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The Florida Statutes

The 2023 Florida Statutes (including Special Session C)

Chapter 655
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F.S. 655.411
655.411 Conversion of charter.
(1) A financial entity may apply to the office for permission to convert its charter without changing its business form or to do business as another type of financial entity in accordance with the following procedures:
(a) The board of directors must approve a plan of conversion by a majority vote of all the directors. The plan must include a statement of:
1. The type of financial entity which would result if the application were approved and the proposed name under which it would do business.
2. The method and schedule for terminating any activities and disposing of any assets or liabilities that would not conform to the requirements of the resulting financial entity.
3. The impact of such change on the financial entity’s business plan and operations, including any effect on the availability of particular financial services in the market area served by the financial entity.
4. Such financial data as may be required to determine compliance with the capital, reserve, and liquidity requirements applicable to the resulting financial entity.
5. Such other information as the commission may by rule require.
(b) Following approval by the board of directors, the conversion plan, together with a certified copy of the authorizing resolution adopted by the board, must be submitted to the office for approval before being submitted to the members or stockholders of the financial entity. The application for conversion must be in the form prescribed by the commission, contain such additional information as the commission or office reasonably requires, and be accompanied by a filing fee in accordance with s. 657.066(3) or s. 658.73. Additionally, the office is authorized to assess any financial entity, applying to convert pursuant to this section, a nonrefundable examination fee to cover the actual costs of any examination required as a part of the application process.
(c) The office shall approve the plan if it finds that:
1. The resulting financial entity would have an adequate capital structure with regard to its activities and its deposit liabilities.
2. The proposed conversion would not cause a substantially adverse effect on the financial condition of the financial entity.
3. The officers and directors have sufficient experience, ability, and standing to indicate a reasonable promise for the successful operation of the resulting financial entity.
4. The schedule for termination of any nonconforming activities and disposition of any nonconforming assets and liabilities is reasonably prompt, and the plan for such termination and disposition does not include an unsafe or unsound practice.
5.  The officers or directors have not been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to money laundering in financial institutions; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law.
6. The resulting financial entity is able to comply with the applicable terms of any regulatory action in effect before the date of the conversion.
7. The current and resulting primary federal regulatory agencies do not object to the proposed conversion.

If the office disapproves the plan, it shall state its objections and give the financial entity an opportunity to amend the plan to overcome such objections. The office may deny an application by an entity that is subject to a cease and desist order or other supervisory restriction or order imposed by a state or federal supervisory authority, insurer, or guarantor.

(d) If the office approves the plan, it may be submitted to the members or stockholders at an annual meeting or at any special meeting called to consider such action. Upon a favorable vote of a majority of the total number of votes eligible to be cast or, in the case of a credit union, a majority of the members present at the meeting, the plan is adopted. Copies of the minutes of the proceedings of such meeting of the members or stockholders, verified by the affidavit of an officer, as established in the bylaws of the financial institution, must be filed with the office within 10 days after such meeting. Such verified copies of the proceedings of such meeting are presumptive evidence of the holding and action of such meeting. If the members or stockholders approve the plan of conversion, the directors shall then execute new articles of incorporation or amendments to existing articles and two copies of the new bylaws. The directors shall insert in the articles of incorporation the following: “This   (bank, association, etc.)   is incorporated by conversion from a   (national bank, state association, etc.)  .”
(e) If the members or stockholders adopt the plan of conversion, the financial entity shall apply to the appropriate insurer for a commitment for insurance of accounts for the shares and deposits of the resulting financial entity.
(f) The plan shall not take effect until the office has received notice that the commitment for insurance of accounts has been given by the insurer. Upon receipt of such notice, the office shall issue a new charter to the financial entity authorizing it to transact business pursuant to applicable law.
(2) The commission may provide by rule for any additional procedures to be followed by any national or federal financial entity seeking to convert its charter pursuant to this section.
(3) A mutual financial institution requesting approval to convert its charter may not be converted into a capital stock financial institution until it has complied with the requirements of s. 665.033(1) and (2). For this purpose, references in s. 665.033(1) and (2) to associations are deemed to refer also to credit unions; but, in the case of a credit union, the provision therein concerning proxy statements does not apply.
(4) This section does not authorize a capital stock financial institution to convert to a mutual financial institution.
(5) Nothing in the law of this state shall restrict the right of a state financial institution to convert to a national or federal financial institution upon compliance with the laws of the United States, and, upon completion of such conversion, it shall surrender its charter as a state financial institution.
History.s. 4, ch. 82-214; s. 144, ch. 83-216; s. 10, ch. 84-216; s. 1, ch. 85-65; s. 5, ch. 85-82; s. 2, ch. 90-51; s. 1, ch. 91-307; ss. 1, 32, ch. 92-303; s. 6, ch. 93-111; s. 5, ch. 2001-243; s. 1724, ch. 2003-261; s. 5, ch. 2005-181; s. 7, ch. 2011-194.