§ 524.544 — Change of control — certificate of approval — shares as security — reports

Iowa § 524.544

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 524: BANKS

Text

1. Whenever any person proposes to purchase or otherwise acquire directly or indirectly
anyoftheoutstandingsharesofastatebank, andtheproposedpurchaseoracquisitionwould
result in control or in a change in control of the state bank, the person proposing to purchase
or acquire the shares shall first apply in writing to the superintendent for a certificate of
approval for the proposed change of control. The superintendent shall grant the certificate
if the superintendent is satisfied that the person who proposes to obtain control of the state
bank is qualified by character, experience, and financial responsibility to control and operate
the state bank in a sound and legal manner, and that the interests of the depositors, creditors,
and shareholders of the state bank, and of the public generally, particularly the state bank’s
plans to accept deposits from, lend money in, and process payments in the area the state
bank primarily serves, will not be jeopardized by the proposed change of control. A person
which will become a bank holding company upon completion of an acquisition shall make
application to the superintendent for a certificate of approval as provided in this section. Any

otherbankholdingcompanyshallcomplywithsection524.1804inlieuofseekingacertificate
of approval under this section. In any situation where the president or cashier of a state
bank has reason to believe any of the foregoing requirements have not been complied with,
it shall be the duty of the president or cashier to promptly report in writing such facts to the
superintendent upon obtaining knowledge thereof.
2. As used in this section, the term “control” means owning, controlling, or having the
power to vote twenty-five percent or more of any class of voting securities of a state bank or
having the power, directly or indirectly, to elect the board of directors. If there is any doubt
as to whether a change in the ownership of the outstanding shares is sufficient to result in
control thereof, or to effect a change in the control thereof, such doubt shall be resolved in
favor of reporting the facts to the superintendent.
3. The reports required by subsection 1 of this section shall contain information, to the
extent known by the person making the report, relative to the number of shares involved,
the names of the sellers and purchasers or transferors and transferees, the purchase price,
the name of the borrower, the amount, source, and terms of the loan, or other transaction,
the name of the bank issuing the shares used as security, and the number of shares used as
security.
4. The superintendent may require, at such times as the superintendent deems
appropriate, the submission of a financial statement from a shareholder or shareholders of a
state bank possessing, directly or indirectly, control of such state bank.

Legislative History

[C71, 73, 75, 77, 79, 81, §524.519]