(205 ILCS 10/1) (from Ch. 17, par. 2501)
Sec. 1. It is held to be
in the public interest that competition prevail in the banking
system, and that banking services be expanded, and to those ends
that bank holding companies be permitted to operate within this
State, but that the independence of unit banks be protected.
(Source: P.A. 82-21.)
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(205 ILCS 10/2) (from Ch. 17, par. 2502)
Sec. 2. Unless the context
requires otherwise:
(a) "Bank" means
any national banking association or any bank, banking association
or savings bank, whether organized under the laws of Illinois,
another state, the United States, the District of Columbia, any
territory of the United States, Puerto Rico, Guam, American Samoa
or the Virgin Islands, which (1) accepts deposits that the depositor
has a legal right to withdraw on demand by check or other negotiable
order and (2) engages in the business of making commercial loans. "Bank" does
not include any organization operating under Sections 25 or 25
(a) of the Federal Reserve Act, or any organization which does
not do business within the United States except as an incident
to its activities outside the United States or any foreign bank.
(b) "Bank holding company" means
any company that controls or has control over any bank or over
any company that is or becomes a bank holding company by virtue
of this Act.
(c) "Banking office" means
the principal office of a bank, any branch of a bank, or any
other office at which a bank accepts deposits, provided, however,
that "banking office" shall not mean:
(1)
unmanned automatic teller machines, point of
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sale terminals or other similar unmanned
electronic banking facilities at which deposits
may be accepted; or
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(2)
offices located outside the United States.
(d) "Cause to be chartered",
with respect to a specified bank, means the acquisition of control
of such bank prior to the time it commences to engage in the banking
business.
(e) "Commissioner" means
the Commissioner of Banks and Real Estate or a person authorized
by the Commissioner, the Office of Banks and Real Estate Act, or
this Act to act in the Commissioner's stead.
(f) "Community" means
the contiguous area served by the banking offices of a bank, but
need not be limited or expanded to conform to the geographic boundaries
of units of local government.
(g) "Company" means
any corporation, business trust, voting trust, association, partnership,
joint venture, similar organization or any other trust unless by
its terms it must terminate within 25 years or not later than 21
years and 10 months after the death of individuals living on the
effective date of the trust, but shall not include (1) an individual
or (2) any corporation the majority of the shares of which are
owned by the United States or by any state or any corporation or
community chest fund, organized and operated exclusively for religious,
charitable, scientific, literary or educational purposes, no part
of the net earnings of which inure to the benefit of any private
shareholder or individual and no substantial part of the activities
of which is carrying on propaganda or otherwise attempting to influence
legislation.
(h) A company "controls
or has control over" a bank or company if (1) it directly
or indirectly owns or controls or has the power to vote, 25% or
more of the voting shares of any class of voting securities of
such bank or company or (2) it controls in any manner the election
of a majority of the directors or trustees of such bank or company
or (3) a trustee holds for the benefit of its shareholders, members
or employees, 25% or more of the voting shares of such bank or
company or (4) it directly or indirectly exercises a controlling
influence over the management or policies of such bank or company
that is a bank holding company and the Board of Governors of the
Federal Reserve System has so determined under the federal Bank
Holding Company Act. In determining whether any company controls
or has control over a bank or company: (i) shares owned or controlled
by any subsidiary of a company shall be deemed to be indirectly
owned or controlled by such company; (ii) shares held or controlled,
directly or indirectly, by a trustee or trustees for the benefit
of a company, the shareholders or members of a company or the employees
(whether exclusively or not) of a company, shall be deemed to be
controlled by such company; and (iii) shares transferred, directly
or indirectly, by any bank holding company (or by any company which,
but for such transfer, would be a bank holding company) to any
transferee that is indebted to the transferor or that has one or
more officers, directors, trustees or beneficiaries in common with
or subject to control by the transferor, shall be deemed to be
indirectly owned or controlled by the transferor unless the Board
of Governors of the Federal Reserve System has determined, under
the federal Bank Holding Company Act, that the transferor is not
in fact capable of controlling the transferee. Notwithstanding
the foregoing, no company shall be deemed to have control of or
over a bank or bank holding company (A) by virtue of its ownership
or control of shares in a fiduciary capacity arising in the ordinary
course of its business; (B) by virtue of its ownership or control
of shares acquired by it in connection with its underwriting of
securities which are held only for such period of time as will
permit the sale thereof upon a reasonable basis; (C) by virtue
of its holding any shares as collateral taken in the ordinary course
of securing a debt or other obligation; (D) by virtue of its ownership
or control of shares acquired in the ordinary course of collecting
a debt or other obligation previously contracted in good faith,
until 5 years after the date acquired; or (E) by virtue of its
voting rights with respect to shares of any bank or bank holding
company acquired in the course of a proxy solicitation in the case
of a company formed and operated for the sole purpose of participating
in a proxy solicitation.
(i) "Federal
Bank Holding Company Act" means the
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federal Bank Holding Company Act of
1956, as now or hereafter amended.
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(j) "Foreign
bank" means any company organized under the
laws of a foreign country which engages in the business
of banking or any subsidiary or affiliate of any
such company, organized under such laws. "Foreign
bank" includes, without limitation, foreign
merchant banks and other foreign institutions that
engage in banking activities usual in connection
with the business of banking in the countries where
such foreign institutions are organized or operating.
(k) "Home state" means
the home state of a foreign bank as determined pursuant to the
federal International Banking Act of 1978.
(l) "Illinois bank" means
a bank:
(1)
that is organized under the laws of this State
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or of the United States; and
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(2)
whose main banking premises is located in
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(m) "Illinois
bank holding company" means a bank holding company:
(1)
whose principal place of business is Illinois;
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(2)
that is not directly or indirectly controlled by
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another bank holding company whose
principal place of business is a state other
than Illinois or by a foreign bank whose
Home State is a state other than Illinois.
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An out of state
bank holding company that acquires control of one
or more Illinois banks or Illinois bank holding companies
pursuant to Sections 3.061 or 3.071 shall not be
deemed an Illinois bank holding company.
(n) "Main banking premises" means
the location that is designated in a bank's charter as its main
office and that is within the state in which the total deposits
held by all of the banking offices of such bank are the largest,
as shown in the most recent reports of condition or similar reports
filed by such bank with state or federal regulatory authorities.
(o) "Out of state bank" means
a bank:
(1)
that is not an Illinois bank; and
(2)
whose main banking premises is located in a
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state other than Illinois.
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(p) "Out
of state bank holding company" means a bank
holding company:
(1)
that is not an Illinois bank holding company;
(2)
whose principal place of business is a state
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other than Illinois the laws of which
expressly authorize the acquisition by an
Illinois bank holding company of a bank or
bank holding company in that state under
qualifications and conditions which are not
unduly restrictive, as determined by the
Commissioner, when compared to those imposed
by the laws of Illinois.
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(q) "Principal
place of business" means, with respect to a
bank holding company, the state in which the total
deposits held by all of the banking offices of all
of the bank subsidiaries of such bank holding company
are the largest, as shown in the most recent reports
of condition or similar reports filed by the bank
holding company's bank subsidiaries with state or
federal regulatory authorities.
(r) "State" or "states" when
used in this Act means any State of the United States, the District
of Columbia, any territory of the United States, Puerto Rico, Guam,
American Samoa or the Virgin Islands.
(s) "Subsidiary",
with respect to a specified bank holding company, means any bank
or company controlled by such bank holding company.
(Source: P.A. 89-508, eff. 7-3-96.)
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(205 ILCS 10/3.02) (from Ch. 17, par. 2505)
Sec. 3.02. Unlawful acts;
exceptions.
(a) Except as otherwise
provided in this Act, it shall be unlawful:
(1)
for any action to be taken that causes any
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company to become a bank holding company
as defined in this Act with respect to any
Illinois bank;
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(2)
for any action to be taken that causes an
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Illinois bank to become a subsidiary
of a bank holding company;
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(3)
for any bank holding company to acquire direct
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or indirect ownership or control of
any voting shares of an Illinois bank that
possesses a charter issued by the Commissioner,
unless the holding company complies with
the change in control requirements set forth
in Section 18 of the Illinois Banking Act;
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(4)
for any bank holding company or subsidiary
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thereof other than a bank, to acquire
all or substantially all of the assets of
an Illinois bank;
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(5)
for any bank holding company owning or
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controlling, as defined in this Act,
an Illinois bank to merge or consolidate
with any other bank holding company;
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(6)
for any bank holding company with a ratio of
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total capital to total assets of less
than 7%, as measured and applied in accordance
with regulations of the Board of Governors
of the Federal Reserve System in effect on
the date of the filing of the application
with the Board of Governors of the Federal
Reserve System, to acquire direct or indirect
ownership or control by purchase of stock,
merger, consolidation, acquisition of assets
or otherwise, of any Illinois bank or banks
if the application for such acquisition is
filed on or after July 1, 1986; provided
that the total capital to total assets ratio
requirements of this paragraph (6) and of
the succeeding paragraph (7) shall be applicable
only to a bank holding company which is directly
acquiring such direct or indirect control
of any Illinois bank or banks and shall not
be applicable to any bank holding company
of which the acquiring company is a subsidiary;
or
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(7)
for any bank holding company with a ratio of
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total capital to total assets equal
to or in excess of 7% to acquire direct or
indirect control by purchase of stock, merger,
consolidation, acquisition of assets or otherwise,
of any Illinois bank or banks where such
acquisition would result in a reduction in
such bank holding company's ratio of total
capital to total assets to less than 7%,
where such ratios are measured and applied
in accordance with regulations of the Board
of Governors of the Federal Reserve System
in effect on the date of the filing of the
application with the Board of Governors of
the Federal Reserve System if the application
for such acquisition is filed on or after
July 1, 1986.
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(b) Notwithstanding subsection
(a) of this Section, a transaction, occurrence or event
which is described in paragraphs (1), (2), (4), and
(5) of subsection (a) of this Section, and which does
not result in a violation of Section 3.07 of this Act,
shall not be unlawful if:
(1)
approval of the transaction, occurrence or event
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by the Board of Governors of the Federal
Reserve System is not required by the terms
of the federal Bank Holding Company Act;
or
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(2)
the transaction, occurrence or event:
(A)
has been approved by the Board of Governors
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of the Federal Reserve System by an
order, ruling or regulation of that Board
made under the federal Bank Holding Company
Act, including an assessment of the applicant's
record in meeting the convenience and needs
of the communities it serves in accordance
with the federal Community Reinvestment Act
of 1977, and that order, ruling or regulation
remains in effect; and
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(B)
is carried out and occurs in compliance with
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all conditions or restrictions, if
any, contained in an order, ruling or regulation
of the Board of Governors of the Federal
Reserve System referred to in the foregoing
subparagraph (A).
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(Source: P.A. 88-546; 89-567,
eff. 7-26-96.)
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(205 ILCS 10/3.05) (from Ch. 17, par. 2508)
Sec. 3.05. (Repealed).
(Source: Repealed by P.A. 88-546.)
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(205 ILCS 10/3.06) (from Ch. 17, par. 2509)
Sec. 3.06. (Repealed).
(Source: Repealed by P.A. 88-546.)
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(205 ILCS 10/3.061) (from Ch. 17, par. 2509.01)
Sec. 3.061. Any bank holding
company which was registered with the Federal Reserve Board as
a bank holding company as of December 31, 1981, and as of that
date lawfully owned or controlled at least two Illinois banks
or any Illinois bank holding company or companies may, on or
after January 1, 1982, continue to own shares of such Illinois
bank or banks or of such bank holding company or companies; acquire
additional shares of such Illinois bank or banks; and, acquire
control of, directly or indirectly, an existing Illinois bank
or banks.
(Source: P.A. 84-1123.)
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(205 ILCS 10/3.07) (from Ch. 17, par. 2510)
Sec. 3.07. Except as authorized
under Section 3.061 of this Act, no bank holding company other
than an Illinois bank holding company, may control any Illinois
bank or own more than 5% of the voting shares of any Illinois
bank, unless: (a) such bank holding company acquired such control
or voting shares under circumstances described in (A), (B), (C),
(D) or (E) of subsection (h) of Section 2 of this Act; or (b)
such bank holding company qualifies under the provisions of Section
3.071.
(Source: P.A. 84-1123.)
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(205 ILCS 10/3.071) (from Ch. 17, par. 2510.01)
Sec. 3.071. Out of state
bank holding companies.
(a) An out of state bank
holding company may acquire ownership of more than 5% of the
voting shares of or control of one or more Illinois banks or
Illinois bank holding companies pursuant to a transaction, occurrence
or event that is described in paragraphs (1) through (5) of subsection
(a) of Section 3.02, provided the acquisition is made in accordance
with Sections 3.02 and 3.07 of this Act in accordance with subsection
(i) of this Section and provided the following conditions are
met:
(1)
(Blank).
(2)
An out of state bank holding company seeking to
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acquire an Illinois bank or Illinois
bank holding company pursuant to subsection
(a) of Section 3.071 shall, if change in
control of the bank is governed by Section
18 of the Illinois Banking Act, file with
the Commissioner the application required
by that Section containing information satisfactory
to the Commissioner.
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(b) (Blank).
(c) (Blank).
(d) (Blank).
(e) (Blank).
(f) (Blank).
(g) (Blank).
(h) (Blank).
(i) (1) An out of state
bank holding company which
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directly or indirectly controls or
has control over an Illinois bank that has
existed and continuously operated as a bank
for 5 years or less, may not cause the Illinois
bank to merge with or into, or to have all
or substantially all of the assets acquired
by a bank that is an out of state bank.
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(2)
For purposes of subsection (i)(1) of this
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Section, an Illinois bank that is
the resulting bank following a merger involving
an Illinois interim bank shall be considered
to have been in existence and continuously
operated during the existence and continuous
operation of the Illinois merged bank. As
used in this subsection (i)(2), the words "resulting
bank" and "merged bank" shall
have the meanings ascribed to those words
in Section 2 of the Illinois Banking Act.
As used in this subsection (i)(2), the words "interim
bank" shall mean a bank which shall
not accept deposits, make loans, pay checks,
or engage in the general business of banking
or any part thereof, and is chartered solely
for the purpose of merging with or acquiring
control of, or acquiring all or substantially
all of the assets of an existing Illinois
bank.
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(3)
The provisions of subsection (i)(1) of this
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Section shall not apply to the merger
or acquisition of all or substantially all
of the assets of an Illinois bank:
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(i)
if the merger or acquisition is part of a
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purchase or acquisition with respect
to which the Federal Deposit Insurance Corporation
provides assistance under Section 13(c) of
the Federal Deposit Insurance Act; or
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(ii)
if the Illinois bank is in default or in
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danger of default. As used in this
subsection (i)(3)(ii), the words "in
default" and "in danger of default" shall
have the meaning ascribed to those words
in Section 2 of the Illinois Banking Act;
or
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(iii)
if the bank with which the Illinois bank is
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being merged or that is acquiring
all or substantially all of the assets of
the Illinois bank has its main banking premises
in a state that is deemed to be reciprocal
with Illinois and would be eligible to establish
a branch pursuant to Section 21.4 of the
Illinois Banking Act.
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(Source: P.A. 93-965, eff. 8-20-04.)
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(205 ILCS 10/3.072) (from Ch. 17, par. 2510.02)
Sec. 3.072. The Commissioner
shall have the authority to examine an out of state bank holding
company which has an application pending under paragraph (2)
of subsection (a) of Section 3.071 and all of its bank subsidiaries
and any out of state bank holding company which controls an Illinois
bank or Illinois bank holding company and all such out of state
bank holding company's bank subsidiaries. The Commissioner may
enter into cooperative and reciprocal agreements with the bank
regulatory authorities of any state for the periodic examination
of such bank holding companies and may accept reports of examination
and other reports from such authorities in lieu of conducting
his own examinations and may provide to such authorities reports
of examination of an Illinois bank holding company and its subsidiary
Illinois bank or banks conducted by the Commissioner when such
Illinois bank holding company has an application pending with
or approved by the bank regulatory authorities of any state to
acquire control of a bank whose main banking premises is located
in another state or a bank holding company whose principal place
of business is another state. The Commissioner may enter into
joint actions with other regulatory bodies having concurrent
jurisdiction or may enter into such other actions independently
to carry out his responsibilities and assure compliance with
the laws of this State.
(Source: P.A. 85-298.)
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(205 ILCS 10/3.073) (from Ch. 17, par. 2510.03)
Sec. 3.073. (Repealed).
(Source: P.A. 84-1123. Repealed by P.A. 89-208,
eff. 9-29-95.)
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(205 ILCS 10/3.074) (from Ch. 17, par. 2510.04)
Sec. 3.074. Powers; administrative
review.
(a) The Commissioner shall
have the power and authority:
(1)
to promulgate reasonable procedural rules for
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the purposes of administering the
provisions of this Act. The Commissioner
shall specify the form of any application,
report or document that is required to be
filed with the Commissioner pursuant to this
Act;
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(2)
to issue orders for the purpose of administering
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the provisions of this Act and any
rule promulgated in accordance with this
Act;
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(3)
to appoint hearing officers to execute any of
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the powers granted to the Commissioner
under this Section for the purpose of administering
this Act or any rule promulgated in accordance
with this Act; and
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(4)
to subpoena witnesses, to compel their
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attendance, to administer an oath,
to examine any person under oath and to require
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