§ 36a-126 — Merger and consolidation of Connecticut banks with federal banks.

(a)(1) Except as provided in this subsection, any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to continue business as a Connecticut bank, in accordance with the provisions of section 36a-125 governing the merger and consolidation of two or more Connecticut banks. No such merger or consolidation shall take place if: (A) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (B) the resulting Connecticut bank, including all depository institutions which are affiliates of the resulting Connecticut bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent federal bank shall be considered a constituent bank for purposes of compliance with section 36a-125, except that with respect to any provision therein governing corporate procedure, including the rights of dissenting members or shareholders who assert appraisal rights, if any, such constituent federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States concerning the merger and consolidation of federal banks with state banks, the resulting bank to continue business under a state charter. (2) The franchise tax required to be paid by capital stock Connecticut banks on an increase of capital stock shall be paid upon the capital stock of any resulting capital stock Connecticut bank, the amount subject to such tax to be determined by deducting from the entire amount of such stock (A) the amount of the capital stock of the capital stock Connecticut bank which is a party to the merger or consolidation upon which such tax has already been paid, and (B) the amount of the capital stock of the capital stock federal bank upon which such tax was paid during its existence as a capital stock Connecticut bank, if such capital stock federal bank came into existence by virtue of conversion from a capital stock Connecticut bank or by virtue of merger or consolidation of a capital stock Connecticut bank with a capital stock federal bank. (b) Any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to do business as a federal bank, in the manner prescribed by and subject to the limitations and requirements imposed by the laws of the United States. No such merger or consolidation shall take place if: (1) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (2) the resulting federal bank, including all depository institutions which are affiliates of the resulting federal bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent Connecticut bank shall also comply with section 36a-125 governing the merger and consolidation of two or more Connecticut banks. The resulting federal bank shall be considered the same business and corporate entity as the constituent Connecticut bank, although as to rights, powers and duties the resulting bank shall be a federal bank.

Legislative History

(P.A. 94-122, S. 62, 340; P.A. 95-155, S. 11, 29; P.A. 96-54, S. 2, 9; P.A. 02-47, S. 6.) History: P.A. 94-122 effective January 1, 1995; P.A. 95-155 amended Subsec. (a)(1) and (b) to add prohibition re five-year requirement and re control of deposits, effective June 27, 1995; P.A. 96-54 amended Subsec. (a)(1) to substitute “or” for “and” immediately before Subpara. (B), and made a corresponding change before Subsec. (b)(2), effective May 7, 1996; P.A. 02-47 amended Subsec. (a)(1) by adding provision re shareholders “who assert appraisal rights”.