Chapter DFI-Bkg 17

DFI-Bkg 17.02 Note Note: A copy of the form may be obtained by writing to the Department of Financial Institutions, Division of Banking, P.O. Box 7876, Madison, WI 53707-7876, or downloaded from the department’s website, www.wdfi.org.

DFI-Bkg 17.02 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04; CR 23-039: am. Register March 2024 No. 819, eff. 4-1-24.

DFI-Bkg 17.03 DFI-Bkg 17.03 Dissenters’ rights. A shareholders’ meeting notice shall be accompanied by a notice of dissenters’ rights pursuant to s. 221.0708, Stats.

DFI-Bkg 17.03 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04.

DFI-Bkg 17.04 DFI-Bkg 17.04 Capital structure.

DFI-Bkg 17.04(1) (1) The minimum level of capital stock for an interim bank shall be $5,000. The establishment of a paid-in capital account and contingent fund under s. 221.0205, Stats., is not required for an interim bank.

DFI-Bkg 17.04(2) (2) If the existing bank is the surviving charter in a merger or consolidation, the interim bank’s capital stock may be cancelled and transferred to the surplus of the surviving entity at the time of the merger or consolidation, or the stock of the surviving entity may be increased by the amount of the interim bank’s capital stock through an amendment to the articles of incorporation of the existing bank.

DFI-Bkg 17.04(3) (3) If the interim bank is the surviving charter in the merger or consolidation, and the total assets of the combined entity is similar to that of the existing bank, the capital stock of the interim bank immediately following the merger or consolidation shall, by an amendment to the articles of incorporation of the interim bank, be increased to an amount at least equal to the capital stock of the existing bank prior to the merger or consolidation.

DFI-Bkg 17.04(4) (4) If the interim bank is the surviving charter in the merger or consolidation, and the transaction results in a significant increase in total assets from what the existing bank reflects prior to the merger or consolidation, the capital stock of the interim bank immediately following the merger or consolidation shall, by an amendment to the articles of incorporation of the interim bank, be increased to the greater of $1,000,000 or the amount of capital stock of the existing bank prior to the merger or consolidation.

DFI-Bkg 17.04 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04.

DFI-Bkg 17.05 DFI-Bkg 17.05 Certificate to organize. Upon approval of an application, the division shall issue to the applicant a certificate to organize the interim bank.

DFI-Bkg 17.05 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04; CR 23-039: am. Register March 2024 No. 819, eff. 4-1-24.

DFI-Bkg 17.06 DFI-Bkg 17.06 Notice of approval. Shareholders of an existing bank who did not vote for the merger or consolidation shall be given notice of the division’s approval.

DFI-Bkg 17.06 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04; CR 23-039: am. Register March 2024 No. 819, eff. 4-1-24.

DFI-Bkg 17.07 DFI-Bkg 17.07 Articles of incorporation. Upon approval of an application, the applicant shall file with the division 2 copies of the articles of incorporation of the interim bank. The articles of incorporation shall be on a form prescribed by the division.

DFI-Bkg 17.07 Note Note: A copy of the form may be obtained by writing to the Department of Financial Institutions, Division of Banking, P.O. Box 7876, Madison, WI 53707-7876, or downloaded from the department’s website, www.wdfi.org.

DFI-Bkg 17.07 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04; CR 23-039: am. Register March 2024 No. 819, eff. 4-1-24.

DFI-Bkg 17.08 DFI-Bkg 17.08 Required documentation.

DFI-Bkg 17.08(1) (1) The following documentation shall be filed with the division prior to the effective date of a merger or consolidation:

DFI-Bkg 17.08(1)(a) (a) Copies of the notices sent to the shareholders of each bank for the shareholders meeting to be held to vote on the merger or consolidation. The notice for the interim bank shall be dated after the division has approved the articles of incorporation and capital has been paid-in.

DFI-Bkg 17.08(1)(b) (b) Certified copies of the resolutions adopted by the shareholders of each bank involved in the merger or consolidation, including the record of the vote. The resolutions for the interim bank shall be dated after the division has approved the articles of incorporation and capital has been paid-in.

DFI-Bkg 17.08(1)(c) (c) Copy of the notice of approval sent to the shareholders of the existing banks who voted to oppose the merger or consolidation.

DFI-Bkg 17.08(1)(d) (d) Copy of the Federal Deposit Insurance Corporation’s or the Federal Reserve System’s approval of the transaction.

DFI-Bkg 17.08(1)(e) (e) Amendments to the articles of incorporation of the surviving bank if the merger or consolidation results in changes in the articles of incorporation.

Example: Changes in articles of incorporation include name, location and the amount of capital.

DFI-Bkg 17.08(2) (2) The following documentation shall be filed with the division within 90 days after the articles of incorporation of an interim bank have been approved and capital has been paid-in:

DFI-Bkg 17.08(2)(a) (a) List of shareholders.

DFI-Bkg 17.08(2)(b) (b) Oath of directors.

DFI-Bkg 17.08(2)(c) (c) Incorporators’ declaration under s. 221.0207 (2), Stats., certifying that all stock has been paid-in.

DFI-Bkg 17.08(2)(d) (d) The proposed bylaws and the shareholders’ resolution adopting the bylaws if the interim bank is the surviving bank in the merger or consolidation.

DFI-Bkg 17.08 History History: CR 04-001: cr. Register June 2004 No. 582, eff. 7-1-04; CR 23-039: am. (1) (intro.), (2) (intro.) Register March 2024 No. 819, eff. 4-1-24.