpose within the definitions of "insured depository institution" as set forth in 12 U.S.C. s. 1813(c)(2) and (3).
(n) "Florida bank" means a bank whose home state is this state.
(o) "Florida bank holding company" means a bank holding company that:
1. Had its principal place of business in this state on July 1, 1966, or the date on which it became a bank holding company, whichever is later.
2. Is not controlled by an out-of-state bank holding company.
(p) "Home state" means:
1. With respect to a state bank, the state by which the bank is chartered.
2. With respect to a national bank, the state in which the main office of the bank is located.
3. With respect to a foreign bank, the state determined to be the home state of such foreign bank under 12 U.S.C. s. 3103(c).
(q) "Home state regulator" means, with respect to an out-of-state bank holding company, the bank regulatory agency of the state in which such company maintains its principal place of business.
(r) "International banking corporation" means an entity as defined in s. 663.01(6).
(s) "State bank" means a bank chartered under the laws of this state.
(t) "Principal place of business," of a bank holding company, means the state in which the total deposits of its subsidiaries were the greatest on July 1, 1966, or on the date on which the company became a bank holding company, whichever is later.
(u) "Out-of-state bank holding company" means a bank holding company that has its principal place of business in a state other than this state or the District of Columbia and, unless the context requires otherwise, includes an international banking corporation.
(v) "State" means any state, territory, or other possession of the United States, including the District of Columbia.
(w) "Subsidiary" has the meaning set forth in s. 2(d) of the Bank Holding Company Act.
(3) STATEMENT OF LEGISLATIVE INTENT.--In general, states have a strong interest in the activities and operations of depository institutions doing business within their jurisdictions, regardless of the type of charter an institution holds. In particular, states have a legitimate interest in protecting the rights of consumers, businesses, and communities. Further, Congress did not intend that the Interstate Banking and Branching Efficiency Act of 1994 alter this balance and thereby weaken states' authority to protect the interests of consumers, businesses, or communities.
(a) It is the intent of this section to set forth the conditions under which a bank holding company may acquire a Florida bank or a Florida bank holding company. This section is not intended to discriminate against out-of-state bank holding companies or against international banking corporations in any manner that would violate s. 3(d) of the Bank Holding Company Act, as amended effective September 29, 1995, by s. 101 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Pub. L. No. 103-328. This section is further intended to authorize entry into this state by an out-of-state bank holding company only by acquisition of a Florida bank or Florida bank holding company.
(b) Nothing in this section shall be construed to prohibit the acquisition by an out-of-state bank holding company of all or substantially all of the shares of a bank organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operated as a bank for more than 3 years, if the acquisition has otherwise been approved pursuant to this section.
(c) Nothing in this section shall be construed to increase or decrease the scope of state licensing or regulatory authority over federally chartered banks or bank holding companies except as allowed by or consistent with the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Pub. L. No. 103-328, or any other applicable federal law.
(4) APPLICABLE LAW.--Any out-of-state bank holding company that controls a Florida bank or a Florida bank holding company is subject to the laws of this state, and the rules of the department, relating to the acquisition, ownership, and operation of banks and bank holding companies located in this state which are applicable to Florida bank holding companies.
(5) AUTHORITY TO ENTER INTO COOPERATIVE AGREEMENTS; FEES.--In order to carry out the purposes of this section, the department may:
(a) Enter into cooperative, coordinating, or information-sharing agreements with other bank regulatory agencies or any organization affiliated with or representing one or more bank regulatory agencies to facilitate the regulation of banks and bank holding companies doing business in this state.
(b) Accept reports of examinations or investigations or other records from other bank regulatory agencies having concurrent jurisdiction over a state bank or a bank holding company that controls a state bank in lieu of conducting its own examinations or investigations.
(c) Take any action jointly with other bank regulatory agencies having concurrent jurisdiction over banks and bank holding companies doing business in this state, or take such action independently, to carry out its responsibilities.
(d) Assess supervisory fees that shall be payable by Florida banks and Florida bank holding companies in connection with the department's performance of its duties. Such fees may be shared with other bank regulatory agencies or any organizations affiliated with or representing one or more bank regulatory agencies in accordance with agreements between them and the department.
(6) PERMITTED ACQUISITIONS.--
(a) Except as otherwise expressly permitted by s. 1841 of the Bank Holding Company Act, no bank holding company may acquire a Florida bank holding company or a Florida bank without the prior approval of the department.
(b) Notwithstanding paragraph (a), prior department approval is not required and the standards for approval in subsection (8) shall be waived by the department if the acquisition is made:
1. In a transaction arranged by the department or another bank regulatory agency to prevent insolvency or the appointment of a liquidator or receiver of the acquired bank; or
2. In a transaction in which a bank forms its own bank holding company, if the ownership rights of the former bank shareholders are substantially similar to those of the shareholders of the new bank holding company.
(c) The prohibition in paragraph (a) does not apply if the acquisition is made solely for the purpose of facilitating an acquisition of a successor institution as defined in s. 658.40(4).
(d) Notwithstanding paragraph (a), to the extent prohibited or preempted by federal law, or to the extent the determination of compliance with the conditions imposed in subsection (8) duplicates a determination made or to be made by the responsible federal regulatory agency as part of the federal approval process, prior department approval of any application filed by an out-of-state bank or out-of-state bank holding company to acquire a Florida bank or a Florida bank holding company is not required when such Florida bank or all bank subsidiaries of such Florida bank holding company are national banks.
(7) REQUIRED APPLICATION.--
(a) A company that proposes to make an acquisition under this section shall:
1. File with the department a copy of the application that such company has filed with the responsible federal bank regulatory agency, together with such additional information as the department may prescribe.
2. Pay to the department the required application fee, pursuant to s. 658.73.
(b) To the extent consistent with the effective discharge of the department's responsibilities, the forms established under this section for application and reporting shall conform to those established by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act.
(c) In connection with an application received under this section, the department shall:
1. Require that prior notice of the application be published once in a daily newspaper of general circulation in the county in which the bank to be acquired has its principal place of business or that a notice of intent have been mailed via certified mail to each person owning stock in the bank to be acquired and provide an opportunity for public comment.
2. Make the application available for public inspection to the extent required or permitted under applicable state or federal law.
(d) If the applicant is an out-of-state bank holding company that is not incorporated under the laws of this state, it shall submit with the application proof that the applicant has complied with applicable requirements of chapter 607, together with the filing fee due the Department of State under s. 607.0122.
(8) STANDARDS FOR APPROVAL.--Except as otherwise provided in this section:
(a) No direct or indirect acquisition of a Florida bank or a Florida bank holding company by a bank holding company shall be permitted unless the Florida bank or all Florida bank subsidiaries of the bank holding company to be acquired have been in existence and continuously operating, on the date of such acquisition, for more than 3 years.
(b) No direct or indirect acquisition of a Florida bank or a Florida bank holding company shall be permitted if, upon consummation of the transaction, the resulting bank holding company, including all insured depository institutions that would be "affiliates," as defined in 12 U.S.C. s. 1841(k), of the resulting bank holding company, would control 30 percent or more of the total amount of deposits held by all insured depository institutions in this state. However, this paragraph does not apply to initial entry into this state by an out-of-state bank or bank holding company.
(9) REPORTS; EXAMINATIONS.--To the extent prescribed by the department, each bank holding company that directly or indirectly controls a state bank shall submit to the department financial reports filed by such company with any bank regulatory agency concerning state banks located in this state within 15 days after the filing thereof with such agency. However, any report prohibited by applicable federal or state law is not required to be submitted to the department.
(10) PENALTIES.--The department may enforce the provisions of this section pursuant to the financial institutions' codes. The department shall promptly give notice to the home state regulator of any enforcement action initiated against an out-of-state bank holding company and, to the extent practicable, shall consult and cooperate with the home state regulator in pursuing and resolving said enforcement action. In the case of an out-of-state holding company, the department shall recognize the exclusive authority of the home state regulator over corporate governance matters and the primary responsibility of the home state regulator with respect to safety and soundness matters.
History.--ss. 1, 3, 4, ch. 84-42; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1, ch. 94-203; s. 4, ch. 94-354; s. 7, ch. 96-168; ss. 10, 19, ch. 97-30; s. 1759, ch. 97-102.