Chapter 263
Oregon Laws 2011
AN ACT
SB 92
Relating to
regulating out-of-state financial institutions; creating new provisions;
amending ORS 706.008, 713.010, 713.016, 713.020, 713.090, 713.130, 713.140,
713.150, 713.160, 713.170, 713.190, 713.200, 713.210, 713.220, 713.230,
713.240, 713.250, 713.260, 713.270, 713.280, 713.290 and 716.060; and declaring
an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 706.008 is amended to
read:
706.008. As used in the Bank Act[, unless the context requires otherwise]:
(1) “Bank” means a company, other than
an extranational institution, that accepts deposits insured to any extent by
the Bank Insurance Fund under the provisions of the Federal Deposit Insurance
Act, as amended, 12 U.S.C. 1811, et seq.
(2) “Bank holding company” means [any] a company that is a bank
holding company under the federal Bank Holding Company Act of 1956, as amended,
12 U.S.C. 1841, et seq.
(3) “Bank service corporation” means a
corporation that is organized to perform services authorized by ORS 708A.145,
all of the capital stock of which is owned by one or more banking institutions
or national banks[, that is organized to
perform services authorized by ORS 708A.145].
(4) “Banking institution” means an
Oregon commercial bank, an Oregon trust company or an Oregon savings bank.
(5) “Company” means an entity that is
a company under the federal Bank Holding Company Act of 1956, as amended, 12
U.S.C. 1841, et seq.
(6) “Extranational institution” means
a corporation, unincorporated company, partnership or association of two or
more persons organized under the laws of a nation other than the United States,
[any] a territory of the
United States, Puerto Rico, Guam, American Samoa or the Virgin Islands, that
engages directly in a banking business.
(7) “Federal bank” means a national
bank or [any other] another
bank organized under the laws of the United States.
(8) “Federal savings bank” means a
corporation chartered as a federal savings bank under the provisions of 12 U.S.C.
1464.
(9) “Financial holding company” means
a company [as referred to] that
engages in activities described for a financial holding company in section
103 of the federal Gramm-Leach-Bliley Act (P.L. 106-102).
(10) “Financial institution” means
an insured [institutions]
institution, an extranational [institutions,]
institution, a credit [unions]
union as defined in ORS 723.006, an out-of-state credit [unions] union under ORS 723.042
and a federal credit [unions]
union.
(11) “In-state federal stock bank”
means a federal bank that issues capital stock, the home state of which is
Oregon.
(12) “Institution” means an Oregon
commercial bank or an Oregon trust company.
(13) “Insured institution” means a
company, the deposits of which are insured under the provisions of the Federal
Deposit Insurance Act, as amended, 12 U.S.C. 1811, et seq.
(14) “Insured nonstock institution”
means an insured institution that does not issue capital stock.
(15) “Insured stock institution” means
an insured institution that issues capital stock.
(16) “National bank” means a bank that
was organized under the provisions of the National Bank Act, as amended, 12
U.S.C. 21, et seq.
(17) “Non-Oregon institution” means:
(a) An out-of-state state bank
engaging in banking business in Oregon;
(b) An out-of-state trust company
transacting trust business in Oregon; and
(c) An extranational institution
engaging in banking business in Oregon.
(18) “Nonstock bank” means a bank that
does not issue capital stock.
(19) “Oregon bank” means an Oregon
stock bank or Oregon nonstock bank.
(20) “Oregon commercial bank” means an
Oregon stock bank that was chartered under ORS chapter 707 as a bank other than
a stock savings bank.
(21) “Oregon nonstock bank” means a
state nonstock bank or savings bank, the home state of which is Oregon.
(22) “Oregon operating institution”
means:
(a) A bank that [is engaging] engages in banking business in this state;
(b) An extranational institution that
[is engaging] engages in
banking business in this state; or
(c) A trust company that [is transacting] transacts trust
business in this state.
(23) “Oregon savings bank” or “savings
bank” means an Oregon stock savings bank or an Oregon nonstock savings
bank.
(24) “Oregon stock bank” means a state
stock bank, the home state of which is Oregon.
(25) “Oregon stock savings bank” means
an Oregon stock bank that was initially chartered as or was converted to a
stock savings bank under the Bank Act.
(26) “Oregon trust company” means a
trust company that was organized under the provisions of ORS chapter 707.
(27) “Out-of-state bank” means an
out-of-state state bank or an out-of-state federal bank.
(28) “Out-of-state bank holding
company” means a bank holding company [whose],
the home state of which is not Oregon, and that is not the bank
holding company of an Oregon stock bank or an in-state federal stock bank.
(29) “Out-of-state federal bank” means
a federal bank, the home state of which is [a
state other than] not Oregon.
(30) “Out-of-state financial holding
company” means a financial holding company [whose],
the home state of which is not Oregon, and that is not the financial
holding company of an Oregon stock bank or an in-state federal stock bank.
(31) “Out-of-state state bank” means a
state bank, the home state of which is [a
state other than] not Oregon.
(32) “Out-of-state trust company”
means a trust company that was organized under the laws of another state.
(33) “State bank” means a bank that
was organized under the laws of a state.
(34) “State nonstock bank” means a
nonstock bank that was organized under the laws of a state.
(35) “State stock bank” means a stock
bank that was organized under the laws of a state.
(36) “Stock bank” means a bank that
issues capital stock.
(37)(a) “Trust company” means [any] a company that is authorized
under the provisions of ORS chapter 709 to transact trust business, [and includes] including the trust
department of a bank[,].
(b) [but] “Trust company” does not
include a corporation [appointed by]
that a United States Bankruptcy Court appoints to serve as a
bankruptcy trustee under Title 11, United States Code, [when] during a time in which the corporation is acting [in its capacity] as a bankruptcy
trustee.
SECTION 2. ORS 713.010 is amended to
read:
713.010. (1) Every activity [engaged in by every] that an out-of-state
bank [and] or extranational
institution engages in while conducting a banking business in this state
is subject to [all of] the applicable
provisions of the Bank Act.
(2) An out-of-state [state] bank that opens, occupies or
maintains a branch in this state pursuant to and in accordance with the
requirements of ORS 713.270 and that has [been
issued] a certificate of authority [by]
from the Director of the Department of Consumer and Business Services to
conduct [a] banking business in this
state pursuant to ORS 713.020[,] and
713.140 to 713.160[, shall have]
has the same powers to engage in [any]
an activity in this state [as
permitted to] that the out-of-state [state] bank has under the laws of [its] the out-of-state bank’s home state, except that an
out-of-state [state] bank may not
transact trust business in this state unless [it] the out-of-state bank complies with ORS chapter 709. [When there is] If a conflict
exists between the provisions of this chapter and the provisions of the
laws of the home state of the out-of-state [state]
bank, the laws of [that] the
out-of-state bank’s home state control.
SECTION 3. ORS 713.016 is amended to
read:
713.016. (1) An out-of-state [state] bank [shall] may not conduct banking business in this state unless
[its] the Federal Deposit
Insurance Corporation insures the out-of-state bank’s insurable deposits [are insured by the Federal Deposit Insurance
Corporation] and the out-of-state [state]
bank has received a certificate of authority to conduct banking business
pursuant to ORS 713.020 and 713.140 to 713.160.
(2) [Unless it complies with the requirements of ORS 713.025,] An
extranational institution [shall]
may not conduct banking business in this state unless the extranational
institution complies with the requirements of ORS 713.025. This subsection
and ORS 713.025 do not apply to [any]
an extranational institution [having]
that has a branch office in this state and was lawfully conducting
banking business on December 31, 1966.
SECTION 4. ORS 713.020 is amended to
read:
713.020. The Director of the
Department of Consumer and Business Services shall issue a certificate of
authority to conduct banking business in this state to an out-of-state [state] bank or extranational institution
that applies for the certificate under ORS 713.140 and that otherwise
complies with the requirements of this chapter. [a certificate of authority to transact business in this state, provided
for in ORS 713.140 to 713.160.]
SECTION 5. ORS 713.090 is amended to
read:
713.090. (1) [Every] An out-of-state [state]
bank [and every] or
extranational institution [conducting]
that conducts banking business in this state shall file reports under oath
with the Director of the Department of Consumer and Business Services in the
form and giving the information the director [may require] requires.
(2) [Every] An out-of-state [state]
bank [and] orextranational
institution [conducting] that
conducts banking business [shall be]
in this state is subject to the fee provided in ORS 706.530 and to
examination and regulation in the manner provided in ORS 706.500.
(3) This section does not apply to
a federal bank.
SECTION 6. ORS 713.130 is amended to
read:
713.130. (1) Except as provided in
subsection (2) of this section, the Director of the Department of Consumer
and Business Services [shall] may
not issue a certificate of authority to an out-of-state [state] bank or extranational institution if the name of the
out-of-state [state] bank or
extranational institution does not conform to the provisions of ORS
707.075[, except as provided in
subsection (2) of this section].
(2) If the director determines that [the name of the applicant] an
out-of-state [state] bank or
extranational institution that applies for a certificate of authority has a
name that is deceptively similar to the name of another financial
institution [conducting] that
conducts a banking business in this state, the director [shall] may not issue a
certificate of authority [to the
applicant] unless the out-of-state [state]
bank or extranational institution states [the
corporate name] on the application for a certificate of authority under ORS
713.140 (1)(a) and in the filings required by ORS 713.140 (3) [as] that the corporate name is “_________(name
under which organized), an institution of ________ (place of organization),”
the entirety of which [shall be]
is the “real and true name” of the out-of-state [state] bank or extranational institution [under] for the purposes of ORS chapter 648.
[(3)
Nothing contained in this section shall preclude an out-of-state state bank or
extranational institution from transacting business under one or more assumed
business names, if the names meet the requirements of subsection (1) of this
section, unless the director determines that the names will be confusingly
similar to any financial institution, corporate, professional corporate,
nonprofit corporate, cooperative, limited liability company, limited
partnership, business trust, reserved or registered name currently on file with
the Secretary of State or Director of the Department of Consumer and Business
Services, or an assumed business name registered as provided in ORS 648.010.]
(3)(a) Except as provided in
paragraph (b) of this subsection, this section does not preclude an
out-of-state bank or extranational institution from transacting business under
one or more assumed business names if the names conform to the provisions of
ORS 707.075.
(b) An out-of-state bank or
extranational institution may not transact business under a name that the
director determines is confusingly similar to the name of a financial
institution, corporation, professional corporation, nonprofit corporation,
cooperative, limited liability company, limited partnership or business trust
that is reserved, registered or on file with the Secretary of State or is
registered as provided in ORS 648.010.
(c) The
name designated under this section [shall
be accorded] has the same legal effect under ORS 707.075 and ORS
chapters 647 and 648 as the name of an Oregon state bank.
(d) [Issuance of] Issuing the certificate of authority [shall] does not abrogate or limit
the law as to unfair competition or unfair trade practices or derogate from the
common law, the principles of equity or the statutes of this state or of the
United States with respect to the right to acquire and protect trade names,
trademarks and service marks.
SECTION 7. ORS 713.140 is amended to
read:
713.140. (1) To procure a certificate
of authority to conduct banking business in this state, an out-of-state [state] bank or extranational institution
shall apply to the Director of the Department of Consumer and Business
Services. The application [shall]
must state:
(a) The name, [as designated under] in accordance
with the provisions of ORS 713.130.
(b) The state or country under the
laws of which the out-of-state [state]
bank or extranational institution [was]
is organized.
(c) The date of organization.
(d) The period of duration of the
out-of-state [state] bank or extranational
institution, if the duration is not perpetual.
(e) A mailing address to which the
director may send notices.
(f) The address of the main office of
the out-of-state [state] bank or
extranational institution in the state or country under the laws of which [it] the out-of-state bank or
extranational institution is organized.
(g) [Unless the out-of-state state bank or extranational institution is a
corporation, limited partnership, limited liability company or business trust,
the street address of the proposed registered office of the institution in this
state, and the name of its proposed registered agent, who shall be amenable to
service of process at the address.] The name of the proposed registered
agent and the street address in this state of the proposed registered office
that will receive service of process for the out-of-state bank or extranational
institution.
(h) The names and [respective] addresses of the president
and secretary of the out-of-state [state]
bank or extranational institution.
(i) [Any] Additional information that the director [may] by rule [require]
requires.
(2) The director may prescribe and
furnish forms for the application. The president or a vice president and
secretary or an assistant secretary of the out-of-state [state] bank or extranational institution shall sign the
application.
(3) The out-of-state [state] bank or extranational institution
shall also take the steps necessary to become authorized to transact business:
(a) If a corporation, as a foreign
corporation under ORS chapter 60;
(b) If a limited partnership, as a
foreign limited partnership under ORS chapter 70;
(c) If a limited liability company, as
a foreign limited liability company under ORS chapter 63; or
(d) If a business trust, as a business
trust under ORS 128.560 to 128.600.
(4) If the out-of-state [state] bank is an unincorporated
company, partnership or association, [it]
the out-of-state bank shall register [its]
the out-of-state bank’s name as an assumed business name as provided in ORS
chapter 648.
SECTION 8. ORS 713.150 is amended to
read:
713.150. (1) [The] An out-of-state [state]
bank or extranational institution shall submit [the] an application for a certificate of authority, together
with an application fee of [$500]
$2,500, to the Director of the Department of Consumer and Business Services
for filing. The out-of-state [state]
bank or extranational institution shall also deliver with the completed
application a certificate of existence or a document of similar import, duly
authenticated by the official with custody of records in the state or country
under whose law [it] the
out-of-state bank or extranational institution is organized and a copy of
the documents filed with the Secretary of State to comply with ORS
713.140 (3) [evidencing filing of such
documents by the Secretary of State].
(2) If the director finds that [such] the application conforms to
this chapter, the director, when all fees and charges have been paid, shall
issue and return to the sender a certificate of authority to conduct banking
business in this state with the copy of the filed application.
SECTION 9. ORS 713.160 is amended to
read:
713.160. [Upon the issuance of a certificate of authority by] After
the Director of the Department of Consumer and Business Services issues a
certificate of authority, the out-of-state [state] bank or extranational institution [shall be] is authorized to conduct [a] banking business in this state, subject, however, to the right
of this state to suspend or revoke the authority as provided in ORS 713.230.
SECTION 10. ORS 713.170 is amended to
read:
713.170. [Each] An out-of-state state bank [and each] or extranational institution authorized to conduct
banking business in this state shall have and continuously maintain in this
state:
(1) A registered office that may be,
but need not be, the same as [its]
the out-of-state state bank’s or extranational institution’s place of
business in this state.
(2) A registered agent [or authorized representative,] in
compliance with the requirements imposed by ORS 713.140 (3).
SECTION 11. ORS 713.190 is amended to
read:
713.190. (1) [The] A registered agent appointed by an out-of-state [state] bank or extranational institution
authorized to transact business in this state [shall] must be an agent of [such institution upon whom any] the out-of-state bank or
extranational institution upon which may be served process, notice or
demand required or permitted by law to be served upon the [institution may be served] out-of-state bank or extranational
institution.
(2) The Director of the Department of
Consumer and Business Services [shall be]
is an agent of an out-of-state [state]
bank or extranational institution upon [whom
any] which process, notice or demand may be served, if:
(a) The out-of-state [state] bank or extranational institution
is authorized to conduct banking business in this state, and:
(A) [It] The out-of-state bank or extranational institution fails
to appoint or maintain a registered agent in this state;
(B) [Its] The registered agent that the out-of-state bank or
extranational institution appointed cannot with reasonable diligence be
found at the registered office;
(C) [Its] The certificate of authority for the out-of-state
bank or extranational institution has been suspended or revoked; or
(D) [It] The out-of-state bank or extranational institution is an
unincorporated company, partnership or association;
(b) The out-of-state [state] bank or extranational institution
is conducting banking business in this state without the authorization [provided by] required under this
chapter;
(c) The out-of-state [state] bank or extranational institution
has been authorized to conduct banking business in this state and has withdrawn
and consented to service on the director as prescribed in this chapter; or
(d) The out-of-state [state] bank or extranational institution
has conducted banking business in this state without the authorization to do
so, has ceased to conduct banking business and has become subject to service on
the director as prescribed in this chapter.
(3)(a) Except as provided in
subsection (4) of this section, service [on
the director of any such] of process, notice or demand [shall] must be made on the
director by:
[(a)]
(A) [Service on] Serving
the director or a clerk on duty in [any]
an office of the director [of]
with a copy of the process, notice or demand [with any] and papers required by law to be delivered in
connection with the service, or by mailing to the director a copy of the
process, notice or demand by certified or registered mail, and paying a
[$2] $25 fee for each document
being served; or
[(b)]
(B) [Transmittal by the person
instituting the proceedings of] Transmitting notice of the service [on] from the person that initiates
the proceedings to the director and transmitting, by certified or
registered mail, a copy of the process, notice or demand and accompanying
papers to the out-of-state [state]
bank or extranational institution being served [by certified or registered mail]:
[(A)]
(i) At the last-registered office of the out-of-state [state] bank or extranational institution as shown by the records of
the director; or
[(B)]
(ii) At [such address, the use of
which] an address that the person [initiating] that initiates the proceedings knows or, on the
basis of reasonable inquiry, has reason to believe is most likely to result in
actual notice[; and].
[(C)]
(b) [Filing] The person
that initiates the proceedings shall file with the appropriate court or
other body, as part of the return of service, the return receipt of mailing and
an affidavit [of the person initiating
the proceedings stating compliance] that states that the person complied
with this section.
(4) [When] If the out-of-state [state] bank or extranational institution that is being served with
the process, notice or demand is not authorized to conduct banking business in
this state and was not authorized to conduct banking business in this state at
the time the transaction, event or occurrence upon which the suit or proceeding
is based occurred, service [shall]
must be made in [the same manner as
provided in] accordance with subsection (3) of this section, except
that the plaintiff or the plaintiff’s attorney shall immediately send a
copy of the process, notice or demand [shall
be sent forthwith] by registered or certified mail [by the plaintiff or the attorney of the plaintiff] to the principal
office or place of business of the out-of-state [state] bank or extranational institution, instead of the
last-registered office of the out-of-state [state]
bank or extranational institution.
(5) The director shall keep a record
of all processes, notices and demands served upon the director under this
section.
(6) [Nothing contained in] This section [shall] does not limit or affect the right to serve [any] process, notice or demand required
or permitted by law to be served upon an out-of-state [state] bank or extranational institution in [any other] a manner [now
or hereafter] permitted by law, or enlarge the purposes for which service
on the director is permitted where other provisions of law limit such
purposes [are limited by other provisions
of law].
SECTION 12. ORS 713.200 is amended to
read:
713.200. (1) [Every] An out-of-state [state]
bank [and every] or
extranational institution that has [been
issued] a certificate of authority to conduct banking business in this
state shall deliver [to the Director of
the Department of Consumer and Business Services, promptly after filing with
the Secretary of State, all documents filed by] copies of documents that
the out-of-state [state] bank or
extranational institution filed with the Secretary of State pursuant to
ORS chapters 60, 63, 70 and 648 and ORS 128.560 to 128.600 to the Director
of the Department of Consumer and Business Services promptly after filing the documents
with the Secretary of State.
(2) If an out-of-state [state] bank or an extranational
institution that has [been issued] a
certificate of authority to conduct banking business in this state changes [its] the out-of-state bank’s or
extranational institution’s name or duration, [it] the out-of-state bank or extranational institution shall
apply to the director to amend [its]
the certificate of authority.
(3) The requirements [in respect to] for signing and
submitting the application described in subsection (2) of this section to the
director and that prescribe the form and contents of the application[, the manner of its signing and the
submission of the application referred to in subsection (2) of this section to
the director shall be] are the same as in the case of an original
application for a certificate of authority under ORS 713.140. [The] Filing [of] the application for the amended certificate of authority by the
director [shall have] has the
same legal effect as [the] filing [of] the original certificate of
authority.
SECTION 13. ORS 713.210 is amended to
read:
713.210. (1) An out-of-state [state] bank or extranational institution
that has [been issued] a certificate
of authority to conduct banking business in this state may withdraw from this
state by applying to the Director of the Department of Consumer and Business
Services to withdraw. An application to withdraw [shall] must set forth:
(a) The name of the out-of-state [state] bank or extranational institution
and the state or country under the laws of which [it] the out-of-state bank or extranational institution is
organized.
(b) A statement that the out-of-state
[state] bank or extranational
institution no longer conducts banking business in this state.
(c) A statement that the out-of-state
[state] bank or extranational
institution surrenders [its]
authority to conduct banking business in this state.
(d) A statement that the out-of-state
[state] bank or extranational
institution revokes the authority of [its]
the out-of-state bank’s or extranational institution’s registered agent in
this state to accept service of process, notice or demand and [consents that] authorizes the
director to accept on the out-of-state bank’s or extranational institution’s
behalf service of process, notice or demand in any action, suit or
proceeding based upon [any] a
transaction, event or occurrence [which]
that took place in this state [prior
to] before the filing of the application to withdraw [may thereafter be made on such out-of-state
state bank or extranational institution by service thereof on the director].
(e) A mailing address to which [the person initiating any] a person
that initiates proceedings may mail a copy of [any] process, notice or demand[,
which] that has been served on the director, to the out-of-state [state] bank or extranational
institution.
(f) [Such] Additional information [as
may be] that is necessary or appropriate to enable the director to
determine and assess [any] unpaid
fees or charges payable by [such] the
out-of-state [state] bank or
extranational institution as prescribed in the Bank Act.
(2) The out-of-state bank or
extranational institution may apply [application]
for withdrawal [may be made] on forms
[prescribed or furnished by] the
director prescribes or furnishes.[and
shall be signed by] The president or vice-president and secretary or
assistant secretary of the out-of-state [state] bank or extranational institution [by its president or a vice president and by its secretary or an
assistant secretary,] shall sign the application and [verified by] one of the officers signing
the application shall verify the application or, if the out-of-state [state] bank or extranational institution
is in the hands of a receiver or trustee, the receiver or trustee shall sign
and verify the application [shall be
signed] on behalf of the [institution
and verified by the receiver or trustee] out-of-state bank or
extranational institution.
(3) An out-of-state [state] bank or extranational institution
that conducted banking business in this state without the authorization
provided by this chapter [will be]
is subject to service after [it has
ceased] ceasing to conduct banking business in this state in the
same manner as though [it had been]
the out-of-state bank or extranational institution was authorized to
conduct banking business, [had] later
[withdrawn] withdrew and, in
connection with [such] the
withdrawal, [had] filed [a consent to] an authorization for
service in the manner required by subsection (1)(d) of this section.
SECTION 14. ORS 713.220 is amended to
read:
713.220. (1) An out-of-state bank
or extranational institution that applies to withdraw from this state under ORS
713.210 must deliver the application [to
withdraw shall be delivered] to the Director of the Department of Consumer
and Business Services. If the director finds that [such] the application conforms to the provisions of this
chapter, the director, when all fees and charges have been paid, shall file the
application to withdraw and return the copy marked “Filed” to the sender.
(2) [Upon the filing of the application to withdraw,] The authority of
the out-of-state [state] bank or
extranational institution to conduct banking business in this state [shall cease] ceases when the
application to withdraw is filed.
SECTION 15. ORS 713.230 is amended to
read:
713.230. [The] A certificate of authority [of] for an out-of-state [state]
bank or extranational institution to conduct banking business in this state may
be revoked [when] if the
out-of-state bank or extranational institution:
[(1)
The out-of-state state bank or extranational institution has not filed any
report which it is required to file under the Bank Act or has not paid any fee
which it is required to pay under the Bank Act;]
(1) Failed to file a report or pay
a fee required under the Bank Act;
(2) [The out-of-state state bank or extranational institution has]
Failed to appoint or maintain a registered agent or office in this state as
required by ORS 713.170 or [has]
failed to maintain authority to transact business as required by ORS 713.140
(3);
(3) [The out-of-state state bank or extranational institution has changed
its] Changed the out-of-state bank’s or extranational institution’s
registered office or registered agent and [has]
failed to submit [to the Director of the
Department of Consumer and Business Services] a statement of the change
to the Director of the Department of Consumer and Business Services as
required by ORS 713.200 (1);
(4) [A misrepresentation has been made of any] Misrepresented or
allowed a misrepresentation of a material matter in [any] an application, report, affidavit or other document [submitted by such] that the
out-of-state [state] bank or
extranational institution submitted pursuant to the Bank Act;
(5) [The out-of-state state bank or extranational institution has]
Failed to submit for filing an application to amend [its] the out-of-state bank’s or extranational institution’s
certificate of authority as required by ORS 713.200 (2); or
(6) [The out-of-state state bank or extranational institution has]
Failed to submit for filing a certificate of merger or consolidation as
required by ORS 713.260.
SECTION 16. ORS 713.240 is amended to
read:
713.240. (1) [Whenever] If an out-of-state [state] bank or extranational institution has given cause for
revocation of [its] a
certificate of authority as provided in ORS 713.230 and has failed to correct
the neglect, omission, misrepresentation or delinquency, the Director of the
Department of Consumer and Business Services may revoke the right of the
out-of-state [state] bank or
extranational institution to conduct banking business in this state. The
director shall mail a notice of the revocation to the mailing address shown for
the out-of-state [state] bank or
extranational institution in the current records of the director and to
the out-of-state [state] bank or
extranational institution at [its] the
registered office for the out-of-state bank or extranational institution
in this state or [its] the
principal office in [its] the
out-of-state bank’s or extranational institution’s home state or country.
(2) After the director revokes the
certificate of authority, all powers that this state conferred upon the
out-of-state [state] bank or
extranational institution [shall]
cease, and thereafter [no] a
person [shall] may not
exercise or attempt to exercise [in this
state any] power under the revoked certificate of authority in this
state.
(3) [Whenever it is established to the satisfaction of] If the
director is satisfied that [any]
an out-of-state [state] bank or
extranational institution[,] that
has had a [the] certificate of
authority [of which has been] revoked
under subsection (1) of this section[,]
has corrected the cause for revocation, the director shall restore the
out-of-state [state bank] bank’s
or extranational [institution]
institution’s [to all its] former
rights and privileges in the same manner as the director revoked the authority
of the out-of-state [state] bank or
extranational institution.
(4) [Any] An out-of-state [state]
bank or extranational institution previously authorized to conduct banking
business in this state that has had [its]
a certificate of authority revoked and that has corrected the cause for
revocation under subsection (1) of this section may apply [for reinstatement of its] to reinstate the certificate of
authority within two years [of] after
the date of revocation. The out-of-state [state]
bank or extranational institution shall pay all fees [which] that accrued before the director revoked the
certificate of authority and a reinstatement filing fee of $100. The payment [shall] must accompany the
application for reinstatement. If the director is satisfied that the
out-of-state bank or extranational institution has corrected the cause for
revocation [has been corrected], the
director shall file the application for reinstatement [of the out-of-state state bank or extranational institution, entitling
it to resume its], which entitles the out-of-state bank or extranational
institution to resume business in this state. The director [shall] may not file the
application for reinstatement unless the name of the out-of-state [state] bank or extranational institution
conforms to ORS 713.130 and the application is filed within two years [of] after the date of revocation.
(5) Reinstatement under this section
relates back to and takes effect as of the effective date of the revocation of
the certificate of authority, so that the existence of the out-of-state [state] bank or extranational institution
is deemed to have continued without interruption from that date.
SECTION 17. ORS 713.250 is amended to
read:
713.250. (1) [No] An out-of-state [state]
bank or extranational institution [conducting]
that conducts banking business in this state without a certificate of
authority [shall be permitted to]
may not maintain [any] an
action, suit or proceeding in [any]
a court of this state until [such]
the out-of-state [state] bank
or extranational institution [shall have
obtained] obtains a certificate of authority.
(2) [The failure of] An out-of-state [state bank] bank’s or extranational [institution] institution’s failure to obtain a certificate
of authority to conduct banking business in this state [shall] does not impair the validity of [any] a contract or an act of [such] the out-of-state [state]
bank or extranational institution, and [shall]
does not prevent [such] the
out-of-state [state] bank or
extranational institution from defending [any]
an action, suit or proceeding in [any]
a court of this state.
(3) An out-of-state [state] bank or extranational institution
that conducts banking business in this state without a certificate of authority
[shall be] is liable to this
state for the years or [parts thereof]
partial years during which [it]
the out-of-state bank or extranational institution conducted banking
business in this state without a certificate of authority. [in an] The amount of the
liability is equal to all fees, assessments and other charges [which would have been imposed upon]
that the out-of-state [state]
bank or extranational institution would have paid under the Bank Act had
[it] the out-of-state bank or
extranational institution duly applied for and received a certificate of
authority to conduct banking business in this state [as required by this chapter and thereafter] and filed all
reports required [by] under
the Bank Act, plus all penalties imposed under the Bank Act for failure to pay
[such] the fees and charges.
The Attorney General may bring proceedings to recover [all] amounts due this state under the provisions of this section.
SECTION 18. ORS 713.260 is amended to
read:
713.260. [Whenever] If an out-of-state [state] bank or extranational institution that has [been issued] a certificate of authority
under ORS 713.020 ceases to exist because of a statutory merger or
consolidation with any other out-of-state [state]
bank, an extranational institution or other entity, [it] the resulting institution
shall, within 60 days after the effective date of [such] the merger or consolidation, file with the Director of
the Department of Consumer and Business Services a certificate from the
appropriate public officer of the state, territory or country under the laws of
which [it] the out-of-state bank
or extranational institution is organized, or other evidence satisfactory
to the director[,] to the effect that
[such] the out-of-state [state] bank or extranational institution
has merged or consolidated and has [thereby]
ceased to exist.
SECTION 19. ORS 713.270 is amended to
read:
713.270. [(1) Notwithstanding any other provision of the Bank Act, no
out-of-state bank may conduct banking business at a branch located in this
state unless the out-of-state bank has converted from, has assumed all or
substantially all of Oregon deposit liabilities of or has merged with an
insured institution that, by itself or together with any predecessor, has been
engaged in banking business or otherwise has been lawfully accepting deposits
at an office in this state for a period of not less than three years prior to
the effective date of the conversion, assumption or merger.]
[(2)
This section does not prohibit an out-of-state bank lawfully conducting a
banking business in this state on October 4, 1997, from continuing to conduct
banking business in this state.]
(1) An out-of-state bank, including
a savings bank organized under the laws of another state, may open, occupy or
maintain a branch in this state that results from:
(a) Acquiring another bank or branch
of another bank that is located in this state; or
(b) Merging with or converting from
another bank or branch of another bank that is located in this state.
(2) An out-of-state bank may conduct
banking business in this state under the provisions of subsection (1) of this
section or by opening one or more de novo branches in this state if the laws of
the jurisdiction in which the out-of-state bank’s principal office is located
expressly permit an Oregon bank to open one or more de novo branches in the
jurisdiction under conditions that are not more restrictive than the conditions
this chapter imposes on an out-of-state bank.
(3) An out-of-state bank must submit
an application for a certificate of authority to conduct banking business in
this state to the Director of the Department of Consumer and Business Services
at the time that the out-of-state bank files with the out-of-state bank’s home
state or primary federal regulator for approval to open, occupy or maintain a
branch in this state.
(4) At the time the out-of-state bank
applies for a certificate of authority, the out-of-state bank must pay the
application fee prescribed in ORS 713.150.
(5) If the director authorizes an
out-of-state bank to open, occupy or maintain a branch in this state, the
out-of-state bank may exercise the powers and authorities that the laws of this
state authorize for Oregon banks unless the laws of the out-of-state bank’s
home state limit the powers and authorities.
(6) If the director determines that an
out-of-state bank’s opening, occupying or maintaining of a branch in this state
is not consistent with the laws of this state or that the branch would operate
in an unsafe or unsound manner, the director shall notify the out-of-state bank
that:
(a) The director has denied the
out-of-state bank’s application for a certificate of authority to conduct
banking business in this state; and
(b) The out-of-state bank may not
conduct banking business at a branch located in this state.
(7) If the director determines that a
branch that an out-of-state bank maintains in this state is being operated in
violation of the laws of this state or that the branch is being operated in an
unsafe or unsound manner, the director may take all enforcement actions the
director could take with respect to an Oregon bank, except that the director
shall notify the responsible bank supervisory agency of each enforcement action
the director takes and, to the extent practicable, shall consult and cooperate
with the responsible bank supervisory agency in pursuing and resolving the
enforcement action.
SECTION 20. ORS 713.280 is amended to
read:
713.280. The Director of the
Department of Consumer and Business Services may not deny a certificate of
authority to an out-of-state [state]
bank or extranational institution [shall
not be denied a certificate of authority by reason of the fact that] solely
because the laws of the state or country under which [such] the out-of-state [state]
bank or extranational institution is organized, [governing its] or the laws that govern the organization and
internal affairs of the out-of-state bank or extranational institution,
differ from the laws of this state. [Nothing
contained in] This chapter [shall be
construed to] does not authorize this state to regulate the
organization or internal affairs of [such]
an out-of-state [state] bank or
extranational institution.
SECTION 21. ORS 713.290 is amended to
read:
713.290. An extranational institution
[shall] may not accept
deposits at [any] an office in
this state in an amount less than [$100,000]
$250,000, unless the Federal Deposit Insurance Corporation insures the
insurable deposits of [that] the
office [are insured by the Federal
Deposit Insurance Corporation] or [no
such insurance is required under] the Federal Deposit Insurance Act and the
regulations of the Federal Deposit Insurance Corporation [thereunder] do not require insurance.
SECTION 22. ORS 716.060 is amended to
read:
716.060. (1) The guaranty fund [shall consist] or liquidation account
consists of payments in cash made by the incorporators and of all sums
credited to the guaranty fund as required by ORS 716.780 or federal law.
[(2)
The incorporators shall deposit to the credit of the Oregon nonstock bank in
cash as an initial guaranty fund an amount determined by the Director of the
Department of Consumer and Business Services, which is the limit of their liability
to that fund.]
[(3)
Prior to the liquidation of the Oregon nonstock bank, the guaranty fund shall
not be used except for losses and the repayment of contributions made by
incorporators or directors as provided in ORS 716.800 (2), until the fund, together
with undivided profits, exceeds 25 percent of the amount due depositors.]
[(4)
The amounts contributed to the guaranty fund by the incorporators shall not
constitute a liability of the Oregon nonstock bank, except as provided in this
chapter. Any loss sustained by the Oregon nonstock bank in excess of that
portion of the guaranty fund created from earnings may be charged against the
contributions pro rata.]
(2) If a financial institution that
is converting to another type of financial institution has a guaranty fund or
liquidation account, the Oregon nonstock bank that results from the conversion
must maintain the guaranty fund or liquidation account and may use the guaranty
fund or liquidation account only for the purposes for which the financial
institution used the guaranty fund or liquidation account before the
conversion.
SECTION 23. (1) The amendments to
ORS 706.008, 713.010, 713.016, 713.020, 713.090, 713.130, 713.140, 713.150,
713.160, 713.170, 713.190, 713.200, 713.210, 713.220, 713.230, 713.240,
713.250, 713.260, 713.270, 713.280, 713.290 and 716.060 by sections 1 to 22 of
this 2011 Act become operative 91 days after the effective date of this 2011
Act.
(2) The Director of the Department of
Consumer and Business Services may take any action before the operative date
specified in subsection (1) of this section that is necessary to enable the
director to exercise, on and after the operative date specified in subsection
(1) of this section, all of the duties, functions and powers conferred on the
director by the amendments to ORS 706.008, 713.010, 713.016, 713.020, 713.090,
713.130, 713.140, 713.150, 713.160, 713.170, 713.190, 713.200, 713.210,
713.220, 713.230, 713.240, 713.250, 713.260, 713.270, 713.280, 713.290 and
716.060 by sections 1 to 22 of this 2011 Act.
SECTION 24. This 2011 Act being
necessary for the immediate preservation of the public peace, health and
safety, an emergency is declared to exist, and this 2011 Act takes effect on
its passage.
Approved by
the Governor June 7, 2011
Filed in the
office of Secretary of State June 7, 2011
Effective date
June 7, 2011
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