Title 53, Financial Institutions

It is unlawful for any person to engage in or transact a banking or trust business within this state except by means of an entity duly organized for the purpose. [1973 c.797 §50; 1997 c.631 §29]

(1) As an alternative to being organized as a corporation under this chapter, an Oregon bank may be organized as a limited liability company. (2) With respect to any Oregon bank that is organized as a limited liability company, as used in the Bank Act: (a) “Articles of incorporat…

A person that has not received from the Director of the Department of Consumer and Business Services a charter or a certificate of authority to conduct banking business may not: (1) Advertise that the person is receiving or accepting money on deposit. (2) Use a sign at the person…

(1) The Director of the Department of Consumer and Business Services may examine the accounts, books and papers of every person the director has reasonable cause to believe is violating any provision of ORS 707.005 or 707.010. (2) When the director believes, from evidence satisfa…

(1) One or more persons or a corporation may organize a banking institution under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities of one or more existing financial institutions under ORS chapter 711 and, except as otherwise…

A trust company that desires to also conduct a banking business may convert to an Oregon bank in accordance with the provisions of ORS 711.070 and 711.080. [1997 c.631 §39]

(1) Every institution or Oregon stock savings bank shall have at the time of issuance of its charter, initial paid-in capital of not less than $1,500,000. The Director of the Department of Consumer and Business Services may require a lesser or greater amount of initial paid-in ca…

Any number of persons, not less than five, desiring to organize a banking institution shall, as prospective incorporators, first submit an application to the Director of the Department of Consumer and Business Services for a permit to organize a banking institution. The applicant…

(1) The corporate name of a banking institution: (a) May not contain any word or phrase that indicates or implies that the banking institution is organized for any purpose other than one or more of the purposes contained in the banking institution’s articles of incorporation. (b)…

(1) When an application to organize has been submitted, the Director of the Department of Consumer and Business Services shall determine whether: (a) The purposes of the proposed banking institution as stated in the proposed banking institution’s articles of incorporation and the…

If, after approving the application for authority to organize, it appears to the Director of the Department of Consumer and Business Services that the articles of incorporation, the organization or proposed manner of conducting business do not comply with the terms of the applica…

Within 30 days after authority to organize has been finally granted, the prospective incorporators shall submit to the Director of the Department of Consumer and Business Services articles of incorporation. If articles of incorporation are not received by the director within the …

(1) Any number of individuals, not less than five, may by articles of incorporation establish an institution or Oregon stock savings bank. The individuals shall execute the articles of incorporation in duplicate, and shall submit the articles of incorporation to the Director of t…

(1) If the Director of the Department of Consumer and Business Services finds that the articles of incorporation conform to law, the director shall within 60 days after receiving the articles of incorporation and when all fees have been paid: (a) Indorse on each of the duplicate …

(1) When subscriptions totaling not less than the amount of the initial paid-in capital have been received, the incorporators shall submit for filing with the Director of the Department of Consumer and Business Services: (a) A list of stockholders, showing name, address, number o…

The Director of the Department of Consumer and Business Services may disapprove an application for a permit to organize or refuse to approve the articles of incorporation or to grant a charter upon a finding that any person named in the application to organize or in other documen…

Notwithstanding the provisions of ORS chapter 183, the Director of the Department of Consumer and Business Services may, without prior hearing or opportunity therefor, refuse to grant authority to organize a banking institution. In case authority to organize is refused by the dir…

(1) In the course of investigating any person named in the application to organize or in other documents submitted for filing, the Director of the Department of Consumer and Business Services may require the person to provide additional information for the director’s further inqu…

(1) A banking institution shall not transact any business, except as is incidental or necessary to its organization, until it has received its charter from the Director of the Department of Consumer and Business Services. (2) An institution or Oregon stock savings bank that fails…

(1) A charter shall specify the date on which it becomes effective, which shall not be more than 90 days after the date of issuance of the charter, unless an extension of time is granted by the Director of the Department of Consumer and Business Services. (2) A banking institutio…

The initial principal place of business of a banking institution shall be specified in its articles of incorporation. The principal place of business may be changed upon application of the banking institution to the Director of the Department of Consumer and Business Services. Th…

(1) Each institution and each Oregon stock savings bank shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of its places of business. (2) A registered agent shall be: (a) An individual who resides in th…

(1) An institution or Oregon stock savings bank may change the institution’s or Oregon stock savings bank’s registered office or registered agent by delivering to the Director of the Department of Consumer and Business Services for filing a statement of change that sets forth: (a…

(1) A registered agent may resign as agent upon delivering a signed statement to the Director of the Department of Consumer and Business Services and giving notice in the form of a copy of the statement to the institution or Oregon stock savings bank. The statement may include a …

(1) The registered agent appointed by an institution or Oregon stock savings bank shall be an agent of the institution or Oregon stock savings bank upon whom any process, notice or demand required or permitted by law to be served upon the institution or Oregon stock savings bank …

An institution’s or Oregon stock savings bank’s incorporators shall submit to the Director of the Department of Consumer and Business Services proposed offering documents for selling the institution’s or Oregon stock savings bank’s stock for the director’s review. Subscriptions f…

Before a charter for a newly organized institution or Oregon stock savings bank is issued, the subscribers to the stock of the institution or Oregon stock savings bank shall pay in the full amount of the subscribers’ stock subscriptions, which must total an aggregate amount that …

(1) Except as provided in subsection (2) of this section, a certificate that represents shares of the stock of an institution or Oregon stock savings bank must: (a) Be signed by two officers of the institution or Oregon stock savings bank designated in the bylaws, and may be seal…

(1) An institution or Oregon stock savings bank shall keep a stock ledger or register that shall show the name and mailing address of and the number of shares held by each stockholder of record. The institution or Oregon stock savings bank shall also maintain a record of transfer…

The shares of stock of an institution or Oregon stock savings bank shall be transferred on the books of the institution or Oregon stock savings bank in such manner as the bylaws may provide and as required in ORS 707.220. A transfer of stock is not valid while an institution or O…

The initial bylaws of an institution shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation or by bylaws. The byl…

(1) An institution or Oregon stock savings bank may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might be lawfully contained in the orig…

Amendments to the articles of incorporation shall be made in the following manner: (1) If an institution or Oregon stock savings bank has issued shares of stock: (a) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be subm…

(1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: (a) Increase or decrease the aggregate number o…

The articles of amendment shall be executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and by its cashier, its secretary or an assistant secretary and shall set forth: (1) The name of the institution or Oregon stock savings b…

Duplicate originals of the articles of amendment shall be delivered to the Director of the Department of Consumer and Business Services. If the director finds that the articles of amendment conform to law, the director shall, when all fees and charges have been paid as in this ch…

(1) Except as provided in subsection (2) of this section, after the Director of the Department of Consumer and Business Services approves and files an amendment to the articles of incorporation, the amendment is effective and the articles of incorporation are amended accordingly.…

(1) An institution or Oregon stock savings bank may adopt restated articles of incorporation that become effective after approval and filing by the Director of the Department of Consumer and Business Services. The restated articles of incorporation may make any changes in the art…

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in ORS 707.110, of any class of shares before the issuance of any shares of that class or of one …

(1) An institution or Oregon stock savings bank may: (a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; or (c) Issue scrip in registered or bearer form entitling the holder to rec…

(1) Subject to any provisions set forth in its articles of incorporation and subject to preemptive rights, if any, of existing shareholders, an institution or Oregon stock savings bank may create and issue, whether or not in connection with the issuance and sale of any of its sha…

The reasonable charges and expenses of organization or reorganization of an institution or Oregon stock savings bank, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such institution or Oregon stock savings ban…

No redemption or purchase of shares shall be made by an institution or Oregon stock savings bank when it is insolvent or when such redemption or purchase would render it insolvent, or which would reduce the net assets below the aggregate amount payable to the shareholders with pr…

(1) When shares of an institution or Oregon stock savings bank are redeemed, the shares shall be restored to the status of authorized but unissued shares, unless the articles of incorporation provide that shares when redeemed shall not be reissued, in which case a statement of ca…

(1) The paid-in capital of an institution or Oregon stock savings bank may be increased from time to time by resolution of the board of directors directing that all or a part of the retained earnings of the institution or Oregon stock savings bank be transferred to paid-in capita…

(1) An institution or Oregon stock savings bank may not issue any certificate of stock until the institution or Oregon stock savings bank receives full payment for the stock. A person other than a director, officer or employee of the institution or Oregon stock savings bank that …

(1) The board of directors of an institution or Oregon stock savings bank may, at any regular meeting, declare a dividend, but, except as provided in subsection (2) of this section, the amount of the dividend shall not be greater than its unreserved retained earnings, deducting t…

The Director of the Department of Consumer and Business Services may require any institution or Oregon stock savings bank to suspend the payment of any dividends if the director determines that the payment of dividends would result in the remaining stockholders’ equity of the ins…

At meetings of the board of directors where dividends are declared, a complete record of the proceedings and business transacted by the board of directors shall be entered in the minutes in the manner required by the Director of the Department of Consumer and Business Services. T…

Within 10 days after declaring a dividend, an institution or Oregon stock savings bank shall forward to the Director of the Department of Consumer and Business Services a report of the dividend declared. [1997 c.631 §77; 2015 c.244 §26]