SB494,126,2323 (h) "Deposit" has the meaning set forth in 12 USC 1813 (1).
SB494,126,2524 (i) "Depository institution" means any insured depository institution under 12
25USC 1813
(c) (2) and (3).
SB494,127,3
1(j) "Foreign bank holding company" means a bank holding company that is
2organized under the laws of a country other than the United States or any territory
3or possession of the United States.
SB494,127,64 (k) "In-state bank" means a bank that is organized under this chapter, a trust
5company bank organized under ch. 223 or a bank organized under federal law and
6having its principal place of business in this state.
SB494,127,107 (L) "In-state bank holding company" means a bank holding company that has
8its principal place of business in this state or a company that has control of a trust
9company organized under ch. 223 and is not controlled by a bank holding company
10other than an in-state bank holding company.
SB494,127,1311 (m) "Out-of-state bank holding company" means a bank holding company that
12is not an in-state bank holding company and, unless the context requires otherwise,
13includes a foreign bank holding company.
SB494,127,1514 (n) "Principal place of business" of a bank holding company means the state in
15which the total deposits of its bank subsidiaries are the greatest.
SB494,127,1716 (p) "State" means any state, territory or other possession of the United States,
17including the District of Columbia.
SB494,127,1818 (q) "Subsidiary" has the meaning set forth in 12 USC 1841 (d).
SB494,127,21 19(3) Approval requirements. (a) Except as otherwise expressly permitted by
20federal law or par. (b), no company may do any of the following without the prior
21approval of the division:
SB494,127,2222 1. Merge or consolidate with an in-state bank holding company.
SB494,127,2323 2. Assume direct or indirect ownership or control of:
SB494,128,3
1a. More than 25% of any class of voting shares of an in-state bank holding
2company or an in-state bank, if the acquiring company is not a bank holding
3company prior to the acquisition.
SB494,128,64 b. More than 5% of any class of voting shares of an in-state bank holding
5company or an in-state bank, if the acquiring company is a bank holding company
6prior to the acquisition.
SB494,128,87 c. All or substantially all of the assets of an in-state bank holding company or
8an in-state bank.
SB494,128,109 3. Take other action that results in the direct or indirect acquisition of control
10of an in-state bank holding company or an in-state bank.
SB494,128,1211 (b) The approval of the division is not needed under par. (a) in any of the
12following transactions:
SB494,128,1413 1. A transaction arranged by the division or a bank supervisory agency to
14prevent the insolvency or closing of the acquired bank.
SB494,128,1715 2. A transaction in which a bank forms its own bank holding company, if the
16ownership rights of the former bank shareholders are substantially similar to those
17of the shareholders of the new bank holding company.
SB494,128,2118 (c) In a transaction under par. (b) in which the division's approval is not
19required, the parties shall give written notice to the division at least 15 days before
20the effective date of the acquisition, unless a shorter period of notice is required
21under applicable federal law.
SB494,128,23 22(4) Required application. A company that requires the division's approval
23under sub. (3) (a) shall do all of the following:
SB494,128,2424 (a) File with the division an application in the form that the division requires.
SB494,128,2525 (b) Pay to the division an application fee determined by the division.
SB494,129,3
1(c) Reimburse the division for all actual costs incurred by the division in
2making an investigation related to the application under par. (a) and in holding any
3hearing on the application.
SB494,129,94 (d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed
5by the division, in the official state newspaper, of the application under par. (a) and
6of the opportunity for a hearing under sub. (5). If the application is to acquire an
7in-state bank, the notice also shall be published in a newspaper of general
8circulation in the city, village or town where the home office of the in-state bank is
9located.
SB494,129,1110 (e) File with the division proof of publication of the notice under par. (d), upon
11completion of the publication of the notice.
SB494,129,1412 (f) If the applicant is an out-of-state bank holding company, submit to the
13division with the application, proof that the applicant has complied with, or is
14exempt from, the requirements of subch. XV of ch. 180.
SB494,129,21 15(5) Hearing. (a) Except as provided in par. (b), the division shall hold a hearing
16on the application under sub. (4) (a) if at least 25 residents of this state petition for
17a hearing within 30 days after the notice under sub. (4) (d) or if the division, on its
18own motion, calls for a hearing within 30 days after the notice under sub. (4) (d).
19Except as provided in par. (b), the division may not approve any transaction under
20sub. (3) (a) until the later of 30 days after the notice under sub. (4) (d) or 30 days after
21any hearing required under this paragraph.
SB494,129,2422 (b) Paragraph (a) does not apply to a proposed transaction if the division finds
23that an emergency exists and that the proposed transaction is necessary and
24appropriate to prevent the probable failure of an in-state bank.
SB494,130,2
1(6) Standards for disapproval. The division may disapprove a transaction
2under sub. (3) (a) if the division finds any of the following:
SB494,130,63 (a) Considering the financial and managerial resources and future prospects
4of the applicant and of the in-state bank or in-state bank holding company, the
5transaction would be contrary to the best interests of the shareholders or customers
6of the in-state bank or in-state bank holding company.
SB494,130,107 (b) The action would be detrimental to the safety and soundness of the
8applicant or of the in-state bank or in-state bank holding company, or to the safety
9and soundness of a subsidiary or affiliate of the applicant, the in-state bank or the
10in-state bank holding company.
SB494,130,1611 (c) Because the applicant or its executive officers, directors or principal
12shareholders have not established a record of sound performance, efficient
13management, financial responsibility and integrity, the action would be contrary to
14the best interests of the depositors, other customers, creditors or shareholders of the
15applicant or of the in-state bank or in-state bank holding company or contrary to the
16best interests of the public.
SB494,130,2017 (d) The applicant has received a rating of "needs to improve record of meeting
18community credit needs" under 12 USC 2906 (b) (2) (C) or "substantial
19noncompliance in meeting community credit needs" under 12 USC 2906 (b) (2) (D)
20by the bank supervisory agency.
SB494,130,2421 (f) The applicant has failed to enter into an agreement prepared by the division
22to comply with the laws and rules of this state regulating consumer credit finance
23charges and other charges and related disclosure requirements, except to the extent
24preempted by federal law or regulation.
SB494,131,2
1(g) The applicant fails to meet any other standards established by rule of the
2division.
SB494,131,7 3(7) State concentration limit. The division may not approve any transaction
4under sub. (3) (a) if, upon consummation of the transaction, the applicant would
5control a greater percentage of the total amount of deposits of insured depository
6institutions in the state than the percentage specified under 12 USC 1842 (d) (2) (B)
7(ii).
SB494,131,12 8(8) Age requirement. (a) Except as provided in pars. (b) and (c), the division
9may not approve an application by an out-of-state bank holding company under sub.
10(3) (a) unless the in-state bank to be acquired, or all in-state bank subsidiaries of
11the in-state bank holding company to be acquired, have as of the proposed date of
12acquisition been in existence and in continuous operation for at least 5 years.
SB494,131,1713 (b) The division may approve an application for an acquisition of an in-state
14bank holding company that owns one or more in-state banks that have been in
15existence for less than 5 years, if the out-of-state bank holding company divests
16itself of those in-state banks within 2 years after the date of acquisition of the
17in-state bank holding company by the out-of-state bank holding company.
SB494,131,2218 (c) Paragraphs (a) and (b) do not apply to an in-state bank that is the surviving
19bank of a merger with an in-state bank that had been in existence and continuous
20operation for at least 5 years at the time of the merger or would have been in existence
21and in continuous operation for at least 5 years as of the proposed date of acquisition,
22if the merger had not taken place.
SB494,131,25 23(9) Reports. Each bank holding company that controls an in-state bank or an
24in-state bank holding company shall submit to the division reports under s.
25221.0526.
SB494,132,2
1(10) Penalties. The division may enforce the provisions of this section
2pursuant to s. 220.04 (9).
SB494,132,33 SUBCHAPTER X
SB494,132,54 RECORDS, REPORTS AND
5 LEGAL PROCESS
SB494,132,13 6221.1001 Stock book. Every bank shall keep a stock book. The stock book
7shall be subject to the inspection of officers, directors and shareholders of the bank
8during the usual hours for transacting business. The stock book shall show the
9name, residence and number of shares held by each shareholder. A refusal by the
10officers of such bank to exhibit the stock book to any person rightfully demanding
11inspection of the book, may be required to forfeit not more than $50. In all actions,
12suits and proceedings, the stock book is presumptive evidence of the facts contained
13in the book.
SB494,132,18 14221.1002 Reports; proofs of publication. (1) Reporting requirements. A
15bank shall make to the division not less than 2 reports during each calendar year.
16The reports shall be made at the times required by the division on forms prescribed
17and furnished by the division. The forms shall conform as nearly as practicable to
18that required of national banks, including any schedules.
SB494,132,24 19(2) Attestation. The reports under sub. (1) shall be signed and verified by the
20oath or affirmation of one of the officers of the bank, and shall be attested by at least
212 of the directors. If by reason of absence or other inability it is impracticable to
22obtain the signature of 2 directors, the report shall specify the reason why it is
23impracticable and the attestation by the director so absent or under disability is not
24required.
SB494,133,5
1(3) Resources and liabilities. The report under sub. (1) shall exhibit in detail
2and under the proper headings, the resources and liabilities of the bank at the close
3of the business of any past day specified by the division. The bank shall transmit the
4report to the division within 30 days after the receipt of request for the report from
5the division.
SB494,133,9 6(4) List of shareholders. When requested by the division, any bank shall
7report to the division a list of its shareholders, their residences, and the amount of
8stock held by each. The shareholder list shall be signed and verified by the oath or
9affirmation of one of the officers of the bank.
SB494,133,12 10(5) Special reports. The division may require special reports from a bank, if
11the division determines that the reports are necessary to inform the division fully of
12the bank's condition.
SB494,133,17 13221.1003 Forfeiture. A bank failing to make and transmit to the division a
14report or proof of publication required under this chapter may be required to forfeit
15to the division not more than $100 for each day after the report or proof of publication
16was required. If a bank fails or refuses to pay the forfeiture under this section, the
17division may institute proceedings for the recovery of the forfeiture.
SB494,133,19 18221.1004 False statements. (1) Prohibition. An officer, director or employe
19of a bank may not do any of the following:
SB494,133,2120 (a) Wilfully and knowingly subscribe to or make, or cause to be made, any false
21statement or false entry in the books of the bank.
SB494,133,2322 (b) Knowingly subscribe to or exhibit false papers with the intent to deceive any
23person authorized to examine the affairs of the bank.
SB494,133,2424 (c) Knowingly make, state, or publish any false report or statement of the bank.
SB494,134,3
1(2) Penalties. Any person who violates sub. (1) may be fined not less than
2$1,000 nor more than $5,000, or imprisoned not less than one year nor more than 10
3years, or both.
SB494,134,10 4221.1005 Refusal to permit inspection. If an officer in charge of a bank
5refuses to submit the books, papers and concerns of the bank to the inspection of the
6division, or refuses to be examined under oath touching the concerns of the bank, the
7division may inform the attorney general. The department of justice shall then
8institute an action to procure a judgment dissolving the bank. In order to carry out
9this section, the division may commence and maintain in the division's name any
10action necessary or proper to enforce this section.
SB494,134,14 11221.1006 Fees for certified copies. If a certified copy of a record filed in the
12division is lawfully required to be furnished by the division, the division may assess
13a reasonable fee as determined by the banking review board. These fees shall be
14deposited in the general fund.
SB494,134,17 15221.1007 Legal process; how served. Legal process against a bank may be
16served upon the bank in the manner provided by law for service on other corporations
17organized under the laws of this state.
SB494,135,4 18221.1008 Record search. A bank is entitled to reimbursement for expenses
19and costs incurred in searching for, reproducing and transporting books, papers,
20records and other data required to be produced by legal process, unless otherwise
21prohibited by law from collecting these expenses and costs. The expenses and costs
22shall be paid by persons seeking such production, including governmental units as
23defined in s. 108.02 (17). A bank may not be required to produce books, papers,
24records and other data in response to legal process unless the expenses and costs,
25identified in an itemized invoice to be provided by the bank, are paid or unless

1payment is tendered to the bank in cash or by certified check or draft. This section
2does not require the division to reimburse banks for expenses and costs incurred in
3the exercise by the division of statutory authority to examine banks and enforce the
4banking laws of this state.
SB494,135,55 SUBCHAPTER XI
SB494,135,66 BANK SERVICE CORPORATIONS
SB494,135,7 7221.1101 Bank service corporations. (1) Definitions. In this subchapter:
SB494,135,108 (a) "Bank service corporation" means a corporation organized to perform bank
9services for 2 or more banks, each of which owns part of the capital stock of the
10corporation.
SB494,135,1411 (b) "Bank services" means check and deposit sorting and posting, computation
12and posting of interest and other credits and charges, preparation and mailing of
13checks, statements, notices and similar items, or any other clerical, bookkeeping,
14accounting, statistical or other similar functions performed for a bank.
SB494,135,1815 (c) "Invest" includes any advance of funds to a bank service corporation,
16whether by purchase of stock, the making of a loan, or otherwise, except a payment
17for rent earned, goods sold and delivered, or services rendered prior to the making
18of the payment.
SB494,135,21 19(2) Investments in bank service corporations. (a) Two or more banks may
20invest not more than 10% of the capital of each of the banks in a bank service
21corporation.
SB494,136,222 (b) If stock in a bank service corporation is held by 2 banks, and one of the banks
23ceases to utilize the services of the corporation and ceases to hold stock in it, and
24leaves the other as the sole stock holding bank, the corporation may nevertheless

1continue to function as a bank service corporation and the other bank may continue
2to hold stock in it.
SB494,136,8 3(3) Services to competitive banks. (a) Except as provided in par. (b), if a bank,
4referred to in this subsection as the "applying bank", applies for a type of bank service
5for itself from a bank service corporation that supplies the same type of bank service
6to another bank, and the applying bank is competitive with a bank that holds stock
7in the bank service corporation, the bank service corporation must offer to supply the
8service by doing at least one of the following, at the option of the applying bank:
SB494,136,109 1. Issuing stock to the applying bank and furnishing the bank service to it on
10the same basis as to the other banks holding stock in the bank service corporation.
SB494,136,1311 2. Furnishing the bank service to the applying bank at a rate no higher than
12necessary to fairly reflect the cost of the service, including the reasonable cost of the
13capital provided to the bank service corporation by its shareholders.
SB494,136,2014 (b) The bank service corporation need not offer to supply the bank service to
15the applying bank under par. (a) if the service at competitive overall costs are
16available to the applying bank from another source, or if the furnishing of the bank
17service sought by the applying bank would be beyond the practical capacity of the
18bank service corporation. In any action or proceeding to enforce the duty imposed
19by this subsection, or for damages for the breach of this section, the bank service
20corporation has the burden of showing the applicability of this paragraph.
SB494,136,23 21(4) Permitted activities of bank service corporations. A bank service
22corporation may not engage in any activity other than the performance of bank
23services for banks.
SB494,137,4 24(5) Contracting for bank services. A bank may cause to be performed, by
25contract or otherwise, any bank service for itself, whether on or off its premises, if

1the bank and the party performing the service provide the division with assurances,
2satisfactory to the division, that the performance of the service will be subject to
3regulation and examination by the division to the same extent as if the service was
4being performed by the bank itself on its own premises.
SB494,137,55 SUBCHAPTER XII
SB494,137,66 BANK-OWNED BANKS
SB494,137,10 7221.1201 Stock in bank-owned banks. A bank, or, subject to the limitations
8of s. 221.0901, a bank holding company, may, with the approval of the division,
9acquire and hold stock, in an aggregate amount not exceeding 10% of its capital, in
10one or more of the following:
SB494,137,11 11(1) A bank chartered under s. 221.1202.
SB494,137,12 12(2) A national bank chartered under 12 USC 27 (b).
SB494,137,14 13(3) A bank holding company wholly owning a bank described under sub. (1) or
14(2).
SB494,137,20 15221.1202 Bank-owned banks. (1) Establishment and ownership. The
16division may authorize the establishment of, and issue a charter to, a bank, all of the
17stock of which is owned by 2 or more depository institutions or depository institution
18holding companies. Notwithstanding any other requirement of this section, the
19division may authorize, by rule, up to 10% of the stock to be held by other persons
20to accommodate operational needs of the bank.
SB494,137,23 21(2) Status and powers. A bank established under sub. (1) is a state bank
22chartered under this chapter for all purposes, except that its functions are limited
23solely to doing the following:
SB494,138,224 (a) Providing banking and banking-related services to or for depository
25institutions, subsidiaries of depository institutions, depository institution holding

1companies, subsidiaries of depository institution holding companies and directors,
2officers and employes of other depository institutions.
SB494,138,53 (b) Providing correspondent banking services at the request of other depository
4institutions or depository institution holding companies, and to depository
5institution trade associations.
SB494,138,7 6(3) Stock issuance. A bank established under sub. (1) may authorize and hold
7authorized but not issued stock.
SB494, s. 25 8Section 25. Chapter 223 (title) of the statutes is amended to read:
SB494,138,99 CHAPTER 223
SB494,138,1110 TRUST COMPANY BANKS
11 and other fiduciaries
SB494, s. 26 12Section 26. Subchapter I (title) of chapter 223 [precedes 223.01] of the statutes
13is created to read:
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