Connecticut General Statutes 36a-198 – Mutual holding company subsidiary holding company
(a) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its reorganized savings institution subsidiary. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of sections 36a-192 to 36a-199, inclusive. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of and in accordance with any conditions or limitations imposed by the commissioner. A proposal to establish a subsidiary holding company shall be filed with the commissioner and shall include the proposed certificate of incorporation and bylaws of the subsidiary holding company and any other information required by the commissioner.
Terms Used In Connecticut General Statutes 36a-198
- 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
- Company: means any corporation, joint stock company, trust, association, partnership, limited partnership, unincorporated organization, limited liability company or similar organization, but does not include (A) any corporation the majority of the shares of which are owned by the United States or by any state, or (B) any trust which by its terms shall terminate within twenty-five years or not later than twenty-one years and ten months after the death of beneficiaries living on the effective date of the trust. See Connecticut General Statutes 36a-2
- Holding company: means a bank holding company or a savings and loan holding company, except, as used in sections 36a-180 to 36a-191, inclusive, "holding company" means a company that controls a bank. See Connecticut General Statutes 36a-2
- Mutual: when used in conjunction with any institution that is a bank or out-of-state bank means any such institution without capital stock. See Connecticut General Statutes 36a-2
- Mutual holding company: means a mutual holding company organized under sections 36a-192 to 36a-199, inclusive, and unless otherwise indicated, a subsidiary holding company controlled by a mutual holding company organized under sections 36a-192 to 36a-199, inclusive. See Connecticut General Statutes 36a-2
- Reorganized savings institution: means any reorganized savings bank or reorganized savings and loan association. See Connecticut General Statutes 36a-2
- Subsidiary: has the meaning given to that term in 12 USC Section 1841(d), as amended from time to time. See Connecticut General Statutes 36a-2
- Subsidiary holding company: means a stock holding company, controlled by a mutual holding company, that holds one hundred per cent of the stock of a reorganized savings institution. See Connecticut General Statutes 36a-2
(b) For purposes of § 36a-196, the subsidiary holding company shall be treated as a reorganized savings institution issuing stock and shall be subject to the requirements of said section. In the case of a stock issuance by a subsidiary holding company, the aggregate amount of outstanding common stock of the subsidiary holding company owned or controlled by persons other than the subsidiary holding company’s mutual holding company parent at the close of the proposed issuance shall be less than fifty per cent of the subsidiary holding company’s total outstanding common stock.
(c) Subject to the approval of the commissioner, a subsidiary holding company may acquire and dispose of its own stock, provided no such acquisition or disposal results in persons other than the subsidiary holding company’s mutual holding company parent owning or controlling a greater percentage of common stock than is permissible under subsection (b) of this section.