§ 6:263 — Dividends; stock purchased or redeemed; capital surplus required

A. The board of directors of a state bank may not declare or pay any dividends in cash or property for a period of two years from the issuance of its certificate of authority or as the commissioner may prescribe. Thereafter, the board of directors of a state bank may declare or pay cash or property dividends on shares of its capital stock by complying with the provisions of this Section and the bank's articles of incorporation and bylaws.
B. A state bank shall not declare or pay cash or property dividends, or purchase or redeem shares of its capital stock unless the bank has unimpaired surplus that equals or exceeds fifty percent of the outstanding capital stock of the bank. The bank's unimpaired surplus shall not be reduced below fifty percent as a result of the payment of any combination of cash or property dividends, or the purchase or redemption of any shares of its capital stock.
C.(1) Prior approval of the commissioner shall be required if the total of all year-to-date cash or property dividends declared and paid by the state bank and amounts used by the state bank to redeem or purchase shares of its capital stock would exceed the total of the bank's year-to-date net income combined with its net income from the immediately preceding year, after deducting all of the following:
(a) Amounts paid or accrued for the payments of cash dividends.
(b) The value of all property paid in dividends.
(c) Amounts paid or accrued to redeem or purchase shares of the bank's capital stock over the calculation period.
(2) Negative net income shall not be rounded to zero in the calculation.
D. A state bank shall not purchase or redeem shares of its capital stock when its combined capital stock and unimpaired surplus accounts are less than, or such purchase or redemption would reduce its combined capital stock and unimpaired surplus accounts below, the aggregate amount payable on liquidation upon any issued shares which have a preferential right to participate in the assets in the event of liquidation and that remain after the purchase or redemption of any shares in connection therewith.
E. Shares of a state bank's capital stock acquired pursuant to R.S. 6:416(B) shall be canceled and thereby restored to the status of authorized and unissued shares upon the expiration of the period permitted under that Section unless prior to that date the stock had been disposed of by the state bank.
F. Shares of a state bank's capital stock purchased or redeemed by the bank shall be deemed cancelled and thereby restored to the status of authorized and unissued shares unless the bank's articles, bylaws, or a resolution of the board of directors provides that such shares may be held as treasury stock following the purchase or redemption thereof.

Legislative History

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1986, No. 10, §1; Acts 1991, No. 232, §1, eff. July 2, 1991; Acts 1992, No. 231, §1, eff. Sept. 1, 1992; Acts 1997, No. 1003, §1; Acts 2001, No. 915, §1, eff. June 26, 2001; Acts 2003, No. 570, §1, eff. June 27, 2003; Acts 2010, No. 77, §1.