Chapter 221

221.0320(8) (8) Exceptions. This section does not apply to any of the following:

221.0320(8)(a) (a) A liability that is secured by not less than a like amount of direct obligations of the United States which will mature not more than 18 months after the date such liabilities to the bank are entered into.

221.0320(8)(b) (b) A liability that is a direct obligation of the United States or this state, or an obligation of any governmental agency of the United States or this state, that is fully and unconditionally guaranteed by the United States or this state.

221.0320(8)(c) (c) A liability in the form of a note, debenture or certificate of interest of the Commodity Credit Corporation.

221.0320(8)(d) (d) A liability in the form of a note or debenture issued by the Federal National Mortgage Association or the export-import bank of Washington.

221.0320(8)(e) (e) A liability in the form of a note, debenture or bond issued by the federal home loan bank.

221.0320(8)(f) (f) A liability created by the discounting of bills of exchange drawn in good faith against actually existing values or the discounting of commercial or business paper actually owned by the person negotiating the same.

221.0320 History History: 1995 a. 336; 2001 a. 16; 2003 a. 33.

221.0320 Cross-reference Cross-reference: See also ch. DFI-Bkg 18, Wis. adm. code.

221.0321 221.0321 Other loans and investments.

221.0321(1) (1) Permitted lending. Except as provided in sub. (3), a bank may lend under this subsection, through the bank or a subsidiary of the bank, to all borrowers from the bank and all of its subsidiaries, an aggregate amount not to exceed the percentage of its capital established by the division under sub. (3). Neither a bank nor any subsidiary of the bank may lend to any borrower, under this subsection and any other law or rule, an amount that would result in an aggregate amount for all loans to that borrower that exceeds the percentage of the bank’s capital established under sub. (3). A bank or its subsidiary may take an equity position or other form of interest as security in a project funded through these loans. A transaction by a bank or its subsidiary under this subsection requires prior approval by the board of directors of the bank or its subsidiary, respectively. Except as provided in sub. (3), these loans are not subject to s. 221.0326 or to classification as losses, for a period of 2 years from the date of each loan.

221.0321(2) (2) Permitted investments. Except as provided in sub. (3), a bank may invest under this subsection, through the bank or subsidiary of the bank, amounts not to exceed, in the aggregate, that percentage of its capital established by the division under sub. (3) in equity positions, such as profit-participation projects. A bank may take an investment position in a project with respect to which it is also a lender. The bank shall limit its liability as an investor in a specific project under this subsection to an amount not exceeding the amount of its investment in that project. For purposes of calculating the bank’s aggregate investment under this subsection, the amount of each investment shall be established as of the date that the investment is made. A transaction by a bank under this subsection requires prior approval by the board of directors of the bank and shall be disclosed to the shareholders of the bank prior to each annual meeting of the shareholders.

221.0321(3) (3) Limits established by the division. The division shall establish for each bank the applicable percentage, not to exceed 20 percent, under sub. (1) and the applicable percentage, not to exceed 20 percent, under sub. (2). The division may withdraw or suspend a percentage established under this subsection and, in such case, may specify how outstanding loans or investments shall be treated by the bank or its subsidiary. Among the factors that the division may consider in establishing, withdrawing or suspending a percentage under this subsection are the bank’s capital, assets, management and liquidity ratio, and capital ratio.

221.0321(4) (4) Record-keeping requirements. At the time of making a loan or investment, the bank or its subsidiary shall note in its records whether it is made under sub. (1) or (2). The forms of security for loans under sub. (1) and the forms of investment under sub. (2) shall be as approved by the division by rule.

221.0321(5) (5) Certain secured loans. A bank may make loans secured by assignment or transfer of stock certificates or other evidence of the borrower’s ownership interest in a corporation formed for the cooperative ownership of real estate. Sections 846.10 and 846.101, as they apply to a foreclosure of a mortgage involving a one-family residence, apply to a proceeding to enforce the lender’s rights in security given for a loan under this subsection. The division shall promulgate joint rules with the office of credit unions that establish procedures for enforcing a lender’s rights in security given for a loan under this subsection.

221.0321(6) (6) Investments in other financial institutions. In addition to the authority granted under s. 221.1201 and subject to the limitations of sub. (3), a bank may invest in other financial institutions.

221.0321 History History: 1995 a. 336; 1997 a. 35; 1999 a. 9; 2003 a. 33.

221.0321 Cross-reference Cross-reference: See also ch. DFI-Bkg 18, Wis. adm. code.

221.0322 221.0322 Additional banking authority.

221.0322(1) (1) Other permitted activities or powers. Subject to any regulatory approval required by law and subject to sub. (2) and s. 221.0315 (2), a bank, directly or through a subsidiary of the bank, may undertake any activity, exercise any power or offer any financially related product or service in this state that any other provider of financial products or services may undertake, exercise or provide or that the division finds to be financially related.

221.0322(2) (2) Division rules. The activities, powers, products and services that may be undertaken, exercised or offered by banks under sub. (1) are limited to those specified by rule of the division and, with respect to loans under s. 221.0321 (1) and investments under s. 221.0321 (2), are subject to the limitations set forth in s. 221.0321. The division may direct any bank to cease any activity, the exercise of any power or the offering of any product or service authorized by rule under this subsection. Among the factors that the division may consider in so directing a bank are the bank’s capital, assets, management and liquidity ratio, and capital ratio.

221.0322 History History: 1995 a. 336.

221.0322 Cross-reference Cross-reference: See also ch. DFI-Bkg 16, Wis. adm. code.

221.0323 221.0323 Bank purchase of its own stock.

221.0323(1) (1) In general. A bank may be the holder or purchaser of not more than 10 percent of its capital stock, capital notes or debentures, except as provided in sub. (2).

221.0323(2) (2) Debts previously contracted. A bank may be the holder or purchaser of more than 10 percent of its capital stock, capital notes or debentures if the purchase is necessary to prevent loss upon a debt previously contracted in good faith. Stock, notes or debentures purchased under this subsection may not be held by the bank for more than 6 months if the stock, notes or debentures can be sold for the amount of the claim of the bank against the same, and they must be sold for the best price obtainable within one year, or they shall be canceled, and shall then amount to a reduction of the capital stock, capital notes or debentures. If the reduction reduces the capital stock below the minimum required by law, the bank’s capital stock must be increased to the amount required by law.

221.0323(3) (3) Use as security. A bank may not loan any part of its capital, surplus or deposits on the capital stock, capital notes or debentures of its own bank as collateral security.

221.0323(4) (4) Status of treasury shares. Treasury shares are issued shares but not outstanding shares. All shares acquired by a bank after July 1, 1996, constitute treasury shares unless any of the following conditions exists:

221.0323(4)(a) (a) The articles of incorporation prohibit treasury shares.

221.0323(4)(b) (b) The board of directors, by resolution, cancels the acquired shares, in which event the shares are restored to the status of authorized but unissued shares.

221.0323(5) (5) Prohibition in articles of incorporation. If the articles of incorporation prohibit treasury shares, all of its own shares acquired by the bank shall be restored to the status of authorized but unissued shares.

221.0323(6) (6) Saving clause. Treasury shares existing on July 1, 1996, remain treasury shares until disposed of, canceled or restored to the status of authorized but unissued shares by action of the board of directors or shareholders.

221.0323 History History: 1995 a. 336.

221.0324 221.0324 Assets not to be pledged as security.

221.0324(1) (1) In general. A bank or bank officer may not give preference to any depositor or creditor by pledging the assets of the bank as collateral security, except to secure deposits where otherwise permitted or required by law for a particular depositor, to secure repurchase agreements entered into by the bank or as otherwise provided under this section.

221.0324(2) (2) Government deposits. A bank may deposit with the treasurer of the United States, or in the custody of federal reserve banks or branches of the federal reserve banks designated by a court, so much of its assets, not exceeding its capital and surplus, as may be necessary to do any of the following:

221.0324(2)(a) (a) To qualify as a depository for postal savings funds and other government deposits.

221.0324(2)(b) (b) To qualify as a depository for bankrupt estates, debtors, corporations and railroads under reorganization under federal bankruptcy laws and receivers, trustees and other officers thereof appointed by any U.S. district court or by any bankruptcy court of the United States. In acting as a depository under this paragraph, a state bank has all the rights and privileges granted to banking institutions under section 61 of the U.S. bankruptcy act, as amended.

221.0324(3) (3) Temporary purposes. A bank may borrow money for temporary purposes, and may pledge assets of the bank not exceeding 50 percent in excess of the amount borrowed as collateral security for this borrowing, if the board of directors has adopted a resolution designating the lender from which the money may be borrowed, the maximum amount for which the bank may become indebted at any one time and the names of the officers who may sign the promissory note evidencing the indebtedness.

221.0324(4) (4) Bond requirements. A bank that is authorized to exercise trust powers and that complies with s. 223.02 is exempt from furnishing the bond specified in s. 221.0316 and is entitled to the same exemption as to making and filing any oath or giving any bond or security as is conferred on trust company banks by s. 223.03 (6) (a).

221.0324(5) (5) Pledges to federal reserve board. A bank may pledge assets in an amount not to exceed 4 times the amount of its capital to the federal reserve bank, as fiscal agent of the United States, of the federal reserve district in which it is located, except that no such pledge shall be made in excess of the amount of its capital without the consent of the division.

221.0324(6) (6) Borrowing to reloan. If a bank is borrowing habitually for the purpose of reloaning, the division may require the bank to repay money so borrowed.

221.0324(7) (7) Rediscounting and endorsing negotiable notes. This section does not prevent a bank from rediscounting in good faith and endorsing its negotiable notes, if authorized by a recorded resolution of the board of directors.

221.0324(8) (8) Certificates of deposit. A bank may not issue its certificate of deposit for the purpose of borrowing money. A bank may not make partial payments upon certificates of deposit.

221.0324(9) (9) Pledges to and loans from the federal home loan bank. Notwithstanding sub. (3), a bank that is a member of the federal home loan bank may borrow money from the federal home loan bank and may pledge bank assets as collateral to secure the loan or any other extension of credit from the federal home loan bank.

221.0324 History History: 1995 a. 336; 2001 a. 102; 2019 a. 65.

221.0325 221.0325 Certified checks. An officer, employee or agent of a bank may not certify a check, draft or order drawn upon the bank unless the person, firm or corporation drawing the check, draft or order has on deposit with the bank at the time the check, draft or order is certified an amount of money equal to the amount specified in the check, draft or order. A check, draft or order so certified by the duly authorized officer, employee or agent is a valid obligation against the bank.

221.0325 History History: 1995 a. 336.

221.0326 221.0326 Bad debts. All debts due a bank, on which interest is past due and unpaid for a period of 12 months, shall be considered bad debts and shall be charged off to the profit and loss account at the expiration of one year from the date on which the debt became past due, unless the debts are well secured or in process of collection.

221.0326 History History: 1995 a. 336.

221.0327 221.0327 Surplus fund.

221.0327(1) (1) Charges to surplus account. A loss sustained by a bank in excess of its undivided profits may be charged to its surplus account, if its surplus fund is thereafter reimbursed from its earnings. Cash dividends on capital stock may not be declared or paid by the bank in excess of 50 percent of its net earnings until its surplus fund is fully restored to the amount that was in the surplus account immediately preceding the charge of the loss.

221.0327(2) (2) Reimbursement of surplus and restricted dividends. If the surplus fund of a bank is in excess of 100 percent of its capital stock and if losses charged against it do not reduce the surplus account to an amount less than 100 percent of its capital stock, the bank is not subject to sub. (1) with respect to reimbursement of the surplus account and with respect to restricted dividends on capital stock.

221.0327 History History: 1995 a. 336.

221.0328 221.0328 Dividends.

221.0328(1) (1) When permitted. Except as provided in sub. (2), the board of directors of a bank may declare and pay a dividend from its undivided profits in an amount they consider expedient. The board of directors shall provide for the payment of all expenses, losses, required reserves, taxes, and interest accrued or due from the bank before the declaration of dividends from undivided profits. If dividends declared and paid in either of the 2 immediately preceding years exceeded net income for either of those 2 years respectively, the bank may not declare or pay any dividend in the current year that exceeds year-to-date net income except with the written consent of the division.

221.0328(2) (2) Liability of shareholders. A bank’s dividends may not in any way impair or diminish the capital of the bank other than by reducing undivided profits. If a dividend is paid that does not comply with this section, every shareholder receiving the dividend is liable to restore the full amount of the dividend unless the capital is subsequently made good.

221.0328(3) (3) Liability of directors. If the board of directors of a bank pays dividends when the bank is insolvent or in danger of insolvency, or not having reason to believe that there were sufficient undivided profits to pay the dividends, the members of the board of directors are jointly and severally liable to the creditors of the bank at the time of declaring dividends in an amount equal to twice the amount of the dividends.

221.0328(4) (4) Reduction of capital. Subject to the approval of the division, and subject to ss. 221.0211 (4) and 221.0323 (1) and (2), a bank may, by a vote of shareholders owning, in the aggregate, at least two-thirds of its capital stock, reduce its capital. Notwithstanding sub. (2) and subject to ss. 221.0216 (5) and 221.0327, as part of its capital reduction plan approved by the division in accordance with this subsection, and with the affirmative vote of shareholders owning at least two-thirds of the shares of each class of its stock outstanding, a bank may distribute cash or other assets to its shareholders.

221.0328 History History: 1995 a. 336; 2017 a. 340.

221.0329 221.0329 Savings promotion prize programs.

221.0329(1) (1) In this section:

221.0329(1)(a) (a) “Nonqualifying account” means a savings, time, or money market account that is not a qualifying account.

221.0329(1)(b) (b) “Qualifying account” means a savings, time, or money market account through which a bank’s depositors may obtain chances to win prizes in a savings promotion.

221.0329(1)(c) (c) “Savings promotion” means a contest or promotion to encourage savings deposits that is sponsored by one or more banks, or by a banking trade association or its subsidiary in conjunction with one or more banks, and in which bank depositors are offered a chance to win designated prizes.

221.0329(2) (2) A bank may sponsor, or participate in, a savings promotion if all of the following requirements are satisfied:

221.0329(2)(a) (a) Bank depositors are not required to pay any fee or otherwise provide any consideration in order to enter the savings promotion.

221.0329(2)(b) (b) All fees charged by a bank in connection with a qualifying account are comparable with all fees charged in connection with comparable nonqualifying accounts offered by the bank.

221.0329(2)(c) (c) Each entry in the savings promotion has an equal chance of winning.

221.0329(2)(d) (d) Participants in the savings promotion are not required to be present at a prize drawing in order to win.

221.0329(3) (3) For purposes of sub. (2) (a), a depositor’s deposit of at least a specified amount of money for at least a specified time in a qualifying account, which is required in order to enter the savings promotion, is not consideration if the interest rate associated with the qualifying account is not reduced, as compared to comparable nonqualifying accounts offered by the bank, to account for the possibility of winning a prize.

221.0329 History History: 2017 a. 72.

subch. IV of ch. 221 SUBCHAPTER IV

NAME

221.0401 221.0401 State bank. Every bank incorporated under this chapter shall be known as a state bank.

221.0401 History History: 1995 a. 336.

221.0402 221.0402 Use of “bank”.

221.0402(1) (1) Use of “bank”. Except as provided in sub. (2), a person who is engaged in business in this state, who is not subject to supervision and examination by the division, and who is not required to make reports to the division under this chapter, may not use the term “bank”, in any form upon any office sign at the place where the business is transacted. Except as provided in sub. (2), the person may not use or circulate letterheads, billheads, blank notes, blank receipts, certificates, circulars, or any written or printed or partly written and partly printed paper, containing an artificial or corporate name, or other words, that indicates that the person’s business is the business of a bank.

221.0402(2) (2) Exceptions.

221.0402(2)(a) (a) A check sold by a bank chartered under the laws of another state or a foreign country or a national bank authorized to do business in another state may use any form of “bank”, if the bank is licensed under ch. 217.

221.0402(2)(b) (b) Mortgage bankers licensed under s. 224.72 may use the designation “mortgage banker”.

221.0402(2)(c) (c) A savings bank organized under ch. 214 may use the designation “savings bank”.

221.0402(3) (3) Enforcement. Violations of this section may be enforced by the division under s. 220.02 (2).

221.0402 History History: 1995 a. 336; 1997 a. 35; 2009 a. 2.

221.0403 221.0403 Bank names.

221.0403(1) (1) In general. Except as provided in subs. (2) and (3), the name of a bank must be approved by the division and must be distinguishable upon the records of the division from all of the following names:

221.0403(1)(a) (a) The name of another state bank organized under this chapter.

221.0403(1)(b) (b) The name of a national bank or foreign bank authorized to transact business in this state.

221.0403(2) (2) Exceptions. A bank may apply to the division for the authority to use a name that is not distinguishable upon the records of the division from one or more of the names described in sub. (1). The division may authorize the use of the name if any of the following occurs: