IC 28-1-31
Chapter 31. Conversion of an Out-of-State Financial Institution
Charter Into a Commercial Bank
IC 28-1-31-1 "Charter conversion"
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of an out-of-state financial institution to a commercial
bank. As added by P.L.1-2006, SEC.490.
IC 28-1-31-2 "Commercial bank"
Sec. 2. As used in this chapter, "commercial bank" means a bank
or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.1-2006, SEC.490.
IC 28-1-31-3 "Department"
Sec. 3. As used in this chapter, "department" means the
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.1-2006, SEC.490.
IC 28-1-31-4 "Effective time of the charter conversion"
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date on which articles of conversion are filed with the
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-5 "Out-of-state financial institution"
Sec. 5. As used in this chapter, "out-of-state financial institution"
means a bank or savings bank organized under the laws of any other
state or the United States that has a branch or branches in Indiana
that were established under IC 28-2-17 or IC 28-2-18. As added by P.L.1-2006, SEC.490.
IC 28-1-31-6 Financial institution may effect charter conversion
Sec. 6. An out-of-state financial institution may, upon approval of
the department, effect a charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-7 Procedures for charter conversion
Sec. 7. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The out-of-state financial institution shall prepare and
submit to the department a plan of charter conversion that
provides the terms and conditions of the charter conversion as
required by the department.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the out-of-state
financial institution.
(3) Upon approval of a plan of charter conversion by the board
of directors of the out-of-state financial institution, the plan of
charter conversion and a certified copy of the resolution of the
board of directors approving the plan of charter conversion
must be submitted to the department for approval.
(4) The plan of charter conversion must be conditioned upon
the approval of not less than a majority of the total number of
votes cast at a regular or special meeting of the shareholders.
(5) The out-of-state financial institutions shall provide to the
department the additional relevant information requested by the
department in connection with the plan of charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-8 Approval of plan of charter conversion
Sec. 8. (a) The department may approve or disapprove the plan of
charter conversion filed under section 7 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) The resulting commercial bank will operate in a safe, sound,
and prudent manner.
(2) The proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the out-of-state
financial institution are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) The interests of the depositors, the creditors, and the public
generally will not be jeopardized by the proposed charter
conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-9 Resulting commercial bank; rights, privileges, and duties
Sec. 9. Upon conversion of an out-of-state financial institution,
the resulting commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting out-of-state financial institution and shall be
subjected to all debts, obligations, and liabilities of the
converting out-of-state financial institution as if the commercial
bank had incurred the debts and liabilities. As added by P.L.1-2006, SEC.490.
IC 28-1-31-10 Resulting commercial bank may wind up activities and retain
assets
Sec. 10. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities that are legally engaged in by the
out-of-state financial institution at the time of charter
conversion but that are not permitted to commercial banks.
(2) Retain any assets that are legally held by the out-of-state
financial institution at the effective time of the charter
conversion but that may not be held by commercial banks for a
transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are at the discretion of the department.
However, the transitional period may not exceed ten (10) years after
the effective time of the charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-11 Retention of branches
Sec. 11. A commercial bank created by charter conversion may
retain all branches lawfully established. As added by P.L.1-2006, SEC.490.
IC 28-1-31-12 Filing articles of charter conversion
Sec. 12. In order to effect the charter conversion, the converting
out-of-state financial institution shall file articles of charter
conversion, bearing the approval of the director of the department,
with the secretary of state. The converting out-of-state financial
institution shall also file copies of the articles of charter conversion
with the county recorder of the county where the principal office of
the commercial bank is located. As added by P.L.1-2006, SEC.490.
IC 28-1-31-13 Resulting commercial bank subject to statutes and rules
Sec. 13. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.1-2006, SEC.490.
IC 28-1-31
Chapter 31. Conversion of an Out-of-State Financial Institution
Charter Into a Commercial Bank
IC 28-1-31-1 "Charter conversion"
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of an out-of-state financial institution to a commercial
bank. As added by P.L.1-2006, SEC.490.
IC 28-1-31-2 "Commercial bank"
Sec. 2. As used in this chapter, "commercial bank" means a bank
or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.1-2006, SEC.490.
IC 28-1-31-3 "Department"
Sec. 3. As used in this chapter, "department" means the
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.1-2006, SEC.490.
IC 28-1-31-4 "Effective time of the charter conversion"
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date on which articles of conversion are filed with the
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-5 "Out-of-state financial institution"
Sec. 5. As used in this chapter, "out-of-state financial institution"
means a bank or savings bank organized under the laws of any other
state or the United States that has a branch or branches in Indiana
that were established under IC 28-2-17 or IC 28-2-18. As added by P.L.1-2006, SEC.490.
IC 28-1-31-6 Financial institution may effect charter conversion
Sec. 6. An out-of-state financial institution may, upon approval of
the department, effect a charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-7 Procedures for charter conversion
Sec. 7. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The out-of-state financial institution shall prepare and
submit to the department a plan of charter conversion that
provides the terms and conditions of the charter conversion as
required by the department.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the out-of-state
financial institution.
(3) Upon approval of a plan of charter conversion by the board
of directors of the out-of-state financial institution, the plan of
charter conversion and a certified copy of the resolution of the
board of directors approving the plan of charter conversion
must be submitted to the department for approval.
(4) The plan of charter conversion must be conditioned upon
the approval of not less than a majority of the total number of
votes cast at a regular or special meeting of the shareholders.
(5) The out-of-state financial institutions shall provide to the
department the additional relevant information requested by the
department in connection with the plan of charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-8 Approval of plan of charter conversion
Sec. 8. (a) The department may approve or disapprove the plan of
charter conversion filed under section 7 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) The resulting commercial bank will operate in a safe, sound,
and prudent manner.
(2) The proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the out-of-state
financial institution are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) The interests of the depositors, the creditors, and the public
generally will not be jeopardized by the proposed charter
conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-9 Resulting commercial bank; rights, privileges, and duties
Sec. 9. Upon conversion of an out-of-state financial institution,
the resulting commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting out-of-state financial institution and shall be
subjected to all debts, obligations, and liabilities of the
converting out-of-state financial institution as if the commercial
bank had incurred the debts and liabilities. As added by P.L.1-2006, SEC.490.
IC 28-1-31-10 Resulting commercial bank may wind up activities and retain
assets
Sec. 10. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities that are legally engaged in by the
out-of-state financial institution at the time of charter
conversion but that are not permitted to commercial banks.
(2) Retain any assets that are legally held by the out-of-state
financial institution at the effective time of the charter
conversion but that may not be held by commercial banks for a
transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are at the discretion of the department.
However, the transitional period may not exceed ten (10) years after
the effective time of the charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-11 Retention of branches
Sec. 11. A commercial bank created by charter conversion may
retain all branches lawfully established. As added by P.L.1-2006, SEC.490.
IC 28-1-31-12 Filing articles of charter conversion
Sec. 12. In order to effect the charter conversion, the converting
out-of-state financial institution shall file articles of charter
conversion, bearing the approval of the director of the department,
with the secretary of state. The converting out-of-state financial
institution shall also file copies of the articles of charter conversion
with the county recorder of the county where the principal office of
the commercial bank is located. As added by P.L.1-2006, SEC.490.
IC 28-1-31-13 Resulting commercial bank subject to statutes and rules
Sec. 13. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.1-2006, SEC.490.
IC 28-1-31
Chapter 31. Conversion of an Out-of-State Financial Institution
Charter Into a Commercial Bank
IC 28-1-31-1 "Charter conversion"
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of an out-of-state financial institution to a commercial
bank. As added by P.L.1-2006, SEC.490.
IC 28-1-31-2 "Commercial bank"
Sec. 2. As used in this chapter, "commercial bank" means a bank
or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.1-2006, SEC.490.
IC 28-1-31-3 "Department"
Sec. 3. As used in this chapter, "department" means the
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.1-2006, SEC.490.
IC 28-1-31-4 "Effective time of the charter conversion"
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date on which articles of conversion are filed with the
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-5 "Out-of-state financial institution"
Sec. 5. As used in this chapter, "out-of-state financial institution"
means a bank or savings bank organized under the laws of any other
state or the United States that has a branch or branches in Indiana
that were established under IC 28-2-17 or IC 28-2-18. As added by P.L.1-2006, SEC.490.
IC 28-1-31-6 Financial institution may effect charter conversion
Sec. 6. An out-of-state financial institution may, upon approval of
the department, effect a charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-7 Procedures for charter conversion
Sec. 7. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The out-of-state financial institution shall prepare and
submit to the department a plan of charter conversion that
provides the terms and conditions of the charter conversion as
required by the department.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the out-of-state
financial institution.
(3) Upon approval of a plan of charter conversion by the board
of directors of the out-of-state financial institution, the plan of
charter conversion and a certified copy of the resolution of the
board of directors approving the plan of charter conversion
must be submitted to the department for approval.
(4) The plan of charter conversion must be conditioned upon
the approval of not less than a majority of the total number of
votes cast at a regular or special meeting of the shareholders.
(5) The out-of-state financial institutions shall provide to the
department the additional relevant information requested by the
department in connection with the plan of charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-8 Approval of plan of charter conversion
Sec. 8. (a) The department may approve or disapprove the plan of
charter conversion filed under section 7 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) The resulting commercial bank will operate in a safe, sound,
and prudent manner.
(2) The proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the out-of-state
financial institution are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) The interests of the depositors, the creditors, and the public
generally will not be jeopardized by the proposed charter
conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-9 Resulting commercial bank; rights, privileges, and duties
Sec. 9. Upon conversion of an out-of-state financial institution,
the resulting commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting out-of-state financial institution and shall be
subjected to all debts, obligations, and liabilities of the
converting out-of-state financial institution as if the commercial
bank had incurred the debts and liabilities. As added by P.L.1-2006, SEC.490.
IC 28-1-31-10 Resulting commercial bank may wind up activities and retain
assets
Sec. 10. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities that are legally engaged in by the
out-of-state financial institution at the time of charter
conversion but that are not permitted to commercial banks.
(2) Retain any assets that are legally held by the out-of-state
financial institution at the effective time of the charter
conversion but that may not be held by commercial banks for a
transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are at the discretion of the department.
However, the transitional period may not exceed ten (10) years after
the effective time of the charter conversion. As added by P.L.1-2006, SEC.490.
IC 28-1-31-11 Retention of branches
Sec. 11. A commercial bank created by charter conversion may
retain all branches lawfully established. As added by P.L.1-2006, SEC.490.
IC 28-1-31-12 Filing articles of charter conversion
Sec. 12. In order to effect the charter conversion, the converting
out-of-state financial institution shall file articles of charter
conversion, bearing the approval of the director of the department,
with the secretary of state. The converting out-of-state financial
institution shall also file copies of the articles of charter conversion
with the county recorder of the county where the principal office of
the commercial bank is located. As added by P.L.1-2006, SEC.490.
IC 28-1-31-13 Resulting commercial bank subject to statutes and rules
Sec. 13. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.1-2006, SEC.490.
