(1) A state bank or trust company may not reduce the number of shares of its outstanding capital stock without first obtaining the approval of the office. Approval shall be withheld if the reduction will cause capital accounts to be less than the minimum required pursuant to the financial institutions codes.
(2) A state bank or trust company may provide for an increase in its number of outstanding shares of capital stock after filing a written notice with the office at least 15 days before making such increase. The office may waive the time requirement upon a demonstration of good cause.
(3) If a bank or trust company’s capital accounts have been diminished by losses to less than the minimum required pursuant to the financial institutions codes, the market value of its shares of capital stock is less than the present par value, and the bank or trust company cannot reasonably issue and sell new shares of stock to restore its capital accounts at a share price of par value or greater of the previously issued capital stock, the office, notwithstanding any other provisions of part I of chapter 607 and, if applicable, part II or part III of chapter 607, or the financial institutions codes, may approve special stock offering plans.
(a) Such plans may include, but are not limited to, mechanisms for stock splits including reverse splits; revaluations of par value of outstanding stock; changes in voting rights, dividends, or other preferences; and creation of new classes of stock.
(b) The plan must be approved by majority vote of the bank or trust company’s entire board of directors and by holders of two-thirds of the outstanding shares of stock.
(c) The office shall disapprove a plan that provides unfair or disproportionate benefits to existing shareholders, directors, executive officers, or their related interests. The office shall also disapprove any plan that is not likely to restore the capital accounts to sufficient levels to achieve a sustainable, safe, and sound financial institution.
(d) For any bank or trust company that the office determines to be a failing financial institution pursuant to s. 655.4185, the office may approve special stock offering plans without a vote of the shareholders.
History.—s. 2, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 26, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 1, ch. 91-307; ss. 1, 120, ch. 92-303; s. 1782, ch. 2003-261; s. 14, ch. 2008-75; s. 26, ch. 2011-194; s. 63, ch. 2014-209; s. 12, ch. 2018-139.
Note.—Former s. 659.10.
Structure Florida Statutes
Title XXXVIII - Banks and Banking
Chapter 658 - Banks and Trust Companies
658.16 - Creation of Banking or Trust Corporation.
658.165 - Banker’s Banks; Formation; Applicability of Financial Institutions Codes; Exceptions.
658.19 - Application for Authority to Organize a Bank or Trust Company.
658.20 - Investigation by Office.
658.21 - Approval of Application; Findings Required.
658.22 - Coordination With Federal Agencies.
658.235 - Subscriptions for Stock; Approval of Major Shareholders.
658.24 - Organizational Procedures.
658.25 - Opening for Business.
658.26 - Places of Transacting Business; Branches; Facilities.
658.27 - Control of Bank or Trust Company; Definitions and Related Provisions.
658.28 - Acquisition of Control of a Bank or Trust Company.
658.285 - Acquisition or Ownership of State Banks by International Banking Corporations.
658.2953 - Interstate Branching.
658.30 - Application of the Florida Business Corporation Act.
658.33 - Directors, Number, Qualifications; Officers.
658.34 - Shares of Capital Stock.
658.35 - Share Options; Warrants.
658.37 - Dividends and Surplus.
658.39 - Stockholders; Examination of Records.
658.40 - Definitions for Merger and Consolidation.
658.41 - Merger; Resulting State or National Bank.
658.42 - Plan of Merger and Merger Agreement.
658.43 - Approval by Office; Valuation of Assets; Emergency Action.
658.44 - Approval by Stockholders; Rights of Dissenters; Preemptive Rights.
658.45 - Certificate of Merger and Effective Date; Effect on Charters and Powers.
658.491 - Commercial Loans by Financial Institutions.
658.51 - Banks Authorized to Make Commodity Loans.
658.53 - Borrowing; Limits of Indebtedness.
658.60 - Depositories of Public Moneys and Pledge of Assets.
658.67 - Investment Powers and Limitations.
658.73 - Fees and Assessments.
658.79 - Taking Possession of Insolvent State Banks or Trust Companies.
658.80 - Appointment of Receiver or Liquidator.
658.81 - Office Action; Notice and Court Confirmation.
658.82 - Receiver; Powers and Duties.
658.83 - Liquidator; Powers and Duties.
658.84 - Transfers by Banks and Other Acts in Contemplation of Insolvency.
658.90 - Receivers or Liquidators Under Supervision of Office.
658.94 - Prima Facie Evidence.
658.95 - Voluntary Liquidation.