CHAPTER 2. Corporate Organization and Corporate Changes [5400. - 5868.]
Chapter 2 added by Stats. 1983, Ch. 1091, Sec. 2.
§§ 5400–5868 · 90 sections
ARTICLE 1. Organizing Permit §§ 5400–5403 · 4 sections
- § 5400 (a) No funds from proposed stockholders, members, or organizers of any proposed association may be collected until a verified application for an organizing…
- § 5401 The application for an organizing permit shall be in writing and shall be filed in the office of the commissioner. The application shall be executed and…
- § 5402 (a) The commissioner may impose conditions in an organizing permit concerning the deposit in escrow of funds collected pursuant to the permit, the manner of…
- § 5403 (a) Before filing an application for an organizing permit with the commissioner under Section 5400, an organizer shall file with the Secretary of State an…
ARTICLE 2. Petition for Certificate of Authority §§ 5500–5506 · 8 sections
- § 5500 Within 60 days after issuance of an organizing permit under Article 1 (commencing with Section 5400) any person may request authority to form a capital stock…
- § 5501 Upon receipt of a petition for a certificate of authority, the commissioner shall give written notice to each association that a petition for the issuance of a…
- § 5501.5 The articles of incorporation of each domestic association incorporated after January 1, 1984, shall include a statement that it is formed for each of the…
- § 5502 The commissioner shall not approve any petition for certificate of authority unless it is found from the data furnished with the petition, the evidence adduced…
- § 5503 (a) The commissioner shall, within a reasonable time after the petition is filed, or within a reasonable time after the hearing, if one is held, either approve…
- § 5504 Upon issuance of a certificate of approval of articles of incorporation to a proposed association, the commissioner shall attach the original signed copy of…
- § 5505 The articles of incorporation of a proposed association shall not be filed in the office of the Secretary of State unless a certificate of approval of the…
- § 5506 Within 30 days after the corporate existence of an association begins, the directors of the association shall hold an organization meeting and shall elect…
ARTICLE 3. Postincorporation Organization of Associations §§ 5600–5618 · 14 sections
- § 5600 (a) The board of directors of an association which is in the process of organization shall select a financial institution within this state as a depository for…
- § 5601 Before a certificate of authority is issued, the capital of the association shall be paid into the association and, in the case of stock, shall be the sum of…
- § 5602 In addition to the minimum capital required, the commissioner may require that the consideration for the issuance of capital stock shall be sufficient to…
- § 5603 In the case of a stock association, prior to issuance of a certificate of authority, the association shall file with the commissioner a statement in a form and…
- § 5604 (a) In the case of a stock association, on or after the date the commissioner issues the association a certificate of authority, the association shall issue…
- § 5605 (a) Any association that does not commence business within one year after the date of the issuance of its certificate of approval of articles of incorporation…
- § 5606 (a) Prior to doing business in this state, an association shall obtain and maintain insurance of its savings accounts by the Federal Deposit Insurance…
- § 5612 For the purposes of this article, “security” means any stock, subordinated debenture, warrant, or right or option to purchase any stock issued by an…
- § 5613 (a) No association shall sell, except upon a sale for a delinquent assessment made in accordance with the provisions of the General Corporation Law, or offer…
- § 5614 (a) Except as provided in subdivision (b), no issued and outstanding stock of an association shall be sold or offered for sale to the public, nor shall…
- § 5615 An application for a permit to sell securities shall be in writing, verified as provided in the Code of Civil Procedure for the verification of pleadings, and…
- § 5616 Upon the filing of the application for a permit to sell securities, the commissioner shall examine the application and other papers and documents filed…
- § 5617 Every permit to sell securities shall recite in bold type that the issuance thereof is permissive only and does not constitute a recommendation or endorsement…
- § 5618 The commissioner may amend, alter, or revoke any permit issued by the commissioner, or temporarily suspend the rights of the association under such permit.
ARTICLE 4. Issuance of Stock and Certificates §§ 5620–5624 · 5 sections
- § 5620 (a) A stock association may issue shares of common stock and preferred stock, with or without par value, and common and preferred stock may be divided into…
- § 5621 (a) With the approval of the commissioner, a mutual association may amend its articles of incorporation to authorize the issuance of stock and may issue stock.…
- § 5622 Capital stock of a stock association shall be issued pursuant to the following requirements: (a) Except for stock issued pursuant to a stock dividend, stock…
- § 5623 A mutual association may issue mutual capital certificates in accordance with regulations of the commissioner.
- § 5624 An association may issue net worth certificates in accordance with applicable regulations of the Office of Thrift Supervision or the Federal Deposit Insurance…
ARTICLE 5. Association Name, Office §§ 5650–5655 · 6 sections
- § 5650 Notwithstanding the provisions of subdivision (a) of Section 201 of the Corporations Code and Division 1 of the Financial Code, the name of every association…
- § 5651 (a) No certificate of approval of articles of incorporation of a proposed association having the same name as an association in existence in this state on the…
- § 5652 Except as otherwise authorized under existing law, no person, unless lawfully authorized to do business in this state under the provisions of this division and…
- § 5653 Upon application by the commissioner or any association, a court of competent jurisdiction may issue an injunction to restrain any person from violating or…
- § 5654 (a) Without the prior approval of the commissioner, as provided in this division, no association shall do any of the following: (1) Establish or maintain any…
- § 5655 No association shall advertise or hold itself out to the public as a bank. This subdivision shall not be construed to prohibit an association which is a…
ARTICLE 6. Conversions §§ 5700–5718 · 19 sections
- § 5700 A state association may convert itself into a federal association by following the procedure outlined in Sections 5701 through 5708.
- § 5701 At any regular or special meeting called to consider the conversion of an association into a federal association, in the case of a stock association, the…
- § 5702 Any executor, administrator, guardian, conservator of a natural person or receiver, and any fiduciary or trustee, and any public corporation, political…
- § 5703 Promptly after the meeting approving a conversion into a federal association, the association shall file in the office of the commissioner a certificate…
- § 5704 A certified copy of the certificate required by Section 5703 filed in the office of the Secretary of State is presumptive evidence of the holding of the…
- § 5705 After the meeting of the stockholders and members, the association shall take any action necessary to make it a federal association, and promptly after receipt…
- § 5706 At the time the conversion into a federal association becomes effective the association ceases to be supervised by this state and all of the property of the…
- § 5707 The converted federal association shall have, hold, and enjoy the property mentioned in Section 5706 in its own right as fully and to the same extent as the…
- § 5708 Where a copy of a charter of a federal association, issued by the Federal Home Loan Bank Board pursuant to the laws of the United States was filed with the…
- § 5709 Any federal association may convert itself into an association by following the procedure set forth in Sections 5710 through 5718.
- § 5710 At any regular or special meeting called to consider the action, the stockholders and members entitled to vote by an affirmative majority of the votes cast in…
- § 5711 Copies of the minutes of the proceedings of the meeting of the stockholders or members in which they vote to convert into an association, verified by the…
- § 5712 The verified copies of the minutes of the meeting, when filed as required by Section 5711, are presumptive evidence of the holding and action of the meeting.
- § 5713 After a meeting as provided for in Section 5710, the federal association shall take or cause to be taken such action as shall make it an association in the…
- § 5714 The directors of an association converted from a federal association may insert in the articles of incorporation the following statement: “This association is…
- § 5715 Promptly after the filing of the articles of incorporation with the Secretary of State, there shall be filed with the federal home loan bank of which the…
- § 5716 Upon the filing of the articles of incorporation with the Secretary of State, the federal association ceases to be a federal association and is an association…
- § 5717 The converted association shall have, hold, and enjoy the property mentioned in Section 5716 in its own right as fully and to the same extent as the property…
- § 5718 In the event stock is to be issued by the converted association, the commissioner may issue an organizing permit to the federal association or to the board of…
ARTICLE 7. Power to Reorganize, Merge, Consolidate, or Transfer Assets §§ 5750–5762 · 13 sections
- § 5750 (a) Pursuant to a plan or agreement (referred to as “agreement” in this article) adopted by the board of directors and approved by the commissioner as fair,…
- § 5751 At the sole discretion of the commissioner a public hearing may be held on applications filed under this article, in accordance with procedures established by…
- § 5752 Applications filed under this article shall be accompanied by any applicable filing fee prescribed by the commissioner pursuant to Section 9001.
- § 5753 The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall apply only to stockholders and shares of…
- § 5754 In a merger the agreement shall state any matters with respect to which the articles of the surviving association are deemed amended and the articles shall be…
- § 5755 When a merger or consolidation agreement has been approved by the directors and the stockholders or members of an association, the association shall mail…
- § 5756 Any amendment to a merger or consolidation agreement may be adopted, and the agreement so amended may be approved at the meeting of the stockholders or members…
- § 5757 Notwithstanding any other provision of law, the approval of transactions under this article shall not be required by any borrowers or by holders of savings…
- § 5758 The executed agreement, or an executed counterpart of it and the respective certificate of each constituent association or any other corporation and of the…
- § 5759 An association may acquire all or at least 90 percent of the issued and outstanding stock of another association, or any other corporation, with the prior…
- § 5760 (a) Any association, owning all the outstanding stock of any corporation, may merge its wholly owned subsidiary corporation if the laws under which the…
- § 5761 The directors of an association may, in their discretion, abandon a transaction under this article, subject to the rights of third parties under any contracts…
- § 5762 The commissioner may adopt rules and regulations relating to any transaction regulated by this article.
ARTICLE 8. Holding Companies and Stock Acquisitions §§ 5800–5811 · 11 sections
- § 5800 For the purposes of this article the following words and phrases shall have the following meanings: (a) “Savings and loan holding company” means any person…
- § 5801 (a) Except as provided in subdivision (b), no person may become a savings and loan holding company, or thereafter register under Section 5804, unless the…
- § 5802 The commissioner shall within 60 days after the date of filing of a completed application, unless good cause is shown why a decision to approve or deny could…
- § 5803 (a) After the decision under this article by the commissioner either approving or denying the application, upon the filing with the commissioner within 30 days…
- § 5804 (a) Within 60 days following approval, or a later date if extended by the commissioner, each savings and loan holding company shall register with the…
- § 5806 Each savings and loan holding company, which is not an individual, shall pay an initial and an annual registration fee of five hundred dollars ($500) if the…
- § 5807 When a savings and loan holding company has satisfied the requirements of this article, the commissioner shall issue the holding company a certificate of…
- § 5808 No association that is a subsidiary in this state of any savings and loan holding company that does not have in effect a certificate of registration for that…
- § 5809 (a) The commissioner from time to time may require reports from any savings and loan holding company and its subsidiaries in a format deemed necessary or…
- § 5810 The commissioner shall have the enforcement powers with respect to savings and loan holding companies and their subsidiaries that are provided with respect to…
- § 5811 This article shall not apply to an acquisition of stock made pursuant to a plan or agreement of reorganization, merger, consolidation, or transfer of assets…
ARTICLE 9. Dissolution § 5850 · 1 section
- § 5850 (a) An association may dissolve pursuant to the General Corporation Law (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code). (b) In…
ARTICLE 10. Mutual Holding Companies §§ 5860–5868 · 9 sections
- § 5860 Notwithstanding any other provision of law, but subject to prior approval of the commissioner, any mutual association may reorganize so as to become a mutual…
- § 5861 Upon transfer of assets and assumption of liabilities pursuant to Section 5860, persons who prior thereto held savings accounts with, or other rights as…
- § 5862 A reorganization of a mutual association pursuant to this article shall be approved by the board of directors and by the members of the mutual association.
- § 5863 An application to the commissioner for approval of a reorganization under this article shall contain such relevant information as the commissioner may require.…
- § 5864 In connection with reorganization pursuant to the provisions of this article, a mutual association may, subject to the approval of the commissioner, retain…
- § 5865 A mutual holding company shall be deemed to be a savings association continuing its organization under this division and may engage only in activities…
- § 5866 Sections 5801, 5802, and 5803 shall not apply to a reorganization pursuant to this article.
- § 5867 Notwithstanding any other provision of law, a reorganized stock association may exercise any and all powers, rights, and privileges of and be subject to all…
- § 5868 A reorganized stock association shall have the power to issue additional amounts of capital stock to the mutual holding company of which it is a subsidiary…