Chapter 221, STATE BANKS

221.0101 Title. This chapter may be cited as the “Wisconsin banking law”. History: 1995 a. 336.

221.0102 Definitions. In this chapter: (1) “Articles of incorporation” includes amended and restated articles of incorporation. (2) “Authorized shares” means the shares of all classes that a bank is authorized to issue. (3) “Capital stock” means the stock of a bank, other than pr…

221.0103 Notice. (1) APPLICABILITY. This section applies to a notice that is required under this chapter or that is made subject to this section by express reference to this section. (2) WHEN ORAL NOTICE PERMITTED. A person shall give no-

221.0104 Applicability. This chapter applies to all banks organized and existing within this state. The powers, privileges, duties and restrictions conferred and imposed upon a bank existing and doing business under the laws of this state are hereby abridged, enlarged or modified…

221.0105 Fees. The division may establish such fees as it determines are appropriate for documents filed with the division under this chapter and for such other services as the division may provide under this chapter. History: 1995 a. 336. SUBCHAPTER II History: 1995 a. 336; 1997…

221.0201 Applicants. Any number of adult residents of this state, not less than 3 nor more than 20, who desire to associate for the purpose of organizing a banking corporation under this chapter, may apply to the division to organize a bank. The application shall be made on a for…

221.0202 Application. (1) CONTENTS. An application under s. 221.0201 shall be prepared and filed in duplicate, and shall include all of the following: (a) The location of the proposed bank. (b) The character of the business to be transacted by the proposed bank. (c) The proposed …

221.0203 Certificate of authority. (1) POWERS GRANTED BY CERTIFICATE. If an application for authority to organize a banking corporation is approved, the division shall issue a certificate of authority to the applicants, who shall thereafter be known as the incorporators. The cert…

221.0204 Temporary organization. The chairperson of the incorporators shall preside at all meetings and shall exercise other duties that are ordinarily performed by a chairperson. The secretary shall manage the correspondence of the incorporators, record fully all proceedings of …

221.0205 Capital stock. Immediately following a bank’s organization under this chapter, the division shall determine the required capital of the bank, subject to review by the banking institutions review board. In addition to the required capital stock, a contingent fund and paid…

221.02055 Reserves. (1) DEFINITIONS. In this section: (a) “Municipal obligation” has the meaning given in s. 67.01 (6). (b) “Short-term” means maturing within 18 months or less. (2) RESERVE REQUIREMENTS. A bank shall maintain sufficient reserves to meet anticipated withdrawals, c…

221.0206 Articles of incorporation. (1) TIME FOR FILING. The incorporators shall file articles of incorporation with the division within a reasonable time, as determined by the division, from the date on which the division approved the certificate of authority. If the incorporato…

221.0207 Filed documents. (1) PROPOSED BYLAWS AND SHAREHOLDER LIST. Within 90 days after the filing of the articles of incorporation under s. 221.0206, unless extended by the division, the incorporators shall file with the division, in duplicate, the proposed bylaws and a complet…

221.0208 Charter. (1) NOTICE REQUIRED. (a) A bank organizing under this chapter shall give notice in writing to the division that it is prepared to commence business after it has done all of the following: 1. Adopted bylaws, approved by the division. 2. Obtained suitable banking …

221.0209 Prohibition on transacting business. A bank may not transact any business, except such as is incidental or necessarily preliminary to its organization until it has been issued a charter under s. 221.0208. History: 1995 a. 336.

221.0210 Publication of charter. The bank shall cause the charter issued under s. 221.0208, to be published as a class 1 notice, under ch. 985, in the city, village or town where the bank is located. This notice shall be published within 15 days after the division issues the char…

221.0211 Amendment of articles of incorporation. (1) VOTING, FILING AND APPROVAL REQUIREMENTS. A bank may amend its articles of incorporation in any manner not inconsistent with law. The amendment may be made at any time, by a vote of its shareholders owning a majority of the sto…

221.0212 Restated articles of incorporation. (1) WHEN PERMITTED. A bank’s board of directors may restate the articles of incorporation at any time. Except as provided in sub. (3), shareholder approval is not required. (2) FORM OF RESTATED ARTICLES. The restated articles of incorp…

221.0213 Bylaws. (1) VOTING REQUIREMENTS. A bank may make, amend or repeal its bylaws by an affirmative vote of shareholders owning a majority of the stock of the bank who are entitled to vote, unless the articles of incorporation or bylaws require a greater number of affirmative…

221.0214 Amendment of bylaws by board of directors or shareholders. (1) AMENDMENT BY BOARD OF DIRECTORS. A bank’s board of directors may amend or repeal the bank’s bylaws or adopt new bylaws, except to the extent that any of the following applies: (a) The articles of incorporatio…

221.0215 Authorized stock. (1) INCREASE IN CAPITAL STOCK. A bank may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock if approved by the division and if approved by a vote of shareholders owning a majority of the stock of the…

221.0216 Preferred stock. (1) ISSUANCE. (a) Except as provided in sub. (2), a bank may issue preferred stock of one or more classes by providing for the issuance in the original articles of incorporation, or by providing for the issuance by an amendment to these articles of incor…

221.0217 Reorganization of a state bank as a national bank. A bank organized under this chapter may reorganize under the laws of the United States as a national bank. When the bank has obtained a certificate from the U.S. comptroller of the currency authorizing it to commence bus…

221.0218 Reorganization of a national bank as a state bank. A national bank that is authorized to dissolve and that has taken the necessary steps to effect a dissolution, may reorganize as a state bank under this chapter, with the approval of the division and upon the consent in …

221.0219 Conversion of a credit union to a state bank. A credit union under ch. 186 may become a state bank under this chapter by doing all of the following: (1) Applying to the division of banking for authority to organize as a bank under this chapter and satisfying all requirem…

221.0301 General powers. Upon approval of the articles of incorporation by the division, the bank is a body corporate and, except as provided in sub. (6), has perpetual duration. In addition to all other powers granted under this chapter, a bank has all of the following powers: (…

221.0302 Branch banks and other facilities. (1g) DEFINITIONS. In this section: (a) “Affiliate” means any company that directly or indirectly controls, or is under common control with, another company. (b) “Bank holding company” has the meaning given in 12 USC 1841 (a). (c) “Comme…

221.0303 Customer bank communications terminals. (1) DEFINITION. In this section, “customer bank communications terminal” means a terminal or other facility or installation, attended or unattended, that is not located at the principal place of business or at a branch or remote fa…

221.0304 Safe deposits. A bank may take and receive personal property from any person for safekeeping and storage and may rent out the use of safes or other receptacles upon its premises upon such compensation as may be agreed upon. The bank has a lien for its charges on any prop…

221.0305 Memberships and investments in federal reserve bank. A bank may purchase and hold, for the purpose of becoming a member of the federal reserve bank, so much of the capital stock of the federal reserve bank as will qualify it for membership under 12 USC 321 to 339 in the …

221.0306 Memberships and investments in federal home loan bank. (1) PERMITTED ACTIVITIES. Subject to review by the division under sub. (2), a bank may, with the approval of its board of directors, purchase and hold capital stock of the federal home loan bank for the purpose of be…

221.0307 Memberships and investments in other state and federal agencies. A bank may, with the approval of the division and by action of the bank’s board of directors, acquire and hold the stock of any state or federal agency or of any similar institution approved by the division…

221.0308 Benefits under federal law; Federal Deposit Insurance Corporation. A bank may, by action of its board of directors, enter into such contracts, incur such obligations and perform such acts as may be necessary or appropriate in order to take advantage of any and all member…

221.0309 Investments in international banking and financial institutions. A bank may, with the approval of the division, invest an amount not exceeding in the aggregate 15 percent of its capital in one or more corporations principally engaged in international or foreign banking, …

221.0310 Federal National Mortgage Association. A bank that has loans secured by real estate mortgages may, with the approval of the division, sell all or any portion of the loans to the Federal National Mortgage Association, or any successor to that association. In connection wi…

221.0311 Investments in agricultural credit corporations. A bank may invest, with the approval of the division, in an agricultural credit corporation. Unless a bank owns at least 80 percent of the stock of the agricultural credit corporation, the amount invested by the bank may n…

221.0312 Investments in development companies. A bank is authorized to invest, in an amount not to exceed in the aggregate 5 percent of its capital, in shares of the Wisconsin Development Credit Corporation and in shares of small business investment companies located in this stat…

221.0313 Information to division; stock holdings. A bank that invests in the capital stock of other banks or of corporations as provided in this chapter shall furnish information concerning the condition of the other banks or corporations to the division upon demand. If the divis…

221.0314 Sale of U.S. bonds. A bank may, by resolution of its board of directors authorizing such action, act as agent for the U.S. treasury or other instrumentality of the United States in connection with the sale of bonds or other obligations of the United States or an instrume…

221.0315 Insurance activities. (1) INSURANCE INTERMEDIARY ACTIVITIES PERMITTED. A bank, or an officer or salaried employee of a bank, may obtain a license as an insurance intermediary, if otherwise qualified. (2) INSURANCE UNDERWRITING PROHIBITED. A bank may not, directly or thro…

221.0316 Trust powers. (1) GENERAL. When authorized by the division, and after the bank has in good faith complied with all requirements of law and fulfilled all the conditions precedent to the exercise of trust powers imposed by law upon trust company banks, a bank may act as tr…

221.0317 Securitization of assets. A bank may, with the approval of the division, securitize its assets for sale to the public in accordance with the rules which shall be promulgated by the division under this section. History: 1995 a. 336.

221.0318 Notes and debentures. (1) ISSUANCE. A bank may, by the action of its board of directors, issue and sell its notes or debentures of one or more classes in the amount, in the form and with the maturity determined by the board. The notes and debentures may confer such right…

221.0319 Real estate. 221.0319(1)(1) Purposes for which real estate may be held. A bank may purchase, lease, hold and convey only the following types of real estate: 221.0319(1)(a)(a) Real estate necessary for the convenient transaction of its business, including facilities conne…

221.0320 Limit of loans and investments. (1) IN GENERAL. Except as provided in subs. (2) to (8) and s. 221.0319 (3), the total liabilities of any person, other than a municipal corporation, to a bank for money borrowed may not, at any time, exceed 20 percent of the capital of the…

221.0321 Other loans and investments. (1) PERMITTED LENDING. Except as provided in sub. (3), a bank may lend under this subsection, through the bank or a subsidiary of the bank, to all borrowers from the bank and all of its subsidiaries, an aggregate amount not to exceed the perc…

221.0322 Additional banking authority. 221.0322(1)(1) Other permitted activities or powers. Subject to any regulatory approval required by law and subject to sub. (2) and s. 221.0315 (2), a bank, directly or through a subsidiary of the bank, may undertake any activity, exercise a…

221.0323 Bank purchase of its own stock. (1) IN GENERAL. A bank may be the holder or purchaser of not more than 10 percent of its capital stock, capital notes or debentures, except as provided in sub. (2). (2) DEBTS PREVIOUSLY CONTRACTED. A bank may be the holder or purchaser of …

221.0324 Assets not to be pledged as security. (1) IN GENERAL. A bank or bank officer may not give preference to any depositor or creditor by pledging the assets of the bank as collateral security, except to secure deposits where otherwise permitted or required by law for a parti…

221.0325 Certified checks. An officer, employee or agent of a bank may not certify a check, draft or order drawn upon the bank unless the person, firm or corporation drawing the check, draft or order has on deposit with the bank at the time the check, draft or order is certified …