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| | 103RD GENERAL ASSEMBLY
State of Illinois
2023 and 2024
SB1718 Introduced 2/9/2023, by Sen. Laura Ellman SYNOPSIS AS INTRODUCED:
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| 205 ILCS 5/2 | from Ch. 17, par. 302 | 205 ILCS 5/30 | from Ch. 17, par. 337 | 205 ILCS 620/Art. IIA heading new | | 205 ILCS 620/2A-1 new | | 205 ILCS 620/2A-2 new | | 205 ILCS 620/2A-3 new | | 205 ILCS 725/11 new | |
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Amends the Corporate Fiduciary Act to create the Special Purpose Trust Company Authority and Organization Article. Provides that a corporation that has been or shall be incorporated under the general corporation laws of the State for the special purpose of providing fiduciary custodial services or providing other like or related services as specified by rule may be appointed to act as a fiduciary with respect to such services and shall be designated a special purpose trust company. Provides that it shall not be lawful for any person to engage in the activity of a special purpose trust company without first filing an application for and procuring a certificate of authority from the Secretary of Financial and Professional Regulation. Provides that the Department shall adopt rules for the administration of the Article, and that specified Articles of the Corporate Fiduciary Act shall apply to a special purpose trust company as if the special purpose trust company were a trust company. Amends the Illinois Banking Act. In provisions concerning conversion and merger with trust companies, provides that a special purpose trust company may merge with a State bank or convert to a State bank as if the special purpose trust company were a trust company. Defines "special purpose trust company". Amends the Blockchain Business Development Act to provide that the Department of Financial and Professional Regulation shall have authority to adopt rules, opinions, or interpretive letters regarding the provision of custodial services for digital assets.
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| | A BILL FOR |
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1 | | AN ACT concerning regulation.
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2 | | Be it enacted by the People of the State of Illinois,
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3 | | represented in the General Assembly:
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4 | | Section 5. The Illinois Banking Act is amended by changing |
5 | | Sections 2 and 30 as follows:
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6 | | (205 ILCS 5/2) (from Ch. 17, par. 302)
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7 | | Sec. 2. General definitions. In this Act, unless the |
8 | | context otherwise
requires, the following words and phrases |
9 | | shall have the following meanings:
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10 | | "Accommodation party" shall have the meaning ascribed to |
11 | | that term in
Section 3-419 of the Uniform Commercial Code.
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12 | | "Action" in the sense of a judicial proceeding includes |
13 | | recoupments,
counterclaims, set-off, and any other proceeding |
14 | | in which
rights are determined.
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15 | | "Affiliate facility" of a bank means a main banking |
16 | | premises or branch
of another commonly owned bank.
The main |
17 | | banking premises or any branch of a bank
may be an "affiliate |
18 | | facility" with respect to one or more other commonly owned
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19 | | banks.
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20 | | "Appropriate federal banking agency" means the Federal |
21 | | Deposit Insurance
Corporation, the Federal Reserve Bank of |
22 | | Chicago, or the Federal Reserve Bank
of St. Louis, as |
23 | | determined by federal law.
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1 | | "Bank" means any person doing a banking business whether |
2 | | subject to the
laws of this or any other jurisdiction.
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3 | | A "banking house", "branch", "branch bank" or "branch
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4 | | office" shall mean any place of business of a bank at which |
5 | | deposits are
received, checks paid, or loans made, but shall |
6 | | not include any place at
which only records thereof are made, |
7 | | posted, or kept. A place of business
at which deposits are |
8 | | received, checks paid, or loans made shall not be
deemed to be |
9 | | a branch, branch bank, or branch office if the place of
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10 | | business is adjacent to and connected with the main banking |
11 | | premises, or if
it is separated from the main banking premises |
12 | | by not more than an alley;
provided always that (i) if the |
13 | | place of business is separated by an alley
from the main |
14 | | banking premises there is a connection between the two by
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15 | | public or private way or by subterranean or overhead passage, |
16 | | and (ii) if
the place of business is in a building not wholly |
17 | | occupied by the bank, the
place of business shall not be within |
18 | | any office or room in which any other
business or service of |
19 | | any kind or nature other than the business of the
bank is |
20 | | conducted or carried on. A place of business at which deposits |
21 | | are
received, checks paid, or loans made shall not be deemed to |
22 | | be a branch,
branch bank, or branch office (i) of any bank if |
23 | | the place is a terminal established and maintained in |
24 | | accordance with
paragraph
(17) of Section 5 of this Act, or |
25 | | (ii) of a commonly owned bank
by virtue of
transactions |
26 | | conducted at that place on behalf of the other commonly owned |
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1 | | bank
under paragraph (23) of Section 5 of this Act if the place |
2 | | is an affiliate
facility with respect to the other bank.
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3 | | "Branch of an out-of-state bank" means a branch |
4 | | established or maintained in
Illinois by an out-of-state bank |
5 | | as a result of a merger between an Illinois
bank and the |
6 | | out-of-state bank that occurs on or after May 31, 1997, or any
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7 | | branch established by the out-of-state bank following the |
8 | | merger.
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9 | | "Bylaws" means the bylaws of a bank that are adopted by the |
10 | | bank's board of
directors or shareholders for the regulation |
11 | | and management of the bank's
affairs. If the bank operates as a |
12 | | limited liability company, however, "bylaws"
means the |
13 | | operating
agreement of the bank.
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14 | | "Call report fee" means the fee to be paid to the
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15 | | Commissioner by each State bank pursuant to paragraph (a) of |
16 | | subsection (3)
of Section 48 of this Act.
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17 | | "Capital" includes the aggregate of outstanding capital |
18 | | stock and
preferred stock.
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19 | | "Cash flow reserve account" means the account within the |
20 | | books and records
of the Commissioner of Banks and Real Estate |
21 | | used to
record funds designated to maintain a reasonable Bank |
22 | | and Trust Company Fund
operating balance to meet agency |
23 | | obligations on a timely basis.
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24 | | "Charter" includes the original charter and all amendments |
25 | | thereto
and articles of merger or consolidation.
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26 | | "Commissioner" means the Commissioner of Banks and Real |
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1 | | Estate, except that beginning on April 6, 2009 (the effective |
2 | | date of Public Act 95-1047), all references in this Act to the |
3 | | Commissioner of Banks and Real Estate are deemed, in |
4 | | appropriate contexts, to be references to the Secretary of |
5 | | Financial and Professional Regulation.
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6 | | "Commonly owned banks" means 2 or more banks that each |
7 | | qualify as a bank
subsidiary of the same bank holding company |
8 | | pursuant to Section 18 of the
Federal Deposit Insurance Act; |
9 | | "commonly owned bank" refers to one of a group
of commonly |
10 | | owned banks but only with respect to one or more of the other |
11 | | banks
in the same group.
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12 | | "Community" means a city, village, or incorporated town |
13 | | and also includes
the area served by the banking offices of a |
14 | | bank, but need not be limited or
expanded to conform to the |
15 | | geographic boundaries of units of local
government.
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16 | | "Company" means a corporation, limited liability company, |
17 | | partnership,
business trust,
association, or similar |
18 | | organization and, unless specifically excluded,
includes a |
19 | | "State bank" and a "bank".
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20 | | "Consolidating bank" means a party to a consolidation.
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21 | | "Consolidation" takes place when 2 or more banks, or a |
22 | | trust company and
a bank, are extinguished and by the same |
23 | | process a new bank is created,
taking over the assets and |
24 | | assuming the liabilities of the banks or trust
company passing |
25 | | out of existence.
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26 | | "Continuing bank" means a merging bank, the charter of |
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1 | | which becomes the
charter of the resulting bank.
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2 | | "Converting bank" means a State bank converting to become |
3 | | a national
bank, or a national bank converting to become a |
4 | | State bank.
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5 | | "Converting trust company" means a trust company |
6 | | converting to become a
State bank.
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7 | | "Court" means a court of competent jurisdiction.
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8 | | "Director" means a member of the board of directors of a |
9 | | bank. In the case
of a manager-managed limited liability |
10 | | company, however, "director" means a
manager of
the bank and, |
11 | | in the case of a member-managed limited liability company,
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12 | | "director" means a member of the bank. The term "director" |
13 | | does not include an
advisory director, honorary director, |
14 | | director emeritus, or similar person,
unless the person is |
15 | | otherwise performing
functions similar to those of a member of |
16 | | the board of directors.
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17 | | "Director of Banking" means the Director of the Division |
18 | | of Banking of the Department of Financial and Professional |
19 | | Regulation. |
20 | | "Eligible depository institution" means an insured savings |
21 | | association
that is in default, an insured savings association |
22 | | that is in danger of
default, a State or national bank that is |
23 | | in default or a State or
national bank that is in danger of |
24 | | default, as those terms are defined in this
Section, or a new |
25 | | bank as that term defined in Section 11(m) of the Federal
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26 | | Deposit Insurance Act or a bridge bank as that term is defined |
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1 | | in Section 11(n)
of the Federal Deposit Insurance Act or a new |
2 | | federal savings association
authorized under Section |
3 | | 11(d)(2)(f) of the Federal Deposit Insurance Act.
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4 | | "Fiduciary" means trustee, agent, executor, administrator, |
5 | | committee,
guardian for a minor or for a person under legal |
6 | | disability, receiver,
trustee in bankruptcy, assignee for |
7 | | creditors, or any holder of similar
position of trust.
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8 | | "Financial institution" means a bank, savings bank, |
9 | | savings and loan association,
credit union, or any licensee |
10 | | under the Consumer Installment Loan Act or
the Sales Finance |
11 | | Agency Act and, for purposes of Section 48.3, any
proprietary |
12 | | network, funds transfer corporation, or other entity providing
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13 | | electronic funds transfer services, or any corporate |
14 | | fiduciary, its
subsidiaries, affiliates, parent company, or |
15 | | contractual service provider
that is examined by the |
16 | | Commissioner. For purposes of Section 5c and subsection (b) of |
17 | | Section 13 of this Act, "financial institution" includes any |
18 | | proprietary network, funds transfer corporation, or other |
19 | | entity providing electronic funds transfer services, and any |
20 | | corporate fiduciary.
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21 | | "Foundation" means the Illinois Bank Examiners' Education |
22 | | Foundation.
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23 | | "General obligation" means a bond, note, debenture, |
24 | | security, or other
instrument evidencing an obligation of the |
25 | | government entity that is the
issuer that is supported by the
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26 | | full available resources of the issuer, the principal and |
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1 | | interest of which
is payable in whole or in part by taxation.
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2 | | "Guarantee" means an undertaking or promise to answer for |
3 | | payment of
another's debt or performance of another's duty, |
4 | | liability, or obligation
whether "payment guaranteed" or |
5 | | "collection guaranteed".
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6 | | "In danger of default" means a State or national bank, a |
7 | | federally chartered
insured savings association or an Illinois |
8 | | state chartered insured savings
association with respect to |
9 | | which the Commissioner or the appropriate
federal banking |
10 | | agency has advised the Federal Deposit Insurance
Corporation |
11 | | that:
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12 | | (1) in the opinion of the Commissioner or the |
13 | | appropriate federal
banking agency,
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14 | | (A) the State or national bank or insured savings |
15 | | association is not
likely to be able to meet the |
16 | | demands of the State or national bank's or
savings |
17 | | association's obligations in the normal course of |
18 | | business; and
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19 | | (B) there is no reasonable prospect that the State |
20 | | or national bank or
insured savings association will |
21 | | be able to meet those demands or pay those
obligations |
22 | | without federal assistance; or
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23 | | (2) in the opinion of the Commissioner or the |
24 | | appropriate federal
banking agency,
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25 | | (A) the State or national bank or insured savings |
26 | | association has
incurred or is likely to incur losses |
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1 | | that will deplete all or substantially
all of its |
2 | | capital; and
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3 | | (B) there is no reasonable prospect that the |
4 | | capital of the State
or national bank or insured |
5 | | savings association will be replenished without
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6 | | federal assistance.
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7 | | "In default" means, with respect to a State or national |
8 | | bank or an insured
savings association, any adjudication or |
9 | | other official determination by any
court of competent |
10 | | jurisdiction, the Commissioner, the appropriate federal
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11 | | banking agency, or other public authority pursuant to which a |
12 | | conservator, receiver,
or other legal custodian is appointed |
13 | | for a State or national bank or an
insured savings |
14 | | association.
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15 | | "Insured savings association" means any federal savings |
16 | | association chartered
under Section 5 of the federal Home |
17 | | Owners' Loan Act and any State savings
association chartered |
18 | | under the Illinois Savings and Loan Act of 1985 or a
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19 | | predecessor Illinois statute, the deposits of which are |
20 | | insured by the Federal
Deposit Insurance Corporation. The term |
21 | | also includes a savings bank organized
or operating under the |
22 | | Savings Bank Act.
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23 | | "Insured savings association in recovery" means an insured |
24 | | savings
association that is not an eligible depository |
25 | | institution and that does
not meet the minimum capital |
26 | | requirements applicable with respect to the
insured savings |
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1 | | association.
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2 | | "Issuer" means for purposes of Section 33 every person who |
3 | | shall have
issued or proposed to issue any security; except |
4 | | that (1) with respect to
certificates of deposit, voting trust |
5 | | certificates, collateral-trust
certificates, and certificates |
6 | | of interest or shares in an unincorporated
investment trust |
7 | | not having a board of directors (or persons performing
similar |
8 | | functions), "issuer" means the person or persons performing |
9 | | the
acts and assuming the duties of depositor or manager |
10 | | pursuant to the
provisions of the trust, agreement, or |
11 | | instrument under which the
securities are issued; (2) with |
12 | | respect to trusts other than those
specified in clause (1) |
13 | | above, where the trustee is a corporation
authorized to accept |
14 | | and execute trusts, "issuer" means the entrusters,
depositors, |
15 | | or creators of the trust and any manager or committee charged
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16 | | with the general direction of the affairs of the trust |
17 | | pursuant to the
provisions of the agreement or instrument |
18 | | creating the trust; and (3) with
respect to equipment trust |
19 | | certificates or like securities, "issuer" means
the person to |
20 | | whom the equipment or property is or is to be leased or
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21 | | conditionally sold.
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22 | | "Letter of credit" and "customer" shall have the meanings |
23 | | ascribed to
those terms in Section 5-102 of the Uniform |
24 | | Commercial Code.
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25 | | "Main banking premises" means the location that is |
26 | | designated in a
bank's charter as its main office.
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1 | | "Maker or obligor" means for purposes of Section 33 the |
2 | | issuer of a
security, the promisor in a debenture or other debt |
3 | | security, or the
mortgagor or grantor of a trust deed or |
4 | | similar conveyance of a security
interest in real or personal |
5 | | property.
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6 | | "Merged bank" means a merging bank that is not the |
7 | | continuing, resulting,
or surviving bank in a consolidation or |
8 | | merger.
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9 | | "Merger" includes consolidation.
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10 | | "Merging bank" means a party to a bank merger.
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11 | | "Merging trust company" means a trust company party to a |
12 | | merger with
a State bank.
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13 | | "Mid-tier bank holding company" means a corporation that |
14 | | (a) owns 100% of
the issued and outstanding shares of each |
15 | | class of stock of a State bank, (b)
has no other subsidiaries, |
16 | | and (c) 100% of the issued and outstanding shares of
the |
17 | | corporation are owned by a parent bank holding company.
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18 | | "Municipality" means any municipality, political |
19 | | subdivision, school
district, taxing district, or agency.
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20 | | "National bank" means a national banking association |
21 | | located in this
State and after May 31, 1997, means a national |
22 | | banking association without
regard to its location.
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23 | | "Out-of-state bank" means a bank chartered under the laws |
24 | | of a state other
than Illinois, a territory of the United |
25 | | States, or the District of Columbia.
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26 | | "Parent bank holding company" means a corporation that is |
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1 | | a bank holding
company as that term is defined in the Illinois |
2 | | Bank Holding Company Act of
1957 and owns 100% of the issued |
3 | | and outstanding shares of a mid-tier bank
holding company.
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4 | | "Person" means an individual, corporation, limited |
5 | | liability company,
partnership, joint
venture, trust, estate, |
6 | | or unincorporated association.
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7 | | "Public agency" means the State of Illinois, the various |
8 | | counties,
townships,
cities, towns, villages, school |
9 | | districts, educational service regions, special
road |
10 | | districts, public water supply districts, fire protection |
11 | | districts,
drainage districts, levee districts, sewer |
12 | | districts, housing authorities, the
Illinois Bank Examiners' |
13 | | Education Foundation, the Chicago Park District, and
all other |
14 | | political corporations or subdivisions of the State of |
15 | | Illinois,
whether now or hereafter created, whether herein |
16 | | specifically mentioned or
not, and shall also include any |
17 | | other
state or any political corporation or subdivision of |
18 | | another state.
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19 | | "Public funds" or "public money" means
current operating |
20 | | funds, special funds, interest and sinking funds, and funds
of |
21 | | any kind or character belonging to, in the custody of, or |
22 | | subject to the
control or regulation of the United States or a |
23 | | public agency. "Public funds"
or "public money" shall include |
24 | | funds held by any of the officers, agents, or
employees of the |
25 | | United States or of a public agency in the course of their
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26 | | official duties and, with respect to public money of the |
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1 | | United States, shall
include Postal Savings funds.
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2 | | "Published" means, unless the context requires otherwise, |
3 | | the publishing
of the notice or instrument referred to in some |
4 | | newspaper of general
circulation in the community in which the |
5 | | bank is located at least once
each week for 3 successive weeks. |
6 | | Publishing shall be accomplished by, and
at the expense of, |
7 | | the bank required to publish. Where publishing is
required, |
8 | | the bank shall submit to the Commissioner that evidence of the
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9 | | publication as the Commissioner shall deem appropriate.
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10 | | "Qualified financial contract" means any security |
11 | | contract,
commodity contract, forward contract, including spot |
12 | | and
forward foreign exchange contracts, repurchase agreement, |
13 | | swap agreement, and
any
similar agreement, any option to enter |
14 | | into any such agreement, including any
combination of the |
15 | | foregoing, and any master agreement for such agreements.
A |
16 | | master agreement, together with all supplements thereto, shall |
17 | | be treated
as one qualified financial contract. The contract, |
18 | | option, agreement, or
combination of contracts, options, or |
19 | | agreements shall be reflected upon the
books, accounts, or |
20 | | records of the bank, or a party to the contract shall
provide |
21 | | documentary evidence of such agreement.
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22 | | "Recorded" means the filing or recording of the notice or |
23 | | instrument
referred to in the office of the Recorder of the |
24 | | county wherein
the bank is located.
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25 | | "Resulting bank" means the bank resulting from a merger or |
26 | | conversion.
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1 | | "Secretary" means the Secretary of Financial and |
2 | | Professional Regulation, or a person authorized by the |
3 | | Secretary or by this Act to act in the Secretary's stead. |
4 | | "Securities" means stocks, bonds, debentures, notes, or |
5 | | other similar
obligations.
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6 | | "Special purpose trust company" means a special purpose |
7 | | trust company under Article IIA of the Corporate Fiduciary |
8 | | Act. |
9 | | "Stand-by letter of credit" means a letter of credit under |
10 | | which drafts
are payable upon the condition the customer has |
11 | | defaulted in performance of
a duty, liability, or obligation.
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12 | | "State bank" means any banking corporation that has a |
13 | | banking charter
issued by the Commissioner under
this Act.
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14 | | "State Banking Board" means the State Banking Board of |
15 | | Illinois.
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16 | | "Subsidiary" with respect to a specified company means a |
17 | | company that is
controlled by the specified company. For |
18 | | purposes of paragraphs (8) and (12)
of Section 5 of this Act, |
19 | | "control" means the exercise of operational or
managerial |
20 | | control of a corporation by the bank, either alone or together |
21 | | with
other affiliates of the bank.
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22 | | "Surplus" means the aggregate of (i) amounts paid in |
23 | | excess of the par
value of capital stock and preferred stock; |
24 | | (ii) amounts contributed other
than for capital stock and |
25 | | preferred stock and allocated to the surplus
account; and |
26 | | (iii) amounts transferred from undivided profits.
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1 | | "Tier 1 Capital" and "Tier 2 Capital" have the meanings |
2 | | assigned to those
terms in regulations promulgated for the |
3 | | appropriate federal banking agency of
a state bank, as those |
4 | | regulations are now or hereafter amended.
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5 | | "Trust company" means a limited liability company or |
6 | | corporation
incorporated in this State for the
purpose of |
7 | | accepting and executing trusts.
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8 | | "Undivided profits" means undistributed earnings less |
9 | | discretionary
transfers to surplus.
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10 | | "Unimpaired capital and unimpaired surplus", for the |
11 | | purposes of paragraph
(21) of Section 5 and Sections 32, 33, |
12 | | 34, 35.1, 35.2, and 47 of this Act means
the sum of the state |
13 | | bank's Tier 1 Capital and Tier 2 Capital plus such other
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14 | | shareholder equity as may be included by
regulation of the |
15 | | Commissioner. Unimpaired capital and unimpaired surplus
shall |
16 | | be calculated on the basis of the date of the last quarterly |
17 | | call report
filed with the Commissioner preceding the date of |
18 | | the transaction for which the
calculation is made, provided |
19 | | that: (i) when a material event occurs after the
date of the |
20 | | last quarterly call report filed with the Commissioner that |
21 | | reduces
or increases the bank's unimpaired capital and |
22 | | unimpaired surplus by 10% or
more, then the unimpaired capital |
23 | | and unimpaired surplus shall be calculated
from the date of |
24 | | the material
event for a transaction conducted after the date |
25 | | of the material event; and
(ii) if the Commissioner determines |
26 | | for safety and soundness reasons that a
state bank should |
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1 | | calculate unimpaired capital and unimpaired surplus more
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2 | | frequently than provided by this paragraph, the Commissioner |
3 | | may by written
notice direct the bank to calculate unimpaired |
4 | | capital and unimpaired surplus
at a more frequent interval. In |
5 | | the case of a state bank newly chartered under
Section 13 or a |
6 | | state bank resulting from a merger, consolidation, or
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7 | | conversion under Sections 21 through 26 for which no preceding |
8 | | quarterly call
report has been filed with the Commissioner, |
9 | | unimpaired capital and unimpaired
surplus shall be calculated |
10 | | for the first calendar quarter on the basis of the
effective |
11 | | date of the charter, merger, consolidation, or conversion.
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12 | | (Source: P.A. 95-924, eff. 8-26-08; 95-1047, eff. 4-6-09; |
13 | | 96-1000, eff. 7-2-10; 96-1163, eff. 1-1-11.)
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14 | | (205 ILCS 5/30) (from Ch. 17, par. 337)
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15 | | Sec. 30. Conversion; merger with trust company or special |
16 | | purpose trust company . Upon approval by the Commissioner a |
17 | | trust company having power so to do
under the law under which |
18 | | it is organized may convert into a state bank or
may merge into |
19 | | a state bank as prescribed by this Act; except that the
action |
20 | | by a trust company shall be taken in the manner prescribed by |
21 | | and
shall be subject to limitations and requirements imposed |
22 | | by the law under
which it is organized which law shall also |
23 | | govern the rights of its
dissenting stockholders. The rights |
24 | | of dissenting stockholders of a state
bank shall be governed |
25 | | by Section 29 of this Act. The conversion or
merger procedure |
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1 | | shall be:
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2 | | (1) In the case of a merger, the board of directors of both |
3 | | the merging
trust company and the merging bank by a majority of |
4 | | the entire board in
each case shall approve a merger agreement |
5 | | which shall contain:
|
6 | | (a) The name and location of the merging bank and of |
7 | | the merging trust
company and a list of the stockholders |
8 | | of each as of the date of the merger
agreement;
|
9 | | (b) With respect to the resulting bank (i) its name |
10 | | and place of
business; (ii) the amount of capital, surplus |
11 | | and reserve for operating
expenses; (iii) the classes and |
12 | | the number of shares of stock and the par
value of each |
13 | | share; (iv) the charter which is to be the charter of the
|
14 | | resulting bank, together with the amendments to the |
15 | | continuing charter and
to the continuing by-laws; and (v) |
16 | | a detailed financial statement showing
the assets and |
17 | | liabilities after the proposed merger;
|
18 | | (c) Provisions governing the manner of converting the |
19 | | shares of the
merging bank and of the merging trust |
20 | | company into shares of the resulting
bank;
|
21 | | (d) A statement that the merger agreement is subject |
22 | | to approval by the
Commissioner and by the stockholders of |
23 | | the merging bank and the merging
trust company, and that |
24 | | whether approved or disapproved, the parties
thereto will |
25 | | pay the Commissioner's expenses of examination;
|
26 | | (e) Provisions governing the manner of disposing of |
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1 | | the shares of the
resulting bank not taken by the |
2 | | dissenting stockholders of the merging
trust company; and
|
3 | | (f) Such other provisions as the Commissioner may |
4 | | reasonably require to
enable him to discharge his duties |
5 | | with respect to the merger.
|
6 | | (2) After approval by the board of directors of the |
7 | | merging bank and of
the merging trust company, the merger |
8 | | agreement shall be submitted to the
Commissioner for approval |
9 | | together with the certified copies of the
authorizing |
10 | | resolution of each board of directors showing approval by a
|
11 | | majority of each board.
|
12 | | (3) After receipt by the Commissioner of the papers |
13 | | specified in
subsection (2), he shall approve or disapprove |
14 | | the merger agreement. The
Commissioner shall not approve the |
15 | | agreement unless he shall be of the
opinion and finds:
|
16 | | (a) That the resulting bank meets the requirements of |
17 | | this Act for the
formation of a new bank at the proposed |
18 | | place of business of the resulting
bank;
|
19 | | (b) That the same matters exist in respect of the |
20 | | resulting bank which
would have been required under |
21 | | Section 10 of this Act for the organization
of a new bank; |
22 | | and
|
23 | | (c) That the merger agreement is fair to all persons |
24 | | affected. If the
Commissioner disapproves the merger |
25 | | agreement, he shall state his
objections in writing and |
26 | | give an opportunity to the merging bank and the
merging |
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1 | | trust company to obviate such objections.
|
2 | | (4) To be effective, if approved by the Commissioner, a |
3 | | merger of a bank
and a trust company where there is to be a |
4 | | resulting bank must be approved
by the affirmative vote of the |
5 | | holders of at least two-thirds of the
outstanding shares of |
6 | | stock of the merging bank entitled to vote at a
meeting called |
7 | | to consider such action, unless holders of preferred stock
are |
8 | | entitled to vote as a class in respect thereof, in which event |
9 | | the
proposed merger shall be adopted upon receiving the |
10 | | affirmative vote of the
holders of at least two-thirds of the |
11 | | outstanding shares of each class of
shares entitled to vote as |
12 | | a class in respect thereof and of the total
outstanding shares |
13 | | entitled to vote at such meeting and must be approved by
the |
14 | | stockholders of the merging trust company as provided by the |
15 | | Act under
which it is organized. The prescribed vote by the |
16 | | merging bank and the
merging trust company shall constitute |
17 | | the adoption of the charter and
by-laws of the continuing |
18 | | bank, including the amendments in the merger
agreement, as the |
19 | | charter and by-laws of the resulting bank. Written or
printed |
20 | | notice of the meeting of the stockholders of the merging bank |
21 | | shall be given to each stockholder of record entitled to
vote |
22 | | at such meeting at least thirty days before such meeting and in |
23 | | the
manner provided in this Act for the giving of notice of |
24 | | meetings of
stockholders. The notice shall state that |
25 | | dissenting stockholders of the merging
trust company will be |
26 | | entitled to payment of the value of those shares
which are |
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1 | | voted against approval of the merger, if a proper demand is |
2 | | made
on the resulting bank and the requirements of the Act |
3 | | under which the
merging trust company is organized are |
4 | | satisfied.
|
5 | | (5) Unless a later date is specified in the merger |
6 | | agreement, the merger
shall become effective upon the filing |
7 | | with the Commissioner of the
executed merger agreement, |
8 | | together with copies of the resolutions of the
stockholders of |
9 | | the merging bank and the merging trust company approving
it, |
10 | | certified by the president or a vice-president or, the cashier |
11 | | and also
by the secretary or other officer charged with |
12 | | keeping the records. The
charter of the merging trust company |
13 | | shall thereupon automatically
terminate. The Commissioner |
14 | | shall thereupon issue to the continuing bank a
certificate of |
15 | | merger which shall specify the name of the merging trust
|
16 | | company, the name of the continuing bank and the amendments to |
17 | | the charter
of the continuing bank provided for by the merger |
18 | | agreement. Such
certificate shall be conclusive evidence of |
19 | | the merger and of the
correctness of all proceedings therefor |
20 | | in all courts and places including
the office of the Secretary |
21 | | of State, and said certificate shall be
recorded.
|
22 | | (6) In the case of a conversion, a trust company shall |
23 | | apply for a
charter by filing with the Commissioner:
|
24 | | (a) A certificate signed by its president, or a |
25 | | vice-president, and by a
majority of the entire board of |
26 | | directors setting forth the corporate
action taken in |
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1 | | compliance with the provisions of the Act under which it |
2 | | is
organized governing the conversion of a trust company |
3 | | to a bank or
governing the merger of a trust company into |
4 | | another corporation;
|
5 | | (b) The plan of conversion and the proposed charter |
6 | | approved by the
stockholders for the operation of the |
7 | | trust company as a bank. The plan of
conversion shall |
8 | | contain (i) the name and location proposed for the
|
9 | | converting trust company; (ii) a list of its stockholders |
10 | | as of the date of
the stockholders' approval of the plan of |
11 | | conversion; (iii) the amount of
its capital, surplus and |
12 | | reserve for operating expenses; (iv) the classes
and the |
13 | | number of shares of stock and the par value of each share; |
14 | | (v) the
charter which is to be the charter of the resulting |
15 | | bank; and (vi) a
detailed financial statement showing the |
16 | | assets and liabilities of the
converting trust company;
|
17 | | (c) A statement that the plan of conversion is subject |
18 | | to approval by
the Commissioner and that, whether approved |
19 | | or disapproved, the converting
trust company will pay the |
20 | | Commissioner's expenses of examination; and
|
21 | | (d) Such other instruments as the Commissioner may |
22 | | reasonably require to
enable him to discharge his duties |
23 | | with respect to the conversion.
|
24 | | (7) After receipt by the Commissioner of the papers |
25 | | specified in
subsection (6), he shall approve or disapprove |
26 | | the plan of conversion. The
Commissioner shall not approve the |
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1 | | plan of conversion unless he shall be of
the opinion and finds:
|
2 | | (a) That the resulting bank meets the requirements of |
3 | | this Act for the
formation of a new bank at the proposed |
4 | | place of business of the resulting
bank;
|
5 | | (b) That the same matters exist in respect of the |
6 | | resulting bank which
would have been required under |
7 | | Section 10 of this Act for the
organization of a new bank; |
8 | | and
|
9 | | (c) That the plan of conversion is fair to all persons |
10 | | affected.
|
11 | | If the commissioner disapproves the plan of conversion, he |
12 | | shall state
his objections in writing and give an opportunity |
13 | | to the converting trust
company to obviate such objections.
|
14 | | (8) Unless a later date is specified in the plan of |
15 | | conversion, the
conversion shall become effective upon the |
16 | | Commissioner's approval, and the
charter proposed in the plan |
17 | | of conversion shall constitute the charter of
the resulting |
18 | | bank. The Commissioner shall issue a certificate of
conversion |
19 | | which shall specify the name of the converting trust company,
|
20 | | the name of the resulting bank and the charter provided for by |
21 | | said plan of
conversion. Such certificate shall be conclusive |
22 | | evidence of the conversion
and of the correctness of all |
23 | | proceedings therefor in all courts and places
including the |
24 | | office of the Secretary of State, and such certificate shall
|
25 | | be recorded.
|
26 | | (8.5) A special purpose trust company under Article IIA of |
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1 | | the Corporate Fiduciary Act may merge with a State bank or |
2 | | convert to a State bank as if the special purpose trust company |
3 | | were a trust company under Article II of the Corporate |
4 | | Fiduciary Act, subject to rules adopted by the Department. |
5 | | (9) In the case of either a merger or a conversion under |
6 | | this Section
30, the resulting bank shall be considered the |
7 | | same business and corporate
entity as each merging bank and |
8 | | merging trust company or as the converting
trust company with |
9 | | all the property, rights, powers, duties and obligations
of |
10 | | each as specified in Section 28 of this Act.
|
11 | | (Source: P.A. 91-357, eff. 7-29-99.)
|
12 | | Section 10. The Corporate Fiduciary Act is amended by |
13 | | adding Article IIA as follows:
|
14 | | (205 ILCS 620/Art. IIA heading new) |
15 | | ARTICLE IIA. SPECIAL PURPOSE TRUST COMPANY |
16 | | AUTHORITY AND ORGANIZATION
|
17 | | (205 ILCS 620/2A-1 new) |
18 | | Sec. 2A-1. Special purpose trust company. Any corporation |
19 | | that has been or shall be incorporated under the general |
20 | | corporation laws of this State for the special purpose of |
21 | | providing fiduciary custodial services or providing other like |
22 | | or related services as specified by rule, consistent with this |
23 | | Article, may be appointed to act as a fiduciary with respect to |
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1 | | such services and shall be designated a special purpose trust |
2 | | company.
|
3 | | (205 ILCS 620/2A-2 new) |
4 | | Sec. 2A-2. Certificate of authority. |
5 | | (a) It shall not be lawful for any person to engage in the |
6 | | activity of a special purpose trust company after the |
7 | | effective date of this amendatory Act of the 103rd General |
8 | | Assembly without first filing an application for and procuring |
9 | | from the Secretary a certificate of authority stating that the |
10 | | person has complied with the requirements of this Act and is |
11 | | qualified to engage in the activity of a special purpose trust |
12 | | company. |
13 | | (b) No natural person or natural persons, firm, or |
14 | | partnership, or corporation not having been authorized under |
15 | | this Act shall transact in the activity of a special purpose |
16 | | trust company. A person who violates this Section is guilty of |
17 | | a Class A misdemeanor and the Attorney General or State's |
18 | | Attorney of the county in which the violation occurs may |
19 | | restrain the violation by a complaint for injunctive relief. |
20 | | (c) Any entity that holds a certificate of authority under |
21 | | Article II of this Act may engage in the activity of a special |
22 | | purpose trust company without applying for or receiving a |
23 | | certificate of authority under this Article IIA.
|
24 | | (205 ILCS 620/2A-3 new) |
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1 | | Sec. 2A-3. Rulemaking and organization. |
2 | | (a) The Department shall adopt rules for the |
3 | | administration of this Article, including, but not limited to: |
4 | | rules for defining statutory terms; applying for a certificate |
5 | | of authority; review, investigation, and approval of |
6 | | application for certificate of authority; capital |
7 | | requirements; merger, change of control, conversion, and |
8 | | successor trustee; office location and name; collateralizing |
9 | | fiduciary assets; and general corporate powers. |
10 | | (b) Articles V, VI, VII, VIII, and IX of this Act shall |
11 | | apply to a special purpose trust company under this Article as |
12 | | if the special purpose trust company were a trust company |
13 | | authorized under Article II of this Act, subject to any rules |
14 | | adopted by the Department.
|
15 | | Section 15. The Blockchain Business Development Act is |
16 | | amended by adding Section 11 as follows:
|
17 | | (205 ILCS 725/11 new) |
18 | | Sec. 11. Digital asset custody rules. |
19 | | (a) As used in this Section, "digital asset" means a |
20 | | representation of economic, proprietary, or access rights that |
21 | | is stored in a computer readable format. |
22 | | (b) The Department of Financial and Professional |
23 | | Regulation, in addition to the authority provided under any |
24 | | other law, shall have authority to adopt rules, opinions, or |