Title 5, Banking

§ 705. Revocation for nonuse of charters granted prior to July 1, 1933. Every charter authorizing the establishment of a bank or trust company in this State and which was granted or passed by the General Assembly of this State prior to the 1st day of July, 1933, shall be deemed a…

§ 706. Limited liability companies as trust companies, conversions [For application of this section, see 85 Del. Laws, c. 346, § 9]. (a) Notwithstanding any other provision of law to the contrary, a trust company, including a limited purpose trust company or a family trust compan…

§ 721. Restrictions on use of words “savings” or “trust” in corporate name [Repealed]. Repealed by 70 Del. Laws, c. 6, § 2, eff. Feb. 10, 1995.

§ 722. Incorporators; number and qualifications. Three or more persons, at least 2 of whom must be citizens and residents of this State, of lawful age who associate themselves by a written agreement, hereinafter called “articles of association,” for the purpose of forming a bank …

§ 723. Articles of association; contents and execution. (a) The articles of association shall set forth that the subscribers thereto associate themselves with the intention of forming a corporation, and shall specifically state: (1) The name by which the corporation shall be know…

§ 724. Notice of intention to incorporate; publication. Notice of the intention of the incorporators to form a bank or trust company shall be given to the State Bank Commissioner, and a notice in such form as the Commissioner shall approve shall be published at least once a week,…

§ 725. Application for a certificate of public convenience and advantage. Within 60 days after the second publication of the notice of intention to incorporate but not before the expiration of 20 days from the date of the second publication, the incorporators shall apply to the S…

§ 726. Determination of public convenience. Upon the application for a certificate that public convenience and advantage will be promoted by the establishment of the bank or trust company, the State Bank Commissioner shall consider and determine whether public convenience and adv…

§ 727. Organization meeting of incorporators; notice; proceedings. (a) The first meeting of the incorporators shall be called by a notice signed either by the incorporator who is designated in the articles of association for the purpose, or by a majority of the incorporators. The…

§ 728. Articles of organization. The president and a majority of the directors elected at the organization meeting of the incorporators shall make, sign and make oath to, a certificate (hereinafter called “articles of organization”) setting forth: (1) A true copy of the articles …

§ 729. Approval of articles of organization. The articles of organization, together with the records of the proposed corporation, shall be submitted to the State Bank Commissioner. The Commissioner shall examine the same, and may require such amendment thereof or such additional …

§ 730. Filing of articles of organization. The articles of organization with the endorsement of the State Bank Commissioner shall, within 30 days after the date of the endorsement, be filed in the office of the Secretary of State.38 Del. Laws, c. 94, § 9; Code 1935, § 2378; 5 Del…

§ 731. Certificate of incorporation; issuance, form, recording and evidence. (a) Upon the filing of the articles of organization as required by § 730 of this title, the Secretary of State shall issue a certificate of incorporation in the following form: STATE OF DELAWARE Be it kn…

§ 732. Commencement of corporate existence. Upon the issuance of the certificate of incorporation or certificate of formation by the Secretary of State and the recording of the certificate and articles of organization as provided in § 731 of this title, the corporation or limited…

§ 733. Commencement of business; certificate authorizing. A certified copy of the certificate of incorporation and of the articles of organization and the endorsement of the approval of the State Bank Commissioner shall be filed with the State Bank Commissioner; and when the whol…

§ 734. Revocation of charter for failure to commence business within reasonable time. Every corporation created under this chapter shall, after the expiration of a reasonable time from the date of its incorporation, as determined by the State Bank Commissioner, be actively engage…

§ 735. Fees of Secretary of State and Commissioner. (a) The following fees shall be collected by and paid to the Secretary of State, for the use of the State: (1) For making and issuing the certificate of incorporation, $200. (2) For making the certified copy of the articles of a…

§ 741. Bylaws, adoption, amendment and repeal. A corporation may adopt bylaws for the proper management of its affairs, and may establish regulations controlling the assignment and transfer of its shares. The first set of bylaws shall be adopted at the meeting of the incorporator…

§ 742. Directors; number, quorum, term, vacancies and oath. (a) The business of every corporation organized under this chapter shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as shall be fixed by, or in the ma…

§ 743. Stockholders’ meetings; time, place, adjournment and quorum. (a) Meetings of stockholders (except the meeting of incorporators referred to in § 727 of this title) shall be held in this State. The bylaws shall fix the time of the annual meeting and may provide for special o…

§ 744. Voting rights of stockholders. Each stockholder shall, at every meeting of the stockholders, be entitled to 1 vote in person or by proxy for each share of the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shall…

§ 745. Capital stock; minimum required. The capital stock of a bank organized under this chapter shall be as follows: not less than $500,000 if the bank is located in a city or town having a population of more than 50,000 persons; not less than $350,000 if the bank is located in …

§ 746. Par value of stock; payment for and issuance; increase and reduction. The capital stock shall be divided into shares of a stated par value. No business shall be transacted by the corporation until the whole amount of its capital stock is subscribed for and actually paid in…

§ 747. Stockholders’ liability. The private property of the stockholders shall not be subject to the payment of the corporate debts except as otherwise provided in the articles of association.38 Del. Laws, c. 94, § 14; Code 1935, § 2383; 5 Del. C. 1953, § 747;

§ 748. Dividends. The directors of a bank or trust company may declare dividends on common or preferred stock of so much of the net profits of the corporation as they shall judge expedient; but the corporation shall, before the declaration of a dividend on common stock from the n…

§ 749. Amendment of charter. (a) Banks and trust companies heretofore or hereafter created by or under this Code or any other special act or general law of this State, except as provided in Chapters 15 or 16 of this title, shall hereafter amend their charters, certificates of inc…

§ 750. Merger and consolidation [Repealed]. Repealed by 70 Del. Laws, c. 327, § 4, eff. May 2, 1996.

§ 751. Acquisition or sale of assets, assumption of liabilities, consolidation and merger; Commissioner’s approval; title to property. (a) No bank or trust company doing business in this State, whether or not organized under this chapter, shall merge or consolidate with, sell any…

§ 752. Fees for merger, consolidation or acquisition of assets and assumption of liabilities [Repealed]. Repealed by 70 Del. Laws, c. 327, § 4, eff. May 2, 1996.

§ 761. General powers of corporations organized under this chapter. (a) A corporation established under and in compliance with this chapter shall have power to: (1) Sue and be sued, complain and defend in any court of law or equity; (2) Make and use a common seal and alter the sa…

§ 762. Ownership of real estate used for transaction of business. A corporation established under this chapter may hold real estate suitable for the transaction of its business; but, if the aggregate amount invested and proposed to be invested therein, including the cost of alter…

§ 763. Membership in Federal Reserve System. (a) Any bank or trust company incorporated under this Code or any other laws of this State may become a member of the Federal Reserve Bank, organized or to be organized in the Federal Reserve District in which such bank or trust compan…

§ 764. Capital notes or debentures. (a) With the approval of the State Bank Commissioner, any bank or trust company in this State, whether or not organized under this chapter, may at any time through action of its board of directors and without requiring any action of its stockho…

§ 765. Power of trust company. In the case of a corporation established as a trust company under this chapter, the powers conferred by § 761 of this title shall include the right or power to be appointed executor of a will, codicil or writing testamentary, administrator with the …

§ 766. Power of trust company to act as agent, registrar, trustee, etc. A trust company established under this chapter may act as agent for the purpose of issuing, registering or countersigning the certificates of stock, bonds, or other evidences of indebtedness of a corporation,…

§ 767. Limitations on powers and activities of banks and trust companies. (a) Any bank or trust company which engages in any activity authorized by § 761(a)(14) of this title otherwise than through a subsidiary thereof shall engage in each such activity through a department or di…

§ 768. Loans on security of and purchase of its own capital stock. No corporation established under this chapter or under Chapter 15 of this title shall directly or indirectly make a loan or discount on the security of the shares of its own capital stock, nor be the purchaser or …

§ 769. Ownership of capital stock of another bank or trust company. No bank or trust company shall hold more than 10 percent of the capital stock of any other bank or trust company without the approval of the Commissioner. In determining whether to grant such approval, the Commis…

§ 770. Branch office. (a) (1) Any bank or trust company, if authorized by its charter, may open a branch office or place of business, or branch offices or places of business in this State, upon application submitted to and approved by the State Bank Commissioner and upon the issu…

§ 771. Foreign branch offices. (a) Any bank or trust company having a paid-in capital and surplus exceeding $1,000,000 or more may open branch offices or places of business without the State, in the United States of America, or its possessions or in any other state of the United …

§ 772. Automated service branch. Any bank or resulting bank (as defined in § 795 of this title) may install or operate 1 or more automated service branches in this State without approval of, or notice to, the Commissioner.68 Del. Laws, c. 303, § 13; 69 Del. Laws, c. 165, § 16; 71…

§ 773. Definitions. As used in this subchapter: (1) “Affiliate” means a person that directly, or indirectly through 1 or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. “Control” means beneficial ownership directly, or in…

§ 774. Establishment. A corporation established under this subchapter shall be known as a limited purpose trust company. The Commissioner shall issue no certificate of public convenience and advantage or certificate of authority to establish a family trust company with respect to…

§ 775. Powers; restrictions. (a) With respect to a limited purpose trust company, the powers conferred by subchapter IV of this chapter or otherwise by law shall be limited solely to such powers as are necessary or incidental to the performance of trust company powers. (b) No lim…

§ 776. Organization; number of incorporators. (a) Except as otherwise required by this subchapter, the organization of a limited purpose trust company shall be governed by subchapter II of this chapter, provided that: (1) The articles of association of a limited purpose trust com…

§ 777. Certificate of public convenience and advantage. (a) In determining whether a certificate of public convenience and advantage shall be issued with respect to any limited purpose trust company, the Commissioner shall consider: (1) The financial and managerial resources of t…