1995 Wisconsin Act 27

221.50 Declaration of unlimited individual responsibility. The stockholders of any bank organized under the provisions of this chapter may file with the commissioner of banking division a declaration in writing, signed by each and all of them and by them acknowledged, consenting and agreeing to hold themselves individually responsible for all the debts, demands and liabilities of said bank. Upon application therefor the commissioner division shall make and certify a copy of said declaration which shall be received in evidence and have the same effect as the original declaration would have if produced in evidence and duly proved.

27,6174 Section 6174 . 221.51 of the statutes is amended to read:

221.51 Liability under the stockholders' declaration. On and from the filing of such declaration the persons who have executed the same shall be individually liable for all the debts, demands and liabilities of said bank, as well those then existing and unpaid as those thereafter to be made, created or incurred. And in any action brought against any such bank for any debt, demand or liability thereof it shall be competent for the party plaintiff to join as defendant therewith any one, or more, or all of the stockholders, whose names are attached to such declaration, and in such action to recover and have judgment and execution against the defendants or either or any of them; provided, that nothing herein shall be construed to prevent any action from being maintained for any debt, demand or liability of such bank against said bank alone, or against the said stockholders, or either or any of them. In case of the bona fide sale and transfer of any stock or interest of any stockholder, in any such bank, as provided in s. 221.43, a written memorandum of such transfer, signed and acknowledged in manner aforesaid by the vendor of said stock or interest, may be filed with the commissioner of banking division, and thereupon the individual liability of such vendor for the debts, demands and liabilities of said bank, which may be created or incurred after the expiration of 6 months from and after the filing of said memorandum shall cease; and in such case the purchaser of said stock shall not become or be responsible or liable in any manner for the debts, demands and liabilities of such bank unless the purchaser shall execute and file the declaration mentioned in s. 221.50.

27,6175 Section 6175 . 221.52 of the statutes is amended to read:

221.52 (title) Commissioner Division may disregard such declaration. The commissioner of banking, the commissioner's deputy or any examiner appointed by the commissioner division shall not be required to take into consideration such certificate of unlimited individual responsibility in determining the impairment of capital of any bank, or in determining the solvency of any such bank.

27,6176 Section 6176 . 221.53 of the statutes is amended to read:

221.53 Fees for certified copies. Whenever any certified copy or copies of any records or papers filed in the office of the commissioner of banking division shall be lawfully required to be furnished by the commissioner division, the commissioner division shall be entitled to a fee of 10 cents for each folio for making such copy or copies and 50 cents for each certificate. All such fees shall be paid by the commissioner division into the state treasury to the credit of the general fund.

27,6177 Section 6177 . 221.56 (1) of the statutes is amended to read:

221.56 (1) Any domestic corporation, investment trust, or other form of trust or any regional state bank holding company which shall own, hold or in any manner control a majority of the stock in a state bank or trust company, or a bank or bank holding company which through a transaction under s. 701.108 acquires control of a majority of the stock in a state bank, shall be deemed to be engaged in the business of banking and shall be subject to the supervision of the office of the commissioner of banking division. It shall file reports of its financial condition when called for by the commissioner of banking division, and the commissioner division may order an examination of its condition and solvency whenever in his or her the division's opinion such examination is required, and the cost of such examination shall be paid by such corporation or association. Whenever in the opinion of the commissioner division the condition of such corporation or association shall be such as to endanger the safety of the deposits in any bank or trust company which is owned or in any manner controlled by such corporation, or the operation of such corporation, association or trust shall be carried on in such manner as to endanger the safety of such bank or trust company or its depositors, the commissioner division may order such corporation or trust to remedy such condition or policy within 90 days and if such order is not complied with, the commissioner division shall have power to fully direct the operation of such banks or trust companies until such order is complied with, and may withhold all dividends from such corporation or trust during the period in which the commissioner division may exercise such authority.

27,6178 Section 6178 . 221.57 of the statutes is amended to read:

221.57 Bank-owned banks. The commissioner division may authorize the establishment of, and issue a charter to, a bank, all of the stock of which is owned by 2 or more state or national banks whose home offices are situated in this state. Notwithstanding any other requirement of this section, the commissioner division may authorize, by rule, up to 10% of the stock to be held by other persons to accommodate operational needs of the bank. The bank shall be deemed a state bank chartered under this chapter for all purposes, except that its functions shall be limited solely to providing banking and banking-related services to other banks, subsidiaries of banks, bank holding companies, subsidiaries of bank holding companies and directors, officers and employes of other banks, subsidiaries of banks, bank holding companies and subsidiaries of bank holding companies. Such bank shall be empowered to authorize and to hold authorized but not issued stock.

27,6179 Section 6179 . 221.58 (2) (b) of the statutes is amended to read:

221.58 (2) (b) An in-state bank or in-state bank holding company proposing any action under par. (a) shall provide the commissioner of banking division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.

27,6180 Section 6180 . 221.58 (4) (a) of the statutes is amended to read:

221.58 (4) (a) The commissioner of banking division finds that the statutes of the regional state in which the regional state bank holding company has its principal place of business permit in-state bank holding companies both to acquire one or more regional state banks and to acquire and merge with one or more regional state bank holding companies in the regional state.

27,6181 Section 6181 . 221.58 (4) (b) of the statutes is amended to read:

221.58 (4) (b) The commissioner of banking division has not disapproved the acquisition of or merger with the in-state bank or in-state bank holding company.

27,6182 Section 6182 . 221.58 (4) (c) of the statutes is amended to read:

221.58 (4) (c) The commissioner of banking division gives a class 3 notice, under ch. 985, in the official state newspaper, of the application to take an action under sub. (3) and of the opportunity for a hearing and, if at least 25 residents of this state petition for a hearing within 30 days of the final notice or if the commissioner division on his or her the division's motion calls for a hearing within 30 days of the final notice, the commissioner division holds a public hearing on the application, except that a hearing is not required if the commissioner division finds that an emergency exists and that the proposed action under sub. (3) is necessary and appropriate to prevent the probable failure of an in-state bank that is closed or in danger of closing.

27,6183 Section 6183 . 221.58 (4) (d) of the statutes is amended to read:

221.58 (4) (d) The commissioner of banking division is provided a copy of any original application seeking approval by a federal agency of the acquisition of an in-state bank or acquisition of or merger with an in-state bank holding company and of any supplemental material or amendments filed with the application.

27,6184 Section 6184 . 221.58 (4) (e) of the statutes is amended to read:

221.58 (4) (e) The applicant has paid the commissioner of banking division a fee of $5,000, together with the actual costs incurred by the commissioner division in making an investigation related to the application and in holding any hearing on the application.

27,6185 Section 6185 . 221.58 (6) (intro.) of the statutes is amended to read:

221.58 (6) Standards for disapproval. (intro.) The commissioner division may disapprove any action under sub. (3) if the commissioner division finds any of the following:

27,6186 Section 6186 . 221.58 (6) (em) of the statutes is amended to read:

221.58 (6) (em) The applicant has failed to enter into an agreement prepared by the commissioner division to comply with laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.

27,6187 Section 6187 . 221.58 (6) (g) of the statutes is amended to read:

221.58 (6) (g) The applicant fails to meet any other standards established by rule of the commissioner division.

27,6188 Section 6188 . 221.58 (8) (a) of the statutes is amended to read:

221.58 (8) (a) Subsections (1) to (6) do not apply prior to January 1, 1987, except that the commissioner division may promulgate rules under sub. (6) (g) to be applicable no earlier than the date that subs. (1) to (6) apply.

27,6189 Section 6189 . 221.58 (10) of the statutes is amended to read:

221.58 (10) Divestiture. Any bank holding company that ceases to be either an in-state bank holding company or a regional state bank holding company shall immediately notify the commissioner of banking division of the change in its status and shall, as soon as practical and within not more than 2 years after the event causing it to no longer be either an in-state bank holding company or a regional state bank holding company, divest itself of control of all in-state banks and in-state bank holding companies. A bank or bank holding company that fails to immediately notify the commissioner division is liable for a forfeiture of $500 for each day beginning with the day its status changes and ending with the day notification is received by the commissioner division.

27,6190 Section 6190 . 223.02 (1) of the statutes is amended to read:

223.02 (1) Before any such corporation shall commence business it shall deposit with the state treasurer not less than 50 per cent of the amount of its capital stock, but no such corporation shall be required to deposit more than $100,000, such deposit to be in cash, or securities eligible for trust investments under ch. 881 and approved by the commissioner of banking division and shall be held by the state treasurer in trust as security for the faithful execution of any trust which may be lawfully imposed upon and accepted by it; such corporation may from time to time withdraw the said securities as well as the cash, or any part thereof; provided that securities or cash of the amount and value required by this section shall, at all times, during the existence of such corporation remain in the possession of the state treasurer for the purpose aforesaid and until otherwise ordered by a court of competent jurisdiction, unless released pursuant to sub. (2). The said treasurer shall pay over to such corporation the interest, dividends or other income which the treasurer collects upon such securities, or may authorize the said corporation to collect the same for its own benefit. Upon such deposit being made and approved, the state treasurer shall issue a certificate of such fact and an amount equal to the sum stated in such certificate shall remain with the treasurer in the manner provided above; in case the capital stock is increased or diminished the amount of such deposit shall be increased or diminished to comply herewith and a new certificate of such fact shall be issued accordingly.

27,6191 Section 6191 . 223.02 (2) of the statutes is amended to read:

223.02 (2) The securities and cash deposited pursuant to sub. (1) by any bank shall be released by the state treasurer and returned to the bank, whenever the commissioner of banking division shall certify to the state treasurer that the bank no longer exercises fiduciary powers and that he or she the division is satisfied that there are no outstanding trust liabilities.

27,6192 Section 6192 . 223.025 of the statutes is amended to read:

223.025 Capital necessary to qualify as fiduciary. Notwithstanding any other provision of law, a corporation organized, continued or reorganized under this chapter, a majority of the outstanding voting stock of which is controlled directly or indirectly by a holding company organized under ch. 180, which has complied with s. 223.02 and which has combined unimpaired capital stock and surplus of $200,000 or more or, if located in a city, town or village of less than 100,000 inhabitants, unimpaired capital stock of not less than $50,000, shall not be required to provide additional capital and surplus if the parent holding company of the corporation files with the commissioner of banking division an undertaking, in a form approved by the commissioner division, to be fully responsible for the existing and future fiduciary acts and omissions of the corporation and the commissioner division determines that, under the circumstances, the combined and unimpaired capital stock and surplus of the parent holding company of the corporation are adequate.

27,6193 Section 6193 . 223.03 (10) of the statutes is amended to read:

223.03 (10) Any such corporation may, with the approval of the court having jurisdiction, but without profit to itself, transfer to trust estates any mortgages or other securities owned by it which comply with the requirements of legal investments for trust funds under the statutes. The commissioner of banking division shall at each examination of said corporation, examine all mortgages and other securities held by said corporation as assets of trust estates, excepting the trust estates where investment of trust funds is not required of the trustee, and for the purpose of such examination the commissioner division shall possess all the power and authority conferred upon the commissioner division by this chapter.

27,6194 Section 6194 . 223.03 (14) of the statutes is amended to read:

223.03 (14) To establish and maintain a branch trust company bank with the approval of the commissioner of banking division. Section 221.04 (1) (jm) 2. to 8., as it applies to bank branch offices under that paragraph, applies to trust company bank branch offices under this subsection.

27,6195 Section 6195 . 223.07 (1) of the statutes is amended to read:

223.07 (1) Any trust company bank may, with the approval of the commissioner of banking division, establish and maintain a trust service office at any office in this state of a state or national bank if the establishment of the trust service office has been approved by the board of directors of the state or national bank at a meeting called for that purpose.

27,6196 Section 6196 . 223.07 (3) of the statutes is amended to read:

223.07 (3) If the state or national bank at which a trust service office is to be established has exercised trust powers, the trust company bank and the state or national bank shall enter into an agreement respecting those fiduciary powers to which the trust company bank shall succeed and shall file the agreement with the commissioner of banking division. The trust company bank shall cause a notice of the filing, in a form prescribed by the commissioner division, to be published as a class 1 notice, under ch. 985, in the city, village or town where the state or national bank is located. After filing and publication, the trust company bank establishing the office shall, as of the date the office first opens for business, without further authorization of any kind, succeed to and be substituted for the state or national bank as to all fiduciary powers, rights, duties, privileges and liabilities of the bank in its capacity as fiduciary for all estates, trusts, guardianships and other fiduciary relationships of which the bank is then serving as fiduciary, except as may be otherwise specified in the agreement between the trust company bank and the state or national bank. The trust company bank shall also be deemed named as fiduciary in all writings, including, but not limited to, wills, trusts, court orders and similar documents and instruments naming the state or national bank as fiduciary, signed before the date the trust office first opens for business, unless expressly negated by the writing or otherwise specified in the agreement between the trust company bank and the state or national bank. On the effective date of the substitution, the state or national bank shall be released and absolved from all fiduciary duties and obligations under such writings and shall discontinue its exercise of trust powers on all matters not specifically retained by the agreement. This subsection does not effect a discharge in the manner of s. 701.16 (6) or other applicable statutes and does not absolve a state or national bank exercising trust powers from liabilities arising out of any breach of fiduciary duty or obligation occurring prior to the date the trust service office first opens for business at the bank. This subsection does not affect the authority, duties or obligations of a bank with respect to relationships which may be established without trust powers, including escrow arrangements, whether the relationships arise before or after the establishment of the trust service office.

27,6197 Section 6197 . 223.105 (2) (a) of the statutes is amended to read:

223.105 (2) (a) Such rules as may be established by the commissioner of banking division under s. 220.04 (7); and

27,6198 Section 6198 . 223.105 (3) (a) of the statutes is amended to read:

223.105 (3) (a) To assure compliance with such rules as may be established under s. 220.03 (7) the office of the commissioner division of banking, commissioner, the office of credit unions and commissioner the division of savings and loan shall, at least once every 18 months, examine the fiduciary operations of each organization which is under its respective jurisdiction and is subject to examination under sub. (2). If a particular organization subject to examination under sub. (2) is not otherwise under the jurisdiction of one of the foregoing agencies, such examination shall be conducted by the office of the commissioner division of banking.

27,6199 Section 6199 . 223.105 (4) of the statutes is amended to read:

223.105 (4) Notice of fiduciary operation. Except for those organizations licensed under ch. 221 or this chapter, any organization engaged in fiduciary operations as defined in this section shall, as required by rule, notify the commissioner division of banking, the commissioner office of credit unions or the commissioner of savings and loan of that fact, directing the notice to the commissioner agency then exercising regulatory authority over the organization or, if there is none, to the commissioner division of banking. Any organization which intends to engage in fiduciary operations shall, prior to engaging in such operations, notify the appropriate commissioner agency of this intention. The notifications required under this subsection shall be on forms and contain information required by the rules promulgated by the commissioner division of banking.

27,6200 Section 6200 . 223.105 (5) of the statutes is amended to read:

223.105 (5) Enforcement remedy. The commissioner division of banking or other appropriate commissioner under this section the division of savings and loan or office of credit unions shall upon the failure of such organization to submit notifications or reports required under this section or otherwise to comply with the provisions of this section, or rules established by the commissioner division of banking under s. 220.04 (7), upon due notice, order such defaulting organization to cease and desist from engaging in fiduciary activities and may apply to the appropriate court for enforcement of such order.

27,6201 Section 6201 . 223.105 (6) of the statutes is amended to read:

223.105 (6) Sunset. Except for an organization regulated by the office of the commissioner of credit unions or the commissioner division of savings and loan or an organization authorized by the commissioner division of banking to operate as a bank or trust company bank under ch. 221 or this chapter, an organization may not begin activity as a fiduciary operation under this section after May 12, 1992. An organization engaged in fiduciary operations under this section on May 12, 1992, may continue to engage in fiduciary operations after that date.

27,6202 Section 6202 . 223.12 (1) of the statutes is amended to read:

223.12 (1) Any trust company, incorporated under the laws of any other state, named by any resident of this state, as executor or trustee, or both, under that person's last will and testament or any codicil thereto, may be appointed and may accept appointment and may act as executor of, or trustee under, the last will and testament of any such person in this state, or both, provided trust companies of this state are permitted to act as such executor or trustee, or both, in the state where such foreign corporation has its domicile, and such foreign corporation shall have executed and filed in the office of the commissioner with the division of banking a written instrument appointing the commissioner in the commissioner's name of office division its true and lawful attorney upon whom all process may be served in any action or proceeding against such executor or trustee, affecting or relating to the estate represented or held by such executor or trustee, or the acts or defaults of such corporation in reference to such estate, with the same effect as if it existed in this state and had been lawfully served with process therein, and shall also have filed in the office of such commissioner with the division a copy of its charter, articles of organization and all amendments thereto certified to by the secretary of state or other proper officer of said foreign state under the seal of office together with the post-office address of its principal office and shall further have complied with s. 223.02.

27,6203 Section 6203 . Subchapter I (title) of chapter 224 [precedes 224.02] of the statutes is created to read:

Chapter 224

Subchapter I
Banking provisions

27,6204 Section 6204 . 224.06 (1) of the statutes is amended to read:

224.06 (1) As a condition precedent to qualification or entry upon the discharge of his or her duties, every person appointed or elected to any position requiring the receipt, payment or custody of money or other personal property owned by a bank or in its custody or control as collateral or otherwise, shall give a bond from an insurer qualified under s. 610.11 to do business in this state, in such adequate sum as the directors shall require and approve. In lieu of individual bonds the commissioner division may accept a schedule or blanket bond which covers all of the officers and employes of any bank whose duties include the receipt, payment or custody of money or other personal property for or on behalf of the bank. All such bonds shall be in the form prescribed by the commissioner of banking division.

27,6205 Section 6205 . 224.06 (3) of the statutes is amended to read:

224.06 (3) Such bond shall be sufficient in amount to protect the bank from loss by reason of acts of fraud or dishonesty including forgery, theft, embezzlement, wrongful abstraction or misapplication on the part of the person, directly or through connivance with others. At any time the commissioner division may require additional bond or security, when in the commissioner's division's opinion, the bonds then executed and approved are insufficient.

27,6206 Section 6206 . 224.06 (4) of the statutes is amended to read:

224.06 (4) Every such bond shall provide that no cancellation or other termination of the bond shall be effective unless the surety gives in advance at least 10 days' written notice by registered mail to the commissioner division. If the bond is canceled or terminated at the request of the insured (employer), the surety shall give the written notice to the commissioner division within 10 days after the receipt of such request.

27,6207 Section 6207 . 224.06 (5) of the statutes is amended to read:

224.06 (5) For reasons which the commissioner division deems valid and sufficient the commissioner division may waive as to the cancellation or termination of any such bond the 10-day written notice in advance required by sub. (4) and may give written consent to the termination or cancellation being made effective as of a date agreed upon and requested by the surety and the bank.

27,6208 Section 6208 . 224.075 of the statutes is amended to read:

224.075 Financially related services tie-ins. In any transaction conducted by a bank, bank holding company or a subsidiary of either with a customer who is also a customer of any other subsidiary of any of them, the customer shall be given a notice in 12-point boldface type in substantially the following form:

NOTICE OF RELATIONSHIP

This company, .... (insert name and address of bank, bank holding company or subsidiary), is related to .... (insert name and address of bank, bank holding company or subsidiary) of which you are also a customer. You may not be compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction.

If you feel that you have been compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction, you should contact the management of either of the above companies at either of the above addresses or the office of the commissioner division of banking at .... (insert address).

27,6209 Section 6209 . 224.70 of the statutes is created to read:

224.70 Administration. This subchapter shall be administered by the department.

27,6210 Section 6210 . 224.72 (8) of the statutes is created to read:

224.72 (8) Fees. (a) Each applicant shall pay an initial registration fee of $39 to the department. If an examination is required, the applicant shall pay an examination fee, in an amount set by the department, in addition to the initial registration fee.

(b) An applicant for registration as a mortgage banker shall pay a temporary registration fee of $10 to the department.

(c) (intro.) The renewal dates and renewal fees for registrations are as follows:

(d) The fee for a transfer of a loan originator registration is $5.

27,6211b Section 6211b. 226.025 (3) of the statutes is amended to read:

226.025 (3) The appointment of the secretary of state department of financial institutions or the designation of a resident agent as attorney for the service of summons, notice, pleadings or process under s. 180.1507 shall be applicable only to actions or proceedings against the foreign corporations described in this section (unless such corporations have been admitted to this state for purposes other than those mentioned in this section) where the cause of action or proceeding arises out of transactions between such foreign corporations and public utilities operating in this state with which such foreign corporations are affiliated; and to actions or proceedings by or before the public service commission or office of the commissioner of railroads involving the transactions described in sub. (1), or involving the relation between such foreign corporations and public utilities operating in this state with which they are affiliated.

27,6212b Section 6212b. 226.14 (1) of the statutes is amended to read:

226.14 (1) No common law trust organized in this state, and no such trust formed or organized under or by authority of the laws of any state or foreign jurisdiction, for the purpose of doing business under a declaration of trust which shall have issued to five or more persons, or which shall sell or propose to sell beneficial interests, certificates or memberships therein, shall transact business, or acquire, hold or dispose of property in this state until the trustees named in said declaration of trust shall have caused to be filed in the office of the secretary of state with the department of financial institutions the original declaration of trust, or a true copy thereof, and all amendments which may be made, verified as such by the affidavits of two of the signers thereof. A like verified copy of the declaration and such amendments, and a certificate of the secretary of state department of financial institutions, showing the date when such declaration was filed and accepted by the secretary of state department of financial institutions within thirty days of such filing and acceptance, shall be recorded with the register of deeds of the county in which such trust has its principal office or place of business in this state. No such trust shall transact business in this state until such declaration or such copy thereof be left for record. The register of deeds shall forthwith transmit to the secretary of state department of financial institutions a certificate stating the time when such copy was recorded and shall be entitled to a fee of twenty-five cents therefor, to be paid by the person presenting such papers for record. Upon receipt of such certificate the secretary of state department of financial institutions shall issue to said trustees a certificate of filing.

27,6213b Section 6213b. 226.14 (3) of the statutes is amended to read:

226.14 (3) Every such trust shall pay to the secretary of state department of financial institutions a filing fee of $50, and $15 for each subsequent amendment, together with a further fee of $1 for each $1,000 of beneficial certificates sold or offered for sale in this state.

27,6214b Section 6214b. 226.14 (4) (intro.) of the statutes is amended to read: