Title XIII, COMMERCE (Ch. 505 - 554I)

1. The conversion is effective upon the filing of the articles of conversion with the secretary of state, or at any later date and time as specified in the articles of conversion. The acknowledgment of filing is conclusive evidence of the performance of all conditions required by…

1. A state bank may convert into a national bank or federal savings association by compliance with the laws of the United States, and adoption of a plan of conversion by the affirmative vote of at least a majority of its directors and the holders of two-thirds of each class of it…

1. A shareholder of a state bank that converts into a national bank or federal savings association who objects to the plan of conversion is entitled to appraisal rights as provided in chapter 490, subchapter XIII . 2. If a shareholder of a national bank, federal savings associati…

The provisions of section 524.1009 apply to a resulting state or national bank or federal savings association after a conversion with the same effect as though the state or national bank or federal savings association were a party to a plan of merger, and the conversion were a me…

If a merger or conversion results in a state bank subject to the provisions of this chapter , the resulting state bank, after the effective date of the merger or conversion, shall be subject to the provisions of sections 524.1201 and 524.1203 relating to the bank offices. [C71, 7…

If a merger or conversion results in a state bank subject to the provisions of this chapter , and the resulting state bank has assets which do not conform with the provisions of this chapter , the superintendent may allow the resulting state bank a reasonable time to conform with…

1. A mutual corporation, a mutual holding company, a federal mutual association, or a federal mutual holding company, subject to the provisions of this chapter , may convert into a stock corporation that is either a state bank or a state bank mutual bank holding company upon appr…

Within thirty days after an application for conversion has been accepted for processing, the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company shall publish a notice of the delivery of the articles of conversion to the super…

A state bank, with the approval of the superintendent and in the manner provided in this chapter , may amend its articles of incorporation in order to make any change in the articles of incorporation so long as the articles of incorporation as amended contain only provisions as m…

1. An amendment of the articles of incorporation shall be proposed by adoption of a resolution by the board of directors, directing that it be submitted to a vote at a meeting of shareholders called in the manner required by section 524.533 . 2. The resolution proposing an amendm…

1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment if the amendment would do any of the following: a. Increase or decrease the aggregate number of authorized shares of the class. b. Increase or decrease the …

1. Upon the adoption of an amendment, articles of amendment shall be prepared on forms prescribed by the superintendent, signed by two duly authorized officers of the state bank and shall contain: a. The name of the state bank. b. The location of its principal place of business. …

1. Upon receipt of the articles of amendment the superintendent shall conduct such investigation as the superintendent may deem necessary to determine whether the articles of amendment satisfy the requirements of section 524.1504 and whether the amendment, if effected, will in an…

1. The secretary of state upon the filing of the articles of amendment shall issue a certificate of amendment and send the same to the state bank. 2. Upon the issuance of the certificate of amendment by the secretary of state, the amendment becomes effective and the articles of i…

1. A state bank may at any time restate its articles of incorporation, which may be amended by the restatement, so long as its articles of incorporation as restated contain only such provisions as might be lawfully contained in original articles of incorporation at the time of ma…

A state bank may effect a reverse stock split or similar change in capital structure by renewal, amendment, or restatement of existing articles of incorporation, provided the requirements of the superintendent are satisfied. 95 Acts, ch 148, §132

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the state bank, a proceeding to which the state bank is a party, or the existing rights of persons other than shareholders of the state bank. An amendment changing the …

1. A director, officer, or employee of a state bank or bank holding company who willfully violates any of the provisions of section 524.612, subsection 2 ; section 524.613 ; section 524.706, subsection 1 , insofar as such subsection incorporates section 524.612, subsection 2; or …

The superintendent may impose a penalty on a state bank of up to one thousand dollars for each day: 1. That it holds investments for its own account in bonds or securities in violation of section 524.901 . 2. On which it accepts and holds drafts in violation of section 524.903 . …

1. Any person who willfully engages in the business of receiving money for deposit or transacts the business generally done by banks, or who willfully establishes a place of business for such purposes, in violation of section 524.107, subsection 1 , shall be guilty of a serious m…

1. Any person whose duty it is to make statements or file reports as may be required by this chapter , and who willfully neglects or refuses to perform such duty, shall be guilty of a simple misdemeanor. 2. A state bank which fails to furnish to the superintendent the statement o…

1. Any director, officer, or employee of a state bank who shall knowingly subscribe or make any false statements or false entries in the books, records, or memoranda of a state bank, or knowingly subscribe or exhibit false papers with intent to deceive any person authorized to ex…

A state bank shall not publish, disseminate, or distribute any advertising or notice containing any false, misleading, or deceptive statements concerning the rates, terms, or conditions on which loans are made or deposits are received, any charge which the state bank is authorize…

1. For the purposes of this section , unless the context otherwise requires: a. “Financial institution” means a financial institution as defined in 18 U.S.C. §20. b. “Mortgage banker” means a person who makes or originates mortgage loans on real property located in this state. c.…

If a state bank shall accept any deposit or renew any certificate of deposit in violation of section 524.805, subsection 4 , any officer or employee knowing of such insolvency who willfully receives, accepts or renews or is accessory to or otherwise knowingly permits such accepta…

Whoever maliciously or with intent to deceive makes, publishes, utters, repeats, or circulates any false statement concerning any state bank which imputes, or tends to impute, insolvency, unsound financial condition or financial embarrassment, or which may tend to cause or provok…

Any person violating the provisions of section 524.311 shall be guilty of a simple misdemeanor. [C24, 27, 31, 35, 39, § 9276; C46, 50, 54, 58, 62, 66, §528.75; C71, 73, 75, 77, 79, 81, §524.1610 ]

1. Any person violating section 524.211, subsection 1 , shall be guilty of a fraudulent practice, and shall be subject to a further fine of a sum equal to the amount of the value of the property given or received or the money so loaned or borrowed. An employee of the division of …

As used in this subchapter unless the context otherwise requires: 1. “Bank holding company” means bank holding company as defined in 12 U.S.C. §1841(a), and also includes a company that would become a bank holding company upon completion of an acquisition. 2. “Company” means comp…

1. For purposes of this section , unless the context otherwise requires: a. “Acquisition” means any of the following: (1) Obtaining direct or indirect ownership or control of more than twenty-five percent of any class of the voting shares of a depository institution. (2) Obtainin…

A bank holding company which proposes to directly or indirectly acquire control of, or directly or indirectly acquire all or substantially all of the assets of, a state bank or national bank, shall provide to the superintendent a copy of the application and any modifications or a…

An out-of-state bank or out-of-state bank holding company that is organized under laws other than those of this state is subject to and shall comply with the provisions of chapter 490, subchapter XV , relating to foreign corporations, and shall immediately provide the superintend…

An individual who is a director or an officer of a bank holding company, as specified by section 524.1801 , is deemed to be a director or an officer, or both, as the case may be, of each bank so owned or controlled by that bank holding company, for the purposes of sections 524.61…

Any bank holding company which willfully violates any provision of sections 524.1802 through 524.1806 shall, upon conviction, be fined not less than one hundred dollars nor more than one thousand dollars for each day during which the violation continues. Any individual who willfu…

1. Insurance activities in Iowa of an out-of-state bank holding company and its subsidiaries are subject to regulation, including but not limited to regulation under Title XIII, subtitle 1 , in the same manner and to the same extent as are the insurance activities of an Iowa bank…

1. A state bank may be owned, directly or indirectly, by a mutual bank holding company. 2. A mutual holding company authorized pursuant to 12 U.S.C. §1467a and regulations promulgated thereunder may convert to a mutual bank holding company authorized under this chapter . 3. A mut…

Chapters 490 , 491 , 492 , and 493 do not apply to banks except as provided by this chapter . [C71, §524.1802; C73, 75, 77, 79, 81, §524.1902 ] 90 Acts, ch 1205, §50 C91, §524.2001 2004 Acts, ch 1141, §73 ; 2008 Acts, ch 1162, §151, 154, 155 ; 2022 Acts, ch 1062, §144

Upon the request of a filer of a document under this chapter , the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II . 2025 Acts, ch 16, §2 NEW section

1. The governor shall appoint, subject to confirmation by the senate, a superintendent of banking. The appointee shall be selected solely with regard to qualification and fitness to discharge the duties of office, and a person shall not be appointed who has not had at least five …

If the office of the superintendent of banking is vacant or the superintendent is unable to serve, the chief of the bank bureau of the banking division shall be the acting superintendent until the governor appoints a new superintendent or acting superintendent. If the chief of th…

The superintendent may appoint an employee of the division of banking as deputy to perform the duties of the superintendent during the absence or inability of the superintendent to act. Any deputy so appointed shall be removable at the pleasure of the superintendent. [C24, 27, 31…

1. The state banking council shall consist of the superintendent, who shall be an ex officio member and chairperson, and six other members, appointed by the governor, who shall be appointed, where practical, from various parts of the state. Provided, however, that in no event sha…

The banking division is created within the department of insurance and financial services. [C71, 73, 75, 77, 79, 81, §524.206 ] 86 Acts, ch 1245, §748 ; 2023 Acts, ch 19, §2740

1. Except as otherwise provided by statute, all expenses required in the discharge of the duties and responsibilities imposed upon the banking division of the department of insurance and financial services, the superintendent, and the state banking council by the laws of this sta…

The superintendent may appoint examiners and other employees, including for the banking division’s internal information technology group, as the superintendent deems necessary to the proper discharge of the duties imposed upon the superintendent by the laws of this state. Pay pla…

The superintendent, examiners, and other employees of the banking division shall be entitled to receive reimbursement for expenses incurred in the performance of their duties. The superintendent, and when specifically authorized by the superintendent, examiners, and other employe…