AB2-SSA1,20,19
15222.0201 Procedure. (1) Application. A financial institution may apply to
16become certified as a universal bank by filing a written application with the division.
17The application shall include all information required by the division. The
18application shall be on the forms and in accordance with the procedures prescribed
19by the division.
AB2-SSA1,20,25
20(2) Review by division. An application submitted by a financial institution
21under sub. (1) shall either be approved or disapproved by the division, in writing,
22within 60 days after the date on which application is filed with the division. The
23division and the financial institution may mutually agree to extend the application
24period for an additional period of 60 days. The division shall approve an application
25if all of the applicable requirements under s. 222.0203 (1) are met.
AB2-SSA1,21,3
1222.0203 Eligibility. (1) Requirements. The division may approve an
2application from a financial institution for certification as a universal bank only if
3all of the following requirements are met:
AB2-SSA1,21,54
(a) The financial institution has been in existence and continuous operation for
5a minimum of 3 years before the date of the application.
AB2-SSA1,21,66
(b) The financial institution is well-capitalized.
AB2-SSA1,21,117
(c) The financial institution does not exhibit a combination of financial,
8managerial, operational, and compliance weaknesses that is moderately severe or
9unsatisfactory, as determined by the division based upon the division's assessment
10of the financial institution's capital adequacy, asset quality, management capability,
11earnings quantity and quality, adequacy of liquidity, and sensitivity to market risk.
AB2-SSA1,21,1512
(d) During the 12-month period before the date of the application, the financial
13institution has not been the subject of an enforcement action, and there is no
14enforcement action pending against the financial institution by any state or federal
15financial institution regulatory agency, including the division.
AB2-SSA1,21,2016(e) The most current evaluation prepared under
12 USC 2906 that the financial
17institution has received rates the financial institution as "outstanding" or
18"satisfactory" in helping to meet the credit needs of its entire community, including
19low-income and moderate-income neighborhoods, consistent with the safe and
20sound operation of the financial institution.
AB2-SSA1,22,221
(f) If the financial institution has received from its federal functional regulator,
22as defined in
15 USC 6809 (2), a consumer compliance examination that contains
23information regarding the financial institution's compliance with
15 USC 6801 to
246803 and any applicable regulations prescribed under
15 USC 6804, the most recent
1such examination indicates, in the opinion of the division, that the financial
2institution is in substantial compliance with those statutes or regulations.
AB2-SSA1,22,8
3(2) Failure to maintain eligibility; limitation of authority and
4decertification. For any period during which a universal bank fails to meet the
5requirements under sub. (1), the division shall limit or restrict the exercise of the
6powers of the universal bank under this chapter. In addition to or in lieu of limiting
7or restricting the universal bank's authority under this subsection, the division may
8by order revoke the universal bank's certificate of authority issued under s. 222.0205.
AB2-SSA1,22,12
9222.0205 Certificate of authority. Upon approval of an application for
10certification as a universal bank, the division shall issue to the applicant a certificate
11of authority stating that the financial institution is certified as a universal bank
12under this chapter.
AB2-SSA1,22,21
13222.0207 Voluntary termination of certification. A financial institution
14that is certified as a universal bank under this chapter may elect to terminate its
15certification by giving 60 days' prior written notice of the termination to the division.
16A termination under this section is effective only with the written approval of the
17division. A financial institution shall, as a precondition to termination under this
18section, terminate its exercise of all powers granted under this chapter before the
19termination of the certification. The division's written approval of a financial
20institution's termination under this section is void if the financial institution fails to
21satisfy the precondition to termination under this section.
AB2-SSA1,22,2322
SUBCHAPTER III
23
ORGANIZATION
AB2-SSA1,23,3
24222.0301 Articles of incorporation and bylaws. A universal bank shall
25continue to operate under its articles of incorporation and bylaws as in effect prior
1to certification as a universal bank or as such articles or bylaws may be subsequently
2amended in accordance with the provisions of the chapter under which the universal
3bank was organized or chartered.
AB2-SSA1,23,10
4222.0303 Name. (1) Use of "bank." Notwithstanding ss. 214.035, 215.40 (1)
5(c), and 215.60 (1) (c) and subject to subs. (2) and (3) (b), a universal bank may use
6the word "bank" in its name, without having to include the word "savings."
7Notwithstanding ss. 215.40 (1) (a) and 215.60 (1) (a) and subject to subs. (2) and (3)
8(b), a universal bank that is organized under ch. 215 and that uses the word "bank"
9in its name in accordance with this section need not include the words "savings and
10loan association" or "savings association" in its name.
AB2-SSA1,23,13
11(2) Distinguishability. Except as provided in sub. (3), the name of the
12universal bank shall be distinguishable upon the records of the division from all of
13the following names:
AB2-SSA1,23,1514
(a) The name of every other financial institution organized under the laws of
15this state.
AB2-SSA1,23,1716
(b) The name of every national bank or foreign bank authorized to transact
17business in this state.
AB2-SSA1,23,21
18(3) Exceptions. (a) A universal bank may apply to the division for authority
19to use a name that does not meet the requirements under sub. (2). The division may
20authorize the use of the name if any of the conditions under s. 221.0403 (2) (a) or (b)
21is met.
AB2-SSA1,23,2422
(b) A universal bank may use a name that is used in this state by another
23financial institution or by an institution authorized to transact business in this state,
24if the universal bank has done any of the following:
AB2-SSA1,23,2525
1. Merged with the other institution.
AB2-SSA1,24,1
12. Been formed by reorganization of the other institution.
AB2-SSA1,24,32
3. Acquired all or substantially all of the assets, including the name, of the
3other institution.
AB2-SSA1,24,6
4222.0305 Capital and assets. (1)
Capital requirements. Notwithstanding
5subch. VI of ch. 214 and ss. 215.24 and 221.0205, the division shall determine the
6minimum capital requirements of universal banks.
AB2-SSA1,24,8
7(2) Certain asset requirements. Section 214.045 does not apply to universal
8banks.
AB2-SSA1,24,15
9222.0307 Acquisitions, mergers, and asset purchases.
(1) In general. 10A universal bank may, with the approval of the division, purchase the assets of,
11merge with, acquire, or be acquired by any other financial institution, universal
12bank, national bank, or federally chartered savings bank or savings and loan
13association, or by a holding company of any of these entities. Notwithstanding subch.
14III of ch. 214 and ss. 214.09 and 215.36, the approval of the division of savings
15institutions is not required.
AB2-SSA1,24,19
16(2) Applications for approval. An application for approval under sub. (1) shall
17be submitted on a form prescribed by the division and accompanied by a fee
18determined by the division. In processing and acting on applications under this
19section the division shall apply the following standards:
AB2-SSA1,24,2120
(a) For universal banks organized under ch. 214, the standards described in ss.
21214.09, 214.62 to 214.64, and 214.665, and subch. III of ch. 214.
AB2-SSA1,24,2322
(b) For universal banks organized under ch. 215, the standards described in ss.
23215.35, 215.36, 215.53, and 215.73.
AB2-SSA1,24,2524
(c) For universal banks chartered under ch. 221, the standards described in
25subchs. VII and IX of ch. 221.
AB2-SSA1,25,2
1SUBCHAPTER IV
2
POWERS
AB2-SSA1,25,7
3222.0401 Federal financial institution powers. (1)
In general. (a)
Powers
4exercised by universal bank. Subject to any applicable requirements of sub. (2), a
5universal bank may exercise any power that may be directly exercised by a federally
6chartered savings bank, a federally chartered savings and loan association, or a
7federally chartered national bank.
AB2-SSA1,25,128
(b)
Powers exercised by subsidiary of universal bank. Subject to any applicable
9requirements of sub. (2), a universal bank, through a subsidiary, may exercise any
10power that a federally chartered savings bank, a federally chartered savings and
11loan association, or a federally chartered national bank may exercise through a
12subsidiary.
AB2-SSA1,25,25
13(2) Approval required for exercise of federal power. Except as otherwise
14provided in this subsection, a universal bank shall file with the division a written
15request to exercise a power under sub. (1). The division shall determine whether the
16requested power is permitted under sub. (1). Within 60 days after receiving a request
17under this subsection, the division shall approve the request, if the power is
18permitted under sub. (1), or shall disapprove the request if the power is not permitted
19under sub. (1). The division and the universal bank may mutually agree to extend
20this 60-day period for an additional period of 60 days. The division shall periodically
21publish, in the Wisconsin administrative register, a list of all powers approved under
22this subsection and, upon publication, shall mail a copy of the list to all universal
23banks. A universal bank need not request the permission of the division under this
24subsection to exercise any power described in the most current list published under
25this subsection.
AB2-SSA1,26,4
1(3) Exercise of federal powers through a subsidiary. The division may
2require that certain powers exercisable by a universal bank under sub. (1) (a) be
3exercised through a subsidiary of the universal bank with appropriate safeguards to
4limit the risk exposure of the universal bank.
AB2-SSA1,26,7
5222.0403 Loan powers. (1) Permitted purposes. A universal bank may
6make, sell, purchase, arrange, participate in, invest in, or otherwise deal in loans or
7extensions of credit for any purpose.
AB2-SSA1,26,11
8(2) In general. (a)
Percentage limitation. Except as provided in subs. (3) to
9(8), the total liabilities of any person, other than a municipal corporation, to a
10universal bank for a loan or extension of credit may not exceed 20% of the universal
11bank's capital at any time.
AB2-SSA1,26,1412
(b)
Partnership liabilities. In determining compliance with this section,
13liabilities of a partnership include the liabilities of the general partners, computed
14individually as to each general partner on the basis of his or her direct liability.
AB2-SSA1,26,18
15(3) Increased limit for certain secured liabilities. The total liabilities of any
16person, other than a municipal corporation, to a universal bank for a loan or
17extension of credit may not exceed 50% of the universal bank's capital at any time,
18if the liabilities consist entirely of any of the following types of liabilities:
AB2-SSA1,26,2219
(a)
Warehouse receipts. A liability secured by warehouse receipts issued by
20warehouse keepers who are licensed and bonded in this state under ss. 99.02 and
2199.03 or under the federal Bonded Warehouse Act or who are licensed under s.
22126.26, if all of the following requirements are met:
AB2-SSA1,26,2323
1. The receipts cover readily marketable nonperishable staples.
AB2-SSA1,26,2424
2. The staples are insured, if it is customary to insure the staples.
AB2-SSA1,27,2
13. The market value of the staples is not, at any time, less than 140% of the face
2amount of the obligation.
AB2-SSA1,27,43
(b)
Certain bonds or notes. A liability in the form of a note or bond that meets
4any of the following qualifications:
AB2-SSA1,27,75
1. The note or bond is secured by not less than a like amount of bonds or notes
6of the United States issued since April 24, 1917, or certificates of indebtedness of the
7United States.
AB2-SSA1,27,128
2. The note or bond is secured or covered by guarantees or by commitments or
9agreements to take over, or to purchase, the bonds or notes, and the guarantee,
10commitment, or agreement is made by a federal reserve bank, the federal small
11business administration, the federal department of defense, or the federal maritime
12commission.
AB2-SSA1,27,1413
3. The note or bond is secured by mortgages or trust deeds insured by the
14federal housing administration.
AB2-SSA1,27,16
15(4) Obligations of local governmental units. (a)
Definition. In this
16subsection, "local governmental unit" has the meaning given in s. 22.01 (7).
AB2-SSA1,27,1917
(b)
General limitation. Except as otherwise provided in this subsection, the
18total liabilities of a local governmental unit to a universal bank for money borrowed
19may not, at any time, exceed 25% of the capital of the universal bank.
AB2-SSA1,27,2520
(c)
Revenue obligations. Liabilities in the form of revenue obligations of a local
21governmental unit are subject to the limitations provided in par. (b). In addition, a
22universal bank may invest in a general obligation of that local governmental unit in
23an amount that will bring the combined total of the general obligations and revenue
24obligations of a single local governmental unit to a sum not in excess of 50% of the
25capital of the universal bank.
AB2-SSA1,28,4
1(d)
General obligations. If the liabilities of the local governmental unit are in
2the form of bonds, notes, or other evidences of indebtedness that are a general
3obligation of a local governmental unit, the total liability of the local governmental
4unit may not exceed 50% of the capital of the universal bank.
AB2-SSA1,28,95
(e)
Temporary borrowings. The total amount of temporary borrowings of any
6local governmental unit maturing within one year after the date of issue may not
7exceed 60% of the capital of the universal bank. Temporary borrowings and
8longer-term general obligation borrowings of a single local governmental unit may
9be considered separately in determining compliance with this subsection.
AB2-SSA1,28,15
10(5) Obligations of certain international organizations; other foreign bonds. 11A universal bank may purchase bonds offered for sale by the International Bank for
12Reconstruction and Development and the Inter-American Development Bank or
13any other foreign bonds approved under rules established by the division. The
14aggregate investment in any of these bonds issued by a single issuer may not exceed
1510% of the capital of the universal bank.
AB2-SSA1,28,21
16(6) Foreign national government bonds. A universal bank may purchase
17general obligation bonds issued by any foreign national government if the bonds are
18payable in United States funds. The aggregate investment in these foreign bonds
19may not exceed 3% of the capital of the universal bank, except that this limitation
20does not apply to bonds of the Canadian government and Canadian provinces that
21are payable in United States funds.
AB2-SSA1,29,4
22(7) Limits established by board. (a)
When financial statements required. A
23universal bank may not make or renew a loan or loans, the aggregate total of which
24exceeds the level established by the board of directors without being supported by a
25signed financial statement of the borrower, unless the loan is secured by collateral
1having a value in excess of the amount of the loan. A signed financial statement
2furnished by the borrower to a universal bank in compliance with this paragraph
3must be renewed annually as long as the loan or any renewal of the loan remains
4unpaid and is subject to this paragraph.
AB2-SSA1,29,95
(b)
Treatment of loans complying with limits. A loan or a renewal of a loan made
6by a universal bank in compliance with par. (a), without a signed financial statement,
7may be treated by the universal bank as entirely independent of any secured loan
8made to the same borrower if the loan does not exceed the applicable limitations
9provided in this section.
AB2-SSA1,29,10
10(8) Exceptions. This section does not apply to any of the following:
AB2-SSA1,29,1411
(a)
Liabilities secured by certain short-term federal obligations. A liability that
12is secured by not less than a like amount of direct obligations of the United States
13which will mature not more than 18 months after the date on which such liabilities
14to the universal bank are entered into.
AB2-SSA1,29,1815
(b)
Certain federal and state obligations or guaranteed obligations. A liability
16that is a direct obligation of the United States or this state, or an obligation of any
17governmental agency of the United States or this state, that is fully and
18unconditionally guaranteed by the United States or this state.
AB2-SSA1,29,2019
(c)
Commodity Credit Corporation liabilities. A liability in the form of a note,
20debenture, or certificate of interest of the Commodity Credit Corporation.
AB2-SSA1,29,2421
(d)
Discounting bills of exchange or business or commercial paper. A liability
22created by the discounting of bills of exchange drawn in good faith against actually
23existing values or the discounting of commercial or business paper actually owned
24by the person negotiating the same.
AB2-SSA1,30,6
1(e)
Certain other federal or federally guaranteed obligations. Obligations of, or
2obligations that are fully guaranteed by, the United States and obligations of any
3federal reserve bank, federal home loan bank, the Student Loan Marketing
4Association, the Government National Mortgage Association, the Federal National
5Mortgage Association, the Federal Home Loan Mortgage Corporation, the
6Export-Import Bank of Washington, or the Federal Deposit Insurance Corporation.
AB2-SSA1,30,21
7(9) Additional authority. (a)
In general. In addition to the authority
8granted under subs. (1) to (8), and except as provided in par. (b), a universal bank may
9lend under this subsection, through the universal bank or subsidiary of the universal
10bank, to all borrowers from the universal bank and all of its subsidiaries, an
11aggregate amount not to exceed 20% of the universal bank's capital. Except as
12provided in subs. (3) and (4), neither a universal bank nor any subsidiary of the
13universal bank may lend to any borrower, under this subsection or any other law or
14rule, an amount that would result in an aggregate amount for all loans to that
15borrower that exceeds 20% of the universal bank's capital. A universal bank or its
16subsidiary may take an equity position or other form of interest as security in a
17project funded through loans made under this paragraph. Every transaction by a
18universal bank or its subsidiary under this paragraph requires prior approval by the
19governing board of the universal bank or its subsidiary, respectively. Loans made
20under this paragraph are not subject to s. 221.0326 or to classification as losses, for
21a period of 2 years from the date of each loan except as provided in par. (b).
AB2-SSA1,31,322
(b)
Suspension of additional authority. The division may suspend the authority
23established under par. (a) and, in such case, may specify how an outstanding loan
24shall be treated by the universal bank or its subsidiary. Among the factors that the
25division may consider in suspending authority under par. (a) are the universal bank's
1capital adequacy, asset quality, earnings quantity, earnings quality, adequacy of
2liquidity, and sensitivity to market risk and the ability of the universal bank's
3management.
AB2-SSA1,31,8
4(10) Exercise of loan powers; prohibited considerations. In determining
5whether to make a loan or extension of credit, no universal bank may consider any
6health information obtained from the records of an affiliate of the universal bank
7that is engaged in the business of insurance, unless the person to whom the health
8information relates consents.
AB2-SSA1,31,16
9222.0405 Investment powers. (1) Investment securities. Except as
10provided in subs. (3) to (8), a universal bank may purchase, sell, underwrite, and hold
11investment securities, consistent with safe and sound banking practices, up to 100%
12of the universal bank's capital. A universal bank may not invest greater than 20%
13of the universal bank's capital in the investment securities of one obligor or issuer.
14In this subsection, "investment securities" includes commercial paper, banker's
15acceptances, marketable securities in the form of bonds, notes, debentures, and
16similar instruments that are regarded as investment securities.
AB2-SSA1,31,20
17(2) Equity securities. Except as provided in subs. (3) to (8), a universal bank
18may purchase, sell, underwrite, and hold equity securities, consistent with safe and
19sound banking practices, up to 20% of the universal bank's capital or, if approved by
20the division in writing, a greater percentage of the universal bank's capital.
AB2-SSA1,32,10
21(3) Housing activities. With the prior written consent of the division, a
22universal bank may invest in the initial purchase and development, or the purchase
23or commitment to purchase after completion, of home sites and housing for sale or
24rental, including projects for the reconstruction, rehabilitation, or rebuilding of
25residential properties to meet the minimum standards of health and occupancy
1prescribed for a local governmental unit, the provision of accommodations for retail
2stores, shops, and other community services that are reasonably incident to that
3housing, or the stock of a corporation that owns one or more of those projects and that
4is wholly owned by one or more financial institutions. The total investment in any
5one project may not exceed 15% of the universal bank's capital, nor may the
6aggregate investment under this subsection exceed 50% of the universal bank's
7capital. A universal bank may not make an investment under this subsection unless
8it is in compliance with the capital requirements set by the division under s. 222.0305
9(1) and with the capital maintenance requirements of its deposit insurance
10corporation.
AB2-SSA1,32,22
11(4) Profit-participation projects. A universal bank may take equity positions
12in profit-participation projects, including projects funded through loans from the
13universal bank, in an aggregate amount not to exceed 20% of the universal bank's
14capital. The division may suspend the investment authority under this subsection.
15If the division suspends the investment authority under this subsection, the division
16may specify how outstanding investments under this subsection shall be treated by
17the universal bank or its subsidiary. Among the factors that the division may
18consider in suspending authority under this subsection are the universal bank's
19capital adequacy, asset quality, earnings quantity, earnings quality, adequacy of
20liquidity, sensitivity to market risk, and the ability of the universal bank's
21management. This subsection does not authorize a universal bank, directly or
22indirectly through a subsidiary, to engage in the business of underwriting insurance.
AB2-SSA1,32,25
23(5) Debt investments. A universal bank may invest in bonds, notes,
24obligations, and liabilities described under s. 222.0403 (3) to (7), subject to the
25limitations under those subsections.
AB2-SSA1,33,2
1(6) Certain liabilities. This section does not limit investment in the
2liabilities described in s. 222.0403 (8).
AB2-SSA1,33,4
3(7) Certain investments. A universal bank may invest without limitation in
4any of the following:
AB2-SSA1,33,75
(a)
Business development corporations. Stocks or obligations of a corporation
6organized for business development by this state or by the United States or by an
7agency of this state or the United States.
AB2-SSA1,33,98
(b)
Urban renewal investment corporations. Obligations of an urban renewal
9investment corporation organized under the laws of this state or of the United States.
AB2-SSA1,33,1410
(c)
Certain bank insurance companies. An equity interest in an insurance
11company or an insurance holding company organized to provide insurance for
12universal banks and for persons affiliated with universal banks, solely to the extent
13that this ownership is a prerequisite to obtaining directors' and officers' insurance
14or blanket bond insurance for the universal bank through the company.
AB2-SSA1,33,1815
(d)
Certain remote service unit corporations. Shares of stock, whether
16purchased or otherwise acquired, in a corporation acquiring, placing, and operating
17remote service units under s. 214.04 (21) or 215.13 (46) or bank communications
18terminals under s. 221.0303 (2).
AB2-SSA1,33,2019
(e)
Service corporations. Equity or debt securities or instruments of a service
20corporation subsidiary of the universal bank.
AB2-SSA1,33,2121
(f)
Federal funds. Advances of federal funds.
AB2-SSA1,33,2522
(g)
Certain risk management financial products. With the prior written
23approval of the division, financial futures transactions, financial options
24transactions, forward commitments, or other financial products for the purpose of
25reducing, hedging, or otherwise managing its interest rate risk exposure.
AB2-SSA1,34,2
1(h)
Certain fiduciaries. A subsidiary organized to exercise corporate fiduciary
2powers under ch. 112.
AB2-SSA1,34,63
(i)
Agricultural credit corporations. An agricultural credit corporation, except
4that if the universal bank owns less than 80% of the stock of the agricultural credit
5corporation, the universal bank may not invest more than 20% of the universal
6bank's capital in the agricultural credit corporation.
AB2-SSA1,34,97
(j)
Deposit accounts and insured obligations. Deposit accounts or insured
8obligations of any financial institution, the accounts of which are insured by a deposit
9insurance corporation.
AB2-SSA1,34,1510
(k)
Certain federal obligations. Obligations of, or obligations that are fully
11guaranteed by, the United States and stocks or obligations of any federal reserve
12bank, federal home loan bank, the Student Loan Marketing Association, the
13Government National Mortgage Association, the Federal National Mortgage
14Association, the Federal Home Loan Mortgage Corporation, or the Federal Deposit
15Insurance Corporation.
AB2-SSA1,34,1616
(L)
Other investments. Any other investment authorized by the division.
AB2-SSA1,34,19
17(8) Investments in other financial institutions. In addition to the authority
18granted under ss. 222.0307 and 222.0409, and subject to the limitations of sub. (2),
19a universal bank may invest in other financial institutions.
AB2-SSA1,34,23
20(9) Investments through subsidiaries. A universal bank may make
21investments under this section, directly or indirectly through a subsidiary, unless
22the division determines that an investment shall be made through a subsidiary with
23appropriate safeguards to limit the risk exposure of the universal bank.
AB2-SSA1,35,3
1222.0407 Universal bank purchase of its own stock. (1) In general. A
2universal bank may hold or purchase not more than 10% of its capital stock, notes,
3or debentures, except as provided in sub. (2) or (3).
AB2-SSA1,35,5
4(2) Division approval. A universal bank may hold or purchase more than 10%
5of its capital stock, notes, or debentures, if approved by the division.
AB2-SSA1,35,17
6(3) Additional authority. A universal bank may hold or purchase more than
710% of its capital stock, notes, or debentures if the purchase is necessary to prevent
8loss upon a debt previously contracted in good faith. Stock, notes, or debentures held
9or purchased under this subsection may not be held by the universal bank for more
10than 6 months if the stock, notes, or debentures can be sold for the amount of the
11claim of the universal bank against the holder of the debt previously contracted. The
12universal bank shall either sell the stock, notes, or debentures within 12 months of
13acquisition under this subsection or shall cancel the stock, notes, or debentures.
14Cancellation of the stock, notes, or debentures reduces the amount of the universal
15bank's capital stock, notes, or debentures. If the reduction reduces the universal
16bank's capital below the minimum level required by the division, the universal bank
17shall increase its capital to the amount required by the division.