Title 23 — Public Utilities and Regulated Industries

Any state bank shall have the right to own such amount of stock in a federal reserve bank as may be required for it to become a member of the Federal Reserve System.

A state bank not a member of the Federal Reserve System shall maintain at all times a reserve fund as required by the Federal Reserve Board, unless otherwise provided by State Bank Department rules.

Any state bank may, from time to time, declare and pay dividends in accordance with State Bank Department rules.

(a) Any one (1) or more natural persons, eighteen (18) years of age or older, a majority of whom shall be bona fide residents of this state, who may desire to associate themselves by articles of incorporation for the purpose of establishing any state bank, may apply to the Bank C…

(a) Organizational expenses shall not be paid from capital or surplus funds of the state bank without the prior written consent of the Bank Commissioner. (b) (1) Prior to applying for a charter, the incorporators shall establish an organizational expense fund in an amount the com…

(a) A state bank shall not pay any fee, compensation, or commission for promotion in connection with its organization or apply any money received on account of shares or subscriptions, selling shares, or other services in connection with its organization or for securing subscript…

(a) As soon as practicable after acceptance of any application for a new state bank charter and receipt of the filing fee, the Bank Commissioner shall ascertain, from the best sources of information at his or her command, the character and general fitness of the persons named as …

(a) Upon approval of the State Banking Board and payment of the fees, the Bank Commissioner shall give to the persons named as incorporators a certificate of incorporation, in the form that he or she may prescribe, if the commissioner has made satisfactory determinations as to th…

(a) (1) Any state bank may apply for authority to change its place of business from one (1) municipality to another by filing with the Bank Commissioner, as an amendment to its articles of incorporation, two (2) copies of a resolution to that effect, and such additional informati…

(a) Any state bank, through amendment to its articles of incorporation, may from time to time do the following, which shall be in addition to all things it may otherwise do through amendment under the Arkansas Banking Code of 1997:(1) Change its corporate name;(2) Change, enlarge…

(a) (1) An application for approval of a proposed charter amendment described in § 23-48-307 shall be submitted to the Bank Commissioner in the manner and form that the commissioner may prescribe and shall include the information set forth in subsection (b) of this section, and c…

(a) (1) Prior to the formation of a state bank, or prior to the consummation of an interstate merger transaction, a person may reserve the exclusive use of a corporate name for a bank by delivering an application to the Bank Commissioner for filing.(2) The application must set fo…

(a) For all state banks chartered after May 30, 1997, the fully paid-up capital shall not be less than one million dollars ($1,000,000). For all state banks, regardless of the dates of their charters, the following capital requirements shall apply:(1) The minimum “capital base” s…

(a) The authorized capital stock of any state bank may be increased or decreased by amendment to its articles of incorporation, subject to the requirements pertaining to such amendments contained in §§ 23-48-307 and 23-48-308. (b) A capital stock increase may be effected by the i…

(a) (1) Except as otherwise provided in this section, a purchaser from a state bank of its own shares is not liable to the state bank or its creditors with respect to the shares except to pay the full consideration, fixed as provided by law, for which the shares were issued or we…

(a) (1) (A) The shares of the capital stock of any state bank may consist of shares of common stock or of common and preferred stock.(B) Common or preferred stock may be divided into classes with the designations, preferences, limitations, retirement provisions, and relative righ…

(a) Unless otherwise provided by the articles of incorporation, every stockholder, upon the sale for cash of any new stock of the same class as that which he or she already holds, shall have the right to purchase his or her pro rata share thereof at a price not exceeding the pric…

(a) (1) With the written consent of the Bank Commissioner, a state bank may, through action of its board of directors and without requiring any action by stockholders, issue and sell its capital notes or other subordinated indebtedness at:(A) Not less than par; or(B) Par, less a …

(a) The stock of every state bank shall be transferrable only on the books of the bank. (b) (1) When any number of shares of the stock of a state bank or shares of stock in an Arkansas bank holding company shall be transferred to any transferee or joint transferees, the state ban…

(a) As used in this section, unless the context otherwise requires, “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2). (b) (1) Prior approval by the Bank Commissioner of any transfer of ownership shall not be required unless and until:(A) A transfer reported to the co…

(a) A special meeting of the stockholders, whether held for the purpose of amending the articles of incorporation or for any other lawful purpose, may be called as prescribed in the bylaws or, if the bylaws are silent in that respect, by the president or chief executive officer o…

(a) Not less than ten (10) days' written notice of an annual meeting shall be given to each stockholder, other than stockholders who waive notice in writing, which notice shall be mailed by first-class mail, postage prepaid, and directed to the stockholder at his or her address s…

(a) (1) Each share of stock shall be entitled to one (1) vote on each matter submitted at a meeting of stockholders except to the extent that the voting rights of any class are limited or denied, to an extent permitted by law, by the articles of incorporation or an amendment ther…

(a) For the purpose of determining stockholders entitled to notice of, or to vote at, any annual or special meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, the board of directors of a state bank may provide that the stock transf…

(a) (1) (A) The affairs of any state bank shall be managed and controlled by a board of directors of not fewer than three (3) persons, who shall be selected at such times and in such manner as may be provided by its bylaws.(B) Members of the board are not required to be stockhold…

(a) (1) A state bank shall have:(A) A president or chief executive officer, or both;(B) A secretary; and(C) Any other officers as the directors may from time to time designate.(2) An individual may hold more than one (1) office. (1) A state bank shall have:(A) A president or chie…

(a) An official of a bank who holds a commission as notary public may act as notary in taking the acknowledgment of mortgages and deeds of trust executed in favor of the bank. All such instruments previously acknowledged in this manner are declared to have been lawfully acknowled…

(a) Any state bank may purchase, for its own account, shares of a bank or bank holding company if:(1) The stock of the bank or bank holding company whose shares are being purchased is owned exclusively by financial institutions; and(2) The bank or bank holding company whose share…

(a) A state bank and a subsidiary trust company are subject to the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., to the extent that it is not in conflict with the Arkansas Banking Code of 1997. (b) If the Arkansas Business Corporation Act of 1987, § 4-27-101 et s…

(a) (1) A state bank may designate and maintain a registered office and registered agent for service of process by filing a written designation with the Bank Commissioner.(2) The registered office:(A) May be the same as any of the bank's places of business; and(B) Shall have the …

(1) As used in this subchapter, unless the context otherwise requires:(1) “Bank subsidiary”, with respect to a specified bank holding company, means:(A) Any bank, twenty-five percent (25%) or more of whose shares, excluding shares owned by the United States or by any company whol…

(a) This subchapter shall not apply to shares of any company:(1) Acquired by a bank holding company or by a bank in satisfaction of a debt previously contracted in good faith;(2) Which are held or acquired by a bank in good faith in a fiduciary capacity; or(3) Which are of the ki…

(a) Any person who willfully violates any provision of this subchapter or order issued by the Bank Commissioner pursuant to this subchapter or any State Bank Department rule is guilty of a Class A misdemeanor. (b) Any person who willfully participates in a violation of any provis…

The Bank Commissioner is authorized to and shall administer and carry out the provisions of this subchapter and shall issue such rules and orders as may be necessary to discharge this duty and to prevent evasions of this subchapter.

It shall be unlawful for a bank holding company to directly or indirectly own or control more than one (1) bank subsidiary if any such bank subsidiary with its main office in Arkansas has a de novo charter.

(a) A bank holding company is prohibited from acquiring ownership or control of the stock or the assets of any bank that has its main office or any branch office in Arkansas, if, after giving effect to the acquisition of the stock or the assets of that bank, the acquiring bank ho…

(1) As used in this subchapter:(1) “Converting bank” means a state bank converting to a national bank, a national bank converting to a state bank, or a savings and loan association converting to a state bank;(2) “Dissenters' rights” means the rights of dissenting stockholders spe…

(a) Subject to the provisions of this subchapter and provided that no Arkansas bank which is a party to the merger has a de novo charter, a state bank may merge into a national bank, including a national bank with a home state other than Arkansas. (b) The action to be taken by a …

(a) (1) (A) With the approval of the Bank Commissioner and the State Banking Board and after a public hearing as prescribed by the applicable law of this state, any bank, bank holding company, or savings and loan association, including an out-of-state bank, bank holding company, …

(a) A national bank or savings and loan association having its main office in this state which follows the procedure prescribed by applicable federal or other law may convert into a state bank and may be granted a charter by the State Banking Board with the concurrence of the Ban…

(a) Subject to the provisions of this subchapter and provided that no Arkansas bank which is a party to the merger has a de novo charter, a state bank may merge into an out-of-state bank. (b) The action to be taken by a merging state bank and its rights and liabilities and those …

(a) For purposes of this section, with respect to a state bank:(1) “Corporate action” means:(A) Consummation of a merger to which the state bank is a party;(B) Consummation of a sale or transfer of over fifty percent (50%) of the state bank's assets to another depository institut…

(a) A resulting bank shall be the same business and corporate entity as each party to the merger or as the converting bank, with all the property, rights, powers, liabilities, and duties of each party to the merger or the converting bank, except as affected by the state law in th…

If a party to a merger or converting bank has assets which do not conform to the requirements of state law for the resulting state bank or if it carries on business activities which are not permitted for the resulting state bank, the Bank Commissioner may permit a reasonable time…

(a) With the approval of the Bank Commissioner, any wholly owned Arkansas bank holding company that owns all of the outstanding shares of each class of the capital stock of a subsidiary state bank may be merged into the bank to result in a state bank without the approval of the s…

(a) (1) With the approval of the State Banking Board and the concurrence of the Bank Commissioner and subject to the provisions of this subchapter and provided that no party to a proposed transaction has a de novo charter, a state bank may purchase all or a majority of the assets…

(a) Upon application of either individual incorporators or a bank holding company, the Bank Commissioner is authorized to grant a state bank charter to the applicant immediately and without the approval of the State Banking Board if the commissioner finds that the immediate forma…

When a resulting state bank is not to exercise trust powers, the Bank Commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.

(a) (1) A state bank may adopt a plan of exchange for shares of the outstanding capital stock held by its stockholders, for the consideration designated in this section to be paid or provided by a bank holding company which acquires the stock, in the manner provided in this subch…

(a) The directors, consisting of at least a majority, of a state bank and bank holding company who desire to adopt a plan of exchange pursuant to this subchapter shall adopt a plan of exchange, signed by them under their respective corporate seals, which shall prescribe and set f…