Subdivision 1. Authorization. Any state bank may issue preferred stock of one or more classes, with or without voting rights, with the approval of the commissioner of commerce and without change of its certificate of incorporation, when its board of directors is so authorized by a majority vote of its stockholders, at a general or special meeting thereof called for such purpose. Provided, however, that in no event shall the amount of preferred stock exceed 50 percent of the total common stock and surplus of such issuing bank.
Subd. 2. Limits on issuance. Such preferred stock may be issued to any person, firm, or corporation, and the holders thereof shall have such rights as are set forth under the terms of issue of such preferred stock. No issue of preferred stock shall be valid until the capital stock shall have been fully paid in, and no dividend shall be paid on the common stock of a bank until all terms of the issue of such preferred stock shall have been satisfied.
Subd. 3. Terms of issue. The terms of issue of such preferred stock shall set its rank or priority as between other stock issue, provided that such preferred stock shall be subordinated to all claims of depositors or other creditors in case of the insolvency of the issuing bank. Such preferred stock shall in no case be subject to any assessment, nor shall otherwise be liable for the obligations of the issuing bank. Before any such preferred stock is retired or paid by the issuing bank, it must first obtain the approval of the commissioner of commerce.
Subd. 4. Surplus fund requirement. At the end of each dividend period, after deducting all necessary expenses, losses, amounts receivable more than one year overdue and not well secured, interest, and taxes due or levied, all of the remaining net profits for the period shall be set aside as a surplus fund, if the surplus fund of such bank is not then equal to one-fifth of the capital stock. If the surplus fund is more than one-fifth of the capital stock, ten percent of the remaining net profits for the period shall be set aside as a surplus fund until it equals 50 percent of the total capital stock. After these provisions are complied with, the bank may, without prior approval of the commissioner, pay dividends as provided under the terms of issue of such preferred stock. Dividends on preferred stock may be paid out of the undivided profit account without regard to earnings in the last concluded year, if the surplus equals 50 percent of the total capital stock and the undivided profit account would not be thereby reduced to less than 25 percent of the total capital stock.
Subd. 5. Preferred stock as capital stock. Any preferred stock issued by a state bank shall be part of its capital stock structure, and the terms "capital stock" or "capital" in any laws of this state pertaining to state banks shall be deemed to also include and apply to preferred stock.
Subd. 6. Rules and orders. The commissioner is authorized to issue such rules and orders as may be necessary to administer and carry out the provisions and purposes of this section.
1957 c 634 s 1; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1985 c 248 s 70; 1987 c 349 art 1 s 12
Structure Minnesota Statutes
Section 48.02 — Capital And Surplus; Prepayment Of Capital.
Section 48.032 — Preemptive Rights.
Section 48.033 — State Banks, Liability Of Shareholders.
Section 48.04 — Increase And Reduction Of Capital.
Section 48.05 — Capital Not To Be Withdrawn; Dividends.
Section 48.055 — Issuance Of Preferred Stock, Conditions.
Section 48.056 — Reverse Stock Split.
Section 48.06 — Board Of Directors.
Section 48.07 — Officers; Appointment, Removal.
Section 48.08 — Directors And Officers, Restricted Use Of Bank Funds; Dealings With Bank.
Section 48.09 — Dividends; Surplus.
Section 48.10 — Annual Audit; Report.
Section 48.11 — Contracts, How Made.
Section 48.12 — Bonds Of Officers And Employees.
Section 48.13 — Conditions Of Bonds.
Section 48.14 — Examinations, Reports To Show Names Of Bonded Officers And Employees.
Section 48.15 — Special Powers.
Section 48.151 — Additional Powers.
Section 48.152 — State Bank Acquisition And Leasing Of Personal Property.
Section 48.153 — Installment Loans; Finance Charges; Minimum Charges.
Section 48.154 — Prepayment, Extension Of Terms.
Section 48.155 — Allowable Additional Charges.
Section 48.156 — Loan Due On Default.
Section 48.157 — Copy Of Note To Borrower.
Section 48.158 — Settlement Of Checks At Less Than Par.
Section 48.16 — Banks May Not Pledge Assets; Exceptions.
Section 48.17 — Powers Of Officers Or Employees.
Section 48.18 — Pledges Or Liens Of Assets Subject To Prior Liens.
Section 48.185 — Open End Loan Account Arrangements.
Section 48.194 — Installment Sales Contracts; Loans.
Section 48.195 — Interest Rates; Usury Limit For Depository Institutions.
Section 48.196 — Penalty For Usurious Interest.
Section 48.20 — Unauthorized Pledges, Notes, Liens Void.
Section 48.21 — Real Estate; Restrictions On Holding.
Section 48.23 — Bank Not To Lend On Its Own Stock Or Purchase Same.
Section 48.24 — Restrictions Upon Total Liabilities To A Bank.
Section 48.245 — War Veteran; Minority; Contract For Loan.
Section 48.27 — Limitation On Amount Of Deposits.
Section 48.28 — Liquidation Unless Deposits Are Reduced.
Section 48.30 — Deposits In Name Of Minor.
Section 48.301 — Multiparty Accounts.
Section 48.31 — State Banks Organized From National Banks.
Section 48.32 — State Banks Or Trust Companies May Be Members Of Federal Reserve Banks.
Section 48.33 — Execution Of Trust.
Section 48.35 — Clearinghouses.
Section 48.37 — Certificates From Commissioner.
Section 48.39 — Trust Accounts Recorded.
Section 48.40 — Subject To Orders Of Court.
Section 48.41 — Corporate Name.
Section 48.42 — Bank May Be Designated As Savings Bank.
Section 48.43 — Bank May Cease Operations; Duties Of Commissioner.
Section 48.44 — Bank May Organize As Trust Company.
Section 48.45 — Corporate Names.
Section 48.46 — Authorized Securities Purchased.
Section 48.47 — Banking And Trust Company Business.
Section 48.48 — Reports To Commissioner.
Section 48.49 — Books To Be Kept.
Section 48.512 — Procedures For Opening Checking Accounts.
Section 48.513 — Financial Intermediary Fees.
Section 48.56 — Banking Institution May Use Federal Banking Laws.
Section 48.59 — Commissioner May Accept Examinations And Reports Of Corporation.
Section 48.605 — State Banks, Employee Stock Option And Stock Purchase Plans.
Section 48.61 — Authorized Investments For State Banks And Trust Companies.
Section 48.62 — Bank May Issue Notes Or Debentures.
Section 48.63 — Security For Deposits Not Required.
Section 48.64 — Deposits Of Trust Funds.
Section 48.74 — Funds And Property Held In Fiduciary Capacity.
Section 48.88 — Violations; Penalties.
Section 48.89 — Clerical Service Corporation.
Section 48.892 — Clerical Services Offices.
Section 48.90 — Legislative Intent.
Section 48.93 — Acquisition Procedure.