New York Banking Law
Article 5C, Interstate Branching
Section
222. Definitions.
223. Initial entry by out-of-state banks.
223-a. Limitations on acquisition of a newly chartered New York
bank.
224. Establishment of additional branches by out-of-state
state banks.
225. Interstate acquisition transactions.
225-a. Power of superintendent to examine branches of
out-of-state state banks.
225-b. Applicability of certain sections to out-of-state banks.
226. Powers of out-of-state state banks.
227. Powers permitted to out-of-state branches of New York
banks.
227-b. Rules and regulations.
227-c. Separability of provisions.
S 222. Definitions. In this article, the following definitions shall
apply:
1. The term "out-of-state bank" means an out-of-state state bank or an
out-of-state national bank.
2. The term "out-of-state state bank" means a state bank, as such term
is defined in section 3(a)(2) of the Federal Deposit Insurance Act (12
U.S.C. 1813(a)(2)), but such term shall not include a banking
organization.
3. The term "out-of-state national bank" means a national banking
association the main office of which is located outside this state.
4. The term "New York bank" means a bank, trust company or savings
bank, as such terms are defined in subdivisions one, two and four of
section two of this chapter.
5. The term "state" means any state of the United States (other than
this state), the District of Columbia, any territory of the United
States, Guam, American Samoa, the Trust Territory of the Pacific
Islands, the United States Virgin Islands, and the Northern Mariana
Islands.
6. The term "home state" means with respect to an out-of-state state
bank, the state under the laws of which such out-of-state state bank is
incorporated or otherwise organized, and with respect to an out-of-state
national bank, the state in which such out-of-state national bank`s main
office is located.
7. The term "acquisition transaction" means any merger, consolidation
or purchase of assets and assumption of liabilities of all or part of a
banking institution.
8. The term "like-type banking organization" means, with respect to an
out-of-state bank, a banking organization with the type of charter that
most nearly corresponds to the charter of such out-of-state bank, as
determined by the superintendent.
9. The term "appropriate state supervisor" means the home state
supervisor with supervisory and regulatory jurisdiction over an
out-of-state state bank in its home state.
S 223. Initial entry by out-of-state banks. An out-of-state bank that
does not operate a branch in this state may maintain one or more
branches located in this state acquired by means of an acquisition
transaction.
S 223-a. Limitations on acquisition of a newly chartered New York
bank. An acquisition transaction in which the resulting or consolidated
corporation is an out-of-state bank is hereby prohibited if the effect
thereof is to terminate the separate existence of a New York bank that
has been chartered less than five years, unless the superintendent finds
that the New York bank to be acquired was not chartered directly or
indirectly by the out-of-state bank, its officers, directors or
principal stockholders, or any other person in a position to exercise
control over such out-of-state bank; provided, however, that the
prohibitions contained in this section shall not apply if the
superintendent finds that the New York bank does not have the capacity
to continue to conduct its business independently in a manner consistent
with the public interest and the interests of depositors, creditors, and
stockholders; and provided further that the prohibitions contained in
this section shall not apply to an out-of-state bank which, prior to the
acquisition transaction otherwise prohibited by this section, lawfully
maintained one or more branches in this state.
S 224. Establishment of additional branches by out-of-state state
banks. 1. Subject to the provisions of this article, an out-of-state
state bank which maintains one or more branches in this state may open
and occupy one or more additional de novo branches in this state with
prior approval of the superintendent. An application for approval
submitted pursuant to this section shall contain such information as the
superintendent deems necessary. At the time of making such application,
an investigation fee of six hundred fifty dollars shall be paid to the
superintendent for each branch office for which approval is sought. If
the superintendent finds that the opening of the branch office is not
consistent with the declaration of policy set forth in section ten of
this chapter, he or she shall notify the applicant that the application
has been denied.
2. Subject to the provisions of this article, if the merger or
acquisition agreement so provides, an out-of-state state bank may
maintain as a branch or branches the place or places of business of any
banking institution which it has received into itself as a result of an
acquisition transaction authorized by this article.
3. No out-of-state state bank shall open, occupy or maintain a branch
in this state at a location not permitted to a like-type banking
organization.
S 225. Interstate acquisition transactions. 1. An out-of-state bank
may engage in an acquisition transaction with a New York bank and may
maintain as a branch or branches the place or places of business of any
such New York bank which it has received into itself as a result of such
transaction, subject to the requirements of this article.
2. Section six hundred one or six hundred one-a of this chapter, as
the case may be, and section six hundred one-b of this chapter shall
apply to any acquisition transaction authorized by this article in which
the receiving corporation is a New York bank. In the case of any other
acquisition transaction authorized by this article, the out-of-state
bank shall file with the superintendent a copy of any application filed
with the appropriate state supervisor and appropriate federal banking
agency.
Article 5-C, Continued . . .
3. At the time when a merger or consolidation authorized by this
article becomes effective:
(a) the resulting or consolidated corporation shall be considered the
same business and corporate entity as each of the constituent
corporations;
(b) all the property, rights, powers and franchises of each of the
constituent corporations shall vest in the resulting or consolidated
corporation and the resulting or consolidated corporation shall be
subject to and shall be deemed to have assumed all of the debts,
liabilities, obligations and duties of each constituent corporation and
to have succeeded to all of its relationships, fiduciary or otherwise,
as fully and to the same extent as if such property, rights, powers,
franchises, debts, liabilities, obligations, duties and relationships
had been originally acquired, incurred or entered into by the resulting
or consolidated corporation;
(c) any reference to a constituent corporation in any contract, will
or document, whether executed or taking effect before or after the
merger or consolidation, shall be considered a reference to the
resulting or consolidated corporation if not inconsistent with the other
provisions of the contract, will or document; and
(d) a pending action or other judicial proceeding to which any
constituent corporation is a party, shall not be deemed to have abated
or to have discontinued by reason of the merger or consolidation, but
may be prosecuted to final judgment, order or decree in the same manner
as if the merger or consolidation had not been made, or the resulting or
consolidated corporation may be substituted as a party to such action or
proceeding, and any judgment, order or decree may be rendered for or
against it that might have been rendered for or against such constituent
corporation if the merger or consolidation had not occurred.
4. In the case of a merger or consolidation authorized by this article
in which an out-of-state bank is the resulting or consolidated
corporation, the franchise of any constituent New York bank shall
automatically terminate when the merger or consolidation is consummated.
S 225-a. Power of superintendent to examine branches of out-of-state
state banks. The superintendent shall have the power at any time in his
or her discretion to examine every branch located in this state of an
out-of-state state bank for the same purposes and to the same extent as
is provided in the case of banking organizations pursuant to the
provisions of this chapter.
S 225-b. Applicability of certain sections to out-of-state banks.
Except as otherwise provided in this section, nothing in article five or
article five-B of this chapter shall apply to an out-of-state bank
authorized to open, occupy and maintain a branch pursuant to the
provisions of this article. Any reference in this chapter (other than in
article five or article five-B) to a foreign bank, foreign corporation
or foreign banking corporation shall be deemed to be a reference to an
out-of-state bank authorized to open, occupy and maintain a branch
pursuant to the provisions of this article. Notwithstanding the
foregoing, (a) the provisions of sections two hundred two-h (Repayment
of deposits standing in the names of minors, trustees, joint depositors
or custodians; interpleader in certain actions), two hundred three
(Change of location, name or business) and two hundred four (Reports of
foreign banking corporations; penalties) of this chapter shall apply
with equal force and effect to out-of-state banks authorized to open,
occupy or maintain branches pursuant to the provisions of this article;
and (b) the provisions of section three hundred ninety-nine-a,
subdivision three of section one hundred thirty, subdivision three of
section one hundred forty-three, subdivision five of section two hundred
forty-seven and subdivision five of section three hundred ninety-nine of
this chapter with respect to restrictions on executive officers or
directors of foreign banking corporations and the provisions of sections
twenty, twenty-six, thirty, thirty-one and six hundred thirty-four,
subdivision two of section thirteen, subdivisions eleven and twelve of
section six hundred five, subdivision four of section six hundred six
and paragraph (a) of subdivision one of section fourteen of this
chapter, shall not apply to out-of-state banks authorized to open,
occupy or maintain branches pursuant to the provisions of this article.
S 226. Powers of out-of-state state banks. An out-of-state state bank
that opens, occupies or maintains a branch in this state as authorized
by this article shall have in this state the same powers under the laws
of this state as a like-type banking organization.
S 227. Powers permitted to out-of-state branches of New York banks. A
New York bank that opens, occupies and maintains one or more branch
offices in any state may exercise such powers at such branch or branches
as would be permitted at such place or places to an out-of-state state
bank maintaining a branch or branches at such place or places with the
type of charter that most nearly corresponds to the charter of such New
York bank; provided, however, that prior to exercising in any state any
power not permitted to be exercised by such New York bank in this state,
it shall apply to the superintendent to exercise such power and approval
therefor shall be given unless the superintendent determines that the
exercise of such power is contrary to the declaration of policy
contained in section ten of this chapter.
S 227-b. Rules and regulations. The superintendent shall have the
authority to promulgate such rules and regulations consistent with the
purposes of this article, including but not limited to such rules and
regulations as may define the terms used in this article and as may be
necessary or appropriate to interpret, implement or enforce the
provisions thereof.
S 227-c. Separability of provisions. If any provision of this article,
or the application of such provision to any person or circumstance shall
be held invalid, the remainder of this article, and the application of
such provisions thereof to persons or circumstances other than those as
to which it is held invalid, shall not be affected thereby.