ORS 707.025: Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee.

(1) One or more persons or a corporation may organize a banking institution under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities of one or more existing financial institutions under ORS chapter 711 and, except as otherwise provided in this section, without authority to engage in or transact banking or trust business. (2) Notwithstanding ORS 707.050, 707.070, 707.080 to 707.120, 707.140, 707.170 or 707.200 or other statutes that are specifically inconsistent with this section, a banking institution described in subsection (1) of this section must be organized as follows: (a) A prospective incorporator or incorporators shall submit to the Director of the Department of Consumer and Business Services for filing articles of incorporation that the prospective incorporator or incorporators execute in duplicate, and such other information as the director may require, which may include the additional information required in an application under ORS 707.070 or 716.028 if the banking institution organized under this section is to survive the merger, will purchase assets or will assume liabilities, together with an organizational fee of $2,500. (b) The articles of incorporation for the banking institution must specify: (A) The name and address of each incorporator. (B) The information required under ORS 707.110 (2)(a), (b) and (h) and (3). (C) The term of the banking institution’s existence, which may be perpetual. (D) The purpose of the banking institution, which must be limited to the purposes set forth in subsection (1) of this section. However, if the banking institution is to be the resulting bank in a merger, or the acquiring bank in an acquisition or assumption, the articles of incorporation may also contain all purposes allowed a banking institution under the Bank Act, provided the implementation of such purposes is conditioned upon consummation of the merger or the acquisition or assumption. (E) The name and address of each director of the board of directors, which must be composed of not less than three directors. (3) Unless the director finds that approving the articles would violate ORS 707.145 or other applicable law, the director shall file the articles and issue a certificate of incorporation in accordance with ORS 707.120, if: (a) The director finds that the articles of incorporation conform to subsection (3) of this section; and (b) The director finds that the banking institution, following any merger or assumption of liabilities, will meet the requirements of ORS 707.080 (1) and (2). (4) After the director issues a certificate of incorporation, the corporate existence of the banking institution begins and the banking institution may issue stock. (5)(a) After the director issues a certificate of incorporation, the new banking institution shall file a certified copy of the banking institution’s bylaws with the director within 90 days. If the director finds that the bylaws are consistent with the requirements of the Bank Act, the director shall issue a provisional charter to the banking institution. (b) A provisional charter expires one year after the director issues the provisional charter, but the director may extend the expiration period. If a merger or assumption of liabilities is not consummated before the provisional charter expires, the interim bank ceases to exist and the banking institution’s articles of incorporation and provisional charter are void. (c) For purposes of ORS chapter 711, a provisional charter that the director issues under this section is a charter, where appropriate. (d) If the merger or assumption of liabilities is consummated and the banking institution organized under this section survives the transaction, the director shall issue to the banking institution a charter to engage in banking business either as an Oregon commercial bank or as an Oregon stock savings bank. (6) A banking institution organized solely for the purposes set forth in subsection (1) of this section for which the director has issued a charter may, with the director’s approval, have initial paid-in capital in an amount less than that required by ORS 707.050 before consummation of a proposed merger. [1979 c.88 §8; 1997 c.631 §32; 2005 c.192 §13; 2015 c.244 §16]