Wis. Admin. Code Department of Financial Institutions DFI-SB 15.01 - Service corporation and subsidiary investments authorized
(1) "INVESTMENT"
DEFINED. A savings bank's investment in a service corporation or subsidiary
includes:
(a) Capital stock and paid in
surplus.
(b) Partnership, joint
venture or LLC capital contributions.
(c) Mortgage loans, commercial loans, loan
guarantees and letters of credit related to a service corporation or subsidiary
in which a savings bank has invested.
(d) Liability for the debt of a partnership,
joint venture or LLC.
(e) Any other
obligation for direct or contingent payment of a service corporation or
subsidiary's debt.
(2)
CONDITIONS OF INVESTMENT. A savings bank may make an investment in a service
corporation or subsidiary under s.
214.49, Stats., if:
(a) The division gives prior written approval
of the investment; and
(b) The
service corporation or subsidiary agrees:
1.
To restrict its activities to those authorized in writing by the
division.
2. To be audited by a
certified public accountant at least once each fiscal year and deliver a copy
of the certified public accountant's certified report to the division
simultaneously with the delivery of the report under subd. 3. to the service
corporation or subsidiary.
3. To
file any report requested by the division, submit to periodic examination or
audit by the division and pay any expense of the examination or
audit.
4. Not to directly or
indirectly enter into a business venture with an officer, director or employee
of the savings bank or of a service corporation or subsidiary unless the
division gives prior written approval.
5. To maintain books in accordance with
generally accepted accounting principles.
6. To make all books and records available
for examination by the division on a timely basis.
(3) APPLICATION CONTENTS.
(a)
Corporations. An
application for approval of an investment in a corporation under this section
shall contain:
1. A copy of the corporation's
articles of incorporation.
2. A
copy of the corporation's bylaws.
3. A copy of the certificate of newly-elected
officers.
4. An agreement by the
corporation and each of its service corporations and subsidiaries to comply
with sub. (2) (b).
5. Other
information which the division may require.
(b)
Partnerships and joint
ventures. An application for approval of an investment in a
partnership or joint venture under this section shall contain the partnership
or joint venture agreement and other information which the division may
require.
(c)
LLC.
An application for approval of an investment in an LLC shall contain:
1. A copy of the LLC's articles of
organization and any amendments.
2.
A copy of the LLC's operating agreement and any amendments.
3. A list of the members of the
LLC.
4. A list of officers,
directions or other persons with managerial authority of the LLC.
(4) SPECIAL APPROVAL. A
savings bank may make an investment in a service corporation or subsidiary in
which it has less than a majority and controlling interest only if the division
gives prior written approval.
(5)
APPROVAL CONSIDERATIONS. In acting under this section, factors which the
division shall consider include:
(a) The
effect on the safety and solvency of the savings bank.
(b) Compliance by the savings bank with ch.
214, Stats., and rules promulgated under it.
(c) The anticipated benefit to the savings
bank and its depositors and other customers.
(d) The managerial capabilities and expertise
of the personnel of the savings bank and any service corporations or
subsidiaries.
Notes
This section interprets or implements ss. 214.345 and 214.49, Stats.
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