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Florida Statutes (Last Updated: April 21, 2021) |
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TITLE XXXVIII. BANKS AND BANKING |
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CHAPTER 658. BANKS AND TRUST COMPANIES |
SECTION 658.23. Submission of articles of incorporation; contents; form; approval; filing; commencement of corporate existence; bylaws.
Latest version.
- 1(1) 2Within 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. 41607.012242.43(2) 44The articles of incorporation shall contain:50(a) 51The name of the proposed bank or trust company.60(b) 61The 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.98(c) 99The 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.141(d) 142The 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. 168658.21169.170(e) 171A provision that the corporation is to have perpetual existence unless existence is terminated pursuant to the financial institutions codes.191(f) 192The initial street address of the main office of the corporation, which shall be in this state.209(g) 210The number of directors, which shall be five or more, and the names and street addresses of the members of the initial board of directors.235(h) 236A provision for preemptive rights, if applicable.243(i) 244A provision authorizing the board of directors to appoint additional directors, pursuant to s. 258658.33, 259if applicable.
261The 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.
349(3) 350Within 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 405day of 407(herein the name and signature of the director of the office) 418.” Thereafter, the articles of incorporation shall be filed with the Department of State.432(4) 433The 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. 473607.0203474. 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. 552658.25553.554(5) 555Unless 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.619(6) 620A 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.
