Fla. Admin. Code Ann. R. 69U-105.608 - Successor Institution
Current through Reg. 47, No. 249; December 28, 2021
(1) The plan of
merger and merger agreement may designate a successor institution which is
located or is to be located in the county or counties in which one of the
constituent financial institutions' offices is located. The organization of
such a successor institution shall be pursuant to the approved plan of merger
and merger agreement and shall not require application for authority to
organize a state financial institution under Section 658.19, F.S.
(2) OFR shall approve the successor
institution upon a finding that the plan of merger and merger agreement
provides:
(a) That the capital structure of
the resulting state financial institution is adequate in relation to the
activities which are to continue or are to be undertaken, and also in relation
to the deposit liabilities of the resulting state bank or association; and the
resulting state financial institution will otherwise be in a sound financial
condition.
(b) The valuation is
fair; and
(c) The merger is not
contrary to the public interest.
(3) The application for authority to organize
a Successor Institution shall be submitted on Form OFR-U-19A.
(a) Approval of an application for authority
to organize a successor institution will not be issued until OFR has received a
plan of merger and merger agreement, an application for authority to merge, and
applicable nonrefundable merger and successor institution application
fees.
(b) Applications for
authority to organize a successor institution shall be processed pursuant to
Rules
69U-105.101 thru
69U-105.115, F.A.C. Applicable time limits shall be the same as time limits
placed on merger applications.
(c)
Any approval of an application for authority to organize a successor
institution shall be conditioned on the success of the subsequent merger.
Should the application for approval to merge be denied, or should the merger
plan and merger agreement fail to receive the requisite shareholder approval,
the successor institution's approval will be withdrawn and the incorporators
shall be required to execute and deliver articles of dissolution to the
Department of State in appropriate form and with the appropriate filing
fee.
(d) The contemplated merger
with the successor institution shall take place no later than 6 months after
the commencement of the successor institution's existence. For good cause
shown, OFR may extend the merger date for an additional period, not to exceed 6
months, on its own motion or at the request of the successor
institution.
(e) No showing of
public need and advantage need be shown.
(f) No pre-opening examination is
required.
(g) No bylaws, election
of directors, or business meeting relating to the successor institution's
organization need be conducted.
Notes
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