reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 724. Notice of intention to incorporate; publication.

§ 724. Notice of intention to incorporate; publication.
Notice of the intention of the incorporators to form a bank or trust company shall be given to the State Bank Commissioner, and a notice in such form as the Commissioner shall approve shall be published at least once a week, for 2 successive weeks, in 1 or more newspapers designated by the Commissioner, at least 1 of which newspapers shall be published in the county where it is proposed to establish the bank or trust company. The published notice shall specify the names of all the associates, the name of the proposed corporation, the city or town where it is to be located, and the amount of its capital stock.
38 Del. Laws, c. 94, §  6;  Code 1935, §  2375;  5 Del. C. 1953, §  724;  57 Del. Laws, c. 740, §  19A;  71 Del. Laws, c. 254, §  6;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 725. Application for a certificate of public convenience and advantage.

§ 725. Application for a certificate of public convenience and advantage.
Within 60 days after the second publication of the notice of intention to incorporate but not before the expiration of 20 days from the date of the second publication, the incorporators shall apply to the State Bank Commissioner for a certificate that public convenience and advantage will be promoted by the establishment of the bank or trust company.
38 Del. Laws, c. 94, §  6;  Code 1935, §  2375;  5 Del. C. 1953, §  725;  57 Del. Laws, c. 740, §  19A;  71 Del. Laws, c. 254, §  7;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 726. Determination of public convenience.

§ 726. Determination of public convenience.
Upon the application for a certificate that public convenience and advantage will be promoted by the establishment of the bank or trust company, the State Bank Commissioner shall consider and determine whether public convenience and advantage would be promoted by the establishment of the bank or trust company, and whether the terms and provisions of the articles of association are in compliance with this chapter and shall issue or refuse to issue a certificate in accordance with such determination. If the Commissioner refuses to issue a certificate, no further proceedings shall be had, but the application may be renewed after 1 year from the date of the refusal. If the Commissioner issues the certificate, the incorporators shall hold the first meeting and follow the procedure prescribed by § 727 of this title.
38 Del. Laws, c. 94, §  7;  Code 1935, §  2376;  5 Del. C. 1953, §  726;  57 Del. Laws, c. 740, §  19A;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 727. Organization meeting of incorporators; notice; proceedings.

§ 727. Organization meeting of incorporators; notice; proceedings.
(a) The first meeting of the incorporators shall be called by a notice signed either by the incorporator who is designated in the articles of association for the purpose, or by a majority of the incorporators. The notice shall state the time, place and purposes of the meeting. A copy of the notice shall, at least 7 days before the day appointed for the meeting, be given to each incorporator, or left at the incorporator's residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to the incorporator at his or her residence or usual place of business, and another copy thereof and an affidavit of 1 of the incorporators that the notice has been duly served shall be filed and recorded with the records of the corporation. If all the incorporators shall in writing, endorsed upon the articles of association, waive such notice and fix the time and place of the meeting, no notice shall be required.
(b) At the first meeting, or at any adjournment thereof, the incorporators shall organize by the choice by ballot of a temporary secretary, by the adoption of bylaws and by the election in such manner as the bylaws may determine, of directors, a president, a secretary, and such other officers as the bylaws may prescribe. All the officers so elected shall be sworn to the faithful performance of their duties. The temporary secretary shall make and attest a record of the proceedings until the secretary has been chosen and sworn, including a record of such choice and qualification.
38 Del. Laws, c. 94, §  8;  Code 1935, §  2377;  5 Del. C. 1953, §  727;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 728. Articles of organization.

§ 728. Articles of organization.
The president and a majority of the directors elected at the organization meeting of the incorporators shall make, sign and make oath to, a certificate (hereinafter called “articles of organization”) setting forth:
(1) A true copy of the articles of association;
(2) The names of the subscribers thereto;
(3) The name, residence and post-office address of each of the officers of the corporation; and
(4) The date of the first meeting and the successive adjournments thereof, if any.
38 Del. Laws, c. 94, §  9;  Code 1935, §  2378;  5 Del. C. 1953, §  728;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 729. Approval of articles of organization.

§ 729. Approval of articles of organization.
The articles of organization, together with the records of the proposed corporation, shall be submitted to the State Bank Commissioner. The Commissioner shall examine the same, and may require such amendment thereof or such additional information as it may consider proper or necessary. If the Commissioner finds that the provisions of law have been complied with, the Commissioner shall endorse its approval upon the articles of organization.
38 Del. Laws, c. 94, §  9;  Code 1935, §  2378;  5 Del. C. 1953, §  729;  57 Del. Laws, c. 740, §  19A;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 730. Filing of articles of organization.

§ 730. Filing of articles of organization.
The articles of organization with the endorsement of the State Bank Commissioner shall, within 30 days after the date of the endorsement, be filed in the office of the Secretary of State.
38 Del. Laws, c. 94, §  9;  Code 1935, §  2378;  5 Del. C. 1953, §  730;  57 Del. Laws, c. 740, §  19A;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 732. Commencement of corporate existence.

§ 732. Commencement of corporate existence.
Upon the issuance of the certificate of incorporation or certificate of formation by the Secretary of State and the recording of the certificate and articles of organization as provided in § 731 of this title, the corporation or limited liability company named in such certificate and articles of organization shall from the date of the certificate be and constitute a corporation or limited liability company, for the purposes and by the name set forth in the certificate, subject to dissolution, termination or the revocation or forfeiture of the franchise under this chapter or under this Code or any other statute of this State relating to the dissolution or termination of or to the revocation or forfeiture of the charter or franchise of banks or trust companies; but the corporation or limited liability company shall not have the right to do any business until it has secured from the State Bank Commissioner of this State the certificate provided for in § 733 of this title.
38 Del. Laws, c. 94, §  9;  Code 1935, §  2378;  5 Del. C. 1953, §  732;  76 Del. Laws, c. 383, §  8;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 733. Commencement of business; certificate authorizing.

§ 733. Commencement of business; certificate authorizing.
A certified copy of the certificate of incorporation and of the articles of organization and the endorsement of the approval of the State Bank Commissioner shall be filed with the State Bank Commissioner; and when the whole capital stock has been issued, a list of the stockholders, with the name, residence and post-office address of each, and the number of shares held by each, shall be filed with the State Bank Commissioner, which list shall be certified by the president and the cashier or treasurer of the corporation. Upon receipt of the list the Commissioner shall cause an examination to be made of the method of payment of the capital stock and if, after such examination, it appears that the whole capital stock has been paid in cash, and that all requirements of this Code and any other law have been complied with, the Commissioner shall issue a certificate authorizing the corporation to begin the transaction of business. No corporation shall begin the transaction of business until a certificate has been granted.
38 Del. Laws, c. 94, §  10;  Code 1935, §  2379;  5 Del. C. 1953, §  733;  57 Del. Laws, c. 740, §  19A;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 734. Revocation of charter for failure to commence business within reasonable time.

§ 734. Revocation of charter for failure to commence business within reasonable time.
Every corporation created under this chapter shall, after the expiration of a reasonable time from the date of its incorporation, as determined by the State Bank Commissioner, be actively engaged in the business for which it was created or its certificate of incorporation and corporate franchise shall be deemed and held to be revoked. The Commissioner shall by regulations prescribe the criteria to be applied in determining what constitutes a reasonable period of time.
38 Del. Laws, c. 94, §  33;  Code 1935, §  2402;  5 Del. C. 1953, §  734;  63 Del. Laws, c. 3, §  2;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter II. Formation of Bank or Trust Company › § 735. Fees of Secretary of State and Commissioner.

§ 735. Fees of Secretary of State and Commissioner.
The following fees shall be collected by and paid to the Secretary of State, for the use of the State:
(1) For making and issuing the certificate of incorporation, $11.50;
(2) For making the certified copy of the articles of association, $11.50;
(3) For making the certified copy of the certificate of incorporation to be kept on file in the office of the Secretary of State and for filing and indexing the same and the articles of association in said office, $5.75;
(4) For supplying any additional certified copy of the certificate of incorporation or articles of association requested by the corporation, $5.75.
Before issuing the certificate authorizing the corporation to begin the transaction of business, the State Bank Commissioner shall collect from the corporation, for the use of the State, the sum of $5,750. In addition the applicant shall pay an investigation fee of $1,150 which shall not be refundable and shall be submitted with the application.
38 Del. Laws, c. 94, §  34;  Code 1935, §  2403;  5 Del. C. 1953, §  735;  60 Del. Laws, c. 268, §§  2, 3;  67 Del. Laws, c. 260, §  1;  68 Del. Laws, c. 9, §  7;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 741. Bylaws, adoption, amendment and repeal.

§ 741. Bylaws, adoption, amendment and repeal.
A corporation may adopt bylaws for the proper management of its affairs, and may establish regulations controlling the assignment and transfer of its shares. The first set of bylaws shall be adopted at the meeting of the incorporators, as provided in § 727 of this title, but thereafter the power to make, alter or repeal bylaws shall be in the stockholders, provided that any corporation may, in the certificate of incorporation, confer that power upon the directors.
38 Del. Laws, c. 94, §  12;  Code 1935, §  2381;  5 Del. C. 1953, §  741;  50 Del. Laws, c. 381, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 742. Directors; number, quorum, term, vacancies and oath.

§ 742. Directors; number, quorum, term, vacancies and oath.
(a) The business of every corporation organized under this chapter shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as may be specified in the articles of association, but in no case shall the number be less than 5. The bylaws shall prescribe how many directors shall constitute a quorum for the transaction of business.
(b) The directors elected at the organization meeting of the incorporators, as provided in § 727 of this title, shall hold office until the succeeding annual meeting of the stockholders and until their successors have been duly chosen and qualified, and thereafter directors shall be elected at the annual meeting of the stockholders or at an adjournment of the annual meeting. Vacancies in the board of directors shall be filled by a majority of the remaining directors, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified.
(c) Every director shall be sworn to the faithful performance of the director's duties.
32 Del. Laws, c. 103, §  17;  38 Del. Laws, c. 94, §  11;  Code 1935, §§  2305, 2380;  5 Del. C. 1953, §  742;  49 Del. Laws, c. 124;  63 Del. Laws, c. 142, §  3;  64 Del. Laws, c. 156, §  1;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 743. Stockholders' meetings; time, place, adjournment and quorum.

§ 743. Stockholders' meetings; time, place, adjournment and quorum.
(a) Meetings of stockholders (except the meeting of incorporators referred to in § 727 of this title) shall be held in this State. The bylaws shall fix the time of the annual meeting and may provide for special or called meetings of stockholders.
(b) Any meeting of the stockholders may be adjourned and at such adjourned meeting, any business may be transacted that could have been acted on at the meeting which was adjourned.
(c) The bylaws may prescribe what number of shares shall be represented at any stockholders' meeting to constitute a quorum, but in the absence of such a provision, any number of shares represented at a stockholders' meeting shall be sufficient for the transaction of business thereat.
38 Del. Laws, c. 94, §  12;  Code 1935, §  2381;  5 Del. C. 1953, §  743;  63 Del. Laws, c. 219, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 744. Voting rights of stockholders.

§ 744. Voting rights of stockholders.
Each stockholder shall, at every meeting of the stockholders, be entitled to 1 vote in person or by proxy for each share of the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shall be voted which shall have been transferred on the books of the corporation within 20 days next preceding the stockholders' meeting.
38 Del. Laws, c. 94, §  12;  Code 1935, §  2381;  5 Del. C. 1953, §  744;  60 Del. Laws, c. 350, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 745. Capital stock; minimum required.

§ 745. Capital stock; minimum required.
The capital stock of a bank organized under this chapter shall be as follows:
not less than $500,000 if the bank is located in a city or town having a population of more than 50,000 persons; not less than $350,000 if the bank is located in a city or town of not more than 50,000 nor less than 5,000 persons; and not less than $250,000 if the bank is located in a town of not more than 5,000 persons, or such greater amount as the Commissioner may require after review of the charter, business plan and proposed activities of the bank. The capital stock of a trust company or limited purpose trust company organized under the law of this State shall not in any case be less than $500,000; provided, however, that this requirement shall not apply to trust companies organized under the laws of this State prior to February 28, 1933, and authorized by a certificate issued by the State Bank Commissioner to transact the business of a trust company on January 1, 1997. In addition to the capital stock required by the foregoing, every such bank, trust company or limited purpose trust company shall have a paid-in surplus account equal to no less than one-half of the minimum capital stock required by this section. The minimum capital stock and paid-in surplus required to be maintained by such corporation in its banking or trust company business pursuant to this section may not be utilized to satisfy the capital or reserve requirements to which the corporation may be subject with respect to any activity authorized by § 761(a)(14) of this title.
38 Del. Laws, c. 94, §  13;  Code 1935, §  2382;  5 Del. C. 1953, §  745;  63 Del. Laws, c. 261, §  5;  67 Del. Laws, c. 55, §  1;  67 Del. Laws, c. 223, §  3;  71 Del. Laws, c. 19, §  20;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 746. Par value of stock; payment for and issuance; increase and reduction.

§ 746. Par value of stock; payment for and issuance; increase and reduction.
The capital stock shall be divided into shares of a stated par value. No business shall be transacted by the corporation until the whole amount of its capital stock is subscribed for and actually paid in in cash. No stock shall be issued by any corporation until the par value thereof shall be fully paid in in cash. Any corporation may, subject to the approval of the State Bank Commissioner, increase or reduce its capital stock in the manner hereinafter provided. In the case of a reduction, the capital stock shall not be reduced to less than the amount required by § 745 of this title.
38 Del. Laws, c. 94, §  13;  Code 1935, §  2382;  49 Del. Laws, c. 120;  51 Del. Laws, c. 14;  64 Del. Laws, c. 386, §  2;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 747. Stockholders' liability.

§ 747. Stockholders' liability.
The private property of the stockholders shall not be subject to the payment of the corporate debts except as otherwise provided in the articles of association.
38 Del. Laws, c. 94, §  14;  Code 1935, §  2383;  5 Del. C. 1953, §  747;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 748. Dividends.

§ 748. Dividends.
The directors of a bank or trust company may declare dividends on common or preferred stock of so much of the net profits of the corporation as they shall judge expedient; but the corporation shall, before the declaration of a dividend on common stock from the net profits, carry 50% of its net profits of the preceding period for which the dividend is paid to its surplus fund until the same shall amount to 50% of its capital stock; and thereafter shall carry 25% of its net profits of the preceding period for which the dividend is paid to its surplus fund until the same shall amount to 100% of its capital stock.
32 Del. Laws, c. 103, §  19;  38 Del. Laws, c. 93, §  1(8);  38 Del. Laws, c. 94, §  28;  Code 1935, §§  2307, 2397;  5 Del. C. 1953, §  748;  60 Del. Laws, c. 458, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter III. Conduct of Internal Corporate Affairs › § 751. Acquisition or sale of assets, assumption of liabilities, consolidation and merger; Commissioner's approval; title to property.

§ 751. Acquisition or sale of assets, assumption of liabilities, consolidation and merger; Commissioner's approval; title to property.
(a) No bank or trust company doing business in this State, whether or not organized under this chapter, shall merge or consolidate with, sell any substantial portion of its assets to, or take over any substantial portion of the assets and/or assume the liabilities, in whole or in part, of any other bank or trust company, savings bank, national bank, federal savings association (as defined in the Home Owners' Loan Act, 12 U.S.C. § 1461 et seq.) or out-of-state bank (as defined in § 795 of this title) (whether any of the foregoing is then doing business or has ceased to do business or has surrendered its charter or has dissolved) unless and until such action shall be approved by the State Bank Commissioner.
(b) The Commissioner may require that he or she be furnished with such information as to the assets and liabilities and as to the condition of the banks or trust companies concerned as he or she deems necessary or proper to determine whether to give or withhold his approval.
The State Bank Commissioner shall refuse his or her approval whenever in his opinion the transaction will weaken or tend to weaken any bank or trust company concerned.
(c) No title to any property shall pass where the transaction is in violation of this section.
37 Del. Laws, c. 131, §  1;  32 Del. Laws, c. 103;  Code 1935, §  2314;  5 Del. C. 1953, §  751;  70 Del. Laws, c. 112, §§  6, 7;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 762. Ownership of real estate used for transaction of business.

§ 762. Ownership of real estate used for transaction of business.
A corporation established under this chapter may hold real estate suitable for the transaction of its business; but, if the aggregate amount invested and proposed to be invested therein, including the cost of alterations and additions in the nature of permanent fixtures, exceeds, directly or indirectly, 50 percent of its capital, surplus and undivided profit accounts, the excess investment shall be made only with the approval of the State Bank Commissioner. The amount of money invested by the corporation in the securities of any corporation, trust or other organization which holds real estate in whole or in part used for the transaction of the business of the corporation or intended for such use, shall be included in determining the amount of real estate that may be held by the corporation under this section.
38 Del. Laws, c. 94, §  19;  Code 1935, §  2388;  5 Del. C. 1953, §  762;  62 Del. Laws, c. 3, §  3;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 763. Membership in Federal Reserve System.

§ 763. Membership in Federal Reserve System.
(a) Any bank or trust company incorporated under this Code or any other laws of this State may become a member of the Federal Reserve Bank, organized or to be organized in the Federal Reserve District in which such bank or trust company is located, under the act of Congress known as the Federal Reserve Act, approved December 23, 1913, and such bank or trust company may subscribe for, purchase, hold and surrender, from time to time, such amounts of the capital stock of such Federal Reserve Bank as the bank or trust company may deem advisable or as may be required under the Federal Reserve Act, or any amendment thereof, in order to obtain and continue such membership, and upon the purchase of such stock, to assume the liabilities and become entitled to the benefits recited in the Federal Reserve Act.
(b) Any corporation which becomes a member of the Federal Reserve System may, while it continues as a member bank of the System, have and exercise any and all of the corporate powers and privileges which may be exercised by member banks of the System.
28 Del. Laws, c. 107, §  1;  38 Del. Laws, c. 94, §  21;  Code 1935, §§  2273, 2390;  5 Del. C. 1953, §  763;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 764. Capital notes or debentures.

§ 764. Capital notes or debentures.
(a) With the approval of the State Bank Commissioner, any bank or trust company in this State, whether or not organized under this chapter, may at any time through action of its board of directors and without requiring any action of its stockholders issue and sell its capital notes or debentures. The capital notes or debentures shall be subordinate and subject to the claims of depositors and may be subordinated and subjected to the claims of other creditors.
(b) The term “capital” as used in this Code and any other laws of this State relating to banking shall be construed to embrace the amount of outstanding capital notes and debentures legally issued by any bank or trust company in this State and sold by it. The capital stock of any bank or trust company may be deemed to be unimpaired when the amount of the capital notes and debentures as represented by cash or sound assets exceeds the impairment as found by the State Bank Commissioner. Before any capital notes or debentures are retired or paid by the bank or trust company, any existing deficiency of its capital (disregarding the notes or debentures to be retired) must be paid in cash, to the end that the sound capital assets shall at least equal the capital stock of the bank or trust company.
(c) The capital notes or debentures shall in no case be subject to any assessment. The holders of capital notes or debentures shall not be held individually responsible as such holders for any debts, contracts, or engagements of the bank or trust company and shall not be held liable for assessments to restore impairments in the capital of the institution.
40 Del. Laws, c. 149, §  1;  Code 1935, §  2407;  5 Del. C. 1953, §  764;  63 Del. Laws, c. 3, §  4;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 765. Power of trust company.

§ 765. Power of trust company.
In the case of a corporation established as a trust company under this chapter, the powers conferred by § 761 of this title shall include the right or power to be appointed executor of a will, codicil or writing testamentary, administrator with the will annexed or administrator of the estate of any decedent, receiver, assignee, guardian, conservator or trustee by will or by any written instrument or other act of the parties, or by any court or official, under the same circumstances, in the same manner, and subject to the same control by the court having jurisdiction of the same, as a legally qualified individual.
38 Del. Laws, c. 94, §  22;  Code 1935, §  2391;  5 Del. C. 1953, §  765;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 766. Power of trust company to act as agent, registrar, trustee, etc.

§ 766. Power of trust company to act as agent, registrar, trustee, etc.
A trust company established under this chapter may act as agent for the purpose of issuing, registering or countersigning the certificates of stock, bonds, or other evidences of indebtedness of a corporation, association, municipal corporation, state or national government, on such terms as may be agreed upon, and may also act as trustee for the bondholders of a corporation, and for such purpose may receive transfers of real and personal property upon such terms as may be agreed upon.
38 Del. Laws, c. 94, §  25;  Code 1935, §  2394;  5 Del. C. 1953, §  766;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 768. Loans on security of and purchase of its own capital stock.

§ 768. Loans on security of and purchase of its own capital stock.
No corporation established under this chapter or under Chapter 15 of this title shall directly or indirectly make a loan or discount on the security of the shares of its own capital stock, nor be the purchaser or holder of such shares, unless such security or purchase shall be necessary to prevent loss upon a debt previously contracted in good faith. The stock so purchased or acquired shall, within 6 months after its purchase or acquisition, be sold or disposed of at public or private sale. Notwithstanding the foregoing, the Commissioner may approve the purchase by such a corporation of the shares of its own capital stock, subject to such terms and conditions, if any, as the Commissioner may require.
38 Del. Laws, c. 94, §  18;  Code 1935, §  2387;  5 Del. C. 1953, §  768;  64 Del. Laws, c. 42, §  4;  71 Del. Laws, c. 19, §  22;  80 Del. Laws, c. 1, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 769. Ownership of capital stock of another bank or trust company.

§ 769. Ownership of capital stock of another bank or trust company.
No bank or trust company shall hold more than 10 percent of the capital stock of any other bank or trust company without the approval of the Commissioner. In determining whether to grant such approval, the Commissioner shall consider the convenience and needs of the public of this State. Any acquisition by a bank or trust company of more than 10 percent of the capital stock of any other bank or trust company that was approved by the Commissioner before January 1, 1996, shall be deemed to have been approved by the Commissioner without the survival of any conditions required by former subsection (b) of this section.
32 Del. Laws, c. 103, §  21;  38 Del. Laws, c. 93, §  1(8);  38 Del. Laws, c. 94, §  29;  Code 1935, §§  2309, 2398;  5 Del. C. 1953, §  769;  64 Del. Laws, c. 386, §  4;  64 Del. Laws, c. 461, §  1;  68 Del. Laws, c. 303, §  11;  70 Del. Laws, c. 112, §§  10, 11;  70 Del. Laws, c. 327, §  5;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 771. Foreign branch offices.

§ 771. Foreign branch offices.
(a) Any bank or trust company having a paid-in capital and surplus exceeding $1,000,000 or more may open branch offices or places of business without the State, in the United States of America, or its possessions or in any other state of the United States of America or in foreign countries upon issuance of a certificate of authority by the State Bank Commissioner and upon such conditions and under such regulations as the State Bank Commissioner may prescribe; provided, however, that the Commissioner shall be authorized to exempt from the coverage of this section such places of business or classes of places of business as the Commissioner shall find inappropriate to include in order to effectuate the purposes of this section.
(b) If any bank or trust company has opened and occupied a branch office in a foreign country pursuant to subsection (a) of this section, it may, unless otherwise advised by the State Bank Commissioner, open and occupy an additional branch office or branch offices in such country without having to apply for the approval of the Commissioner provided that it gives the Commissioner notice of at least 30 days (or such shorter period as the Commissioner in individual cases may approve) before opening and occupying any such additional branch office.
(c) The applicant shall pay to the Commissioner an investigation fee of $250, which shall not be refundable and shall be submitted with the application for the issuance of a certificate under subsections (a) or (e) of this section.
(d) Electronic devices or machines located without the State which may be utilized to accomplish banking transactions by customers of banks located within the State, by whatever arrangement, shall not be deemed to be a branch office under this section or any other provision of Delaware law, nor shall any such arrangement require approval of the State Bank Commissioner.
(e) Any corporation established under this chapter or Chapter 16 of this title or by act of the General Assembly having paid-in capital and surplus exceeding $1,000,000 may open affiliated offices or places of business inside or outside this State, in the United States of America or its possessions or in foreign countries solely to conduct activities authorized by § 761(a)(14) or § 1661(a)(14) of this title upon the issuance of a certificate of authority by the Commissioner, and upon such conditions and under such regulations as may be prescribed.
63 Del. Laws, c. 3, §  7;  63 Del. Laws, c. 255, §  2;  67 Del. Laws, c. 223, §  7;  67 Del. Laws, c. 260, §  1;  70 Del. Laws, c. 112, §  12;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 25, §§  12, 13;  73 Del. Laws, c. 22, §  2;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter IV. Powers and Prohibitions › § 772. Automated service branch.

§ 772. Automated service branch.
Any bank or resulting bank (as defined in § 795 of this title) may install or operate 1 or more automated service branches in this State without approval of, or notice to, the Commissioner.
68 Del. Laws, c. 303, §  13;  69 Del. Laws, c. 165, §  16;  71 Del. Laws, c. 19, §§  24-26;  74 Del. Laws, c. 210, §§  1-3;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 773. Definitions.

§ 773. Definitions.
As used in this subchapter:
(1) “Affiliate” means a person that directly, or indirectly through 1 or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. “Control” means beneficial ownership directly, or indirectly through 1 or more intermediaries, of more than 50 per centum of the voting securities or partnership interests in any person other than an individual.
(2) “Loans” means consumer loans for personal, property or household purposes, mortgage loans and commercial loans other than to affiliates.
(3) “Located in the State” means, with respect to state chartered banks or trust companies, banks or trust companies created under the laws of this State and, with respect to national banking associations, banks or trust companies whose principal place of business is located in this State.
(4) “Trust company powers” means all of the powers, rights, privileges and franchises incident to a trust company established under subchapter IV of this chapter, except:
a. To receive deposits subject to check or to repayment upon presentation of a passbook, certificate or deposit or other evidence of debt, or upon request of the depositor; and
b. To make loans.
63 Del. Laws, c. 261, §  3;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 774. Establishment.

§ 774. Establishment.
A corporation established under this subchapter shall be known as a limited purpose trust company. The Commissioner shall issue no certificate of public convenience and advantage with respect to any corporation proposed to be established under this chapter solely for the purpose of exercising trust company powers, excepting a corporation organized under this subchapter.
63 Del. Laws, c. 261, §  3;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 775. Powers; restrictions.

§ 775. Powers; restrictions.
(a) With respect to a limited purpose trust company, the powers conferred by subchapter IV of this chapter or otherwise by law shall be limited solely to such powers as are necessary or incidental to the performance of trust company powers.
(b) No limited purpose trust company established under this subchapter may:
(1) Amend its articles of association, charter, certificate of incorporation or bylaws by addition to its corporate purpose or powers;
(2) Merge or consolidate, except with:
a. An affiliate or affiliates; or
b. A corporation or corporations established under this subchapter;
(3) Have more than a single office within this State open to the public for the conduct of its business; or
(4) Exercise any power of appointment in a manner inconsistent with § 3548 of Title 12.
63 Del. Laws, c. 261, §  3;  73 Del. Laws, c. 37, §  2;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 776. Organization; number of incorporators.

§ 776. Organization; number of incorporators.
(a) Except as otherwise required by this subchapter, the organization of a limited purpose trust company shall be governed by subchapter II of this chapter, provided that:
(1) The articles of association of a limited purpose trust company shall specifically state that the formation of a limited purpose trust company is the purpose for which the subscribers thereto associate themselves;
(2) Any application for a certificate of public convenience and advantage made with respect to a limited purpose trust company shall plainly state on its face that the application is for such a certificate with respect to a limited purpose trust company and not for a certificate with respect to a bank or trust company; and
(3) Any certificate of public convenience and advantage issued by the Commissioner on such application shall similarly state on its face that such certificate approves the formation of a limited purpose trust company pursuant to this subchapter.
(b) The number of persons who associate themselves for the purpose of forming a limited purpose trust company shall be no less than 3, except to the extent otherwise provided in § 722 of this title for a trust company that is formed as a limited liability company.
63 Del. Laws, c. 261, §  3;  76 Del. Laws, c. 383, §  14;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 778. Violations.

§ 778. Violations.
If any limited purpose trust company is found by the Commissioner to have violated any condition of § 777(c) of this title or to have exercised powers beyond those conferred by § 775 of this title, the Commissioner shall issue an order pursuant to § 136 of this title to cease and desist such violation by a date certain. Upon a finding that the limited purpose trust company has not complied with such order, the Commissioner shall take such steps as set forth in § 131 of this title as regards violations of this Code.
63 Del. Laws, c. 261, §  3;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter V. Limited Purpose Trust Companies › § 779. Applicability of other provisions of law.

§ 779. Applicability of other provisions of law.
To the extent not inconsistent with the object, purpose, and provisions of this subchapter, a limited purpose trust company shall be subject to any section of this Code or any other statute or law of this State applicable to trust companies.
63 Del. Laws, c. 261, §  3;  68 Del. Laws, c. 303, §  14;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 781. Definitions.

§ 781. Definitions.
As used in this subchapter:
(1) “Bank” means a state or a national bank.
(2) “Continuing bank” means a merging bank, the charter of which becomes the charter of the resulting bank.
(3) “Converting bank” means a bank converted from a state to a national bank, or the reverse.
(4) “Merger” includes consolidation.
(5) “Merging bank” means a party to a merger.
(6) “National bank” means a national bank association located in this State.
(7) “Resulting bank” means the bank resulting from a merger or conversion.
(8) “State bank” means a bank or trust company chartered under the laws of this State.
5 Del. C. 1953, §  781;  49 Del. Laws, c. 126.;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 782. Merger with or conversion into national bank.

§ 782. Merger with or conversion into national bank.
(a) Nothing in the laws of this State shall restrict the right of a bank created under this chapter or Chapter 16 of this title or under any special act of the General Assembly to merge with or convert into a resulting national bank. The action to be taken by such merging or converting state bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this State, except that a vote of the holders of two thirds of each class of voting stock of a state bank shall be required for the merger or conversion, and that on conversion by a state into a national bank the rights of dissenting stockholders shall be those specified in § 788 of this title.
(b) Upon the completion of the merger or conversion, the certificate and charter of any merging or converting state bank shall automatically terminate.
(c) A resulting national bank shall be considered the same business and corporate entity as each merging bank or as the converting bank with all the property, rights, powers, duties and obligations of each merging bank or the converting bank, except as affected by the federal law and by the charter and bylaws of the resulting bank.
5 Del. C. 1953, §  782;  49 Del. Laws, c. 126;  64 Del. Laws, c. 42, §  5;  71 Del. Laws, c. 25, §  14;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 783. Merger with or conversion into state bank.

§ 783. Merger with or conversion into state bank.
Upon written approval by the State Bank Commissioner banks may be merged to result in a state bank, or a national bank may convert into a state bank as hereafter prescribed, except that the action by a national bank shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the laws of the United States which shall also govern the rights of its dissenting stockholders.
5 Del. C. 1953, §  783;  49 Del. Laws, c. 126;  57 Del. Laws, c. 740, §  19C;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 785. Merger procedure for resulting state bank.

§ 785. Merger procedure for resulting state bank.
Following the approval of the merger agreement both in substance and in form by the State Bank Commissioner, the procedure for a merger which is to result in a state bank and the legal effect of any such merger (except as regards the rights of dissenting stockholders to payment for their shares) and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title 8 for the merger or consolidation of 2 or more corporations organized under the provisions of that chapter.
5 Del. C. 1953, §  785;  49 Del. Laws, c. 126;  57 Del. Laws, c. 740, §  19E;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 786. Conversion of national banks and federal savings associations into state banks.

§ 786. Conversion of national banks and federal savings associations into state banks.
(a) Except as provided in § 789 of this title, a national bank or federal savings association (as defined in the Home Owners' Loan Act, as amended, at 12 U.S.C. § 1462) located in this State which follows the procedure prescribed by the laws of the United States to convert into a state bank may be granted a state charter with the approval of the State Bank Commissioner; provided, however, that the conversion shall be deemed approved if no action is taken by the State Bank Commissioner within 30 days after receipt of the completed application in accordance with subsection (b) of this section. Notwithstanding any other provision of this title, a state bank resulting from the conversion of a national bank or federal savings association may retain and exercise all the powers and rights of the converting national bank or federal savings association, in addition to all the powers and rights available to a state bank under this title.
(b) The national bank or federal savings association may apply for such charter by filing with the State Bank Commissioner:
(1) A certificate signed by its president and cashier and by a majority of the entire board of directors, setting forth the corporate action taken in compliance with the laws of the United States governing the conversion of a national bank or federal savings association to a state bank; and
(2) The plan of conversion and the proposed articles of incorporation, approved by the stockholders or members, for the operation of the bank as a state bank.
5 Del. C. 1953, §  786;  49 Del. Laws, c. 126;  57 Del. Laws, c. 740, §§  19F, 19G;  71 Del. Laws, c. 19, §§  28-30;  71 Del. Laws, c. 25, §  16;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 787. Use of old name.

§ 787. Use of old name.
A resulting bank shall have the right to use the name of any merging bank or of the converting bank whenever it deems it more convenient to do so.
5 Del. C. 1953, §  787;  49 Del. Laws, c. 126.;