This chapter shall be known and may be cited as the 'Alabama Interstate and International Banking Act of 1995.'
The superintendent may enforce the provisions of this article by any appropriate action in the circuit courts of this state, including an action for civil money penalties or injunctive relief, provided, that the superintendent 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 the enforcement action.
A foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall file with the superintendent a notice, in such form and containing such information as the superintendent may prescribe, no later than 14 calendar days after such foreign bank becomes aware of any acquisition of control of such foreign bank or merges with another foreign bank.
(a) No foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall relocate any such office unless the foreign bank provides prior written notice to the superintendent and the superintendent shall have approved such relocation.
(b) Written notice provided by a foreign bank under this section shall be in such form and contain such information as the superintendent shall require by regulation or order.
(a) An Alabama state branch, Alabama state agency, or Alabama representative office shall be subject to examination by the superintendent at such intervals and in such a manner as he or she shall establish by regulation or order.
(b) In conducting an examination pursuant to this section, the superintendent shall:
(1) Have full access to the offices, books, accounts, and records of each office located in this state, as well as all of the books, accounts, and records maintained in this state of any office not located in this state of such foreign bank; and
(2) Have authority to require the attendance of and to examine under oath all persons whose testimony may be required relative to the activities of such office.
(c) A foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall be assessed a reasonable fee for the expenses incurred by the superintendent in making an examination of such office. Such fee shall be assessed in an amount and in a manner as the superintendent shall establish by regulation.
(d) A foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall be subject to all reasonable fees and expenses in such amounts as the superintendent may require by regulation.
(a) The superintendent shall have all of the powers granted to him or her by the laws of this state to the extent appropriate to enable him or her to supervise each Alabama state branch, Alabama state agency, or Alabama representative office.
(b) If, after notice and a hearing, the superintendent finds that any person has violated any provision of this article or of any regulation or order issued under this article, he or she may, in addition to any other remedy or action available to the superintendent under the laws of this state, order such person to pay to the superintendent a civil penalty in such a manner and in such an amount as the superintendent shall determine in accordance with the laws of this state and regulations thereunder.
(c) In order to carry out the purposes under this article, the superintendent may:
(1) Enter into cooperative, coordinating, or information- sharing agreements with any other bank supervisory agency or any organization affiliated or representing one or more bank supervisory agencies;
(2) With respect to periodic examination or other supervision of a foreign bank that maintains an Alabama state branch, Alabama state agency, or Alabama representative office, accept reports of examinations performed by, and reports submitted to, other bank supervisory agencies in lieu of conducting examinations, or of receiving reports, as might otherwise be required under this division;
(3) Enter into joint examinations or joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any foreign bank, provided, however, that the superintendent may at any time take any such actions independently if the superintendent determines that such actions are necessary or appropriate to carry out his or her responsibilities under this article and to ensure compliance with the laws of this state;
(4) Enter into contracts with any bank supervisory agency having concurrent regulatory or supervisory jurisdiction over a foreign bank maintaining an Alabama state branch, Alabama state agency, or Alabama representative office, to engage the services of such agency's examiners at a reasonable rate of compensation or provide the services of the superintendent's examiners at a reasonable rate of compensation, which contract shall be deemed a sole source, one vendor and one supplier contract under the procurement laws of this state and shall be exempt from competitive bidding requirements; and
(5) Assess supervisory and examination fees that shall be payable by foreign banks maintaining an Alabama state branch, Alabama state agency, or Alabama representative office in connection with the superintendent's performance of his or her duties under this article and in accordance with regulations adopted by the superintendent.
(d) Supervisory or examination fees assessed by the superintendent in accordance with the provisions of this article may be shared with other bank supervisory agencies or any organizations affiliated with or representing one or more bank supervisory agencies in accordance with agreements between the superintendent and such agencies or organizations.
(a) Each foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall file with the superintendent such reports as and when the superintendent may require by regulation or order.
(b) Each report filed with the superintendent under this article or under any regulation or order issued under this article shall be in such form and contain such information, shall be signed in such manner, and shall be verified in such manner, as the superintendent may require by regulation or order.
(a) All reports of examinations and investigations, correspondence, and memoranda concerning or arising out of such examinations and investigations, including any duly authenticated copy or copies thereof in the possession of any foreign bank, shall not be subject to subpoena and shall not be made public unless, in the judgment of the superintendent, the public advantage will be served by the publication thereof, in which event the superintendent may publish or authorize the publication of a copy of any such report or any part thereof in such manner as may be deemed proper.
(b) For the purposes of this section, reports of examinations shall include reports of examinations conducted by any bank supervisory agency which are considered confidential by such agency and which are in possession of the superintendent.
Each foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall maintain or make available at any such office appropriate books, accounts, and records reflecting (1) all transactions effected by or on behalf of such office and (2) all actions taken in this state by employees of the foreign banking corporation located in this state to effect transactions on behalf of any office of such foreign bank located outside this state.
(a) Each foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency in this state shall keep the assets of its business in this state separate and apart from the assets of its business outside this state.
(b) The creditors of a foreign bank arising out of transactions with, and recorded on the books of, its Alabama state branch or Alabama state agency shall be entitled to absolute preference and priority over creditors of such foreign bank offices located outside of Alabama with respect to the assets of such foreign bank's offices in this state.
Each foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency shall, in a manner established by the superintendent by regulation or order, give notice that deposits and credit balances in such office are not insured by the Federal Deposit Insurance Corporation.
A foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency shall be subject to the same limitations with respect to the payment of interest on deposits as a state bank which is a member of the Federal Reserve System.
In order to carry out the purposes of this article, the superintendent may:
(1) Adopt regulations;
(2) Enter into cooperative, coordinating, or information-sharing agreements with any other bank supervisory agency or any organization affiliated with or representing one or more bank supervisory agencies;
(3) Accept any report of examination or investigation by another bank supervisory agency having concurrent jurisdiction over an Alabama state bank or a bank holding company that controls an Alabama state bank in lieu of conducting the superintendent's own examination or investigation of such bank holding company or bank;
(4) Enter into contracts with any bank supervisory agency having concurrent jurisdiction over an Alabama state bank or a bank holding company that controls an Alabama state bank to engage the services of the agency's examiners at a reasonable rate of compensation, or to provide the services of the superintendent's examiners to the agency at a reasonable rate of compensation; which contract shall be deemed a sole source, one vendor and one supplier contract under the procurement laws of this state and shall be exempt from competitive bidding requirements;
(5) Enter into joint examinations or joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any Alabama state bank or any bank holding company that controls an Alabama state bank; provided, however, that the superintendent may take any such action independently, except with respect to the examination of an out-of-state bank holding company, if the superintendent determines that such action is necessary to carry out his or her responsibilities under this article or to enforce compliance with the laws of this state; and provided further, that in the case of an out-of-state bank holding company, the superintendent 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; and
(6) Assess supervisory and examination fees that shall be payable by Alabama banks and Alabama bank holding companies in connection with the superintendent's performance of his or her duties under this article and in accordance with regulations adopted by the superintendent. Such fees may be shared with other bank supervisory agencies or any organizations affiliated with or representing one or more bank supervisory agencies in accordance with agreements between them and the superintendent.
(a) Each foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency shall keep on deposit, in accordance with such regulations or orders as the superintendent shall promulgate, with such unaffiliated Alabama banks as such foreign bank may designate and the superintendent may approve, interest-bearing stocks and bonds, notes, debentures, or other obligations of the United States or any agency or instrumentality thereof, or guaranteed by the United States, or of this state, or of a city, county, town, village, school district, or instrumentality of this state or guaranteed by this state, or dollar deposits, or obligations of the International Bank for Reconstruction and Development, or obligations issued by the InterAmerican Development Bank, or obligations of the Asian Development Bank, or obligations issued by the African Development Bank, or such other assets as the superintendent shall by regulation or order permit, to an aggregate amount to be determined by the superintendent, based upon principal amount or market value, whichever is lower, in the case of the above-described securities, and subject to such limitations as he or she shall prescribe.
(b) The superintendent may from time to time require that the assets deposited pursuant to this section may be maintained by the foreign bank in such amount, in such form and subject to such conditions as he or she shall deem necessary or desirable for the maintenance of a sound financial condition, the protection of depositors and the public interest, and to maintain public confidence in the business of such Alabama state branch or Alabama state agency. The superintendent may give credit to reserves required to be maintained with a Federal Reserve Bank in or outside this state pursuant to federal law, in accordance with such regulations or procedures as the superintendent may promulgate.
(c) So long as it shall continue business in the ordinary course, such foreign bank shall be permitted to collect interest on the securities deposited under this section and from time to time exchange, examine, and compare such securities.
(a) Each foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency shall hold in this state currency, bonds, notes, debentures, drafts, bills of exchange, or other evidences of indebtedness, including loan participation agreements or certificates, or other obligations payable in the United States or in United States funds or, with the prior approval of the superintendent, in funds freely convertible into United States funds, or such other assets as the superintendent shall by regulation or order permit, in an amount which shall bear such relationship as the superintendent shall by regulation or order prescribe to liabilities of such foreign bank payable at or through its Alabama state branch or Alabama state agency, including acceptances, but excluding amounts due and other liabilities to other offices, agencies, or branches of, and wholly owned, except for a nominal number of directors' shares, subsidiaries of, such foreign bank and such other liabilities as the superintendent shall determine.
(b) The superintendent is specifically authorized, in implementing the provisions of this section, to:
Vary the ratio of assets to liabilities for Alabama branches or Alabama agencies, applicable under this section, of certain foreign banks as may be determined by the superintendent in his or her sole discretion to be necessary or desirable to reflect differences among such Alabama branches or Alabama agencies on account of:
(1) The financial condition of Alabama branch or agency offices of the foreign bank,
(2) The financial condition of branch or agency offices of the same foreign bank located in other states,
(3) General economic conditions prevalent in the home country of the parent foreign bank, or
(4) The financial condition of the parent foreign bank itself, including, but not limited to:
a. The financial condition of its branches and agencies located in other countries,
b. The financial condition of its affiliated bank and nonbank subsidiaries in the United States, and
c. The financial condition of the foreign bank on a worldwide consolidated basis or in its home country.
(c) For the purposes of this section, the superintendent shall value marketable securities at principal amount or market value, whichever is lower, shall have the right to determine the value of any non-marketable bond, note, debenture, draft, bill of exchange, other evidence of indebtedness, including loan participation agreements or certificates, or of any other asset or obligation held or owed to the foreign bank or its Alabama state branch or Alabama state agency in this state, and in determining the amount of assets for the purpose of computing the above ratio of assets to liabilities, shall have the power by regulation or order to exclude in whole or in part any particular asset.
(d) If, by reason of the existence or the potential occurrence of unusual and extraordinary circumstances, the superintendent deems it necessary or desirable for the maintenance of a sound financial condition, the protection of depositors, creditors, and the public interest, and to maintain public confidence in the business of an Alabama state branch or Alabama state agency, he or she may, subject to such terms and conditions as he or she may prescribe, require such foreign bank to deposit the assets required to be held in this state pursuant to this section with such Alabama banks, as the superintendent may designate.
(e) The assets held to satisfy the assets to liabilities relationship, prescribed by the superintendent pursuant to this section, shall include obligations of any person for money borrowed from a foreign bank holding a license to establish and maintain an Alabama state branch or Alabama state agency only to the extent that the total of such obligations of any person are not more than 10 percent of such assets considered for purposes of this section.
(a) No foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall close such office without filing an application with, and obtaining the prior approval of, the superintendent. An application by a foreign bank under this section shall be in such form and include such information as the superintendent shall establish by regulation or order.
(b) If the superintendent finds, with respect to an application by a foreign bank under this section, that the closing of such office will not be substantially detrimental to the public convenience and advantage, the superintendent shall approve such application. If the superintendent finds otherwise, he or she shall deny the application.
(c) Whenever an application by a foreign bank under this section has been approved and all conditions precedent to such closing have been fulfilled, such foreign bank may close such office and shall promptly thereafter surrender to the superintendent the license which authorized the foreign bank to maintain the office.
If, after notice and a hearing, the superintendent finds any of the following with respect to a foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency, he or she may issue an order suspending or revoking the license of such foreign bank:
(1) That the foreign bank has violated any provision of this article or of any regulation or order issued under this article or any provision of any other applicable law, regulation, or order;
(2) That the foreign bank is transacting activities in this state in an unsafe or unsound manner or, in any case, is transacting activities elsewhere in an unsafe or unsound manner;
(3) That the foreign bank or any one or more of its Alabama state branches or Alabama state agencies is in an unsafe or unsound condition;
(4) That the foreign bank has ceased to operate any of its offices in this state without the prior approval of the superintendent in accordance with this article;
(5) That the foreign bank is insolvent in that it has ceased to pay its debts in the ordinary course of business, it cannot pay its debts as they become due, or its liabilities exceed its assets;
(6) That the foreign bank has suspended payment of its obligations, has made an assignment for the benefit of its creditors, or has admitted in writing its inability to pay its debts as they become due;
(7) That the foreign bank has applied for an adjudication of bankruptcy, reorganization, arrangement, or other relief under any foreign or domestic bankruptcy, reorganization, insolvency, or moratorium law, or that any person has applied for any such relief under such law against the foreign bank and the foreign bank has by any affirmative act approved of or consented to such action or such relief has been granted;
(8) That a receiver, liquidator, or conservator has been appointed for the foreign bank or that any proceeding for such an appointment or any similar proceeding has been initiated in the country of the foreign bank's organization;
(9) That the existence of the foreign bank or the authority of the foreign bank to transact banking business under the laws of the country of the foreign bank's organization has been suspended or terminated; and
(10) That any fact or condition exists which, if it had existed at the time when the foreign bank applied for its license to transact business in this state, would have been grounds for denying such application.
If the superintendent finds that any of the factors set forth in Section 5-13B-113 are true with respect to any foreign bank which is licensed to maintain an Alabama state branch or Alabama state agency and that it is necessary for the protection of the interests of creditors of the foreign bank's business in this state or, in any case, for the protection of the public interest that the superintendent immediately suspend or revoke the license of the foreign bank, the superintendent may issue, without notice or hearing, an order suspending or revoking the license of the foreign bank for a period of up to 90 days, pending investigation or hearing.
(a) If the superintendent finds that any of the factors set forth in Section 5-13B-113 are true with respect to any foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency and that it is necessary for the protection of the interests of the creditors of such foreign bank's business in this state or for the protection of the public interest that he or she take immediate possession of the property and business of the foreign bank, the superintendent may by order forthwith take possession of the property and business of the foreign bank in this state and retain possession until the foreign bank resumes business in this state or is finally liquidated. The foreign bank may, with the consent of the superintendent, resume business in this state upon such conditions as the superintendent may prescribe by regulation or order.
(b) At any time within 10 days after the superintendent has taken possession of the property and business of a foreign bank pursuant to subsection (a), such foreign bank may apply to the circuit court of the county in which the primary office of the foreign bank is located in this state for an order requiring the superintendent to show cause why he or she should not be enjoined from continuing such possession. The court may, upon good cause being shown, direct the superintendent to refrain from further proceedings and to surrender such possession. The judgment of the court having jurisdiction over any proceedings under this subsection may be appealed by the superintendent or by the foreign bank in the manner provided by law for appeals from a judgment of the circuit court. Where the superintendent appeals the judgment of the circuit court, such appeal shall operate as a stay of the judgment and a reinstatement of the superintendent's possession. The superintendent shall not be required to post any bond.
(c) Whenever the superintendent takes possession of the property and business of a foreign bank pursuant to subsection (a), he or she shall conserve or liquidate the property and business of such foreign bank pursuant to the laws of this state as if the foreign bank were an Alabama state bank, with absolute preference and priority given to the creditors of such foreign bank arising out of transactions with, and recorded on the books of, its Alabama state branch or Alabama state agency over the creditors of such foreign bank's offices located outside this state.
(d) When the superintendent has completed the liquidation of the property and business of a foreign bank, the superintendent shall transfer any remaining assets to such foreign bank in accordance with such orders as the court may issue. However, in case the foreign bank has an office in another state of the United States which is in liquidation and the assets of such office appear to be insufficient to pay in full the creditors of that office, the court shall order the superintendent to transfer to the liquidator of that office such amount of any such remaining assets as appears to be necessary to cover such insufficiency; if there are two or more such offices and the amount of remaining assets is less than the aggregate amount of insufficiencies with respect to the offices, the court shall order the superintendent to distribute the remaining assets among the liquidators of such offices in such manner as the court finds equitable.
This division is intended generally to ensure that interstate state branches of out-of-state foreign banks may be established and operated in this state (1) to the extent consistent with the provisions of Section 5 of the Federal International Banking Act and (2) under terms and conditions that are generally comparable to and no less favorable than those applicable to the establishment of interstate federal branches in this state by out- of-state foreign banks.
(a) Except as provided in subsection (b), an out-of-state foreign bank may establish an interstate Alabama state branch in the same manner, including by merger or other transactions under Section 44 of the Federal Deposit Insurance Act, and comparable provisions of the laws of this state, with Alabama banks or other institutions, as, and subject generally to the same criteria, standards, conditions, requirements, and procedures applicable to the establishment of interstate branches in this state by, an out-of-state bank having the same home state in the United States, notwithstanding any provision of the laws or regulations of this state to the contrary.
(b) Notwithstanding the provisions of subsection (a), the superintendent:
(1) Shall apply to the establishment of an initial interstate Alabama state branch, and subsequent intrastate Alabama branches, of any out-of-state foreign bank the same criteria, standards, conditions, requirements, and procedures applicable under Division 3 of this article or regulations thereunder to the establishment of an initial Alabama state branch, and of subsequent intrastate Alabama branches, respectively;
(2) May apply any other criterion, standard, condition, requirement, or provision of the laws or regulations of this state that is determined by the superintendent to be substantially equivalent to or consistent with a criterion, standard, condition, requirement, or provision of federal law or regulation generally applicable to the establishment of branches in the United States by foreign banks or specifically applicable to the establishment of a branch in the United States by the applicant foreign bank;
(3) May by regulation or order allow an out-of-state foreign bank:
a. To acquire an individual branch of any 'insured bank' within the meaning of Section 3(h) of the Federal Deposit Insurance Act (12 U.S.C. §1813(h)), or of any other depository institution, including another foreign bank, without acquiring the entire bank or other institution; or
b. To acquire or merge with another foreign bank maintaining an Alabama branch or agency and thereafter continue such operations as its own; and
c. To acquire or establish an interstate Alabama branch through any other means not inconsistent with Section 5 of the Federal International Banking Act (12 U.S.C. §3103).
For purposes of this article:
(a) 'Acquire' means:
(1) For a company to merge or consolidate with a bank holding company;
(2) For a company to assume direct or indirect ownership or control of:
(I) 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;
(II) More than five 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
(III) All or substantially all of the assets of a bank holding company or a bank; or
(3) For a company to take any other action that results in the direct or indirect acquisition of control by such company of a bank holding company or a bank.
(b) 'Affiliate' has the meaning set forth in Section 2(k) of the Bank Holding Company Act.
(c) 'Alabama bank' means a bank that is:
(1) Organized under the laws of Alabama under the jurisdiction of the superintendent; or
(2) Organized under federal law and having its main office in this state.
(d) 'Alabama 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; and
(2) Is not controlled by a bank holding company other than an Alabama bank holding company.
(e) 'Bank' has the meaning set forth in Section 2(c) of the Bank Holding Company Act.
(f) 'Bank holding company':
(1) Has the meaning set forth in Section 2(a) of the Bank Holding Company Act; and
(2) Unless the context requires otherwise, includes an Alabama bank holding company, an out-of-state bank holding company, and a foreign bank holding company.
(g) 'Bank Holding Company Act' means the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. §§1841 et seq.
(h) 'Bank supervisory agency' means any of the following:
(1) 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; and
(2) Any agency of another state with primary responsibility for chartering and supervising banks.
(i) 'Branch' has the same meaning as 'domestic branch' defined in Section 3 of the Federal Deposit Insurance Act; however, an automated teller machine shall not constitute a branch.
(j) 'Company' has the meaning set forth in Section 2(b) of the Bank Holding Company Act, and includes a bank holding company.
(k) 'Control' shall be construed consistently with the provisions of Section 2(a) of the Bank Holding Company Act.
(l) 'Deposit' has the meaning set forth in 12 U.S.C. §1813 (l).
(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. §1813(c) (2) and (3).
(n) 'Foreign bank holding company' means a bank holding company that is organized under the laws of a country other than the United States, including any territory or possession thereof.
(o) 'Home state regulator' means, with respect to an out-of-state bank holding company, the bank supervisory agency of the state in which such company maintains its principal place of business.
(p) 'Out-of-state bank holding company' means:
(1) A bank holding company that is not an Alabama bank holding company; and
(2) Unless the context requires otherwise, includes a foreign bank holding company.
(q) 'Principal place of business' of a bank holding company means the state in which the total deposits of all bank subsidiaries of such company were the greatest on the later of July 1, 1966, or the date on which such company became a bank holding company.
(r) 'State' means any state, territory, or other possession of the United States, including the District of Columbia.
(s) 'Subsidiary' has the meaning set forth in Section 2(d) of the Bank Holding Company Act.
(t) 'Superintendent' means the Superintendent of Banks then in office and, where appropriate, all of his or her successors and predecessors in office.
It is the express intent of this article to permit interstate branching by merger under Section 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328, in accordance with the provisions set forth in this article.
As used in this article, unless a different meaning is required by the context, the following words and phrases shall have the following meanings:
(a) 'Alabama bank' means a bank whose home state is Alabama.
(b) 'Alabama state bank' means a bank chartered under the laws of Alabama.
(c) 'Bank' has the same meaning as set forth in 12 U.S.C. §1813(h); provided that the term 'bank' shall not include any 'foreign bank' as defined in 12 U.S.C. §3101(7), except that such term shall include any foreign bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, the deposits of which are insured by the Federal Deposit Insurance Corporation.
(d) 'Bank holding company' has the meaning set forth in 12 U.S.C. §1841(a) (1).
(e) 'Bank supervisory agency' means:
(1) 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; and
(2) Any agency of another state with primary responsibility for chartering and supervising banks.
(f) 'Branch' has the same meaning as 'domestic branch' defined in Section 3 of the Federal Deposit Insurance Act; however, an automated teller machine shall not constitute a branch.
(g) 'Control' shall be construed consistently with the provisions of 12 U.S.C. §1841(a) (2).
(h) 'Home state' means:
(1) With respect to a national bank, the state in which the main office of the bank is located;
(2) With respect to a state bank, the state by which the bank is chartered;
(3) With respect to a foreign bank, the state determined to be the home state of such foreign bank under 12 U.S.C. §3103(c).
(i) 'Home state regulator' means, with respect to an out-of-state state bank, the bank supervisory agency of the state in which such bank is chartered.
(j) 'Host state' means a state, other than the home state of a bank, in which the bank maintains, or seeks to establish and maintain, a branch.
(k) 'Insured depository institution' has the meaning set forth in 12 U.S.C. §1813(c) (2) and (3).
(l) 'Interstate merger transaction' means:
(1) The merger or consolidation of banks with different home states, and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or
(2) The purchase of all or substantially all of the assets, including all or substantially all of the branches, of a bank whose home state is different from the home state of the acquiring bank.
(m) 'Out-of-state bank' means a bank whose home state is a state other than Alabama.
(n) 'Out-of-state state bank' means a bank chartered under the laws of any state other than Alabama.
(o) 'Resulting bank' means a bank that has resulted from an interstate merger transaction under this article.
(p) 'State' means any state, territory, or other possession of the United States, including the District of Columbia.
(q) 'Subsidiary' has the meaning set forth in Section 2(d) of the Bank Holding Company Act.
(r) 'Superintendent' means the Superintendent of Banks then in office and, where appropriate, all of his or her successors and predecessors in office.
With the prior approval of the superintendent, an Alabama state bank may establish, maintain, and operate one or more branches in a state other than Alabama or a foreign country pursuant to an interstate merger transaction in which the Alabama state bank is the resulting bank. Not later than the date on which the required application for the interstate merger transaction is filed with the responsible federal bank supervisory agency, the applicant Alabama state bank shall file an application on a form prescribed by the superintendent and pay the fee prescribed by the superintendent. The applicant shall also comply with the applicable provisions of Alabama law governing mergers of Alabama state banks. If the superintendent finds that (1) the proposed transaction will not be detrimental to the safety and soundness of the applicant or the resulting bank, (2) any new officers and directors of the resulting bank are qualified by character, experience, and financial responsibility to direct and manage the resulting bank, and (3) the proposed merger is consistent with the convenience and needs of the communities to be served by the resulting bank in this state and is otherwise in the public interest, it shall approve the interstate merger transaction and the operation of branches outside of Alabama by the Alabama state bank. Such an interstate merger transaction may be consummated only after the applicant has received the superintendent's written approval.
(a) One or more Alabama state banks may enter into an interstate merger transaction with one or more out-of-state banks under this article, and an out-of-state bank resulting from such transaction may maintain and operate the branches in Alabama of an Alabama state bank that participated in such transaction, provided that the conditions and filing requirements of this article are met.
(b) Except as otherwise expressly provided in this subsection, an interstate merger transaction shall not be permitted under this article if, upon consummation of such transaction, the resulting bank, including all insured depository institutions that would be 'affiliates' as defined in 12 U.S.C. §1841(k) of the resulting bank, would control 30 percent or more of the total amount of deposits held by all insured depository institutions in this state. The superintendent may by regulation, subject to the approval of the Banking Board, adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause shown.
(c) An interstate merger transaction resulting in the acquisition by an out-of-state bank of an Alabama state bank, or all or substantially all of the branches of an Alabama state bank, shall not be permitted under this article unless such Alabama state bank shall have been in continuous operation, on the date of such acquisition, for a period of at least five years. The five-year requirement shall be met if the superintendent determines that the Alabama state bank to be acquired was:
(1) Organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operating for more than five years, or
(2) Resulted from the merger or consolidation of two or more banks at least one of which had been in existence and continuously operating for more than five years.
(d) An out-of-state bank which is not a resulting bank may not establish or maintain a de novo branch in this state.
(e) Except as permitted by this subsection, an out-of-state bank, which is not a resulting bank, shall not establish or maintain a branch in this state through the acquisition of less than all or substantially all of the assets, including all or substantially all of the branches, of an Alabama bank. An out-of-state bank, whether or not a resulting bank, may establish and maintain one or more branches in this state upon approval of the superintendent, with the concurrence of a majority of the members of the Banking Board, if the superintendent determines that the acquisition of the branch or branches is required because the bank which owns the branch or branches to be acquired is in default or in danger of default or is required by law to divest one or more of its branches, and that the branches have first been offered for sale upon substantially similar terms without success to Alabama banks and out-of-state banks operating branches in Alabama.
(f) An out-of-state bank that has established or acquired a branch in Alabama under this article may establish or acquire additional branches in Alabama to the same extent that any Alabama bank may establish or acquire a branch in Alabama under applicable federal and state law.
Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving an Alabama state bank shall notify the superintendent of the proposed merger not later than the date on which it files an application for an interstate merger transaction with the responsible federal bank supervisory agency, and shall submit a copy of that application to the superintendent and pay the filing fee, if any, required by the superintendent. Any Alabama state bank which is a party to such interstate merger transaction shall comply with Title 5, Chapter 7A, and with other applicable state and federal laws. Any out-of-state bank which shall be the resulting bank in such an interstate merger transaction shall provide satisfactory evidence to the superintendent of compliance with or exemption from Sections 10-2B-15.01 et seq.
(a) An out-of-state state bank which establishes and maintains one or more branches in Alabama under this article may conduct any activities at such branch or branches that are authorized under the laws of this state for Alabama state banks.
(b) An Alabama state bank may conduct any activities at any branch outside Alabama that are permissible for a bank chartered by the host state where the branch is located, except to the extent such activities are expressly prohibited by the laws of this state; provided, however, that the superintendent shall waive any such prohibition unless he or she determines, by order or regulation, that the involvement of out-of-state branches of an Alabama state bank in particular activities would threaten the safety or soundness of the bank.
(a) To the extent consistent with subsection (c), the superintendent may make such examinations of any branch established and maintained in this state pursuant to this article by an out-of-state state bank as the superintendent may deem necessary to determine whether the branch is being operated in compliance with the laws of this state and in accordance with safe and sound banking practices. The provisions of Chapter 3A, Title 5, shall apply to such examinations.
(b) The superintendent may prescribe requirements for periodic reports regarding any out-of-state bank that operates a branch in Alabama pursuant to this article. The required reports shall be provided by such bank or by the bank supervisory agency having primary responsibility for such bank. Any reporting requirements prescribed by the superintendent under this subsection shall be (1) consistent with the reporting requirements applicable to Alabama state banks and (2) appropriate for the purpose of enabling the superintendent to carry out his or her responsibilities under this article.
(c) The superintendent may enter into cooperative, coordinating and information-sharing agreements with any other bank supervisory agencies or any organization affiliated with or representing one or more bank supervisory agencies with respect to the periodic examination or other supervision of any branch in Alabama of an out-of-state state bank, or any branch of an Alabama state bank in any host state, and the superintendent may accept such parties' reports of examination and reports of investigation in lieu of conducting his or her own examinations or investigations.
(d) The superintendent may enter into contracts with any bank supervisory agency that has concurrent jurisdiction over an Alabama state bank or an out-of-state state bank operating a branch in this state pursuant to this article to engage the services of such agency's examiners at a reasonable rate of compensation, or to provide the services of the superintendent's examiners to such agency at a reasonable rate of compensation. Any such contract shall be deemed a sole source, one vendor and one supplier contract under the procurement laws of the state and shall be exempt from competitive bidding requirements.
(e) The superintendent may enter into joint examinations or joint enforcement actions with other bank supervisory agencies having concurrent jurisdiction over any branch in Alabama of an out-of-state state bank or any branch of an Alabama state bank in any host state; provided, that the superintendent may at any time take such actions independently if the superintendent deems such actions to be necessary or appropriate to carry out his or her responsibilities under this article and to ensure compliance with the laws of this state; but provided further, that, in the case of an out-of-state state bank, the superintendent 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.
(f) Each out-of-state state bank that maintains one or more branches in this state may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of this state and regulations of the superintendent. Such fees may be shared with other bank supervisory agencies or any organization affiliated with or representing one or more bank supervisory agencies in accordance with agreements between such parties and the superintendent.
If the superintendent determines that a branch maintained by an out-of-state state bank in this state is being operated in violation of any provision of the laws of this state, or that such branch is being operated in an unsafe and unsound manner, the superintendent shall have the authority to take all such enforcement actions as he or she would be empowered to take if the branch were an Alabama state bank; provided that the superintendent shall promptly give notice to the home state regulator of each enforcement action taken against an out-of-state state bank and, to the extent practicable, shall consult and cooperate with the home state regulator in pursuing and resolving the enforcement action.
The superintendent may promulgate such regulations as he or she determines to be necessary or appropriate in order to implement the provisions of this article.
Each out-of-state state bank that has established and maintains a branch in this state pursuant to this article, or the home state regulator of such bank, shall give at least 30 days' prior written notice to the superintendent, or, in the case of an emergency transaction, such shorter notice as is consistent with applicable state or federal law, of any merger, consolidation, or other transaction that would cause a change of control with respect to such out-of-state state bank or any bank holding company that controls such bank, with the result that an application would be required to be filed pursuant to the federal Change in Bank Control Act of 1978, as amended, 12 U.S.C. §1817(j), or the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. §§1841 et seq., or any successor statutes thereto.
This article sets forth the conditions under which a company may acquire an Alabama bank or an Alabama bank holding company. This article is intended not to discriminate against out-of-state bank holding companies or against foreign bank holding companies in any manner that would violate Section 3(d) of the Bank Holding Company Act, as amended effective September 29, 1995, by Section 101 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328.
(a) Except as otherwise expressly permitted by federal law, no company may acquire an Alabama bank holding company or an Alabama state bank without the prior approval of the superintendent.
(b) The approval of the superintendent under subsection (a) shall not be required where the acquisition is made:
(1) Solely for the purpose of facilitating an acquisition otherwise permitted under this article which does not require the approval of the superintendent;
(2) In a transaction arranged by the superintendent or another bank supervisory agency to prevent the insolvency or closing of the acquired bank; or
(3) 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) In a transaction for which the superintendent's approval is not required under this section, the parties shall give written notice to the superintendent at least 15 days before the effective date of the acquisition, unless a shorter period of notice is expressly permitted or required under applicable federal law.
(a) This article is intended generally to provide for state regulation of the participation by foreign banks in the financial markets of this state.
(b) Consistent with the federal International Banking Act, the Bank Holding Company Act, the Federal Deposit Insurance Act, and the Interstate Banking and Branching Efficiency Act, this article is intended specifically:
(1) To authorize banking activities and operations, under state licenses issued by the superintendent, of direct branch and agency offices in this state of foreign banks, generally under terms and conditions not less favorable than the terms and conditions under which such activities and operations may be conducted by federal branch or agency offices of foreign banks in the United States, and to set forth a statutory framework for the licensing, regulation and supervision of such state-licensed offices of foreign banks by the superintendent to assure the safe and sound operation of such offices that are licensed under the laws of this state;
(2) To authorize representative offices in this state of foreign banks, and to set forth statutory provisions governing the licensing and supervision of such offices by the superintendent; and
(3) To ensure that the banking laws and regulations of this state otherwise apply to foreign banks, and to Alabama and out-of-state banks and bank holding companies that are owned or controlled by foreign banks, in a manner consistent with the laws and policies of the United States governing the operations in this country of foreign banks.
For purposes of this article:
(a) The term 'bank' means any bank as defined in: Section 2(c) of the Bank Holding Company Act (12 U.S.C. §1841(c)); Section 3(a)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1813(a)(1)), other than a branch of a foreign bank; or, as the context may require, in Chapter 5A, Title 5. The term 'bank' as used in this article shall not in any event include a foreign bank or a branch or agency of a foreign bank.
(b) The term 'foreign bank' means any company organized under the laws of a foreign country, a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, that engages directly in the business of banking. The term includes foreign commercial banks, foreign merchant banks, and other foreign institutions that engage in banking activities usual in connection with the business of banking in the countries where such foreign institutions are organized or operating.
(c) The term 'out-of-state bank' means a bank, the home state of which is a state other than Alabama.
(d) The term 'out-of-state foreign bank' means a foreign bank, the home state of which is a state other than Alabama.
(e) The term 'Alabama state bank' means a bank organized under the laws of Alabama.
(f) The term 'Alabama national bank' means a national banking association having its headquarters within Alabama.
(g) The term 'Alabama bank' means an Alabama state bank or an Alabama national bank.
(h) The terms 'bank holding company,' 'subsidiary,' and 'affiliate,' have the same meaning as set forth in Section 2 of the Bank Holding Company Act (12 U.S.C. §1841), the term 'control' shall be construed consistently with the provisions of Section 2(a)(2) of the Bank Holding Company Act (12 U.S.C. §1841(a)(2)), and the term 'depository institution' means any institution that is included for any purpose within the definitions of 'insured depository institution' as set forth in Sections 3(c)(2) and 3(c)(3) of the Federal Deposit Insurance Act (12 U.S.C. §1813(c)(2) and (3)).
(i) The term 'out-of-state bank holding company' means a bank holding company, the home state of which is a state other than Alabama.
(j) The term 'state' has the same meaning as is set forth in Section 3(a)(3) of the Federal Deposit Insurance Act (12 U.S.C. §1813(a)(3)).
(k) The term 'home state' has the same meaning in reference to national banks, state banks, and bank holding companies as is set forth in Section 44(f)(4) of the Federal Deposit Insurance Act (12 U.S.C. §1831u), and the same meaning in reference to foreign banks as is set forth in Section 5(c) of the Federal International Banking Act (12 U.S.C. §3103(c)).
(l) The term 'foreign person' means a natural or juridical person who is a citizen or national of one or more countries, including any colonies, dependencies, or possessions of such countries, other than the United States.
(m) The term 'branch,' when used in reference to an office of a foreign bank, shall have the same meaning as set forth in Section 1(b)(3) of the Federal International Banking Act (12 U.S.C. §3101(3)), and when used in reference to an office of a bank as defined in this section, shall have the same meaning as 'domestic branch' set forth in Section 3(o) of the Federal Deposit Insurance Act (12 U.S.C. §1813(o)).
(n) The term 'interstate branch' means a branch of a bank or a branch of a foreign bank, as the context may require, which is, or is to be, established after September 29, 1994, pursuant to the authority contained in the Interstate Banking and Branching Efficiency Act, outside the home state of the bank or foreign bank. In the case of a foreign bank, the term shall not include a limited branch.
(o) The term 'limited branch' means a branch of a foreign bank that accepts only such deposits as would be permissible for a corporation organized under Section 25A of the Federal Reserve Act in accordance with the provisions of Section 5(a)(7) of the Federal International Banking Act (12 U.S.C. §3103(a)(7)).
(p) The term 'agency,' when used in reference to an office of a foreign bank, shall have the same meaning as is set forth in Section 1(b)(1) of the Federal International Banking Act (12 U.S.C. §3101(1)).
(q) The term 'federal branch' means a branch of a foreign bank that is licensed by the Comptroller of the Currency pursuant to the provisions of Section 4 of the federal International Banking Act (12 U.S.C. §3102).
(r) The term 'federal agency' means an agency of a foreign bank that is licensed by the Comptroller of the Currency pursuant to the provisions of Section 4 of the Federal International Banking Act (12 U.S.C. §3102).
(s) The term 'Alabama state branch,' when used in reference to an office of a foreign bank, shall mean a branch of a foreign bank that is located in this state and licensed pursuant to the provisions of Division 3 of this article.
(t) The term 'Alabama state agency,' when used in reference to an office of a foreign bank, shall mean an agency of a foreign bank that is located in this state and licensed pursuant to the provisions of Division 3 of this article.
(u) The term 'representative office' shall have the same meaning as is set forth in Section 1(b)(15) of the Federal International Banking Act (12 U.S.C. §3101(15)), and the term 'Alabama representative office' shall mean any such office that is located in this state.
(v) The term 'United States,' when used in a geographical sense, means the several states, the District of Columbia, Puerto Rico, Guam, American Samoa, the American Virgin Islands, the Trust Territory of the Pacific Islands, and any other territory of the United States; and, when used in a political sense, means the federal government of the United States.
(w) The term 'Bank Holding Company Act' means the Federal Bank Holding Company Act of 1956, as amended (12 U.S.C. §§1841 et seq.).
(x) The term 'Federal Deposit Insurance Act' means the Federal Deposit Insurance Act, as amended (12 U.S.C. §§1813 et seq.).
(y) The term 'federal International Banking Act' means the federal International Banking Act of 1978, as amended (12 U.S.C. §§3101 et seq.).
(z) The term 'Interstate Banking and Branching Efficiency Act' means the federal Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328, 108 Stat. 2338-2381 (September 29, 1994), codified at various sections of Title 12, United States Code.
(aa) The term 'superintendent' means the superintendent then in office and, where appropriate, all of his or her successors and predecessors in office.
(bb) The term 'bank supervisory agency' means:
(1) 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;
(2) Any agency of another state with primary responsibility for chartering and supervising banks; and
(3) Any agency of a country, including any colonies, dependencies, possessions, or political subdivisions thereof, other than the United States.
The superintendent, with the concurrence of a majority of the members of the State Banking Board, is authorized and empowered to issue such rules, regulations, and orders as the superintendent may deem necessary in order to perform his or her duties and functions under this article and to administer and carry out the provisions and purposes of this article and to prevent evasions thereof.
(a) A company that proposes to make an acquisition under this article shall:
(1) File with the superintendent a copy of the application that such company has filed with the responsible federal bank supervisory agency together with such additional information as the superintendent may prescribe; and
(2) Pay to the superintendent the application fee, if any, prescribed by the superintendent.
(b) To the extent consistent with the effective discharge of the superintendent's responsibilities, the forms established under this article 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 article, the superintendent shall:
(1) Require that prior notice of the application be published one time in a daily newspaper of general circulation and provide an opportunity for public comment; and
(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 evidence satisfactory to the superintendent that the applicant has complied with or is exempted from the requirements of Sections 10-2B-15.01 et seq.
(a) In deciding whether to approve an application for a proposed acquisition under this article, the superintendent shall consider whether the acquisition may:
(1) Be detrimental to the safety and soundness of the Alabama state bank or the Alabama bank holding company to be acquired;
(2) Result in a substantial reduction of competition in this state; or
(3) Have a significantly adverse effect on the convenience and needs of the community or communities in this state that are served by the Alabama state bank or the Alabama bank holding company to be acquired.
(b) Except as otherwise expressly provided in this section, the superintendent shall not approve an acquisition under this article if upon consummation of the transaction the applicant, including any depository institution affiliated with the applicant, would control 30 percent or more of the total amount of deposits held by depository institutions in this state.
(c) The superintendent may by regulation, with the concurrence of a majority of the members of the Alabama State Banking Board, adopt a procedure whereby the limitation on control of deposits set forth in subsection (b) may be waived for good cause shown.
(d) The superintendent shall not approve an application for an acquisition under this article unless the Alabama bank to be acquired, or all Alabama bank subsidiaries of the bank holding company to be acquired, have as of the proposed date of acquisition been in existence and in continuous operation for five years or more.
(e) The five-year requirement shall be met if the superintendent determines that either the Alabama bank or the subsidiaries of the Alabama bank holding company to be acquired:
(1) Were organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operating for more than five years, or
(2) Resulted from the merger or consolidation of two or more banks at least one of which had been in existence and continuously operating for more than five years.
This division is generally intended to ensure that the laws and regulations of this state applicable to the ownership and operations of Alabama banks, and interstate branches in this state of out-of-state banks, do not discriminate against such banks that are owned or controlled by foreign banks or other foreign persons in a manner inconsistent with the provisions of Section 3(d) of the Bank Holding Company Act (12 U.S.C. §1842(d)), as amended effective September 29, 1995, by Section 101 of the Interstate Banking and Branching Efficiency Act, or with other laws and policies of the United States.
(a) Except as provided in subsection (b):
(1) The laws and regulations of this state governing the acquisition or ownership of controlling or other interests in Alabama banks or in out-of-state banks seeking to establish and maintain one or more interstate branches in this state shall not generally prohibit ownership of such institutions by, or otherwise discriminate against, foreign banks or other foreign persons, notwithstanding any provision of the laws or regulations of this state to the contrary;
(2) The laws and regulations of this state governing the powers and activities of Alabama banks and of out-of-state banks maintaining one or more interstate branches in this state shall not discriminate among such banks on the basis of their ownership or control by foreign banks or other foreign persons, notwithstanding any provision of the laws or regulations of this state to the contrary.
(b) Notwithstanding the provisions of subsection (a), the superintendent is authorized to apply any standards or requirements of the laws and regulations of this state governing the ownership, control, or operations of Alabama banks, even if applicable specifically or exclusively to foreign banks or other foreign persons, to the extent such standards or requirements are determined by regulation or order of the superintendent to be either:
(1) Substantially equivalent to or consistent with the standards or requirements governing the ownership, control, or operations of Alabama banks by foreign banks or other foreign persons under applicable U.S. federal laws or regulations, or
(2) Otherwise consistent with the laws and policies of the United States, including its international agreements governing financial services.
Notwithstanding any other provision of the laws and regulations of this state, the citizenship and residency requirements otherwise applicable to members of the board of directors of any Alabama bank may, in the case of an Alabama bank which is a subsidiary or affiliate of a foreign bank, be waived by the superintendent in his or her discretion upon application by the controlling shareholder of the Alabama bank; provided that at least a majority of the directors shall be citizens of the United States and at least 25 percent of the directors shall be residents of this state.
(a) The superintendent shall decide whether to approve an acquisition under this article within 60 days after receipt of a completed application; provided, that if the superintendent requests additional information from the applicant following receipt of a completed application, the time limit for decision by the superintendent shall be the later of:
(1) The date set forth above in this subsection, or
(2) Thirty days after the superintendent's receipt of the requested additional information.
(b) The superintendent may in his or her discretion hold a public hearing in connection with an application at any time within 20 days after receipt of the completed application if a significant issue of law or fact has been raised with respect to the proposed acquisition.
(c) If the superintendent holds a public hearing in connection with an application, the time limit specified in subsection (a) shall be extended to 30 days after the conclusion of the public hearing.
(d) An application shall be deemed approved if the superintendent takes no action on the application within the time limits specified in this section.
(a) To the extent specified by the superintendent by regulation, order, or written request, each bank holding company that directly or indirectly controls an Alabama state bank or an Alabama bank holding company, or the home state regulator of such company, shall submit to the superintendent:
(1) One or more copies of each financial report filed by such company with any bank supervisory agency, except for any report the disclosure of which would be prohibited by applicable federal or state law, within 15 days after the filing thereof with such agency; and
(2) An annual report, not later than April 15 of each year for each bank and branch in the state controlled by the bank holding company containing the following information:
a. The location;
b. The amount of deposits held as of the end of the preceding calendar year; and
c. The amount of loans made during the preceding calendar year to individuals and entities with addresses in this state.
(b) At the request of the superintendent, to the extent permitted by applicable state or federal law, each bank holding company that controls an Alabama state bank or an Alabama bank holding company, or the home state regulator of such bank or company, shall provide to the superintendent copies of the reports of examination of the company or any Alabama state bank or Alabama bank holding company.
(c) The superintendent may examine an Alabama bank holding company whenever the superintendent has reason to believe that the company is not being operated in compliance with the laws of this state or in accordance with safe and sound banking practices.
Consistent with the federal International Banking Act, the Bank Holding Company Act, the Federal Deposit Insurance Act, and the Interstate Banking and Branching Efficiency Act, this division is intended:
(1) To authorize banking activities and operations, under state licenses issued by the superintendent, of direct branch and agency offices in this state of foreign banks, generally under terms and conditions not less favorable than the terms and conditions under which such activities and operations may be conducted by federal branch or agency offices of foreign banks in the United States, and to set forth a statutory framework for the licensing, regulation, and supervision of such state-licensed offices of foreign banks by the superintendent to assure the safe and sound operation of such offices that are licensed under the laws of this state; and
(2) To authorize representative offices in this state of foreign banks, and to set forth statutory provisions governing the licensing and supervision of such offices by the superintendent.
(a) No foreign bank shall transact business in this state except at an Alabama state branch or Alabama state agency which it is licensed to establish and maintain pursuant to, and at which it conducts such activities as are permitted by, this article.
(b) Subsection (a) shall not be deemed to prohibit:
(1) Any foreign bank which maintains a federal agency or federal branch in this state from transacting at such federal agency or federal branch such business as it may be authorized to transact under applicable federal laws and regulations; or
(2) Any foreign bank which does not maintain an Alabama state branch or Alabama state agency from making in this state loans secured by liens on real property located in this state; or
(3) Any foreign bank which maintains an Alabama branch or agency from transacting business as agent for an affiliated depository or other institution in accordance with provisions of this article; or
(4) Any foreign bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, the deposits of which are insured by the Federal Deposit Insurance Corporation, from establishing and operating an interstate branch in this state in its capacity as a 'state bank' as defined in the Federal Deposit Insurance Act, pursuant to the authorities contained in that act and in the laws of this state.
(c) For purposes of subsection (a), no foreign bank shall be deemed to be transacting business in this state merely because a subsidiary or affiliate transacts business in this state.
(a) A foreign bank, in order to procure a license under this article to establish and maintain an Alabama state branch or Alabama state agency shall submit an application to the superintendent. Such application shall contain:
(1) The same information as required by the Board of Governors of the Federal Reserve System for an application to establish a branch or agency, as the case may be, in the United States; and
(2) Such additional information as the superintendent may require by regulation or order.
(b) In addition to the information required to be included in an application for a license to establish and maintain an Alabama state branch or Alabama state agency listed in subsection (a), the superintendent may as he or she deems necessary or appropriate require a foreign bank to include as part of such an application an instrument irrevocably appointing the superintendent and his or her successors in office to be such foreign bank's agent, representative, and attorney to receive service of any lawful process in any proceeding against the foreign bank or any of its successors which arises out of the foreign bank's activities in this state after such appointment has been filed, with the same force and validity as if served on the foreign bank or its successor, as the case may be. Such appointment shall be in such form and contain such information as the superintendent may require by regulation or order.
(a) A foreign bank making an application under this article for a license to establish and maintain an Alabama state branch or Alabama state agency shall deliver to the superintendent:
(1) At least two, or more as the superintendent may require by regulation, duplicate originals of the foreign bank's application; and
(2) At least two, or more as the superintendent may require by regulation, copies of its charter or articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the country of such foreign bank's organization.
(b) The superintendent shall issue a license to a foreign bank to establish and maintain an Alabama state branch or Alabama state agency if he or she finds that:
(1) The foreign bank is of good character and sound financial standing;
(2) The management of the foreign bank and the proposed management of the Alabama state branch or Alabama state agency are adequate;
(3) The convenience and needs of persons to be served by the proposed Alabama state branch or Alabama state agency will be promoted; and
(4) The foreign bank satisfies such other standards as the superintendent may establish by regulation.
(c) If the superintendent determines to issue a license to a foreign bank to establish and maintain an Alabama state branch or Alabama state agency, he or she shall, when all fees have been paid as required under this article:
(1) Endorse on each document filed as part of the application the word 'Filed,' and the date of the filing thereof and return to the foreign bank a copy of each document so endorsed;
(2) File in his or her office one of such duplicate originals of the application and copies of the charter or articles of incorporation and amendments thereto; and
(3) Issue a license to establish and maintain an Alabama state branch or Alabama state agency to such foreign bank.
(d) Each license issued to a foreign bank to establish and maintain an Alabama state branch or Alabama state agency shall state fully the name of the foreign bank to which such license is issued and all such other information as the superintendent may require by regulation or order.
(e) The superintendent may, by regulation or order, prescribe abbreviated application procedures and standards applicable to applications by foreign banks that have already established an initial Alabama state branch or agency, subsequently to establish additional intrastate Alabama state branches or agencies, as the case may be.
Upon applying to the superintendent under this article for a license to establish and maintain an Alabama state branch or Alabama state agency, a foreign bank shall pay to the superintendent an application fee in such amount and in such manner as the superintendent shall require by regulation.
(a) No foreign bank which is licensed under this article to establish and maintain an Alabama state branch or Alabama state agency shall concurrently maintain a federal branch or federal agency in this state.
(b) No foreign bank which maintains a federal branch or federal agency in this state shall concurrently be licensed under this article to maintain an Alabama state branch or Alabama state agency.
(a) Except as otherwise specifically provided in this division or in regulations or orders adopted by the superintendent, and notwithstanding any other law or regulation of this state to the contrary, operations of a foreign bank at an Alabama state branch or Alabama state agency shall be conducted with the same rights, privileges, and powers as an Alabama state bank at the same location, including, but not limited to, the eligibility to exercise fiduciary or trust powers, and shall be subject to all the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply under the laws of this state to an Alabama state bank doing business at the same location.
(b) Among other exceptions to the provisions of subsection (a) that may be required or authorized by the superintendent pursuant to the provisions of this division:
(a) No foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency shall engage in fiduciary activities at such office unless such foreign bank shall have first obtained a certificate of authority from the superintendent to engage in fiduciary activities at such office.
(b) An application to obtain a certificate of authority to engage in fiduciary activities shall be in such form and contain such information, and be accompanied by such reasonable fee, as the superintendent may require by regulation. The superintendent shall issue a certificate of authority to engage in fiduciary activities to a foreign bank making an application under this section if he or she finds that such foreign bank will exercise fiduciary powers in accordance with the laws and regulations of this state.
(c) A foreign bank which holds a certificate of authority issued under this section may engage at its Alabama state branch or Alabama state agency in fiduciary activities to the same extent and in the same manner as if such foreign bank were an Alabama state bank.
(d) A foreign bank which holds a certificate of authority issued under this section shall file all such reports, pay all such reasonable fees, and be subject to examination and supervision as the superintendent may determine by regulation.
(e) The superintendent may suspend or revoke a certificate to engage in fiduciary activities issued under this section if he or she finds:
(1) That conditions exist which would authorize the superintendent under this article to revoke or suspend such foreign bank's license to establish and maintain an Alabama state branch or Alabama state agency; or
(2) Any fact or condition exists which, if it had existed at the time of the foreign bank's original application to obtain a certificate of authority to engage in fiduciary activities, would have resulted in the superintendent's refusal to issue such certificate of authority to the foreign bank.
(a) An Alabama state branch or Alabama state agency of a foreign bank licensed under this article may receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations as an agent for any depository institution affiliate of such foreign bank, including branch, agency, and other offices of the same foreign bank located in other states, generally in accordance with the same terms, conditions, procedures, and requirements that are applicable under the laws and regulations of this state to such agency activities that may be conducted by Alabama state banks.
(b) Notwithstanding any other provision of the laws or regulations of this state, an Alabama state branch or Alabama state agency of a foreign bank acting in this state as an agent in accordance with the provisions of this section shall not be considered to be a branch of such other depository institution affiliate; provided, however, that no Alabama state branch or Alabama agency shall be authorized by this section to act as agent for a branch or agency of an affiliated foreign bank other than the foreign bank which has been licensed to transact business in this state pursuant to this article.
(c) An Alabama state branch or Alabama state agency of a foreign bank licensed under this article may not:
(1) Conduct any activity as an agent under this section which such office is prohibited from conducting as a principal under any applicable federal or state law, including, but not limited to, the acceptance of impermissible deposits; or
(2) As a principal, have an agent conduct any activity under this section which such office is prohibited from conducting under any applicable federal or state law, including, but not limited to, the acceptance of impermissible deposits.
(d) An agency relationship between an Alabama state branch or Alabama state agency of a foreign bank licensed under this article and a depository institution affiliate of such foreign bank shall in any event be on terms that are consistent with safe and sound banking practices and all applicable regulations and orders of the superintendent.
(a) No foreign bank shall establish or maintain an Alabama representative office unless such foreign bank is licensed by the superintendent to maintain such an Alabama representative office.
(b) Nothing in subsection (a) shall be deemed to prohibit a foreign bank which maintains a federal agency or federal branch in this state from establishing or maintaining one or more Alabama representative offices.
(a) Any Alabama state bank may, upon compliance with the requirements of this section, agree to receive deposits, renew time deposits, close loans, service loans, receive payments on loans and other obligations and, with the prior approval of the superintendent, perform other services as an agent for any depository institution.
(b) An Alabama state bank that proposes to enter into an agency agreement to perform services other than those specifically designated in subsection (a) shall file with the superintendent at least 30 days before the effective date of the agreement:
(1) A notice of intention to enter into such an agency agreement with a depository institution;
(2) A description of the services other than those specifically designated in subsection (a) proposed to be performed under the agency agreement; and
(3) A copy of the agreement.
(c) If any proposed service is not specifically designated in subsection (a) and has not previously been approved in a regulation issued by the superintendent, the superintendent shall decide whether to approve the offering of such service within 30 days after receipt of the notice required by subsection (b); provided, that if the superintendent requests additional information after reviewing such notice, the time limit for the superintendent's decision shall be 30 days after receiving such additional information. In deciding whether to approve, by regulation or order, any proposed service that is not specifically designated in subsection (a), the superintendent shall consider whether such service would be consistent with applicable federal and state law and the safety and soundness of the principal and agent depository institutions. The superintendent shall give appropriate notice to the public of each approval, by regulation or order, of any proposed service pursuant to this subsection.
(d) Any proposed service subject to subsection (c) shall be deemed approved if the superintendent takes no action on the notice required by subsection (b) within the time limits specified in subsection (c).
(e) An Alabama state bank may not under any agency agreement:
(1) Conduct any activity as an agent that it would be prohibited from conducting as a principal under applicable state or federal law; or
(2) Have an agent conduct any activity that the bank as principal would be prohibited from conducting under applicable state or federal law.
(f) The superintendent may order an Alabama state bank or any other depository institution subject to the superintendent's enforcement powers to cease acting as an agent or principal under any agency agreement with a depository institution that the superintendent finds to be inconsistent with safe and sound banking practices.
(g) Notwithstanding any other provision of the law of this state, an Alabama state bank acting as an agent for a depository institution in accordance with this section shall not be considered to be a branch of that depository institution.
(a) The application for a license to establish and maintain an Alabama representative office shall be in writing under oath and shall be in such form and contain such information as the superintendent may require by regulation or order. The application shall be accompanied by a reasonable fee as the superintendent may establish by regulation.
(b) The superintendent shall require a foreign bank to include as part of its application to establish and maintain an Alabama representative office an instrument irrevocably appointing the superintendent and his or her successors in office to be such foreign bank's agent, representative, and attorney to receive service of any lawful process in any proceeding against such foreign bank or any of its successors which arises out of a transaction with its Alabama representative office, with the same force and validity as if served on the foreign bank or its successor, as the case may be. Such appointment shall be in such form and contain such information as the superintendent may require by regulation or order.
(a) A foreign bank making an application for a license to establish and maintain an Alabama representative office shall deliver to the superintendent two, or more as the superintendent may require by regulation, duplicate originals of the foreign bank's application.
(b) The superintendent shall issue a license to a foreign bank to establish and maintain an Alabama representative office if he or she finds that:
(1) The foreign bank is of good character and sound financial standing;
(2) The management of the foreign banks and the proposed management of the Alabama representative office are adequate; and
(3) The convenience and needs of persons to be served by the proposed Alabama representative office will be promoted.
(c) If the superintendent determines to issue a license to a foreign bank to establish and maintain an Alabama representative office, he or she shall, when all fees have been paid as required under this article:
(1) Endorse on each duplicate original of the application the word 'Filed,' and the date of the filing thereof and return to the foreign bank one such duplicate original so endorsed;
(2) File in his or her office one of such duplicate originals of the application; and
(3) Issue a license to establish and maintain an Alabama representative office to such foreign bank.
(d) Each license issued to a foreign bank to establish and maintain an Alabama representative office shall state fully the name of the foreign bank to which such license is issued, the address or addresses at which such Alabama representative office is to be located and all such other information as the superintendent may require by regulation.
(a) A foreign bank which is licensed to establish and maintain an Alabama representative office may, subject to such regulations as the superintendent may prescribe, engage in the following activities:
(1) Solicitation for loans and in connection therewith the assembly of credit information, making of property inspections and appraisals, securing of title information, preparation of applications for loans including making recommendations with respect to action thereon, solicitation of investors to purchase loans from the foreign bank, and the search for such investors to contract with the foreign bank for servicing of such loans;
(2) The solicitation of new business;
(3) The conduct of research; and
(4) Back office administrative functions as may be more specifically defined in regulations issued by the superintendent.
Any other activity which the foreign bank seeks to conduct at such office shall be subject to the prior written approval of the superintendent by general regulation or upon application in such form as the superintendent shall require by regulation or order.
(b) Notwithstanding subsection (a), an Alabama representative office may engage in credit approval activities provided that the foreign bank (1) gives 45 days' prior written notice to the superintendent; and (2) the superintendent does not object within such 45-day period to the conduct of such activities by the Alabama representative office. Written notice under this subsection shall be in such a form and contain such information as the superintendent shall require by regulation or order.
The superintendent, after notice and opportunity for a hearing, may revoke a license to establish and maintain an Alabama representative office if he or she finds:
(1) The foreign bank has violated any provision of this article or any other law, rule, or regulation of this state; or
(2) Any fact or condition exists which, if it had existed at the time of the foreign bank's original application for such license, would have resulted in the superintendent's refusal to issue such license to the foreign bank.
Each foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall post its license in a conspicuous place at such office.
No license issued by the superintendent in accordance with this article shall be transferable or assignable.
(a) A foreign bank which is licensed to establish and maintain an Alabama state branch, Alabama state agency, or Alabama representative office shall file with the superintendent an instrument irrevocably appointing the superintendent and his or her successors in office to be such foreign bank's agent, representative, and attorney to receive service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank's activities in this state after such appointment has been filed, with the same force and validity as if served directly on the foreign bank or its successor, as the case may be. Such appointment shall be in such form and contain such information as the superintendent may require by regulation or order.
(b) Any foreign bank which establishes an Alabama state branch, Alabama state agency, or Alabama representative office and which has not filed with the superintendent an instrument pursuant to subsection (a) shall be deemed by the establishment of such office to have appointed the superintendent as its agent, representative, and attorney to receive service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank's activities in this state, with the same force and validity as if served directly on the foreign bank or its successor, as the case may be.
(a) Service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank's activities in this state shall be made on the superintendent by delivering to and leaving with him or her, or with any official having charge of his or her office, duplicate copies of such process, notice, or demand. If any process, notice, or demand is served on the superintendent, he or she shall immediately cause a copy thereof to be forwarded by registered mail addressed to such foreign bank at its principal office as the same appears in his or her records. Any service so had on the superintendent shall be returnable in not less than 30 days.
(b) Nothing in this article limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
(c) The superintendent shall keep a record of all processes, notices, and demands served upon him or her under this section and shall record therein the time of such service and his or her action with reference thereto.
A foreign bank which is licensed to maintain an Alabama state branch or Alabama state agency, whenever its articles of incorporation are amended, shall forthwith file in the office of the superintendent a copy of such amendment duly authenticated by the proper officer of the country of such foreign bank's organization, but the filing thereof may not of itself enlarge or alter the purpose or purposes for which such foreign bank is authorized to pursue in the transaction of its business in this state, nor authorize such foreign bank to transact business in this state under any name other than the name set forth in its license, nor extend the duration of its corporate existence.
(a) A foreign bank which is licensed to establish and maintain an Alabama state branch or Alabama state agency must secure an amended license if it changes its corporate name, changes the duration of its corporate existence, or desires to pursue in this state other or additional purposes than those set forth in its prior application under this article for a license, by making application therefor to the superintendent.
(b) The requirements with respect to the form and contents of an application under subsection (a), the manner of its execution, the filing of duplicate originals thereof with the superintendent, the issuance of an amended license and the effect thereof shall be the same as in the case of an initial application for a license to establish and maintain an Alabama state branch or Alabama state agency.
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