CHAPTER 658

658.12 Definitions. Subject to other definitions contained in the financial institutions codes and unless the context otherwise requires: (1) “Association” means an association as defined in s. 665.012. (2) “Bank” means any person having a subsisting charter or other lawful authorization, under the laws of this or any other jurisdiction, authorizing such person to conduct a general commercial banking business. The term “bank” does not include a credit union or an association. (3) “Banker’s bank” means a bank insured by the Federal Deposit Insurance Corporation, or a holding company which owns or controls such an insured bank, if a minimum of 75 percent of the stock of such bank or holding company is owned exclusively by other banks, the bank is organized solely to do business with other financial institutions, and the bank does not do business with the general public. (4) “Branch” or “branch office” of a bank means any office or place of business of a bank, other than its main office and the facilities and operations authorized by ss. 658.26(4) and 660.33, at which deposits are received, checks are paid, or money is lent. With respect to a bank that has a trust department, the terms have the meanings herein ascribed to a branch or a branch office of a trust company and mean any office or place of business of a trust company, other than its main office and its trust service offices established pursuant to s. 660.33, where trust business is transacted with its customers. (5) “Charter” of a bank or trust company means the lawful authority under the laws of this or any other jurisdiction to exist and conduct business as, and the franchise of, a bank or a trust company, as the case may be, and includes the written instrument however denominated or entitled which evidences such authority. When used as a verb, “charter” means the granting of such authority and franchise. (6) “Community” means an incorporated city, town, or village or, where not within any of the foregoing or if the office determines that the area within the corporate limits of any of the foregoing is inappropriate under specific circumstances, such trade area or other area, determined by the office to be appropriate under the circumstances, in which are located persons having generally similar interests, including residential, social, or business interests or combinations thereof. (7) “Court” means a court of competent jurisdiction. (8) “Fiduciary” means a trustee; committee, guardian, custodian, conservator, or other personal representative of a person, property, or an estate; registrar or transfer agent of, or in connection with, evidences of indebtedness of every kind and of stocks and bonds and other securities; fiscal or financial agent; investment adviser; receiver; trustee in bankruptcy; assignee for creditors; or holder of any similar representative position or any other position of trust, including a person acting in any or all the capacities and performing any or all the functions enumerated in s. 660.34. (9) “General commercial banking business” includes: (a) The business of receiving demand and time deposits; (b) The payment of checks; and (c) The conduct of a trust business when duly authorized. (10) “Item” means any instrument, or any electronically or otherwise recorded, stored, or transmitted message, for the payment of money, whether or not it is negotiable, but does not include money. (11) “Law” means each valid and applicable statute, ordinance, rule, or regulation of any state and each of its political subdivisions or of the United States and each of its departments, agencies, or other entities authorized by the laws of the United States to issue rules or regulations. (12) “National bank” means a bank organized and existing as a national banking association under the provisions of 12 U.S.C. s. 21 and other sections of the National Bank Act relating thereto. (13) “Political subdivision” of this state means and includes counties, municipalities, and departments, commissions, districts, boards, and other bodies, whether corporate or otherwise, created by or pursuant to the provisions of the constitution or any other law and also includes any officer of any of the foregoing. (14) “Primary service area” means the smallest geographical area from which a bank draws, or a proposed bank expects to draw, approximately 75 percent of its deposits; the term also means the smallest geographic area from which a trust company or the trust department of a bank or association draws, or a proposed trust company or a proposed trust department of a bank or association expects to draw, approximately 75 percent of the assets value of its fiduciary accounts. (15) “Principal place of business” or “principal place of doing business” of a bank, the trust department of a bank, or a trust company means its main office. (16) “State,” when used in the context of a state other than this state, means any or every other state of the United States, the District of Columbia, any and every territory of the United States, Puerto Rico, Guam, American Samoa, and the Virgin Islands. (17) “State bank” means any bank which has a subsisting bank charter issued pursuant to the provisions of the financial institutions codes or the general banking laws of this state in effect prior to the enactment of the financial institutions codes. (18) “State member bank” means a state bank which is a member of the Federal Reserve System; and “state nonmember bank” means a state bank which is not a member of the Federal Reserve System. (19) “State trust company” means a corporation, other than a bank, which has a subsisting trust company charter issued pursuant to the provisions of the financial institutions codes or the applicable laws of the state in effect prior to the enactment of the financial institutions codes. (20) “Target market” means the group of clients or potential clients from whom: (a) A bank or proposed bank expects to draw deposits and to whom the bank or proposed bank focuses or intends to focus its marketing efforts; or (b) A trust company, a trust department of a bank or association, a proposed trust company, or a proposed trust department of a bank or association expects to draw its fiduciary accounts and to whom the trust company, the trust department of a bank or association, the proposed trust company, or the proposed trust department of a bank or association focuses or intends to focus its marketing efforts. (21) “Trust business” means the business of acting as a fiduciary when such business is conducted by a bank, a state or federal association, or a trust company, or when conducted by any other business organization for compensation that the office does not consider to be de minimis. (22) “Trust company” means any business organization, other than a bank or state or federal association, which is authorized by lawful authority to engage in trust business. A bank or state or federal association conducting business pursuant to lawful authority, which also by lawful authority has authority to engage in trust business, is the functional equivalent of a trust company with respect to performance of fiduciary services, and may assume fiduciary duties under appointive instruments that establish fiduciary relationships. (23) “Trust department” means the functional division or department of a bank or state or federal association which conducts the trust business of a bank or state or federal association which has been granted trust powers, pursuant to the laws of this or any other jurisdiction, authorizing the bank or state or federal association to engage in trust business in addition to the general commercial banking business or general business of an association in which it engages. (24) “Trust powers” means the rights and powers necessary to act as a fiduciary and, when the context so requires or admits, the term also means the authority granted to a bank, state or federal association, or trust company by, or pursuant to, the laws of this or any other jurisdiction to engage in trust business. (25) Terms which are defined in other sections of the financial institutions codes shall, unless the context otherwise requires or unless by the provisions of the section in which such term is defined its meaning as so defined is limited, have the meanings ascribed to them in such other sections of the financial institutions codes. History. — s. 1, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 276, ch. 71-377; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 151, 152, ch. 80-260; s. 446, ch. 81-259; ss. 2, 3, ch. 81-318; s. 1, ch. 83-48; s. 13, ch. 91-110; s. 1, ch. 91-307; s. 60, ch. 92-82; ss. 1, 102, 103, ch. 92-303; s. 7, ch. 2001-243; s. 1760, ch. 2003-261; s. 99, ch. 2006-1; s. 19, ch. 2011-194; s. 21, ch. 2014-91; s. 13, ch. 2015-64; s. 9, ch. 2022-178. Note. — Former s. 658.02. 658.16 Creation of banking or trust corporation. (1) When authorized by the office, as provided herein, a corporation may be formed under the laws of this state for the purpose of becoming a state bank or a state trust company and conducting a general banking or trust business. (2) A bank or trust company that is chartered as a limited liability company under the law of any state is deemed to be incorporated under the financial institutions codes if: (a) The institution is not subject to automatic termination, dissolution, or suspension upon the occurrence of an event including the death, disability, bankruptcy, expulsion, or withdrawal of an owner of the institution, other than the passage of time; (b) The exclusive authority to manage the institution is vested in a board of managers or directors that is elected or appointed by the owners which operates in substantially the same manner as, and has substantially the same rights, powers, privileges, duties, and responsibilities, as a board of directors of a bank or trust company chartered as a corporation; and (c) Neither the laws of the state of the institution’s organization nor the institution’s operating agreement, bylaws, or other organizational documents: 1. Provide that an owner of the institution is liable for the debts, liabilities, or obligations of the institution in excess of the amount of the owner’s investment; or 2. Require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights. (3) As used in the financial institutions codes, the term: (a) “Stockholder” or “shareholder” includes an owner of any interest in a bank or trust company chartered as a limited liability company, including a member or participant; (b) “Director” includes a manager or director of a bank or trust company chartered as a limited liability company, or other person who has, with respect to such a bank or trust company, authority substantially similar to that of a director of a corporation; (c) “Officer” includes an officer of a bank or trust company chartered as a limited liability company, or other person who has, with respect to such a bank or trust company, authority substantially similar to that of an officer of a corporation; (d) “Stock,” “voting stock,” “voting shares,” and “voting securities” includes similar ownership interests in a bank or trust company chartered as a limited liability company, including certificates or other evidence of ownership interests; (e) “Articles of incorporation” or “bylaws” of a bank or trust company chartered as a limited liability company means the institution’s articles of organization and operating agreement or other organizational documentation that is substantially similar to that of a corporation; (f) “Par value” of any ownership interest in a bank or trust company chartered as a limited liability company means the amount of capital which must be invested for each unit of ownership; and (g) “Dividend” includes distributions of earnings to the owners of a bank or trust company chartered as a limited liability company. History. — s. 2, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 6, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 1761, ch. 2003-261; s. 13, ch. 2004-340; s. 96, ch. 2004-390. Note. — Former s. 659.01. 658.165 Banker’s banks; formation; applicability of financial institutions codes; exceptions. (1) If authorized by the office, a corporation may be formed under the laws of this state for the purpose of becoming a banker’s bank. An application for authority to organize a banker’s bank is subject to ss. 658.19, 658.20, and 658.21, except that s. 658.20(1)(b) and (c) and the minimum stock ownership requirements for the organizing directors provided in s. 658.21(2) do not apply. (2) A banker’s bank chartered pursuant to subsection (1) is subject to the financial institutions codes and rules adopted thereunder; and, except as otherwise specifically provided herein or by rule or order of the commission or office, a banker’s bank is vested with or subject to the same rights, privileges, duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to a state bank. A banker’s bank is organized solely to do business with other financial institutions and is not deemed to be doing business with the general public even if, as an incidental part of its activities, it does business to a limited extent with entities and persons other than financial institutions as follows: (a) The range of customers with which the banker’s bank does business is limited to financial institutions, including subsidiaries or organizations owned by financial institutions; directors, officers, or employees of the same or other financial institutions; individuals whose accounts are acquired at the request of a financial institution’s supervisory authority due to the actual or impending failure of a financial institution; and financial institution trade associations; and (b) The banker’s bank does not make loans to, or investments in, entities and persons other than financial institutions which exceed 10 percent of the banker’s bank’s total assets, and the banker’s bank does not receive deposits from, or issue other liabilities to, entities and persons other than financial institutions which exceed 10 percent of the banker’s bank total liabilities. (3) Notwithstanding any other provision of this chapter, a banker’s bank may repurchase, for its own account, shares of its own capital stock; however, the outstanding capital stock may not be reduced below the minimum required by this chapter without the prior approval of the office. (4) A banker’s bank may provide services at the request of financial institutions in organization that have: (a) Received conditional regulatory approval from the office in the case of a state bank or trust company, or from the appropriate state regulatory agency in the case of an out-of-state bank or trust company, or received preliminary approval from the Office of the Comptroller of the Currency in the case of a national bank. (b) Filed articles of incorporation or organization pursuant to s. 658.23 in the case of a state bank or trust company, or pursuant to applicable state law in the case of an out-of-state bank or trust company, or filed acceptable articles of incorporation and an organization certificate in the case of a national bank. (c) Received capital funds in an amount not less than the minimum capitalization required in any notice of or order granting conditional regulatory approval. (5) A banker’s bank may provide services to the organizers of a financial institution in organization which has not received conditional regulatory approval if such services are limited to the financing of the expenses of organizing such proposed financial institution and expenses relating to the acquisition or construction of the institution’s proposed operating facilities and associated fixtures and equipment. (6) If the commission or office finds that any provision of this chapter is inconsistent with the purpose for which a banker’s bank is organized and that the welfare of the public or any financial institution would not be jeopardized thereby, the commission, by rule, or the office, by order, may exempt a banker’s bank from such provision or limit the application thereof. History. — s. 2, ch. 83-48; s. 1, ch. 91-307; ss. 1, 104, ch. 92-303; s. 8, ch. 2001-243; s. 1762, ch. 2003-261; s. 20, ch. 2011-194; s. 10, ch. 2015-64; s. 19, ch. 2022-178. 658.19 Application for authority to organize a bank or trust company. (1) A written application for authority to organize a banking corporation or a trust company shall be filed with the office by the proposed directors and shall include: (a) The name, residence, and occupation of each proposed director. (b) The proposed corporate name. (c) The total initial capital, the number of shares of each class of the capital stock to be authorized, and the par value of the shares of each class. (d) The community, including the street and number, if available, or, if not available, the area within the community, where the principal office of the proposed bank or proposed trust company is to be located. (e) If known, the name and residence of the proposed president, the proposed chief executive officer if other than the proposed president and, if the application is for organization of a trust company or a bank with trust powers, the name and address of the proposed trust officer. (f) Such detailed financial, business, and biographical information as the commission or office may reasonably require for each proposed director, executive officer, and, if applicable, trust officer. (g) A request for trust powers if desired in connection with an application to organize a bank. (h) A request for a certificate of approval as a qualified payment stablecoin issuer, as defined in s. 658.997(1), if desired in connection with an application to organize a trust company. (2) The application shall be in such form as the commission prescribes and contain such additional information as the commission or office reasonably requires and shall be accompanied by the required fee, which shall not be refundable. (3) Notwithstanding chapter 120, an application may be returned to the applicant, on a one-time basis, for correction of substantial deficiencies and may be resubmitted without payment of an additional fee if such resubmission takes place within 60 days after the date the office returns the application. History. — s. 2, ch. 28016, 1953; s. 1, ch. 63-181; ss. 12, 35, ch. 69-106; s. 2, ch. 70-263; s. 2, ch. 73-119; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 1, ch. 79-144; ss. 9, 151, 152, ch. 80-260; s. 448, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 15, 46, ch. 82-214; ss. 26, 58, ch. 85-82; s. 38, ch. 87-99; s. 8, ch. 89-229; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 9, ch. 2001-243; s. 1763, ch. 2003-261; s. 4, ch. 2015-64; s. 12, ch. 2026-176. Note. — Former s. 659.02. 658.20 Investigation by office. (1) Upon the filing of an application, the office shall make an investigation of: (a) The character, reputation, financial standing, business experience, and business qualifications of the proposed officers and directors. (b) The need for bank or trust facilities or additional bank or trust facilities, as the case may be, in the primary service area where the proposed bank or trust company is to be located or the need for the target market that the bank or trust company intends to engage with in business. (c) The ability of the primary service area or target market to support the proposed bank or trust company and all other existing bank or trust facilities that serve the same primary service area or target market. (2) The office is authorized to obtain criminal record information from the National Crime Information Center or from the Department of Law Enforcement as a part of its investigation pursuant to this section. History. — s. 2, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 73-119; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 10, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 21, 50, 51, ch. 84-216; ss. 27, 58, ch. 85-82; s. 1, ch. 91-307; ss. 1, 105, ch. 92-303; s. 1764, ch. 2003-261; s. 21, ch. 2011-194; s. 10, ch. 2022-178. Note. — Former s. 659.03. 658.21 Approval of application; findings required. The office shall approve the application if it finds that: (1) Local and target market conditions indicate reasonable promise of successful operation for the proposed state bank or trust company. In determining whether an applicant meets the requirements of this subsection, the office shall consider all materially relevant factors, including: (a) The purpose, objectives, and business philosophy of the proposed state bank or trust company. (b) The projected financial performance of the proposed bank or trust company. (c) The feasibility of the proposed bank or trust company, as stated in the business plan, particularly with respect to asset and liability growth and management. (2) The proposed capitalization is in such amount as the office deems adequate, but in no case may the total capital accounts at opening for a bank be less than $8 million. The total capital accounts at opening for a trust company may not be less than $3 million. The organizing directors of the proposed bank shall directly own or control at least the lesser of $3 million or 25 percent of the bank’s total capital accounts proposed at opening as approved by the office. When the proposed bank will be owned by a single-bank holding company, the organizing directors of the proposed bank collectively shall directly own or control at least an amount of the single-bank holding company’s capital accounts equal to the lesser of $3 million or 25 percent of the proposed bank’s total capital accounts proposed at opening as approved by the office. When the proposed bank will be owned by an existing multibank holding company, the proposed directors shall have a substantial capital investment in the holding company, as determined by the office; however, such investment shall not be required to exceed the amount otherwise required for a single-bank holding company application. The office may disallow illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section. The proposed stock offering must comply with the requirements of ss. 658.23-658.25 and 658.34-658.37. (3) The proposed capital structure is in such form as the office may require, but, at a minimum, every state bank or trust company hereafter organized shall establish paid-in capital equal in amount to not less than 50 percent of its total capital accounts and a paid-in surplus equal in amount to not less than 20 percent of its paid-in capital. (4)(a) The proposed officers have sufficient financial institution experience, ability, standing, and reputation and the proposed directors have sufficient business experience, ability, standing, and reputation to indicate reasonable promise of successful operation, and none of the proposed officers or directors has been convicted of, or pled guilty or nolo contendere to, any violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial institutions; or similar state or federal law. (b) At least two of the proposed directors who are not also proposed officers must have had at least 1 year of direct experience as an executive officer, regulator, or director of a financial institution within the 5 years before the date of the application. However, if the applicant demonstrates that at least one of the proposed directors has very substantial experience as an executive officer, director, or regulator of a financial institution more than 5 years before the date of the application, the office may modify the requirement and allow the applicant to have only one director who has direct financial institution experience within the last 5 years. (c) The proposed president or chief executive officer must have had at least 1 year of direct experience as an executive officer, director, or regulator of a financial institution within the last 5 years. The office may waive this requirement after considering: 1. The adequacy of the overall experience and expertise of the proposed president or chief executive officer; 2. The likelihood of successful operation of the proposed state bank or trust company pursuant to subsection (1); 3. The adequacy of the proposed capitalization under subsection (2); 4. The proposed capital structure under subsection (3); 5. The experience of the other proposed officers and directors; and 6. Any other relevant data or information. (5) The corporate name of the proposed state bank or trust company is approved by the office. (6) Provision has been made for suitable quarters at the location in the application. History. — ss. 11, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 22, 51, ch. 84-216; ss. 28, 58, ch. 85-82; s. 9, ch. 89-229; s. 4, ch. 90-51; s. 1, ch. 91-307; ss. 1, 106, ch. 92-303; s. 7, ch. 97-30; s. 10, ch. 2001-243; s. 1765, ch. 2003-261; s. 12, ch. 2008-75; s. 22, ch. 2014-91; s. 1, ch. 2018-48; s. 11, ch. 2022-178. 658.22 Coordination with federal agencies. Upon approval by the office of the application for authority to organize a state bank, the office shall forward a copy of its final order to the appropriate federal regulatory agencies. The failure of an applicant to apply for membership in the Federal Reserve System or apply for the insurance of accounts by the Federal Deposit Insurance Corporation within 3 months after approval by the office or a final order by the Federal Deposit Insurance Corporation denying an applicant’s application for insurance of accounts, terminates and revokes the final order issued by the office approving the application. History. — ss. 12, 152, ch. 80-260; s. 449, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 23, 51, ch. 84-216; ss. 29, 58, ch. 85-82; s. 10, ch. 89-229; s. 1, ch. 91-307; ss. 1, 107, ch. 92-303; s. 1766, ch. 2003-261. 658.23 Submission of articles of incorporation; contents; form; approval; filing; commencement of corporate existence; bylaws. (1) Within 3 months after approval by the office and the appropriate federal regulatory agency, the applicant shall submit its duly executed articles of incorporation to the office, together with the filing fee due the Department of State under s. 607.0122. (2) The articles of incorporation shall contain: (a) The name of the proposed bank or trust company. (b) The general nature of the business to be transacted or a statement that the corporation may engage in any activity or business permitted by law. Such statement shall authorize all such activities and business by the corporation. (c) The amount of capital stock authorized, showing the maximum number of shares of par value common stock and of preferred stock, and of every kind, class, or series of each, together with the distinguishing characteristics and the par value of all shares. (d) The amount of capital with which the corporation will begin business, which may not be less than the amount required by the office pursuant to s. 658.21. (e) A provision that the corporation is to have perpetual existence unless existence is terminated pursuant to the financial institutions codes. (f) The initial street address of the main office of the corporation, which shall be in this state. (g) The number of directors, which shall be five or more, and the names and street addresses of the members of the initial board of directors. (h) A provision for preemptive rights, if applicable. (i) A provision authorizing the board of directors to appoint additional directors, pursuant to s. 658.33, if applicable. The office shall provide to the proposed directors form articles of incorporation which must include only those provisions required under this section or under chapter 607. The form articles may be modified by the applicant to include any of the additional provisions required by part II or part III of chapter 607 which are necessary for a corporation to be a social purpose or benefit corporation. The form articles shall be acknowledged by the proposed directors and returned to the office for filing with the Department of State. (3) Within 30 days of receipt of the executed articles of incorporation in the form previously approved, and the required filing fees, the office shall place the following legend upon the articles of incorporation and affix the seal of the office thereto. The legend shall in substance read: “Approved by the Office of Financial Regulation this day of   (herein the name and signature of the director of the office) .” Thereafter, the articles of incorporation shall be filed with the Department of State. (4) The corporate existence of a banking corporation or a trust company corporation shall commence on the date the approved articles of incorporation are filed with the Department of State, unless otherwise provided in the articles of incorporation pursuant to s. 607.0203. Thereafter, a banking corporation or trust company corporation may perform all acts necessary to perfect its organization, obtain and equip a place of business, and otherwise prepare to conduct a general banking business or trust business. However, no banking corporation or trust company corporation shall become a state bank or a state trust company or transact any banking business or trust business until it has received a certificate of authority to transact business as provided in s. 658.25. (5) Unless the articles of incorporation provide otherwise, the board of directors shall have authority to adopt or amend bylaws that do not conflict with bylaws that may have been adopted by the stockholders. The bylaws shall be for the governance of the bank or trust company, subordinate only to the articles of incorporation and the laws of the United States and of this state. (6) A bank or trust company may not amend its articles of incorporation without the prior written approval of the office. History. — ss. 13, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 30, 58, ch. 85-82; s. 11, ch. 89-229; s. 182, ch. 90-179; s. 1, ch. 91-307; ss. 1, 108, ch. 92-303; s. 8, ch. 97-30; s. 11, ch. 2001-243; s. 1767, ch. 2003-261; s. 14, ch. 2004-340; s. 97, ch. 2004-390; s. 60, ch. 2014-209; s. 10, ch. 2018-139; s. 17, ch. 2024-265. 658.235 Subscriptions for stock; approval of major shareholders. (1) At least 30 days before opening, the directors shall have completed the stock offering and shall file with the office a final list of subscribers to all of the capital stock of the proposed bank or trust company showing the name and residence of each subscriber and the amount of stock of every class subscribed for by each. (2) The directors shall also provide such detailed financial, business, and biographical information as the commission or office may reasonably require for each person who, together with related interests, subscribes to 10 percent or more of the voting stock or nonvoting stock that is convertible into voting stock of the proposed bank or trust company. The office shall make an investigation of the character, financial responsibility, and financial standing of each such person in order to determine whether he or she is likely to control the bank or trust company in a manner that would jeopardize the interests of the depositors and creditors of the bank or trust company, the other stockholders, or the general public. The investigation must include a determination of whether such person has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial transactions; or similar state or federal law. (3) At the time the shares are issued, the corporation shall furnish to the office a final list of shareholders and an affidavit from the corporation that the entire capital accounts have been fully and unconditionally paid in cash and that valid assets representing such total capital accounts are held by the bank, trust company, or escrow agent. History. — ss. 31, 58, ch. 85-82; s. 12, ch. 89-229; s. 5, ch. 90-51; s. 1, ch. 91-307; s. 1, ch. 92-303; s. 540, ch. 97-102; s. 12, ch. 2001-243; s. 1768, ch. 2003-261; s. 23, ch. 2014-91; s. 14, ch. 2025-145. 658.24 Organizational procedures. After the corporate existence of a bank or trust company corporation has commenced and the stock has been issued, but no less than 30 days prior to the intended opening date, a shareholders’ meeting shall be held to elect directors already approved by the office, to approve organizational expenses, and to conduct such other business relating to the corporation as may be appropriate. Immediately after the board of directors has been elected by the shareholders, the board shall meet to adopt bylaws, elect officers, and conduct such other business relating to the corporation as may be appropriate. Within 10 days after the shareholders’ and directors’ meetings, the corporation shall file with the office a copy of the minutes of the meetings together with a copy of the bylaws that were adopted, a list showing the names and residence addresses of the officers elected and the title of each, and a detailed accounting of the organization expenses approved by the shareholders. History. — ss. 14, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 32, 58, ch. 85-82; s. 13, ch. 89-229; s. 1, ch. 91-307; ss. 1, 109, ch. 92-303; s. 1769, ch. 2003-261. 658.25 Opening for business. (1) A bank or trust company corporation shall open and conduct a general commercial bank or trust business within 18 months after the issuance of a final order of approval by the office. (2) At least 30 days prior to its intended opening date, the corporation shall notify the office of its proposed opening date and confirm its compliance with all conditions imposed in the order or orders issued by the office relating to its organization. (3) The office shall perform a preopening examination to verify good faith compliance with all the requirements of law and that the bank or trust company corporation is ready to engage in a general commercial bank or trust business. If the office finds that such requirements have been met, it shall issue a certificate of authorization to transact a general commercial bank or trust business. Upon the issuance of the certificate of authorization, the bank or trust company corporation shall become a state bank or a state trust company and the certificate shall constitute its charter. (4) Upon opening for business, a bank or trust company shall have power to engage in a general commercial bank or trust business and to exercise, subject to law, all such incidental powers as may reasonably promote its general commercial bank or trust business. History. — ss. 15, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 24, 51, ch. 84-216; ss. 33, 58, ch. 85-82; s. 14, ch. 89-229; s. 1, ch. 91-307; ss. 1, 110, ch. 92-303; s. 13, ch. 2001-243; s. 1770, ch. 2003-261; s. 15, ch. 2025-145. 658.26 Places of transacting business; branches; facilities. (1) Any bank or trust company heretofore or hereafter incorporated pursuant to this chapter shall have one main office, which shall be located within the state. (2)(a) In addition, with the approval of the office and upon such conditions as the commission or office prescribes, any state bank or trust company may establish branches or relocate offices within or outside the state. With the approval of the office upon a determination that the resulting bank or trust company will be of sound financial condition, any bank or trust company incorporated pursuant to this chapter may establish branches by merger with any other bank or trust company. (b) As provided by commission rules, a financial institution operating in a safe and sound manner may establish or relocate an office by filing a written notice with the office at least 30 days before opening or relocating that office, without filing an application or paying an application fee. The notification must specify the name and location of the office and effective date of the change. The relocation of a main office to a location outside this state must be by application only. (c) Applications filed pursuant to this subsection need not be published in the Florida Administrative Register, but shall otherwise be subject to chapter 120. (d) An application to establish a branch by a bank that is ineligible for branch notification shall be in writing in such form as the commission prescribes and be supported by such information, data, and records as the commission or office may require to make findings necessary for approval. Upon the filing of an application and a nonrefundable filing fee for the establishment of any branch permitted by paragraph (a), the office shall investigate and consider the following: 1. The sufficiency of capital accounts in relation to the deposit liabilities of the bank, or in relation to the number and valuation of fiduciary accounts of the trust company, including the proposed branch, and the additional fixed assets, if any, which are proposed for the branch and its operations, without undue risk to the bank or its depositors, or undue risk to the trust company or its fiduciary accounts; 2. The sufficiency of earnings and earning prospects of the bank or trust company to support the anticipated expenses and any anticipated operating losses of the branch during its formative or initial years; 3. The sufficiency and quality of management available to operate the branch; 4. The name of the proposed branch to determine if it reasonably identifies the branch as a branch of the main office and is not likely to unduly confuse the public; and 5. Substantial compliance by the applicants with applicable law governing their operations. (e) A state bank that is not eligible for notification of a branch relocation must file an application in the form required by the commission. Upon the filing of a relocation application and a nonrefundable filing fee, the office shall investigate to determine whether the financial institution has substantially complied with applicable law governing its operations. Additional investments in land, buildings, leases, and leasehold improvements resulting from such relocation must comply with the limitations imposed by s. 658.67(7)(a). A main office may not be moved outside this state unless the move is expressly authorized by the financial institutions codes or by federal law. A financial institution that has been in operation for less than 24 months must provide evidence that the criteria of s. 658.21(1) will be met. (f) A branch office may be closed with 30 days’ prior written notice to the office. The notice shall include any information the commission prescribes by rule. (3) With prior written notification to the office, any bank may operate facilities which are not physically connected to the main or branch office of the bank, provided that the facilities are situated on the property of the main or branch office or property contiguous thereto. Property which is separated from the main or branch office of a bank by only a street, and one or more walkways and alleyways are determined to be, for purposes of this subsection, contiguous to the property of the main or branch office. (4) A bank may provide, directly or through a contract with another company, off-premises armored car service to its customers. Armored car services shall not be considered a branch for the purposes of subsection (2). (5)(a) Any state bank that is a subsidiary of a bank holding company may agree to receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations, as an agent for an affiliated depository institution. (b) The term “close loan” does not include the making of a decision to extend credit or the extension of credit. (c) As used in this section, “receive deposits” means the taking of deposits to be credited to an existing account and does not include the opening or origination of new deposit accounts at an affiliated institution by the agent institution. (d) Under this section, affiliated banks may act as agents for one another regardless of whether the institutions are located in the same or different states. This section applies solely to affiliated depository institutions acting as agents, and has no application to agency relationships concerning nondepositories as agent, whether or not affiliated with the depository institution. (e) In addition, under this section, agent banks may perform ministerial functions for the principal bank making a loan. Ministerial functions include, but are not limited to, such activities as providing loan applications, assembling documents, providing a location for returning documents necessary for making the loan, providing loan account information, and receiving payments. It does not include such loan functions as evaluating applications or disbursing loan funds. History. — s. 2, ch. 28016, 1953; s. 1, ch. 57-77; s. 1, ch. 65-276; ss. 12, 35, ch. 69-106; s. 1, ch. 70-130; s. 1, ch. 70-439; s. 1, ch. 73-103; s. 5, ch. 73-119; s. 1, ch. 75-217; s. 3, ch. 76-168; s. 2, ch. 76-178; s. 1, ch. 77-376; s. 1, ch. 77-383; s. 1, ch. 77-389; s. 1, ch. 77-457; ss. 1, 2, ch. 79-590; ss. 16, 151, 152, ch. 80-260; ss. 1, 2, ch. 81-101; ss. 1, 2, ch. 81-215; ss. 2, 3, ch. 81-318; ss. 16, 46, ch. 82-214; s. 1, ch. 83-152; s. 3, ch. 83-265; ss. 25, 50, 51, ch. 84-216; ss. 34, 58, ch. 85-82; s. 15, ch. 89-229; s. 1, ch. 91-307; ss. 1, 111, ch. 92-303; s. 10, ch. 96-168; s. 9, ch. 97-30; s. 3, ch. 99-138; s. 4, ch. 2000-155; s. 14, ch. 2001-243; s. 100, ch. 2002-1; s. 1771, ch. 2003-261; s. 15, ch. 2004-340; s. 98, ch. 2004-390; s. 56, ch. 2013-14. Note. — Former s. 659.06. 658.27 Control of bank or trust company; definitions and related provisions. (1) In ss. 658.27-658.285, unless the context clearly requires otherwise: (a) “Bank holding company” means any business organization which has or acquires control over any bank or trust company or over any business organization that is or becomes a bank holding company by virtue of ss. 658.27-658.285. (b) “Business organization” means a corporation, association, partnership, or business trust and includes any similar organization (including a trust company and including a bank, whether or not authorized to engage in trust business, but only if such bank is, or by virtue of ss. 658.27-658.285 becomes, a bank holding company), whether created, organized, or existing under the laws of the United States; this state or any other state of the United States; or any other country, government, or jurisdiction. “Business organization” does not include any corporation the majority of the shares of which are owned by the United States or by this state. “Business organization” also includes any other trust, unless by its terms it must terminate within 25 years or not later than 21 years and 10 months after the death of individuals living on the effective date of the trust, unless the office determines, after notice and opportunity for hearing, that a purpose for the creation of such trust was the evasion of the provisions of ss. 658.27-658.285. (c) “Edge Act corporation” means a corporation organized and existing under the provisions of s. 25(a) of the Federal Reserve Act, 12 U.S.C. ss. 611-632. (d) “Subsidiary,” with respect to a specified bank, trust company, or bank holding company, means: 1. Any business organization 25 percent or more of the voting shares of which, excluding shares owned by the United States or by any business organization wholly owned by the United States, are directly or indirectly owned or controlled by such bank, trust company, or bank holding company or are held by such bank, trust company, or bank holding company with power to vote; 2. Any business organization the election of a majority of the directors of which is controlled in any manner by such bank, trust company, or bank holding company; or 3. Any business organization with respect to the management or policies of which such bank, trust company, or bank holding company has the power, directly or indirectly, to exercise a controlling influence, as determined by the office after notice and opportunity for hearing. (e) “Successor,” with respect to a specified bank holding company, means any business organization which acquires directly or indirectly from the bank holding company shares of any bank or trust company, when and if the relationship between such business organization and the bank holding company is such that the transaction effects no substantial change in the control of the bank or trust company or beneficial ownership of such shares of such bank or trust company. The commission may, by rule, further define the term “successor” to the extent necessary to prevent evasion of the purposes of ss. 658.27-658.285. For the purposes of ss. 658.27-658.285, any successor to a bank holding company shall be deemed to have been a bank holding company from the date on which the predecessor business organization became a bank holding company. (2) A business organization has control over a bank or over any other business organization if: (a) The business organization directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 percent or more of any class of voting securities of the bank or other business organization; (b) The business organization controls in any manner the election of a majority of the directors, trustees, or other governing body of the bank or other business organization; (c) The business organization owns, controls, or has power to vote 10 percent or more of any class of voting securities of the bank or other business organization and exercises a controlling influence over the management or policies of the bank or other business organization; or (d) The office determines, after notice and opportunity for hearing, that the business organization directly or indirectly exercises a controlling influence over the management or policies of the bank or other business organization. (3) Shares of any kind or class of voting securities of a bank or business organization, and assets of a business organization, shall be deemed to be indirectly owned or controlled by a bank or business organization, the latter being referred to in this subsection as the “controlling bank or business organization,” if: (a) The shares or assets are owned or controlled by any bank or business organization over which the controlling bank or business organization has control; or (b) The shares or assets are held or controlled directly or indirectly by trustees for the benefit of: 1. The controlling bank or business organization; 2. The shareholders or members of the controlling bank or business organization; or 3. The employees, whether exclusively or not, of the controlling bank or business organization. (4) Shares of any kind or class of voting securities, and assets, of a bank or business organization which, after March 28, 1972, the effective date of former s. 659.141(2)(g), are transferred by any bank holding company, or by any bank or any business organization which, but for such transfer, would be a bank holding company, directly or indirectly to any transferee that is indebted to the transferor, or has one or more officers, directors, trustees, or beneficiaries in common with or subject to control by the transferor, shall be deemed to be indirectly owned or controlled by the transferor unless the office, after opportunity for hearing, determines that the transferor is not in fact capable of controlling the transferee. (5) Notwithstanding any other provision of this section, no bank and no business organization shall be deemed to own or control voting shares or assets of another bank or another business organization if: (a) The ownership or control of such shares or assets is in a fiduciary capacity, except as provided in paragraph (3)(b) and subsection (4). For the purposes of the preceding sentence, shares of a bank or a business organization shall not be deemed to have been acquired in a fiduciary capacity if the acquiring bank or business organization has sole discretionary authority to exercise voting rights with respect thereto, except that this limitation is applicable in the case of a bank or business organization acquiring such shares prior to March 28, 1972, the effective date of former s. 659.141(3)(a), only if the bank or business organization has the right, consistent with its obligations under the instrument, agreement, or other arrangement establishing the fiduciary relationship, to divest itself of such voting rights and fails to exercise that right to divest within 1 year after that date; (b) The shares are acquired in connection with the underwriting of securities by a business organization, in good faith and without any intent or purpose to evade the purposes of ss. 658.27-658.285, and if such shares are held only for such period of time, not exceeding 3 months from date of acquisition, as will permit the sale thereof on a reasonable basis; however, upon application by the underwriting business organization, and after notice and opportunity for hearing, if the office finds that the sale of such shares within that period of time would create an unreasonable hardship on the underwriting business organization, that there is no intent or purpose to evade the purposes of ss. 658.27-658.285 by the continued ownership or control of such shares by such underwriting business organization, and that an extension of such period of time would not be detrimental to the public interest, the office is authorized to extend, from time to time, for not more than 1 month at a time, the 3-month period, but the aggregate of such extensions shall not exceed 3 months; (c) Control of voting rights of such shares is acquired in good faith, and without any purpose or intent to evade the purposes of ss. 658.27-658.285, in the course of participating in a proxy solicitation by a business organization formed in good faith, and without any purpose or intent to evade the purposes of ss. 658.27-658.285, for the sole purpose of participating in such proxy solicitation, and such control of voting rights terminates immediately upon the conclusion of the sole purpose for which such business organization was formed; or (d) The ownership or control of such shares or assets is acquired in securing or collecting a debt previously contracted in good faith, unless the office, after notice and opportunity for hearing, finds that a purpose of any part of any transaction was an evasion of the purposes of ss. 658.27-658.285 and if the ownership or control of such shares or assets is held only for such reasonable period of time, not exceeding 2 years after the date of acquisition, as will permit the divestiture thereof on a reasonable basis. Upon application by the bank or business organization which acquired such ownership or control in accordance with the preceding provisions of this paragraph, and after notice and opportunity for hearing, if the office finds that the bank or business organization has made reasonable and good faith efforts to divest itself of such ownership or control on a reasonable basis within the 2-year period but has been unable to do so, that immediate divestiture of such ownership or control would create an unreasonable hardship on such bank or business organization, that continuation of such ownership or control involves no purpose or intent to evade the purposes of ss. 658.27-658.285, and that an extension of the 2-year period would not be detrimental to the public interest, the office is authorized to extend, from time to time and for not more than 1 year at a time, the 2-year period, but the aggregate of all such extensions shall not exceed 3 years. (6) A business organization provides investment advisory services if, in this state and for compensation, it engages in the business of advising persons, directly or indirectly or through publications or writings, as to the value of securities or as to the advisability of investment in or purchasing securities; or if, not being a certified public accountant, in this state and for compensation, it issues or distributes to persons analyses or reports concerning securities. History. — ss. 17, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 112, ch. 92-303; s. 1772, ch. 2003-261; s. 162, ch. 2014-17. 658.28 Acquisition of control of a bank or trust company. (1) If a person or a group of persons, directly or indirectly or acting by or through one or more persons, proposes to purchase or acquire a controlling interest in a state bank or state trust company, and change the control of that bank or trust company, such persons must first submit an application to the office for a certificate of approval of such proposed change. (a) The application must contain the name and address, and such other relevant information as the commission or office requires, including information relating to other and former addresses and the reputation, character, responsibility, and business affiliations of the proposed new owners of the controlling interest. (b) The office shall issue a certificate of approval only after it has made an investigation and determined that the proposed new owners of the interest are qualified by reputation, character, experience, and financial responsibility to control and operate the bank or trust company in a legal and proper manner and that the interests of the other stockholders, if any, the depositors and creditors of the bank or trust company, and the public generally will not be jeopardized by the proposed change in ownership, controlling interest, or management. (c) A person who has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to money laundering in financial institutions; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law may not receive a certificate of approval. (d) A business organization that is not a bank holding company authorized by the office or the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., may not control a bank. (2) If a person or a group of persons, directly or indirectly, acquires a controlling interest in a state bank or state trust company, as contemplated by this section, through probate or trust, the person or group of persons shall notify the office within 90 days after acquiring such an interest. Such an interest does not give rise to a presumption of control until the person or group of persons votes the shares or the office has issued a certificate of approval in response to an application pursuant to subsection (1). (3) For the purposes of this section, the standards, criteria, and exceptions contained in s. 658.27(2), (3), (4), and (5) relating to control by a business organization of a bank or another business organization apply to the persons mentioned in this section and constitute the standards, criteria, and exceptions which determine whether any person or group of persons shall be deemed to be purchasing or acquiring, or to have purchased or acquired, directly or indirectly a “controlling interest” in a state bank or a state trust company; but the office is not limited to those standards or criteria in determining whether any such person shall be deemed to be acting by or through one or more other persons. (4) In any case in which a proposed purchase or acquisition of voting securities of a state bank or trust company would give rise to the presumption created under s. 658.27(2)(c), the person or group of persons who propose to purchase or acquire the voting securities shall first give written notice of the proposal to the office. Such notice may present information that the proposed purchase or acquisition will not result in control. The office shall afford the person seeking to rebut the presumption an opportunity to present views in writing or orally before its designated representatives at an informal conference. If the office determines, pursuant to the informal conference, that the person or group of persons seeking to rebut the presumption exercises a controlling influence over the bank, an application for change of control must be filed pursuant to this section. (5) For the purposes of this section, no person will be considered as having effected a change in control of any bank by the formation of a bank holding company when the person or persons who controlled the bank or banks are the same person or persons who control the holding company. History. — s. 2, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 3, ch. 76-178; s. 1, ch. 77-174; s. 1, ch. 77-457; s. 2, ch. 79-144; ss. 18, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 26, 51, ch. 84-216; s. 16, ch. 89-229; s. 6, ch. 90-51; s. 1, ch. 91-307; ss. 1, 113, ch. 92-303; s. 1773, ch. 2003-261; s. 22, ch. 2011-194; s. 12, ch. 2022-178. Note. — Former s. 659.14. 658.285 Acquisition or ownership of state banks by international banking corporations. An international banking corporation may, with the approval of the office pursuant to s. 658.28, acquire control over or organize a state bank organized under the laws of this state. For the purposes of this section, the word “bank” shall have the meaning given in s. 2(c) of the Bank Holding Company Act of 1956, 12 U.S.C. s. 1841(c). History. — s. 162, ch. 92-303; s. 5, ch. 2000-155; s. 15, ch. 2001-243; s. 1774, ch. 2003-261. Note. — Former s. 663.066. 658.2953 Interstate branching. (1) SHORT TITLE. — This section may be cited as the “Florida Interstate Branching Act.” (2) PURPOSE. — The purpose of this section is to provide for the regulation of interstate branching, in accordance with this section and consistent with the Federal Deposit Insurance Act, as amended, 12 U.S.C. ss. 1811 et seq.; the Bank Holding Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., and 12 U.S.C. s. 5451; and Pub. L. No. 111-203. (3) DEFINITIONS. — As used in this section, the term: (a) “Interstate merger transaction” means the merger or consolidation of banks with different home states, and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank. (b) “Resulting bank” means a bank that results from an interstate merger transaction under this section. (c) “Florida bank” means a bank whose home state is this state. (4) AUTHORITY OF STATE BANKS TO ESTABLISH INTERSTATE BRANCHES BY MERGER. — With the prior written approval of the office, a state bank may establish, maintain, and operate one or more branches in a state other than this state pursuant to an interstate merger transaction in which the state bank is the resulting bank. No later than the date on which the required application for the interstate merger transaction is filed with the appropriate federal bank regulatory agency, the applicant state bank shall file an application on a form prescribed by the commission accompanied by the required fee pursuant to s. 658.73. The applicant must also comply with the provisions of ss. 658.40-658.45. (5) INTERSTATE MERGER TRANSACTIONS AND BRANCHING PERMITTED. — (a) One or more Florida banks may enter into an interstate merger transaction with one or more out-of-state banks. An out-of-state bank resulting from such transaction may maintain and operate the branches of a Florida bank that participated in such transaction if the conditions and filing requirements of this section are met. (b) Except as otherwise