IC 28TITLE 28. FINANCIAL INSTITUTIONS
           Art. 1.DEPARTMENT OF FINANCIAL INSTITUTIONS
           Art. 2.BANKS
           Art. 3.LIQUIDATION, REORGANIZATION, AND MERGER
           Art. 4.REPEALED
           Art. 5.INDUSTRIAL LOAN AND INVESTMENT COMPANIES
           Art. 6.REPEALED
           Art. 6.1.SAVINGS BANKS
           Art. 6.2.MUTUAL SAVINGS BANK HOLDING COMPANIES
           Art. 7.SPECIALIZED FINANCIAL INSTITUTIONS
           Art. 8.FINANCIAL SERVICES
           Art. 9.DEPOSITORY FINANCIAL INSTITUTIONS ADVERSE CLAIMS ACT
           Art. 10.GENERAL PROVISIONS AND DEFINITIONS
           Art. 11.DEPARTMENT OF FINANCIAL INSTITUTIONS
           Art. 12.FORMATION OF BANKS, TRUST COMPANIES, AND BUILDING AND LOAN ASSOCIATIONS
           Art. 13.CORPORATE GOVERNANCE
           Art. 14.CORPORATE FIDUCIARIES
           Art. 15.SAVINGS ASSOCIATIONS

 

IC 28-1ARTICLE 1. DEPARTMENT OF FINANCIAL INSTITUTIONS
           Ch. 1.Definitions and Application of Article
           Ch. 2.Powers and Duties of the Department
           Ch. 3.Repealed
           Ch. 3.1.Liquidation of Financial Institutions
           Ch. 4.Formation of Banks, Trust Companies, and Building and Loan Associations
           Ch. 5.Banks, Trust Companies, and Building and Loan Associations Generally
           Ch. 5.5.Repealed
           Ch. 6.Repealed
           Ch. 7.Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations
           Ch. 7.1.Voluntary Supervisory Conversion
           Ch. 7.2.Repealed
           Ch. 7.5.Formation of Certain Bank Holding Companies
           Ch. 8.Sale of Banks, Trust Companies, and Building and Loan Associations
           Ch. 9.Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations
           Ch. 10.Repealed
           Ch. 11.Powers of Banks and Trust Companies
           Ch. 12.Regulation of Bank and Trust Company Fiduciaries
           Ch. 13.Loans and Investments of Banks and Trust Companies
           Ch. 13.5.Repealed
           Ch. 14.Repealed
           Ch. 15.Statements of Condition of Banks and Trust Companies
           Ch. 16.Repealed
           Ch. 17.Repealed
           Ch. 18.Repealed
           Ch. 18.1.Repealed
           Ch. 18.2.Examination of Affiliates
           Ch. 19.Repealed
           Ch. 20.General Provisions Concerning Banks and Trust Companies
           Ch. 21.Repealed
           Ch. 21.1.Repealed
           Ch. 21.2.Repealed
           Ch. 21.3.Repealed
           Ch. 21.4.Charter Conversion of a Building and Loan Association to a Stock Building and Loan Association
           Ch. 21.5.Repealed
           Ch. 21.6.Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks
           Ch. 21.7.Charter Conversion of Mutual Savings Associations to Mutual Savings Banks
           Ch. 21.8.Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank
           Ch. 21.9.Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank
           Ch. 21.10.Repealed
           Ch. 21.11.Repealed
           Ch. 21.12.Repealed
           Ch. 22.Foreign Corporations
           Ch. 23.Additional Provisions Pertaining to Financial Institutions
           Ch. 23.2.Prize Linked Savings Programs
           Ch. 23.5.Electronic Activity by Financial Institutions
           Ch. 24.Repealed
           Ch. 25.Loans or Obligations Secured by the United States Government
           Ch. 26.Minors Under Servicemen's Act
           Ch. 26.5.Misrepresentation of Age
           Ch. 27.Repealed
           Ch. 28.Repealed
           Ch. 29.Debt Management Companies
           Ch. 30.Charter Conversion of a Credit Union to a Mutual Savings Bank
           Ch. 31.Conversion of an Out-of-State Financial Institution Charter Into a Commercial Bank
           Ch. 32.Conversion of a Mutual Savings Association Into a Credit Union
           Ch. 33.Charter Conversion of a Mutual Savings Bank Into a Credit Union

 

IC 28-1-1Chapter 1. Definitions and Application of Article
           28-1-1-1Short title
           28-1-1-2Application of article
           28-1-1-3Definitions
           28-1-1-3.5Affiliate relationship
           28-1-1-4"Fund"
           28-1-1-5References to savings associations
           28-1-1-6"Depository financial institution"

 

IC 28-1-1-1Short title

     Sec. 1. This article shall be known and may be cited as The Indiana Financial Institutions Act.

Formerly: Acts 1933, c.40, s.1. As amended by P.L.263-1985, SEC.1.

 

IC 28-1-1-2Application of article

     Sec. 2. This article applies to every financial institution and to other corporations and individuals as may by law after July 1, 1933, be subjected to the provisions of this article.

Formerly: Acts 1933, c.40, s.2. As amended by P.L.263-1985, SEC.2; P.L.42-1993, SEC.19.

 

IC 28-1-1-3Definitions

     Sec. 3. Unless a different meaning is required by the context, the following definitions apply throughout this article:

(1) "Financial institution" means any bank, trust company, corporate fiduciary, savings association, credit union, savings bank, bank of discount and deposit, or industrial loan and investment company organized or reorganized under the laws of this state, and includes licensees under IC 24-4.4, IC 24-4.5, and 750 IAC 9.

(2) "Bank" or "bank or trust company" means a financial institution organized or reorganized as a bank, bank of discount and deposit, or trust company under the laws of this state with the express power to receive and accept deposits of money subject to withdrawal by check, and possessing such other rights and powers granted by the provisions of this article in express terms or by implication. The term "bank" or "bank or trust company" does not include a savings association, credit union, or industrial loan and investment company.

(3) "Domestic corporation" means a corporation formed under the laws of this state, and "foreign corporation" means every other corporation.

(4) "Articles of incorporation" includes both the original articles of incorporation and any and all amendments thereto, except where the original articles of incorporation only are expressly referred to, and includes articles of merger and consolidation, and, in the case of corporations organized before July 1, 1933, articles of reorganization, and all amendments thereto.

(5) "Incorporator" means one (1) of the signers of the original articles of incorporation.

(6) "Subscriber" means one who subscribes for shares of stock in a financial institution.

(7) "Shareholder" means one who is a holder of record of shares of stock in a financial institution.

(8) "Capital stock" means the aggregate amount of the par value of all shares of capital stock.

(9) "Capital" means the aggregate amount paid in on the shares of capital stock of a financial institution issued and outstanding.

(10) "Capital and surplus" or "unimpaired capital and unimpaired surplus" has the meaning set forth in 12 CFR 32.2.

(11) "Assets" includes all of the property and rights of every kind of a financial institution, and the term "fixed assets" means such assets as are not intended to be sold or disposed of in the ordinary course of business.

(12) "Principal office" means that office maintained by the financial institution in this state, the address of which is required by the provisions of this article to be kept on file in the office of the secretary of state.

(13) "Subscription" means any written agreement or undertaking, accepted by a financial institution, for the purchase of shares of capital stock in the financial institution.

(14) "Department" means the department of financial institutions.

(15) "Member" means a member of the department of financial institutions.

(16) "Branch" means any office, agency, mobile unit, messenger service, or other place of business at which deposits are received, checks paid, or money lent. The term does not include:

(A) the principal office of a bank;

(B) the principal office of an affiliate;

(C) a branch of an affiliate;

(D) an automated teller machine;

(E) a night depository;

(F) a temporary facility authorized in IC 28-2-13-22.5;

(G) a loan production office;

(H) a deposit production office; or

(I) other service delivery mechanisms not considered by the director to be a branch.

(17) "Subsidiary" means any foreign or domestic corporation or limited liability company in which the parent bank, savings bank, savings association, or industrial loan and investment company had at least eighty percent (80%) ownership before July 1, 1999, or is formed or acquired in accordance with IC 28-13-16 after June 30, 1999.

(18) "Savings bank" means a financial institution that:

(A) was organized, reorganized, or operating under IC 28-6 (before its repeal) before January 1, 1993;

(B) is formed as the result of a conversion under:

(i) IC 28-1-21.7;

(ii) IC 28-1-21.8;

(iii) IC 28-1-21.9; or

(iv) IC 28-1-30; or

(C) is incorporated under IC 28-12.

(19) "Corporate fiduciary" means a financial institution whose primary business purpose is to engage in the trust business (as defined in IC 28-14-1-8) and the execution and administration of fiduciary accounts as a nondepository trust company incorporated under Indiana law.

Formerly: Acts 1933, c.40, s.3a; Acts 1945, c.348, s.1; Acts 1965, c.356, s.23; Acts 1971, P.L.394, SEC.1. As amended by Acts 1977, P.L.289, SEC.1; P.L.262-1983, SEC.1; P.L.42-1993, SEC.20; P.L.122-1994, SEC.39; P.L.262-1995, SEC.1; P.L.192-1997, SEC.1; P.L.79-1998, SEC.34; P.L.62-1999, SEC.1; P.L.215-1999, SEC.1; P.L.213-2007, SEC.34; P.L.217-2007, SEC.32; P.L.89-2011, SEC.31; P.L.27-2012, SEC.35; P.L.137-2014, SEC.22.

 

IC 28-1-1-3.5Affiliate relationship

     Sec. 3.5. Except as otherwise provided, for purposes of this title, a company is an affiliate of any financial institution or other person subject to this title if the company bears the same relationship to the financial institution or person subject to this title as a company described in IC 28-1-18.2-1 bears to a bank.

As added by P.L.10-2006, SEC.27 and P.L.57-2006, SEC.27.

 

IC 28-1-1-4"Fund"

     Sec. 4. As used in IC 28-11, "fund" refers to the financial institutions fund established by IC 28-11-2-9.

As added by P.L.33-1991, SEC.2.

 

IC 28-1-1-5References to savings associations

     Sec. 5. A reference in the Indiana Code to any of the following shall be interpreted as a reference to a savings association (as defined in IC 28-15-1-11):

(1) Building and loan association.

(2) Savings and loan association.

(3) Rural loan and savings association.

(4) Guaranty loan and savings association.

(5) Mutual association.

(6) Stock association.

As added by P.L.193-1997, SEC.1.

 

IC 28-1-1-6"Depository financial institution"

     Sec. 6. For purposes of IC 28-1-23-16, "depository financial institution" means a financial institution that is:

(1) a commercial bank, organized or reorganized under the law of another state (as defined in IC 28-2-17-19) or United States law;

(2) a trust company, organized or reorganized under the law of another state (as defined in IC 28-2-17-19) or United States law;

(3) a credit union, organized or reorganized under the law of another state (as defined in IC 28-2-17-19) or United States law;

(4) a savings bank, organized or reorganized under the law of another state (as defined in IC 28-2-17-19) or United States law;

(5) a savings association, organized or reorganized under Indiana law, the law of another state (as defined in IC 28-2-17-19), or United States law;

(6) a bank of discount and deposit, organized or reorganized under the law of another state (as defined in IC 28-2-17-19) or United States law;

(7) an industrial loan and investment company, organized or reorganized under Indiana law, the law of another state (as defined in IC 28-2-17-19), or United States law; or

(8) a financial institution similar to those listed in subdivisions (1) through (7), organized or reorganized under Indiana law, the law of another state (as defined in IC 28-2-17-19), or United States law.

As added by P.L.81-2001, SEC.1.

 

IC 28-1-2Chapter 2. Powers and Duties of the Department
           28-1-2-1Repealed
           28-1-2-2Repealed
           28-1-2-3Repealed
           28-1-2-4Repealed
           28-1-2-5Repealed
           28-1-2-6Prudent conduct of business
           28-1-2-6.5Compliance with money laundering laws; investigation and enforcement by the department
           28-1-2-7Repealed
           28-1-2-8Repealed
           28-1-2-9Repealed
           28-1-2-10Repealed
           28-1-2-11Repealed
           28-1-2-12Repealed
           28-1-2-13Repealed
           28-1-2-14Repealed
           28-1-2-15Repealed
           28-1-2-16Repealed
           28-1-2-17Repealed
           28-1-2-18Repealed
           28-1-2-19Repealed
           28-1-2-20Repealed
           28-1-2-21Repealed
           28-1-2-22Repealed
           28-1-2-23Change in control; department approval required; application; time frame for department's decision; conditions for approval; exempt transactions; duty to report transfer of securities; investigation by director; prior notice exemption for certain transactions
           28-1-2-23.5Acquisition of control of stock savings banks
           28-1-2-24Repealed
           28-1-2-25Repealed
           28-1-2-26Repealed
           28-1-2-27Repealed
           28-1-2-28Repealed
           28-1-2-29Repealed
           28-1-2-30Confidential information; disclosure prohibited
           28-1-2-30.5Keeping and handling of personal records; breach of security; disposal of personal records; winding up of business; providing records to the department
           28-1-2-31Acceptance of examination by federal authority
           28-1-2-32Repealed
           28-1-2-33Repealed
           28-1-2-34Repealed
           28-1-2-35Repealed
           28-1-2-36Solicitation of political contributions; violations
           28-1-2-37Repealed
           28-1-2-38Repealed
           28-1-2-39Repealed
           28-1-2-40Five star mortgage program established; guidelines; requirements; certifications; fees; investigations; enforcement

 

IC 28-1-2-1Repealed

Formerly: Acts 1933, c.40, s.4; Acts 1945, c.348, s.2. As amended by P.L.263-1985, SEC.3. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-2Repealed

Formerly: Acts 1933, c.40, s.5; Acts 1941, c.35, s.1; Acts 1945, c.348, s.3; Acts 1971, P.L.394, SEC.2; Acts 1974, P.L.127, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-3Repealed

Formerly: Acts 1933, c.40, s.6; Acts 1941, c.35, s.2; Acts 1945, c.348, s.4; Acts 1971, P.L.394, SEC.3. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-4Repealed

Formerly: Acts 1933, c.40, s.7; Acts 1971, P.L.394, SEC.4. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-5Repealed

Formerly: Acts 1933, c.40, s.8; Acts 1945, c.348, s.5; Acts 1971, P.L.394, SEC.5. As amended by P.L.263-1985, SEC.4. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-6Prudent conduct of business

     Sec. 6. Every financial institution to which this article is applicable shall conduct and transact its business in a safe and prudent manner; shall maintain such institution in a safe and solvent condition; and shall establish and maintain safe and sound methods for the conduct of such financial institution and its business and prudential affairs.

Formerly: Acts 1933, c.40, s.9; Acts 1971, P.L.394, SEC.6.

 

IC 28-1-2-6.5Compliance with money laundering laws; investigation and enforcement by the department

     Sec. 6.5. (a) A financial institution (as defined in IC 28-1-1-3(1)), except for a licensee under IC 24-4.4, IC 24-4.5, or 750 IAC 9, shall comply with all state and federal money laundering statutes and regulations, including the following:

(1) The Bank Secrecy Act (31 U.S.C. 5311 et seq.).

(2) The USA Patriot Act of 2001 (P.L. 107-56).

(3) Any regulations, policies, or reporting requirements established by the Financial Crimes Enforcement Network of the United States Department of the Treasury.

(4) Any other state or federal money laundering statutes or regulations that apply to a financial institution (as defined in IC 28-1-1-3(1)) other than a licensee under IC 24-4.4, IC 24-4.5, or 750 IAC 9.

     (b) The department shall do the following:

(1) To the extent authorized or required by state law, investigate potential violations of, and enforce compliance with, state money laundering statutes or regulations.

(2) Investigate potential violations of federal money laundering statutes or regulations and, to the extent authorized or required by federal law:

(A) enforce compliance with the federal statutes or regulations; or

(B) refer suspected violations of the federal statutes or regulations to the appropriate federal regulatory agencies.

As added by P.L.10-2006, SEC.28 and P.L.57-2006, SEC.28. Amended by P.L.73-2016, SEC.14.

 

IC 28-1-2-7Repealed

Formerly: Acts 1933, c.40, s.10; Acts 1935, c.5, s.2; Acts 1945, c.348, s.6; Acts 1967, c.260, s.1; Acts 1971, P.L.394, SEC.7. Amended by Acts 1978, P.L.2, SEC.2801. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-8Repealed

Formerly: Acts 1933, c.40, s.11; Acts 1935, c.5, s.3; Acts 1945, c.348, s.7. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-9Repealed

Formerly: Acts 1933 c.40, s.12; Acts 1941, c.35, s.3; Acts 1945, c.348, s.8; Acts 1971, P.L.394, SEC.8. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-10Repealed

Formerly: Acts 1933, c.40, s.13; Acts 1941, c.35, s.4; Acts 1945, c.348, s.9; Acts 1971, P.L.394, SEC.9; Acts 1974, P.L.127, SEC.2. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-11Repealed

Formerly: Acts 1933, c.40, s.14; Acts 1937, c.33, s.1; Acts 1945, c.348, s.10; Acts 1971, P.L.394, SEC.10; Acts 1974, P.L.127, SEC.3. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-12Repealed

Formerly: Acts 1933, c.40, s.15; Acts 1941, c.35, s.5; Acts 1945, c.348, s.11. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-13Repealed

Formerly: Acts 1933, c.40, s.16. Repealed by Acts 1971, P.L.394, SEC.31.

 

IC 28-1-2-14Repealed

Formerly: Acts 1933, c.40, s.17; Acts 1941, c.35, s.6; Acts 1945, c.348, s.12; Acts 1971, P.L.394, SEC.11. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-15Repealed

Formerly: Acts 1933, c.40, s.18; Acts 1941, c.35, s.7; Acts 1945, c.348, s.13. As amended by P.L.263-1985, SEC.5. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-16Repealed

Formerly: Acts 1933, c.40, s.19; Acts 1945, c.348, s.14; Acts 1971, P.L.394, SEC.12; Acts 1975, P.L.283, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-17Repealed

Formerly: Acts 1933, c.40, s.20; Acts 1945, c.348, s.15; Acts 1975, P.L.283, SEC.2. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-18Repealed

Formerly: Acts 1933, c.40, s.21; Acts 1945, c.348, s.16. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-19Repealed

Formerly: Acts 1933, c.40, s.22; Acts 1945, c.348, s.17; Acts 1971, P.L.394, SEC.13. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-20Repealed

Formerly: Acts 1933, c.40, s.23; Acts 1945, c.348, s.18. As amended by Acts 1978, P.L.2, SEC.2802. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-21Repealed

Formerly: Acts 1933, c.40, s.24. Repealed by Acts 1979, P.L.17, SEC.55.

 

IC 28-1-2-22Repealed

Formerly: Acts 1933, c.40, s.25; Acts 1941, c.83, s.1; Acts 1967, c.260, s.2; Acts 1969, c.280, s.1. As amended by P.L.263-1985, SEC.6; P.L.33-1991, SEC.3. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-23Change in control; department approval required; application; time frame for department's decision; conditions for approval; exempt transactions; duty to report transfer of securities; investigation by director; prior notice exemption for certain transactions

     Sec. 23. (a) A corporation or an individual acting directly, indirectly, or through or in concert with one (1) or more other corporations or individuals may not acquire control of any bank, trust company, stock savings bank, holding company, corporate fiduciary, or industrial loan and investment company unless the department has received and approved an application for change in control. The department has not more than one hundred twenty (120) days following receipt of an application to issue a notice approving the proposed change in control. The application shall contain the name and address of the corporation, individual, or individuals who propose to acquire control.

     (b) The period for approval under subsection (a) may be extended:

(1) in the discretion of the director for an additional thirty (30) days; and

(2) not to exceed two (2) additional times for not more than forty-five (45) days each time if:

(A) the director determines that the corporation, individual, or individuals who propose to acquire control have not submitted substantial evidence of the qualifications described in subsection (c);

(B) the director determines that any material information submitted is substantially inaccurate; or

(C) the director has been unable to complete the investigation of the corporation, individual, or individuals who propose to acquire control because of any delay caused by or the inadequate cooperation of the corporation, individual, or individuals.

     (c) The department shall issue a notice approving the application only after it has become satisfied that both of the following apply:

(1) The corporation, individual, or individuals who propose to acquire control are qualified by competence, experience, character, and financial responsibility to control and operate the bank, trust company, stock savings bank, bank holding company, corporate fiduciary, or industrial loan and investment company in a legal and proper manner.

(2) The interests of the stockholders, depositors, and creditors of the bank, trust company, stock savings bank, bank holding company, corporate fiduciary, or industrial loan and investment company and the interests of the public generally will not be jeopardized by the proposed change in control.

     (d) As used in this section, "holding company" means any company (as defined in IC 28-2-15-5 before July 1, 1992, and as defined in IC 28-2-16-5 beginning July 1, 1992) that directly or indirectly controls one (1) or more state chartered financial institutions.

     (e) As used in this section, "control", "controlling", "controlled by", or "under common control with" means possession of the power directly or indirectly to:

(1) direct or cause the direction of the management or policies of a bank, a trust company, a holding company, a corporate fiduciary, or an industrial loan and investment company, whether through the beneficial ownership of voting securities, by contract, or otherwise; or

(2) vote at least twenty-five percent (25%) of voting securities of a bank, a trust company, a holding company, a corporate fiduciary, or an industrial loan and investment company, whether the voting rights are derived through the beneficial ownership of voting securities, by contract, or otherwise.

     (f) The director may determine, in the director's discretion, that subsection (a) does not apply to a transaction if the director determines that the direct or beneficial ownership of the bank, trust company, stock savings bank, holding company, corporate fiduciary, or industrial loan and investment company will not change as a result of the transaction.

     (g) The president or other chief executive officer of a financial institution or holding company shall report to the director any transfer or sale of shares of stock of the financial institution or holding company that results in direct or indirect ownership by a stockholder or an affiliated group of stockholders of at least ten percent (10%) of the outstanding stock of the financial institution or holding company. The report required by this subsection must be made not later than ten (10) days after the president or other chief executive officer becomes aware of the transfer of the shares of stock on the books of the financial institution or holding company.

     (h) To assist the department in making a determination under subsection (c), the director may conduct any investigation the director determines is warranted, including any background check described in IC 28-11-5-4.5.

     (i) This subsection applies to a transaction described in 12 CFR 303.83(b)(1), including the following:

(1) The acquisition of voting shares through inheritance.

(2) The acquisition of voting shares through a bona fide gift.

(3) The acquisition of voting shares in satisfaction of a debt previously contracted in good faith, other than the acquisition of a defaulted loan secured by a controlling amount of the voting securities of a bank, trust company, stock savings bank, bank holding company, corporate fiduciary, or industrial loan and investment company.

In a transaction to which this subsection applies, the acquiring person shall use the person's best effort to comply with the requirements of this section. However, it is not a violation of this section if the acquiring person is not able to satisfy the requirements of this section and notifies the department of the acquisition not later than thirty (30) calendar days after the acquisition and provides any relevant information requested by the department. This subsection does not limit the authority of the department to conduct any investigation necessary to approve or disapprove the transaction under subsection (c).

Formerly: Acts 1933, c.40, s.25a; Acts 1965, c.356, s.20; Acts 1971, P.L.394, SEC.19. As amended by P.L.164-1988, SEC.1; P.L.3-1990, SEC.99; P.L.33-1991, SEC.4; P.L.42-1993, SEC.21; P.L.122-1994, SEC.40; P.L.262-1995, SEC.2; P.L.134-2001, SEC.6; P.L.258-2003, SEC.4; P.L.213-2007, SEC.35; P.L.217-2007, SEC.33; P.L.35-2010, SEC.97; P.L.89-2011, SEC.32; P.L.6-2012, SEC.191; P.L.27-2012, SEC.36.

 

IC 28-1-2-23.5Acquisition of control of stock savings banks

     Sec. 23.5. This title does not prohibit the acquisition of control of one (1) or more stock savings banks by a bank holding company, a corporation, an individual, or individuals acting in concert with one (1) or more individuals if the acquisition is in compliance with section 23 of this chapter.

As added by P.L.42-1993, SEC.22.

 

IC 28-1-2-24Repealed

Formerly: Acts 1933, c.40, s.26; Acts 1941, c.83, s.2; Acts 1967, c.260, s.3. As amended by P.L.263-1985, SEC.7; P.L.33-1991, SEC.5; P.L.14-1992, SEC.65. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-25Repealed

Formerly: Acts 1933, c.40, s.27; Acts 1945, c.348, s.19. As amended by P.L.33-1991, SEC.6. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-26Repealed

Formerly: Acts 1933, c.40, s.28; Acts 1945, c.348, s.20; Acts 1949, c.164, s.1. As amended by P.L.33-1991, SEC.7. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-27Repealed

Formerly: Acts 1933, c.40, s.29; Acts 1935, c.5, s.4. As amended by P.L.263-1985, SEC.8. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-28Repealed

Formerly: Acts 1933, c.40, s.30. As amended by Acts 1978, P.L.2, SEC.2803. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-2-29Repealed

Formerly: Acts 1933, c.40, s.31; Acts 1963, c.433, s.1; Acts 1965, c.356, s.21; Acts 1974, P.L.128, SEC.1; Acts 1975, P.L.284, SEC.1. As amended by P.L.264-1985, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-30Confidential information; disclosure prohibited

     Sec. 30. Except as otherwise provided, a member of the department or the director or deputy, assistant, or any other person having access to any such information may not disclose to any person, other than officially to the department, by the report made to it, or to the board of directors, partners, or owners, or in compliance with the order of a court, the names of the depositors or shareholders in any financial institution, or the amount of money on deposit therein at any time in favor of any depositor, or any other information concerning the affairs of any such financial institution.

Formerly: Acts 1933, c.40, s.32; Acts 1937, c.33, s.2; Acts 1939, c.102, s.1; Acts 1945, c.348, s.21; Acts 1967, c.260, s.4; Acts 1971, P.L.394, SEC.14. As amended by Acts 1978, P.L.2, SEC.2804; P.L.17-1984, SEC.8; P.L.33-1991, SEC.8.

 

IC 28-1-2-30.5Keeping and handling of personal records; breach of security; disposal of personal records; winding up of business; providing records to the department

     Sec. 30.5. (a) This section applies to the following:

(1) Any:

(A) financial institution;

(B) person required to file notification with the department under IC 24-4.5-6-202;

(C) person subject to IC 24-7; or

(D) other person subject to regulation by the department.

(2) Any person licensed or required to be licensed under IC 24-4.4 or IC 24-4.5.

     (b) As used in this section, "customer", with respect to a person described in subsection (a), means an individual consumer, or the individual's legal representative, who obtains or has obtained from the person a financial:

(1) product; or

(2) service;

that is to be used primarily for personal, family, or household purposes. The term does not include an affiliate of the person.

     (c) As used in this section, "personal information" includes any of the following:

(1) An individual's first and last names or first initial and last name.

(2) Any of the following data elements:

(A) A Social Security number.

(B) A driver's license number.

(C) A state identification card number.

(D) A credit card number.

(E) A financial account number or debit card number.

(3) With respect to an individual, any of the following:

(A) Address.

(B) Telephone number.

(C) Information concerning the individual's:

(i) income or other compensation;

(ii) credit history;

(iii) credit score;

(iv) assets;

(v) liabilities; or

(vi) employment history.

     (d) As used in this section, personal information is "encrypted" if the personal information:

(1) has been transformed through the use of an algorithmic process into a form in which there is a low probability of assigning meaning without use of a confidential process or key; or

(2) is secured by another method that renders the personal information unreadable or unusable.

     (e) As used in this section, personal information is "redacted" if the personal information has been altered or truncated so that not more than the last four (4) digits of:

(1) a Social Security number;

(2) a driver's license number;

(3) a state identification number; or

(4) an account number;

are accessible as part of the personal information.

     (f) As used in this section, "personal records" means any records that:

(1) are maintained, whether as a paper record or in an electronic or a computerized form, by a person to whom this section applies; and

(2) contain the unencrypted, unredacted personal information of one (1) or more customers or potential customers.

     (g) A person to whom this section applies shall keep and handle personal records in a manner that:

(1) reasonably safeguards the personal records from destruction, theft, or other loss; and

(2) protects the personal records from misuse.

     (h) If a breach of the security of any personal records occurs, the person maintaining the records is subject to the disclosure requirements under IC 24-4.9-3, unless the person is exempt from the disclosure requirements under IC 24-4.9-3-4.

     (i) A person to whom this section applies may not dispose of personal records without first:

(1) shredding, incinerating, or mutilating the personal records; or

(2) erasing or otherwise rendering illegible or unusable the personal information contained in the records.

     (j) If a person to whom this section applies ceases doing business, the person shall, as part of the winding up of the business, safeguard any personal records maintained by the person in accordance with this section until such time as the person is entitled or required to destroy the records under:

(1) applicable law; or

(2) the person's own records maintenance policies.

     (k) A person to whom this section applies shall provide at the person's cost any records that the director considers relevant or material to an examination, investigation, or other matter under consideration by the department.

As added by P.L.90-2008, SEC.20. Amended by P.L.1-2009, SEC.147; P.L.35-2010, SEC.98.

 

IC 28-1-2-31Acceptance of examination by federal authority

     Sec. 31. The department may, in its discretion, accept any examination of any financial institution made by federal authority in lieu of the examination made under the provisions of this article.

Formerly: Acts 1933, c.40, s.33. As amended by P.L.263-1985, SEC.9.

 

IC 28-1-2-32Repealed

Formerly: Acts 1933, c.40, s.34. As amended by Acts 1978, P.L.2, SEC.2805. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-33Repealed

Formerly: Acts 1933, c.40, s.35; Acts 1935, c.5, s.5; Acts 1937, c.33, s.3; Acts 1941, c.223, s.2; Acts 1945, c.348, s.22; Acts 1949, c.164, s.2; Acts 1955, c.94, s.1; Acts 1957, c.214, s.1; Acts 1961, c.153, s.1; Acts 1967, c.260, s.5; Acts 1971, P.L.366, SEC.10(1); Acts 1972, P.L.192, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-34Repealed

Formerly: Acts 1933, c.40, s.36; Acts 1949, c.93, s.1; Acts 1959, c.120, s.1; Acts 1967, c.260, s.6; Acts 1971, P.L.394, SEC.15. As amended by Acts 1979, P.L.256, SEC.1; P.L.168-1986, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-35Repealed

Formerly: Acts 1933, c.40, s.37. As amended by P.L.263-1985, SEC.10. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-36Solicitation of political contributions; violations

     Sec. 36. It is a Class A misdemeanor for a person to knowingly solicit from any officer or employee of the department any money or other property for political assessments or contributions.

Formerly: Acts 1933, c.40, s.38. As amended by Acts 1978, P.L.2, SEC.2806.

 

IC 28-1-2-37Repealed

Formerly: Acts 1933, c.40, s.39; Acts 1971, P.L.394, SEC.16. Repealed by P.L.176-1996, SEC.35.

 

IC 28-1-2-38Repealed

As added by P.L.141-1984, SEC.1. Repealed by P.L.33-1991, SEC.58.

 

IC 28-1-2-39Repealed

As added by P.L.72-2003, SEC.3. Amended by P.L.2-2006, SEC.182. Repealed by P.L.90-2008, SEC.80.

 

IC 28-1-2-40Five star mortgage program established; guidelines; requirements; certifications; fees; investigations; enforcement

     Sec. 40. (a) As used in this section, "act" refers to the federal Credit Card Accountability Responsibility and Disclosure Act of 2009 as it applies to Indiana borrowers.

     (b) If the department receives credible evidence from any source that a financial institution that issues to Indiana borrowers an unsecured credit card that is not a debit card, as a card issuer (as defined in 15 U.S.C. 1602(o) is not in substantial compliance with the act, the director of the department shall send a notice of the evidence by certified mail to the financial institution's chief executive officer. The notice must:

(1) set forth the provisions of IC 5-13-9.5-1(c) and IC 5-13-9.5-1(d);

(2) describe the department's evidence that the financial institution is not in substantial compliance with the act;

(3) describe the consequences under IC 5-13-9.5-1(c) of a finding that the financial institution is not in substantial compliance with the act; and

(4) invite a reply that affirms or disputes the evidence of noncompliance with the act.

If a financial institution disputes the preliminary determination that it is not in substantial compliance with the act, but fails to convince the director of the department of its substantial compliance with the act, the financial institution may, within twenty (20) days of the date of the notice, request a hearing on the determination. If a hearing is requested, the department shall schedule the hearing not earlier than twenty (20) days after the date of the request. If no hearing is requested, the department's determination that the financial institution is not in substantial compliance with the act is final.

     (c) Except as otherwise provided in this section, any hearing requested by a financial institution under subsection (b) and the determination by the department are subject to IC 4-21.5-3. Judicial review of the department's final determination may be obtained in accordance with IC 4-21.5-5.

     (d) If a financial institution does not contest the determination that it is not in substantial compliance with the act, or the financial institution is determined under subsection (b) to not be in substantial compliance with the act, the department shall immediately notify the chairperson of the board for depositories established under IC 5-13-12 of the determination.

     (e) A financial institution that has been determined by the department to not be in substantial compliance with the act may petition the department for a hearing to demonstrate that the financial institution has taken the necessary steps to attain substantial compliance with the act, and to ensure future substantial compliance with the act. The hearing and the determination by the department are subject to IC 4-21.5-3. Judicial review of the department's final determination may be obtained in accordance with IC 4-21.5-5. Upon final determination by the department, or a final judgment in the case of pending judicial review, that the financial institution is in substantial compliance with the act, the department shall immediately notify the chairperson of the board for depositories established under IC 5-13-12 of the determination or judgment.

As added by P.L.115-2010, SEC.21. Amended by P.L.7-2015, SEC.50.

 

IC 28-1-3Chapter 3. Repealed

Repealed by P.L.141-1984, SEC.13.

 

IC 28-1-3.1Chapter 3.1. Liquidation of Financial Institutions
           28-1-3.1-1Definitions
           28-1-3.1-2Authority of department to take possession of business and property; conditions; duties of department
           28-1-3.1-3Holding business and property until liquidation of affairs
           28-1-3.1-4Notice; entry of cause; hearing; record; rights and liabilities of persons interested; Federal Deposit Insurance Corporation as receiver
           28-1-3.1-5Receiver; appointment; vesting of title to all assets and right to terminate affairs of institution; liens or claims against property
           28-1-3.1-6Receiver; authority
           28-1-3.1-7Receiver's authority to sell assets; borrowing of money for deposit liabilities
           28-1-3.1-8Claims; presentation; notice; rejection
           28-1-3.1-9Late claims
           28-1-3.1-10Repealed
           28-1-3.1-10.1Payment of claims; order
           28-1-3.1-11Rejection of executory contracts and leases
           28-1-3.1-12Federal deposit insurance; payments of deposit liabilities; subrogation
           28-1-3.1-13Successor to closed financial institution's fiduciary duties; appointment; powers and duties; notice of appointment to interested parties
           28-1-3.1-14Personal property left in possession of closed financial institution; appearances, claims, and disposition
           28-1-3.1-15Actions to enforce rights, demands, or claims vested in financial institution, shareholders, or creditors
           28-1-3.1-16Articles of dissolution; contents; Federal Deposit Insurance Corporation as receiver; authority of department to act
           28-1-3.1-17Articles of dissolution; execution; presentation; fee
           28-1-3.1-18Articles of dissolution; duties of secretary of state
           28-1-3.1-19Articles of dissolution; filing with county recorder
           28-1-3.1-20Dissolution and cessation of existence
           28-1-3.1-21Troubled or insolvent financial institutions; federal supervisory agencies; department's authority to approve transactions

 

IC 28-1-3.1-1Definitions

     Sec. 1. (a) The definitions set forth in this section apply throughout this chapter.

     (b) "Federal deposit insurance agency" means an agency or instrumentality of the United States that insures to any extent the deposits of a financial institution, including the Federal Deposit Insurance Corporation or the National Credit Union Administration.

     (c) "Insolvent" means a financial institution that:

(1) is incapable of meeting the demands of creditors or depositors on a timely basis; or

(2) has liabilities in excess of the total value of its assets as determined by the department.

     (d) "Receiver" means a:

(1) federal deposit insurance agency;

(2) private deposit insurer of credit unions; or

(3) designated agent of the department.

     (e) "Receivership court" means the court that the department has filed the notice of possession with, under this chapter.

As added by P.L.141-1984, SEC.2. Amended by P.L.8-1991, SEC.10; P.L.262-1995, SEC.3.

 

IC 28-1-3.1-2Authority of department to take possession of business and property; conditions; duties of department

     Sec. 2. (a) The department may take possession of the business and property of any financial institution except a consumer finance institution licensed to make supervised or regulated loans under IC 24-4.5, whenever it appears to the department that the financial institution:

(1) is insolvent or in imminent danger of insolvency;

(2) is in an unsafe or unsound condition;

(3) has refused to pay its deposits or obligations in accordance with the terms under which those deposits or obligations were incurred;

(4) has refused to submit its records and affairs for inspection or examination by the department or federal authorities;

(5) has violated any court order, statute, rule, or regulation of the department or its articles of incorporation and that continued control of its own affairs threatens injury to the public, the financial community, its depositors, or other creditors;

(6) requests through its board of directors that the department take possession for the benefit of depositors, other creditors, shareholders, or other persons;

(7) has an impairment of its capital (the capital of a bank or trust company shall, for the purpose of this subdivision, be considered to be unimpaired so long as the sound value of its assets over and above its liabilities, exclusive of liabilities for capital notes, debentures, and capital stock, as determined by the department, equals or exceeds the minimum capital or capital stock required by the department for a bank or trust company);

(8) has neglected or refused, for a period of thirty (30) days, to comply with the terms of a duly issued order of the department, essential to preserve the solvency of the financial institution;

(9) has failed to pay the fees charged by the department under IC 28-11-3-5 after due notice of the amount of the fee has been given;

(10) has breached a fiduciary duty under IC 30-4-3-6; or

(11) has violated IC 30-4-3-7 in a way that has caused or may cause harm to fiduciary accounts.

     (b) When the department makes a determination to take possession of the business and property of a financial institution under subsection (a), the department shall:

(1) make a finding to that effect and enter that finding on the records of the proceedings of the department; and

(2) cause a certified copy of the finding to be served on the president or other executive officer actively in charge of the financial institution and demand possession of the business, property, and records of the financial institution from the officer. The financial institution shall immediately surrender the possession to the department.

     (c) The department or its receiver is not required to become the owner of any property to fulfill the liquidation requirements of this chapter.

As added by P.L.141-1984, SEC.2. Amended by P.L.33-1991, SEC.9; P.L.262-1995, SEC.4.

 

IC 28-1-3.1-3Holding business and property until liquidation of affairs

     Sec. 3. (a) When the department has taken possession of the business and property of a financial institution under the provisions of section 2 of this chapter, the department shall hold possession of the business and property until the affairs of the institution have been finally liquidated as provided in this chapter, unless the financial institution has undertaken the voluntary liquidation of its affairs under IC 28-1-9.

     (b) If a corporate fiduciary is to be liquidated, the department may appoint an agent from within or outside the department to temporarily conduct the affairs of the corporate fiduciary until a receiver is appointed. The agent may be required to give bond and shall be paid reasonable compensation by the corporate fiduciary being liquidated.

As added by P.L.141-1984, SEC.2. Amended by P.L.262-1995, SEC.5.

 

IC 28-1-3.1-4Notice; entry of cause; hearing; record; rights and liabilities of persons interested; Federal Deposit Insurance Corporation as receiver

     Sec. 4. (a) Immediately upon the taking possession of the business and property of any financial institution under section 2 of this chapter, the department shall give notice by:

(1) posting the notice at the main entrance of the principal office of the financial institution;

(2) causing the notice to be served upon the president or other executive officer actively in charge of the business of the financial institution; and

(3) filing the notice in the office of the circuit court, superior court, or probate court in the county where the principal office of the financial institution is located.

     (b) Upon the filing of the notice under subsection (a), the clerk shall:

(1) note the filing of the notice upon the records of the receivership court; and

(2) enter the cause as a civil action upon the dockets of the court under the name and style of "In the matter of the liquidation of ___________" (inserting the name of the financial institution).

     (c) The receivership court may hear and determine all issues and matters pertaining to or connected with the liquidation of the financial institution, including:

(1) the amount of the compensation and necessary expenses of any special representative, assistant, accountant, agent, or attorney employed by the department, or the receiver appointed by the department, as set forth in this chapter; and

(2) all papers and pleadings pertaining to the liquidation proceedings.

     (d) All entries, orders, judgments, and decrees of the receivership court in connection with the liquidation proceedings shall be filed and entered of record in the cause of action.

     (e) The rights and liabilities of a financial institution and of its creditors, depositors, shareholders, and all other persons interested in its estate shall, unless otherwise directed by the court, be fixed as of the date of the filing of the notice of possession with the receivership court. In the case of mutual debts or mutual credits of equal priority between the financial institution and another person, the credits and debts shall be set off and the balance only shall be allowed or paid. The right to set off shall be determined as of the date of the filing of the notice of possession of the financial institution under subsection (a).

     (f) Notwithstanding this section, if the Federal Deposit Insurance Corporation is appointed receiver of a financial institution, subsections (a)(3), (b), (c), and (d) do not apply, and applicable federal law governs the receivership.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.99; P.L.84-2016, SEC.120.

 

IC 28-1-3.1-5Receiver; appointment; vesting of title to all assets and right to terminate affairs of institution; liens or claims against property

     Sec. 5. (a) The department may appoint the receiver of the closed financial institution. Unless the receiver is the Federal Deposit Insurance Corporation, the department, upon acceptance of the appointment of a receiver, shall make immediate application to the receivership court for confirmation of the receiver. The receivership court shall approve the department's application if it finds that to do so would be in the public interest. The application may be acted on by the receivership court without any notice except that provided in section 4 of this chapter. The receiver shall give a bond the director considers appropriate. However, a federal deposit insurance agency shall not be required to post any bond. If the receiver is not a federal deposit insurance agency, the director may agree to reasonable compensation for the receiver.

     (b) Upon appointment as receiver, title to all assets of the financial institution vest in the receiver without the execution of any instruments of conveyance, assignment, transfer, or endorsement. If no other receiver is appointed as provided in this chapter, the department shall act as receiver and has all of the powers and duties of a receiver as provided in this chapter.

     (c) Except as otherwise provided, the sole and exclusive right to liquidate and terminate the affairs of any financial institution is vested in the receiver appointed under this section, and except as otherwise provided by law, no other receiver, assignee, trustee, or liquidating agent shall be appointed by any court or any other person.

     (d) After the department has taken possession of the business and property for any financial institution, no suit, action, or other proceeding at law or in equity shall be commenced or prosecuted against the financial institution upon any debt, obligation, claim, or demand.

     (e) No person, firm, limited liability company, corporation, or other entity holding any of the property or credits of the financial institution shall have any lien or charge against the property or credits for any payment, advance, or clearance made after the department has taken possession. A lien shall not attach to any of the assets or property of the financial institution by reason of the entry of any judgment recovered against the institution after the department has taken possession of its business and property and while the possession continues.

     (f) A receiver appointed to liquidate a corporate fiduciary must have sufficient experience in fiduciary matters.

As added by P.L.141-1984, SEC.2. Amended by P.L.8-1993, SEC.438; P.L.262-1995, SEC.6; P.L.35-2010, SEC.100.

 

IC 28-1-3.1-6Receiver; authority

     Sec. 6. The receiver of a closed financial institution may do the following:

(1) Take possession of all books, records, and assets of the financial institution.

(2) Collect all debts, claims, and judgments belonging to the financial institution and do such other acts as are necessary to preserve and liquidate its assets.

(3) Execute in the name of the financial institution any instrument necessary or proper to effectuate its powers or perform its duties as receiver.

(4) Initiate, pursue, and defend litigation involving any right, claim, interest, or liability of the financial institution.

(5) Exercise any and all fiduciary functions of the financial institution as of the date of appointment as receiver.

(6) Borrow money as necessary in the liquidation of the financial institution and secure the borrowings by the pledge or mortgage of assets.

(7) Abandon or convey title to any holder of a mortgage, security deed, security interest, or lien against property in which the financial institution has an interest whenever the receiver determines that to continue to claim that interest is burdensome and of no advantage to the financial institution, its depositors, creditors, or shareholders.

(8) Subject to the approval of the receivership court:

(A) sell any and all real and personal property to compromise any debt, claim, or judgment due to the financial institution and discontinue any action or other proceeding pending; or

(B) pay off all mortgages, securities deeds, security agreements, and liens upon any real or personal property belonging to the financial institution and purchase at a judicial sale or at a sale authorized by court order, any real or personal property in order to protect the financial institution's equity in that property.

(9) If, at the time of liquidation, a closed financial institution holds property in trust for an individual or a corporation under or by virtue of a trust instrument, the administration of the property must be handled in the manner set forth in IC 28-1-9-7.

Notwithstanding this section, when the Federal Deposit Insurance Corporation is appointed receiver of a financial institution, subdivision (8) does not apply.

As added by P.L.141-1984, SEC.2. Amended by P.L.42-1993, SEC.23; P.L.262-1995, SEC.7; P.L.35-2010, SEC.101.

 

IC 28-1-3.1-7Receiver's authority to sell assets; borrowing of money for deposit liabilities

     Sec. 7. The receiver may, with ex parte approval of the receivership court, sell all or any part of the financial institution's assets to another state or federally chartered financial institution or to a federal deposit insurance agency acting in its corporate capacity. The Federal Deposit Insurance Corporation is not required to seek ex parte approval of the receivership court. The receiver may also borrow from a federal deposit insurance agency any amount necessary to facilitate the assumption of deposit liabilities by a newly chartered or existing state or federally chartered financial institution, assigning any part or all of the assets of the financial institution as security for the loan.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.102.

 

IC 28-1-3.1-8Claims; presentation; notice; rejection

     Sec. 8. (a) All parties having claims against the closed financial institution shall present their claims supported by proof to the receiver within one hundred eighty (180) days after the department has taken possession.

     (b) The receiver shall cause notice of the claims procedure prescribed by this section to be:

(1) published once a week for twelve (12) consecutive weeks in a newspaper of general circulation published in the county in which the receivership court is located; and

(2) mailed to each person whose name appears as a creditor upon books of the financial institution at the person's last address of record.

     (c) Within one hundred eighty (180) days following receipt of claim, the receiver shall notify in writing any claimant whose claim has been rejected. Notice is effective when mailed. Any claimant whose claim has been rejected by the receiver may petition the receivership court for a hearing on the claim within sixty (60) days from the date the claim is rejected.

     (d) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.103.

 

IC 28-1-3.1-9Late claims

     Sec. 9. Any claims filed after the one hundred eighty (180) day claim period prescribed by section 8 of this chapter and subsequently accepted by the receiver or allowed by the receivership court shall be entitled to share in the distribution of assets only to the extent of the undistributed assets in the hands of the receiver on the date the claims are accepted or allowed. If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.104.

 

IC 28-1-3.1-10Repealed

As added by P.L.141-1984, SEC.2. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-3.1-10.1Payment of claims; order

     Sec. 10.1. (a) All claims against the financial institution that are proved to the satisfaction of the receiver or approved by the receivership court shall be paid in the following order:

(1) Claims of persons referred to in IC 28-1-12-6 as having preference and priority.

(2) Administration expenses of the liquidation, including the following:

(A) Court costs.

(B) Compensation and actual expenses incurred by the department or the receiver in order to facilitate the liquidation.

(C) Compensation of each regular officer or employee of the receiver for the time actually devoted by the officer or employee to the liquidation of the financial institution at an amount not to exceed the compensation paid to the officer or employee for the performance of the regular duties of the officer or employee.

(D) Actual expenses of each regular officer or employee of the receiver that are necessarily incurred in the performance of the duties of the officer or employee in the liquidation.

(E) Compensation and expenses of any special representative, assistant, accountant, agent, or attorney employed by the receiver.

(F) The reasonable general overhead expenses that are incurred by the department or the receiver in the liquidation of the affairs of the financial institution.

(3) Claims given priority under other provisions of state or federal law.

(4) Deposit obligations.

(5) Other general liabilities.

(6) Debt subordinated to the claims of general creditors.

(7) Equity capital securities.

     (b) Interest may not be paid on any claim until the full principal amount of every claim within the same class has been paid.

     (c) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.262-1995, SEC.8. Amended by P.L.35-2010, SEC.105.

 

IC 28-1-3.1-11Rejection of executory contracts and leases

     Sec. 11. (a) Within one hundred eighty (180) days of the date that the department has taken possession, the receiver may, at his election, reject:

(1) any executory contract to which the closed financial institution is a party without any further liability to the closed financial institution or the receiver; or

(2) any obligation of the financial institution as a lessee of real or personal property.

The receiver's election to reject a lease shall create no claim for rent other than rent accrued to the date of termination or for actual damages, if any, for the termination not to exceed the equivalent of payment of rent for six (6) months.

     (b) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.106.

 

IC 28-1-3.1-12Federal deposit insurance; payments of deposit liabilities; subrogation

     Sec. 12. Whenever a federal deposit insurance agency pays or makes available for payment the insured deposit liabilities of a closed financial institution, the federal deposit insurance agency, whether or not it acts as receiver, shall be subrogated by operation of law to all rights against the closed financial institutions of each owner of a claim for deposit so paid by the federal deposit insurance agency to the extent necessary to enable the federal deposit insurance agency, under federal law, to make insurance payments available to depositors of closed financial institutions.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-13Successor to closed financial institution's fiduciary duties; appointment; powers and duties; notice of appointment to interested parties

     Sec. 13. (a) The receiver, with the approval of the receivership court, may appoint a successor to all rights, obligations, assets, deposits, agreements, and trusts held by the closed financial institution as trustee, administrator, executor, guardian, agent, and all other fiduciary or representative capacities. The successor's duties and obligations begin upon appointment to the same extent binding upon the closed financial institution and as though the successor had originally assumed the duties and obligations. Specifically, the successor shall succeed to and be entitled to administer all trusteeships, administrations, executorships, guardianships, agencies, and all other fiduciary or representative proceedings to which the closed financial institution is named or appointed in wills, whenever probated, or to which it is appointed by any other instrument, court order, or by operation of law.

     (b) This section shall not impair any right of the grantor or beneficiaries of trust assets to secure the appointment of a substituted trustee or manager.

     (c) Within thirty (30) days after appointment, the successor shall give written notice, insofar as practical, to all interested parties named in:

(1) the books and records of the closed financial institution; or

(2) trust documents held by it;

that the successor has been appointed in accordance with applicable law.

     (d) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.107.

 

IC 28-1-3.1-14Personal property left in possession of closed financial institution; appearances, claims, and disposition

     Sec. 14. (a) The receiver shall cause notice to be mailed to:

(1) the owners of any personal property left in the possession of a closed financial institution for safekeeping or as bailee or depository for hire;

(2) all lessees; and

(3) other persons in possession of any safe deposit box, vault, or locker;

requiring those persons to appear and assert their claims to the property within sixty (60) days from the date of the notice. Within that time, the owner or owners of the property may appear and assert their claims to the property. Subject to approval of the receivership court, the receiver shall make the agreements or arrangements as may be necessary for the disposition of the property and the contents of the safe deposit boxes, vaults, or lockers and the termination of any leases or other contracts relating to the property.

     (b) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.108.

 

IC 28-1-3.1-15Actions to enforce rights, demands, or claims vested in financial institution, shareholders, or creditors

     Sec. 15. The receiver may, within ten (10) years after any cause of action has accrued against any of the directors, trustees, officers, owners, or employees of any closed financial institution, institute and maintain, in the name of the receiver, any action or proceeding for the enforcement of any right, demand, or claim that is vested in the financial institution or in the shareholders or creditors of the financial institution.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-16Articles of dissolution; contents; Federal Deposit Insurance Corporation as receiver; authority of department to act

     Sec. 16. (a) When the proceedings described in this chapter have been completed, the receiver shall execute and file, in the manner provided in this section, articles of dissolution, setting forth the following information:

(1) The name of the financial institution.

(2) The place where its principal office is located.

(3) The names and addresses of the directors and officers of the financial institution at the time when the liquidation proceedings were begun.

(4) A brief summary of the aggregate amount of general claims finally allowed against the financial institution, the aggregate amount of claims allowed as preferred, and the aggregate amount of all other claims against the financial institution, together with a statement of the aggregate payments made on each of the groups of claims and with a reference to:

(A) the orders of the receiver or the receivership court authorizing those payments; and

(B) the current reports wherein a report of the payments so ordered is made;

as of the date of the taking possession of the financial institution by the department.

(5) A brief summary of the aggregate amount of payments made to the shareholders of the financial institution, whether of money or other property, and a reference to the orders of the receiver or the receivership court authorizing the payments and to the current reports wherein the report of the payment is made.

     (b) If the Federal Deposit Insurance Corporation is the receiver, the following apply:

(1) Compliance with this section is not required.

(2) The department:

(A) may file the articles of dissolution; and

(B) may take all actions necessary to complete the dissolution of the financial institution.

As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.109.

 

IC 28-1-3.1-17Articles of dissolution; execution; presentation; fee

     Sec. 17. The articles of dissolution shall be executed in triplicate and shall be presented in triplicate to the secretary of state at his office (as provided in section 18 of this chapter) accompanied by the fees prescribed by law.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-18Articles of dissolution; duties of secretary of state

     Sec. 18. Upon presentation of the articles of dissolution as provided in section 17 of this chapter, the secretary of state shall:

(1) endorse his approval upon each of the triplicate copies of the articles if he finds that they conform to law;

(2) when all fees have been paid as required by law:

(A) file one (1) copy of the articles in his office;

(B) issue a certificate of dissolution to the department; and

(C) return the certificate of dissolution to the department, together with two (2) copies of the articles of dissolution bearing the endorsement of his approval.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-19Articles of dissolution; filing with county recorder

     Sec. 19. The department shall file for record with the county recorder of the county where the principal office of the financial institution is located one (1) of the triplicate copies of the articles of dissolution bearing the endorsement of the approval of the secretary of state as provided in section 18 of this chapter.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-20Dissolution and cessation of existence

     Sec. 20. Upon the issuance of the certificate of dissolution and the recording of the articles of dissolution, as provided in section 19 of this chapter, the financial institution shall be dissolved and its existence shall cease.

As added by P.L.141-1984, SEC.2.

 

IC 28-1-3.1-21Troubled or insolvent financial institutions; federal supervisory agencies; department's authority to approve transactions

     Sec. 21. Whenever a federal supervisory agency is bidding, consolidating, merging, selling, or otherwise resolving or disposing of a troubled, an insolvent, or an imminently insolvent financial institution, the director of the department may approve any transaction, including the purchase of assets, the assumption of liabilities, a merger, or the formation of a new financial institution, if the transaction requires the approval of the department.

As added by P.L.42-1993, SEC.24. Amended by P.L.11-1998, SEC.1; P.L.35-2010, SEC.110.

 

IC 28-1-4Chapter 4. Formation of Banks, Trust Companies, and Building and Loan Associations
           28-1-4-1Repealed
           28-1-4-2Repealed
           28-1-4-3Repealed
           28-1-4-4Repealed
           28-1-4-5Repealed
           28-1-4-6Repealed
           28-1-4-7Repealed
           28-1-4-8Repealed
           28-1-4-9Repealed
           28-1-4-10Repealed
           28-1-4-11Repealed
           28-1-4-12Repealed
           28-1-4-13Repealed
           28-1-4-14Repealed
           28-1-4-15Repealed
           28-1-4-16Repealed
           28-1-4-17Repealed

 

IC 28-1-4-1Repealed

Formerly: Acts 1933, c.40, s.72; Acts 1973, P.L.270, SEC.3. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-2Repealed

Formerly: Acts 1933, c.40, s.73. As amended by P.L.263-1985, SEC.11. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-3Repealed

Formerly: Acts 1933, c.40, s.74. As amended by P.L.263-1985, SEC.12. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-4Repealed

Formerly: Acts 1933, c.40, s.75. As amended by P.L.263-1985, SEC.13. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-5Repealed

Formerly: Acts 1933, c.40, s.76; Acts 1965, c.114, s.1; Acts 1967, c.260, s.7. As amended by P.L.263-1985, SEC.14. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-6Repealed

Formerly: Acts 1933, c.40, s.77; Acts 1971, P.L.394, SEC.20. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-7Repealed

Formerly: Acts 1933, c.40, s.78; Acts 1955, c.94, s.2. As amended by P.L.265-1985, SEC.1. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-8Repealed

Formerly: Acts 1933, c.40, s.79; Acts 1971, P.L.394, SEC.21. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-9Repealed

Formerly: Acts 1933, c.40, s.80. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-10Repealed

Formerly: Acts 1933, c.40, s.81. As amended by P.L.263-1985, SEC.15. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-11Repealed

Formerly: Acts 1933, c.40, s.82; Acts 1949, c.111, s.1; Acts 1971, P.L.394, SEC.22. As amended by P.L.142-1984, SEC.1; P.L.33-1991, SEC.10. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-12Repealed

Formerly: Acts 1933, c.40, s.83; Acts 1949, c.163, s.1; Acts 1967, c.260, s.8. As amended by P.L.238-1983, SEC.4; P.L.149-1986, SEC.61; P.L.33-1991, SEC.11. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-4-13Repealed

Formerly: Acts 1933, c.40, s.84; Acts 1941, c.54, s.1; Acts 1963(ss), c.6, s.1; Acts 1965, c.356, s.24; Acts 1967, c.295, s.1. As amended by P.L.263-1985, SEC.16; P.L.164-1988, SEC.2. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-14Repealed

Formerly: Acts 1933, c.40, s.85. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-15Repealed

Formerly: Acts 1933, c.40, s.86. As amended by P.L.263-1985, SEC.17. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-16Repealed

Formerly: Acts 1933, c.40, s.87. As amended by P.L.263-1985, SEC.18. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-4-17Repealed

Formerly: Acts 1933, c.40, s.88. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally
           28-1-5-1"Corporation" and "shareholder" defined
           28-1-5-2Corporate capacity and authority; general rights, powers, and privileges; authority to purchase and hold life insurance
           28-1-5-3Principal office; change of location
           28-1-5-4Repealed
           28-1-5-5Repealed
           28-1-5-6Repealed
           28-1-5-7Repealed
           28-1-5-8Repealed
           28-1-5-8.5Shareholders' derivative proceedings; procedure
           28-1-5-9Repealed
           28-1-5-10Repealed
           28-1-5-11Repealed
           28-1-5-11.5Repealed
           28-1-5-11.7Repealed
           28-1-5-12Repealed
           28-1-5-13Repealed
           28-1-5-14Repealed
           28-1-5-15Books of accounts; minutes; stock transfer book
           28-1-5-16Requirement to provide property tax information in certain transactions

 

IC 28-1-5-1"Corporation" and "shareholder" defined

     Sec. 1. (a) As used in this chapter, "corporation" means a bank, trust company, or savings association organized or reorganized under the provisions of this article and any bank of discount and deposit, loan and trust and safe deposit company, trust company, or savings association.

     (b) As used in this chapter, "shareholder" means a person who is a holder of record of shares of stock in a corporation, including a member of a share account association or a deposit association, as those terms are defined in IC 28-15-1.

Formerly: Acts 1933, c.40, s.89. As amended by P.L.263-1985, SEC.19; P.L.266-1987, SEC.7; P.L.14-1992, SEC.66; P.L.79-1998, SEC.35.

 

IC 28-1-5-2Corporate capacity and authority; general rights, powers, and privileges; authority to purchase and hold life insurance

     Sec. 2. (a) Every corporation has the capacity to act that is possessed by a natural person, but has the authority to perform only those acts that are necessary, convenient, or expedient to accomplish the purposes for which it is formed and that are not repugnant to law.

     (b) Subject to any limitations or restrictions imposed by law or by the articles of incorporation, each corporation has the following general rights, powers, and privileges:

(1) To continue as a corporation, under its corporate name, for the period limited in its articles of incorporation, or, if the period is not so limited, then perpetually.

(2) To sue and be sued in its corporate name.

(3) To have a corporate seal and to alter such seal at its pleasure.

(4) To acquire, own, hold, use, lease, mortgage, pledge, sell, convey, or otherwise dispose of property, real and personal, tangible and intangible, in the manner and to the extent hereinafter provided.

(5) To borrow money and to mortgage or pledge its property to secure the payment thereof, in the manner and to the extent hereinafter provided; but no financial institution having power to accept deposits of money shall pledge any of the assets of such financial institution as security for the safekeeping and prompt payment of any money so deposited, except that any such financial institution may, for the safekeeping and prompt payment of any money so deposited, give security of the kind authorized by any statute of this state or by the Congress of the United States. Notwithstanding this subdivision, a financial institution may receive deposits of state and federal public funds and may pledge securities or other assets for the repayment of deposits if the pledge is permitted by applicable law or regulation.

(6) To conduct business in this state and elsewhere.

(7) To appoint such officers and agents as the business of the corporation may require and to do the following with respect to any officers or agents appointed:

(A) Define their duties.

(B) Fix their compensation, which may include compensation paid pursuant to any plan of deferred compensation approved by the corporation's board of directors.

(C) Enter into employment contracts with the corporation's officers and agents which set forth terms and conditions of employment.

(D) Provide the corporation's officers, agents, and employees with individual or group life insurance.

(E) Procure and maintain in effect for the benefit of the bank, insurance on the life or lives of designated officers or directors.

(8) To make bylaws for the government and regulation of its affairs.

(9) To cease doing business and to dissolve and surrender its corporate franchise.

(10) To do all acts and things necessary, convenient, or expedient to carry out the purposes for which it is formed.

     (c) Subject to any limitations or restrictions that the department or a federal regulator may impose by regulation, rule, policy, or guidance, each corporation may purchase and hold life insurance as follows:

(1) Life insurance purchased or held in connection with employee compensation or benefit plans approved by the corporation's board of directors.

(2) Life insurance purchased or held to recover the cost of providing preretirement or postretirement employee benefits approved by the corporation's board of directors.

(3) Life insurance on the lives of borrowers.

(4) Life insurance held as security for a loan.

(5) Life insurance that a national bank may purchase or hold under 12 U.S.C. 24 (Seventh).

Formerly: Acts 1933, c.40, s.90; Acts 1937, c.33, s.10; Acts 1963, c.179, s.1; Acts 1969, c.280, s.2; Acts 1971, P.L.394, SEC.23; Acts 1974, P.L.128, SEC.2. As amended by P.L.266-1987, SEC.8; P.L.10-2006, SEC.29 and P.L.57-2006, SEC.29; P.L.35-2010, SEC.111; P.L.27-2012, SEC.37.

 

IC 28-1-5-3Principal office; change of location

     Sec. 3. Every corporation shall maintain an office or place of business in this state, which shall be known as the "principal office", and which shall be located in a county in which the corporation conducts business. The post office address of the principal office shall be stated in the original articles of incorporation, at the time of the incorporation. Thereafter, the location of the principal office may be changed at any time or from time to time when authorized by the board of directors and approved by the department, by filing with the secretary of state on or before the day on which the change is to take effect, a certificate signed by the president or a vice president and by the secretary or cashier of the corporation and verified by one of the officers signing the certificate, stating the change to be made and reciting that the change is made pursuant to authorization by the board of directors.

Formerly: Acts 1933, c.40, s.91. As amended by P.L.33-1991, SEC.12.

 

IC 28-1-5-4Repealed

Formerly: Acts 1933, c.40, s.92. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-5Repealed

Formerly: Acts 1933, c.40, s.93; Acts 1949, c.111, s.2. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-6Repealed

Formerly: Acts 1933, c.40, s.94. As amended by P.L.263-1985, SEC.20. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-7Repealed

Formerly: Acts 1933, c.40, s.95; Acts 1935, c.5, s.17; Acts 1965, c.356, s.1; Acts 1967, c.115, s.1; Acts 1975, P.L.285, SEC.1. As amended by P.L.36-1987, SEC.3. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-8Repealed

Formerly: Acts 1933, c.40, s.96; Acts 1937, c.33, s.11; Acts 1965, c.356, s.2. As amended by P.L.238-1983, SEC.5. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-8.5Shareholders' derivative proceedings; procedure

     Sec. 8.5. (a) A person may not commence a proceeding in the right of a corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. The derivative proceeding may not be maintained if it appears that the person commencing the proceeding does not fairly and adequately represent the interests of the shareholders in enforcing the right of the corporation.

     (b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors, and either that the demand was refused or ignored or why the shareholder did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint (including an investigation commenced under subsection (d)), the court may stay any proceeding until the investigation is completed.

     (c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including attorney's fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

     (d) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of three (3) or more disinterested directors or other disinterested persons to determine:

(1) whether the corporation has a legal or equitable right or remedy; and

(2) whether it is in the best interests of the corporation to pursue that right or remedy, if any, or to dismiss a proceeding that seeks to assert that right or remedy on behalf of the corporation.

     (e) In making a determination under subsection (d), the committee is not subject to the direction or control of or termination by the board. A vacancy on the committee may be filled by the majority of the remaining members by selection of another disinterested director or other disinterested person.

     (f) If the committee determines that pursuit of a right or remedy through a derivative proceeding or otherwise is not in the best interests of the corporation, the merits of that determination shall be presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to such right or remedy, unless such shareholder can demonstrate that:

(1) the committee was not disinterested, as described in subsection (g); or

(2) the committee's determination was not made after an investigation conducted in good faith.

     (g) For purposes of this section, a director or other person is disinterested if the director or other person:

(1) has not been made a party to a derivative proceeding seeking to assert the right or remedy in question, or has been made a party but only on the basis of a frivolous or insubstantial claim or for the sole purpose of seeking to disqualify the director or other person from serving on the committee;

(2) is able under the circumstances to render a determination in the best interests of the corporation; and

(3) is not an officer, employee, or agent of the corporation or of a related corporation. However, an officer, employee, or agent of the corporation or a related corporation who meets the standards of subdivisions (1) through (2) shall be considered disinterested in any case in which the right or remedy under scrutiny is not assertable against a director or officer of the corporation or the related corporation.

     (h) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.

As added by P.L.266-1987, SEC.9.

 

IC 28-1-5-9Repealed

Formerly: Acts 1933, c.40, s.97; Acts 1971, P.L.394, SEC.24. As amended by P.L.238-1983, SEC.6; P.L.36-1987, SEC.4; P.L.3-1990, SEC.100. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-10Repealed

Formerly: Acts 1933, c.40, s.98; Acts 1935, c.5, s.18; Acts 1971, P.L.394, SEC.25. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-11Repealed

Formerly: Acts 1933, c.40, s.99; Acts 1937, c.33, s.12; Acts 1975, P.L.284, SEC.2. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-11.5Repealed

As added by P.L.266-1987, SEC.10. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-5-11.7Repealed

As added by P.L.256-1989, SEC.1. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-5-12Repealed

Formerly: Acts 1933, c.40, s.100. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-13Repealed

Formerly: Acts 1933, c.40, s.101; Acts 1935, c.5, s.19; Acts 1965, c.356, s.3; Acts 1971, P.L.394, SEC.26. As amended by P.L.276-1987, SEC.1. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-5-14Repealed

Formerly: Acts 1933, c.40, s.101a; Acts 1965, c.356, s.22. Repealed by P.L.143-1984, SEC.1.

 

IC 28-1-5-15Books of accounts; minutes; stock transfer book

     Sec. 15. Every corporation shall keep correct and complete books of accounts and minutes of the proceedings of its shareholders, directors, executives and/or finance committees, and it shall likewise keep, at its principal office, an original or a duplicate stock transfer book and/or records giving the names and addresses of all shareholders and the number of shares held by each.

Formerly: Acts 1933, c.40, s.102; Acts 1935, c.5, s.20.

 

IC 28-1-5-16Requirement to provide property tax information in certain transactions

     Sec. 16. With respect to a residential real property financing or refinancing, a corporation shall comply with IC 6-1.1-12-43.

As added by P.L.64-2004, SEC.29.

 

IC 28-1-5.5Chapter 5.5. Repealed

Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-6Chapter 6. Repealed

Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-7Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations
           28-1-7-0.5Approval of department not required
           28-1-7-1"Corporation", "shareholder"; authority to merge or consolidate; transactions involving savings banks; merger or consolidation of corporation and affiliate
           28-1-7-2Manner of effecting merger
           28-1-7-3Resolution of approving agreement; direction for submission to vote of shareholders
           28-1-7-4Merger; submission of resolutions and joint agreement to department; approval or disapproval
           28-1-7-5Submission of merger agreement; vote required
           28-1-7-6Notice of adoption of agreement and approval by department
           28-1-7-7Repealed
           28-1-7-8Execution of merger agreement; administrative approval; abandonment of planned merger
           28-1-7-9Execution and filing articles of merger
           28-1-7-10Articles of merger; approval by secretary of state; issuance of certificate of merger
           28-1-7-11Consolidation; resolution approving joint agreements; contents
           28-1-7-12Consolidation; submission of resolutions and joint agreement to department; approval or disapproval
           28-1-7-13Shareholders' votes on consolidation agreements
           28-1-7-14Repealed
           28-1-7-15Execution of agreement
           28-1-7-16Execution and filing articles of consolidation
           28-1-7-17Secretary of state; approval of articles of consolidation; issuance of certificates of consolidation and incorporation
           28-1-7-18Effective date of merger or consolidation
           28-1-7-19Effect of merger or consolidation upon corporate structures, powers, privileges, and obligations
           28-1-7-20Recording articles of merger or consolidation
           28-1-7-21Dissenters' rights; notice; method of asserting rights; payment for shareholder's shares; withdrawal of demand; determination of value; submission of certificates
           28-1-7-22Effect of merger or consolidation upon fiduciary status of party
           28-1-7-23Effect of merger or consolidation upon letters of administration or letters testamentary
           28-1-7-24Repealed
           28-1-7-25Savings banks; request for order to merge, consolidate, or join with acquiring bank or trust company; requirements

 

IC 28-1-7-0.5Approval of department not required

     Sec. 0.5. The approval of the department of an:

(1) agreement of merger; or

(2) agreement of consolidation;

is not required under this chapter if the corporation surviving the merger or consolidation is an institution organized or reorganized under the laws of the United States or a state (as defined in IC 28-2-17-19) other than Indiana.

As added by P.L.122-1994, SEC.41. Amended by P.L.171-1996, SEC.2.

 

IC 28-1-7-1"Corporation", "shareholder"; authority to merge or consolidate; transactions involving savings banks; merger or consolidation of corporation and affiliate

     Sec. 1. (a) As used in this chapter, "corporation" means:

(1) a bank;

(2) a trust company;

(3) a corporate fiduciary;

(4) a savings bank organized, reorganized, or formed as a result of a conversion after December 31, 1992;

(5) a savings association; or

(6) an industrial loan and investment company that maintains federal deposit insurance.

     (b) As used in this chapter, "shareholder", with respect to a:

(1) mutual savings bank; or

(2) mutual savings association;

refers to a member of the mutual savings bank or mutual savings association.

     (c) Any two (2) or more corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or of the United States may merge into one (1) of such corporations, or may consolidate into a new corporation, to be organized under IC 28-12, by complying with the provisions of this chapter.

     (d) A savings bank organized before January 1, 1993, may under section 25 of this chapter merge, consolidate, or join together with a bank or trust company. Except as provided in section 25 of this chapter, all other provisions of this chapter apply to the merger, consolidation, or joining together.

     (e) A corporation organized or reorganized under the laws of a state (as defined in IC 28-2-17-19) or of the United States may merge or consolidate with one (1) or more of its affiliates (as defined in IC 28-1-18.2-1) by complying with all the provisions of this chapter. In effecting a merger or consolidation between a corporation and an affiliate, this chapter applies as if the affiliate were a corporation except that a noncorporation survivor of a merger or consolidation does not retain powers of the corporation.

Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23. As amended by P.L.263-1983, SEC.1; P.L.122-1994, SEC.42; P.L.262-1995, SEC.9; P.L.171-1996, SEC.3; P.L.192-1997, SEC.2; P.L.79-1998, SEC.36; P.L.35-2010, SEC.112; P.L.27-2012, SEC.38; P.L.13-2013, SEC.71.

 

IC 28-1-7-2Manner of effecting merger

     Sec. 2. The merger of any two (2) or more corporations shall be effected in the following manner. The board of directors of each corporation shall, by a resolution, approve a joint agreement of merger setting forth the following:

(a) The names of the corporations proposing to merge, and the name of the corporation into which such corporations propose to merge.

(b) The terms and conditions of the proposed merger.

(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the surviving corporation, or, in whole or in part, into cash, property, shares, or other securities or obligations of any other corporation.

(d) A restatement of such provisions of the articles of incorporation of the surviving corporation as may be deemed necessary.

(e) Such other provisions with respect to the proposed merger as may be deemed necessary.

Formerly: Acts 1933, c.40, s.115. As amended by Acts 1979, P.L.257, SEC.1; P.L.141-1984, SEC.3; P.L.122-1994, SEC.43.

 

IC 28-1-7-3Resolution of approving agreement; direction for submission to vote of shareholders

     Sec. 3. The resolutions of the boards of directors shall direct that the agreement be submitted to a vote of the shareholders of the corporations at an annual or a special meeting. If the meeting is to be an annual meeting, notice of the submission of the agreement shall be included in the notice of the annual meeting. If the meeting is a special meeting, the special meeting shall be called by the resolution designating the meeting, and notice of the meeting shall be given at the time and in the manner provided in IC 28-13-5-8. A copy of the proposed agreement of merger shall be included with the notice of the annual or special meeting.

Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4. As amended by P.L.263-1985, SEC.26; P.L.14-1992, SEC.67; P.L.122-1994, SEC.44.

 

IC 28-1-7-4Merger; submission of resolutions and joint agreement to department; approval or disapproval

     Sec. 4. (a) After the resolutions approving a joint agreement of merger have been adopted by the board of directors of each of the corporations, such resolutions and joint agreement shall be submitted for approval by the department. Subject to any approvals required under federal law, the department may, in its discretion, approve or disapprove the resolution and joint agreement.

     (b) In deciding whether to approve or disapprove a resolution and joint agreement under this section, the department shall consider the following factors:

(1) Whether the institution resulting from the proposed transaction will be operated in a safe, sound, and prudent manner.

(2) Whether the financial condition of any institution subject to the proposed transaction will jeopardize the financial stability of any other institutions subject to the proposed transaction.

(3) Whether the proposed transaction under this chapter will result in an institution that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(4) Whether the proposed transaction, in the department's judgment and considering the available information under the prevailing circumstances, will result in an institution that is more favorable to the stakeholders than if the entities were to remain separate.

(5) Whether the management or other principals of the institution that will result from the proposed transaction under this chapter are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution.

(6) Whether the institutions subject to the proposed transaction under this chapter furnish all the information the department requires in reaching the department's decision.

Formerly: Acts 1933, c.40, s.117. As amended by P.L.263-1985, SEC.27; P.L.14-1992, SEC.68; P.L.122-1994, SEC.45; P.L.171-1996, SEC.4; P.L.90-2008, SEC.21; P.L.35-2010, SEC.113; P.L.27-2012, SEC.39; P.L.73-2016, SEC.15.

 

IC 28-1-7-5Submission of merger agreement; vote required

     Sec. 5. The agreement of merger shall be submitted to a vote of the shareholders of each corporation, at the meeting directed by the resolution of the board of directors of each corporation, and the agreement shall be adopted by each corporation upon receiving the affirmative votes of the holders of a majority of the outstanding shares of the capital stock of the corporation. A mutual savings association or mutual savings bank shall adopt the agreement upon receiving the affirmative vote of fifty-one percent (51%) or more of the votes cast at the meeting called to consider such agreement of merger.

Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1. As amended by P.L.122-1994, SEC.46; P.L.79-1998, SEC.37; P.L.90-2008, SEC.22.

 

IC 28-1-7-6Notice of adoption of agreement and approval by department

     Sec. 6. The secretary or cashier of each corporation shall promptly deliver or mail a written or printed notice of the adoption of the agreement and the approval by the department to each shareholder of record.

Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5. As amended by P.L.122-1994, SEC.47.

 

IC 28-1-7-7Repealed

Formerly: Acts 1933, c.40, s.120; Acts 1965, c.356, s.6. As amended by P.L.238-1983, SEC.7. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-7-8Execution of merger agreement; administrative approval; abandonment of planned merger

     Sec. 8. (a) After the adoption of the agreement of merger by the shareholders, the agreement shall be signed on behalf of each corporation by:

(1) its president or a vice president; and

(2) its secretary or cashier.

     (b) If the department considers it to be advisable and in the best interests of the creditors and shareholders of any two (2) or more merging corporations, the corporations may merge by complying with the provisions of this chapter other than sections 3 and 5 of this chapter. However, in a merger under this subsection, waivers of the notice of meetings provided for in sections 3 and 5 of this chapter shall be procured from a majority of the shareholders of each of the merging corporations.

     (c) A proposed merger may be abandoned (subject to contractual rights), without further shareholder action, in accordance with the procedure set forth in the agreement of merger or, if none is set forth, in the manner determined by the board of directors for the corporation that seeks to abandon the merger.

Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7. As amended by P.L.263-1985, SEC.28; P.L.256-1989, SEC.2; P.L.122-1994, SEC.48.

 

IC 28-1-7-9Execution and filing articles of merger

     Sec. 9. (a) After the signing of the agreement of merger under section 8 of this chapter, articles of merger shall be executed and filed in the manner provided in this section, setting forth:

(1) the agreement of merger;

(2) the fact that the merger has been approved by the department;

(3) the signatures of the corporations that are parties to the agreement;

(4) the manner of its adoption; and

(5) the vote by which adopted by each of the corporations.

     (b) The articles of merger shall be signed on behalf of each corporation by its president or a vice president and by its secretary or cashier and shall be acknowledged before a notary public. The articles of merger shall then be filed with the secretary of state.

Formerly: Acts 1933, c.40, s.122. As amended by P.L.263-1985, SEC.29; P.L.122-1994, SEC.49.

 

IC 28-1-7-10Articles of merger; approval by secretary of state; issuance of certificate of merger

     Sec. 10. Upon the filing of the articles of merger, the secretary of state shall:

(1) endorse the approval of the secretary of state upon each of the copies of the articles;

(2) retain one (1) copy of the articles;

(3) issue a certificate of merger; and

(4) return the remaining copies of the approved articles, together with the certificate of merger, to the surviving corporation or its designated agent.

Formerly: Acts 1933, c.40, s.123. As amended by P.L.122-1994, SEC.50.

 

IC 28-1-7-11Consolidation; resolution approving joint agreements; contents

     Sec. 11. The consolidation of any two (2) or more corporations, as authorized in section 1 of this chapter, shall be effected in the following manner. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of such board, approve a joint agreement of consolidation setting forth the following:

(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, hereinafter designated as the new corporation.

(b) The terms and conditions of the proposed consolidation and the manner of carrying such consolidation into effect.

(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the new corporation.

(d) With respect to the new corporation, all of the statements required by IC 28-12-2 to be set forth in original articles of incorporation for corporations formed under this article.

(e) Such other provisions with respect to the proposed consolidation as may be deemed necessary or desirable.

Formerly: Acts 1933, c.40, s.124. As amended by P.L.263-1985, SEC.30; P.L.14-1992, SEC.69.

 

IC 28-1-7-12Consolidation; submission of resolutions and joint agreement to department; approval or disapproval

     Sec. 12. (a) After the resolution approving a joint agreement of consolidation has been adopted by the board of directors of each of the corporations, the resolutions and joint agreement shall be submitted to the department. The department may, in its discretion, approve or disapprove the resolutions and joint agreement.

     (b) In deciding whether to approve or disapprove a transaction under this chapter, the department shall consider the following factors:

(1) Whether the institution resulting from the proposed transaction will be operated in a safe, sound, and prudent manner.

(2) Whether the financial condition of any institution subject to the proposed transaction will jeopardize the financial stability of any other institutions subject to the proposed transaction.

(3) Whether the proposed transaction under this chapter will result in an institution that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(4) Whether the management or other principals of the institution that will result from the proposed transaction under this chapter are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution.

(5) Whether the public convenience and advantage will be served by the resulting institution after the proposed transaction.

(6) Whether the institutions subject to the proposed transaction under this chapter furnish all the information the department requires in reaching the department's decision.

Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24. As amended by P.L.263-1985, SEC.31; P.L.14-1992, SEC.70; P.L.122-1994, SEC.51; P.L.171-1996, SEC.5; P.L.90-2008, SEC.23; P.L.73-2016, SEC.16.

 

IC 28-1-7-13Shareholders' votes on consolidation agreements

     Sec. 13. The agreement of consolidation shall be submitted to a vote of the shareholders of each corporation and shall be adopted upon receiving the same affirmative votes, and the adoption shall be followed by the same notice to shareholders as is prescribed in sections 3, 5, and 6 of this chapter, as if the consolidation were a merger.

Formerly: Acts 1933, c.40, s.126. As amended by P.L.263-1985, SEC.32; P.L.122-1994, SEC.52; P.L.90-2008, SEC.24.

 

IC 28-1-7-14Repealed

Formerly: Acts 1933, c.40, s.127; Acts 1965, c.356, s.8. As amended by P.L.238-1983, SEC.8. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-7-15Execution of agreement

     Sec. 15. Upon the adoption of the agreement of consolidation, the agreement shall be signed as provided in section 8 of this chapter.

Formerly: Acts 1933, c.40, s.128. As amended by P.L.263-1985, SEC.33; P.L.122-1994, SEC.53.

 

IC 28-1-7-16Execution and filing articles of consolidation

     Sec. 16. Upon the execution of the agreement of consolidation by all of the corporations that are parties to the agreement, articles of consolidation shall be executed and filed with the secretary of state. The articles of consolidation must set forth the factors prescribed in section 9 of this chapter as if the consolidation was a merger.

Formerly: Acts 1933, c.40, s.129. As amended by P.L.263-1985, SEC.34; P.L.122-1994, SEC.54.

 

IC 28-1-7-17Secretary of state; approval of articles of consolidation; issuance of certificates of consolidation and incorporation

     Sec. 17. Upon the filing of the articles of consolidation, the secretary of state shall:

(1) endorse the approval of the secretary of state upon each of the copies of the articles;

(2) retain one (1) copy of the articles;

(3) issue a certificate of consolidation and incorporation to the new corporation; and

(4) return the remaining copies of the approved articles of consolidation, together with the certificate of consolidation and incorporation, to the new corporation or to its designated agent.

Formerly: Acts 1933, c.40, s.130. As amended by P.L.122-1994, SEC.55.

 

IC 28-1-7-18Effective date of merger or consolidation

     Sec. 18. Upon the issuance of a certificate of merger or a certificate of consolidation and incorporation by the secretary of state, the merger or consolidation, as the case may be, shall be effected.

Formerly: Acts 1933, c.40, s.131.

 

IC 28-1-7-19Effect of merger or consolidation upon corporate structures, powers, privileges, and obligations

     Sec. 19. When any such merger or consolidation shall have been effected, as provided in this chapter:

(a) the several corporations which are parties to the agreement of merger or of consolidation shall be a single corporation, which shall be:

(1) in case of a merger, the surviving corporation which is a party to the agreement of merger into which it has been agreed that the other corporations which are parties to the agreement shall be merged, which surviving corporation shall survive the merger; or

(2) in case of a consolidation, the new corporation into which it has been agreed that the corporations which are parties to the agreement of consolidation shall be consolidated;

(b) the separate existence of all the corporations which are parties to the agreement of merger or consolidation, except the surviving corporation in the case of a merger, shall cease;

(c) such single corporations shall have all of the rights, privileges, immunities, and powers and shall be subject to all of the duties and liabilities of a corporation organized under IC 28-1-4;

(d) such single corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, powers, and franchises which such corporation would possess if it were organized under the provisions of this article; all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed, and the title to any real estate, or any interest therein, under the laws of this state vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation;

(e) such single corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated, in the same manner and to the same extent as if such single corporation had itself incurred such liabilities and obligations, or contracted therefor, and any claim existing or any action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such single corporation may be substituted in its place; neither the rights of creditors nor any liens upon the property of any of such corporations shall be impaired by such merger or consolidation, but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger or consolidation, unless otherwise provided in the agreement of merger or consolidation and with the consent in writing of the parties affected; and

(f) in case of a merger, the articles of incorporation of the surviving corporation shall be supplanted and superseded to the extent, if any, that any provision or provisions of such articles shall be restated in the agreement of merger as provided by section 2(d) of this chapter, and such articles of incorporation shall be deemed to be thereby and to that extent amended. In case of a consolidation, the statements set forth in the agreement of consolidation, as provided in section 11(d) of this chapter, shall be deemed to be the articles of incorporation of the new corporation formed by such consolidation.

Formerly: Acts 1933, c.40, s.132. As amended by P.L.263-1985, SEC.35.

 

IC 28-1-7-20Recording articles of merger or consolidation

     Sec. 20. The surviving or new corporation resulting from a merger or consolidation shall, within ten (10) days after such merger or consolidation becomes effective, file for record one (1) of the copies of the articles of merger or consolidation bearing the endorsement of the approval of the secretary of state, or a copy of such agreement and endorsement certified by the secretary of state, in the office of the recorder of each county in which the principal office of any of the corporations that are parties to the agreement is located.

Formerly: Acts 1933, c.40, s.133. As amended by P.L.263-1985, SEC.36; P.L.14-1992, SEC.71; P.L.122-1994, SEC.56.

 

IC 28-1-7-21Dissenters' rights; notice; method of asserting rights; payment for shareholder's shares; withdrawal of demand; determination of value; submission of certificates

     Sec. 21. (a) This section does not apply to a shareholder of a:

(1) mutual savings bank; or

(2) mutual savings association;

that is the subject of a proposed merger or consolidation under this chapter.

     (b) A shareholder entitled to vote on the adoption of an agreement of merger or consolidation may dissent from the merger or consolidation and obtain payment of the value of the shareholder's shares in the manner provided in this section.

     (c) If a proposed merger or consolidation is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this section.

     (d) A shareholder who desires to assert dissenters' rights under this section must:

(1) deliver to the corporation before the vote is taken written notice of the shareholder's demand for payment for the shareholder's shares if the proposed action is effected; and

(2) not vote the shareholder's shares in favor of the proposed action.

     (e) If the merger or consolidation is effected, the surviving or new corporation shall pay to the shareholder, upon surrender of the certificate or certificates representing the shareholder's shares, the value of the shares as of the day before the date on which the vote was taken approving the merger or consolidation. A shareholder failing to satisfy the requirements of subsection (d) is not entitled to payment for the shareholder's shares under this section. Immediately after the vote is taken approving the merger or consolidation, the shareholder, except as otherwise provided in subsection (f), is entitled to payment only as provided in this section, ceases to be a shareholder, and is not entitled to vote or to exercise any other rights of a shareholder.

     (f) A demand for payment made under subsection (d) may not be withdrawn unless the corporation consents to the withdrawal. With respect to a shareholder who has made a demand for payment, the right of the shareholder to be paid the value of his shares ceases and his status as a shareholder is restored without prejudice to any corporate proceedings which may have been taken during the interim, and the shares held by the shareholder shall be treated for all purposes as if no objection and demand had been made by the shareholder, if:

(1) the shareholder's request to withdraw the shareholder's demand is consented to by the corporation;

(2) the merger or consolidation is abandoned;

(3) the shareholders revoke the authority to effect the merger or consolidation;

(4) a petition for the determination of value by a court is not filed within the time provided in this section; or

(5) a court of competent jurisdiction determines that the shareholder is not entitled to the relief provided by this section.

     (g) Within ten (10) days after the merger or consolidation is effected, the surviving or new corporation shall mail or deliver written notice of the date of that action to each dissenting shareholder who has made demand under this section. For purposes of giving this notice, the corporation shall use the shareholder's address which appears on the corporate records. In the notice the corporation shall include a written offer to the shareholder to pay for the shareholder's shares at a specified price considered by the corporation to be the value of them. If within thirty (30) days after the date on which the merger or consolidation was effected the value of the shares is agreed upon between a dissenting shareholder and the surviving or new corporation, the surviving or new corporation shall make payment to the shareholder for the shares. The surviving or new corporation shall make the payment within ninety (90) days after the date on which the merger or consolidation was effected, upon surrender of the certificate or certificates representing the shares. Upon payment of the agreed value, the dissenting shareholder ceases to have any interest in the shares.

     (h) If within the period of thirty (30) days a dissenting shareholder and the surviving or new corporation do not so agree, then either the corporation or the dissenting shareholder may file a petition in any circuit or superior court in the county in Indiana where the principal office of the corporation is located requesting that the court determine the value of the shares. However, the petition must be filed within ninety (90) days after the effective date of the merger or consolidation. Two (2) or more dissenting shareholders may join as plaintiffs or be joined as defendants in the action, and two (2) or more actions may be transferred and consolidated to avoid inconsistent results and promote judicial economy. The jurisdiction of the court is plenary and exclusive.

     (i) The court shall render judgment against the surviving or new corporation for payment of an amount equal to the value of each dissenting share multiplied by the number of dissenting shares that any dissenting shareholder who is a party is entitled to require the surviving or new corporation to purchase. The judgment is payable only upon the endorsement and delivery to the surviving or new corporation of the certificates for the shares described in the judgment. Any party may appeal from the judgment.

     (j) Within twenty (20) days after the merger or consolidation is effected, the shareholder shall submit the certificate or certificates representing the shareholder's shares to the corporation for notation on the certificate or certificates that demand for payment has been made. The shareholder's failure to do so, at the option of the corporation, terminates the shareholder's rights under this section unless a court of competent jurisdiction, for good and sufficient cause shown, otherwise directs. If shares represented by a certificate on which notation has been so made are transferred, each new certificate issued for those shares shall bear a similar notation together with the name of the original dissenting holder of the shares, and a transferee of the shares acquires by the transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the value of the shares.

Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9. As amended by P.L.238-1983, SEC.9; P.L.33-1991, SEC.13; P.L.14-1992, SEC.72; P.L.262-1995, SEC.10; P.L.27-2012, SEC.40.

 

IC 28-1-7-22Effect of merger or consolidation upon fiduciary status of party

     Sec. 22. If any bank, bank of discount and deposit, trust company, savings bank, corporate fiduciary, or savings association:

(1) is acting as the administrator, coadministrator, executor, coexecutor, trustee, or cotrustee of or in respect to any estate or trust, or as guardian of any person or estate which is being administered under the laws of this state; or

(2) has been named or designated as such in any will or other executed writing;

such relation, and all other similar fiduciary relations, and all rights, privileges, duties, and obligations shall remain unimpaired, and shall continue with the surviving or single corporation, from the effective date of the merger or consolidation.

Formerly: Acts 1933, c.40, s.135. As amended by P.L.122-1994, SEC.57; P.L.262-1995, SEC.11; P.L.79-1998, SEC.38.

 

IC 28-1-7-23Effect of merger or consolidation upon letters of administration or letters testamentary

     Sec. 23. Nothing done in connection with the consolidation or merger of any two (2) or more banks, banks of discount and deposit, trust companies, savings banks, corporate fiduciaries, or building and loan associations shall be deemed to be or to effect a renunciation or revocation of any letters of administration or letters testamentary, pertaining to such relation, nor a removal or resignation from any such executorship or trusteeship or any other fiduciary relationship.

Formerly: Acts 1933, c.40, s.136. As amended by P.L.122-1994, SEC.58; P.L.262-1995, SEC.12.

 

IC 28-1-7-24Repealed

Formerly: Acts 1972, P.L.193, SEC.1. As amended by P.L.42-1993, SEC.25. Repealed by P.L.122-1994, SEC.122.

 

IC 28-1-7-25Savings banks; request for order to merge, consolidate, or join with acquiring bank or trust company; requirements

     Sec. 25. (a) A savings bank organized before January 1, 1993, may request that the department order the savings bank to merge, consolidate, or join with an acquiring institution that is a bank, bank of discount and deposit, savings bank formed after December 31, 1992, savings association, or trust company.

     (b) A savings bank may make a request under subsection (a) only if its board of trustees has, at a regular or special meeting called for that purpose, by a vote of at least two-thirds (2/3) of the then qualified and acting trustees, adopted a resolution stating that in the opinion of the board, the merger, consolidation, or other joining together is in the best interests of the depositors and other creditors of the savings bank.

     (c) The department may order a merger, consolidation, or other joining requested under subsection (a) if it determines that:

(1) the depositors of the savings bank would not receive any liquidating dividend upon the dissolution of the savings bank; and

(2) the acquiring institution is willing to be the surviving corporation.

     (d) The approval of the depositors of a savings bank organized before January 1, 1993, is not required for a merger, consolidation, or joining together under this section.

     (e) To facilitate a merger, consolidation, or joining together under this section, the department may convert the charter, form of ownership, or operating powers of a savings bank into the charter, form of ownership, or operating powers of the acquiring institution.

As added by P.L.263-1983, SEC.2. Amended by P.L.122-1994, SEC.59; P.L.79-1998, SEC.39.

 

IC 28-1-7.1Chapter 7.1. Voluntary Supervisory Conversion
           28-1-7.1-1"Depository financial institution"
           28-1-7.1-2"Standard conversion"
           28-1-7.1-3Depository financial institution with mutual ownership; authority to engage in voluntary supervisory conversion
           28-1-7.1-4Voluntary supervisory conversion; types of transactions
           28-1-7.1-5Voluntary supervisory conversion; eligibility; conditions
           28-1-7.1-6Director's determination of resulting entity's viability; conditions; authority of director to act; applicability of law governing mergers and consolidations; waiver of law
           28-1-7.1-7Depositors; no right to participate in or approve conversion; no ownership interests in converted institution; liquidation account
           28-1-7.1-8Plan of conversion; adoption by board; contents
           28-1-7.1-9Application to department; required information and documents
           28-1-7.1-10Denial of application; findings by director
           28-1-7.1-11Approval of application; conditions

 

IC 28-1-7.1-1"Depository financial institution"

     Sec. 1. As used in this chapter, "depository financial institution" has the meaning set forth in IC 28-1-1-6, but does not include a credit union.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-2"Standard conversion"

     Sec. 2. As used in this chapter, "standard conversion" refers to a transaction permitted under any of the following:

(1) IC 28-1-21.4.

(2) IC 28-1-21.6.

(3) IC 28-1-21.8.

(4) IC 28-1-21.9.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-3Depository financial institution with mutual ownership; authority to engage in voluntary supervisory conversion

     Sec. 3. A depository financial institution with mutual ownership may engage in a voluntary supervisory conversion only as set forth in this chapter.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-4Voluntary supervisory conversion; types of transactions

     Sec. 4. A voluntary supervisory conversion of a depository financial institution may include one (1) or more of the following transactions:

(1) A merger of the depository financial institution into an interim depository financial institution with stock ownership.

(2) Following a conversion of the depository financial institution, a sale of shares of the converted depository financial institution directly to an acquirer, which may be a person, company, depository institution, or depository institution holding company.

(3) A merger or consolidation with an existing or newly created depository financial institution. Except as provided in this chapter, a merger or consolidation under this subdivision must be authorized by, and is subject to, any other applicable laws and regulations.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-5Voluntary supervisory conversion; eligibility; conditions

     Sec. 5. A depository financial institution with mutual ownership is eligible for a voluntary supervisory conversion under this chapter if, in the judgment of the director, the voluntary supervisory conversion satisfies at least one (1) of the following conditions:

(1) Both of the following apply:

(A) The depository financial institution is significantly undercapitalized, or is undercapitalized and a standard conversion to stock form is not feasible.

(B) After the voluntary supervisory conversion, the converted depository financial institution will likely be a viable entity, or the one (1) or more entities resulting from the voluntary supervisory conversion will likely be viable entities.

(2) Severe financial conditions threaten the stability of the depository financial institution and a voluntary supervisory conversion to stock form is likely to:

(A) improve the financial condition of the depository financial institution; or

(B) result in one (1) or more entities with an improved financial condition.

(3) The depository financial institution is in receivership or conservatorship, or in imminent danger of receivership or conservatorship, and the voluntary supervisory conversion will enable the depository financial institution to:

(A) terminate the receivership or conservatorship; or

(B) avoid the institution of a receivership or conservatorship.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-6Director's determination of resulting entity's viability; conditions; authority of director to act; applicability of law governing mergers and consolidations; waiver of law

     Sec. 6. (a) The director may determine under section 5(1)(B) of this chapter, based upon information then available to the director, that a voluntary supervisory conversion will likely result in a depository financial institution becoming a viable entity with stock ownership if all the following are satisfied:

(1) The depository financial institution resulting from the conversion will be adequately capitalized.

(2) The depository financial institution resulting from the conversion, and any person acquiring capital stock in the depository financial institution resulting from the conversion, will comply with all applicable supervisory policies.

(3) The depository financial institution involved in, or the one (1) or more entities resulting from, the conversion will be insured by the Federal Deposit Insurance Corporation.

(4) The voluntary supervisory conversion is in the best interest of:

(A) the depository financial institution involved in, or the one (1) or more entities resulting from, the conversion; and

(B) the public.

(5) The voluntary supervisory conversion will not injure or be detrimental to:

(A) the depository financial institutions involved in, or the one (1) or more entities resulting from, the conversion; or

(B) the public interest.

     (b) The director may act on a voluntary supervisory merger, consolidation, sale, or other disposition on behalf of the department.

     (c) Except as otherwise provided in this chapter, a provision of IC 28-1-7 concerning mergers or consolidations applies to a voluntary supervisory conversion under this chapter unless the director determines that the provision should be waived or considered inapplicable with respect to a particular voluntary supervisory conversion. The director may make a determination described in this subsection if the director finds, in the director's discretion, that the determination will:

(1) facilitate the consummation of the voluntary supervisory conversion; and

(2) in the director's judgment and considering the available information under the prevailing circumstances, result in one (1) or more entities that are more favorable to the public than if:

(A) the provision were not waived or considered inapplicable; or

(B) the voluntary supervisory conversion were not approved.

As added by P.L.89-2011, SEC.33. Amended by P.L.6-2012, SEC.192.

 

IC 28-1-7.1-7Depositors; no right to participate in or approve conversion; no ownership interests in converted institution; liquidation account

     Sec. 7. Depositors of a depository financial institution with mutual ownership do not have the right to approve or participate in a voluntary supervisory conversion, and will not have any legal or beneficial ownership interests in the converted depository financial institution, unless the department allows otherwise. Depositors may have interests in a liquidation account, if one is established.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-8Plan of conversion; adoption by board; contents

     Sec. 8. A majority of the board of directors of a depository financial institution with mutual ownership must adopt a plan of voluntary supervisory conversion. The plan adopted must include the following:

(1) The name and address of the depository financial institution.

(2) The name and address of each proposed purchaser of conversion shares and a description of that purchaser's relationship to the depository financial institution.

(3) The title, per unit par value, number, and per unit and aggregate offering price of shares that the converted depository financial institution will issue.

(4) The number and percentage of shares that each investor will purchase or acquire in a merger or other combination.

(5) The aggregate number and percentage of shares that each director or officer of the converted depository financial institution, and any affiliates (as defined in IC 28-1-18.2-1) or associates (as defined in 12 CFR 563b.25) of the director or officer, will purchase.

(6) A description of any liquidation account to be established in connection with the voluntary supervisory conversion.

(7) Certified copies of all resolutions of the board of directors of the depository financial institution relating to the conversion.

As added by P.L.89-2011, SEC.33. Amended by P.L.27-2012, SEC.41.

 

IC 28-1-7.1-9Application to department; required information and documents

     Sec. 9. The following information and documents must be included in an application for a voluntary supervisory conversion made to the department:

(1) Evidence establishing that the depository financial institution with mutual ownership meets the eligibility requirements set forth in this chapter.

(2) An opinion of qualified, independent counsel or of an independent, certified public accountant concerning the tax consequences of the conversion, or an IRS ruling indicating that the transaction qualifies as a tax free reorganization.

(3) A plan of voluntary supervisory conversion that complies with section 8 of this chapter.

(4) A business plan, when required by the department.

(5) The depository financial institution’s most recent audited financial statements and call report.

(6) A detailed explanation of how the current capital levels make the depository financial institution eligible to engage in a voluntary supervisory conversion under this chapter.

(7) A description of the estimated conversion expenses.

(8) Evidence supporting the value of any noncash asset contributions. Appraisals must be acceptable to the department and each noncash asset must meet all other department policy guidelines.

(9) Pro forma financial statements that reflect the effects of the transaction. The depository financial institution must identify its tangible, core, and risk based capital levels and show the adjustments necessary to compute the pro forma capital levels. The depository financial institution must prepare its pro forma statements in conformance with department regulations and policy.

(10) The proposed articles of incorporation and bylaws, if any, of the depository financial institution formed as a result of the voluntary supervisory conversion.

(11) The proposed stock certificate form, if any, for the depository financial institution formed as a result of the voluntary supervisory conversion.

(12) A copy of any agreements between the depository financial institution formed as a result of the voluntary supervisory conversion and proposed purchasers.

(13) A copy and description of all existing and proposed employment contracts. The depository financial institution formed as a result of the voluntary supervisory conversion must include information describing the term, salary, and severance provisions of the contract, the identity and background of the officer or employee to be employed, and the amount of any conversion shares to be purchased by the officer or employee or his or her affiliates (as defined in IC 28-1-18.2-1) or associates (as defined in 12 CFR 563b.25).

(14) Any:

(A) required filings under federal law; or

(B) waivers of compliance with federal law obtained as a result of conflicts with state law.

(15) Applications for permission to organize a stock association and for approval of a merger, if applicable, and a copy of any application for Federal Home Loan Bank membership or FDIC insurance of accounts, if applicable.

(16) A statement describing any other applications required under federal or state banking laws for all transactions related to the conversion, copies of all dispositive documents issued by regulatory authorities relating to the applications, and, if requested by the department, copies of the applications and related documents.

(17) A description of any of the features of the application that do not conform to the requirements of this section, including any request for waiver of such requirements.

(18) An opinion of counsel acceptable to the department as to the legality of the voluntary supervisory conversion.

(19) Any other information or documents requested by the director.

As added by P.L.89-2011, SEC.33. Amended by P.L.27-2012, SEC.42.

 

IC 28-1-7.1-10Denial of application; findings by director

     Sec. 10. The director may not approve an application to engage in a voluntary supervisory conversion if the director makes any of the following findings:

(1) That the depository financial institution does not meet the eligibility requirements for a voluntary supervisory conversion under this chapter, or that the proceeds from the sale of the conversion stock, less the expenses of the conversion, would be insufficient to satisfy any applicable viability requirement.

(2) That the transaction is detrimental to or would cause potential injury to the depository financial institution or is contrary to the public interest.

(3) That the depository financial institution or its acquirer, or the controlling parties or directors and officers of the depository financial institution or its acquirer, have engaged in unsafe or unsound practices in connection with the voluntary supervisory conversion.

(4) That the depository financial institution fails to justify an employment contract incidental to the conversion, or that the employment contract will be an unsafe or unsound practice or represent a sale of control.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.1-11Approval of application; conditions

     Sec. 11. (a) The director shall condition approval of a voluntary supervisory conversion application on the applicant satisfying all of the following:

(1) The depository financial institution must complete the conversion stock sale, if any, not later than three (3) months after the director approves the application. The director may grant an extension for good cause.

(2) The depository financial institution and its acquirer must comply with all applicable laws, rules, and regulations.

(3) The depository financial institution and its acquirer must satisfy any other requirements or conditions imposed by the director.

(4) The depository financial institution involved in, or the one (1) or more entities resulting from, the voluntary supervisory conversion must obtain insurance coverage of their deposits by the Federal Deposit Insurance Corporation.

     (b) The director may condition approval of a voluntary supervisory conversion application on either of the following:

(1) The applicant must satisfy any conditions and restrictions the director imposes to prevent unsafe or unsound practices, to protect the public interest, or to prevent potential injury or detriment to the depository financial institution before and after the conversion. The director may impose these conditions and restrictions on the depository financial institution (before and after the conversion), its acquirer, controlling parties, or directors and officers of the depository financial institution or its acquirer.

(2) A larger amount of capital, if necessary, for safety and soundness reasons must be infused following the voluntary supervisory conversion.

As added by P.L.89-2011, SEC.33.

 

IC 28-1-7.2Chapter 7.2. Repealed

Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-7.5Chapter 7.5. Formation of Certain Bank Holding Companies
           28-1-7.5-1"Holding company" defined
           28-1-7.5-2Acquisition of bank, trust company, corporate fiduciary, or stock savings bank by holding company under plan of exchange
           28-1-7.5-3Resolutions approving plan of exchange; contents; direction for submission to vote of shareholders
           28-1-7.5-4Filing plan of exchange and statement disclosing required information with department
           28-1-7.5-5Public hearing; requisites; procedures
           28-1-7.5-6Approval or disapproval of plan of exchange by department; order; findings of fact; judicial review
           28-1-7.5-7Submission of plan of exchange to shareholders; procedures; voting rights; approval; abandonment
           28-1-7.5-8Dissenting shareholders; demand for payment of value of shares; withdrawal of demand; determination of value; procedures; limitations
           28-1-7.5-9Articles of exchange; requisites; filing; certificate of exchange; issuance; effectiveness of plan
           28-1-7.5-10Plan of exchange; consummation by operation of law; effect
           28-1-7.5-11Redemption by holding company of its outstanding common stock
           28-1-7.5-12Separate and distinct corporations; effect upon liability
           28-1-7.5-13Exemption from requirements of IC 28-1-2-23
           28-1-7.5-14Acquisition under other lawful procedures unaffected
           28-1-7.5-15Limitations of IC 28-2-14 unaffected

 

IC 28-1-7.5-1"Holding company" defined

     Sec. 1. (a) As used in this chapter, "holding company" refers to a corporation that:

(1) is attempting to acquire all the outstanding shares of a bank, trust company, corporate fiduciary, or stock savings bank under this chapter; or

(2) has completed such an acquisition;

depending upon the context in which the term is used.

     (b) As used in this chapter, "stock savings bank" has the meaning set forth in IC 28-6.1-2-7.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.60; P.L.262-1995, SEC.13.

 

IC 28-1-7.5-2Acquisition of bank, trust company, corporate fiduciary, or stock savings bank by holding company under plan of exchange

     Sec. 2. All the outstanding shares of common stock of any bank, trust company, corporate fiduciary, or stock savings bank may be acquired by any corporation organized under IC 23-1 if the acquisition is made under a plan of exchange approved in the manner provided in this chapter. Such a plan of exchange must provide for:

(1) the exchange of all the outstanding shares of common stock of the bank, trust company, corporate fiduciary, or stock savings bank for shares of common stock to be issued by the holding company at the rate of one (1) share of holding company stock for each share of bank, trust company, corporate fiduciary, or stock savings bank stock; and

(2) the redemption by the holding company, under unconditional rights granted by its articles of incorporation or bylaws or by agreement between the holding company and its shareholders, of all of the shares of common stock of the holding company that may be outstanding immediately before the exchange.

As added by P.L.238-1983, SEC.10. Amended by P.L.149-1986, SEC.62; P.L.122-1994, SEC.61; P.L.262-1995, SEC.14.

 

IC 28-1-7.5-3Resolutions approving plan of exchange; contents; direction for submission to vote of shareholders

     Sec. 3. (a) A bank, trust company, corporate fiduciary, or stock savings bank and a holding company that desire to effect an exchange of securities must, by resolutions adopted by the board of directors of each corporation, approve a plan of exchange which sets forth:

(1) the names of the holding company and the bank, trust company, corporate fiduciary, or stock savings bank;

(2) the terms and conditions of the exchange;

(3) the mode of carrying the exchange into effect;

(4) the manner of redemption of all shares of common stock of the holding company that may be outstanding immediately before the exchange;

(5) a restatement of such provisions of the articles of incorporation of the holding company as may be considered necessary or desirable to give effect to the exchange; and

(6) such other provisions with respect to the exchange as may be considered necessary or desirable.

     (b) The resolution of the board of directors of the bank, trust company, corporate fiduciary, or stock savings bank and, if the plan of exchange provides for the amendment of the articles of incorporation of the holding company, the resolution of the board of directors of the holding company, must be submitted to a vote of the shareholders of the corporation, at a meeting of the shareholders. The meeting may be an annual or a special meeting of the shareholders. If the meeting of any corporation at which the plan is to be submitted is an annual meeting, notice of the submission of the plan must be included in the notice of the annual meeting. If the meeting is a special meeting, the meeting must be called by the resolution designating the meeting, and notice of the meeting must be given as provided by law. A copy of the proposed plan of exchange must be included with the notice of the annual or special meeting of shareholders given to each shareholder.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.62; P.L.262-1995, SEC.15.

 

IC 28-1-7.5-4Filing plan of exchange and statement disclosing required information with department

     Sec. 4. (a) The bank, trust company, corporate fiduciary, or stock savings bank and the holding company shall file with the department three (3) copies of the plan of exchange certified by an officer of each as having been approved in accordance with section 3 of this chapter. They shall also file a statement which includes:

(1) information as to the earnings and financial condition of the bank, trust company, corporate fiduciary, or stock savings bank as of the end of its last preceding year as filed with the department, and similar information, to the extent readily available, as of a date not earlier than one hundred twenty (120) days before the filing of the plan of exchange;

(2) a balance sheet of the holding company as of the date of the most recent statement of condition of the bank, trust company, corporate fiduciary, or stock savings bank required by subdivision (1);

(3) a pro forma balance sheet of the holding company based on the assumption that the plan of exchange was effective as proposed at the date of the balance sheet of the holding company required by subdivision (2);

(4) a description of the business intended to be done by the holding company and of any plans or proposals that the holding company may have to sell its assets or merge or consolidate with any other person, or to make any other material change in its investment policy, business, corporate structures, or management;

(5) a list of all persons who are or who have been selected to become directors or officers of the holding company, a description of their principal occupations, a list of all offices and positions held by them during the past five (5) years, and information about whether any of them:

(A) is under indictment for; or

(B) has been convicted of;

a felony involving fraud, deceit, or misrepresentation under the laws of Indiana or any other jurisdiction;

(6) a description of any plans or proposals that the holding company may have to liquidate the bank, trust company, corporate fiduciary, or stock savings bank to sell its assets or merge or consolidate it with any person, or to make any other material change in its investment policy, business, corporate structure, or management;

(7) a copy of a preliminary proxy or information statement prepared for distribution to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank setting forth all material facts relating to the holding company and the proposed plan of exchange; and

(8) such other information as the director may prescribe.

     (b) The statement must:

(1) assert the completeness and accuracy of the information referred to in subsection (a)(1) through (a)(8); and

(2) be made under oath or affirmation by an officer of the bank, trust company, corporate fiduciary, or stock savings bank and an officer of the holding company.

If any material change occurs in the facts set forth in the statement filed with the department, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the department within five (5) business days after the parties learn of the change.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.63; P.L.262-1995, SEC.16; P.L.213-2007, SEC.36; P.L.217-2007, SEC.34; P.L.137-2014, SEC.23.

 

IC 28-1-7.5-5Public hearing; requisites; procedures

     Sec. 5. (a) At the time of the filing of a plan of exchange with the department, the bank, trust company, corporate fiduciary, or stock savings bank may submit a written request asking the department to hold a hearing on the matter. If such a request is submitted, the department shall hold a public hearing upon the fairness of the terms, conditions, and provisions of the plan of exchange and the proposed issuance and exchange of stock of the holding company for the stock of the bank, trust company, corporate fiduciary, or stock savings bank. In addition, the department may on its own motion hold such a public hearing. The shareholders of the bank, the trust company, the corporate fiduciary, and the holding company and any other interested party may appear and become a party to the proceeding at any public hearing at which the fairness of the exchange is to be determined. The department shall require the bank, trust company, corporate fiduciary, or stock savings bank and the holding company to produce such evidence as the director considers necessary to the hearing.

     (b) The department shall commence any public hearing held under this section not less than thirty (30) days and not more than one hundred twenty (120) days after the date on which the plan of exchange is filed with the department. The hearing shall be held at such place, date, and time as the department shall specify. The hearing may be held by any member or members of the department, by the director of the department, by a deputy director of the department, by the supervisor of the department's division of banks and trust companies, or by any employee of the department designated by the members of the department. At least ten (10) days before the hearing, the applicant shall publish notice of the hearing in a newspaper of general circulation in the county or counties where the principal offices of the bank, trust company, corporate fiduciary, or stock savings bank and the holding company are located and in the county where the hearing will be held. Written notice of the hearing shall be mailed at least ten (10) days before the hearing by the bank, trust company, corporate fiduciary, or stock savings bank and by the holding company to all of their respective shareholders. All expenses of publication, court reporter fees, department expenses, and hearing room fees shall be paid by:

(1) the bank, trust company, corporate fiduciary, or stock savings bank;

(2) the holding company; or

(3) both;

as specified in the plan of exchange.

     (c) Except as otherwise provided in this section, the hearing and the determination made by the department are subject to IC 4-21.5-3.

As added by P.L.238-1983, SEC.10. Amended by P.L.7-1987, SEC.158; P.L.14-1992, SEC.74; P.L.122-1994, SEC.64; P.L.262-1995, SEC.17.

 

IC 28-1-7.5-6Approval or disapproval of plan of exchange by department; order; findings of fact; judicial review

     Sec. 6. (a) The department shall issue an order approving the plan of exchange as delivered to it by the bank, trust company, corporate fiduciary, or stock savings bank and the holding company, including any modifications to the plan as the board of directors of each corporation may approve, unless it finds that:

(1) the plan, including any modifications, would adversely affect the financial stability or management of the bank, trust company, corporate fiduciary, or stock savings bank or the general capacity or intention to continue the safe and sound conduct of the bank, trust company, corporate fiduciary, or stock savings bank;

(2) the terms and conditions of the plan of exchange are unfair and unreasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank; or

(3) the plans or proposals that the holding company has to liquidate the bank, trust company, corporate fiduciary, or stock savings bank, sell its assets or consolidate or merge it with any person, or to make any other material change in its investment policy, business, corporate structure, or management, are unfair and unreasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and not in the public interest.

     (b) If a hearing is held on the plan of exchange, the department shall issue its order approving or disapproving the plan within ninety (90) days of the date of hearing. The department shall include its findings of fact in the order. If the department approves the plan, the findings of fact must include a finding that the terms and conditions of the plan and of the issuance and exchange of holding company stock for stock of the bank, trust company, corporate fiduciary, or stock savings bank are fair and reasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank. Any party to the proceedings aggrieved by the order is entitled to a judicial review in accordance with IC 4-21.5-5.

     (c) If no hearing is held on the plan of exchange, the department shall issue an order approving or disapproving the plan, within ninety (90) days after the date on which the plan of exchange is filed with the department. The department may issue the order without including its findings of facts.

As added by P.L.238-1983, SEC.10. Amended by P.L.7-1987, SEC.159; P.L.122-1994, SEC.65; P.L.262-1995, SEC.18.

 

IC 28-1-7.5-7Submission of plan of exchange to shareholders; procedures; voting rights; approval; abandonment

     Sec. 7. (a) If a plan of exchange is approved by the department, the plan shall be submitted to a vote of the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and, if the articles of incorporation of the holding company are to be amended in the plan, to a vote of the shareholders of the holding company, at the meeting or meetings of the shareholders directed by the resolutions of the board of directors of the corporation approving the plan of exchange. Each shareholder of the bank, trust company, corporate fiduciary, or stock savings bank shall be provided with a copy of a proxy or information statement setting forth material facts regarding the holding company and the plan of exchange at the same time as the shareholder is provided with the notice of the meeting. Three (3) copies of the definitive proxy or information statement, one (1) of which shall be marked to indicate the changes from the preliminary statement filed under section 4 of this chapter, shall be filed with the department by the bank, trust company, corporate fiduciary, or stock savings bank not later than the date the statement is first sent, given, or delivered to shareholders.

     (b) Each outstanding share of the bank, trust company, corporate fiduciary, or stock savings bank and, if the articles of incorporation of the holding company are to be amended in the plan, the holding company, is entitled to one (1) vote, regardless of class, on the approval of the plan of exchange unless the articles of incorporation in effect at the time of the vote provide for special, conditional, or limited voting rights, or for no right to vote. The holders of the outstanding shares of a class of the bank, trust company, corporate fiduciary, or stock savings bank and, if the articles of incorporation of the holding company are to be amended in the plan, the holding company are entitled to vote as a separate class on a proposed plan of exchange if the plan would:

(1) increase or decrease the aggregate number of authorized shares of the class;

(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) change the shares of all or part of the class into a different number of shares of the same class;

(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

     (c) The plan of exchange is approved by the shareholders of a corporation when affirmative votes representing at least a majority (or such greater portion as the articles of incorporation may require) of the outstanding shares are received from shareholders entitled to vote on the plan. Notwithstanding shareholder adoption of the plan of exchange and at any time before the filing of articles of exchange with the secretary of state under section 9 of this chapter, the plan of exchange may be abandoned by a resolution of the board of directors of the bank, trust company, corporate fiduciary, or stock savings bank or of the holding company.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.66; P.L.262-1995, SEC.19; P.L.213-2007, SEC.37; P.L.217-2007, SEC.35.

 

IC 28-1-7.5-8Dissenting shareholders; demand for payment of value of shares; withdrawal of demand; determination of value; procedures; limitations

     Sec. 8. (a) If a shareholder votes in opposition to a plan of exchange at the meeting at which the plan is adopted by the shareholders, the shareholder may, within thirty (30) days after the date of the meeting, make written objection to the exchange and demand that the bank, trust company, corporate fiduciary, or stock savings bank pay him the value of his shares. If the plan of exchange is effected, the bank, trust company, corporate fiduciary, or stock savings bank shall pay to the shareholder, upon surrender of the certificate or certificates representing his shares, the value of the shares as of the day before the date on which the vote was taken approving the plan of exchange. Any shareholder failing to make demand within the thirty (30) day period is bound by the terms of the plan of exchange. Immediately after making such a demand, the shareholder, except as provided in subsection (b), is entitled to payment as provided in this section, ceases to be a shareholder, and is not entitled to vote or to exercise any other rights of a shareholder.

     (b) A demand for payment made under subsection (a) may not be withdrawn unless the bank, trust company, corporate fiduciary, or stock savings bank consents to the withdrawal. With respect to a shareholder who has made a demand for payment, the right of the shareholder to be paid the value of his shares ceases and his status as a shareholder is restored, without prejudice to any corporate proceedings which may have been taken during the interim, and the shares held by the shareholder shall be treated for all purposes as if no objection and demand had been made by the shareholder, if:

(1) the shareholder's request to withdraw his demand is consented to by the bank, trust company, corporate fiduciary, or stock savings bank;

(2) the plan of exchange is abandoned;

(3) the shareholders revoke the authority to effect the exchange;

(4) a petition for the determination of value by a court is not filed within the time provided in this section; or

(5) a court of competent jurisdiction determines that the shareholder is not entitled to the relief provided by this section.

     (c) Within ten (10) days after the plan of exchange is effected, the bank, trust company, corporate fiduciary, or stock savings bank shall mail or deliver written notice of the date of that action to each dissenting shareholder who has made demand under this section. The bank, trust company, corporate fiduciary, or stock savings bank shall use the shareholder's address which appears on the corporate records. The notice shall include a written offer to the shareholder to pay for the shareholder's shares at a specified price considered by the corporation to be the value of the shares. If within thirty (30) days after the date on which the plan of exchange was effected the value of the shares is agreed upon, the bank, trust company, corporate fiduciary, or stock savings bank shall make payment to the shareholder for the shares. The bank, trust company, corporate fiduciary, or stock savings bank shall make the payment within ninety (90) days after the date on which the plan of exchange was effected, upon surrender of the certificates representing the shares. Upon payment of the agreed value, the dissenting shareholder ceases to have any interest in the shares.

     (d) If within the period of thirty (30) days a dissenting shareholder and the bank, trust company, corporate fiduciary, or stock savings bank do not agree, then either the bank, trust company, corporate fiduciary, or stock savings bank or the dissenting shareholder may file a petition in a circuit or superior court in the county in this state where the principal office of the bank, trust company, corporate fiduciary, or stock savings bank is located requesting that the court determine the value of the shares. However, such a petition must be filed within ninety (90) days after the date on which the plan of exchange was effected.

     (e) The court shall render judgment against the bank, trust company, corporate fiduciary, or stock savings bank for payment of an amount equal to the value of each dissenting share multiplied by the number of dissenting shares that any dissenting shareholder who is a party is entitled to require the bank, trust company, corporate fiduciary, or stock savings bank to purchase. The judgment is payable only upon the endorsement and delivery to the bank, trust company, corporate fiduciary, or stock savings bank of the certificates for the shares described in the judgment. Any party may appeal from the judgment.

     (f) Within twenty (20) days after payment is demanded for a shareholder's shares, the shareholder shall submit the certificates to the bank, trust company, corporate fiduciary, or stock savings bank for notation on the certificates that demand for payment has been made. The failure of the shareholder to do so, at the option of the bank, trust company, corporate fiduciary, or stock savings bank, terminates the shareholder's rights under this section unless a court, for good and sufficient cause shown, otherwise directs. If shares are transferred, each new certificate issued for those shares shall bear a notation, together with the name of the original dissenting holder of the shares, and a transferee of the shares acquires by the transfer no rights in the bank, trust company, corporate fiduciary, or stock savings bank other than those which the original dissenting shareholder had after making demand for payment of the value of the shares.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.67; P.L.262-1995, SEC.20.

 

IC 28-1-7.5-9Articles of exchange; requisites; filing; certificate of exchange; issuance; effectiveness of plan

     Sec. 9. (a) After the plan of exchange is approved by shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and, if required, by the shareholders of the holding company, and unless the plan of exchange is subsequently abandoned, the bank, trust company, corporate fiduciary, or stock savings bank and the holding company shall prepare articles of exchange setting forth:

(1) the plan of exchange;

(2) the manner of the approval of the plan by the directors of the holding company and the bank, trust company, corporate fiduciary, or stock savings bank;

(3) the manner of its adoption and the vote by which adopted by the shareholders; and

(4) the fact that the plan of exchange has been approved by the department.

     (b) The articles of exchange shall be signed under oath on behalf of each corporation. The articles of exchange shall be filed with the department. The department shall, if it approves the articles of exchange, endorse its approval on all copies and file them with the secretary of state. The secretary of state shall endorse the approval of the secretary of state on each of the copies and keep one (1) copy of the articles of exchange, issue a certificate of exchange, and deliver the remaining copies to the holding company.

     (c) The plan of exchange becomes effective upon the issuance of the certificate of exchange by the secretary of state, unless a later date is specified.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.68; P.L.262-1995, SEC.21.

 

IC 28-1-7.5-10Plan of exchange; consummation by operation of law; effect

     Sec. 10. At the time that the plan of exchange becomes effective:

(1) each shareholder ceases to be a shareholder of the bank, trust company, corporate fiduciary, or stock savings bank;

(2) the ownership of all shares of the issued and outstanding common stock of the bank, trust company, corporate fiduciary, or stock savings bank (except shares for which payment of value is required to be made under section 8 of this chapter) vest in the holding company automatically without any physical transfer or deposit of certificates representing those shares;

(3) the articles of incorporation of the holding company are amended to the extent that any provisions of those articles are restated in the plan of exchange;

(4) the holding company becomes the sole holder of the common stock of the bank, trust company, corporate fiduciary, or stock savings bank and has all of the rights, privileges, immunities and powers, and (except as otherwise provided in this chapter) is subject to all of the duties and liabilities, of a shareholder of a bank, trust company, corporate fiduciary, or stock savings bank; and

(5) depending upon which option is provided for in the plan of exchange, certificates representing shares of common stock of the bank and trust company or corporate fiduciary (except shares for which payment of value is required to be made under section 8 of this chapter) become certificates representing either shares of the issued and outstanding common stock of the holding company, or the right to receive shares of stock issued by the holding company upon such terms as are specified in the plan of exchange.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.69; P.L.262-1995, SEC.22.

 

IC 28-1-7.5-11Redemption by holding company of its outstanding common stock

     Sec. 11. Within thirty (30) days after the plan of exchange becomes effective, the holding company shall redeem all shares of common stock of the holding company that were outstanding immediately before the effective time of the exchange. The holding company shall redeem the shares in the manner provided in the plan of exchange.

As added by P.L.238-1983, SEC.10.

 

IC 28-1-7.5-12Separate and distinct corporations; effect upon liability

     Sec. 12. The bank, trust company, corporate fiduciary, or stock savings bank and the holding company are separate and distinct corporations. Notwithstanding any acts or omissions of the officers, directors, or shareholders of the corporations, neither of the corporations has any liability to the creditors, depositors, or shareholders of the other.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.70; P.L.262-1995, SEC.23.

 

IC 28-1-7.5-13Exemption from requirements of IC 28-1-2-23

     Sec. 13. An acquisition by a holding company of control of a bank, trust company, corporate fiduciary, or stock savings bank is exempt from the requirements of IC 28-1-2-23 if the acquisition is made under this chapter.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.71; P.L.262-1995, SEC.24.

 

IC 28-1-7.5-14Acquisition under other lawful procedures unaffected

     Sec. 14. This chapter does not prohibit the acquisition by a holding company of shares of stock of a bank, trust company, corporate fiduciary, or stock savings bank under any other procedure that may be authorized by law, under voluntary exchange, or under an agreement with shareholders.

As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.72; P.L.262-1995, SEC.25.

 

IC 28-1-7.5-15Limitations of IC 28-2-14 unaffected

     Sec. 15. This chapter does not affect the limitations imposed on bank holding companies by IC 28-2-14.

As added by P.L.238-1983, SEC.10. Amended by P.L.19-1986, SEC.48.

 

IC 28-1-8Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations
           28-1-8-0.5"Corporation"
           28-1-8-0.7"Shareholder"
           28-1-8-1Disposition of property and assets; authority; compliance with procedures
           28-1-8-2Resolution proposing sale or other disposition; submission to shareholders
           28-1-8-3Submission of resolution to department; conditions for approval; economic benefits to officers or directors
           28-1-8-4Submission to shareholders; vote required; exception for corporation in danger of insolvency
           28-1-8-5Dissenting shareholders; effective date of disposition; inapplicability to credit unions, mutual savings banks, and mutual savings associations
           28-1-8-6Purchase of assets; submission of resolution and application to department; factors for department's approval; exceptions to approval requirement

 

IC 28-1-8-0.5"Corporation"

     Sec. 0.5. As used in this chapter, "corporation" means:

(1) a bank;

(2) a trust company;

(3) a corporate fiduciary;

(4) a savings bank;

(5) a savings association;

(6) an industrial loan and investment company that maintains federal deposit insurance; or

(7) a credit union.

As added by P.L.171-1996, SEC.6. Amended by P.L.192-1997, SEC.3; P.L.79-1998, SEC.40; P.L.159-2017, SEC.25.

 

IC 28-1-8-0.7"Shareholder"

     Sec. 0.7. As used in this chapter, "shareholder", with respect to a:

(1) mutual savings bank;

(2) mutual savings association; or

(3) credit union;

refers to a member of the mutual savings bank, mutual savings association, or credit union, as applicable.

As added by P.L.27-2012, SEC.43. Amended by P.L.13-2013, SEC.72; P.L.159-2017, SEC.26.

 

IC 28-1-8-1Disposition of property and assets; authority; compliance with procedures

     Sec. 1. A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property and assets, including good will, by complying with the provisions of this chapter.

Formerly: Acts 1933, c.40, s.137. As amended by P.L.263-1985, SEC.37; P.L.122-1994, SEC.73; P.L.262-1995, SEC.26; P.L.27-2012, SEC.44.

 

IC 28-1-8-2Resolution proposing sale or other disposition; submission to shareholders

     Sec. 2. (a) A sale, lease, exchange, or other disposition described in section 1 of this chapter must first be proposed by the board of directors by the adoption of a resolution that:

(1) sets forth the terms and conditions of the sale, lease, exchange, or other disposition; and

(2) directs that the proposed disposition be submitted to a vote of the shareholders at the annual meeting or a special meeting.

     (b) The meeting described in subsection (a)(2) shall:

(1) be called in the resolution required by subsection (a); and

(2) be in accordance with:

(A) IC 28-13-5-8, in the case of a corporation other than a credit union; and

(B) IC 28-7-1-14, in the case of a credit union.

Formerly: Acts 1933, c.40, s.138. As amended by P.L.263-1985, SEC.38; P.L.14-1992, SEC.75; P.L.122-1994, SEC.74; P.L.27-2012, SEC.45; P.L.159-2017, SEC.27.

 

IC 28-1-8-3Submission of resolution to department; conditions for approval; economic benefits to officers or directors

     Sec. 3. (a) Before a proposed disposition described in section 1 of this chapter is submitted to a vote of the shareholders, the resolution proposing the disposition shall be submitted for the approval of the department.

     (b) Subject to section 5(d) of this chapter, and any approvals required under federal law, the department may approve a resolution if the corporation has and will have assets in excess of the corporation's liabilities and either of the following applies:

(1) The corporation intends to merge out of existence under IC 28-1-7-1 or IC 28-7-1-33, as applicable.

(2) The corporation intends to voluntarily dissolve under IC 28-1-9 or IC 28-7-1-27.1, as applicable.

     (c) An officer or a director of a corporation whose proposed disposition is approved by the department under subsection (b) may not negotiate for or receive any economic benefit in connection with any sale of assets under this chapter, except for:

(1) compensation and other benefits paid to the officer or director and to officers and directors of the purchasing institution in the ordinary course of business;

(2) any economic benefit realized by all shareholders as a result of the disposition; or

(3) any economic benefit received as part of a compensation or benefit plan existing at the time of the disposition and approved before the initiation of sale negotiations.

     (d) If the department approves a resolution submitted under this section, the department shall:

(1) write or stamp on the resolution:

(A) the words "Approved by the Department of Financial Institutions of the State of Indiana"; and

(B) the date of the approval; and

(2) place the impression of the seal of the department and the signature of the director or the director's authorized designee beneath the approval stamp.

Formerly: Acts 1933, c.40, s.139. As amended by P.L.263-1985, SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010, SEC.114; P.L.27-2012, SEC.46; P.L.159-2017, SEC.28.

 

IC 28-1-8-4Submission to shareholders; vote required; exception for corporation in danger of insolvency

     Sec. 4. If a resolution proposing a disposition described in section 1 of this chapter is approved by the department, the resolution may then be submitted to the shareholders at the annual meeting or a special meeting. The resolution shall be authorized upon receiving the affirmative votes of two-thirds (2/3) of the outstanding shares. However, the department may permit the resolution to be authorized without receiving shareholder approval if the corporation whose assets are to be disposed of is in danger of insolvency.

Formerly: Acts 1933, c.40, s.140. As amended by P.L.122-1994, SEC.76; P.L.159-2017, SEC.29.

 

IC 28-1-8-5Dissenting shareholders; effective date of disposition; inapplicability to credit unions, mutual savings banks, and mutual savings associations

     Sec. 5. (a) This section does not apply to a shareholder of a credit union that is the subject of a proposed transaction concerning the sale, lease, exchange, or other disposition of the credit union's property or assets under this chapter.

     (b) Subject to subsection (d), the rights of dissenting shareholders in the case of a merger or consolidation, as set forth in IC 28-1-7-21, apply to the sale, lease, exchange, or other disposition of the property and assets of a corporation under this chapter. Any dissenting shareholder shall have such rights and remedies as provided for in IC 28-1-7-21.

     (c) For purposes of the application of IC 28-1-7-21 to this chapter, the "effective date" of a sale, lease, exchange, or other disposition under this chapter, within the meaning of IC 28-1-7-21, is the date upon which the disposition was authorized by the shareholders of the corporation.

     (d) In a proposed disposition described in section 3(b) of this chapter, if the corporation that is the subject of the proposed disposition is a mutual savings bank or a mutual savings association, the rights and remedies for dissenting shareholders set forth in IC 28-1-7-21 do not apply.

Formerly: Acts 1933, c.40, s.141. As amended by P.L.263-1985, SEC.40; P.L.122-1994, SEC.77; P.L.27-2012, SEC.47; P.L.159-2017, SEC.30.

 

IC 28-1-8-6Purchase of assets; submission of resolution and application to department; factors for department's approval; exceptions to approval requirement

     Sec. 6. (a) Subject to the approval of the department, a corporation may purchase all or substantially all of the assets of one (1) or more other corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or the United States.

     (b) After the board of directors of a corporation agrees to purchase all or substantially all of the assets of one (1) or more corporations, the board resolution approving the purchase and an application in the form prescribed by the director of the department must be submitted for approval by the department.

     (c) Subject to any approvals required under federal law, the department, in its discretion, may approve or disapprove an application and a board resolution submitted under subsection (b). In deciding whether to approve or disapprove the board resolution and application, the department shall consider the following factors:

(1) Whether the institutions subject to the proposed transaction are operated in a safe, sound, and prudent manner.

(2) Whether the financial condition of any institution subject to the proposed transaction will jeopardize the financial stability of any other institutions subject to the proposed transaction.

(3) Whether the proposed transaction under this chapter will result in an institution that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(4) Whether the management or other principals of the institution that will result from the proposed transaction under this chapter are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution.

(5) Whether the public convenience and advantage will be served by the resulting institution after the proposed transaction.

(6) Whether the institutions subject to the proposed transaction under this chapter furnish all of the information the department requires in reaching the department's decision.

(7) If deposits are to be transferred as part of the proposed transaction, whether the resulting institution will maintain adequate federal deposit insurance or such other deposit insurance as approved by the director.

     (d) The approval of the department of the purchase of all or substantially all of the assets of one (1) or more corporations is not required under this section if the resulting corporation is a corporation organized or reorganized under the laws of:

(1) a state (as defined in IC 28-2-17-19) other than Indiana; or

(2) the United States.

As added by P.L.171-1996, SEC.7. Amended by P.L.79-1998, SEC.41; P.L.27-2012, SEC.48.

 

IC 28-1-9Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations
           28-1-9-1Surrender of corporate rights before commencement of business; certificate of incorporators
           28-1-9-2Authority to liquidate and dissolve; resolution; submission to shareholders; vote required
           28-1-9-3Examinations; departmental approval of liquidation
           28-1-9-4Restrictions on dividends and business pending payment of debts and liabilities
           28-1-9-5Liquidating agent; appointment; powers
           28-1-9-6Liquidating agent; authority
           28-1-9-7Trust and fiduciary property; disposition
           28-1-9-8Petition of liquidating agent; statement of debts and liabilities; recommendations as to claims; suspension of creditor's right of action on claims
           28-1-9-9Notice to creditors
           28-1-9-10Creditor's petition asserting claim; priority or opposition to other claims; failure to appear; effect of liquidating agent's failure to petition
           28-1-9-11Unclaimed distributive portions
           28-1-9-12Authority to borrow
           28-1-9-13Articles of dissolution; execution and filing; contents
           28-1-9-14Articles of dissolution; presentation to department and to secretary of state
           28-1-9-15Articles of dissolution; approval by department
           28-1-9-16Certificate of incorporators or articles of dissolution; approval by secretary of state; filing; certificate of dissolution
           28-1-9-17Certificate of incorporators or articles of dissolution; recording
           28-1-9-18Termination of corporate existence; existing liabilities
           28-1-9-19Expired corporations; continuation for purposes of liquidation
           28-1-9-20Pending liquidations; acceptance of chapter

 

IC 28-1-9-1Surrender of corporate rights before commencement of business; certificate of incorporators

     Sec. 1. With the approval in writing of the department, the incorporators named in the articles of incorporation of any corporation organized under the provisions of this article may surrender the certificate of incorporation and all of the corporate rights and franchises of the corporation, at any time within one (1) year from the date of the issuance of the certificate and before the issuance of any of the shares of capital stock of the corporation and before the beginning by it of the business for which it was formed, by presenting to the secretary of state, at his office, accompanied by the fees prescribed by law, a certificate, in triplicate, signed and verified by the joint and several oaths of a majority of the incorporators, in the form prescribed by the secretary of state, showing that no shares of the capital stock of the corporation have been issued and that the amount, if any, actually paid in on the shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto, that such business has not been begun, that no debts remain unpaid, and that they surrender all rights and franchises.

Formerly: Acts 1933, c.40, s.142. As amended by P.L.263-1985, SEC.41.

 

IC 28-1-9-2Authority to liquidate and dissolve; resolution; submission to shareholders; vote required

     Sec. 2. Any bank, trust company, corporate fiduciary, savings bank organized after December 31, 1992, bank of discount and deposit, or savings association may liquidate its affairs and dissolve in the manner prescribed in this chapter. Whenever the board of directors, by a resolution adopted by a majority vote of the members of such board, shall deem it advisable to submit the question of dissolution, or whenever the board of directors shall be requested in writing by the holders of a majority of the outstanding shares of capital stock to submit the question of dissolution, the board of directors shall submit the question of dissolving the corporation to a vote of the shareholders of the corporation entitled to vote at such meeting as may be designated in such request, or, in the absence of such request or of such designation, in such resolution. The designated meeting may be an annual or a special meeting of the shareholders. If the designated meeting is an annual meeting, notice of the question of dissolution shall be included in the notice of the annual meeting. If the designated meeting is a special meeting of the shareholders, such special meeting shall be called by the board of directors, and notice of such meeting shall be given at the time and in the manner provided in IC 28-13-14-6. The dissolution shall be authorized, subject to the provisions of section 3 of this chapter, upon receiving the affirmative votes of the holders of two-thirds (2/3) of the outstanding shares of stock of the corporation unless the corporation is a savings association authorized to dissolve by the provisions of this section, in which case the affirmative votes of the holders of a majority of the outstanding shares of stock shall be sufficient and dissolution shall thereby be authorized.

Formerly: Acts 1933, c.40, s.143. As amended by P.L.263-1985, SEC.42; P.L.14-1992, SEC.77; P.L.122-1994, SEC.78; P.L.262-1995, SEC.27; P.L.79-1998, SEC.42.

 

IC 28-1-9-3Examinations; departmental approval of liquidation

     Sec. 3. After the resolution submitting the question of dissolving the corporation shall have been adopted by the board of directors, such resolution shall be submitted to and shall be approved by the department before such resolution is submitted to a vote of the shareholders of such corporation. Upon the filing of such resolution, the department shall cause an examination to be made of the business and affairs of such corporation. If the department shall find, from such examination, that such corporation is solvent or that it has sufficient assets with which to pay all of its depositors and all of its other liabilities, it may enter an order in writing approving the dissolution of such corporation and authorizing the board of directors of such corporation to submit the question of dissolving such corporation to the shareholders, in the manner prescribed in this article. If the department shall find, from such examination, that such corporation is in an unsound or unsafe condition or has otherwise violated the provisions of IC 28-1-3.1-2, it may enter an order, in writing, disapproving of the voluntary dissolution of such corporation, and the department shall thereupon take possession of the business and property of such corporation and proceed to liquidate such corporation in the manner prescribed in and subject to the provisions of IC 28-1-3.1.

Formerly: Acts 1933, c.40, s.144. As amended by P.L.263-1985, SEC.43.

 

IC 28-1-9-4Restrictions on dividends and business pending payment of debts and liabilities

     Sec. 4. After the vote of the shareholders shall have been taken, as hereinbefore provided, no dividend or profits shall be paid to the shareholders, nor shall any part of the capital be withdrawn by or paid to the shareholders, in any manner whatsoever, nor shall such corporation transact any business whatsoever except such as may be necessary or incidental to its dissolution, until all of the debts and liabilities of the corporation of every kind are fully paid.

Formerly: Acts 1933, c.40, s.145.

 

IC 28-1-9-5Liquidating agent; appointment; powers

     Sec. 5. Upon the authorization of the dissolution by the shareholders, the board of directors, with the approval of the department, shall appoint one (1) or more liquidating agents, and their successors, designated as "agent" in this chapter, to act for and on behalf of the corporation, which agent shall have the power and authority to liquidate such corporation subject to such limitations as may be imposed by the board of directors not inconsistent with the provisions of this article. Such agent shall proceed to:

(a) cause a notice that the corporation is about to be dissolved to be published once in a newspaper of general circulation in the county in which the principal office of the corporation is located;

(b) dispose of all trust property as prescribed in section 7 of this chapter, and all property of the kind described in IC 28-1-3.1-14, in the same manner as a receiver is authorized to dispose of such property;

(c) collect all of the corporate assets and, for that purpose, may bring all actions, in his own name, that are necessary;

(d) enforce and collect, in his own name, the liability imposed by law upon shareholders, in the same manner and to the same extent as a receiver is authorized to enforce and collect such liability upon involuntary liquidation, as provided in IC 28-1-3.1-15;

(e) pay and discharge all of the corporate debts and liabilities in the same manner as is prescribed for a receiver in IC 28-1-3.1-6; and

(f) distribute the remaining corporate assets and property among the shareholders or such other persons as may be designated in the articles of incorporation, according to their respective interests, after the provisions of subdivisions (a) through (e) of this section shall have been fully complied with.

Formerly: Acts 1933, c.40, s.146. As amended by P.L.263-1985, SEC.44.

 

IC 28-1-9-6Liquidating agent; authority

     Sec. 6. (a) The agent shall have the right and authority to collect all debts, dues, claims, and demands belonging to such corporation, and upon order of the court wherein the statement of all debts and liabilities of such corporation shall have been or may be filed, and upon such terms and conditions as shall be fixed by such court, the agent may:

(1) sell or otherwise dispose of all or any part of the assets and property, including real estate, at public or private sale after notice;

(2) compound all bad or doubtful debts, dues, claims, and demands or sell or otherwise dispose of the same at public or private sale after notice; and

(3) compromise all claims and demands against such corporation.

     (b) The agent may prosecute, defend, or participate in any and all actions which were pending against the corporation when he was appointed and may likewise defend any action instituted thereafter. The agent shall, in the name of the corporation and on its behalf, execute, acknowledge, and deliver all deeds, conveyances, assignments, releases, or other instruments necessary and proper to effect any sale, lease, or transfer of real estate or personal property or to carry into effect any power conferred or duty imposed by this article. All such instruments shall be sealed with the corporate seal.

Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24. As amended by P.L.263-1985, SEC.45.

 

IC 28-1-9-7Trust and fiduciary property; disposition

     Sec. 7. If, at the time of liquidation such corporation shall hold any property, real or personal, in trust for any individual or corporation under or by virtue of any trust instrument, the agent shall convey, assign, and deliver such property to the successor trustee named in the trust instrument under which such property is held, or if no successor trustee be named therein, to such individual or to a bank or trust company or corporate fiduciary that is qualified to exercise trust powers as may be designated in writing by the beneficiaries of such trust, or if no such designation is made after written notice to the beneficiaries, or if the beneficiaries are otherwise incompetent to designate a successor trustee, then to such individual or to such bank or trust company or corporate fiduciary that is qualified to exercise trust powers as may be appointed by the circuit, probate, or other court having jurisdiction of trusts in the county where the principal office of such corporation is located. No person eighteen (18) years of age or older shall be deemed incompetent by virtue of his age to name a successor trustee. If any such corporation, at the time of liquidation, shall be acting as administrator, executor, guardian, receiver or in any other fiduciary capacity under the appointment of any court, the agent shall convey, assign, and deliver all of the property of such trust and all of such trust business, to such individual or to such bank or trust company or corporate fiduciary that is qualified to execute trusts, as may be appointed by the court having jurisdiction of such trust, upon the order and direction of such court.

Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2. As amended by P.L.262-1995, SEC.28.

 

IC 28-1-9-8Petition of liquidating agent; statement of debts and liabilities; recommendations as to claims; suspension of creditor's right of action on claims

     Sec. 8. Within sixty (60) days after such dissolution has been authorized by the shareholders, the agent shall file with the clerk of the circuit, superior or probate court of the county in which such corporation has its principal place of business, a verified petition, in duplicate, which shall contain a complete statement of all debts and liabilities of such corporation, whether to creditors or shareholders setting forth the name and address of each creditor, and/or shareholder and the nature and amount of each claim, as disclosed by the books of such corporation, or otherwise coming to the knowledge of such agent, together with the recommendations of such agent as to the allowance or disallowance of such claims, but in making such recommendations, such agent shall not determine or recommend any preferences or priorities as to any claim or claims. The agent shall also file one (1) copy of such petition in the office of the department and retain one (1) copy thereof at the principal office of the corporation for inspection by creditors, shareholders or other persons interested. Upon the filing of such petition the same shall be docketed as a cause of action upon the records of the court wherein such petition is filed and thereupon such court shall be vested with exclusive jurisdiction to hear and determine all issues and matters pertaining to or connected with the allowance, disallowance and payment of claims against such corporation. No creditor or other person shall have any claim or any right to bring an action in any court upon any claim or to assert any right against such corporation after such dissolution has been authorized by the shareholders and before the date fixed for the filing of such petition with the clerk of such court.

Formerly: Acts 1933, c.40, s.149.

 

IC 28-1-9-9Notice to creditors

     Sec. 9. Upon the filing of such petition, the agent may, by mail, notify each creditor and/or shareholder whose name appears in the petition of the amount for which his claim was recommended for allowance, without priority, and shall, in such notice, specify the date that shall have been fixed by the court, not less than sixty (60) days from the date of such notice, within which all creditors and/or shareholders who may be dissatisfied with the recommendations of the agent as to the allowance or disallowance of claims may appear in court, and, by petition, assert their claims or any priorities thereon. At the same time the agent shall also give notice by publication, once each week, for three (3) successive weeks, in some newspaper of general circulation, printed or circulated in the county where the liquidation proceedings are pending that the petition and the recommendations as to the allowance or disallowance of claims has been filed with the court and specifying the date that shall have been fixed by the court, not less than sixty (60) days from the date of such notice, within which any creditors, shareholders or other persons interested, may appear, and, by petition filed in the court, assert any claims or priorities thereon or object to the allowances or disallowances recommended by such agent.

Formerly: Acts 1933, c.40, s.150.

 

IC 28-1-9-10Creditor's petition asserting claim; priority or opposition to other claims; failure to appear; effect of liquidating agent's failure to petition

     Sec. 10. Within the time fixed by the notice, any creditor, shareholder or other person interested may, by verified petition filed in the court, assert his claim, or any priority thereon, or oppose the allowance, of any claims appearing upon the statement, or asserted by any other creditor or shareholder and the agent or any creditor, shareholder or other person interested, within such time as may have been fixed by the court, may oppose the allowance with or without priority of the claims asserted by any creditor or shareholder. The court may, upon good cause shown, extend the time for the filing of any petition or objection by any person for the allowance or disallowance of any claim herein referred to. Any creditor or shareholder who fails to appear and file his petition as is provided within the time fixed by the notice or by any extension granted by the court shall be forever barred from asserting any claim different from that recommended by the agent or from asserting any claim or priority, and from contesting or opposing the allowance, with or without priority, of any claim asserted by any creditor. If such agent shall not file a petition, as hereinbefore prescribed in this section, within sixty (60) days after the dissolution shall have been authorized, any creditor or other person asserting any claim against or any right, title or interest in and to the assets of such corporation may bring an action founded on such claim or other right in the circuit or superior court of the county in which the principal office of such corporation is located. If such petition shall have been filed on or before the date fixed for the filing of such petition with the clerk of the circuit, superior or probate court all creditors or other persons asserting any claim or other right against such corporation shall enforce such claim or other right pursuant to the provisions prescribed in this section and not otherwise.

Formerly: Acts 1933, c.40, s.151.

 

IC 28-1-9-11Unclaimed distributive portions

     Sec. 11. In case depositors or other creditors or the holders of shares of any such corporation are unknown or shall fail or refuse to accept their distributive shares in the property and assets of such corporation, or are under any disability, or cannot be found after diligent inquiry, upon the final settlement of the liquidation, the liquidating agent shall treat the property as unclaimed property and comply with IC 32-34-1.

Formerly: Acts 1933, c.40, s.152; Acts 1937, c.33, s.15. As amended by P.L.35-2010, SEC.115.

 

IC 28-1-9-12Authority to borrow

     Sec. 12. After the authorization of the dissolution of such corporation, the board of directors is hereby authorized to borrow money and to secure the payment thereof, in the same manner and to the extent that a receiver may borrow money and secure the payment thereof when any financial institution is in involuntary liquidation, as provided in IC 28-1-3.1-6.

Formerly: Acts 1933, c.40, s.153. As amended by P.L.263-1985, SEC.46.

 

IC 28-1-9-13Articles of dissolution; execution and filing; contents

     Sec. 13. Upon the completion of the dissolution, the corporation shall execute and file, in the manner hereinafter provided, articles of dissolution, setting forth the following:

     (a) The name of the corporation.

     (b) The place where its principal office is located.

     (c) The date of the meeting of the shareholders at which the dissolution was authorized, and a copy of the notices of such meeting.

     (d) A copy of the resolution of the shareholders authorizing the dissolution.

     (e) The manner of the resolution's adoption and the vote by which adopted.

     (f) A copy of the notice published as hereinabove provided.

     (g) The names and addresses of the then existing directors and officers of the corporation.

     (h) A copy of the order of the department authorizing the dissolution of such corporation.

     (i) A brief summary showing the manner in which the corporate debts and liabilities were disposed of or paid.

     (j) A complete itemized list, in a format approved by the director of the department, of all the corporate assets and property distributed to the corporation's shareholders and any other information required by the director of the department.

Formerly: Acts 1933, c.40, s.154; Acts 1937, c.33, s.16. As amended by P.L.216-2013, SEC.17.

 

IC 28-1-9-14Articles of dissolution; presentation to department and to secretary of state

     Sec. 14. The articles of dissolution shall be executed in triplicate, in the form prescribed by the department, by the president or a vice-president and by the secretary or cashier of the corporation, and shall be verified by the oaths of the officers signing such articles, and shall be presented in triplicate to the department as (and) to the secretary of state, at their offices, as hereinafter provided, accompanied by an affidavit of the publisher of the newspaper wherein the notice of dissolution was published, as hereinbefore provided, as to the publication of such notice, and by the fees prescribed by law.

Formerly: Acts 1933, c.40, s.155.

 

IC 28-1-9-15Articles of dissolution; approval by department

     Sec. 15. After the articles of dissolution shall have been executed and before they are presented to the secretary of state, they shall first be presented to the department. If the department finds that the articles of dissolution conform to law, it shall approve such articles, and its approval shall be evidenced in the manner prescribed in IC 28-12-5.

Formerly: Acts 1933, c.40, s.156. As amended by P.L.263-1985, SEC.47; P.L.14-1992, SEC.78.

 

IC 28-1-9-16Certificate of incorporators or articles of dissolution; approval by secretary of state; filing; certificate of dissolution

     Sec. 16. Upon presentation of the certificate of the incorporators, as provided in section 1 of this chapter, or of the articles of dissolution and proof of publication, as provided in section 14 of this chapter, the secretary of state, if he finds that it or they conform to law, shall endorse his approval upon each of the triplicate copies of the certificate or articles, as the case may be, and, when all fees shall have been paid as required by law, shall file one (1) copy of the certificate or articles and the accompanying proof of publication in his office, and shall issue a certificate of dissolution to the corporation, and shall return the certificate of dissolution to the corporation, together with two (2) copies of the certificate of the incorporators or articles of dissolution, as the case may be, bearing the endorsement of his approval.

Formerly: Acts 1933, c.40, s.157. As amended by P.L.263-1985, SEC.48.

 

IC 28-1-9-17Certificate of incorporators or articles of dissolution; recording

     Sec. 17. The corporation shall then file for record with the county recorder of the county or counties in which the articles of incorporation were or should have been recorded, as provided in IC 28-12-8, one (1) of the triplicate copies of the certificate of the incorporators or of the articles of dissolution bearing the endorsement of the approval of the secretary of state as provided in section 16 of this chapter.

Formerly: Acts 1933, c.40, s.158. As amended by P.L.263-1985, SEC.49; P.L.14-1992, SEC.79.

 

IC 28-1-9-18Termination of corporate existence; existing liabilities

     Sec. 18. (a) Upon the issuance of the certificate of dissolution and the recording of the certificate of the incorporators or the articles of dissolution, as the case may be, as provided in section 17 of this chapter, the corporation shall be dissolved and its existence shall cease.

     (b) The dissolution of any corporation in accordance with the provisions of this section shall not take away or impair any remedy against such corporation, its directors, officers, or shareholders for any liabilities incurred by the corporation previous to its dissolution if suit is brought and service of process is had, as provided by the laws of this state, within two (2) years after the date of such dissolution.

Formerly: Acts 1933, c.40, s.159. As amended by P.L.263-1985, SEC.50.

 

IC 28-1-9-19Expired corporations; continuation for purposes of liquidation

     Sec. 19. Every corporation whose term of existence, as fixed by the articles of incorporation, has expired shall continue its corporate capacity for two (2) years for the purpose of liquidating its affairs and distributing its assets to its shareholders, after paying all of its liabilities, and for no other purpose. For such purpose, every such corporation shall use its corporate name and shall be capable of prosecuting and defending actions and suits at law or in equity.

Formerly: Acts 1933, c.40, s.160.

 

IC 28-1-9-20Pending liquidations; acceptance of chapter

     Sec. 20. Any bank of discount and deposit, loan and trust and safe deposit company, or building and loan association organized under the provisions of any statute enacted prior to February 24, 1933, which is in voluntary liquidation on February 24, 1933, pursuant to any statute of this state may accept the provisions of this chapter and continue the liquidation of such corporation pursuant to the terms and provisions of this chapter.

Formerly: Acts 1933, c.40, s.161. As amended by P.L.263-1985, SEC.51.

 

IC 28-1-10Chapter 10. Repealed

Repealed by P.L.164-1988, SEC.14.

 

IC 28-1-11Chapter 11. Powers of Banks and Trust Companies
           28-1-11-1General and enumerated rights, privileges, and powers; "bank or trust company"
           28-1-11-2Fiscal or transfer agent; transportation agent; insurance producer or broker; attorney in fact
           28-1-11-2.5Sale of life insurance policy or annuity contract
           28-1-11-2.6Repealed
           28-1-11-3Repealed
           28-1-11-3.1Powers necessary and usual in carrying on banking business; enumerated powers; application of rules
           28-1-11-3.2Request to exercise rights and privileges granted to national bank; procedures; appeal
           28-1-11-4Investments; deposit of funds
           28-1-11-5Real estate
           28-1-11-6Appointment as fiduciary
           28-1-11-7Testamentary and probate fiduciary appointments
           28-1-11-8Appointment as successor guardian, trustee, executor, or administrator
           28-1-11-9Trust business
           28-1-11-10Service as fiduciary without bond; judicial control; requirement of security
           28-1-11-11Safe deposits and escrows
           28-1-11-12Federal reserve system and federal deposit insurance corporation membership; federal securities
           28-1-11-12.5Federal home loan bank; investments; membership; loans; transfer, assignment, and pledge of bonds, notes, contracts, mortgages, securities, and other property
           28-1-11-13Compensation for services
           28-1-11-14Equity investments in community development corporations and community based economic development; limits; exceptions to limits; exposure to liability

 

IC 28-1-11-1General and enumerated rights, privileges, and powers; "bank or trust company"

     Sec. 1. (a) In addition to the general rights, privileges, and powers conferred by IC 28-1-5 through IC 28-1-9 and subject to the limitations and restrictions contained in this article and in the articles of incorporation, every bank or trust company shall possess and may exercise the rights, privileges, and powers enumerated in this chapter.

     (b) Unless the language used specifically indicates otherwise, the terms "bank or trust company" and "bank and trust company" as used in IC 28-1-11 through IC 28-1-20 mean any bank or trust company organized under this article and any bank of discount and deposit, loan and trust and safe deposit company, or trust company organized under any statute enacted prior to February 24, 1933.

Formerly: Acts 1933, c.40, s.170. As amended by P.L.263-1985, SEC.58; P.L.3-1990, SEC.101; P.L.14-1992, SEC.80; P.L.42-1993, SEC.26; P.L.136-1994, SEC.1; P.L.27-2012, SEC.49.

 

IC 28-1-11-2Fiscal or transfer agent; transportation agent; insurance producer or broker; attorney in fact

     Sec. 2. Any bank or trust company shall have power to act as fiscal or transfer agent of the United States or of any state, municipality, body politic or corporation; and in such capacity to receive and disburse money; to transfer, register and countersign certificates of stock, bonds or other evidence of indebtedness; to authenticate and certify any such bonds and certificates of indebtedness; to act as agent to buy and sell domestic and foreign transportation; to solicit and write insurance as an insurance producer or broker for any insurance company authorized to do business in the state or states where the insurance producer or broker operates; and to act as attorney in fact or agent of any person or corporation, foreign or domestic, for any lawful purpose.

Formerly: Acts 1933, c.40, s.171. As amended by P.L.188-1997, SEC.3; P.L.63-2001, SEC.6 and P.L.134-2001, SEC.7; P.L.178-2003, SEC.89.

 

IC 28-1-11-2.5Sale of life insurance policy or annuity contract

     Sec. 2.5. (a) A bank or trust company may act as an insurance producer for the sale of any life insurance policy or annuity contract issued by a life insurance company authorized to do business in any state in which the agent operates.

     (b) A bank or trust company that acts as an insurance producer for the sale of a life insurance policy or an annuity contract in Indiana:

(1) is subject to all requirements of IC 27; and

(2) must comply with the disclosure requirements under IC 27-1-38.

     (c) A bank or trust company may not condition:

(1) an extension of credit;

(2) a lease or sale of real or personal property;

(3) the performance of services; or

(4) the amount charged for:

(A) extending credit;

(B) leasing or selling real or personal property; or

(C) performing services;

upon a person's purchase of a life insurance policy or an annuity contract from the bank or trust company or an affiliate (as defined in IC 28-2-13-3) of the bank or trust company.

     (d) This section does not prohibit a bank or trust company from requiring that a person, as a condition to a transaction, obtain a life insurance policy from an insurance company acceptable to the bank or trust company.

As added by P.L.262-1995, SEC.29. Amended by P.L.188-1997, SEC.4; P.L.130-2002, SEC.5; P.L.192-2003, SEC.2; P.L.178-2003, SEC.90.

 

IC 28-1-11-2.6Repealed

As added by P.L.262-1995, SEC.30. Amended by P.L.188-1997, SEC.5; P.L.79-1998, SEC.43. Repealed by P.L.130-2002, SEC.10.

 

IC 28-1-11-3Repealed

Formerly: Acts 1933, c.40, s.172; Acts 1935, c.5, s.25; Acts 1937, c.33, s.17; Acts 1943, c.88, s.1; Acts 1959, c.268, s.1; Acts 1967, c.295, s.2; Acts 1969, c.280, s.3; Acts 1971, P.L.394, SEC.27; Acts 1972, P.L.194, SEC.1. As amended by Acts 1979, P.L.258, SEC.1; Acts 1979, P.L.259, SEC.1. Repealed by Acts 1980, P.L.40, SEC.8.

 

IC 28-1-11-3.1Powers necessary and usual in carrying on banking business; enumerated powers; application of rules

     Sec. 3.1. (a) Any bank or trust company shall have the power to discount, negotiate, sell and guarantee promissory notes, bonds, drafts, acceptances, bills of exchange, and other evidences of debt; to buy and sell, exchange, coin and bullion; to loan money; to borrow money and to issue its notes, bonds, or debentures to evidence any such borrowing and to mortgage, pledge, or hypothecate any of its assets to secure the repayment thereof; to receive savings deposits and deposits of money subject to check, and deposits of securities or other personal property from any person or corporation, upon such terms as may be agreed upon by the parties; to contract for and receive on loans and discounts the highest rate of interest allowed by the laws of this state to be contracted for and received by individuals; to accept, for payment at a future date, drafts drawn upon it by its customers and to issue letters of credit authorizing the holders thereof to draw drafts upon it or its correspondents at sight or on time, however, the letter of credit must state a specific expiration date; and to exercise all the powers incidental and proper or which may be necessary and usual in carrying on a general banking business, but it shall have no right to issue bills to circulate as money.

     (b) Subject to such regulations, rules, policies, and guidance as the department finds to be necessary and proper, any bank or trust company shall have the following powers:

(1) To make such loans and advances of credit and purchases of obligations representing loans and advances of credit as are eligible for insurance by the federal housing administrator, and to obtain such insurance.

(2) To make such loans secured by mortgages on real property or leasehold, as the federal housing administrator insures or makes a commitment to insure, and to obtain such insurance.

(3) To purchase, invest in, and dispose of notes or bonds secured by mortgage or trust deed insured by the federal housing administrator or debentures issued by the federal housing administrator, or bonds or other securities issued by national mortgage associations.

(4) To extend credit to any state agency, with the approval of the department, notwithstanding any other provisions or limitations of IC 28-1. No law of this state prescribing the nature, amount, or form of security or requiring security upon which loans or advances of credit may be made, or prescribing or limiting interest rates upon loans or advances of credit, or prescribing or limiting the period for which loans or advances of credit may be made, shall be deemed to apply to loans, advances of credit, or purchases made pursuant to subdivisions (1), (2), and (3) and this subdivision.

(5) To purchase, take, hold, and dispose of notes, and mortgages securing such notes, made to any joint stock land bank heretofore incorporated, in any case in which not less than ninety-nine percent (99%) of the stock of said joint stock land bank is owned by the bank or trust company at the time such notes or mortgages be acquired by the bank or trust company; and upon dissolution of any such joint stock land bank, or at any stage in the process of such dissolution, any bank or trust company then owning not less than ninety-nine percent (99%) of the stock of such joint stock land bank may take, hold, and dispose of any notes, mortgages, or other assets of such joint stock land bank of whatsoever nature, including real estate, wheresoever situated, which such joint stock land bank shall assign, transfer, convey, or otherwise make over to such bank or trust company by way of final or partial distribution of its assets to its stockholders upon such dissolution or in connection with the process of such dissolution. No law of this state prescribing the nature, amount, location, or form of security, or requiring security upon which loans or advances of credit may be made, or prescribing or limiting interest rates upon loans or advances of credit, or prescribing or limiting the period for which loan or advances of credit may be made, or prescribing any ratio between the amount of any loan and the appraised value of the security for such loan, or requiring periodical reductions of the principal of any loan, shall be deemed to apply to loans, notes, mortgages, real estate, or other assets mentioned in this subdivision.

(6) To adopt stock purchase programs for employees and to grant options to purchase, and to issue and sell, shares of its capital stock to its employees, or to a trustee on their behalf (which may be the bank or trust company issuing such capital stock), without first offering the same to its shareholders, for such consideration, not less than par value, and upon such terms and conditions as shall be approved by its board of directors and by the holders of a majority of its shares entitled to vote with respect thereto, and by the department. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuances of such options and the sufficiency thereof shall be conclusive. Any bank or trust company exercising the powers granted in this subsection may, to the extent approved by the department, have authorized and unissued stock required to fulfill any stock option or other arrangement authorized herein.

(7) Subject to such restrictions as the department may impose, to become the owner or lessor of personal or real property acquired upon the request and for the use of a customer and to incur such additional obligations as may be incident to becoming an owner or lessor of such property.

(8) To purchase or construct buildings and hold legal title thereto to be leased to municipal corporations or other public authorities, for public purposes, having resources sufficient to make payment of all rentals as they become due. Each lease agreement shall provide that upon expiration, the lessee will become the owner of the building.

(8.1) To purchase, hold, and convey real estate in accordance with section 5 of this chapter.

(9) Subject to section 3.2 of this chapter, to exercise the rights and privileges (as defined in section 3.2(a) of this chapter) that are or may be granted to national banks domiciled in Indiana.

     (c) Any rule made and promulgated under and pursuant to this section may apply to one (1) or more banks or trust companies or to one (1) or more localities in the state as the department, in its discretion, may determine.

As added by Acts 1980, P.L.40, SEC.7. Amended by P.L.33-1991, SEC.14; P.L.14-1992, SEC.81; P.L.136-1994, SEC.2; P.L.176-1996, SEC.11; P.L.194-1997, SEC.1; P.L.215-1999, SEC.2; P.L.10-2006, SEC.30 and P.L.57-2006, SEC.30; P.L.213-2007, SEC.38; P.L.217-2007, SEC.36; P.L.35-2010, SEC.116; P.L.27-2012, SEC.50; P.L.73-2016, SEC.17.

 

IC 28-1-11-3.2Request to exercise rights and privileges granted to national bank; procedures; appeal

     Sec. 3.2. (a) As used in this section, "rights and privileges" means the power:

(1) to:

(A) create;

(B) deliver;

(C) acquire; or

(D) sell;

a product, a service, or an investment that is available to or offered by; or

(2) to engage in mergers, consolidations, reorganizations, or other activities or to exercise other powers authorized for;

national banks domiciled in Indiana.

     (b) A bank that intends to exercise any rights and privileges that are:

(1) granted to national banks; but

(2) not authorized for banks under the Indiana Code (except for this section) or any rule adopted under the Indiana Code;

shall submit a letter to the department describing in detail the requested rights and privileges granted to national banks that the bank intends to exercise. If available, copies of relevant federal law, regulations, and interpretive letters must be attached to the letter submitted by the bank.

     (c) The department shall promptly notify the requesting bank of the department's receipt of the letter submitted under subsection (b). Except as provided in subsection (e), the bank may exercise the requested rights and privileges sixty (60) days after the date on which the department receives the letter unless otherwise notified by the department.

     (d) The department may deny the requested rights and privileges if the department finds that:

(1) national banks domiciled in Indiana do not possess the requested rights and privileges;

(2) the exercise of the requested rights and privileges by the bank would adversely affect the safety and soundness of the bank;

(3) the exercise of the requested rights and privileges by the bank would result in an unacceptable curtailment of consumer protection; or

(4) the failure of the department to approve the requested rights and privileges will not result in a competitive disadvantage to the bank.

     (e) The sixty (60) day period referred to in subsection (c) may be extended by the department based on a determination that the bank's letter raised issues requiring additional information or additional time for analysis. If the sixty (60) day period is extended under this subsection, the bank may exercise the requested rights and privileges only if the bank receives prior written approval from the department. However:

(1) the department must:

(A) approve or deny the requested rights and privileges; or

(B) convene a hearing;

not later than sixty (60) days after the department receives the bank's letter; and

(2) if a hearing is convened, the department must approve or deny the requested rights and privileges not later than sixty (60) days after the hearing is concluded.

     (f) The exercise of rights and privileges by a bank in compliance with and in the manner authorized by this section is not a violation of any provision of the Indiana Code or rules adopted under IC 4-22-2.

     (g) If a bank receives approval to exercise the requested rights and privileges granted to national banks domiciled in Indiana, the department shall determine by order whether all banks may exercise the same rights and privileges. In making the determination required by this subsection, the department must ensure that the exercise of the rights and privileges by all banks will not:

(1) adversely affect their safety and soundness; or

(2) unduly constrain Indiana consumer protection provisions.

     (h) If the department denies the request of a bank under this section to exercise any rights and privileges that are granted to national banks, the bank may appeal the decision of the department to the circuit court, superior court, or probate court with jurisdiction in the county in which the principal office of the bank is located. In an appeal under this section, the court shall determine the matter de novo.

As added by P.L.194-1997, SEC.2. Amended by P.L.73-2004, SEC.34; P.L.213-2007, SEC.39; P.L.217-2007, SEC.37; P.L.35-2010, SEC.117; P.L.84-2016, SEC.121.

 

IC 28-1-11-4Investments; deposit of funds

     Sec. 4. (a) Except as otherwise provided in this article, the business of dealing in investment securities by any bank or trust company is limited to purchasing and selling securities without recourse, solely upon the order and for the account of customers and in no event for its own account. A bank or trust company may not underwrite or guarantee all or any part of any issue of securities other than obligations issued or guaranteed by or on behalf of the state or any political subdivision of the state or any agency or instrumentality of either. A bank or trust company may purchase for its own account and sell investment securities under such limitations and restrictions as the department prescribes by regulation, rule, policy, or guidance, but in no event may the total amount of the investment securities of any one (1) obligor or maker, purchased or held by a bank or trust company for its own account, exceed at any time ten percent (10%) of the amount of the total equity capital of the bank or trust company. The limitations imposed by this section do not apply to the direct or indirect obligations of the United States or the direct obligations of a United States territory or insular possession or of the state of Indiana or any municipal corporation or taxing district in Indiana. A bank or trust company may purchase for its own account and sell shares of stock in federal or state chartered small business investment companies that have received a permit or license to operate under the federal Small Business Investment Act (15 U.S.C. 681). However, a bank or trust company may not acquire shares in any small business investment company if, upon the making of that acquisition, the aggregate amount of shares in small business investment companies then held by the bank would exceed five percent (5%) of its total equity capital.

     (b) A bank or trust company may purchase for its own account and sell:

(1) shares of open-end investment companies the portfolios of which consist solely of securities that are eligible for purchase and sale by national banking associations; and

(2) collateralized obligations that are eligible for purchase and sale by national banking associations. However, a bank or trust company may purchase for its own account and sell the obligations only to the extent that a national banking association can purchase and sell those obligations.

     (c) A bank or trust company may deposit its funds in:

(1) a federally chartered savings association;

(2) a savings association or other entity organized and operated according to federal law or the laws of any state or the District of Columbia; or

(3) a bank organized and operated according to federal law or the laws of any state or the District of Columbia;

the accounts of which are insured by the Federal Deposit Insurance Corporation.

     (d) A bank or trust company may not purchase for its own account any bond, note, or other evidence of indebtedness that is commonly designated as a security that is speculative in character or that has speculative characteristics. For the purposes of this subsection, a security is speculative or has speculative characteristics if at the time of purchase the security:

(1) is rated below the first four (4) rating classes by a generally recognized security rating service;

(2) is in default; or

(3) is otherwise considered speculative by the director.

     (e) A bank or trust company may purchase for its own account a security that is not rated by a generally recognized security rating service if:

(1) the bank or trust company at the time of purchase obtains financial information that is adequate to document the investment quality of the security; and

(2) the security is not otherwise considered speculative by the director.

     (f) Except as otherwise authorized by this title, a bank or trust company may not acquire for its own account, whether by purchase or otherwise, any share of stock of a corporation that is not a subsidiary of that bank or trust company unless the acquisition is considered expedient to prevent loss from a debt previously contracted in good faith. Any shares of stock or other ownership interest in a corporation or another entity thus acquired by a bank or trust company and that would not have been eligible for acquisition shall be sold and disposed of within six (6) months from the date of acquisition unless the director grants an extension of time for the sale and disposition.

     (g) Notwithstanding any other provision of this article, a bank or trust company may purchase for its own account shares of stock of a banker's bank insured by the Federal Deposit Insurance Corporation or a holding company that owns or controls a banker's bank insured by the Federal Deposit Insurance Corporation. For the purposes of this subsection, a "banker's bank" is a bank (as defined in IC 28-2-14-2):

(1) the stock of which is owned exclusively by other banks (as defined in IC 28-2-14-2), or by a bank holding company the stock of which is owned exclusively by other banks (as defined in IC 28-2-14-2); and

(2) that is engaged exclusively in providing services to other banks (as defined in IC 28-2-14-2), and to their officers, directors, and employees.

A bank's or trust company's holdings of the stock of an insured banker's bank or of a holding company that owns or controls an insured banker's bank may not exceed ten percent (10%) of the capital and surplus of the bank or trust company. A bank or trust company may not purchase the stock of an insured banker's bank or of a holding company that owns or controls an insured banker's bank if, after the purchase, the bank or trust company would own more than five percent (5%) of any class of voting securities of the banker's bank or holding company.

     (h) Notwithstanding any other provision of this article, a bank or trust company may invest in a casualty insurance company organized solely for the purpose of insuring banks, trust companies, and bank holding companies and their officers and directors from and against liabilities, including those covered by bankers' blanket bonds and director and officer liability insurance and other public liability insurance. The investment must take the form of:

(1) the purchase for the bank's or trust company's own account of shares of stock of the casualty insurance company or shares of stock of an association of banks organized for the purpose of funding the casualty insurance company; or

(2) loans to such an association of banks.

The total investment of any bank or trust company under this subsection may not exceed five percent (5%) of the capital and surplus of the bank or trust company.

     (i) Any bank or trust company may establish or acquire a subsidiary that engages in:

(1) the sale, distribution, or underwriting of securities issued by investment companies (as defined in Section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or

(2) the underwriting or distribution of securities backed by or representing an interest in mortgages.

     (j) As used in this section, "total equity capital" means unimpaired capital stock, unimpaired surplus, unimpaired undivided profits, subordinated debt that has been approved by the state or federal regulatory agencies, and one hundred percent (100%) of loan reserves.

     (k) The department may define an investment security by department policy or by rule.

     (l) A bank or trust company may establish a trading account for the purchase and resale of securities that are otherwise eligible for purchase or resale by the bank or trust company. The trading account must comply with the requirements established by policy or rule of the department.

     (m) A bank or trust company that purchases a security for its own account shall maintain sufficient records of the security to allow the security to be properly identified by the department for examination purposes.

Formerly: Acts 1933, c.40, s.173; Acts 1935, c.5, s.26; Acts 1937, c.33, s.18; Acts 1959, c.125, s.1; Acts 1965, c.356, s.10; Acts 1967, c.260, s.11; Acts 1971, P.L.394, SEC.28. As amended by P.L.141-1984, SEC.7; P.L.265-1985, SEC.2; P.L.169-1986, SEC.1; P.L.36-1987, SEC.8; P.L.165-1988, SEC.1; P.L.164-1988, SEC.3; P.L.8-1991, SEC.11; P.L.42-1993, SEC.27; P.L.176-1996, SEC.12; P.L.192-1997, SEC.4; P.L.79-1998, SEC.44; P.L.192-2003, SEC.3; P.L.89-2011, SEC.34; P.L.27-2012, SEC.51; P.L.186-2015, SEC.29; P.L.159-2017, SEC.31.

 

IC 28-1-11-5Real estate

     Sec. 5. (a) In addition to the powers set forth in section 3.1 of this chapter, any bank or trust company shall have power to purchase, hold, and convey real estate for the following purposes, and for no others:

(1) Such as shall be necessary for the convenient transaction of its business.

(2) Such as shall be mortgaged to it or to its assignor immediate or remote, in good faith by way of security for debts.

(3) Such as shall be conveyed to it in satisfaction of debts contracted in the course of its dealings, or in satisfaction of debts, notes, or mortgages purchased by or assigned to it, or in exchange for real estate so conveyed to it.

(4) Such as it shall purchase at sales under judgments, decrees, or mortgages held by the bank or trust company or shall purchase to secure debts due it.

     (b) Except with the approval in writing of the department, after July 1, 1933, the sum invested in real estate and buildings used for the convenient transaction of its business shall not exceed fifty percent (50%) of the capital and surplus of such bank or trust company. Such investment may be made in the stock of a corporation organized to own and hold the real estate and building occupied and used wholly or in part by such bank or trust company.

     (c) No bank or trust company shall hold the title or possession of any real estate purchased or otherwise acquired to secure any debts due to it for a longer period than ten (10) years after such real estate is or has been purchased or otherwise acquired, or after July 1, 1933, without the consent in writing of the director unless the bank or trust company has entered into a bona fide contract that is being performed in accordance with its terms.

     (d) For the purposes of subsection (a)(1), real estate purchased or held for the convenient transaction of the business of a bank or trust company includes the following:

(1) Real estate on which the principal office or a branch office of the bank or trust company is located.

(2) Real estate that is the location of facilities supporting the operations of the bank or trust company, such as parking facilities, data processing centers, loan production offices, automated teller machines, night depositories, facilities necessary for the operations of a bank or trust company subsidiary, or other facilities that are approved by the director.

(3) Real estate that the board of directors of the bank or trust company expects, in good faith, to use as a bank or trust company office or facility in the future.

     (e) If real estate referred to in subsection (d)(3) is held by a bank or trust company for one (1) year without being used as a bank or trust company office or facility, the board of directors of the bank or trust company shall state, by resolution, definite plans for the use of the real estate. A resolution adopted under this subsection shall be made available for inspection by the director.

     (f) Real estate referred to in subsection (d)(3) may not be held by a bank or trust company for more than three (3) years without being used as a bank or trust company office or facility unless:

(1) the board of directors of the bank or trust company, by resolution:

(A) reaffirms annually that the bank or trust company expects to use the real estate as a bank or trust company office or facility in the future; and

(B) explains the reason why the real estate has not yet been used as a bank or trust company office or facility; and

(2) the director determines that:

(A) the continued holding of the real estate by the bank or trust company does not endanger the safety and soundness of the bank or trust company; and

(B) the bank or trust company is holding the real estate to use the real estate in the future for one (1) of the purposes set forth in subsection (d)(1) or (d)(2).

     (g) Real estate referred to in subsection (d)(3) may not be held by a bank or trust company for more than ten (10) years without being used as a bank or trust company office or facility unless the director consents in writing to the continued holding of the real estate by the bank or trust company.

     (h) If a bank or trust company closes a principal or branch office or a facility on, or discontinues operations on, real estate described in subsection (d)(1) or (d)(2), the bank or trust company shall divest itself of the real estate not later than five (5) years from the date of the closing or discontinuation.

Formerly: Acts 1933, c.40, s.174; Acts 1935, c.5, s.27; Acts 1943, c.86, s.1; Acts 1959, c.39, s.1; Acts 1965, c.356, s.11; Acts 1967, c.260, s.12. As amended by P.L.263-1985, SEC.59; P.L.14-1992, SEC.82; P.L.213-2007, SEC.40; P.L.217-2007, SEC.38; P.L.216-2013, SEC.18; P.L.73-2016, SEC.18.

 

IC 28-1-11-6Appointment as fiduciary

     Sec. 6. Any bank or trust company may be appointed and act under the order of appointment of any court of competent jurisdiction as commissioner for the sale of real estate, guardian of the person and estate of persons under the age of eighteen (18) years, and incapacitated persons (as defined in IC 29-3-1-7.5), or as trustee, receiver, conservator, or committee of the property or estate of a person, corporation, or company, in insolvency or bankruptcy proceedings, or as depository of money paid into court, whether for the benefit of a person, regardless of age, corporation, or party, and in any other fiduciary capacity.

Formerly: Acts 1933, c.40, s.175; Acts 1973, P.L.280, SEC.3. As amended by P.L.33-1989, SEC.27.

 

IC 28-1-11-7Testamentary and probate fiduciary appointments

     Sec. 7. Any bank or trust company shall have power to be appointed and to accept the appointment and act as executor or trustee under the last will and testament, or as administrator, with or without the will annexed, of the estate of any deceased person, and to be appointed and to act under the order of appointment of any court of competent jurisdiction as executor of or trustee under any last will and testament, whenever it shall be the successor to any corporation appointed in such last will and testament, whether such succession is the result of merger, consolidation or otherwise. Whenever a natural person is appointed with such corporation in any appointment as receiver, guardian, commissioner, trustee, executor, administrator with or without the will annexed, his appointment may be under such limitation of powers, and upon such terms and conditions as to the possession and control of the trust assets by such corporation, or otherwise, and as to the bond or security, if any, to be given by him, as the person appointed and such corporation may agree and the court or judge making the appointment shall approve. Whenever any natural person who is appointed in any fiduciary capacity is required to give a bond or security for the faithful performance of his duties, such corporation shall have the power and authority to guarantee or become surety for such natural person if such corporation shall take possession and control of the assets belonging to any such estate or other fiduciary relationship, and if approved by the court having jurisdiction of the fiduciary.

Formerly: Acts 1933, c.40, s.176.

 

IC 28-1-11-8Appointment as successor guardian, trustee, executor, or administrator

     Sec. 8. Any bank or trust company shall have power to be appointed and to act under the order of appointment of any court of competent jurisdiction as guardian, trustee, executor or administrator, with or without the will annexed, on the application or consent of any person acting as such or entitled to such appointment and in the place and stead of such person, but such appointment shall be made upon such notice as is required by law to the persons interested in the estate or fund and on the consent of such of the principal beneficiaries or other persons interested in the estate or fund as the court or judge thereof making the appointment shall deem proper.

Formerly: Acts 1933, c.40, s.177.

 

IC 28-1-11-9Trust business

     Sec. 9. Any bank or trust company shall have power to take, accept and execute any and all legal trusts, duties, and powers in regard to the holding, management, sale and disposition of any property or estate, real or personal, wherever located, and the rents and profits thereof, which may be granted or confided to it by any court of competent jurisdiction, or by any person, corporation, municipality or other authority; to take, accept and execute any and all trusts and powers of whatsoever nature or description which may be conferred upon or entrusted or submitted to it by any person, firm, company, or any body politic, corporation, foreign or domestic, or other authority, by grant, assignment, transfer, devise, bequest or otherwise, or which may be entrusted or committed or transferred to it or vested in it by order of any court of competent jurisdiction; and generally to execute trusts of every description not inconsistent with the laws of this state or of the United States.

Formerly: Acts 1933, c.40, s.178.

 

IC 28-1-11-10Service as fiduciary without bond; judicial control; requirement of security

     Sec. 10. Except as otherwise provided in this chapter, any bank or trust company shall have power to act in each and every fiduciary capacity permitted by the terms of this article, and as commissioner for the sale of real estate, without bond or other security, and administer oaths attested by the signature of its secretary or cashier and its seal wherever it is acting in any such fiduciary capacity and whenever an individual acting in the same capacity is authorized by law to administer oaths. The court having jurisdiction of the fiduciary at any time, whether before or after acceptance of any fiduciary appointment, may require a bond or other security, and upon failure of such corporation to give a bond or security as required, may remove such corporation and revoke its appointment. No bank or trust company shall pledge or deposit any of its assets as a condition to the exercise of any of its powers as a fiduciary.

Formerly: Acts 1933, c.40, s.179. As amended by P.L.263-1985, SEC.60.

 

IC 28-1-11-11Safe deposits and escrows

     Sec. 11. Any bank or trust company shall have power to receive, upon terms and conditions to be prescribed by such corporation, not inconsistent with the provisions of this section, upon deposit for safe-keeping, or in escrow, moneys, bonds, mortgages, jewelry, plate, stock, securities and valuable papers of any kind, and other personal property for hire, and to rent or lease receptacles for safe deposits of personal property. No bank or trust company nor any of the assets thereof shall be liable, for the value of any property received by it pursuant to the power conferred by this section nor for damages for the loss, theft or misappropriation thereof. Any bank or trust company may procure and carry a policy or policies of insurance for the benefit of the owners of any property received by it pursuant to the power conferred by this section.

Formerly: Acts 1933, c.40, s.180.

 

IC 28-1-11-12Federal reserve system and federal deposit insurance corporation membership; federal securities

     Sec. 12. Every bank or trust company shall have power:

(1) to purchase and hold for the purpose of becoming a member of the federal reserve system:

(A) so much of the capital stock of a federal reserve bank as shall qualify it for membership, pursuant to the Federal Reserve Act (12 U.S.C. 221 et seq.); and

(B) so much of the capital stock of the Federal Deposit Insurance Corporation as will qualify it for membership, pursuant to the Federal Deposit Insurance Act (12 U.S.C. 1811 through 1833e);

(2) to do anything necessary or appropriate to acquire and maintain insurance of its deposits in accordance with the provisions of any federal law in force on or after July 1, 1933;

(3) to become a member of the federal reserve system; and

(4) to have and exercise all powers, not in conflict with the laws of this state, which are conferred upon any such member by the Federal Reserve Act. With the express approval of the department, and except as otherwise provided in this chapter, any bank or trust company shall have the power to purchase and hold shares of the capital stock, bonds, notes, debentures, or any other securities or obligations issued at any time by any agency or instrumentality of the federal government. After July 1, 1933, no bank or trust company shall purchase the capital stock of any joint stock land bank organized pursuant to 12 U.S.C. 2001 through 2279aa-14 and hold the stock so purchased in an amount in excess of ten percent (10%) of the capital and surplus of such bank or trust company.

Formerly: Acts 1933, c.40, s.181; Acts 1935, c.5, s.28; Acts 1937, c.33, s.19. As amended by P.L.263-1985, SEC.61; P.L.8-1991, SEC.12; P.L.42-1993, SEC.28; P.L.213-2007, SEC.41; P.L.217-2007, SEC.39.

 

IC 28-1-11-12.5Federal home loan bank; investments; membership; loans; transfer, assignment, and pledge of bonds, notes, contracts, mortgages, securities, and other property

     Sec. 12.5. Subject to any limitations imposed by the department through policy, a bank or trust company may do any of the following:

(1) Invest the money deposited in the bank or trust company in the shares of the capital stock, bonds, debentures, notes, or other obligations of a federal home loan bank of the United States.

(2) Become a member of the federal home loan bank of the district in which Indiana is located or an adjoining district.

(3) Borrow money from:

(A) a federal home loan bank described in subdivision (2);

(B) the Federal Deposit Insurance Corporation; or

(C) any other corporation.

(4) Transfer, assign to, and pledge with a federal home loan bank described in subdivision (2), the Federal Deposit Insurance Corporation, or other corporation any of the bonds, notes, contracts, mortgages, securities, or any other property of the bank or trust company held or acquired as security for the payment of loans entered into under subdivision (3).

(5) Exercise all rights, powers, and privileges conferred upon, and do all things and perform all acts required of, members or shareholders of a federal home loan bank by the Federal Home Loan Bank Act (12 U.S.C. 1421 through 1449).

As added by P.L.258-2003, SEC.5.

 

IC 28-1-11-13Compensation for services

     Sec. 13. Any bank or trust company shall have power to demand and receive for the faithful performance and discharge of services performed pursuant to the powers vested in it by this article reasonable compensation, or such compensation as shall have been fixed by agreement of the parties, together with any and all advances necessarily paid out and expended in the discharge and performance of its duties, and unless otherwise agreed upon, interest at the legal rate on such advances. No compensation or commission paid or agreed to be paid for the negotiation of any loan or the execution of any trust by any such corporation shall be deemed to be interest within the meaning of any law of this state, nor shall any excess thereof over any rate of interest permitted by the laws of this state be decreed or held to be usury in any court of law or equity. The advances contemplated in this section may include the compensation paid for the employment of legal services when necessary for the protection of any trust or other fiduciary relation.

Formerly: Acts 1933, c.40, s.182. As amended by P.L.263-1985, SEC.62.

 

IC 28-1-11-14Equity investments in community development corporations and community based economic development; limits; exceptions to limits; exposure to liability

     Sec. 14. (a) As used in this section, "community based economic development" refers to activities that seek to address economic development through affordable housing development or the rehabilitation of qualified rehabilitated buildings or certified historic structures, or that seeks to address economic causes of poverty within specific geographic areas, revitalizing the economic and social base of low income communities through activities that include:

(1) small business and micro-enterprise support;

(2) commercial, industrial, and retail revitalization, retention, and expansion;

(3) capacity development and technical assistance support for community development corporations;

(4) employment and training efforts;

(5) human resource development; and

(6) social service enterprises.

     (b) As used in this section, "community development corporation" means a private, nonprofit corporation:

(1) whose board of directors is comprised primarily of community representatives and business, civic, and community leaders; and

(2) whose principal purpose includes the provision of:

(A) housing;

(B) community based economic development projects; and

(C) social services;

that primarily benefit low-income individuals and communities.

     (c) As used in this section, "capital and surplus" has the meaning set forth in IC 28-1-1-3(10).

     (d) Subject to the limitations of this section, other laws, and any regulation, rule, policy, or guidance adopted by the department concerning investments in community based economic development, any bank or trust company may invest directly or indirectly in equity investments in a corporation, a limited partnership, a limited liability company, or another entity organized as:

(1) a community development corporation;

(2) an entity formed primarily to support community based economic development;

(3) an entity qualifying for the new markets tax credits under 26 U.S.C. 45D;

(4) an entity approved by the director as being formed for a predominantly civic, community, or public purpose and that:

(A) primarily benefits low and moderate income individuals;

(B) primarily benefits low and moderate income areas;

(C) primarily benefits areas targeted for redevelopment by a government entity; or

(D) is a qualified investment under 12 CFR 25.23 for purposes of the Community Reinvestment Act of 1977 (12 U.S.C. 2901 et seq.); or

(5) an entity making qualified rehabilitation expenditures with respect to a qualified rehabilitated building or certified historic structure, as such terms are defined in section 47 of the Internal Revenue Code of 1986 or a similar state historic tax credit program, as provided for in Section 619(d)(1)(E) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 1851(d)(1)(E)).

     (e) Except as provided in subsection (f), the aggregate of all equity investments by a bank or trust company under subsection (d) may not exceed:

(1) five percent (5%) of the capital and surplus of the bank or trust company without the prior written approval of the director; and

(2) fifteen percent (15%) of the capital and surplus of the bank or trust company under any circumstances.

     (f) In determining whether to permit the aggregate of all equity investments by a bank or trust company under subsection (d) to exceed five percent (5%) of the capital and surplus of the bank or trust company under subsection (e)(1), the director shall consider whether:

(1) the aggregate of all equity investments under subsection (d) will pose a significant risk to the affected deposit insurance fund; and

(2) the bank or trust company is adequately capitalized.

     (g) A bank or trust company shall not make any investment under this section if the investment would expose the bank or trust company to unlimited liability.

As added by P.L.27-2012, SEC.52. Amended by P.L.73-2016, SEC.19.

 

IC 28-1-12Chapter 12. Regulation of Bank and Trust Company Fiduciaries
           28-1-12-1Authority to serve as fiduciary
           28-1-12-2Control by court; accounts, statements, and reports
           28-1-12-3Fiduciary powers and obligations; trusts; holding of securities; segregation; records; transfers; investments in securities of investment companies or trusts having business ties with fiduciary
           28-1-12-4Profit or commission on sales; necessity of specific authorization; surcharge
           28-1-12-5Repealed
           28-1-12-6Liquidation preferences
           28-1-12-7Violations
           28-1-12-8Authorization for banks and trust companies to use fiduciary funds in conflict of interest transactions; conditions; notice; required consent

 

IC 28-1-12-1Authority to serve as fiduciary

     Sec. 1. (a) Any court or officer thereof having jurisdiction to grant letters of guardianship, to appoint a trustee, guardian, receiver, or committee of the estate of any person, to appoint a committee or trustee or a receiver in insolvency or bankruptcy proceedings, or in any other proceeding or action, under state or federal law, or to make any other fiduciary appointment contemplated and provided for in IC 28-1-11, may appoint any bank or trust company qualified under subsection (b) as such fiduciary. However, the bank or trust company is not required to accept the appointment.

     (b) A bank or trust company is qualified to act as a fiduciary under subsection (a) if the bank or trust company is:

(1) organized under the provisions of IC 28;

(2) a national bank authorized to act as a fiduciary and that bank either:

(A) has its principal place of business in Indiana; or

(B) has its principal place of business in a state or territory of the United States, including the District of Columbia, that grants authority to serve in similar fiduciary capacities to banks and trust companies organized and doing business under the laws of Indiana; or

(3) organized and doing trust company business under the laws of a state or territory described in subdivision (2)(B).

     (c) This section shall be construed to permit a bank or trust company that is organized and doing business under the laws of any state, territory, or district other than Indiana, including a national bank or national trust company doing business in any other state, to establish in Indiana, subject to the approval of the department, a place of business or agency for the conduct of business as a fiduciary if the law of the state, territory, or district in which the bank or trust company is located would allow an Indiana bank or trust company to establish a place of business or agency in that state, territory, or district for the conduct of business as a fiduciary.

Formerly: Acts 1933, c.40, s.183. As amended by Acts 1980, P.L.175, SEC.1; P.L.42-1993, SEC.29; P.L.122-1994, SEC.79.

 

IC 28-1-12-2Control by court; accounts, statements, and reports

     Sec. 2. Every bank or trust company appointed as a fiduciary, pursuant to the provisions of this article, shall be subject at all times to the orders, judgments, and decrees of the court from which it shall have accepted any such trust, appointment, or commission, as to such trust or other fiduciary relationship, and shall render to such court such itemized and verified accounts, statements, and reports as may be required by law, or as such court shall determine, in relation to such particular trust or other fiduciary appointment.

Formerly: Acts 1933, c.40, s.184. As amended by P.L.263-1985, SEC.63.

 

IC 28-1-12-3Fiduciary powers and obligations; trusts; holding of securities; segregation; records; transfers; investments in securities of investment companies or trusts having business ties with fiduciary

     Sec. 3. (a) Every bank or trust company exercising trust powers or any powers as a fiduciary shall establish and maintain in its office a trust department in which it shall keep, separate and apart from its other business, separate books and accounts, and shall keep all securities and property, other than money, which is held by its trust department, at all times segregated from and unmingled with its own securities and property.

     (b) Notwithstanding any other law, any bank or trust company holding securities as a fiduciary, custodian or managing agent, and any bank or trust company holding securities as custodian for a fiduciary is authorized to deposit or arrange for the deposit of such securities in a clearing corporation (as defined in IC 26-1-8.1-102(a)(5)). When such securities are deposited in a clearing corporation, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of the clearing corporation by any person regardless of the ownership of the securities; and certificates of small denomination may be merged into one (1) or more certificates of larger denomination. The records of the fiduciary and the records of the bank or trust company acting as custodian, managing agent, or custodian for a fiduciary shall at all times show the name of the party for whose account the securities are deposited.

     (c) This section applies to any bank or trust company holding securities as a fiduciary, custodian, managing agent or custodian for a fiduciary, regardless of whether it owns capital stock of the clearing corporation.

     (d) Title to the securities held by the clearing corporation may be transferred by bookkeeping entry on the books of the clearing corporation without physical delivery of certificates representing such securities.

     (e) A bank or trust company acting as custodian for a fiduciary, shall, upon demand by the fiduciary, certify in writing to the fiduciary the securities deposited by such fiduciary in such clearing corporation for its account as fiduciary.

     (f) Notwithstanding any other law, any bank or trust company holding United States government securities as a fiduciary, custodian or managing agent, and any bank or trust company holding United States government securities as custodian for a fiduciary may use the Federal Reserve Book-Entry procedure for the United States government securities. The records of such fiduciary and the records of such bank or trust company acting as custodian, managing agent, or custodian for a fiduciary shall at all times show the name of the party for whose account the United States government securities are deposited.

     (g) Title to the United States government securities registered by Book-Entry under subsection (f) may be transferred by bookkeeping entry on the books of the Federal Reserve without physical delivery of certificates representing the securities.

     (h) A bank or trust company acting as custodian for a fiduciary, shall, upon demand by the fiduciary, certify in writing to the fiduciary the securities registered in the Federal Reserve for the account of the fiduciary.

     (i) Notwithstanding any other law, a bank or trust company, to the extent that it exercises investment discretion as a fiduciary, custodian, managing agent, or otherwise with respect to the investment and reinvestment of assets that it maintains in its trust department, may invest and reinvest the assets, subject to the standard contained in IC 30-4-3-3(c), in the securities of any open-end or closed-end management investment company or investment trust registered under the Investment Company Act of 1940, 15 U.S.C. 80a1-64, as amended. The fact that the bank or trust company, or any affiliate of the bank or trust company, is providing services to the investment company or trust as investment advisor, sponsor, distributor, custodian, transfer agent, registrar, or otherwise, and receiving reasonable remuneration for the services, does not preclude the bank or trust company from investing in the securities of such investment company or trust.

Formerly: Acts 1933, c.40, s.185. As amended by Acts 1977, P.L.290, SEC.1; P.L.257-1989, SEC.1; P.L.247-1995, SEC.25.

 

IC 28-1-12-4Profit or commission on sales; necessity of specific authorization; surcharge

     Sec. 4. No profit or commission, other than interest at the legal rate upon a loan or advancement, shall be taken or received by any bank or trust company or corporate fiduciary, directly or indirectly, out of any sale or purchase to or from any estate, guardianship, or trust of any kind of which it is the fiduciary, unless specifically authorized by agreement with the creator of the trust, or the court having jurisdiction thereof; and upon violation of this section such bank or trust company or corporate fiduciary shall be surcharged any profit so taken or received, and an amount equal thereto, in addition, and may be summarily removed as such fiduciary by the court having jurisdiction.

Formerly: Acts 1933, c.40, s.189. As amended by P.L.262-1995, SEC.31.

 

IC 28-1-12-5Repealed

Formerly: Acts 1933, c.40, s.191; Acts 1937, c.33, s.24; Acts 1959, c.44, s.1. Repealed by P.L.262-1995, SEC.91.

 

IC 28-1-12-6Liquidation preferences

     Sec. 6. Upon the liquidation of any bank or trust company or corporate fiduciary while it is acting as guardian, trustee, receiver, administrator, executor, commissioner, or assignee for the benefit of creditors the person or persons beneficially entitled to receive property or proceeds thereof held by it, or any successor fiduciary that may be appointed, shall have preference and priority in all assets of such bank or trust company or corporate fiduciary over its general creditors, for all uninvested money held by such bank or trust company or corporate fiduciary in the fiduciary capacities above named, to the extent that such money is commingled with its general assets or is not duly accounted for.

Formerly: Acts 1933, c.40, s.192; Acts 1937, c.33, s.25. As amended by P.L.262-1995, SEC.32.

 

IC 28-1-12-7Violations

     Sec. 7. A person who violates this chapter commits a Class B infraction. In addition, if the person is an officer of any bank or trust company, he is subject to removal from office in the manner prescribed in IC 28-11-4.

Formerly: Acts 1933, c.40, s.194; Acts 1937, c.33, s.27. As amended by Acts 1978, P.L.2, SEC.2807; P.L.33-1991, SEC.15.

 

IC 28-1-12-8Authorization for banks and trust companies to use fiduciary funds in conflict of interest transactions; conditions; notice; required consent

     Sec. 8. (a) Unless otherwise provided in an agreement or a trust, a bank or trust company that holds funds or property as a fiduciary may use the funds or property to purchase from the bank, the trust company, or an affiliate of the bank or trust company a product, service, or security, including an insurance product or security that is underwritten by the bank, the trust company, an affiliate of the bank or trust company, or a syndicate or selling group that includes the bank, the trust company, or an affiliate of the bank or trust company if the:

(1) purchase price and any ongoing charges and costs are fair, reasonable, and substantially equivalent to the cost of similar products and services; and

(2) purchase complies with IC 30-4-3.5.

The compensation for the product, services, or security received by the bank, trust company, an affiliate of the bank or trust company, or a syndicate or selling group that includes the bank, the trust company, or an affiliate of the bank or trust company may be in addition to the compensation that the bank or trust company is otherwise entitled to from the fiduciary account.

     (b) A bank or trust company that makes a purchase or sale described in subsection (a) shall disclose, at least annually, to each person entitled to receive statements of account activity from the bank or trust company any purchase or sale made by the bank or trust company during the year. The disclosure must be in writing or an electronic format and include the following:

(1) Any capacity in which the bank, the trust company, or an affiliate of the bank or trust company acts for:

(A) the issuer of the securities; or

(B) the provider of the products or services;

that is the subject of the purchase or sale.

(2) A statement that the bank, the trust company, or an affiliate of the bank or trust company has an interest in the subject of the purchase or sale, if applicable.

(3) The rate and method by which that compensation was determined.

(4) The name, telephone number, street address, and mailing address of an officer of the bank or trust company who may be contacted for further information.

(5) A notice that the bank's or trust company's ability to make transactions described in subsection (a) ends upon receipt at any time of a notice of objection by a majority of the persons entitled to receive statements of account activity.

     (c) The following apply to a purchase or sale under subsection (a):

(1) Except as provided in subdivisions (2) and (3), if the fiduciary relationship is a trust or an agency, the trustee or agent shall treat the purchase or sale under subsection (a) as if it were a conflict of interest transaction under IC 30-4-3-5 and shall give any notice and obtain any consent that may be required under IC 30-4-3-5, subject to the following:

(A) IC 30-2-14-16 applies to any notice required to be given by a trustee or an agent under this subdivision, subject to the following:

(i) If the fiduciary relationship is a revocable trust with one (1) or more living grantors, the trustee must give notice only to the living grantors, who shall be considered to have all income and principal interests in the trust at the time the notice is given. If a grantor is incapacitated, the trustee shall give notice to the grantor's court appointed guardian, the principal under a durable power of attorney, or a co-trustee of the revocable trust, unless the guardian, principal, or co-trustee is the bank or trust company that seeks the consent. If the representative of the incapacitated grantor is the bank or trust company that seeks the consent to a purchase or sale under subsection (a), the trustee shall obtain consent from the court.

(ii) If the fiduciary relationship is a revocable trust and the assets of the revocable trust are distributable to one (1) or more other trusts, notice shall be given to the trustees of the other trusts. However, if the bank or trust company that seeks the consent to a purchase or sale under subsection (a) is the trustee of another trust to which the assets of the revocable trust are distributable, the bank or trust company shall give notice to those beneficiaries of the other trust who are entitled to receive statements of account activity from the bank or trust company.

(iii) If the fiduciary relationship is an agency, the principal must consent to the purchase or sale under subsection (a) in writing in advance of the transaction. The principal shall be considered to have all income and principal interests in the account at the time the notice of the proposed transaction is given. If the principal is incapacitated, consent must be obtained from the principal's court appointed guardian, unless the guardian of the incapacitated principal is the bank or trust company that seeks the consent. If the guardian of the incapacitated principal is the bank or trust company that seeks the consent, consent to a purchase or sale under subsection (a) must be obtained from the court supervising the principal's guardianship.

(B) If the fiduciary relationship is a trust, the following apply with respect to any consent required to be obtained under IC 30-4-3-5(a)(2):

(i) Notwithstanding the requirement under IC 30-4-3-5(a)(2)(A) that all interested persons provide written consent to the proposed action, and subject to subdivision (2), a trustee, for a proposed purchase or sale under subsection (a), need only obtain the written consent of a majority of the persons entitled to notice under IC 30-2-14-16, as modified by subdivision (1)(A). However, the trustee must obtain the written consent of at least one (1) beneficiary who is receiving income under the trust at the time of the notice and at least one (1) individual who would receive a distribution of principal if the trust were terminated at the time notice is given.

(ii) Upon obtaining the written consents required under item (i), the trustee need not wait until the period to make written objections under IC 30-2-14-16 ends in order to take the proposed action.

(2) Any consent granted under subdivision (1)(B)(i) may be revoked by a writing signed by a majority of the persons entitled to notice under IC 30-2-14-16, as modified by subdivision (1)(A). However, the revocation must be signed by:

(A) at least one (1) beneficiary who is receiving income under the trust at the time the revocation is signed; and

(B) at least one (1) individual who would receive a distribution of principal if the trust were terminated at the time the revocation is signed.

(3) The notice and consent otherwise required under subdivision (1) are not required if the purchase or sale under subsection (a) is specifically authorized:

(A) in the document creating the fiduciary relationship; or

(B) under IC 30-4-3-7.

As added by P.L.202-2007, SEC.1; P.L.226-2007, SEC.5. Amended by P.L.3-2008, SEC.219.

 

IC 28-1-13Chapter 13. Loans and Investments of Banks and Trust Companies
           28-1-13-1Repealed
           28-1-13-1.1"Capital and surplus" or "unimpaired capital and unimpaired surplus" defined
           28-1-13-1.2"Loans and extensions of credit" defined
           28-1-13-1.3"Person" defined
           28-1-13-1.4Repealed
           28-1-13-1.5Limits on total loans and extensions of credit to one borrower; loans and extensions not fully secured; loans and extensions fully secured; derivative transactions
           28-1-13-1.6Exceptions to limitations on loans or extensions of credit to one borrower
           28-1-13-1.7Limit on total consumer credit obligation of one borrower
           28-1-13-1.8Limit on obligations secured by documents or instruments covering livestock; dealer discount of paper securing sale of dairy cattle with payment guaranteed by seller
           28-1-13-2Repealed
           28-1-13-3Repealed
           28-1-13-4Repealed
           28-1-13-5Repealed
           28-1-13-6Extension of credit to officers, directors, or principal shareholders; compliance with federal restrictions
           28-1-13-7Repealed
           28-1-13-7.1State chartered banks; real estate loans
           28-1-13-8Loans on security of own shares; acquisition of shares; disposition
           28-1-13-9Repealed
           28-1-13-10Prohibition against accepting compensation for procuring loan; exception for bona fide employment or compensation agreements
           28-1-13-11Reduction of existing obligations held in excess of limitations
           28-1-13-12Loans or credit to student loan marketing association; applicability of capital and surplus limitation
           28-1-13-13Applicability of federal regulations

 

IC 28-1-13-1Repealed

Formerly: Acts 1933, c.40, s.195; Acts 1935, c.5, s.32; Acts 1965, c.356, s.12. As amended by P.L.265-1983, SEC.1. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-13-1.1"Capital and surplus" or "unimpaired capital and unimpaired surplus" defined

     Sec. 1.1. As used in this chapter, "capital and surplus" or "unimpaired capital and unimpaired surplus" has the meaning set forth in 12 CFR 32.2.

As added by P.L.14-1992, SEC.83. Amended by P.L.176-1996, SEC.13; P.L.213-2007, SEC.42; P.L.217-2007, SEC.40.

 

IC 28-1-13-1.2"Loans and extensions of credit" defined

     Sec. 1.2. As used in this chapter, "loans and extensions of credit" has the meaning set forth in 12 CFR 32.2.

As added by P.L.14-1992, SEC.84. Amended by P.L.90-2008, SEC.25.

 

IC 28-1-13-1.3"Person" defined

     Sec. 1.3. As used in this chapter, "person" includes an individual, a sole proprietorship, a partnership, a joint venture, an association, a trust, an estate, a business trust, a limited liability company, a corporation, a sovereign government, or an agency, an instrumentality, or a political subdivision thereof, or any similar entity or organization.

As added by P.L.14-1992, SEC.85. Amended by P.L.8-1993, SEC.439.

 

IC 28-1-13-1.4Repealed

As added by P.L.14-1992, SEC.86. Repealed by P.L.176-1996, SEC.35.

 

IC 28-1-13-1.5Limits on total loans and extensions of credit to one borrower; loans and extensions not fully secured; loans and extensions fully secured; derivative transactions

     Sec. 1.5. (a) The total loans and extensions of credit by a bank to a person outstanding at one (1) time and not fully secured, as determined in a manner consistent with subsection (b), by collateral having a market value at least equal to the amount of the loan or extension of credit may not exceed fifteen percent (15%) of the unimpaired capital and unimpaired surplus of the bank.

     (b) The total loans and extensions of credit by a bank to a person outstanding at one (1) time and fully secured by readily marketable collateral having a market value, as determined by reliable and continuously available price quotations, at least equal to the amount of the funds outstanding may not exceed ten percent (10%) of the unimpaired capital and unimpaired surplus of the bank. The limitation in this subsection is separate from and in addition to the limitation contained in subsection (a).

     (c) The total loans and extensions of credit by a bank includes any credit exposure to a person arising from a derivative transaction (as defined in 12 U.S.C. 84(b)(3)) between the bank and the person.

As added by P.L.14-1992, SEC.87. Amended by P.L.27-2012, SEC.53.

 

IC 28-1-13-1.6Exceptions to limitations on loans or extensions of credit to one borrower

     Sec. 1.6. The limitations contained in section 1.5 of this chapter are subject to the exceptions set forth in 12 CFR 32.3.

As added by P.L.14-1992, SEC.88. Amended by P.L.73-2016, SEC.20.

 

IC 28-1-13-1.7Limit on total consumer credit obligation of one borrower

     Sec. 1.7. (a) Loans and extensions of credit arising from the discount of negotiable or nonnegotiable installment consumer paper that carries a full recourse endorsement or unconditional guarantee by the person transferring the paper is subject under this section to a maximum limitation equal to twenty-five percent (25%) of the capital and surplus, notwithstanding the collateral requirements set forth in section 1.5(b) of this chapter.

     (b) If the bank's files or the knowledge of the bank's officers of the financial condition of each maker of such consumer paper is reasonably adequate, and an officer of the bank designated for that purpose by the board of directors of the bank certifies in writing that the bank is relying primarily upon the responsibility of each maker for payment of the loans or extensions of credit and not upon any full or partial recourse endorsement or guarantee by the transferor, the limitations of this section as to the loans or extensions of credit of each such maker shall be the sole applicable loan limitations.

As added by P.L.14-1992, SEC.89.

 

IC 28-1-13-1.8Limit on obligations secured by documents or instruments covering livestock; dealer discount of paper securing sale of dairy cattle with payment guaranteed by seller

     Sec. 1.8. (a) Loans and extensions of credit secured by shipping documents or instruments transferring or securing title covering livestock or giving a lien on livestock when the market value of the livestock securing the obligation is not at any time less than one hundred fifteen percent (115%) of the face amount of the note covered are subject under this section, notwithstanding the collateral requirements set forth in section 1.5(b) of this chapter, to a maximum limitation equal to twenty-five percent (25%) of the capital and surplus.

     (b) Loans and extensions of credit that arise from the discount by dealers in dairy cattle of paper given in payment for dairy cattle, which paper carries a full recourse endorsement or unconditional guarantee of the seller and that are secured by the cattle being sold, are subject under this section, notwithstanding the collateral requirements set forth in section 1.5(b) of this chapter, to a limitation of twenty-five percent (25%) of the capital and surplus.

As added by P.L.14-1992, SEC.90. Amended by P.L.141-2005, SEC.7.

 

IC 28-1-13-2Repealed

Formerly: Acts 1933, c.40, s.196; Acts 1965, c.356, s.13. As amended by P.L.263-1985, SEC.64. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-13-3Repealed

Formerly: Acts 1933, c.40, s.197; Acts 1935, c.5, s.33; Acts 1945, c.45, s.1; Acts 1949, c.188, s.1; Acts 1965, c.356, s.14; Acts 1969, c.280, s.4. As amended by P.L.263-1985, SEC.65. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-13-4Repealed

Formerly: Acts 1933, c.40, s.198; Acts 1935, c.5, s.34; Acts 1939, c.102, s.5. As amended by P.L.263-1985, SEC.66. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-13-5Repealed

Formerly: Acts 1933, c.40, s.199; Acts 1935, c.5, s.35. As amended by Acts 1982, P.L.167, SEC.1; P.L.263-1985, SEC.67. Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-13-6Extension of credit to officers, directors, or principal shareholders; compliance with federal restrictions

     Sec. 6. Any bank or trust company may extend credit to an officer, a director, or a principal shareholder in accordance with the restrictions and provisions of Regulation O of the Board of Governors of the Federal Reserve System (12 CFR 215).

Formerly: Acts 1933, c.40, s.200; Acts 1935, c.5, s.36; Acts 1937, c.33, s.28; Acts 1943, c.148, s.1; Acts 1955, c.25, s.1; Acts 1969, c.280, s.5. As amended by Acts 1977, P.L.291, SEC.1; Acts 1978, P.L.2, SEC.2808; Acts 1981, P.L.250, SEC.1; P.L.265-1983, SEC.2; P.L.144-1984, SEC.1; P.L.14-1992, SEC.91.

 

IC 28-1-13-7Repealed

Formerly: Acts 1933, c.40, s.201; Acts 1937, c.26, s.1; Acts 1939, c.102, s.8; Acts 1943, c.87, s.1; Acts 1945, c.104, s.1; Acts 1957, c.254, s.1; Acts 1961, c.86, s.1; Acts 1965, c.356, s.15; Acts 1967, c.295, s.3; Acts 1971, P.L.394, SEC.29; Acts 1973, P.L.281, SEC.1. As amended by Acts 1979, P.L.260, SEC.1; Acts 1979, P.L.261, SEC.1; Acts 1981, P.L.251, SEC.1; P.L.2-1987, SEC.39. Repealed by P.L.33-1991, SEC.57.

 

IC 28-1-13-7.1State chartered banks; real estate loans

     Sec. 7.1. (a) As used in this section, "federally chartered bank" means a bank that was incorporated under 12 U.S.C. 21 et seq. and is doing business in Indiana.

     (b) As used in this section, "rollover mortgage" means a loan that:

(1) is secured by a first mortgage on real estate improved by:

(A) a dwelling for one (1) to four (4) families; or

(B) a combination home and business building; and

(2) may be subject to rate adjustments at regularly scheduled times.

     (c) As used in this section, "state chartered bank" means a bank that was incorporated under the laws of Indiana and is doing business in Indiana. The term includes a savings bank organized under the laws of Indiana.

     (d) A state chartered bank may make, arrange, purchase, or sell loans or extensions of credit secured by liens or interests in real estate as:

(1) may be so made, arranged, purchased, or sold by a federally chartered bank under a federal law or regulation; or

(2) prescribed by order of the department or by a rule adopted by the department under IC 4-22-2.

     (e) In addition to loans authorized by subsection (d), a state chartered bank may make rollover mortgage loans. A rollover mortgage loan made by a state chartered bank is subject to the following requirements and restrictions:

(1) At each scheduled adjustment time, if the loan is not then in default, the lender shall make rate adjustments available for the amount of the outstanding loan for the remaining term of the loan.

(2) Any adjustment in the loan must be made without administrative charges to the borrower.

(3) Scheduled adjustments of the loan must be at least one (1) year apart.

(4) The lender may not charge any penalty or other assessment for the prepayment of the loan by the borrower at the time of any adjustment.

(5) At each scheduled adjustment time, the lender and the borrower may agree to increase or decrease the interest rate applicable to the outstanding balance of the loan.

(6) At the option of the lender, the borrower may be granted the option to extend the amortization period for purposes of calculating monthly payments on the loan in accordance with the following rules:

(A) The extension of the amortization period may equal up to one-third (1/3) of the original amortization period, irrespective of whether this extends the amortization period beyond thirty (30) years.

(B) To the extent of any extension of the amortization period, the amortization period will be reduced upon a subsequent downward adjustment in the interest rate.

     (f) The department may adopt an emergency rule under IC 4-22-2-37.1 to implement this section.

As added by P.L.33-1991, SEC.16. Amended by P.L.42-1993, SEC.30; P.L.45-1995, SEC.20.

 

IC 28-1-13-8Loans on security of own shares; acquisition of shares; disposition

     Sec. 8. No bank or trust company shall make any loan or discount on the security of the shares of its own capital stock, nor be the purchaser or holder of any such shares, unless such security or purchase shall be necessary to prevent loss under a debt previously contracted in good faith; and stock so purchased or acquired shall, within six (6) months from the time of its purchase, be sold or disposed of at public or private sale, unless otherwise ordered by the department.

Formerly: Acts 1933, c.40, s.202.

 

IC 28-1-13-9Repealed

Formerly: Acts 1933, c.40, s.203; Acts 1953, c.71, s.1; Acts 1961, c.232, s.1; Acts 1965, c.356, s.16; Acts 1973, P.L.281, SEC.2. As amended by Acts 1977, P.L.291, SEC.2; P.L.33-1991, SEC.17. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-13-10Prohibition against accepting compensation for procuring loan; exception for bona fide employment or compensation agreements

     Sec. 10. (a) Except as otherwise provided, and subject to subsection (b), an officer, director, owner, partner, employee, or attorney of any bank or trust company who stipulates for, receives, or consents or agrees to receive, any fee, commission, gift, or thing of value, from any person, for the purpose of procuring or endeavoring to procure for any person any loan from or the purchase or discount of any paper, note, draft, check, or bill of exchange by the bank or trust company, commits a Class A misdemeanor.

     (b) The prohibitions set forth in subsection (a) do not apply to a bank's or a trust company's:

(1) bona fide employment agreements, including benefit or compensation plans; or

(2) compensation agreements with third party independent contractors.

Formerly: Acts 1933, c.40, s.204. As amended by Acts 1978, P.L.2, SEC.2809; P.L.159-2017, SEC.32.

 

IC 28-1-13-11Reduction of existing obligations held in excess of limitations

     Sec. 11. Except as otherwise provided in this chapter, any bank or trust company which holds obligations of indebtedness in violation of the limitations prescribed in this chapter shall, not later than July 1, 1936, cause the amount of such obligations to conform to the limitations prescribed by this article and by the provisions of this chapter. The department may, in its discretion, extend the time for effecting such conformity, in individual instances, if the interests of the depositors will be protected and served by such extension. Upon the failure of any bank or trust company to comply with such limitations, in accordance with the terms of this section or in accordance with any order of the department with relation to such limitations, the department may declare that such bank or trust company is conducting its business in an unauthorized or unsafe manner and proceed in accordance with IC 28-1-3.1-2.

Formerly Acts 1933, c.40, s.205. Amended by P.L.263-1985, SEC.68.

 

IC 28-1-13-12Loans or credit to student loan marketing association; applicability of capital and surplus limitation

     Sec. 12. Loans or extensions of credit to the Student Loan Marketing Association are not subject to any limitation based on capital and surplus.

As added by P.L.14-1992, SEC.92.

 

IC 28-1-13-13Applicability of federal regulations

     Sec. 13. The department may apply the provisions of 12 CFR 32 in the application and administration of this chapter.

As added by P.L.14-1992, SEC.93.

 

IC 28-1-13.5Chapter 13.5. Repealed

Repealed by P.L.33-1991, SEC.57.

 

IC 28-1-14Chapter 14. Repealed

Repealed by Acts 1981, P.L.253, SEC.1.

 

IC 28-1-15Chapter 15. Statements of Condition of Banks and Trust Companies
           28-1-15-1Statement of condition
           28-1-15-2Publication of statement of condition
           28-1-15-3Furnishing information on condition of bank or trust company to federal agencies
           28-1-15-4Violation; penalty; recovery

 

IC 28-1-15-1Statement of condition

     Sec. 1. The department may require every bank and trust company to prepare, submit and publish as many statements of condition as may be deemed necessary, in any year, but not more than four (4) statements during any year. Such statements of condition shall be verified and shall be prepared and submitted according to the forms and pursuant to such notice and on such dates as the department may designate.

Formerly: Acts 1933, c.40, s.211; Acts 1935, c.5, s.38. As amended by P.L.192-2003, SEC.4.

 

IC 28-1-15-2Publication of statement of condition

     Sec. 2. Every bank and trust company shall, when required by the department, publish its statement of condition in the form in which it is required by the department, as prescribed in section 1 of this chapter. Such statement of condition shall be published in a newspaper printed and published in the city or town in which such bank or trust company has its principal office, if a newspaper be printed in such city or town or, if no newspaper be printed in such city or town, then in the newspaper printed and published in the city or town nearest thereto in the same county or in an adjoining county. All such statements of condition shall be published at the expense of the bank or trust company making such statement, and such proof of publication shall be furnished the department as it may require.

Formerly: Acts 1933, c.40, s.212. As amended by P.L.263-1985, SEC.69.

 

IC 28-1-15-3Furnishing information on condition of bank or trust company to federal agencies

     Sec. 3. The department may furnish to the federal reserve board, to the federal reserve bank of which a bank or trust company may be or may become a member, to the Federal Deposit Insurance Corporation, to any other like agency of the federal government approved by the department, or to the examiners duly appointed by the federal reserve board, by a federal reserve bank, by the Federal Deposit Insurance Corporation, or any other like agency of the federal government approved by the department, copies of all examinations of the bank or trust company which is or may become a member of the federal reserve bank system, or whose deposits are or may become insured by the Federal Deposit Insurance Corporation, and may disclose to the examiners any information in reference to the condition of the affairs of the bank or trust company which is or may become a member of the federal reserve bank system, or whose deposits are or may become insured by the Federal Deposit Insurance Corporation.

Formerly: Acts 1933, c.40, s.213; Acts 1935, c.5, s.39. As amended by P.L.8-1991, SEC.14.

 

IC 28-1-15-4Violation; penalty; recovery

     Sec. 4. Any bank or trust company which shall fail to prepare and submit any statement of condition required by the department, and any bank or trust company which shall violate any order of the department with respect to such statement or statements, shall be subject to a penalty of one hundred dollars ($100) for each day that shall elapse after the date fixed by the department for compliance with the terms of its notice concerning statements of condition. The penalty herein prescribed may be recovered in any court of competent jurisdiction, in an action by the state of Indiana, on the relation of "The Department of Financial Institutions" and when so recovered, such penalty shall be paid into the general fund of the state treasury.

Formerly: Acts 1933, c.40, s.214.

 

IC 28-1-16Chapter 16. Repealed

Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-17Chapter 17. Repealed

Repealed by P.L.265-1985, SEC.7.

 

IC 28-1-18Chapter 18. Repealed

Repealed by Acts 1982, P.L.167, SEC.3.

 

IC 28-1-18.1Chapter 18.1. Repealed

Repealed by P.L.33-1991, SEC.57.

 

IC 28-1-18.2Chapter 18.2. Examination of Affiliates
           28-1-18.2-1"Affiliate" defined; scope of term
           28-1-18.2-1.1"Company" defined
           28-1-18.2-1.2"Subsidiary" defined
           28-1-18.2-1.3Control over another company; fiduciary ownership or control of shares
           28-1-18.2-2Statement of financial condition; requirements; extension of time; additional statements; penalty for failure to furnish statement
           28-1-18.2-3Examination; report on failure to comply with department's recommendations or suggestions
           28-1-18.2-4Powers of department; assessment of expenses; penalty for refusal to permit examination
           28-1-18.2-5Applicability of certain provisions of Federal Reserve Act and regulations; violations

 

IC 28-1-18.2-1"Affiliate" defined; scope of term

     Sec. 1. (a) As used in this chapter, "affiliate" means any of the following:

(1) Any company that controls a bank and any other company that is controlled by the company that controls a bank.

(2) A bank subsidiary of a bank.

(3) Any company:

(A) that is controlled directly or indirectly, by a trust or otherwise, by or for the benefit of shareholders who beneficially or otherwise control, directly or indirectly, by trust or otherwise, the bank or any company that controls the bank; or

(B) in which a majority of its directors or trustees constitute a majority of the persons holding any such office with a bank or any company that controls the bank;

(4) Any:

(A) company, including a real estate investment trust, that is sponsored and advised on a contractual basis by the bank or any subsidiary or affiliate of the bank; or

(B) investment company with respect to which a bank or any affiliate of a bank is an investment advisor (as defined in section 2(a)(20) of the Investment Company Act of 1940 (15 U.S.C. 80a)).

(5) Any company that the department determines by regulation or order to have a relationship with the bank or any subsidiary or affiliate of the bank, such that covered transactions by the bank or its subsidiary with that company may be affected by the relationship to the detriment of the bank or its subsidiary.

     (b) The term "affiliate" does not include the following:

(1) Any company, other than a bank, that is a subsidiary of a bank, unless a determination is made under section 1(a)(5) of this chapter not to exclude such subsidiary company from the definition of affiliate.

(2) Any company engaged solely in holding the premises of the bank.

(3) Any company engaged solely in conducting a safe deposit business.

(4) Any company engaged solely in holding obligations of the United States or its agencies or obligations fully guaranteed by the United States or its agencies as to principal and interest.

(5) Any company where control results from the exercise of rights arising out of a bona fide debt previously contracted, but only for the period of time specifically authorized under applicable state or federal law or regulation, or in the absence of such law or regulation, for a period of two (2) years from the date of the exercise of such rights or the effective date of the act, whichever date is later, subject, upon application, to authorization by the department for good cause shown of extensions in the aggregate shall not exceed three (3) years.

As added by P.L.33-1991, SEC.18. Amended by P.L.14-1992, SEC.94.

 

IC 28-1-18.2-1.1"Company" defined

     Sec. 1.1. As used in this chapter, "company" means a corporation, limited liability company, partnership, business trust, association, or similar organization. Unless specifically excluded, the term includes a bank.

As added by P.L.14-1992, SEC.95. Amended by P.L.8-1993, SEC.441.

 

IC 28-1-18.2-1.2"Subsidiary" defined

     Sec. 1.2. As used in this chapter, "subsidiary" with respect to a specified company means a company that is controlled by the specified company.

As added by P.L.14-1992, SEC.96.

 

IC 28-1-18.2-1.3Control over another company; fiduciary ownership or control of shares

     Sec. 1.3. (a) A company or shareholder is considered to have control over another company if:

(1) the company or shareholder, directly or indirectly, or acting through at least one (1) other person owns, controls, or has power to vote at least twenty-five percent (25%) of any class of voting securities of the other company;

(2) the company or shareholder controls in any manner the election of a majority of the directors or trustees of the other company; or

(3) the department determines, after notice and opportunity for hearing, that the company or shareholder, directly or indirectly, exercises a controlling influence over the management or policies of the other company.

     (b) Notwithstanding any other provision of this chapter, a company is not considered to own or control another company by virtue of its ownership or control of shares in a fiduciary capacity, except as provided in subsection (a)(3) or if the company owning or controlling the shares is a business trust.

As added by P.L.14-1992, SEC.97.

 

IC 28-1-18.2-2Statement of financial condition; requirements; extension of time; additional statements; penalty for failure to furnish statement

     Sec. 2. (a) Within thirty (30) days after receipt of a request from the department, a bank or trust company shall furnish to the department a statement of financial condition of the affiliates identified in the request.

     (b) The statements furnished under subsection (a) must:

(1) be dated at least six (6) months apart; and

(2) contain the information that in the judgment of the department:

(A) is necessary to disclose fully the relations between the affiliate and the bank or trust company; and

(B) will enable the department to inform itself as to the effect of the relations upon the affairs of the bank or trust company.

     (c) The department may, for good cause shown, extend the time for furnishing the statements requested under subsection (a).

     (d) The department may request additional statements of financial condition with respect to an affiliate when, in its judgment, additional statements are necessary to obtain a full and complete knowledge of the conditions of the bank or trust company with which it is affiliated. Additional statements of condition shall be transmitted to the department in the form prescribed by the department.

     (e) If a bank or trust company fails to furnish a statement of condition of an affiliate that may be required under this article, that bank or trust company is subject to a penalty of one hundred dollars ($100) for each day during which the failure continues. The department may recover a penalty imposed by this subsection in a court of competent jurisdiction.

As added by P.L.33-1991, SEC.18.

 

IC 28-1-18.2-3Examination; report on failure to comply with department's recommendations or suggestions

     Sec. 3. (a) In making the examination of a bank or trust company, the department shall include an examination of the affairs of all the bank or trust company's affiliates necessary to disclose fully the relations between the bank or trust company and its affiliates, and the effect of those relations upon the affairs of the bank or trust company.

     (b) The department may publish the report of its examination of a bank or trust company, or an affiliate, which has not, within one hundred and twenty (120) days after notification of the recommendations or suggestions of the department, based on the examination, complied with the recommendations or suggestions to the department's satisfaction. The department must give the bank or trust company or the affiliate ninety (90) days notice prior to publication of a report under this subsection.

As added by P.L.33-1991, SEC.18.

 

IC 28-1-18.2-4Powers of department; assessment of expenses; penalty for refusal to permit examination

     Sec. 4. (a) In making the examination of an affiliate of a bank or trust company, the department has the same powers with respect to the examination as are conferred upon it in the examination of the affairs of a bank or trust company by IC 28-11-3.

     (b) The expenses incurred in making examinations of affiliates may be assessed by the department upon the affiliates examined, in proportion to the assets or resources held by the affiliates, upon the days of examination of the various affiliates, and in the manner and at the rate as fixed and prescribed by the department under IC 28-11-3-5.

     (c) If an affiliate refuses to pay expenses assessed under subsection (b), or fails to do so within sixty (60) days after the date of the assessment, the expenses may be assessed against the affiliated bank or trust company, and, when so assessed, must be paid by that bank or trust company.

     (d) If an affiliate of a bank or trust company refuses to permit the department to make an examination, the bank or trust company with which the affiliate is affiliated is subject to a penalty of not more than one hundred dollars ($100) for each day that the refusal continues. The penalty may be assessed by the department and collected in the same manner as expenses of examination.

As added by P.L.33-1991, SEC.18.

 

IC 28-1-18.2-5Applicability of certain provisions of Federal Reserve Act and regulations; violations

     Sec. 5. (a) For purposes of this section, a bank or trust company that is not a member of the Federal Reserve System is subject to Sections 23A and 23B of the Federal Reserve Act (12 U.S.C. 371c or 371c-1) and Federal Reserve Regulation W (12 CFR 223) to the same extent and in the same manner as though it were a member of the Federal Reserve System.

     (b) A violation of Section 23A or 23B of the Federal Reserve Act (12 U.S.C. 371c or 371c-1) or Federal Reserve Regulation W (12 CFR 223) by a bank or trust company or a subsidiary of either constitutes a violation of this section.

As added by P.L.33-1991, SEC.18. Amended by P.L.141-2005, SEC.8.

 

IC 28-1-19Chapter 19. Repealed

Repealed by P.L.14-1992, SEC.165.

 

IC 28-1-20Chapter 20. General Provisions Concerning Banks and Trust Companies
           28-1-20-1Repealed
           28-1-20-1.1Statements of account; dormant accounts; service and maintenance charges
           28-1-20-2Repealed
           28-1-20-3Insolvency; void transfers
           28-1-20-4Naming conventions; department's investigatory and enforcement powers; penalties; marketing materials and solicitations
           28-1-20-5Depositors; withdrawal of deposits
           28-1-20-6Loans; misrepresenting age; estoppel by representation
           28-1-20-7Associations of banks and trust companies; authority to join
           28-1-20-8Bank or trust company required to close; custody of business and property; petition to reopen; decision; appeal; liquidation

 

IC 28-1-20-1Repealed

Formerly: Acts 1933, c.40, s.243; Acts 1937, c.33, s.33; Acts 1943, c.7, s.1; Acts 1965, c.356, s.19. As amended by Acts 1976, P.L.123, SEC.1; Acts 1979, P.L.258, SEC.2; Acts 1979, P.L.259, SEC.2. Repealed by Acts 1980, P.L.40, SEC.10.

 

IC 28-1-20-1.1Statements of account; dormant accounts; service and maintenance charges

     Sec. 1.1. (a) When a statement of account has been delivered by a bank or savings bank to a depositor, the account, after the period of three (3) years from the date of its delivery, shall be deemed finally adjusted and its correctness conclusively presumed. A statement of account or a passbook is delivered to a depositor, within the meaning of this subsection, when received by the depositor or the depositor's agent in person or when mailed to the depositor at the depositor's last known address. This section does not relieve the depositor from the duty of exercising due diligence in the examination of the statement of account. A depositor must immediately notify the bank or savings bank upon discovery of any error in the statement of account.

     (b) Any bank, savings bank, or trust company may impose and collect a monthly service charge and maintenance charge on dormant accounts, in amounts that:

(1) are reasonable, as determined by resolution of the board of directors; and

(2) are properly disclosed to the bank's, savings bank's, or trust company's depositors.

     (c) For the purpose of this section:

(1) a transaction account (as defined in 12 CFR 204.2(e)) is considered a dormant account after one (1) year from the date of the last transaction recorded on the books of the bank, savings bank, or trust company with respect to the account; and

(2) any other account that is not a transaction account (as defined in 12 CFR 204.2(e)) is considered a dormant account after three (3) years from the date of the last transaction recorded on the books of the bank, savings bank, or trust company with respect to the account.

     (d) Any bank, savings bank, or trust company may impose and collect monthly service charges and maintenance charges on active accounts that are carried by it on its books, in such amounts as may be agreed upon between it and its depositors.

     (e) This section is applicable to national banking associations doing business in this state.

As added by Acts 1980, P.L.40, SEC.9. Amended by P.L.258-1989, SEC.1; P.L.122-1994, SEC.80; P.L.215-1999, SEC.3; P.L.89-2011, SEC.35.

 

IC 28-1-20-2Repealed

Formerly: Acts 1933, c.40, s.244. As amended by P.L.263-1985, SEC.73. Repealed by P.L.215-1999, SEC.16.

 

IC 28-1-20-3Insolvency; void transfers

     Sec. 3. All transfers of notes, bonds, bills of exchange and other evidences of debt owing to any bank or trust company; all transfers of deposits to its credit; all assignments of mortgages, sureties on real estate, or of judgments or decrees in its favor; all deposits of money, bullion or other valuable thing for its use, or for the use of any of its shareholders or creditors; and all payments of money to either shareholders or creditors, made after the commission of an act of insolvency, or in contemplation thereof, with a view to preventing the application of its assets to the proper payment of its just liabilities, or with a view to the preference of one creditor to another, shall be null and void.

Formerly: Acts 1933, c.40, s.245.

 

IC 28-1-20-4Naming conventions; department's investigatory and enforcement powers; penalties; marketing materials and solicitations

     Sec. 4. (a) Except as provided in subsections (c), (d), (g), and (o), it is unlawful for any person, firm, limited liability company, or corporation (other than a bank or trust company, a bank holding company, a subsidiary of a bank or trust company, a subsidiary of a bank holding company, a subsidiary of a savings bank, or a subsidiary of a savings association organized or reorganized under IC 28 or statutes in effect at the time of organization or reorganization or under the laws of the United States):

(1) to use the word, or a derivation of the word, "bank", "banc", "banco", or "bankcor", as a part of the name or title of the person, firm, limited liability company, or corporation, whether the word is used as the person's, firm's, limited liability company's, or corporation's official entity name or an assumed business name under IC 23-15-1-1, if the use of the word would create a substantial likelihood of misleading the public by implying that the person, firm, limited liability company, or corporation is a state or federally chartered bank, trust company, savings bank, or savings association; or

(2) to advertise or represent the person, firm, limited liability company, or corporation to the public:

(A) as a bank or trust company or a corporate fiduciary; or

(B) as affording the services or performing the duties which by law only a bank or trust company or a corporate fiduciary is entitled to afford and perform.

     (b) A financial institution organized under the laws of any state or the United States is authorized to do business in Indiana:

(1) at its principal office;

(2) at any branch office; or

(3) otherwise;

using a name other than its official entity name if the financial institution notifies the department at least ten (10) days before using the other name.

     (c) An out-of-state financial institution with the word "bank" in its legal name may use the word "bank" if the financial institution is insured by the Federal Deposit Insurance Corporation or its successor.

     (d) A building and loan association organized under IC 28-4 (before its repeal) may include in its name or title:

(1) the words "savings bank"; or

(2) the word "bank" if the name or title also includes either the words "savings bank" or letters "SB".

A building and loan association that includes "savings bank" in its title under this section does not by that action become a savings bank for purposes of IC 28-6.1.

     (e) The name or title of a savings bank governed by IC 28-6.1 must include the words "savings bank" or the letters "SB".

     (f) A savings association may include in its name the words "building and loan association".

     (g) A bank holding company (as defined in 12 U.S.C. 1841) may use the word "bank" or "banks" as a part of its name. However, this subsection does not permit a bank holding company to advertise or represent itself to the public as affording the services or performing the duties that by law a bank or trust company only is entitled to afford and perform.

     (h) The department is authorized to investigate the business affairs of any person, firm, limited liability company, or corporation that uses "bank", "banc", or "banco" in its title or holds itself out as a bank, corporate fiduciary, or trust company for the purpose of determining whether the person, firm, limited liability company, or corporation is violating any of the provisions of this article, and, for that purpose, the department and its agents shall have access to any and all of the books, records, papers, and effects of the person, firm, limited liability company, or corporation. In making its examination, the department may examine any person and the partners, officers, members, or agents of the firm, limited liability company, or corporation under oath, subpoena witnesses, and require the production of the books, records, papers, and effects considered necessary. On application of the department, the circuit or superior court of the county in which the person, firm, limited liability company, or corporation maintains a place of business shall, by proper proceedings, enforce the attendance and testimony of witnesses and the production and examination of books, papers, records, and effects.

     (i) The department is authorized to exercise the powers under IC 28-11-4 against a person, firm, limited liability company, or corporation that improperly holds itself out as a financial institution.

     (j) A person, firm, limited liability company, or corporation who violates this section is subject to a penalty of five hundred dollars ($500) per day for each and every day during which the violation continues. The penalty imposed shall be recovered in the name of the state on relation of the department and, when recovered, shall be paid into the financial institutions fund established by IC 28-11-2-9.

     (k) The word, or a derivation of the word, "bank", "banc", "banco", or "bankcor" may not be included in the name of a corporate fiduciary if the inclusion of the word would create a substantial likelihood of misleading the public by implying that the corporate fiduciary is a state or federally chartered bank, trust company, savings bank, or savings association.

     (l) A person, firm, limited liability company, or corporation may not use the name of an existing depository financial institution or holding company of a depository financial institution, or a name confusingly similar to that of an existing depository financial institution or holding company of a depository financial institution, when marketing to or soliciting business from a customer or prospective customer if the reference to the existing depository financial institution or holding company of a depository financial institution is:

(1) without the consent of the existing depository financial institution or holding company of a depository financial institution; and

(2) in a manner that could cause a reasonable person to believe that the marketing material or solicitation:

(A) originated from;

(B) is endorsed by; or

(C) is in any other way the responsibility of;

the existing depository financial institution or holding company of a depository financial institution.

     (m) An existing depository financial institution or holding company of a depository financial institution may, in addition to any other remedies available under the law, report an alleged violation of subsection (l) to the department. If the department finds that the marketing material or solicitation in question is in violation of subsection (l), the department may direct the person, firm, limited liability company, or corporation to cease and desist from using that marketing material or solicitation in Indiana. If that person, firm, limited liability company, or corporation persists in using the marketing material or solicitation, the department may impose a civil penalty of up to fifteen thousand dollars ($15,000) for each violation. Each instance in which the marketing material or solicitation is sent to a customer or prospective customer constitutes a separate violation of subsection (l).

     (n) Nothing in subsection (l) or (m) prohibits the use of or reference to the name of an existing depository financial institution or holding company of a depository financial institution in marketing materials or solicitations, if the use or reference does not deceive or confuse a reasonable person regarding whether the marketing material or solicitation:

(1) originated from;

(2) is endorsed by; or

(3) is in any other way the responsibility of;

the existing depository financial institution or holding company of a depository financial institution.

     (o) A person, firm, limited liability company, or corporation may use the word, or a derivation of the word, "bank", "banc", "banco", or "bankcor" if the use of the word would not create a substantial likelihood of misleading the public by implying that the person, firm, limited liability company, or corporation is a state or federally chartered bank, trust company, savings bank, or savings association.

     (p) As used in this section, "depository financial institution" has the meaning set forth in IC 28-1-1-6.

     (q) The department may adopt rules under IC 4-22-2 to implement this section.

Formerly: Acts 1933, c.40, s.246; Acts 1935, c.5, s.45. As amended by P.L.142-1984, SEC.2; P.L.230-1985, SEC.2; P.L.3-1990, SEC.103; P.L.8-1991, SEC.15; P.L.33-1991, SEC.19; P.L.42-1993, SEC.31; P.L.122-1994, SEC.81; P.L.262-1995, SEC.33; P.L.79-1998, SEC.45; P.L.215-1999, SEC.4; P.L.63-2001, SEC.7 and P.L.134-2001, SEC.8; P.L.258-2003, SEC.6; P.L.73-2004, SEC.35; P.L.10-2006, SEC.31 and P.L.57-2006, SEC.31; P.L.90-2008, SEC.26; P.L.186-2015, SEC.30; P.L.159-2017, SEC.33.

 

IC 28-1-20-5Depositors; withdrawal of deposits

     Sec. 5. All persons, regardless of age, may become depositors in any bank or trust company and shall be subject to the same duties and liabilities respecting their deposits. Whenever a deposit is accepted by any bank or trust company in the name of any person, regardless of age, the deposit may be withdrawn by the depositor by any of the following methods:

(1) Check or other instrument in writing. The check or other instrument in writing constitutes a receipt or acquittance if the check or other instrument in writing is signed by the depositor, and constitutes a valid release and discharge to the bank or trust company for all payments so made.

(2) Electronic means through:

(A) preauthorized direct withdrawal;

(B) an automated teller machine;

(C) a debit card;

(D) a transfer by telephone;

(E) a network, including the Internet; or

(F) any:

(i) electronic terminal;

(ii) computer;

(iii) magnetic tape; or

(iv) other electronic means.

However, this section may not be construed to affect the rights, liabilities, or responsibilities of participants in an electronic fund transfer under the federal Electronic Fund Transfer Act (15 U.S.C. 1693 et. seq.).

Formerly: Acts 1933, c.40, s.247; Acts 1973, P.L.280, SEC.4. As amended by P.L.19-1999, SEC.1; P.L.81-2001, SEC.2.

 

IC 28-1-20-6Loans; misrepresenting age; estoppel by representation

     Sec. 6. When, in case of any loan made by any bank or trust company, the borrower, or any other person furnishing security on behalf of the borrower, shall, as an inducement to the bank or trust company to make the loan, represent to it, in writing, that he or she is eighteen (18) years of age or older, whereas in fact such person or persons are under the age of eighteen (18) years, or shall otherwise make any false statement or representation to the bank or trust company, and the bank or trust company is thereby deceived, and the loan is made in reliance upon such representation, neither the person so representing, nor any one in his or her behalf, nor any person otherwise legally liable to pay such loan, shall afterwards be allowed, as against such bank or trust company, to take advantage of the fact that the person making the representation was under eighteen (18) years of age, but each such person shall be estopped by such representation.

Formerly: Acts 1933, c.40, s.248; Acts 1973, P.L.280, SEC.5.

 

IC 28-1-20-7Associations of banks and trust companies; authority to join

     Sec. 7. With the consent and approval of the department, any bank or trust company may become associated with any organization or association of banks and trust companies, whether state or national, or both, if such organization or association is formed pursuant to federal legislation which confers on banks or trust companies in this state the privilege of participating in such organization or association, and the purposes thereof are not inconsistent with any law of this state.

Formerly: Acts 1933, c.40, s.249.

 

IC 28-1-20-8Bank or trust company required to close; custody of business and property; petition to reopen; decision; appeal; liquidation

     Sec. 8. (a) When and if any bank or trust company organized or reorganized under the provisions of this article, or any bank of discount and deposit or loan and trust and safe deposit company organized under any law enacted prior to February 24, 1933, shall be required to cease all banking operation within twenty (20) years from the time of its organization and promptly thereafter to close its business, such bank or trust company shall deliver over into the custody of the department all of its business and property for liquidation and the payment of its liabilities. Such delivery may be made by an instrument in writing executed pursuant to a resolution of the board of directors. Before, after, or contemporaneously with the delivery of all of its business and property to the department, such bank or trust company may, pursuant to a resolution of its boards of directors, file a petition with the department for authority to reopen its business and resume its banking operations. Such petition shall fix:

(1) the date of the organization of such bank or trust company;

(2) the day on which it desires to reopen its business and resume its banking operations, which may be the next succeeding business day after the delivery, or effective date of delivery fixed in any instrument in writing, of the business and property of such bank or trust company to the department;

(3) such other facts as the board of directors of such bank or trust company shall deem pertinent; and

(4) the information required by IC 28-1-15-1 and such other information as the department may prescribe or require.

Thereupon, the department shall make, or cause to be made, a careful investigation and examination of such bank or trust company, the qualifications and experience of the officers thereof, and the public necessity for such bank or trust company in the community in which it is or has been doing business, and the department, after such investigation and examination, shall, upon the basis of its findings with respect to all of the matters specified in this section, approve or disapprove the right of such bank or trust company to reopen its business and resume its banking operations.

     (b) Upon the filing of any such petition more than thirty (30) days before the day upon which such bank or trust company shall desire to reopen its business and resume its banking operations, the department shall approve or disapprove such petition, in writing, and notify such bank or trust company of its action not later than the last business day immediately preceding the day upon which such bank or trust company shall have requested the right to reopen its business and resume its banking operations. In the event that the department shall disapprove the right of such bank or trust company to reopen its business and resume its banking operations, such bank or trust company may appeal such order of the department to the circuit court, superior court, or probate court of the county in which it has its principal office, and thereupon the matter shall be determined de novo.

     (c) In the event that any bank or trust company shall deliver its business and property to the department and fail to file a request to reopen its business and resume its banking operations within ten (10) days after such delivery, or in the event that the department or the circuit court, superior court, or probate court if the decision of the department be appealed, shall disapprove the petition of any bank or trust company to reopen its business and resume its banking operations, such bank or trust company shall be liquidated pursuant to the provisions for voluntary liquidation contained in IC 28-1-9.

Formerly: Acts 1933, c.40, s.250. As amended by P.L.263-1985, SEC.74; P.L.84-2016, SEC.122.

 

IC 28-1-21Chapter 21. Repealed

Repealed by P.L.193-1997, SEC.5.

 

IC 28-1-21.1Chapter 21.1. Repealed

Repealed by P.L.193-1997, SEC.5.

 

IC 28-1-21.2Chapter 21.2. Repealed

Repealed by P.L.193-1997, SEC.5.

 

IC 28-1-21.3Chapter 21.3. Repealed

Repealed by P.L.258-1989, SEC.6.

 

IC 28-1-21.4Chapter 21.4. Charter Conversion of a Building and Loan Association to a Stock Building and Loan Association
           28-1-21.4-1"Mutual savings association"
           28-1-21.4-2"Charter conversion"
           28-1-21.4-3"Conversion plan"
           28-1-21.4-4"Effective time of the charter conversion"
           28-1-21.4-5Repealed
           28-1-21.4-5.1"Primary federal regulator"
           28-1-21.4-6"Stock savings association"
           28-1-21.4-7"Voting parties"
           28-1-21.4-8Power of mutual savings associations to convert charter
           28-1-21.4-9Duty of department to prescribe procedures
           28-1-21.4-10Voting rights
           28-1-21.4-11Approval or disapproval by department
           28-1-21.4-12Conditions for approval
           28-1-21.4-13Powers and duties at effective time of conversion
           28-1-21.4-14Transitional period
           28-1-21.4-15Branches
           28-1-21.4-16Filing with secretary of state
           28-1-21.4-17Rules

 

IC 28-1-21.4-1"Mutual savings association"

     Sec. 1. As used in this chapter, "mutual savings association" means any mutual savings association organized or reorganized under this title, and any savings association organized under any Indiana statute before February 24, 1933, that is in a mutual form.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.46.

 

IC 28-1-21.4-2"Charter conversion"

     Sec. 2. As used in this chapter, "charter conversion" means the conversion of a mutual savings association to a stock savings association, including any of the following:

(1) A conversion in connection with the formation of a holding company.

(2) An acquisition involving an existing corporation.

(3) A merger with an existing financial institution.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.47.

 

IC 28-1-21.4-3"Conversion plan"

     Sec. 3. As used in this chapter, "conversion plan" refers to the plan of charter conversion of a mutual savings association to a stock savings association required by this chapter.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.48.

 

IC 28-1-21.4-4"Effective time of the charter conversion"

     Sec. 4. As used in this chapter, "effective time of the charter conversion" means the date:

(1) that the articles of conversion are filed with the secretary of state under section 16 of this chapter; or

(2) designated in the articles of conversion.

As added by P.L.176-1996, SEC.14.

 

IC 28-1-21.4-5Repealed

As added by P.L.176-1996, SEC.14. Repealed by P.L.27-2012, SEC.54.

 

IC 28-1-21.4-5.1"Primary federal regulator"

     Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:

(1) savings associations; or

(2) savings association holding companies;

organized under the laws of any state or the United States.

As added by P.L.27-2012, SEC.55.

 

IC 28-1-21.4-6"Stock savings association"

     Sec. 6. As used in this chapter, "stock savings association" means a savings association that is:

(1) owned by holders of capital stock; and

(2) formed by conversion under this chapter.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.49.

 

IC 28-1-21.4-7"Voting parties"

     Sec. 7. As used in this chapter, "voting parties" means the:

(1) depositors; and

(2) borrowers;

of a mutual savings association as provided in IC 28-13-6-2(f).

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.50; P.L.215-1999, SEC.5.

 

IC 28-1-21.4-8Power of mutual savings associations to convert charter

     Sec. 8. Notwithstanding any provision of this title, a mutual savings association may convert its charter under this chapter with the approval of the department.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.51.

 

IC 28-1-21.4-9Duty of department to prescribe procedures

     Sec. 9. (a) The department shall prescribe procedures for charter conversions under this chapter.

     (b) The procedures prescribed by the department must include the following:

(1) The savings association must prepare and submit a conversion plan to the department that provides the terms and conditions of the charter conversion as required by the department. The conversion plan must stipulate the manner of distribution of stock.

(2) The conversion plan must be adopted by at least a majority of the board of directors of the savings association.

(3) Upon approval of a plan of charter conversion by the board of directors of the savings association, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan shall be submitted to the department for approval.

(4) The conversion plan must be conditioned upon the approval of at least a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings association shall provide to the voting parties the information regarding the conversion plan that the department requires. In determining the information that must be provided, the department shall give due consideration to the requirements of the regulations of the primary federal regulator relating to proxy statements governed by Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n).

(5) The savings association shall provide to the department the additional relevant information requested by the department in connection with the conversion plan.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.52; P.L.27-2012, SEC.56.

 

IC 28-1-21.4-10Voting rights

     Sec. 10. The voting parties of a mutual savings association have the voting rights set forth in IC 28-13-6-2 with respect to a charter conversion of the mutual savings association under this chapter.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.53.

 

IC 28-1-21.4-11Approval or disapproval by department

     Sec. 11. (a) The department may approve or disapprove the conversion plan filed under section 9 of this chapter.

     (b) The department is not required to hold a hearing on the conversion plan.

     (c) Solicitation of the votes of voting parties may occur before the savings association receives approval of the department if the director of the department has reviewed the proxy solicitation material and has notified the savings association in writing that the department does not object to the use of the material.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.54.

 

IC 28-1-21.4-12Conditions for approval

     Sec. 12. The department may not approve the conversion plan unless the department finds, after appropriate investigation or examination, all of the following:

(1) That the resulting stock savings association will operate in a safe, sound, and prudent manner.

(2) That the proposed charter conversion will not result in a stock savings association that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(3) That the management or other principals of the savings association are qualified by character and financial responsibility to control and operate in a legal and proper manner the proposed stock savings association.

(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.55.

 

IC 28-1-21.4-13Powers and duties at effective time of conversion

     Sec. 13. At the effective time of the charter conversion, the resulting stock savings association:

(1) possesses all of the rights, privileges, immunities, and powers of a stock savings association;

(2) unless otherwise provided in this chapter, is subject to all of the statutes, regulations, duties, restrictions, obligations, and liabilities of a stock savings association;

(3) succeeds by operation of law to all rights and property of the converting savings association; and

(4) is subject to all debts, obligations, and liabilities of the converting savings association as if the stock savings association had incurred the debts and liabilities.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.56.

 

IC 28-1-21.4-14Transitional period

     Sec. 14. The department may authorize the resulting stock savings association to do the following:

(1) Wind up any activities legally engaged in by the savings association at the effective time of the charter conversion not permitted to stock savings associations.

(2) Retain for a transitional period any assets legally held by the savings association at the effective time of the charter conversion that otherwise may not be held by stock savings associations.

The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.57.

 

IC 28-1-21.4-15Branches

     Sec. 15. A stock savings association created by charter conversion may retain all branches lawfully established.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.58.

 

IC 28-1-21.4-16Filing with secretary of state

     Sec. 16. (a) To effect the charter conversion, the converting savings association must file with the secretary of state articles of charter conversion showing the approval of the director of the department.

     (b) The converting savings association shall record copies of the articles of charter conversion with the county recorder of the county where the principal office of the stock savings association is located.

     (c) The articles of charter conversion constitute articles of incorporation and must set forth the elements required in IC 28-12-2-1.

As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998, SEC.59.

 

IC 28-1-21.4-17Rules

     Sec. 17. The department may adopt rules under IC 4-22-2 or policies to implement this chapter.

As added by P.L.176-1996, SEC.14.

 

IC 28-1-21.5Chapter 21.5. Repealed

Repealed by P.L.193-1997, SEC.5.

 

IC 28-1-21.6Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks
           28-1-21.6-1"Charter conversion"
           28-1-21.6-2"Commercial bank"
           28-1-21.6-3"Department"
           28-1-21.6-4"Effective time of the charter conversion"
           28-1-21.6-5Repealed
           28-1-21.6-5.1"Primary federal regulator"
           28-1-21.6-6"Savings association"
           28-1-21.6-7"Voting parties"
           28-1-21.6-8Conversion upon approval
           28-1-21.6-9Procedures for conversion
           28-1-21.6-10Approval or disapproval of conversion plan; requirements
           28-1-21.6-11Powers and duties of resulting commercial bank
           28-1-21.6-12Transitional powers
           28-1-21.6-13Retention of branches
           28-1-21.6-14Articles of conversion; filing
           28-1-21.6-15Statutes and rules applicable to converted bank

 

IC 28-1-21.6-1"Charter conversion"

     Sec. 1. As used in this chapter, "charter conversion" means the conversion of a savings association to a commercial bank.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-2"Commercial bank"

     Sec. 2. As used in this chapter, "commercial bank" means a stock bank or trust company (as defined by IC 28-1-1-3(2)).

As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.35.

 

IC 28-1-21.6-3"Department"

     Sec. 3. As used in this chapter, "department" means the Indiana department of financial institutions and, if applicable, the department's authorized delegate.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-4"Effective time of the charter conversion"

     Sec. 4. As used in this chapter, "effective time of the charter conversion" means:

(1) the date that articles of conversion are filed with the Indiana secretary of state; or

(2) the date designated in the articles of conversion.

As added by P.L.147-1990, SEC.2. Amended by P.L.122-1994, SEC.82.

 

IC 28-1-21.6-5Repealed

As added by P.L.147-1990, SEC.2. Repealed by P.L.27-2012, SEC.57.

 

IC 28-1-21.6-5.1"Primary federal regulator"

     Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:

(1) savings associations; or

(2) savings association holding companies;

organized under the laws of any state or the United States.

As added by P.L.27-2012, SEC.58.

 

IC 28-1-21.6-6"Savings association"

     Sec. 6. As used in this chapter, "savings association" means an institution (as defined in 12 U.S.C. 1813(b)) that maintains the principal office of the institution in Indiana. The term includes federally chartered savings associations and savings banks, and state savings and loan associations and building and loan associations, whether in stock or mutual form of ownership. The term does not include mutual savings banks.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-7"Voting parties"

     Sec. 7. As used in this chapter, "voting parties" means in the case of a mutual savings association the mutual savings association's depositors or members, and in the case of a stock savings association the stock savings association's stockholders. Voting parties have the voting rights stipulated by the bylaws of the converting savings association.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-8Conversion upon approval

     Sec. 8. Any savings association may, upon approval of the department and, if required by federal law, the primary federal regulator, effect a charter conversion.

As added by P.L.147-1990, SEC.2. Amended by P.L.27-2012, SEC.59.

 

IC 28-1-21.6-9Procedures for conversion

     Sec. 9. The department shall prescribe procedures for charter conversions. The procedures prescribed by the department must include the following:

(1) The savings association shall prepare and submit a plan of charter conversion to the department that provides the terms and conditions of the charter conversion as required by the department. However, if the plan of charter conversion complies with the requirements of the primary federal regulator, the plan shall be considered adequate. In the case of a charter conversion by a mutual savings association, the plan of charter conversion shall stipulate the manner of distribution of stock in conformance with the primary federal regulator's regulations.

(2) The plan of charter conversion must be adopted by not less than a majority of the board of directors of the savings association.

(3) Upon approval of a plan of charter conversion by the board of directors of the savings association, the plan of charter conversion and a certified copy of the resolution of the board of directors approving the plan of charter conversion shall be submitted to the department for approval.

(4) The plan of charter conversion shall be conditioned upon the approval of not less than a majority of the total number of votes cast at a regular or special meeting of the voting parties. In obtaining the approval of the plan of charter conversion by the voting parties, the converting savings association shall provide to the voting parties the information regarding the plan of charter conversion that the department requires. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator's regulations relating to proxy statements governed by Section 14 of the Securities and Exchange Act of 1934 (15 U.S.C. 78n).

(5) The savings associations shall provide to the department the additional relevant information requested by the department in connection with the plan of charter conversion.

As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.36; P.L.27-2012, SEC.60.

 

IC 28-1-21.6-10Approval or disapproval of conversion plan; requirements

     Sec. 10. (a) The department may approve or disapprove the plan of charter conversion filed under section 9 of this chapter.

     (b) Solicitation of the votes of voting parties may occur before receipt of the approval of the department.

     (c) The department may not approve the plan of charter conversion unless the department finds, after appropriate investigation or examination, and without the requirement of a public hearing, that the following requirements have been fulfilled:

(1) That the resulting commercial bank will operate in a safe, sound, and prudent manner.

(2) That the proposed charter conversion will not result in a commercial bank that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(3) That the management or other principals of the savings association are qualified by character and financial responsibility to control and operate in a legal and proper manner the commercial bank proposed to be formed as a result of the charter conversion.

(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-11Powers and duties of resulting commercial bank

     Sec. 11. Upon conversion of a savings association, the resulting commercial bank:

(1) possesses all of the rights, privileges, immunities, and powers of a commercial bank;

(2) unless otherwise provided in this chapter, is subject to all of the duties, restrictions, obligations, and liabilities of a commercial bank; and

(3) succeeds by operation of law to all rights and property of the converting savings association and shall be subjected to all debts, obligations, and liabilities of the converting savings association as if the commercial bank had incurred the debts and liabilities.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-12Transitional powers

     Sec. 12. The department may authorize the resulting commercial bank to do the following:

(1) Wind up any activities legally engaged in by the savings association at the time of charter conversion not permitted to commercial banks.

(2) Retain any assets legally held by the savings association at the effective time of the charter conversion that may not be held by commercial banks for a transitional period.

The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.

As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.37.

 

IC 28-1-21.6-13Retention of branches

     Sec. 13. Notwithstanding IC 28-2-13, a commercial bank created by charter conversion may retain all branches lawfully established.

As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.38.

 

IC 28-1-21.6-14Articles of conversion; filing

     Sec. 14. In order to effect the charter conversion, the converting savings association shall file articles of charter conversion, bearing the approval of the director of the department, with the secretary of state. The converting savings association shall also file copies of the articles of charter conversion with the county recorder of the county where the principal office of the commercial bank is located.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.6-15Statutes and rules applicable to converted bank

     Sec. 15. Upon the effective time of charter conversion, the converted commercial bank shall, unless otherwise provided in this chapter, immediately become subject to all statutes and rules applicable to commercial banks.

As added by P.L.147-1990, SEC.2.

 

IC 28-1-21.7Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks
           28-1-21.7-1"Department"
           28-1-21.7-2"Effective time of the mutual bank conversion"
           28-1-21.7-3"Mutual bank"
           28-1-21.7-4"Mutual bank conversion"
           28-1-21.7-5Repealed
           28-1-21.7-5.1"Primary federal regulator"
           28-1-21.7-6"Savings association"
           28-1-21.7-7"Voting parties"
           28-1-21.7-8Conversion upon approval
           28-1-21.7-9Procedures for conversion
           28-1-21.7-10Approval or disapproval of conversion plan; requirements
           28-1-21.7-11Powers and duties of resulting mutual bank
           28-1-21.7-12Transitional powers
           28-1-21.7-13Retention of branches
           28-1-21.7-14Articles of conversion; filing
           28-1-21.7-15Statutes and rules applicable to converted bank

 

IC 28-1-21.7-1"Department"

     Sec. 1. As used in this chapter, "department" means the department of financial institutions and, if applicable, the department's authorized delegate.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-2"Effective time of the mutual bank conversion"

     Sec. 2. As used in this chapter, "effective time of the mutual bank conversion" means:

(1) the date that articles of mutual bank conversion are filed with the secretary of state; or

(2) the date designated in the articles of mutual bank conversion.

As added by P.L.147-1990, SEC.3. Amended by P.L.122-1994, SEC.83.

 

IC 28-1-21.7-3"Mutual bank"

     Sec. 3. (a) As used in this chapter, "mutual bank" means a mutual savings bank governed by IC 28-6.1.

     (b) A reference in IC 28-6.1 to formation and operation of a savings bank by a board means formation by conversion under this chapter and operation by a board of directors elected by members under IC 28-13.

     (c) IC 28-6.1-3 does not apply to mutual banks formed by conversion under this chapter.

As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.39.

 

IC 28-1-21.7-4"Mutual bank conversion"

     Sec. 4. As used in this chapter, "mutual bank conversion" means the conversion of a savings association to a mutual bank.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-5Repealed

As added by P.L.147-1990, SEC.3. Repealed by P.L.27-2012, SEC.61.

 

IC 28-1-21.7-5.1"Primary federal regulator"

     Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:

(1) savings associations; or

(2) savings association holding companies;

organized under the laws of any state or the United States.

As added by P.L.27-2012, SEC.62.

 

IC 28-1-21.7-6"Savings association"

     Sec. 6. As used in this chapter, "savings association" means an institution (as defined in 12 U.S.C. 1813(b)) that maintains its principal office in Indiana. The term includes federally chartered savings associations and savings banks, and state savings and loan associations and building and loan associations, but only if held in the mutual form of ownership.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-7"Voting parties"

     Sec. 7. As used in this chapter, "voting parties" means a mutual savings association's depositors or members. Voting parties have the voting rights stipulated by the bylaws of the converting savings association.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-8Conversion upon approval

     Sec. 8. Any savings association may, upon approval of the department and, if required by federal law, the primary federal regulator, effect a mutual bank conversion.

As added by P.L.147-1990, SEC.3. Amended by P.L.27-2012, SEC.63.

 

IC 28-1-21.7-9Procedures for conversion

     Sec. 9. The department shall prescribe procedures for mutual bank conversions. The procedures prescribed by the department must include the following:

(1) The savings association shall prepare and submit a plan of mutual bank conversion to the department that provides the terms and conditions of the mutual bank conversion as required by the department. However, if the plan of mutual bank conversion complies with the requirements of the primary federal regulator, the plan shall be considered adequate.

(2) The plan of mutual bank conversion must be adopted by not less than a majority of the board of directors of the savings association.

(3) Upon approval of a plan of mutual bank conversion by the board of directors of the savings association, the plan of mutual bank conversion and a certified copy of the resolution of the board of directors approving the plan of mutual bank conversion shall be submitted to the department for approval.

(4) The plan of mutual bank conversion shall be conditioned upon the approval of not less than a majority of the total number of votes cast at a regular or special meeting of the voting parties. The method used to notify the voting parties of the meeting held to consider a plan of mutual bank conversion must be approved by the director of the department. The director may require the converting savings association to provide the voting parties with information regarding the plan of mutual bank conversion.

(5) The savings association shall provide to the department the additional relevant information requested by the department in connection with the plan of mutual bank conversion.

As added by P.L.147-1990, SEC.3. Amended by P.L.33-1991, SEC.21; P.L.42-1993, SEC.40; P.L.122-1994, SEC.84; P.L.27-2012, SEC.64.

 

IC 28-1-21.7-10Approval or disapproval of conversion plan; requirements

     Sec. 10. (a) The department may approve or disapprove the plan of mutual bank conversion filed under section 9 of this chapter.

     (b) Solicitation of the votes of voting parties may occur prior to receipt of the approval of the department.

     (c) The department may not approve the plan of mutual bank conversion unless the department finds, after appropriate investigation or examination, and without the requirement of a public hearing, that the following requirements have been fulfilled:

(1) That the resulting mutual bank will operate in a safe, sound, and prudent manner.

(2) That the proposed mutual bank conversion will not result in a mutual bank that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(3) That the management or other principals of the savings association are qualified by character and financial responsibility to control and operate in a legal and proper manner the mutual bank proposed to be formed as a result of the mutual bank conversion.

(4) That the interests of the depositors and creditors, and of the public generally, will not be jeopardized by the proposed mutual bank conversion.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-11Powers and duties of resulting mutual bank

     Sec. 11. Upon conversion of a savings association, the resulting mutual bank:

(1) possesses all of the rights, privileges, immunities, and powers of a mutual bank;

(2) unless otherwise provided in this chapter, is subject to all of the duties, restrictions, obligations, and liabilities of a mutual bank; and

(3) succeeds by operation of law to all rights and property of the converting savings association and shall be subjected to all debts, obligations, and liabilities of the converting savings association as if the mutual bank had incurred the debts and liabilities.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-12Transitional powers

     Sec. 12. The department may authorize the resulting mutual bank to do the following:

(1) Wind up any activities legally engaged in by the savings association at the time of mutual bank conversion not permitted to mutual banks.

(2) Retain any assets legally held by the savings association at the time of the mutual bank conversion that may not be held by mutual banks for a transitional period.

The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the mutual bank conversion.

As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.41.

 

IC 28-1-21.7-13Retention of branches

     Sec. 13. Notwithstanding IC 28-6.1-12, a mutual bank created by charter conversion may retain all branches lawfully established.

As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.42.

 

IC 28-1-21.7-14Articles of conversion; filing

     Sec. 14. In order to effect the mutual bank conversion, the converting savings association shall file articles of mutual bank conversion, bearing the approval of the director of the department, with the Indiana secretary of state. The converting savings association shall also file copies of the articles of mutual bank conversion with the county recorder of the county where the principal office of the mutual bank is located.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.7-15Statutes and rules applicable to converted bank

     Sec. 15. Upon the effective time of mutual bank conversion, the converted mutual bank, unless otherwise provided in this chapter, immediately becomes subject to all statutes and rules applicable to mutual banks.

As added by P.L.147-1990, SEC.3.

 

IC 28-1-21.8Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank
           28-1-21.8-1Conversion plan
           28-1-21.8-2Effective time of the charter conversion
           28-1-21.8-3Repealed
           28-1-21.8-3.1Primary federal regulator
           28-1-21.8-4Savings association
           28-1-21.8-5Stock savings association
           28-1-21.8-6Stock savings bank conversion
           28-1-21.8-7Voting parties
           28-1-21.8-8Conversion to stock savings banks
           28-1-21.8-9Conversion procedures
           28-1-21.8-10Approval or disapproval of conversion plans by department; hearings; solicitation of votes
           28-1-21.8-11Conditions for approval of conversion plans
           28-1-21.8-12Rights and obligations of converted stock savings banks
           28-1-21.8-13Transitional period
           28-1-21.8-14Retention of branches
           28-1-21.8-15Articles of conversion
           28-1-21.8-16Application of banking law
           28-1-21.8-17Rules

 

IC 28-1-21.8-1Conversion plan

     Sec. 1. As used in this chapter, "conversion plan" refers to the stock savings bank conversion plan required by this chapter.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-2Effective time of the charter conversion

     Sec. 2. As used in this chapter, "effective time of the charter conversion" means:

(1) the date that articles of conversion are filed with the secretary of state; or

(2) the date designated in the articles of conversion.

As added by P.L.42-1993, SEC.43. Amended by P.L.122-1994, SEC.85.

 

IC 28-1-21.8-3Repealed

As added by P.L.42-1993, SEC.43. Repealed by P.L.27-2012, SEC.65.

 

IC 28-1-21.8-3.1Primary federal regulator

     Sec. 3.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:

(1) savings associations; or

(2) savings association holding companies;

organized under the laws of any state or the United States.

As added by P.L.27-2012, SEC.66.

 

IC 28-1-21.8-4Savings association

     Sec. 4. (a) As used in this chapter, "savings association" means an institution (as defined in 12 U.S.C. 1813(b)) that maintains its principal office in Indiana.

     (b) The term includes:

(1) federally chartered savings associations and savings banks; and

(2) state savings and loan associations and building and loan associations;

whether in stock or mutual form of ownership.

     (c) The term does not include mutual savings banks or stock savings banks.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-5Stock savings association

     Sec. 5. As used in this chapter, "stock savings bank" means a savings bank owned by holders of capital stock and formed by conversion under this chapter.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-6Stock savings bank conversion

     Sec. 6. As used in this chapter, "stock savings bank conversion" means the conversion of a savings association to a stock savings bank, including any of the following:

(1) A conversion in connection with the formation of a holding company.

(2) An acquisition involving an existing corporation.

(3) The merger with an existing financial institution.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-7Voting parties

     Sec. 7. As used in this chapter, "voting parties" means the following:

(1) In the case of a mutual savings association, the mutual savings association's depositors or members.

(2) In the case of a stock savings association, the stock savings association's stockholders.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-8Conversion to stock savings banks

     Sec. 8. With the approval of the department, a stock savings association may convert to a stock savings bank under this chapter.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-9Conversion procedures

     Sec. 9. (a) The department shall prescribe procedures for stock savings bank conversions.

     (b) The procedures prescribed by the department must include the following:

(1) The savings association must prepare and submit a conversion plan to the department that provides the terms and conditions of the stock savings bank conversion as required by the department. The resulting stock savings bank is not required to register its stock under the Securities and Exchange Act of 1934 (15 U.S.C. 77b et seq.) unless required by other applicable laws or regulations. A conversion plan is sufficient if it complies with the requirements of the primary federal regulator. In case of a stock savings bank conversion by a mutual savings association, the conversion plan must specify the manner of distribution of stock in conformance with the primary federal regulator's regulations unless otherwise provided in this chapter.

(2) The conversion plan must be adopted by not less than a majority of the board of directors of the savings association.

(3) Upon approval of the conversion plan by the board of directors of the savings association, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan must be submitted to the department for approval.

(4) The conversion plan must be conditioned on the approval of not less than a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings association shall provide to the voting parties the information regarding the conversion plan required by the department. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator's regulations relating to proxy statements governed by Section 14 of the Security and Exchange Act of 1934 (15 U.S.C. 78n).

(5) The savings association shall provide to the department additional relevant information requested by the department regarding the conversion plan.

     (c) Voting parties have the voting rights provided by the bylaws or charter of the converting savings association.

As added by P.L.42-1993, SEC.43. Amended by P.L.27-2012, SEC.67.

 

IC 28-1-21.8-10Approval or disapproval of conversion plans by department; hearings; solicitation of votes

     Sec. 10. (a) The department may approve or disapprove the conversion plan filed under section 9 of this chapter.

     (b) The department is not required to hold a hearing on the conversion plan.

     (c) Solicitation of the votes of voting parties may occur before the savings association receives the department's approval of the conversion plan if the director of the department has reviewed the proxy solicitation material and has notified the savings association in writing that the department does not object to use of the material.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-11Conditions for approval of conversion plans

     Sec. 11. The department may not approve the conversion plan unless the department finds, after appropriate investigation or examination, all of the following:

(1) That the resulting stock savings bank will operate in a safe, sound, and prudent manner.

(2) That the proposed stock savings bank conversion will not result in a stock savings bank that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(3) That the management or other principals of the savings association are qualified by character and financial responsibility to control and operate in a legal and proper manner the proposed stock savings bank.

(4) That the interests of the depositors, creditors, and public generally will not be jeopardized by the proposed stock savings bank conversion.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-12Rights and obligations of converted stock savings banks

     Sec. 12. At the effective time of the charter conversion, the resulting stock savings bank:

(1) possesses all of the rights, privileges, immunities, and powers of a stock savings bank;

(2) unless otherwise provided in this chapter, is subject to all of the statutes, rules, duties, restrictions, obligations, and liabilities of a stock savings bank;

(3) succeeds by operation of law to all rights and property of the converting savings association; and

(4) is subject to all debts, obligations, and liabilities of the converting savings association as if the stock savings bank had incurred the debts and liabilities.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-13Transitional period

     Sec. 13. The department may authorize the resulting stock savings bank to do the following:

(1) Wind up any activities legally engaged in by the savings association at the effective time of the charter conversion not permitted to stock savings banks.

(2) Retain for a transitional period any assets legally held by the savings association at the effective time of the charter conversion that otherwise may not be held by stock savings banks.

The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-14Retention of branches

     Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank created by a stock savings bank conversion may retain all branches lawfully established.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-15Articles of conversion

     Sec. 15. (a) To effect the stock savings bank conversion, the converting savings association must file with the secretary of state articles of conversion showing the approval of the director of the department.

     (b) The converting savings association shall record copies of the articles of conversion with the county recorder of the county where the principal office of the stock savings bank is located.

     (c) The articles of conversion constitute articles of incorporation and must set forth the elements required in IC 28-12-2-1.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-16Application of banking law

     Sec. 16. (a) Except as provided in subsection (c), a stock savings bank formed under this chapter is governed by IC 28-6.1.

     (b) For purposes of a stock savings bank formed under this chapter, references in IC 28-6.1 to formation and operation by a board means:

(1) formation by conversion under this chapter; and

(2) operation by a board of directors elected by shareholders under IC 28-13.

     (c) IC 28-6.1-3 does not apply to a stock savings bank formed under this chapter.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.8-17Rules

     Sec. 17. The department may adopt rules under IC 4-22-2 or policies to implement this chapter.

As added by P.L.42-1993, SEC.43.

 

IC 28-1-21.9Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank
           28-1-21.9-1Charter conversion
           28-1-21.9-2Conversion plan
           28-1-21.9-3Effective time of the charter conversion
           28-1-21.9-4Repealed
           28-1-21.9-5Repealed
           28-1-21.9-5.1Primary federal regulator
           28-1-21.9-5.5Savings bank
           28-1-21.9-6Stock savings bank
           28-1-21.9-7Voting parties
           28-1-21.9-8Conversion to stock savings banks
           28-1-21.9-9Conversion procedures
           28-1-21.9-9.5Voting rights
           28-1-21.9-10Approval or disapproval of conversion plans by department; hearings; solicitation of votes
           28-1-21.9-11Conditions for approval of conversion plans
           28-1-21.9-12Rights and obligations of converted stock savings banks
           28-1-21.9-13Transitional period
           28-1-21.9-14Retention of branches
           28-1-21.9-15Articles of charter conversion
           28-1-21.9-16Application of banking law
           28-1-21.9-17Rules

 

IC 28-1-21.9-1Charter conversion

     Sec. 1. As used in this chapter, "charter conversion" means the conversion of a savings bank to a stock savings bank, including any of the following:

(1) A conversion in connection with the formation of a holding company.

(2) An acquisition involving an existing corporation.

(3) A merger with an existing financial institution.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.36.

 

IC 28-1-21.9-2Conversion plan

     Sec. 2. As used in this chapter, "conversion plan" refers to the plan of charter conversion of a savings bank to a stock savings bank required by this chapter.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.37.

 

IC 28-1-21.9-3Effective time of the charter conversion

     Sec. 3. As used in this chapter, "effective time of the charter conversion" means:

(1) the date that articles of conversion are filed with the secretary of state; or

(2) the date designated in the articles of conversion.

As added by P.L.42-1993, SEC.44. Amended by P.L.122-1994, SEC.86.

 

IC 28-1-21.9-4Repealed

As added by P.L.42-1993, SEC.44. Repealed by P.L.262-1995, SEC.91.

 

IC 28-1-21.9-5Repealed

As added by P.L.42-1993, SEC.44. Repealed by P.L.27-2012, SEC.68.

 

IC 28-1-21.9-5.1Primary federal regulator

     Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:

(1) savings associations (as defined in IC 28-15-1-11); or

(2) savings association holding companies;

organized under the laws of any state or the United States.

As added by P.L.27-2012, SEC.69.

 

IC 28-1-21.9-5.5Savings bank

     Sec. 5.5. As used in this chapter, "savings bank" has the meaning set forth in IC 28-6.1-2-6.

As added by P.L.262-1995, SEC.38.

 

IC 28-1-21.9-6Stock savings bank

     Sec. 6. As used in this chapter, "stock savings bank" means a savings bank that is:

(1) owned by holders of capital stock; and

(2) formed by conversion under this chapter.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.39.

 

IC 28-1-21.9-7Voting parties

     Sec. 7. As used in this chapter, "voting parties" means the:

(1) depositors; and

(2) borrowers;

of a savings bank.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.40.

 

IC 28-1-21.9-8Conversion to stock savings banks

     Sec. 8. With the approval of the department, a savings bank may convert its charter under this chapter.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.41.

 

IC 28-1-21.9-9Conversion procedures

     Sec. 9. (a) The department shall prescribe procedures for charter conversions under this chapter.

     (b) The procedures prescribed by the department must include the following:

(1) The savings bank must prepare and submit a conversion plan to the department that provides the terms and conditions of the charter conversion as required by the department. The conversion plan shall stipulate the manner of distribution of stock.

(2) The conversion plan must be adopted by not less than a majority of the board of directors of the savings bank.

(3) Upon approval of a plan of charter conversion by the board of directors of the savings bank, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan shall be submitted to the department for approval.

(4) The conversion plan shall be conditioned upon the approval of not less than a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings bank shall provide to the voting parties the information regarding the conversion plan that the department requires. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator's regulations relating to proxy statements governed by Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n).

(5) The savings bank shall provide to the department the additional relevant information requested by the department in connection with the conversion plan.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.42; P.L.27-2012, SEC.70.

 

IC 28-1-21.9-9.5Voting rights

     Sec. 9.5. The voting parties of a savings bank have the voting rights set forth in IC 28-13-6-2 with respect to a charter conversion of the savings bank under this chapter.

As added by P.L.262-1995, SEC.43.

 

IC 28-1-21.9-10Approval or disapproval of conversion plans by department; hearings; solicitation of votes

     Sec. 10. (a) The department may approve or disapprove the conversion plan filed under section 9 of this chapter.

     (b) The department is not required to hold a hearing on the conversion plan.

     (c) Solicitation of the votes of voting parties may occur before the savings bank receives approval of the department, if the director of the department has reviewed the proxy solicitation material and has notified the savings bank in writing that the department does not object to use of the material.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.44.

 

IC 28-1-21.9-11Conditions for approval of conversion plans

     Sec. 11. The department may not approve the conversion plan unless the department finds, after appropriate investigation or examination, all of the following:

(1) That the resulting stock savings bank will operate in a safe, sound, and prudent manner.

(2) That the proposed charter conversion will not result in a stock savings bank that has inadequate capital, unsatisfactory management, or poor earnings prospects.

(3) That the management or other principals of the savings bank are qualified by character and financial responsibility to control and operate in a legal and proper manner the proposed stock savings bank.

(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.45.

 

IC 28-1-21.9-12Rights and obligations of converted stock savings banks

     Sec. 12. At the effective time of the charter conversion, the resulting stock savings bank:

(1) possesses all of the rights, privileges, immunities, and powers of a stock savings bank;

(2) unless otherwise provided in this chapter, is subject to all of the statutes, regulations, duties, restrictions, obligations, and liabilities of a stock savings bank;

(3) succeeds by operation of law to all rights and property of the converting savings bank; and

(4) is subject to all debts, obligations, and liabilities of the converting savings bank as if the stock savings bank had incurred the debts and liabilities.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.46.

 

IC 28-1-21.9-13Transitional period

     Sec. 13. The department may authorize the resulting stock savings bank to do the following:

(1) Wind up any activities legally engaged in by the savings bank at the effective time of the charter conversion not permitted to stock savings banks.

(2) Retain for a transitional period any assets legally held by the savings bank at the effective time of the charter conversion that otherwise may not be held by stock savings banks.

The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.47.

 

IC 28-1-21.9-14Retention of branches

     Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank created by charter conversion may retain all branches lawfully established.

As added by P.L.42-1993, SEC.44.

 

IC 28-1-21.9-15Articles of charter conversion

     Sec. 15. (a) To effect the charter conversion, the converting savings bank must file with the secretary of state articles of charter conversion showing the approval of the director of the department.

     (b) The converting savings bank shall record copies of the articles of charter conversion with the county recorder of the county where the principal office of the stock savings bank is located.

     (c) The articles of charter conversion constitute articles of incorporation and must set forth the elements required in IC 28-12-2-1.

As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.48.

 

IC 28-1-21.9-16Application of banking law

     Sec. 16. (a) Except as provided in subsection (c), a stock savings bank formed under this chapter is governed by IC 28-6.1.

     (b) For purposes of a stock savings bank formed under this chapter, a reference in IC 28-6.1 to formation and operation by a board means:

(1) formation by conversion under this chapter; and

(2) operation by a board of directors elected by shareholders under IC 28-13.

     (c) IC 28-6.1-3 does not apply to a stock savings bank formed by conversion under this chapter.

As added by P.L.42-1993, SEC.44.

 

IC 28-1-21.9-17Rules

     Sec. 17. The department may adopt rules under IC 4-22-2 or policies to implement this chapter.

As added by P.L.42-1993, SEC.44.

 

IC 28-1-21.10Chapter 21.10. Repealed

Repealed by P.L.1-2006, SEC.588.

 

IC 28-1-21.11Chapter 21.11. Repealed

Repealed by P.L.1-2006, SEC.588.

 

IC 28-1-21.12Chapter 21.12. Repealed

Repealed by P.L.1-2006, SEC.588.

 

IC 28-1-22Chapter 22. Foreign Corporations
           28-1-22-1Necessity of certificate of admission
           28-1-22-1Necessity of certificate of admission
           28-1-22-1.5Corporations domiciled in Indiana; authority to file notice of registered office and registered agent with secretary of state
           28-1-22-1.5Corporations domiciled in Indiana; authority to file notice of registered office and registered agent with secretary of state
           28-1-22-2Authorized business; equality of rights and privileges with domestic corporations
           28-1-22-3Restrictions on name
           28-1-22-4Application for admission; fees and supporting documents
           28-1-22-5Repealed
           28-1-22-6Repealed
           28-1-22-7Application for admission; filing with secretary of state; certificate of admission; issuance; contents
           28-1-22-8Effect of certificate of admission
           28-1-22-9Repealed
           28-1-22-10Premature transaction of business; personal liability of officers and directors
           28-1-22-11Investigation
           28-1-22-12Affidavit stating location of principal office and name of agent for service of process
           28-1-22-13Repealed
           28-1-22-14Repealed
           28-1-22-15Change of business; amended certificate of admission
           28-1-22-16Application for amended certificate of admission
           28-1-22-17Repealed
           28-1-22-18Issuance of amended certificate of admission
           28-1-22-19Effect of amended certificate of admission
           28-1-22-20Change of business before approval; personal liability of officers and directors
           28-1-22-21Statement of withdrawal
           28-1-22-22Form; actions not affected
           28-1-22-23Repealed
           28-1-22-24Revocation of certificate of admission
           28-1-22-25Duties of department upon revocation
           28-1-22-26Repealed
           28-1-22-27Repealed
           28-1-22-28Transaction of business without certificate; offenses; remedies

 

IC 28-1-22-1Necessity of certificate of admission

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     Sec. 1. (a) Any bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:

(1) is organized under the laws of:

(A) any other state (as defined in IC 28-2-17-19);

(B) the United States; or

(C) any other country;

(2) is not domiciled in Indiana; and

(3) is referred to in this chapter as a corporation or foreign corporation;

shall, before transacting business in this state, obtain a certificate of admission to this state from the department, which must be filed with the secretary of state. A corporation may not do business in Indiana unless a certificate of admission is issued to the corporation by the department.

     (b) The activities listed in IC 23-1-49-1(b) do not constitute transacting business within the meaning of subsection (a). For the purposes of this section, the list of activities set forth in IC 23-1-49-1(b) is not exhaustive.

     (c) Isolated business transactions that are not regular, systematic, or continuing do not constitute the transaction of business under subsection (a).

Formerly: Acts 1933, c.40, s.324. As amended by P.L.263-1985, SEC.84; P.L.262-1995, SEC.49; P.L.171-1996, SEC.8; P.L.192-1997, SEC.5; P.L.213-2007, SEC.43; P.L.217-2007, SEC.41.

 

IC 28-1-22-1Necessity of certificate of admission

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     Sec. 1. (a) Any bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:

(1) is organized under the laws of:

(A) any other state (as defined in IC 28-2-17-19);

(B) the United States; or

(C) any other country;

(2) is not domiciled in Indiana; and

(3) is referred to in this chapter as a corporation or foreign corporation;

shall, before transacting business in this state, obtain a certificate of admission to this state from the department, which must be filed with the secretary of state. A corporation may not do business in Indiana unless a certificate of admission is issued to the corporation by the department.

     (b) The activities listed in IC 23-0.5-5-5(a) do not constitute transacting business within the meaning of subsection (a). For the purposes of this section, the list of activities set forth in IC 23-0.5-5-5(a) is not exhaustive.

     (c) Isolated business transactions that are not regular, systematic, or continuing do not constitute the transaction of business under subsection (a).

(Formerly: Acts 1933, c.40, s.324.) As amended by P.L.263-1985, SEC.84; P.L.262-1995, SEC.49; P.L.171-1996, SEC.8; P.L.192-1997, SEC.5; P.L.213-2007, SEC.43; P.L.217-2007, SEC.41; P.L.118-2017, SEC.123.

 

IC 28-1-22-1.5Corporations domiciled in Indiana; authority to file notice of registered office and registered agent with secretary of state

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     Sec. 1.5. (a) As used in this section, "eligible entity" means a bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:

(1) is organized under the laws of:

(A) any other state (as defined in IC 28-2-17-19);

(B) the United States; or

(C) any other country; and

(2) is domiciled in Indiana.

     (b) An eligible entity may file with the secretary of state a notice concerning the eligible entity's:

(1) registered office; and

(2) registered agent;

in accordance with IC 23-15-11.

As added by P.L.186-2015, SEC.31.

 

IC 28-1-22-1.5Corporations domiciled in Indiana; authority to file notice of registered office and registered agent with secretary of state

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     Sec. 1.5. (a) As used in this section, "eligible entity" means a bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:

(1) is organized under the laws of:

(A) any other state (as defined in IC 28-2-17-19);

(B) the United States; or

(C) any other country; and

(2) is domiciled in Indiana.

     (b) An eligible entity may file with the secretary of state a notice concerning the eligible entity's:

(1) registered office; and

(2) registered agent;

in accordance with IC 23-0.5-4.

As added by P.L.186-2015, SEC.31. Amended by P.L.118-2017, SEC.124.

 

IC 28-1-22-2Authorized business; equality of rights and privileges with domestic corporations

     Sec. 2. (a) No foreign corporation shall be admitted for the purpose of transacting any kind of business in this state, the transaction of which by domestic corporation is not permitted by the laws of this state.

     (b) A foreign corporation admitted to do business in this state shall have the same rights, privileges, and restrictions as domestic corporations of like character or charter, and to the same extent as if it had been organized under this article, to transact the business for which its certificate of admission is issued.

Formerly: Acts 1933, c.40, s.325. As amended by P.L.263-1985, SEC.85; P.L.171-1996, SEC.9.

 

IC 28-1-22-3Restrictions on name

     Sec. 3. A foreign corporation shall not use or assume a name which could not be taken by a domestic corporation under the provisions of IC 28-12-3.

Formerly: Acts 1933, c.40, s.326. As amended by P.L.263-1985, SEC.86; P.L.14-1992, SEC.102; P.L.171-1996, SEC.10.

 

IC 28-1-22-4Application for admission; fees and supporting documents

     Sec. 4. (a) To be admitted to do business in Indiana, a foreign corporation must file an application for admission in the form prescribed by the director. The application must be accompanied by:

(1) the fees prescribed by the department; and

(2) a copy of its articles of incorporation or association.

     (b) The application for admission filed by a foreign corporation must:

(1) be signed by:

(A) the president or a vice president of the foreign corporation; and

(B) the secretary or cashier of the foreign corporation;

(2) be verified under oath by the officers signing the application; and

(3) include a description of the nature of business that the foreign corporation intends to carry on in Indiana under its articles of incorporation or association.

Formerly: Acts 1933, c.40, s.327. As amended by P.L.171-1996, SEC.11; P.L.63-2001, SEC.9 and P.L.134-2001, SEC.10.

 

IC 28-1-22-5Repealed

Formerly: Acts 1933, c.40, s.328. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-6Repealed

Formerly: Acts 1933, c.40, s.329. As amended by P.L.263-1985, SEC.87; P.L.14-1992, SEC.103. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-7Application for admission; filing with secretary of state; certificate of admission; issuance; contents

     Sec. 7. Upon submission of a foreign corporation's application for admission, the department shall issue to the foreign corporation a certificate of admission, which shall be filed with the secretary of state. The secretary of state shall file one (1) copy of the certificate of admission issued by the department and shall issue to the corporation an original and a duplicate certificate of admission. The certificate of admission issued by the secretary of state must set forth the name of the corporation and the state or country where it was incorporated.

Formerly: Acts 1933, c.40, s.330. As amended by P.L.171-1996, SEC.12; P.L.63-2001, SEC.10 and P.L.134-2001, SEC.11.

 

IC 28-1-22-8Effect of certificate of admission

     Sec. 8. A foreign corporation that has been issued a certificate of admission by the secretary of state shall be admitted and shall have authority to transact the business set forth in the certificate.

Formerly: Acts 1933, c.40, s.331. As amended by P.L.263-1985, SEC.88; P.L.171-1996, SEC.13; P.L.11-1998, SEC.2.

 

IC 28-1-22-9Repealed

Formerly: Acts 1933, c.40, s.332. As amended by P.L.171-1996, SEC.14. Repealed by P.L.11-1998, SEC.24.

 

IC 28-1-22-10Premature transaction of business; personal liability of officers and directors

     Sec. 10. If a foreign corporation transacts business in this state before it has received the approval of the department, the officers and directors of the corporation shall be severally liable for the liabilities of the corporation that result from the corporation's transaction of business in Indiana.

Formerly: Acts 1933, c.40, s.333. As amended by P.L.171-1996, SEC.15; P.L.11-1998, SEC.3.

 

IC 28-1-22-11Investigation

     Sec. 11. The department shall have power to investigate all foreign corporations with respect to the character of business in which such corporations propose to engage in Indiana.

Formerly: Acts 1933, c.40, s.334; Acts 1945, c.348, s.25. As amended by P.L.171-1996, SEC.16.

 

IC 28-1-22-12Affidavit stating location of principal office and name of agent for service of process

     Sec. 12. A foreign corporation admitted to do business in this state shall keep on file with the secretary of state an affidavit setting forth the location of its principal office in this state, and the name of a person who serves as its agent or representative on whom legal process may be served.

Formerly: Acts 1933, c.40, s.335. As amended by P.L.171-1996, SEC.17.

 

IC 28-1-22-13Repealed

Formerly: Acts 1933, c.40, s.336. As amended by P.L.263-1985, SEC.89. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-14Repealed

Formerly: Acts 1933, c.40, s.337. As amended by P.L.263-1985, SEC.90; P.L.171-1996, SEC.18. Repealed by P.L.63-2001, SEC.30 and P.L.134-2001, SEC.32.

 

IC 28-1-22-15Change of business; amended certificate of admission

     Sec. 15. A foreign corporation admitted to do business in this state may alter or enlarge the nature of the business which it is authorized to transact in this state under its articles of incorporation or association or by any amendments by obtaining an amended certificate of admission from the department.

Formerly: Acts 1933, c.40, s.338. As amended by P.L.171-1996, SEC.19.

 

IC 28-1-22-16Application for amended certificate of admission

     Sec. 16. A foreign corporation may obtain an amended certificate if it files with the department an application for an amended certificate of admission, setting forth the change in the nature of the business it intends to carry on in this state. The application shall be signed by the president or a vice president and by the secretary or cashier of the corporation.

Formerly: Acts 1933, c.40, s.339. As amended by P.L.171-1996, SEC.20.

 

IC 28-1-22-17Repealed

Formerly: Acts 1933, c.40, s.340. As amended by P.L.263-1985, SEC.91; P.L.14-1992, SEC.104. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-18Issuance of amended certificate of admission

     Sec. 18. Upon submission of an application for an amended certificate of admission, the department shall issue an amended certificate of admission, which shall be filed with the secretary of state. The secretary of state shall file one (1) copy of the amended certificate of admission issued by the department and shall issue to the corporation an original and a duplicate amended certificate of admission.

Formerly: Acts 1933, c.40, s.341. As amended by P.L.171-1996, SEC.21; P.L.63-2001, SEC.11 and P.L.134-2001, SEC.12.

 

IC 28-1-22-19Effect of amended certificate of admission

     Sec. 19. A foreign corporation that has been issued an amended certificate of admission by the secretary of state shall have authority to transact in this state the business set forth in the certificate.

Formerly: Acts 1933, c.40, s.342. As amended by P.L.263-1985, SEC.92; P.L.171-1996, SEC.22; P.L.11-1998, SEC.4.

 

IC 28-1-22-20Change of business before approval; personal liability of officers and directors

     Sec. 20. If a foreign corporation changes the nature of the business it transacts in Indiana before the business receives the department's approval, the officers and directors of such corporation shall be severally liable for the liabilities of the corporation that result from the corporation's transaction of that business in Indiana.

Formerly: Acts 1933, c.40, s.343. As amended by P.L.263-1985, SEC.93; P.L.14-1992, SEC.105; P.L.171-1996, SEC.23; P.L.11-1998, SEC.5.

 

IC 28-1-22-21Statement of withdrawal

     Sec. 21. A foreign corporation may surrender its certificate of admission by filing a statement of withdrawal with the department and the secretary of state.

Formerly: Acts 1933, c.40, s.344. As amended by P.L.171-1996, SEC.24.

 

IC 28-1-22-22Form; actions not affected

     Sec. 22. The statement of withdrawal of a foreign corporation shall be in the form prescribed by the department. The filing of the statement does not affect:

(1) any action by or against the corporation that is pending at the time of the filing; or

(2) any right of action in favor of or against the corporation existing at or before the time of the filing.

Formerly: Acts 1933, c.40, s.345. As amended by P.L.263-1985, SEC.94; P.L.14-1992, SEC.106; P.L.171-1996, SEC.25.

 

IC 28-1-22-23Repealed

Formerly: Acts 1933, c.40, s.346. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-24Revocation of certificate of admission

     Sec. 24. The certificate of admission of any foreign corporation admitted to do business in this state may be revoked at any time by the department:

(1) upon the failure of the corporation for thirty (30) days to appoint and maintain an agent in this state upon whom service of legal process may be had;

(2) upon the failure of the corporation for thirty (30) days to keep on file in the office of the secretary of state duly authenticated copies of each instrument amending its articles of incorporation;

(3) upon the failure of the corporation for thirty (30) days to file for record in the office of a county recorder the certificate of admission or any amended certificate of admission as provided by this article;

(4) upon the failure, neglect, or refusal of the corporation for thirty (30) days to pay any fee required by the laws of this state; or

(5) for willful misrepresentation of any material matter in any application, statement, affidavit, or other paper filed by such corporation pursuant to this article.

Formerly: Acts 1933, c.40, s.347. As amended by P.L.263-1985, SEC.95; P.L.171-1996, SEC.26.

 

IC 28-1-22-25Duties of department upon revocation

     Sec. 25. (a) A certificate of admission of a foreign corporation is revoked when the department:

(1) serves a certificate of revocation upon the corporation at its principal office in Indiana; and

(2) files a copy of the certificate of revocation with:

(A) the secretary of state; and

(B) the county recorder of the county in which the principal office of the corporation in Indiana is located.

     (b) Upon the serving of a certificate of revocation by the department, the authority of the corporation to transact business in this state shall cease, and the corporation shall not transact any business in this state.

Formerly: Acts 1933, c.40, s.348. As amended by P.L.171-1996, SEC.27.

 

IC 28-1-22-26Repealed

Formerly: Acts 1933, c.40, s.349. As amended by P.L.263-1985, SEC.96. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-27Repealed

Formerly: Acts 1933, c.40, s.350. Repealed by P.L.171-1996, SEC.44.

 

IC 28-1-22-28Transaction of business without certificate; offenses; remedies

     Sec. 28. (a) No foreign corporation transacting business in this state without procuring a certificate of admission, or, if such a certificate has been procured, after its certificate of admission has been withdrawn or revoked, shall maintain any suit, action or proceeding in any of the courts of this state upon any demand, whether arising out of contract or tort; and every such corporation so transacting business shall be liable in an amount not exceeding ten thousand dollars ($10,000), in an action by the attorney general in any county in which the business was transacted.

     (b) If any foreign corporation shall transact business in this state without procuring a certificate of admission, or, if a certificate has been procured, after its certificate has been withdrawn or revoked, or shall transact any business not authorized by such certificate, such corporation shall not be entitled to maintain any suit or action at law or in equity upon any claim, legal or equitable, whether arising out of contract or tort, in any court in this state; and it shall be the duty of the attorney general, upon being advised that any foreign corporation is so transacting business in this state, to bring an action in the circuit court of Marion County for an injunction to restrain it from transacting unauthorized business and for the annulment of its certificate of admission, if one has been procured.

Formerly: Acts 1933, c.40, s.351. As amended by Acts 1978, P.L.2, SEC.2812; P.L.171-1996, SEC.28.

 

IC 28-1-23Chapter 23. Additional Provisions Pertaining to Financial Institutions
           28-1-23-1Fees payable to secretary of state; fee on basis of capital stock of credit union
           28-1-23-2Fees payable to secretary of state; fee on basis of capital stock of building and loan association or savings and loan association
           28-1-23-2Fees payable to secretary of state; fee on basis of capital stock of savings association
           28-1-23-3Repealed
           28-1-23-4Trust business of national banks; duty to furnish information concerning obligation secured by real estate; noncompliance
           28-1-23-5Execution of verified account, report, or other paper
           28-1-23-6Restrictions on incorporation and organization
           28-1-23-7Violations
           28-1-23-8Repealed
           28-1-23-9Repealed
           28-1-23-10Repealed
           28-1-23-11Repealed
           28-1-23-12Repealed
           28-1-23-13Repealed
           28-1-23-14Repealed
           28-1-23-15Repealed
           28-1-23-16Withdrawal of deposits

 

IC 28-1-23-1Fees payable to secretary of state; fee on basis of capital stock of credit union

     Sec. 1. The fees payable to the secretary of state by financial institutions which are organized or reorganized under the laws of this state and under the laws of any other state shall be the same as the fees prescribed in chapter 219 of the Acts of the general assembly of 1929, except that the fee imposed on the basis of the capital stock of any credit union shall not exceed the sum of one dollar ($1.00) for each original application and one dollar ($1.00) for each additional application for shares irrespective of the number of shares to be authorized by such application and issued thereunder.

Formerly: Acts 1933, c.40, s.352.

 

IC 28-1-23-2Fees payable to secretary of state; fee on basis of capital stock of building and loan association or savings and loan association

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     Sec. 2. The fees payable to the secretary of state by financial institutions which are organized or reorganized under the laws of this state or under the laws of any other state shall be the same as the fees prescribed in IC 23-1-18, except that the fee imposed on the basis of the capital stock of any savings association shall be the sum of one dollar ($1) for each original application and one dollar ($1) for each additional application for shares, irrespective of the number of shares to be authorized by such application and issued thereunder.

Formerly: Acts 1933, c.40, s.352a; Acts 1965, c.22, s.1. As amended by P.L.263-1985, SEC.97; P.L.149-1986, SEC.63; P.L.79-1998, SEC.60.

 

IC 28-1-23-2Fees payable to secretary of state; fee on basis of capital stock of savings association

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     Sec. 2. The fees payable to the secretary of state by financial institutions which are organized or reorganized under the laws of this state or under the laws of any other state shall be the same as the fees prescribed in IC 23-0.5-9, except that the fee imposed on the basis of the capital stock of any savings association shall be the sum of one dollar ($1) for each original application and one dollar ($1) for each additional application for shares, irrespective of the number of shares to be authorized by such application and issued thereunder.

Formerly: Acts 1933, c.40, s.352a; Acts 1965, c.22, s.1. As amended by P.L.263-1985, SEC.97; P.L.149-1986, SEC.63; P.L.79-1998, SEC.60; P.L.118-2017, SEC.125.

 

IC 28-1-23-3Repealed

Formerly: Acts 1933, c.40, s.353. As amended by P.L.263-1985, SEC.98. Repealed by P.L.11-1998, SEC.24.

 

IC 28-1-23-4Trust business of national banks; duty to furnish information concerning obligation secured by real estate; noncompliance

     Sec. 4. (a) Any national bank located within this state may accept and execute trusts of any kind which may be committed or transferred to it, subject to the same restrictions as are imposed on state banks or trust companies under IC 28-1-11 through IC 28-1-20.

     (b) Any financial institution acting as trustee, mortgagee, or in any capacity under any mortgage or stock agreement, wherein and by virtue of which notes, bonds, preferred stock or other obligations, secured by real estate, have been sold or rediscounted by such financial institution shall, upon demand of the owner of such real estate or upon demand of any holder of any such note, bond, preferred stock or other obligation for information concerning such mortgage, note, bond, preferred stock or other obligation, immediately furnish all such information to the owner or holder of such bond, note, preferred stock or other obligation or to the owner of such mortgaged real estate.

     (c) A person who fails to comply with this section commits a Class C infraction.

Formerly: Acts 1933, c.40, s.354. As amended by Acts 1978, P.L.2, SEC.2813.

 

IC 28-1-23-5Execution of verified account, report, or other paper

     Sec. 5. Wherever any provision of this article requires that there shall be filed any verified account, report, or other paper by any person, firm, limited liability company, or corporation, such account, report, or other paper shall be executed by the person or persons filing such account, report, or other paper or by the president or such other officer as may be designated by the board of directors of any corporation filing such account, report, or other paper, and the truth of the matters therein stated shall be sworn to under oath by such person or by such president or other officer before a notary public or other officer duly qualified to administer oaths.

Formerly: Acts 1933, c.40, s.355. As amended by P.L.263-1985, SEC.99; P.L.8-1993, SEC.444.

 

IC 28-1-23-6Restrictions on incorporation and organization

     Sec. 6. (a) Except as provided in subsection (b), a mutual savings bank or a mortgage guarantee company may not be incorporated or organized under Indiana law.

     (b) A mutual savings bank may be organized with all rights and privileges under IC 28-6.1 only by a mutual bank conversion under IC 28-1-21.7.

Formerly: Acts 1933, c.40, s.356; Acts 1937, c.33, s.41. As amended by P.L.263-1985, SEC.100; P.L.147-1990, SEC.8; P.L.42-1993, SEC.45; P.L.79-1998, SEC.61.

 

IC 28-1-23-7Violations

     Sec. 7. A person who recklessly violates a provision of chapters 1 through 23 of this article for the violation of which a penalty is not otherwise provided commits a Class B misdemeanor.

Formerly: Acts 1933, c.40, s.357. As amended by Acts 1978, P.L.2, SEC.2814.

 

IC 28-1-23-8Repealed

Formerly: Acts 1933, c.40, s.358. Repealed by Acts 1978, P.L.2, SEC.2824.

 

IC 28-1-23-9Repealed

Formerly: Acts 1933, c.40, s.362. As amended by P.L.263-1985, SEC.101. Repealed by P.L.1-1989, SEC.75.

 

IC 28-1-23-10Repealed

Formerly: Acts 1933, c.40, s.364. As amended by P.L.263-1985, SEC.102. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-23-11Repealed

Formerly: Acts 1933, c.40, s.366. Repealed by Acts 1978, P.L.2, SEC.2824.

 

IC 28-1-23-12Repealed

Formerly: Acts 1933, c.40, s.367. Repealed by Acts 1978, P.L.2, SEC.2824.

 

IC 28-1-23-13Repealed

Formerly: Acts 1933, c.40, s.368. Repealed by Acts 1978, P.L.2, SEC.2824.

 

IC 28-1-23-14Repealed

Formerly: Acts 1933, c.40, s.369; Acts 1945, c.348, s.26. Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-23-15Repealed

Formerly: Acts 1933, c.40, s.370; Acts 1945, c.348, s.27. Repealed by Acts 1978, P.L.2, SEC.2824.

 

IC 28-1-23-16Withdrawal of deposits

     Sec. 16. All persons, regardless of age, may become depositors in a depository financial institution (as defined in IC 28-1-1-6) and shall be subject to the same duties and liabilities respecting their deposits. Whenever a deposit is accepted by a depository financial institution in the name of any person, regardless of age, the deposit may be withdrawn by the depositor by any of the following methods:

(1) Check or other instrument in writing. The check or other instrument in writing constitutes a receipt or acquittance if it is signed by the depositor, and constitutes a valid release and discharge to the depository financial institution for all payments so made.

(2) Electronic means through:

(A) preauthorized direct withdrawal;

(B) an automated teller machine;

(C) a debit card;

(D) a transfer by telephone;

(E) a network, including the Internet; or

(F) any:

(i) electronic terminal;

(ii) computer;

(iii) magnetic tape; or

(iv) other electronic means.

However, this section may not be construed to affect the rights, liabilities, or responsibilities of participants in an electronic fund transfer under the federal Electronic Fund Transfer Act (15 U.S.C. 1693 et seq.).

As added by P.L.81-2001, SEC.3.

 

IC 28-1-23.2Chapter 23.2. Prize Linked Savings Programs
           28-1-23.2-1"Director"
           28-1-23.2-2"Eligible depository financial institution"
           28-1-23.2-3"Eligible individual"
           28-1-23.2-4"Qualified account"
           28-1-23.2-5"Qualified financial program"
           28-1-23.2-6"Prize linked savings program"
           28-1-23.2-7Required conditions to offer and conduct a prize linked savings program
           28-1-23.2-8Statement describing the terms and conditions of prize linked savings programs
           28-1-23.2-9Director actions

 

IC 28-1-23.2-1"Director"

     Sec. 1. As used in this chapter, "director" refers to the director of the department of financial institutions.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-2"Eligible depository financial institution"

     Sec. 2. As used in this chapter, "eligible depository financial institution" means a credit union that is organized or reorganized under Indiana law with the express power to receive and accept deposits of money subject to withdrawal by any of the methods set forth in IC 28-1-23-16.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-3"Eligible individual"

     Sec. 3. As used in this chapter, "eligible individual", with respect to a prize linked savings program, means an individual who:

(1) is at least eighteen (18) years of age;

(2) is a member of the eligible depository financial institution conducting the prize linked savings program; and

(3) maintains a qualified account with the eligible depository financial institution conducting the prize linked savings program.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-4"Qualified account"

     Sec. 4. (a) As used in this chapter, "qualified account", for purposes of a prize linked savings program, means:

(1) a savings account;

(2) a time deposit; or

(3) a savings program;

that is offered by an eligible depository financial institution to an eligible individual.

     (b) The term includes:

(1) an account described in subsection (a) that is a share account; and

(2) an account described in subsection (a) in which an eligible individual has an interest:

(A) individually; or

(B) jointly with another eligible individual.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-5"Qualified financial program"

     Sec. 5. (a) As used in this chapter, "qualified financial program", for purposes of a prize linked savings program, means any savings, debt reduction, or financial education program or product that an eligible depository financial institution offers to eligible individuals for the purpose of:

(1) educating eligible individuals in the concepts of thrift;

(2) encouraging savings by eligible individuals; or

(3) providing eligible individuals the opportunity to use and control their own money in order to improve their economic and social condition.

     (b) Subject to the approval of the director, and of the eligible depository financial institution's board of directors, the term includes the following:

(1) Programs or products that encourage or require eligible individuals to open one (1) or more qualified accounts or to increase deposits or contributions to one (1) or more qualified accounts.

(2) Programs or products that encourage or require eligible individuals to deposit or transfer money into one (1) or more qualified accounts on a recurring or automatic basis.

(3) Programs or products that encourage an eligible individual to:

(A) refinance or consolidate existing debt to obtain a lower interest rate;

(B) lower the eligible individual's total debt ratio or revolving debt ratio by paying off or reducing outstanding balances; or

(C) prepare a budget or a debt reduction plan.

(4) Programs that encourage eligible individuals to:

(A) attend financial education seminars or counseling sessions sponsored by the eligible financial institution and offered free of charge; or

(B) use free online financial education, budgeting, or debt reduction tools.

(5) Any other similar savings, debt reduction, or financial education program or product that an eligible depository financial institution offers to eligible individuals for any of the purposes set forth in subsection (a).

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-6"Prize linked savings program"

     Sec. 6. As used in this chapter, "prize linked savings program" means a contest:

(1) that is associated with one (1) or more qualified accounts or one (1) or more qualified financial programs offered by an eligible depository financial institution to eligible individuals;

(2) that is conducted by an eligible depository financial institution, alone or together with one (1) or more other businesses;

(3) that offers eligible individuals one (1) or more chances to win designated prizes; and

(4) in which:

(A) the sole consideration for a chance to win a designated prize is obtained by:

(i) depositing a minimum specified amount of money in a qualified account; or

(ii) participating in one (1) or more qualified financial programs; and

(B) each entry has an equal chance of being drawn.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-7Required conditions to offer and conduct a prize linked savings program

     Sec. 7. (a) Subject to subsections (b) and (c) and section 8 of this chapter, and subject to any rules, policies, or guidance adopted by the director under section 9 of this chapter, an eligible depository financial institution may offer and conduct a prize linked savings program if the following conditions are met:

(1) The terms and conditions of the prize linked savings program must allow an eligible individual to obtain one (1) or more entries to win a specified prize. Subject to any limits that the eligible depository financial institution may place on the number of entries that an eligible individual is permitted to obtain for any given prize linked savings program, as set forth in the terms and conditions of the prize linked savings program, the eligible depository financial institution must allow an eligible individual to obtain an entry for a prize linked savings program only by doing either or both of the following:

(A) Depositing a minimum specified amount of money in a qualified account in accordance with the terms and conditions of the prize linked savings program.

(B) Participating in one (1) or more qualified financial programs in accordance with the terms and conditions of the prize linked savings program.

(2) Each entry in the prize linked savings program must have an equal chance of being drawn.

(3) The prize linked savings program must be approved by:

(A) the director; and

(B) the eligible depository financial institution's board of directors;

before it is offered or promoted to eligible individuals by the eligible depository financial institution.

     (b) An eligible depository financial institution may not conduct a prize linked savings program if the prize linked savings program will:

(1) harm the eligible depository financial institution's ability to operate in a safe and sound manner; or

(2) mislead eligible individuals or the public.

     (c) An eligible depository financial institution that conducts a prize linked savings program under this chapter shall maintain books and records relating to the conduct of the prize linked savings program in the manner and for the length of time that the director may prescribe in rules, policies, or guidance adopted under section 9 of this chapter.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-8Statement describing the terms and conditions of prize linked savings programs

     Sec. 8. (a) An eligible depository financial institution that offers a prize linked savings program under this chapter shall:

(1) post in any location where entries may be submitted; and

(2) disclose in any:

(A) printed materials; or

(B) electronic media;

promoting the prize linked savings program;

a statement describing the terms and conditions of the prize linked savings program.

     (b) The statement required under subsection (a) must include language specifying the following:

(1) That, except for:

(A) making a deposit described in section 7(a)(1)(A) of this chapter; or

(B) participating in one (1) or more qualified financial programs, as described in section 7(a)(1)(B) of this chapter;

no other action, and no purchase or other consideration, is necessary for an entry into the prize linked savings program.

(2) That, except for:

(A) making a deposit described in section 7(a)(1)(A) of this chapter; or

(B) participating in one (1) or more qualified financial programs, as described in section 7(a)(1)(B) of this chapter;

taking any other action, or purchasing any goods or services, will not improve the odds of winning.

(3) That the odds of winning are determined based on the number of entries received.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.2-9Director actions

     Sec. 9. The director may do any of the following:

(1) Prescribe the form or manner in which an eligible depository financial institution may seek approval from the department to offer a prize linked savings program to eligible individuals.

(2) Adopt rules, policies, or guidance concerning the conduct of prize linked savings programs in Indiana.

(3) Examine the conduct of an eligible depository financial institution's prize linked savings program.

(4) Issue cease and desist orders or otherwise exercise the department's enforcement powers under IC 28-11-4 for a violation of this chapter.

As added by P.L.135-2014, SEC.3.

 

IC 28-1-23.5Chapter 23.5. Electronic Activity by Financial Institutions
           28-1-23.5-1Application of chapter
           28-1-23.5-2"Electronic activity"
           28-1-23.5-3Consistency with safety and soundness standards, consumer protection laws, and supervisory guidance
           28-1-23.5-4Electronic activities; statutory authorization; standards
           28-1-23.5-5Electronic activity authorized as part of financial institution's business
           28-1-23.5-6Electronic activity incidental to financial institution's business
           28-1-23.5-7Evaluation of potential risks; authorization to act
           28-1-23.5-8Activities authorized for national banks and federal credit unions
           28-1-23.5-9Performing authorized or required activities through electronic means

 

IC 28-1-23.5-1Application of chapter

     Sec. 1. This chapter applies to the following financial institutions:

(1) A bank operating under IC 28-1-11.

(2) A credit union operating under IC 28-7-1.

(3) A savings bank operating under IC 28-6.1.

(4) A savings association operating under IC 28-15.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-2"Electronic activity"

     Sec. 2. As used in this chapter, "electronic activity" refers to:

(1) any activity or function that a financial institution performs through electronic means or facilities; or

(2) the provision or delivery of any product or service by a financial institution through the use of electronic technology.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-3Consistency with safety and soundness standards, consumer protection laws, and supervisory guidance

     Sec. 3. An electronic activity performed by a financial institution must be consistent with the following:

(1) Standards used by the department to determine whether a financial institution is operating or will operate in a safe and sound condition.

(2) State and federal consumer protection laws and regulations.

(3) State or federal supervisory guidance considered necessary or appropriate by the director.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-4Electronic activities; statutory authorization; standards

     Sec. 4. (a) The director may determine whether an electronic activity by a financial institution is permitted under:

(1) IC 28-1-11, with respect to a bank;

(2) IC 28-7-1, with respect to a credit union;

(3) IC 28-6.1, with respect to a savings bank;

(4) IC 28-15, with respect to a savings association; or

(5) any other state statute that applies to a financial institution described in subdivisions (1) through (4).

     (b) The director may establish standards or conditions designed to ensure that the electronic activities of financial institutions are:

(1) transacted as intended; and

(2) conducted safely and soundly, in accordance with other applicable statutes, regulations, or supervisory policies.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-5Electronic activity authorized as part of financial institution's business

     Sec. 5. (a) An electronic activity is authorized for a financial institution as part of the financial institution's business if the activity is described in:

(1) IC 28-1-11, with respect to a bank;

(2) IC 28-7-1, with respect to a credit union;

(3) IC 28-6.1, with respect to a savings bank;

(4) IC 28-15, with respect to a savings association; or

(5) any other state statute that applies to a financial institution described in subdivisions (1) through (4).

     (b) In determining whether an electronic activity is authorized as part of a financial institution's business, the director shall consider the following:

(1) Whether the activity is functionally equivalent to, or a logical outgrowth of, a recognized activity of the type of financial institution under consideration.

(2) Whether the activity strengthens the financial institution by benefiting its customers or its business.

(3) Whether the activity involves risks similar in nature to those already assumed by the type of financial institution under consideration.

(4) Whether the activity may be conducted by:

(A) the same, or functionally equivalent type, of federally chartered financial institution; or

(B) the same, or functionally equivalent type, of financial institution that:

(i) is organized or reorganized under the laws of another state; and

(ii) does business in Indiana;

under the authority of applicable federal or state statutes, regulations, or supervisory policies.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-6Electronic activity incidental to financial institution's business

     Sec. 6. (a) An electronic activity is authorized for a financial institution as incidental to the financial institution's business if the activity is convenient or useful to an activity that is:

(1) specifically authorized for the type of financial institution under consideration; or

(2) otherwise part of the business of the type of financial institution under consideration.

     (b) In determining whether an electronic activity is authorized as incidental to a financial institution's business, the director may consider whether the activity:

(1) facilitates the production or delivery of the financial institution's products or services;

(2) enhances the financial institution's ability to sell or market its products or services;

(3) improves the effectiveness or efficiency of the financial institution's operations; or

(4) enables the financial institution to:

(A) use capacity acquired for its operations as a financial institution; or

(B) otherwise avoid economic loss or waste.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-7Evaluation of potential risks; authorization to act

     Sec. 7. (a) As used in this section, "potential risks", with respect to a proposed electronic activity by a financial institution, include the following:

(1) Legal risks.

(2) Transactional risks.

(3) Risk of the financial institution's noncompliance with applicable statutes, regulations, or supervisory policies.

(4) Risk of harm to the financial institution's reputation.

     (b) A financial institution's board of directors and executive officers are responsible for ensuring that all potential risks are evaluated and taken into account before the financial institution undertakes any electronic activity. The board of directors and the executive officers may not delegate their responsibility under this subsection to other persons within the financial institution or to outside parties.

     (c) After a financial institution's board of directors and executive officers have acted under subsection (b) to conduct an evaluation of the potential risks associated with an electronic activity, the financial institution may perform, provide, or deliver through electronic means or facilities any activity, function, product, or service that it is otherwise authorized to perform, provide, or deliver, subject to this chapter and any other applicable statutes, regulations, or supervisory policies.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-8Activities authorized for national banks and federal credit unions

     Sec. 8. (a) A financial institution described in section 1(1), 1(3), or 1(4) of this chapter may perform, provide, or deliver through electronic means or facilities any activity, function, product, or service that a national bank is specifically authorized to perform, provide, or deliver under 12 CFR 7.5000 et seq.

     (b) A financial institution described in section 1(2) of this chapter may perform, provide, or deliver through electronic means or facilities any activity, function, product, or service that a federal credit union is specifically authorized to perform, provide, or deliver under Part 721 of the National Credit Union Administration's regulations (12 CFR 721.1 et seq.).

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-23.5-9Performing authorized or required activities through electronic means

     Sec. 9. A financial institution may perform, provide, or deliver through electronic means or facilities any activity, function, product, or service that it is otherwise authorized or required to perform, provide, or deliver by nonelectronic means or facilities, subject to the following:

(1) The approval of the customer or member to or for whom the activity, function, product, or service is performed, provided, or delivered.

(2) The:

(A) safety and soundness requirements; and

(B) state or federal supervisory guidance;

that the director would apply if the activity were conducted by nonelectronic means or facilities.

As added by P.L.10-2006, SEC.32 and P.L.57-2006, SEC.32.

 

IC 28-1-24Chapter 24. Repealed

Repealed by P.L.42-1993, SEC.103.

 

IC 28-1-25Chapter 25. Loans or Obligations Secured by the United States Government
           28-