Kansas Statutes

Chapter 9: Banks And Banking; Trust Companies

Article 8: Banking Code; Organization

Statutes:

• 9-801: Articles of incorporation, contents; requirements prior to filing; name of bank or trust company.
• 9-802: Existence; transaction of business before authorization.
• 9-803: Renewal and extension of corporation.
• 9-804: Certificate of authority; examination.
• 9-805: List of stockholders; submission to commissioner; when.
• 9-806: Failure to engage in business.
• 9-807: Validation of acts done under lapsed articles of incorporation.
• 9-808: Stockholder vote for conversion to state bank; approval by commissioner; investigation; capital and name; stock for stock or property; powers continued; assets transferred; dissenting stockholder; same entity; divesture of unauthorized assets and liabilities.
• 9-809: Stockholder vote for conversion to national bank; proceedings; written notice to commissioner.
• 9-810: Private banks prohibited.
• 9-811: Prohibition against nonbank banks; allowing certain credit card banks.
• 9-812: Bank change of name; approval required.
• 9-813: Prohibiting interstate branch banking.

• 9-801: Articles of incorporation, contents; requirements prior to filing; name of bank or trust company. Any five or more persons may organize a bank or trust company and make and file articles of incorporation as provided by the laws of the state of Kansas. Except as otherwise provided in subsection (b) of K.S.A. 9-1801, and amendments thereto, no banking corporation or trust company shall be organized or incorporated to engage in business as such until the articles of incorporation have been submitted to and have been approved by the board. The name selected for the bank or trust company shall not be the name of any other bank or trust company doing business in the same city or town, and the name shall be accepted or rejected by the board. The articles of incorporation in addition to the information as now is required by law shall contain the names and addresses of its stockholders, the amount of common stock subscribed by each and the articles of incorporation may contain such other provisions as are consistent with law. The articles of incorporation shall be subscribed by at least five of the stockholders of the proposed bank or trust company or the parent company of such proposed bank or trust company who are residents of the state of Kansas, and shall be acknowledged by them. The full amount of the common stock including the surplus and undivided profits as required by this act shall be subscribed before the articles of incorporation are filed.

        History:   L. 1947, ch. 102, § 4; L. 1975, ch. 44, § 5; L. 1977, ch. 45, § 1; L. 1985, ch. 56, § 1; L. 1989, ch. 48, § 12; July 1.

• 9-802: Existence; transaction of business before authorization. The existence of any bank or trust company as a corporation shall date from the filing of its articles of incorporation from which time it shall have and may exercise the incidental powers conferred by law upon corporations, except that no bank or trust company shall transact any business except the election of officers, the taking and approving of their official bonds, the receipts of payment upon stock subscriptions and other business incidental to its organization, until it has secured the approval of the board and the authorization of the commissioners to commence business.

        History:   L. 1947, ch. 102, § 5; L. 1989, ch. 48, § 13; July 1.

• 9-803: Renewal and extension of corporation. Any bank whose charter or articles of incorporation has lapsed, or hereafter shall lapse, may renew and extend its corporate existence in the manner provided by law and upon payment of the requisite fees.

        History:   L. 1947, ch. 102, § 6; June 30.

• 9-804: Certificate of authority; examination. When the capital of any bank or trust company shall have been paid in, the president or cashier shall transmit to the commissioner a verified statement showing the names and addresses of all stockholders, the amount of stock each subscribed, and the amount paid in by each. The commissioner shall examine such bank or trust company and shall charge the statutory examination fee and shall examine especially as to the amount of money paid in for capital, surplus and undivided profits, by whom paid, and the amount of capital stock owned in good faith by each stockholder, and generally whether such bank or trust company has complied with the provisions of law. If the commissioner finds from such examination that the bank or trust company has been organized as provided by law, has complied with the provisions of law and has secured the preliminary approval of the commissioner as authorized by subsection (b) of K.S.A. 9-1801, and amendments thereto, or the approval of the board, the commissioner shall issue a certificate showing that such bank or trust company has been organized and its capital paid in as required by law, and that it is authorized to transact a general banking or trust business as provided by law.

        History:   L. 1947, ch. 102, § 7; L. 1977, ch. 45, § 2; L. 1989, ch. 48, § 14; July 1.

• 9-805: List of stockholders; submission to commissioner; when. Every bank and every trust company shall keep a full and correct list of the names and addresses of all of its stockholders, and the number of shares owned by each. This list of stockholders shall be kept and maintained in the bank's or trust company's main office and such list shall be subject to inspection by all stockholders during the business hours of such bank or trust company. Within 15 days after the annual meeting required by K.S.A. 9-1114, and amendments thereto, the president or cashier of every bank and every trust company shall submit to the commissioner a list of stockholders as of the first day of such calendar year, the correctness of which shall be verified under oath. The commissioner may require the list of stockholders to be filed using an electronic means.

        History:   L. 1947, ch. 102, § 8; L. 1975, ch. 44, § 6; L. 2006, ch. 89, § 1; July 1.

• 9-806: Failure to engage in business. Any newly organized bank or trust company which shall not begin business within one hundred and twenty days after a certificate has been issued to it by the commissioner shall not engage in the banking business or the business of a trust company without again obtaining a certificate of authority from the commissioner.

        History:   L. 1947, ch. 102, § 9; June 30.

• 9-807: Validation of acts done under lapsed articles of incorporation. The acts of any bank or trust company whose charter or articles of incorporation have lapsed or terminated by the expiration of time are hereby legalized and declared to be valid in the same manner and to the same effect as though said banks and trust companies had been duly incorporated at all times since their organization and prior to the enactment of this act.

        History:   L. 1947, ch. 102, § 10; June 30.

• 9-808: Stockholder vote for conversion to state bank; approval by commissioner; investigation; capital and name; stock for stock or property; powers continued; assets transferred; dissenting stockholder; same entity; divesture of unauthorized assets and liabilities. (a) After first applying for and receiving approval from the commissioner, any national bank, federal savings association or federal savings bank organized under the laws of the United States may become a state bank upon the affirmative vote of not less than 2/3 of its outstanding voting stock. Any national bank, federal savings association or federal savings bank desiring to become a state bank shall apply to the commissioner for permission to convert to a state bank, and shall submit a certified copy of its articles of association, a transcript of the minutes of the meeting of its stockholders showing approval of the proposed conversion and any other information required in the application form prescribed by the commissioner. A federal savings association or federal savings bank operating in a mutual form must also convert to a stock form prior to converting to a state bank and shall submit appropriate documentation to the commissioner to show that the appropriate federal regulator has approved such mutual to stock conversion. Upon receipt of each of the items required by this section the commissioner shall make or cause to be made such investigation as the commissioner deems necessary to determine whether:

        (1)   All state and federal requirements for a conversion have been satisfied;

        (2)   the conversion will not adversely affect the interests of the depositors; and

        (3)   the resulting state bank will have an adequate capital structure. If the commissioner determines each of these matters favorably the conversion shall be approved and the commissioner shall issue a certificate of authority. Upon issuance of a certificate of authority, the articles of incorporation, duly executed as required by state law, shall be filed with the secretary of state.

        (b)   In any conversion authorized by this section the capital requirements of this act shall apply, and the new name for such resulting bank shall be approved by the commissioner. In any conversion authorized by this section the resulting state bank shall have authority to issue its shares of stock for shares of stock in the national bank, federal savings association or federal savings bank or property of the national bank, federal savings association or federal savings bank for and upon such valuation as shall be agreed upon, and approved by the commissioner. In any conversion authorized by this section the resulting state bank by operation of law shall continue all trust functions being exercised by the national bank, federal savings association or federal savings bank and shall be substituted for the national bank, federal savings association or federal savings bank and shall have the right to exercise trust or fiduciary powers created by any instrument designating the national bank, federal savings association or federal savings bank even though such instruments are not yet effective.

        (c)   In any conversion authorized by this section the resulting state bank shall succeed by operation of law without any conveyance or transfer by the act of the national bank, federal savings association or federal savings bank to all the actual or potential assets, real property, tangible personal property, intangible personal property, rights, franchises and interests, including those in a fiduciary capacity of the national bank, federal savings association or federal savings bank and shall be subject to all of the liabilities of the national bank, federal savings association or federal savings bank.

        (d)   In any conversion authorized by this section the rights and responsibilities of any shareholder of the national bank, federal savings association or federal savings bank who objects or dissents to the proposed conversion shall be governed by the provisions of K.S.A. 17-6712, and amendments thereto, as though the national bank, federal savings association or federal savings bank was a Kansas corporation and the objecting or dissenting shareholder was objecting or dissenting to a proposed merger transaction. In any conversion authorized by this section the corporate existence of the national bank, federal savings association or federal savings bank shall be merged into and shall be continued in the resulting state bank, and the resulting state bank shall be deemed to be the identical corporate entity as the national bank, federal savings association or federal savings bank.

        (e)   Within a reasonable time after the effective date of the conversion, the resulting bank shall divest itself of all assets and liabilities that do not conform to state banking laws and rules and regulations. The length of this transition period shall be determined by the commissioner and shall be specified when the application for conversion is approved.

        History:   L. 1947, ch. 102, § 11; L. 1994, ch. 192, § 2; L. 2000, ch. 106, § 2; Apr. 27.

• 9-809: Stockholder vote for conversion to national bank; proceedings; written notice to commissioner. (a) Any state bank may at any time, upon the affirmative vote of not less than 2/3 of its outstanding voting stock, become a national bank, but in all the proceedings incident thereto such bank shall be governed by the same rulings, laws and regulations as may be in force and effect under federal law and authority governing national banks becoming state banks.

        (b)   The state bank shall provide written notice to the state bank commissioner within 10 days after the date the state bank receives preliminary approval to convert to a national banking association from the office of the comptroller of the currency. In addition, not more than 15 days following the issuance of a charter certificate to the bank by the comptroller, the bank shall surrender its state certificate of authority or charter and shall certify in writing that notice of the conversion has been given to the corporations division of the secretary of state's office.

        History:   L. 1947, ch. 102, § 12; L. 1995, ch. 19, § 1; Mar. 9.

• 9-810: Private banks prohibited. No private bank shall engage in the banking business in this state.

        History:   L. 1947, ch. 102, § 13; June 30.

• 9-811: Prohibition against nonbank banks; allowing certain credit card banks. No financial institution whose deposits are insured by the federal deposit insurance corporation shall conduct business in this state unless such institution (a) has the legal right to accept deposits that the depositor has the legal right to withdraw on demand and to engage in the business of making commercial loans or, (b) is a national bank which engages only in credit card operations, does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others, does not accept any savings or time deposits of less than $100,000, accepts deposits only from corporations which own 51% or more of the voting shares of the bank holding company or its parent corporation, as defined by K.S.A. 9-519, and amendments thereto, of which the bank engaging only in credit card operations is a subsidiary, as defined by K.S.A. 9-519, and amendments thereto, maintains only one office that accepts deposits, and does not engage in the business of making commercial loans.

        History:   L. 1985, ch. 84, § 1; L. 1991, ch. 46, § 2; July 1.

• 9-812: Bank change of name; approval required. A bank corporation shall not change its name until such name change has been submitted to and approved by the state bank commissioner.

        History:   L. 1986, ch. 53, § 1; L. 2001, ch. 87, § 1; July 1.

• 9-813: Prohibiting interstate branch banking. (a) No bank the home office of which is located outside the state of Kansas shall establish or operate a branch bank within the state of Kansas.

        (b)   For the purpose of this section "branch bank" means any office, agency or other place of business, at which deposits are received, checks paid or money lent.

        (c)   For the purpose of this section "bank" means an insured bank as defined in section 3(h) of the federal deposit insurance act, 12 U.S.C. 1813(h), and amendments thereto.

        History:   L. 1991, ch. 47, § 3; July 1.