2023 Colorado Revised Statutes › Title 11 - FINANCIAL INSTITUTIONS (§§ 11-1-101 — 11-111-116) › BANKS (§§ 11-101-101 — 11-111-116) › COLORADO BANKING CODE (§§ 11-101-101 — 11-111-116) › Article 102 - DIVISION OF BANKING (§§ 11-102-101 — 11-102-508) › Part 3 - RECORDS, REPORTING, AND INFORMATION (§§ 11-102-301 — 11-102-308) › Section 11-102-303 - [Effective 8/7/2024] Bank reports to banking board - requirements for acquiring control - penalty - rules - definitions

(1)
As used in this section, unless the context otherwise requires:
(a)
"Person" means an individual, a corporation, a partnership, a trust, or any other legal entity.
(b)
"Controlling person" means a person who is in control of a state bank or would be in control of a state bank after a proposed acquisition.
(2)
A person shall be deemed to have acquired control of a state bank if, as a result of acquisition, such person:
(a)
Directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing twenty-five percent or more of the outstanding voting stock thereof;
(b)
Controls in any manner the election of a majority of the directors thereof; or
(c)
Exercises a controlling influence over the management or policies thereof.
(3)
(a)
Whenever a person proposes to acquire control of any state bank, such person shall first make application to the banking board for approval. Without approval from the banking board pursuant to subsection (4) of this section, a person shall be prohibited from making such an acquisition.
(b)
An application required by paragraph (a) of this subsection (3) shall contain the following information to the extent that it is known by the person making the application:
(I)
The number of shares involved;
(II)
The name of each seller or transferor;
(III)
The name of each purchaser or transferee;
(IV)
The name of each beneficial owner if the share or shares are registered in another name;
(V)
The purchase price;
(VI)
Detailed information concerning any loans made in connection with the acquisition;
(VII)
Such other information concerning the transaction as may be required by the banking board regarding the effect of the transaction upon the control of the state bank involved;
(VIII)
Biographical and financial information concerning each purchaser, controlling person, or person in control of a controlling person participating in the proposed acquisition; and
(IX)
The name of each controlling person and each person in control of a controlling person participating in the proposed acquisition.
(4)
(a)
After receipt of an application, the commissioner shall make an investigation, and the banking board shall approve the change of control only after the banking board has determined:
(I)
That the person proposing to acquire control is qualified by character, experience, and financial responsibility to control the state bank in a legal and proper manner;
(II)
That the interests of the public generally will not be jeopardized by the proposed acquisition; and
(III)
That the person proposing to acquire control has satisfied the requirements of subsections (1) to (7) of this section and the other provisions of articles
101
to
109
of this title.
(b)
The general assembly declares that the acquisition of control of, or of any ownership interest in, state banks by persons owned or controlled by a country with which it has been determined to be against the national interest to trade without export controls for national security purposes by the president of the United States or another appropriate agency of the federal government as directed by the president pursuant to the "Export Administration Act of 1979", 50 U.S.C. Appendix sec. 2401 et seq., the "International Emergency Economic Powers Act",
50 U.S.C. sec. 1701
et seq., or any rule, order, or decision promulgated in connection therewith, is against the public interest. If the application or the commissioner's investigation indicates that any person seeking to have control of or any ownership interest in a state bank is owned or controlled by such a country, the banking board shall not approve any such change of control.
(5)
This section shall not apply to the acquisition of:
(a)
Voting proxies acquired in the normal course of business as a result of a proxy solicitation in conjunction with a stockholders' meeting;
(b)
Stock held in a fiduciary capacity unless the acquiring person has sole discretionary authority to exercise voting rights with respect thereto;
(c)
Stock acquired in securing or collecting, in whole or in part, a debt contracted in good faith or stock acquired through testate or intestate succession or bona fide gift, if the acquirer advises the banking board of such acquisition within thirty days after the acquisition and provides any information required or requested by the banking board or commissioner;
(d)
Stock acquired by an underwriter in good faith and without any intent to evade the purpose of this section if the shares are held only for such reasonable period of time as will permit the sale of the shares; or
(e)
Pro rata stock dividends.
(6)
If the banking board has not acted upon a completed application within sixty days after receipt thereof, unless extended for an additional thirty days by the banking board, such application shall be considered approved.
(7)
Whenever any person proposes to acquire control of any state bank and is required by the "Change in Bank Control Act of 1978" (section 7 (j) of the "Federal Deposit Insurance Act",
12 U.S.C. 1817 (j)
), as such act may be amended from time to time, to give the appropriate federal banking agency prior written notice of such proposed acquisition, a copy of such notice with supporting information shall be given concurrently to the banking board for information. The banking board may use such information in evaluating applications submitted pursuant to this section and shall submit its recommendations and comments to the appropriate federal regulatory authority in a timely manner.
(8)
Any person who becomes a director, executive officer, or other person who, directly or indirectly, is responsible for the management, control, or operations of a state bank shall within ninety days thereafter file a report with the banking board containing: A statement describing any civil or criminal offenses affecting such person's qualification to serve in such capacity with respect to which such person has been found guilty or liable by any federal or state court or federal or state regulatory agency; such biographical information as the banking board requires; and such other information as the banking board requires pursuant to its rules. If any statement contained in such report subsequently becomes inaccurate or misleading in any way, such person shall file an amended report within thirty days after the date on which the statement in the report first becomes inaccurate or misleading. A person who fails to comply with this subsection (8) shall be required by the banking board to pay a penalty in an amount set by the banking board by rule, which penalty must not exceed one hundred dollars per day, and such penalty shall be deposited in the general fund. The banking board, for valid reasons and good cause, may waive such penalty.
(9)
If a state bank changes any executive officer, director, or other person who, directly or indirectly, is responsible for the management, control, or operations of the state bank, such changes shall be reported to the banking board within sixty days, and the state bank shall provide such information concerning such person as may be requested by the banking board on such forms as the banking board may require, including information about the reasons for termination from any prior employment and whether such person was charged or convicted of any civil or criminal offenses enumerated in subsection (8) of this section. A state bank, its directors, executive officers, employees, or agents, or other persons are immune from civil liability due to compliance with the requirements of this subsection (9). The purpose of such information is to inform the banking board of the qualifications of such person as they may affect the safety and soundness of the state bank. The information shall be treated as confidential under this code. A bank that fails to comply with this subsection (9) is required to pay a penalty in an amount set by the banking board by rule, which penalty must not exceed one hundred dollars per day, and such penalty shall be deposited in the general fund. The banking board, for valid reasons and good cause, may waive such penalty.
Amended by 2024 Ch. 461,§ 5, eff. 8/7/2024.
Amended by 2024 Ch. 461,§ 4, eff. 8/7/2024.
L. 2003: Entire article added with relocations, p. 1070, § 3, effective July 1.
This section is similar to former § 11-2-109 as it existed prior to 2003.
2024 Ch. 461, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2024 Ch. 461, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
This section is set out more than once due to postponed, multiple, or conflicting amendments.