2023 Illinois Compiled Statutes › Chapter 205 - FINANCIAL REGULATION › 205 ILCS 205/ - Savings Bank Act. › Article 2 - Holding Companies

(205 ILCS 205/Art. 2 heading)
ARTICLE 2.  
		Holding Companies
(205 ILCS 205/2001) (from Ch. 17, par. 7302-1)
Sec. 2001. 
		
		Unless the context otherwise requires, as used in this
Article, the terms defined in the Sections following this Section and
preceding Section 2002 shall have the meanings therein given.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.05) (from Ch. 17, par. 7302-1.05)
Sec. 2001.05. 
		
		"Savings bank holding company" means any company
that directly or indirectly or acting in concert with one or more
other persons or through one or more subsidiaries, owns, controls,
or holds with power to vote, or holds proxies representing more
than 25% of the voting shares or rights of any savings bank or
savings bank holding company or controls in any manner whether by
holding of proxies or otherwise, the election of a majority of the
directors of any savings bank or savings bank holding company.
Notwithstanding the foregoing, no company shall be deemed to have
control of or over a savings bank or holding company by virtue of
the following:
(1) its ownership or control of shares in a fiduciary     capacity arising in the ordinary course of its business;
(2) its ownership or control of shares acquired by it     in connection with its underwriting of securities that are held only for that period of time as will permit the sale thereof upon a reasonable basis;
(3) its holding any shares as collateral taken in the     ordinary course of securing a debt or other obligation;
(4) its ownership or control of shares acquired in     the ordinary course of collecting a debt or other obligation previously contracted in good faith, until 5 years after the date acquired;
(5) its voting rights with respect to shares of any     savings bank or holding company acquired in the course of a proxy solicitation in the case of a company formed and operated for the sole purpose of participating in a proxy solicitation.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.10) (from Ch. 17, par. 7302-1.10)
Sec. 2001.10. 
		
		An "Illinois savings bank holding company" means a
savings bank holding company whose principal place of business is
in Illinois and that is not controlled, directly or indirectly,
by another savings bank holding company whose principal place of
business is outside Illinois.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.15) (from Ch. 17, par. 7302-1.15)
Sec. 2001.15. 
		
		An "out-of-state savings bank holding company" means a
savings bank holding company whose principal place of business is
in a state other than Illinois and that is not controlled,
directly or indirectly, by another savings bank holding company
whose principal place of business is outside of the Geographic Area.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.20) (from Ch. 17, par. 7302-1.20)
Sec. 2001.20. 
		
		"Geographic Area"  means those states in which a savings
bank holding company is permitted to acquire an Illinois savings bank or an
Illinois savings bank holding company.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.25) (from Ch. 17, par. 7302-1.25)
Sec. 2001.25. 
		
		"Principal place of business" of a savings bank holding
company means the state in which the total deposits of all offices
of all subsidiaries are the largest as shown by the most recent
reports of condition filed with state or federal regulatory authorities.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.30) (from Ch. 17, par. 7302-1.30)
Sec. 2001.30. 
		
		"Subsidiary of an individual or company" is any
company that is controlled by a person or by a company that
is a subsidiary of a person by virtue of this Article.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.35) (from Ch. 17, par. 7302-1.35)
Sec. 2001.35. 
		
		(a) "Control" shall mean
either ownership of stock, or the power to vote and dispose of stock in a
manner that directly or indirectly causes changes in savings bank
management, ownership, structure, or policies.  Any change in ownership of
stock, or of rights related to stock, that would result in direct or
indirect ownership of 20%, or of a lesser amount that would entitle the
holder to elect one director shall be presumed to be a change of control.
Any change in ownership must be approved by the Commissioner.
(b) Notwithstanding the provisions of this Section, the Commissioner may
define "control" by rule and regulation, in a manner to ensure uniformity
with federal law, regulation, and usage.
(Source: P.A. 86-1213.)
(205 ILCS 205/2001.40)
Sec. 2001.40. Company. "Company" means any corporation, limited liability company, partnership, joint venture, trust, estate, association, or unincorporated association.
(Source: P.A. 96-585, eff. 8-18-09.)
(205 ILCS 205/2002) (from Ch. 17, par. 7302-2)
Sec. 2002. 
		
		Each savings bank holding company and each subsidiary
thereof shall register with the Commissioner within 180 days after
the effective date of this Act or within 90 days after becoming a
savings bank holding company, whichever is later.  Each savings
bank holding company and each subsidiary thereof shall register on
those forms as may be prescribed by the Commissioner which shall
include information with respect to the financial conditions,
ownership, management, and intercompany relations of the holding
company and its subsidiaries and related matters as the
Commissioner may deem necessary or appropriate to carry out the
purposes of this Act.
(Source: P.A. 86-1213.)
(205 ILCS 205/2003) (from Ch. 17, par. 7302-3)
Sec. 2003. 
		
		With respect to each savings bank holding company and
each subsidiary thereof the following shall apply:
(1) Each savings bank holding company and each subsidiary
thereof shall file with the Commissioner reports as required by the
Commissioner.  The form of the reports shall be prescribed by the
Commissioner and may require whatever information he deems
necessary concerning the operations of each savings bank holding
company and subsidiary.
(2) Each savings bank holding company shall maintain those
books and records as may be prescribed by the Commissioner.
(3) Each savings bank holding company and each subsidiary
thereof shall be subject to examination as the Commissioner
shall prescribe.
(4) Each savings bank holding company under this Article may
engage in activities prescribed by the Commissioner by regulation.
(5) Each savings bank holding company operating under this
Act shall be assessed fees and charges by the Commissioner as
necessary to cover the cost of its examination and supervision
under this Act.  The holding company shall pay these fees and
charges promptly.  The Commissioner is empowered to issue
rules and regulations to establish fees to support
registration, examination and supervision under this Act.
(Source: P.A. 86-1213.)
(205 ILCS 205/2004) (from Ch. 17, par. 7302-4)
Sec. 2004. 
		
		Subject to the regulation of the Commissioner, a savings
bank holding company may acquire control of a subsidiary savings
bank or any holding company upon application to and with the prior
written approval of the Commissioner.  The application shall be in
the form prescribed by the Commissioner and contain
information as will enable the Commissioner to determine whether
the acquisition is consistent with the interest of maintaining a
sound financial system and whether the proposed acquisition
does not afford a basis for supervisory objection.
(Source: P.A. 86-1213.)
(205 ILCS 205/2005) (from Ch. 17, par. 7302-5)
Sec. 2005. 
		
		No savings bank holding company, other than an Illinois
savings bank holding company, may control or own more than 5% of
the voting shares or rights of any Illinois savings bank or
Illinois savings bank holding company unless the holding company
is an out-of-state savings bank holding company and the laws of the
state that is the principal place of business of the out-of-state savings
bank holding company expressly authorize an Illinois
savings bank holding company to acquire a savings bank or savings
bank holding company in that state under qualifications and
conditions that are not unduly restrictive when compared to those
imposed by the laws of Illinois, as determined by the Commissioner.
(Source: P.A. 86-1213.)
(205 ILCS 205/2006) (from Ch. 17, par. 7302-6)
Sec. 2006. 
		
		An Illinois savings bank holding company may control
or own more than 5% of the voting shares or rights of a savings bank
or savings bank holding company only if the principal place of
business of the savings bank or savings bank holding company is
located in the same Geographic Area, as defined in this Article.
(Source: P.A. 86-1213.)
(205 ILCS 205/2007) (from Ch. 17, par. 7302-7)
Sec. 2007. 
(a) A savings bank, including a mutual savings bank operating
under this Act, may reorganize so as to become a holding company by:
(1) chartering one or more subsidiary savings banks,     the ownership of which shall be evidenced by stock shares, to be owned by the chartering parent savings bank; and
(2) either of the following:
(i) transferring the substantial portion of its         assets and all of its insured deposits and part or all of its other liabilities to one or more subsidiary savings banks; or
(ii) reorganizing in any other manner as approved         by the Secretary.
(b) In order to effect reorganization under subsection (a), the board of
directors of the original savings bank must approve a plan providing for the
reorganization that shall be submitted for approval by a majority of the voting
members of the savings bank.  Approval must occur in accordance with the
savings bank's articles of incorporation and bylaws at a meeting called by the
board of directors. The Secretary may promulgate rules to regulate the
formation of and the ongoing business of the subsidiaries and the holding
company, including the rights of members, levels of investment in holding
company subsidiaries, and stock sales.
(Source: P.A. 97-492, eff. 1-1-12.)