(1) A Utah depository institution or its holding company may acquire control of, acquire all or substantially all the assets of, or merge with:

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Terms Used In Utah Code 7-1-702

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Branch: means a place of business of a financial institution, other than its main office, at which deposits are received and paid. See Utah Code 7-1-103
  • Commissioner: means the Commissioner of Financial Institutions. See Utah Code 7-1-103
  • control: means the power, directly or indirectly, or through or in concert with one or more persons, to:
         (5)(a) direct or exercise a controlling influence over:
              (5)(a)(i) the management or policies of a financial institution; or
              (5)(a)(ii) the election of a majority of the directors or trustees of an institution; or
         (5)(b) vote 25% or more of any class of voting securities of a financial institution. See Utah Code 7-1-103
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Department: means the Department of Financial Institutions. See Utah Code 7-1-103
  • Depository institution: means a bank, savings and loan association, savings bank, industrial bank, credit union, or other institution that:
         (8)(a) holds or receives deposits, savings, or share accounts;
         (8)(b) issues certificates of deposit; or
         (8)(c) provides to its customers other depository accounts that are subject to withdrawal by checks, drafts, or other instruments or by electronic means to effect third party payments. See Utah Code 7-1-103
  • Home state: means :
         (14)(a) for a state chartered depository institution, the state that charters the institution;
         (14)(b) for a federally chartered depository institution, the state where the institution's main office is located; and
         (14)(c) for a depository institution holding company, the state in which the total deposits of all depository institution subsidiaries are the largest. See Utah Code 7-1-103
  • Host state: means :
         (15)(a) for a depository institution, a state, other than the institution's home state, where the institution maintains or seeks to establish a branch; and
         (15)(b) for a depository institution holding company, a state, other than the depository institution holding company's home state, where the depository institution holding company controls or seeks to control a depository institution subsidiary. See Utah Code 7-1-103
  • Institution: means :
         (19)(a) a corporation;
         (19)(b) a limited liability company;
         (19)(c) a partnership;
         (19)(d) a trust;
         (19)(e) an association;
         (19)(f) a joint venture;
         (19)(g) a pool;
         (19)(h) a syndicate;
         (19)(i) an unincorporated organization; or
         (19)(j) any form of business entity. See Utah Code 7-1-103
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Out-of-state: means , in reference to a depository institution or depository institution holding company, an institution or company whose home state is not Utah. See Utah Code 7-1-103
  • State: means , unless the context demands otherwise:
         (33)(a) a state;
         (33)(b) the District of Columbia; or
         (33)(c) the territories of the United States. See Utah Code 7-1-103
  • Utah depository institution: means a depository institution whose home state is Utah. See Utah Code 7-1-103
     (1)(a) an out-of-state depository institution; or
     (1)(b) a holding company of an out-of-state depository institution.
(2) An out-of-state depository institution or its holding company may acquire control of, acquire all or substantially all the assets of, or merge with:

     (2)(a) a Utah depository institution; or
     (2)(b) a holding company of a Utah depository institution.
(3) A Utah depository institution may acquire, through merger or otherwise, a branch of a depository institution in another state without acquiring:

     (3)(a) the depository institution in the other state; or
     (3)(b) the charter of the depository institution described in Subsection (3)(a).
(4) An out-of-state depository institution may acquire, through merger or otherwise, a branch of a depository institution in Utah without acquiring:

     (4)(a) the Utah depository institution; or
     (4)(b) the charter of the Utah depository institution.
(5)

     (5)(a) A Utah depository institution may establish a de novo branch in any state that allows de novo interstate branching as described in 12 U.S.C. Secs. 36(g) and 1828(d)(4), as amended.
     (5)(b) Except as provided in Subsection (5)(c), de novo interstate branching in Utah is prohibited.
     (5)(c) An out-of-state depository institution may establish a de novo branch in Utah if the home state of that out-of-state depository institution permits a Utah state chartered depository institution to establish and maintain a de novo branch in that home state under substantially the same terms and conditions as that out-of-state depository institution establishes its de novo branch in Utah.
(6)

     (6)(a) Any of the following may do anything described in Subsection (6)(b):

          (6)(a)(i) a Utah depository institution or holding company that acquires an out-of-state depository institution;
          (6)(a)(ii) a Utah depository institution that is the resulting depository institution after merging with an out-of-state depository institution; or
          (6)(a)(iii) a Utah depository institution that otherwise establishes or acquires a branch in a host state.
     (6)(b) A depository institution or holding company described in Subsection (6)(a) may do any of the following in accordance with applicable state and federal law, including the law of the host state:

          (6)(b)(i) continue to operate the out-of-state depository institution or branch;
          (6)(b)(ii) convert any existing main office or branch in the host state into a branch of the Utah depository institution;
          (6)(b)(iii) establish or acquire additional branches of the Utah depository institution in any state where the out-of-state depository institution could have done so if the out-of-state depository institution had not been acquired or merged; and
          (6)(b)(iv) exercise any power and engage in any activity in a host state to the same extent as a depository institution of the same class whose home state is that state.
(7)

     (7)(a) Any of the following may do anything described in Subsection (7)(b):

          (7)(a)(i) an out-of-state depository institution or holding company that acquires a Utah depository institution;
          (7)(a)(ii) an out-of-state depository institution that is the resulting depository institution after merging with a Utah depository institution; or
          (7)(a)(iii) an out-of-state depository institution that otherwise establishes or acquires a branch in Utah.
     (7)(b) A depository institution or holding company described in Subsection (7)(a) may do any of the following in accordance with applicable state and federal law, including the law of this state:

          (7)(b)(i) continue to operate the Utah depository institution or branch;
          (7)(b)(ii) convert any existing main office or branch in Utah into a branch of the out-of-state depository institution;
          (7)(b)(iii) establish or acquire additional branches of the out-of-state depository institution in any state where the Utah depository institution could have done so if the Utah depository institution had not been acquired or merged; and
          (7)(b)(iv) exercise any power and engage in any activity in this state to the same extent as a depository institution of the same class whose home state is Utah.
(8)

     (8)(a) A Utah branch of an out-of-state depository institution shall comply with:

          (8)(a)(i) the law of the institution’s home state; or
          (8)(a)(ii) the federal law in the case of a federally chartered institution.
     (8)(b) If the laws of this state as a host state conflict with the laws of another state as a home state, the laws of the home state prevail except as provided in this section.
     (8)(c) The commissioner may order that Utah law prevails over home state law if the application of Utah law is necessary to:

          (8)(c)(i) preserve the safe and sound operation of the Utah branch;
          (8)(c)(ii) prevent significant competitive disadvantage to Utah depository institutions in local financial markets; or
          (8)(c)(iii) otherwise protect the citizens of this state.
     (8)(d) The laws of this state regarding community reinvestment, consumer protection, fair lending, and intrastate branching apply to a Utah branch of an out-of-state depository institution to the same extent as those laws apply to a Utah branch of a depository institution chartered by this state.
     (8)(e) An out-of-state depository institution authorized to operate a branch in Utah may underwrite or sell insurance, engage in the direct marketing of securities, or engage in the brokerage of real estate only to the extent permissible for a Utah depository institution of the same class.
(9) Subsection (8) does not affect the jurisdiction or authority of the commissioner to:

     (9)(a) examine, supervise, and regulate an out-of-state depository institution operating or seeking to operate a branch in this state; or
     (9)(b) take any action or issue any order with regard to a branch described in Subsection (9)(a).
(10) The acquisition of a charter entitles the acquiring institution to engage in any activity the acquired institution could have engaged in if the acquired institution had not been acquired, so long as the acquiring institution does not convert the acquired institution into, or operate it as, an institution of a different class.
(11)

     (11)(a) The activities authorized in this section are subject to:

          (11)(a)(i) the limitations for mergers and acquisitions set forth in Sections 7-1-703 and 7-1-705; and
          (11)(a)(ii) the limitations for branching set forth in Section 7-1-708.
     (11)(b) An institution shall file all required applications and receive all appropriate approvals before engaging in any of the activities authorized in this section.
(12) An out-of-state depository institution that operates a branch in this state shall:

     (12)(a) maintain a certificate of authority to transact business in this state;
     (12)(b) comply with all applicable corporate filing requirements under Title 16, Chapter 10a, Utah Revised Business Corporation Act, to the same extent as any nondepository corporation transacting business in this state; and
     (12)(c) provide written notification to the department of the out-of-state depository certificate of authority to transact business in this state.
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