Chapter 221

221.0316(2)(d) (d) In exercising trust powers, a bank shall comply with all the provisions of law applicable to individuals acting in a trust or fiduciary capacity.

221.0316(3) (3) Trust Funds; how kept.

221.0316(3)(a) (a) In this subsection, “affiliated bank” means, with respect to a bank exercising trust powers, any bank that directly or indirectly controls, or is directly or indirectly controlled by, or is under common control with, the bank exercising trust powers.

221.0316(3)(b) (b) A bank that exercises trust powers shall keep its trust accounts in books separate from its other books of account. All funds and property held by the bank in a trust capacity shall, at all times, be kept separate from the other funds and property of the bank, except that uninvested trust funds may be deposited in an account in the bank or in any other bank, including an affiliated bank, that is a member of the Federal Deposit Insurance Corporation. All deposits of uninvested trust funds shall be deposited as trust funds to its credit as trustee. In the event of insolvency or liquidation of a bank in which the accounts are maintained, all bank accounts comprising trust funds so deposited have preference and priority in all assets of the bank over the bank’s general creditors, without the necessity of tracing or identifying the trust funds.

221.0316(4) (4) Trust service offices. A state bank exercising trust powers may, with the approval of the division, establish and maintain a trust service office at any office of any other depository institution, as defined under s. 221.0901 (2) (i). A state bank may, with the approval of the division, permit any other depository institution, as defined under s. 221.0901 (2) (i), exercising trust powers or any trust company bank organized under ch. 223 to establish and maintain a trust service office at any of its banking offices. The establishment and operation of a trust service office are subject to s. 223.07. This subsection does not authorize branch banking.

221.0316 History History: 1995 a. 336; 1997 a. 138; 2001 a. 102; 2005 a. 158.

221.0317 221.0317 Securitization of assets. A bank may, with the approval of the division, securitize its assets for sale to the public in accordance with the rules which shall be promulgated by the division under this section.

221.0317 History History: 1995 a. 336.

221.0318 221.0318 Notes and debentures.

221.0318(1) (1) Issuance. A bank may, by the action of its board of directors, issue and sell its notes or debentures of one or more classes in the amount, in the form and with the maturity determined by the board. The notes and debentures may confer such rights and privileges upon the holders of the notes and debentures as determined by the board.

221.0318(2) (2) Limitation on issuance. A bank may issue notes and debentures if the amount issued is within limits previously established by the division for issuances by the bank.

221.0318(3) (3) Status as capital of bank. Notes and debentures issued by a bank constitute capital of the bank, only if approved by the division.

221.0318(4) (4) Retirement of notes and debentures. Before a bank may retire or pay notes or debentures, any existing deficiency of the bank’s capital, disregarding the notes and debentures to be retired, must be paid in cash or in assets acceptable to the division, so that the sound capital assets of the bank shall at least equal the capital stock of the bank.

221.0318(5) (5) Liability for assessment. A bank’s notes or debentures are not subject to any assessment. The holders of these notes or debentures are not liable for the debts, contracts or engagements of the bank or for assessments to restore impairments in the capital of the bank.

221.0318 History History: 1995 a. 336.

221.0319 221.0319 Real estate.

221.0319(1) (1) Purposes for which real estate may be held. A bank may purchase, lease, hold and convey only the following types of real estate:

221.0319(1)(a) (a) Real estate necessary for the convenient transaction of its business, including facilities connected with the office, furniture, equipment and fixtures. A bank may include with its banking offices, other facilities to rent as a source of income. A bank may also invest in the stocks, bonds or obligations of a bank building corporation. A bank’s investment under this paragraph or its liability for it may not exceed in the aggregate 60 percent of the bank’s capital.

221.0319(1)(b) (b) Real estate conveyed to the bank in satisfaction of debts previously contracted in the course of the bank’s business.

221.0319(1)(c) (c) Real estate purchased at sale on judgments, decrees or mortgage foreclosures under securities held by the bank, but a bank may not bid at a sale a larger amount than is necessary to satisfy its debts and costs.

221.0319(1)(d) (d) Subject to the approval of the division, real estate purchased and held for the purpose of providing needed housing accommodations for its essential employees who are relocated by the bank, including purchasing the former residence of the relocated, essential employee.

221.0319(1)(e) (e) Real estate acquired or held for such other purposes as may be approved by the division, subject to s. 221.0321.

221.0319(2) (2) Time limitation. Real estate acquired under sub. (1) (b), (c) or (d) may not be held for more than 5 years, unless an extension is granted by the division. If an application for an extension is denied, the real estate must be sold at a private or public sale within one year after the denial of the application. This section does not prevent a bank from lending money secured by real estate as provided by law. Real estate may be conveyed under the signature of an officer of the bank.

221.0319(3) (3) Holding companies. Subject to sub. (1) (a), a bank may convey real estate to an entity engaged solely in holding property of the bank, to a bank holding company, as defined in 12 USC 1841 (a), of which the bank is a subsidiary or to any other subsidiary of that bank holding company. A liability of the entity holding property of the bank, bank holding company or subsidiary of the bank holding company to the bank that results from a conveyance under this subsection is not subject to the limitation under s. 221.0320 (1).

221.0319 History History: 1995 a. 336.

221.0320 221.0320 Limit of loans and investments.

221.0320(1) (1) In general. Except as provided in subs. (2) to (8) and s. 221.0319 (3), the total liabilities of any person, other than a municipal corporation, to a bank for money borrowed may not, at any time, exceed 20 percent of the capital of the bank. In determining compliance with this section, the total liabilities of a partnership includes the liabilities of the general partners of the partnership, computed individually as to each general partner on the basis of his or her direct liability.

221.0320(2) (2) Warehouse receipts and certain bonds and notes. The percentage limitation under sub. (1) is 50 percent of the bank’s capital, if the liabilities under sub. (1) are limited to the following types of liabilities:

221.0320(2)(a) (a) A liability secured by warehouse receipts issued by warehouse keepers licensed and bonded in this state under ss. 99.02 and 99.03 or under the federal bonded warehouse act or holding a license under s. 126.26, if all of the following requirements are met:

221.0320(2)(a)1. 1. The receipts cover readily marketable nonperishable staples.

221.0320(2)(a)2. 2. The staples are insured, if it is customary to insure the staples.

221.0320(2)(a)3. 3. The market value of the staples is not, at any time, less than 140 percent of the face amount of the obligation.

221.0320(2)(b) (b) A liability in the form of a note or bond that meets any of the following qualifications:

221.0320(2)(b)1. 1. The note or bond is secured by not less than a like amount of bonds or notes of the United States issued since April 24, 1917, or certificates of indebtedness of the United States.

221.0320(2)(b)2. 2. The note or bond is secured or covered by guarantees or by commitments or agreements to take over, or to purchase the bonds or notes, and the guarantee, commitment or agreement is made by a federal reserve bank, the federal small business administration, the federal department of defense or the federal maritime commission.

221.0320(2)(b)3. 3. The note or bond is secured by mortgage or trust deeds insured by the federal housing administrator.

221.0320(3) (3) Obligations of certain local governmental units.

221.0320(3)(a) (a) In this subsection, “local governmental unit” has the meaning given in s. 16.97 (7).

221.0320(3)(b) (b) Except as otherwise provided in this subsection, the total liabilities of a local governmental unit to a bank for money borrowed may not, at any time, exceed 25 percent of the capital of the bank.

221.0320(3)(c) (c) Liabilities in the form of revenue obligations of a local governmental unit are subject to the limitations provided in par. (b). In addition, a bank is permitted to invest in a general obligation of that local governmental unit in an amount that will bring the combined total of the general obligations and revenue obligations of a single local governmental unit to a sum not in excess of 50 percent of the capital of the bank.

221.0320(3)(d) (d) If the liabilities of the local governmental unit are in the form of bonds, notes or other evidences of indebtedness that are a general obligation of a local governmental unit in this state, the total liability of the local governmental unit may not exceed 50 percent of the capital of the bank.

221.0320(3)(e) (e) The total amount of temporary borrowings of any local governmental unit maturing within one year after the date of issue may not exceed 60 percent of the capital of the bank. Temporary borrowings and longer-term general obligation borrowings of a single local governmental unit in this state may be considered separately in arriving at the limitations provided in this subsection.

221.0320(4) (4) Obligations of certain international organizations; other foreign bonds. A bank may purchase bonds offered for sale by the International Bank for Reconstruction and Redevelopment and the Inter-American Development Bank or such other foreign bonds as may be approved under rules established by the division. At no time shall the aggregate investment in any of these bonds issued by a single issuer exceed 10 percent of the capital of such bank.

221.0320(5) (5) Foreign national government bonds. A bank may invest in general obligation bonds issued by any foreign national government if the bonds are payable in American funds. The aggregate investment in these foreign bonds may not exceed 3 percent of the capital of the bank, except that this limitation does not apply to bonds of the Canadian government and Canadian provinces that are payable in American funds.

221.0320(6) (6) Deposits. A bank may invest in time deposits and certificates of deposit of other financial institutions in an amount not to exceed the following:

221.0320(6)(a) (a) In each domestic insured U.S. bank, including its offshore branches, and in each domestic insured savings and loan association, savings bank or credit union, 20 percent of capital or, in domestic insured financial institutions including their offshore branches designated by the board of directors, 50 percent of capital.

221.0320(6)(b) (b) In each uninsured bank or foreign bank, including its domestic branches, and in any other savings and loan association, savings bank or credit union, 20 percent of capital.

221.0320(7) (7) Limits established by board.

221.0320(7)(a) (a) A bank may not make or renew a loan or loans, the aggregate total of which exceeds the level established by the board of directors without being supported by a signed financial statement unless the loan is secured by collateral having a value in excess of the amount of the loan. A signed financial statement furnished by the borrower to a bank in compliance with this paragraph must be renewed annually as long as the loan or any renewal of the loan remains unpaid and is subject to this paragraph.

221.0320(7)(b) (b) A loan or a renewal of a loan made by a bank in compliance with par. (a), without a signed financial statement, may be treated by the bank as entirely independent of any secured loan made to the same borrower if the loan does not exceed the limitations provided in this section.

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.