§ 11-103-103 — State bank organized as a limited liability company

(1)
Pursuant to section 11-102-104 (5.5)(a), a state bank charter may be issued to a
limited liability company that otherwise meets the requirements of this code.

(2) A state bank organized as a limited liability company shall not be
required to exist in perpetuity; except that the articles of organization of such a
state bank shall provide for a method to extend the existence of the state bank in
the event that termination occurs. In addition, the articles of organization of such a
state bank shall require that liquidation of the limited liability company conform
with the requirements of this code.

(3) Upon approval of the banking board, a state bank organized as a limited
liability company may be merged with or converted into another entity regardless
of the form of the surviving entity, so long as the surviving entity satisfies the
requirements of this code.

(4) Upon approval of the banking board, a state bank organized as a
corporation may be merged with or converted into a limited liability company, so
long as it satisfies the requirements of this code.

(5) (a) A state bank organized as a limited liability company shall have a
written operating agreement containing any provisions for the affairs of the bank
and the conduct of its business as may be agreed upon by the members and which
provisions are consistent with this code and the Colorado Limited Liability
Company Act, article 80 of title 7, C.R.S.

(b) A copy of the written operating agreement shall be filed with the banking
board prior to the granting of a charter to the state bank, and any amendments to
the operating agreement shall be filed with and approved by the banking board
prior to adoption.

(c) The banking board may promulgate rules establishing additional
requirements relating to operating agreements to implement the provisions of this
section.

(6) All distributions made by a state bank organized as a limited liability
company to its members shall be subject to the requirements applicable to
dividends issued by a state bank organized as a corporation under this code and the
rules of the banking board.

(7) For purposes of implementing this section, the following definition
constructions shall apply:

(a) Where this code refers to articles of incorporation, that term shall be
construed to apply to a limited liability company's articles of organization, as that
term is defined in section 7-80-102 (1), C.R.S.;

(b) Where this code refers to bylaws, that term shall be construed to apply
to a limited liability company's operating agreement, as that term is defined in
section 7-80-102 (11), C.R.S.;

(c) Where this code refers to common stock or shares of a state bank,
such terms shall be construed to apply to a limited liability company's membership
interests;

(d) Where this code refers to a corporation, such term shall be construed to
include a limited liability company organized under the Colorado Limited Liability
Company Act, article 80 of title 7, C.R.S., which limited liability company conforms
to this section and the requirements established by the banking board pursuant to
section 11-102-104 (5.5);

(e) Where this code refers to a director or a board of directors of a state
bank, such terms shall be construed to apply to a manager or the managers of a
limited liability company;

(f) Where this code refers to an incorporator, such term shall be construed
to apply to the organizers of a limited liability company;

(g) Where this code refers to a shareholder or a stockholder of a state
bank, such terms shall be construed to apply to a member of a limited liability
company.

Legislative History

Source: L. 2003: Entire section added, p. 1746, � 2, effective July 1.