Connecticut General Statutes 36a-126 – Merger and consolidation of Connecticut banks with federal banks
(a)(1) Except as provided in this subsection, any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to continue business as a Connecticut bank, in accordance with the provisions of § 36a-125 governing the merger and consolidation of two or more Connecticut banks. No such merger or consolidation shall take place if: (A) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (B) the resulting Connecticut bank, including all depository institutions which are affiliates of the resulting Connecticut bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent federal bank shall be considered a constituent bank for purposes of compliance with § 36a-125, except that with respect to any provision therein governing corporate procedure, including the rights of dissenting members or shareholders who assert appraisal rights, if any, such constituent federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States concerning the merger and consolidation of federal banks with state banks, the resulting bank to continue business under a state charter.
Terms Used In Connecticut General Statutes 36a-126
- Appraisal: A determination of property value.
- Bank: means a Connecticut bank or a federal bank. See Connecticut General Statutes 36a-2
- banks: shall include all incorporated banks. See Connecticut General Statutes 1-1
- Capital stock: when used in conjunction with any bank or out-of-state bank means a bank or out-of-state bank that is authorized to accumulate funds through the issuance of its capital stock. See Connecticut General Statutes 36a-2
- Commissioner: means the Banking Commissioner and, with respect to any function of the commissioner, includes any person authorized or designated by the commissioner to carry out that function. See Connecticut General Statutes 36a-2
- Connecticut bank: means a bank and trust company, savings bank or savings and loan association chartered or organized under the laws of this state. See Connecticut General Statutes 36a-2
- Consolidation: means a combination of two or more institutions into a new institution. See Connecticut General Statutes 36a-2
- Federal bank: means a national banking association, federal savings bank or federal savings and loan association having its principal office in this state. See Connecticut General Statutes 36a-2
- Merger: means the combination of one or more institutions with another which continues its corporate existence. See Connecticut General Statutes 36a-2
- State: means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the trust territory of the Pacific Islands, the Virgin Islands and the Northern Mariana Islands. See Connecticut General Statutes 36a-2
(2) The franchise tax required to be paid by capital stock Connecticut banks on an increase of capital stock shall be paid upon the capital stock of any resulting capital stock Connecticut bank, the amount subject to such tax to be determined by deducting from the entire amount of such stock (A) the amount of the capital stock of the capital stock Connecticut bank which is a party to the merger or consolidation upon which such tax has already been paid, and (B) the amount of the capital stock of the capital stock federal bank upon which such tax was paid during its existence as a capital stock Connecticut bank, if such capital stock federal bank came into existence by virtue of conversion from a capital stock Connecticut bank or by virtue of merger or consolidation of a capital stock Connecticut bank with a capital stock federal bank.
(b) Any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to do business as a federal bank, in the manner prescribed by and subject to the limitations and requirements imposed by the laws of the United States. No such merger or consolidation shall take place if: (1) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (2) the resulting federal bank, including all depository institutions which are affiliates of the resulting federal bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent Connecticut bank shall also comply with § 36a-125 governing the merger and consolidation of two or more Connecticut banks. The resulting federal bank shall be considered the same business and corporate entity as the constituent Connecticut bank, although as to rights, powers and duties the resulting bank shall be a federal bank.