Florida Regulations 69U-105.608: Successor Institution
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(1) The plan of merger and merger agreement may designate a successor institution which is located or is to be located in the county or counties in which one of the constituent financial institutions’ offices is located. The organization of such a successor institution shall be pursuant to the approved plan of merger and merger agreement and shall not require application for authority to organize a state financial institution under Florida Statutes § 658.19
(2) OFR shall approve the successor institution upon a finding that the plan of merger and merger agreement provides:
(a) That the capital structure of the resulting state financial institution is adequate in relation to the activities which are to continue or are to be undertaken, and also in relation to the deposit liabilities of the resulting state bank or association; and the resulting state financial institution will otherwise be in a sound financial condition.
(b) The valuation is fair; and,
(c) The merger is not contrary to the public interest.
(3) The application for authority to organize a Successor Institution shall be submitted on Form OFR-U-19A.
(a) Approval of an application for authority to organize a successor institution will not be issued until OFR has received a plan of merger and merger agreement, an application for authority to merge, and applicable nonrefundable merger and successor institution application fees.
(b) Applications for authority to organize a successor institution shall be processed pursuant to rules 69U-105.101 through 69U-105.115, F.A.C. Applicable time limits shall be the same as time limits placed on merger applications.
(c) Any approval of an application for authority to organize a successor institution shall be conditioned on the success of the subsequent merger. Should the application for approval to merge be denied, or should the merger plan and merger agreement fail to receive the requisite shareholder approval, the successor institution’s approval will be withdrawn and the incorporators shall be required to execute and deliver articles of dissolution to the Department of State in appropriate form and with the appropriate filing fee.
(d) The contemplated merger with the successor institution shall take place no later than 6 months after the commencement of the successor institution’s existence. For good cause shown, OFR may extend the merger date for an additional period, not to exceed 6 months, on its own motion or at the request of the successor institution.
(e) No showing of public need and advantage need be shown.
(f) No pre-opening examination is required.
(g) No bylaws, election of directors, or business meeting relating to the successor institution’s organization need be conducted.
Rulemaking Authority Florida Statutes § 655.012(3). Law Implemented 658.20, 658.26, 658.41, 658.42, 658.43, 658.44, 665.013, 667.003 FS. History-New 6-30-81, Formerly 3C-14.112, 3C-14.0112, Amended 8-14-94, 4-15-98, Formerly 3C-105.608.
Terms Used In Florida Regulations 69U-105.608
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(a) That the capital structure of the resulting state financial institution is adequate in relation to the activities which are to continue or are to be undertaken, and also in relation to the deposit liabilities of the resulting state bank or association; and the resulting state financial institution will otherwise be in a sound financial condition.
(b) The valuation is fair; and,
(c) The merger is not contrary to the public interest.
(3) The application for authority to organize a Successor Institution shall be submitted on Form OFR-U-19A.
(a) Approval of an application for authority to organize a successor institution will not be issued until OFR has received a plan of merger and merger agreement, an application for authority to merge, and applicable nonrefundable merger and successor institution application fees.
(b) Applications for authority to organize a successor institution shall be processed pursuant to rules 69U-105.101 through 69U-105.115, F.A.C. Applicable time limits shall be the same as time limits placed on merger applications.
(c) Any approval of an application for authority to organize a successor institution shall be conditioned on the success of the subsequent merger. Should the application for approval to merge be denied, or should the merger plan and merger agreement fail to receive the requisite shareholder approval, the successor institution’s approval will be withdrawn and the incorporators shall be required to execute and deliver articles of dissolution to the Department of State in appropriate form and with the appropriate filing fee.
(d) The contemplated merger with the successor institution shall take place no later than 6 months after the commencement of the successor institution’s existence. For good cause shown, OFR may extend the merger date for an additional period, not to exceed 6 months, on its own motion or at the request of the successor institution.
(e) No showing of public need and advantage need be shown.
(f) No pre-opening examination is required.
(g) No bylaws, election of directors, or business meeting relating to the successor institution’s organization need be conducted.
Rulemaking Authority Florida Statutes § 655.012(3). Law Implemented 658.20, 658.26, 658.41, 658.42, 658.43, 658.44, 665.013, 667.003 FS. History-New 6-30-81, Formerly 3C-14.112, 3C-14.0112, Amended 8-14-94, 4-15-98, Formerly 3C-105.608.