reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1311 - Involuntary dissolution after commencement of business — receivership procedure.

524.1311 Involuntary dissolution after commencement of business — receivership procedure.
1. Under the receivership, a diligent effort shall be made to collect and realize on the assets of the state bank and to make distribution of the proceeds from time to time to those entitled thereto. The federal deposit insurance corporation may execute assignments, releases, and satisfactions to effectuate sales and transfers as receiver or after the receivership has terminated. The federal deposit insurance corporation may sell or compound all bad or doubtful debts, and may sell all the real and personal property of such state bank.
2. After the involuntary dissolution of a state bank, the superintendent shall file notice of the dissolution with the secretary of state. No fee shall be charged by the secretary of state for the filing. The corporate existence of the state bank shall cease upon filing of the notice of dissolution with the secretary of state.
[C73, §1572; C97, §1857, 1877; S13, §1857; C24, §9239, 9278; C27, §9239, 9239-a5, 9278; C31, 35, §9239, 9239-a5, 9278, 9278-c1; C39, §9239, 9239.6, 9278, 9278.1 – 9278.3; C46, 50, 54, 58, 62, 66, §528.33, 528.39, 528.77 – 528.80; C71, 73, 75, 77, 79, 81, §524.1311]
2012 Acts, ch 1017, §24, 28; 2022 Acts, ch 1062, §115
Referred to in §524.1305, 524.1310
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1312 - Distribution of assets upon insolvency.

524.1312 Distribution of assets upon insolvency.
In the distribution of the assets of a state bank which is dissolved under this chapter, or by any other method, the order of payment of the liabilities of the state bank, in the event that its assets are insufficient to pay in full all its liabilities for which claims are made, shall be:
1. The payment of costs and expenses of the administration of the dissolution.
2. The payment of claims for public funds deposited pursuant to chapter 12C and the payment of claims which are given priority by applicable statutes. If the assets are insufficient for payment of the claims in full, then priority shall be determined as specified by the statutes or, in the absence of conflicting provisions, on a pro rata basis.
3. Amounts due to depositors.
4. The payment of all other claims pro rata, exclusive of claims on capital notes and debentures.
5. The payment of capital notes and debentures.
[C73, §1572; C97, §1857, 1877; S13, §1857; C24, §9239, 9243, 9278; C27, §9239, 9239-a6, 9243, 9278; C31, 35, §9239, 9239-a6, 9243, 9278, 9278-c1; C39, §9239, 9239.7, 9243, 9278, 9278.1, 9278.2, 9278.3; C46, 50, 54, 58, 62, 66, §528.33, 528.40, 528.44, 528.77, 528.78, 528.79, 528.80; C71, 73, 75, 77, 79, 81, §524.1312]
85 Acts, ch 194, §9
Referred to in §12C.23A, 524.404, 524.1305, 524.1310
Claims entitled to priority; §680.7 – 680.9
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1313 - Involuntary dissolution after commencement of business — tender of receivership to F.D.I.C.

524.1313 Involuntary dissolution after commencement of business — tender of receivership to F.D.I.C. Repealed by 2012 Acts, ch 1017, §27, 28. See §524.1311.
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1314 - Survival of rights and remedies after dissolution or expiration — preservation of records.

524.1314 Survival of rights and remedies after dissolution or expiration — preservation of records.
1. The dissolution of a state bank, or the expiration of its period of duration, shall not take away or impair any remedy available to or against such state bank, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred prior to such dissolution or expiration, if action or other proceeding thereon is commenced within two years after the date of such dissolution or expiration. Any such action or proceeding by or against the state bank may be prosecuted or defended by the state bank in its corporate name. The shareholders, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim.
2. Subsequent to the dissolution of a state bank, other than through the adoption of a plan involving a provision for acquisition of its assets and assumption of its liabilities by another state bank, national bank, or other financial institution insured by the federal deposit insurance corporation, the superintendent may assume custody of the records of the state bank and, if so, shall retain them in accordance with the provisions of section 524.221. The superintendent may make copies of such records in accordance with the provisions of section 524.221, subsection 1.
[C71, 73, 75, 77, 79, 81, §524.1314]
95 Acts, ch 148, §107
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1401 - Authority to merge.

524.1401 Authority to merge.
1. Upon compliance with the requirements of this chapter, one or more state banks, one or more out-of-state banks, one or more national banks, one or more federal savings associations, one or more corporations, or any combination of these entities, with the approval of the superintendent, may merge into a state bank pursuant to a plan of merger.
2. Upon compliance with the requirements of this chapter, one or more state banks may merge into a national bank, federal savings association, or out-of-state bank. The authority of a state bank to merge into a national bank or federal savings association is subject to the condition that at the time of the transaction the laws of the United States shall authorize a national bank or federal savings association located in this state, without approval by the comptroller of the currency of the United States, to merge into a state bank under limitations no more restrictive than those contained in this chapter with respect to the merger of a state bank into a national bank or federal savings association. The authority of a state bank to merge into an out-of-state bank is subject to the condition that at the time of the transaction the laws of the home state of the resulting bank shall authorize a bank organized under the laws of such home state, without approval by the home state’s bank regulatory authority, to merge into a state bank under limitations no more restrictive than those contained in this chapter with respect to the merger of a state bank into an out-of-state bank.
3. As used in this section, the term “merger” or “merge” means any plan by which the assets and liabilities of an entity are combined with those of one or more other entities, including transactions in which one of the corporate entities survives and transactions in which a new corporate entity is created.
[C54, 58, 62, 66, §528B.1 – 528B.3; C71, 73, 75, 77, 79, 81, §524.1401]
95 Acts, ch 148, §108; 2012 Acts, ch 1017, §109; 2022 Acts, ch 1062, §116
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1403 - Approval of merger by superintendent.

524.1403 Approval of merger by superintendent.
1. Upon receipt of an application for approval of a merger and of the supporting items required by section 524.1402, subsection 3, the superintendent shall conduct such investigation as the superintendent deems necessary to ascertain the following:
a. The articles of merger and supporting items satisfy the requirements of this chapter.
b. The plan of merger and any modification of the plan of merger adequately protects the interests of depositors, other creditors, and shareholders.
c. The requirements for a merger under all applicable laws have been satisfied and the resulting state bank would satisfy the requirements of this chapter with respect to it.
d. The merger would be consistent with adequate and sound banking and in the public interest on the basis of the financial history and condition of the parties to the plan, including the adequacy of the capital structure of the resulting state bank, the character of the management of the resulting state bank, the potential effect of the merger on competition, and the convenience and needs of the area primarily to be served by the resulting state bank, particularly the resulting state bank’s plans to accept deposits from, lend money in, and process payments in the area primarily to be served by the resulting state bank.
2. a. Within one hundred eighty days after acceptance of the application for processing, or within an additional period of not more than sixty days after receipt of an amendment of the application, the superintendent shall approve or disapprove the application on the basis of the investigation. The plan of merger shall not be modified at any time after approval of the application by the superintendent.
b. As a condition of receiving the decision of the superintendent with respect to the pending application, the parties to the plan of merger shall reimburse the superintendent for all the expenses incurred in connection with the application. The superintendent shall give to the parties to the plan of merger written notice of the decision and, in the event of disapproval, a statement of the reasons for the decision. The decision of the superintendent shall be subject to judicial review pursuant to chapter 17A.
[C54, 58, 62, 66, §528B.4; C71, 73, 75, 77, 79, 81, §524.1403]
92 Acts, ch 1161, §6; 95 Acts, ch 148, §110; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §118
Referred to in §524.1303, 524.1402
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1404 - Procedure after approval by the superintendent — issuance of certificate of merger.

524.1404 Procedure after approval by the superintendent — issuance of certificate of merger.
If applicable state or federal laws require the approval of the merger by a federal or state agency, the superintendent may withhold delivery of the approved articles of merger until the superintendent receives notice of the decision of such agency. If the final approval of the agency is not given within six months of the superintendent’s approval, the superintendent shall notify the parties to the plan of merger that the approval of the superintendent has been rescinded for that reason. If such agency gives its approval, the superintendent shall deliver the articles of merger, with the superintendent’s approval indicated on the articles, to the secretary of state, and shall notify the parties to the plan of merger. The receipt of the approved articles of merger by the secretary of state constitutes filing of the articles of merger with that office. On the date upon which the merger is effective the secretary of state shall issue a certificate of merger and send the same to the resulting state bank and a copy of the certificate of merger to the superintendent.
[C54, 58, 62, 66, §528B.6; C71, 73, 75, 77, 79, 81, §524.1404]
95 Acts, ch 148, §111; 2022 Acts, ch 1062, §119
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1405 - Effect of merger.

524.1405 Effect of merger.
1. The merger is effective upon the filing of the articles of merger with the secretary of state, or at any later date and time as specified in the articles of merger. The certificate of merger is conclusive evidence of the performance of all conditions precedent to the merger, and of the existence or creation of the resulting state bank, except as against the state.
2. When a merger takes effect, all of the following apply:
a. Every other financial institution to the merger merges into the surviving financial institution and the separate existence of every party except the surviving financial institution ceases.
b. All property owned by, and every contract right possessed by, each financial institution or other authorized entity that is a party to the merger, other than the resulting bank, are the property and contract rights of the resulting bank without transfer, reversion, or impairment.
c. All debts, obligations, and other liabilities of each financial institution or other authorized entity that is a party to the merger, other than the resulting bank, are debts, obligations, or liabilities of the resulting bank.
d. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger.
e. For a resulting state bank, the articles of incorporation of the resulting state bank are amended to the extent provided in the articles of merger.
f. The articles of incorporation of a resulting state bank that is created by the merger become effective.
g. The shares of each financial institution or authorized entity that is a party to the merger, that are to be converted in accordance with the terms of the merger into any combination of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property, are converted, and the former holders of such shares are entitled only to the rights provided in the articles of merger or to their rights under section 524.1406.
h. Except as provided by law or the terms of the merger, all the rights, privileges, franchises, and immunities of each financial institution or other authorized entity that is a party to the merger, other than the resulting bank, are the rights, privileges, franchises, and immunities of the resulting bank.
3. Upon request, the superintendent shall expressly revoke the authorization to do business of any state bank that is a party to the merger, other than the resulting state bank, and shall return the physical copy of such state bank’s authorization to do business in a manner clearly indicating that the authorization has been revoked.
[C54, 58, 62, 66, §528B.6, 528B.8; C71, 73, 75, 77, 79, 81, §524.1405]
95 Acts, ch 148, §112, 113; 98 Acts, ch 1036, §4; 2004 Acts, ch 1141, §70; 2022 Acts, ch 1062, §120, 121
Subsection 2 stricken and rewritten
NEW subsection 3
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1406 - Appraisal rights of shareholders.

524.1406 Appraisal rights of shareholders.
1. A shareholder of a state bank, which is a party to a proposed plan of merger which will result in a state bank subject to this chapter, who objects to the plan of merger is entitled to appraisal rights as provided in chapter 490, subchapter XIII.
2. If a shareholder of a national bank which is a party to a proposed plan of merger which will result in a state bank, or a shareholder of a state bank which is a party to a plan of merger which will result in a national bank, objects to the plan of merger and complies with the requirements of the applicable laws of the United States, the resulting state bank or national bank, as the case may be, is liable for the value of the shareholder’s shares as determined in accordance with such laws of the United States.
[C54, 58, 62, 66, §528B.9; C71, 73, 75, 77, 79, 81, §524.1406]
90 Acts, ch 1205, §47; 95 Acts, ch 148, §114; 99 Acts, ch 162, §1; 99 Acts, ch 208, §59; 2000 Acts, ch 1211, §3; 2002 Acts, ch 1154, §116, 125; 2008 Acts, ch 1119, §11; 2010 Acts, ch 1138, §57; 2011 Acts, ch 34, §121; 2014 Acts, ch 1001, §4; 2014 Acts, ch 1076, §20; 2019 Acts, ch 24, §104; 2022 Acts, ch 1062, §122
Referred to in §524.1405
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1408 - Merger of corporation or limited liability company substantially owned by a state bank.

524.1408 Merger of corporation or limited liability company substantially owned by a state bank.
A state bank owning at least ninety percent of the outstanding shares, of each class, of another corporation or limited liability company which it is authorized to own under this chapter may merge the other corporation or limited liability company into itself without approval by a vote of the shareholders of either the state bank or the subsidiary corporation or limited liability company. The board of directors of the state bank shall approve a plan of merger, mail the plan of merger to shareholders of record of the subsidiary corporation or holders of membership interests in the subsidiary limited liability company, and prepare and execute articles of merger in the manner provided for in section 490.1105. The articles of merger, together with the applicable filing fees, shall be delivered to the superintendent who shall, if the superintendent approves of the proposed merger and if the superintendent finds the articles of merger satisfy the requirements of this section, deliver them to the secretary of state for filing in the secretary of state’s office. The secretary of state upon filing the articles of merger shall issue a certificate of merger and send the certificate to the state bank and a copy of it to the superintendent.
[C71, 73, 75, 77, 79, 81, §524.1408]
90 Acts, ch 1205, §48; 95 Acts, ch 148, §115; 2002 Acts, ch 1154, §117, 125; 2004 Acts, ch 1141, §71; 2005 Acts, ch 3, §87; 2022 Acts, ch 1062, §123
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1409 - Conversion of national bank, federal savings association, out-of-state bank, or state or federally chartered credit union into state bank.

524.1409 Conversion of national bank, federal savings association, out-of-state bank, or state or federally chartered credit union into state bank.
A national bank or federal savings association, an out-of-state bank, or a state or federally chartered credit union may, subject to the provisions of this chapter, convert into a state bank upon authorization by and compliance with the laws of the United States, adoption of a plan of conversion by the affirmative vote of at least a majority of its directors and the holders of two-thirds of each class of its shares at a meeting held upon not less than ten days’ notice to all shareholders, and upon approval of the superintendent.
[C54, 58, 62, 66, §528B.3, 528B.7; C71, 73, 75, 77, 79, 81, §524.1409]
98 Acts, ch 1036, §5; 2007 Acts, ch 88, §8; 2012 Acts, ch 1017, §110; 2022 Acts, ch 1062, §124
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1410 - Application for approval by superintendent.

524.1410 Application for approval by superintendent.
A national bank or federal savings association, out-of-state bank, or a state or federally chartered credit union shall make an application to the superintendent for approval of the conversion in a manner prescribed by the superintendent and shall deliver to the superintendent, when available:
1. Articles of conversion.
2. The applicable fee payable to the secretary of state, under section 490.122, for the filing of the articles of conversion.
[C54, 58, 62, 66, §528B.7; C71, 73, 75, 77, 79, 81, §524.1410]
90 Acts, ch 1205, §49; 98 Acts, ch 1036, §6; 2007 Acts, ch 88, §9; 2012 Acts, ch 1017, §111; 2022 Acts, ch 1062, §125
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1411 - Articles of conversion.

524.1411 Articles of conversion.
The articles of conversion shall be signed by two duly authorized officers of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union, and shall contain all of the following:
1. The name of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union, and the name of the resulting state bank.
2. The location and post office address of its principal place of business and of each additional office, and the location and post office address of the principal place of business of the resulting state bank and of each additional office to be maintained by the resulting state bank.
3. The votes by which the plan of conversion was adopted and the date and place of each meeting in connection with the adoption.
4. The number of directors constituting the board of directors, and the names and addresses of the persons who are to serve as directors until the next annual meeting of shareholders or until successors be elected and qualify.
5. The provisions required in the articles of incorporation by section 524.302, subsection 1, paragraphs “c” and “d”, and section 524.302, subsection 2, paragraph “b”.
[C54, 58, 62, 66, §528B.4; C71, 73, 75, 77, 79, 81, §524.1411]
95 Acts, ch 148, §116; 98 Acts, ch 1036, §7, 8; 2007 Acts, ch 88, §10; 2012 Acts, ch 1017, §112, 113; 2013 Acts, ch 30, §131; 2022 Acts, ch 1062, §126, 127
Unnumbered paragraph 1 amended
Subsection 1 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1413 - Approval of conversion by superintendent.

524.1413 Approval of conversion by superintendent.
1. Upon acceptance for processing of an application for approval of a conversion, the superintendent shall conduct such investigation as the superintendent deems necessary to ascertain the following:
a. The articles of conversion and supporting items satisfy the requirements of this chapter.
b. The plan adequately protects the interests of depositors.
c. The requirements for a conversion under all applicable laws have been satisfied and the resulting state bank would satisfy the requirements of this chapter applicable to it.
d. The resulting state bank will possess an adequate capital structure.
2. Within ninety days after the application has been accepted for processing, the superintendent shall approve or disapprove the application on the basis of the investigation. As a condition of receiving the decision of the superintendent with respect to the application, the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union shall reimburse the superintendent for all expenses incurred in connection with the application. The superintendent shall give the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union written notice of the decision and, in the event of disapproval, a statement of the reasons for the decision. If the superintendent approves the application, the superintendent shall deliver the articles of conversion, with the superintendent’s approval indicated on the articles of conversion, to the secretary of state. The decision of the superintendent shall be subject to judicial review pursuant to chapter 17A. Notwithstanding the terms of the Iowa administrative procedure Act, chapter 17A, a petition for judicial review must be filed within thirty days after the superintendent notifies the national bank or federal savings association of the superintendent’s decision.
[C54, 58, 62, 66, §528B.4; C71, 73, 75, 77, 79, 81, §524.1413]
95 Acts, ch 148, §118; 98 Acts, ch 1036, §11; 2007 Acts, ch 88, §12; 2013 Acts, ch 90, §161; 2022 Acts, ch 1062, §128
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1414 - Receipt by secretary of state.

524.1414 Receipt by secretary of state.
The receipt of the approved articles of conversion by the secretary of state constitutes filing of the articles of conversion with that office.
[C54, 58, 62, 66, §528B.6; C71, 73, 75, 77, 79, 81, §524.1414]
95 Acts, ch 148, §119; 2022 Acts, ch 1062, §129
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1415 - Effect of filing of articles of conversion with secretary of state.

524.1415 Effect of filing of articles of conversion with secretary of state.
1. The conversion is effective upon the filing of the articles of conversion with the secretary of state, or at any later date and time as specified in the articles of conversion. The acknowledgment of filing is conclusive evidence of the performance of all conditions required by this chapter for conversion of a national bank or federal savings association, out-of-state bank, or state or federally chartered credit union into a state bank, except as against the state.
2. When a conversion becomes effective, the existence of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union shall continue in the resulting state bank which shall have all the property, rights, powers, and duties of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union, except that the resulting state bank shall have only the authority to engage in such business and exercise such powers as it would have, and shall be subject to the same prohibitions and limitations to which it would be subject, upon original incorporation under this chapter. The articles of incorporation of the resulting state bank shall be the provisions stated in the articles of conversion.
3. A liability of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union, or of the national bank’s or federal savings association’s, out-of-state bank’s, or state or federally chartered credit union’s shareholders, directors, or officers, is not affected by the conversion. A lien on any property of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union is not impaired by the conversion. A claim existing or action pending by or against the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union may be prosecuted to judgment as if the conversion had not taken place, or the resulting state bank may be substituted in its place.
4. The title to all real estate and other property owned by the converting national bank or federal savings association, out-of-state bank, or state or federally chartered credit union is vested in the resulting state bank without reversion or impairment.
[C54, 58, 62, 66, §528B.6, 528B.8; C71, 73, 75, 77, 79, 81, §524.1415]
95 Acts, ch 148, §120, 121; 96 Acts, ch 1034, §51; 98 Acts, ch 1036, §12; 2007 Acts, ch 88, §13; 2012 Acts, ch 1017, §116; 2022 Acts, ch 1062, §130
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1416 - Authority for conversion of state bank into national bank or federal savings association.

524.1416 Authority for conversion of state bank into national bank or federal savings association.
1. A state bank may convert into a national bank or federal savings association by compliance with the laws of the United States, and adoption of a plan of conversion by the affirmative vote of at least a majority of its directors and the holders of two-thirds of each class of its shares at a meeting held upon not less than ten days’ notice to all shareholders. The authority of a state bank to convert into a national bank or federal savings association shall be subject to the condition that at the time of the transaction, the laws of the United States shall authorize a national bank or federal savings association located in this state, without approval by the comptroller of the currency of the United States or director of the office of thrift supervision, as applicable, to convert into a state bank under limitations and conditions no more restrictive than those contained in this section and section 524.1417 with respect to conversion of a state bank into a national bank or federal savings association.
2. A state bank which converts into a national bank or federal savings association shall notify the superintendent of the proposed conversion, provide such evidence of the adoption of the plan as the superintendent may request, notify the superintendent of any abandonment or disapproval of the plan, and file with the superintendent and with the secretary of state a certificate of the approval of the conversion by the comptroller of the currency of the United States or director of the office of thrift supervision, as applicable, and the date upon which such conversion is to become effective. A state bank that converts into a national bank or federal savings association shall comply with the provisions of section 524.310, subsection 1.
3. Upon request, the superintendent shall expressly revoke the authorization to do business of any state bank that converts into a national bank or federal savings association pursuant to this section and shall return the physical copy of such state bank’s authorization to do business in a manner clearly indicating that the authorization has been revoked.
[C54, 58, 62, 66, §528B.2; C71, 73, 75, 77, 79, 81, §524.1416]
98 Acts, ch 1036, §13; 2004 Acts, ch 1141, §30; 2006 Acts, ch 1010, §149; 2007 Acts, ch 88, §14; 2012 Acts, ch 1017, §117; 2022 Acts, ch 1062, §131
NEW subsection 3
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1417 - Appraisal rights of shareholder of converting state or national bank or federal savings association.

524.1417 Appraisal rights of shareholder of converting state or national bank or federal savings association.
1. A shareholder of a state bank that converts into a national bank or federal savings association who objects to the plan of conversion is entitled to appraisal rights as provided in chapter 490, subchapter XIII.
2. If a shareholder of a national bank, federal savings association, or out-of-state bank, or a member of a state or federally chartered credit union, that converts into a state bank objects to the plan of conversion and complies with the requirements of applicable laws of the United States, the resulting state bank is liable for the value of the shares as determined in accordance with such laws of the United States.
[C54, 58, 62, 66, §528B.9; C71, 73, 75, 77, 79, 81, §524.1417]
95 Acts, ch 148, §122, 123; 98 Acts, ch 1036, §14; 2002 Acts, ch 1154, §118, 125; 2007 Acts, ch 88, §15; 2012 Acts, ch 1017, §118; 2019 Acts, ch 24, §104; 2022 Acts, ch 1062, §132
Referred to in §524.1416
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1418 - Succession to fiduciary accounts and appointments — application for appointment of new fiduciary.

524.1418 Succession to fiduciary accounts and appointments — application for appointment of new fiduciary.
The provisions of section 524.1009 apply to a resulting state or national bank or federal savings association after a conversion with the same effect as though the state or national bank or federal savings association were a party to a plan of merger, and the conversion were a merger, within the provisions of that section.
[C54, 58, 62, 66, §528B.10; C71, 73, 75, 77, 79, 81, §524.1418]
95 Acts, ch 148, §124; 98 Acts, ch 1036, §15; 2007 Acts, ch 88, §16; 2012 Acts, ch 1017, §119
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1419 - Offices of a resulting state bank.

524.1419 Offices of a resulting state bank.
If a merger or conversion results in a state bank subject to the provisions of this chapter, the resulting state bank, after the effective date of the merger or conversion, shall be subject to the provisions of sections 524.1201 and 524.1203 relating to the bank offices.
[C71, 73, 75, 77, 79, 81, §524.1419]
89 Acts, ch 257, §25; 95 Acts, ch 148, §125; 2001 Acts, ch 4, §8, 11
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1420 - Nonconforming assets of resulting state bank.

524.1420 Nonconforming assets of resulting state bank.
If a merger or conversion results in a state bank subject to the provisions of this chapter, and the resulting state bank has assets which do not conform with the provisions of this chapter, the superintendent may allow the resulting state bank a reasonable time to conform with state law.
[C54, 58, 62, 66, §528B.11; C71, 73, 75, 77, 79, 81, §524.1420]
95 Acts, ch 148, §126
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1421 - Mutual to stock conversions.

524.1421 Mutual to stock conversions.
1. A mutual corporation, a mutual holding company, a federal mutual association, or a federal mutual holding company, subject to the provisions of this chapter, may convert into a stock corporation that is either a state bank or a state bank mutual bank holding company upon approval of the superintendent.
2. A mutual corporation, a mutual holding company, a federal mutual association, or a federal mutual holding company shall make an application to the superintendent for approval of the conversion in a manner prescribed by the superintendent and shall deliver to the superintendent, when available, the following:
a. Articles of conversion.
b. A business plan addressing factors prescribed by the superintendent.
c. Proof of publication of the notice required by section 524.1422.
d. The applicable fee payable to the secretary of state, under section 490.122, for the filing of the articles of conversion.
3. The superintendent may adopt rules governing mutual to stock conversions.
2012 Acts, ch 1017, §14, 18; 2022 Acts, ch 1062, §133
Subsection 2, paragraph d amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1422 - Notice of mutual to stock conversion.

524.1422 Notice of mutual to stock conversion.
Within thirty days after an application for conversion has been accepted for processing, the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company shall publish a notice of the delivery of the articles of conversion to the superintendent in a newspaper of general circulation published in the municipal corporation or unincorporated area in which the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company has its principal place of business, or if there is none, a newspaper of general circulation published in the county, or in a county adjoining the county, in which the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company has its principal place of business. A copy of the notice shall also be posted on the internet site of the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company for at least thirty days. The notice shall set forth the information required by the superintendent.
2012 Acts, ch 1017, §15, 18; 2022 Acts, ch 1062, §134
Referred to in §524.1421
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1501 - Authority to amend.

524.1501 Authority to amend.
A state bank, with the approval of the superintendent and in the manner provided in this chapter, may amend its articles of incorporation in order to make any change in the articles of incorporation so long as the articles of incorporation as amended contain only provisions as might be lawfully contained in the original articles of incorporation at the time of making the amendment.
[C35, §9283-f14; C39, §9283.42; C46, 50, 54, 58, 62, 66, §528.127; C71, 73, 75, 77, 79, 81, §524.1501]
95 Acts, ch 148, §127
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1502 - Procedure to amend.

524.1502 Procedure to amend.
1. An amendment of the articles of incorporation shall be proposed by adoption of a resolution by the board of directors, directing that it be submitted to a vote at a meeting of shareholders called in the manner required by section 524.533.
2. The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles of incorporation as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles of incorporation. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required for the vote of the shareholders.
3. Adoption of each amendment shall require the affirmative vote of the holders of a majority of the shares entitled to vote thereon and, if any class or series is entitled to vote on the amendment as a separate group, the affirmative vote of the holders of a majority of the shares of each class or series entitled to vote on the amendment by that separate group.
[C35, §9283-f11, -f12, -f13; C39, §9283.39, 9283.40, 9283.41; C46, 50, 54, 58, 62, 66, §528.124, 528.125, 528.126; C71, 73, 75, 77, 79, 81, §524.1502]
2022 Acts, ch 1062, §135
Referred to in §524.312
Subsection 3 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1503 - Voting on amendments by voting groups.

524.1503 Voting on amendments by voting groups.
1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment if the amendment would do any of the following:
a. Increase or decrease the aggregate number of authorized shares of the class.
b. Increase or decrease the par value of the shares of the class.
c. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class or effects a cancellation of all or part of the shares of the class.
d. Effect an exchange or reclassification, or creates the right of exchange, of all or part of the shares of another class into shares of that class.
e. Change the designation, rights, preferences, or limitations of all or part of the shares of the class.
f. Change the shares of all or part of the class into a different number of shares of the same class.
g. Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
h. Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
i. Limit or deny an existing preemptive right of all or part of the shares of the class.
j. Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
2. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection 1, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
3. If a proposed amendment that entitles two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment.
4. A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
[C71, 73, 75, 77, 79, 81, §524.1503]
95 Acts, ch 148, §128; 2022 Acts, ch 1062, §136
Subsections 1, 3, and 4 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1504 - Articles of amendment.

524.1504 Articles of amendment.
1. Upon the adoption of an amendment, articles of amendment shall be prepared on forms prescribed by the superintendent, signed by two duly authorized officers of the state bank and shall contain:
a. The name of the state bank.
b. The location of its principal place of business.
c. The text of each amendment adopted.
d. The place and date of the meeting of shareholders at which the amendment was adopted, and the kind and period of notice given to the shareholders.
e. For a state bank incorporated as a stock corporation, the number of shares entitled to vote on the amendment, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each class. For a mutual corporation, the number of member votes entitled to be cast.
f. The number of shares or member votes voted for and against such amendment, respectively, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against such amendment.
2. The articles of amendment shall be delivered to the superintendent together with the applicable fees for the filing of the articles of amendment.
[C71, 73, 75, 77, 79, 81, §524.1504]
95 Acts, ch 148, §129; 2012 Acts, ch 1017, §16, 18; 2022 Acts, ch 1062, §137, 138
Referred to in §524.312, 524.1505
Subsection 1, paragraphs c and e amended
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1505 - Approval of articles of amendment.

524.1505 Approval of articles of amendment.
1. Upon receipt of the articles of amendment the superintendent shall conduct such investigation as the superintendent may deem necessary to determine whether the articles of amendment satisfy the requirements of section 524.1504 and whether the amendment, if effected, will in any way prejudice the interests of the depositors of the state bank.
2. Within sixty days after receipt of the articles of amendment the superintendent shall approve or disapprove the articles of amendment on the basis of the investigation. If the superintendent shall approve the articles of amendment, the superintendent shall deliver them with the written approval to the secretary of state and notify the state bank of the action. If the superintendent shall disapprove the articles of amendment, the superintendent shall give written notice to the state bank of the disapproval and a statement of the reasons for the decision. The decision of the superintendent shall be subject to judicial review in accordance with the terms of the Iowa administrative procedure Act, chapter 17A. Notwithstanding the terms of said Act, such a petition for judicial review must be filed within thirty days after the superintendent notifies the state bank of the decision.
[C71, 73, 75, 77, 79, 81, §524.1505]
2003 Acts, ch 44, §114
Referred to in §524.1508
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1506 - Certificate of amendment.

524.1506 Certificate of amendment.
1. The secretary of state upon the filing of the articles of amendment shall issue a certificate of amendment and send the same to the state bank.
2. Upon the issuance of the certificate of amendment by the secretary of state, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.
[C71, 73, 75, 77, 79, 81, §524.1506]
95 Acts, ch 148, §130; 2022 Acts, ch 1062, §139
Referred to in §524.312
Subsection 1 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1510 - Effect of amendment.

524.1510 Effect of amendment.
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the state bank, a proceeding to which the state bank is a party, or the existing rights of persons other than shareholders of the state bank. An amendment changing the state bank’s name does not abate a proceeding brought by or against the state bank in its former name.
95 Acts, ch 148, §133
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1601 - Penalties and criminal provisions applicable to directors, officers, and employees of state banks and bank holding companies.

524.1601 Penalties and criminal provisions applicable to directors, officers, and employees of state banks and bank holding companies.
1. A director, officer, or employee of a state bank or bank holding company who willfully violates any of the provisions of section 524.612, subsection 2; section 524.613; section 524.706, subsection 1, insofar as such subsection incorporates section 524.612, subsection 2; or section 524.710, shall be guilty of a serious misdemeanor, and, in the following circumstances, shall pay an additional fine or fines equal to:
a. The amount of money or the value of the property which the director, officer, or employee received for procuring, or attempting to procure, a loan, extension of credit, or investment by the state bank or bank holding company, upon conviction of a violation of section 524.613 or of section 524.710.
b. The amount by which the director’s or executive officer’s deposit account in the state bank or bank holding company is overdrawn, in violation of
12 C.F.R. §215.4(e)
.
c. The amount of any profit which the director, officer, or employee receives on the transaction, upon conviction of a violation of section 524.612, subsection 2, or of section 524.706, subsection 1, insofar as each applies to purchases from and sales to a state bank or bank holding company upon terms more favorable to such director, officer, or employee than those offered to other persons.
d. The amount of profit, fees, or other compensation received, upon conviction of a violation of section 524.710, subsection 2.
2. A director or officer who willfully makes or receives a loan in violation of
12 C.F.R. §215.4
or
215.5
, shall be guilty of a serious misdemeanor and shall be subject to an additional fine equal to that amount of the loan in excess of the limitation imposed by such regulations, and shall be forever disqualified from acting as a director or officer of any state bank or bank holding company.
3. A director, officer, or employee of a state bank or bank holding company who willfully makes or receives a loan or extension of credit of funds held by the state bank or bank holding company as fiduciary, in violation of section 524.1002, subsection 4, shall be guilty of a serious misdemeanor and shall be subject to a further fine equal to the amount of the loan or extension of credit made in violation of section 524.1002, subsection 4, and shall be forever disqualified from acting as a director, officer, or employee of any state bank or bank holding company.
4. A director, officer, or employee of a state bank or bank holding company who willfully violates, or participates in the violation of, section 524.814, or section 524.819, shall be guilty of a serious misdemeanor.
[C97, S13, §1869; C24, 27, 31, 35, 39, §9221; C46, 50, 54, 58, 62, 66, §528.7, 528.63; C71, 73, 75, 77, 79, 81, §524.1601]
98 Acts, ch 1036, §16; 2006 Acts, ch 1015, §9; 2007 Acts, ch 22, §93; 2015 Acts, ch 29, §83; 2017 Acts, ch 138, §8, 9
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1602 - Penalties applicable to state bank.

524.1602 Penalties applicable to state bank.
The superintendent may impose a penalty on a state bank of up to one thousand dollars for each day:
1. That it holds investments for its own account in bonds or securities in violation of section 524.901.
2. On which it accepts and holds drafts in violation of section 524.903.
3. On which it has money loaned, credit extended, or holds discounted or purchased evidences of indebtedness or agreements for the payment of money, in violation of sections 524.904, 524.905, and 524.907.
4. On which it has money loaned, invested or is otherwise in violation of section 524.1102 or 524.1104.
5. On which it publishes, disseminates, or distributes any advertising containing any false, misleading, or deceptive statements concerning rates, terms, and conditions on which loans are made or deposits are received, in violation of section 524.1606.
[C71, 73, 75, 77, 79, 81, §524.1602]
84 Acts, ch 1067, §42; 2006 Acts, ch 1015, §10; 2020 Acts, ch 1063, §304; 2021 Acts, ch 80, §338
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.1603 - Engaging in business unlawfully.

524.1603 Engaging in business unlawfully.
1. Any person who willfully engages in the business of receiving money for deposit or transacts the business generally done by banks, or who willfully establishes a place of business for such purposes, in violation of section 524.107, subsection 1, shall be guilty of a serious misdemeanor.
2. The superintendent may impose a penalty on a state bank of up to one thousand dollars for each day that it violates the provisions of section 524.1201.
[C97, S13, §1889; C24, 27, 31, 35, 39, §9151, 9260; C46, 50, 54, 58, 62, 66, §524.25, 528.53; C71, 73, 75, 77, 79, 81, §524.1603]
2006 Acts, ch 1015, §11