Pennsylvania Act 2000-89 — BANKING CODE OF 1965 - OMNIBUS AMENDMENTS

act-2000-0-892000 Pa. Act 89Law

Act text
BANKING CODE OF 1965 - OMNIBUS AMENDMENTS
                  Act of Nov. 22, 2000, P.L. 660, No. 89              Cl. 07
                             Session of 2000
                               No. 2000-89

     HB 2533

                                  AN ACT

     Amending the act of November 30, 1965 (P.L.847, No.356),
        entitled "An act relating to and regulating the business of
        banking and the exercise by corporations of fiduciary powers;
        affecting persons engaged in the business of banking and
        corporations exercising fiduciary powers and affiliates of
        such persons; affecting the shareholders of such persons and
        the directors, trustees, officers, attorneys and employes of
        such persons and of the affiliates of such persons; affecting
        national banks located in the Commonwealth; affecting persons
        dealing with persons engaged in the business of banking,
        corporations exercising fiduciary powers and national banks;
        conferring powers and imposing duties on the Banking Board,
        on certain departments and officers of the Commonwealth and
        on courts, prothonotaries, clerks and recorders of deeds;
        providing penalties; and repealing certain acts and parts of
        acts," further providing for bank holding companies, for
        authorization of reciprocal interstate operations of savings
        banks, for corporations authorized to act as fiduciary, for
        general corporate powers and duties of incorporated
        institutions, for additional powers of incorporated
        institutions related to conduct of business, for additional
        powers related to conduct of business of incorporated
        institutions other than trust companies, for real estate
        loans by banks and bank and trust companies, for transactions
        with respect to shares of corporate stock and capital
        securities and for real estate loans by savings banks;
        further prohibiting promoters' fees; further providing for
        branches outside Pennsylvania, for audits and reports and for
        preferential rates of interest; and making repeals.

        The General Assembly of the Commonwealth of Pennsylvania
     hereby enacts as follows:

        Section 1.  Section 102 of the act of November 30, 1965
     (P.L.847, No.356), known as the Banking Code of 1965, is amended
     by adding a subsection to read:
      Section 102.  Definitions
        Subject to additional definitions contained in subsequent
     chapters of this act which are applicable to specific chapters
     or sections thereof, the following words and phrases when used
     in this act shall have, unless the context clearly indicates
     otherwise, the meanings given to them in this section:
        * * *
        (ii)  "Subsidiary"--a corporation or other entity defined as
     a subsidiary by section 2 of the Bank Holding Company Act of
     1956 (70 Stat. 133, 12 U.S.C. § 1841 et seq.), regardless of
     whether the corporation or other entity is a subsidiary of a
     bank holding company.
        Section 2.  Sections 106(b) and 115 of the act, amended July
     6, 1995 (P.L.271, No.39), are amended to read:
      Section 106.  Corporations Authorized to Act as Fiduciary
        * * *
        (b)  Foreign fiduciaries--No corporation existing under the
     laws of a state other than this Commonwealth [or national bank
     located in another state, except an interstate bank, may act in
     this Commonwealth as fiduciary unless:
            (i)  it shall be appointed fiduciary by will or other
        testamentary writing, by a deed of trust or by a court or
        register of wills of this Commonwealth or it shall be
        designated as fiduciary by the beneficiaries or by one or
        more other fiduciaries of the estate or trust pursuant to the
        terms of the instrument, or
            (ii)  it shall be the successor by merger or
        consolidation to a corporation lawfully acting as fiduciary
        in this Commonwealth at the time of such merger or
        consolidation
     and unless the laws of such other state confer like powers on
     corporations existing under the laws of this Commonwealth. No
     corporation of another state or national bank located in another
     state authorized to act as fiduciary pursuant to this subsection
     (b) shall be authorized to establish a place of business in this
     Commonwealth.] may act in this Commonwealth as fiduciary, except
     that an incorporated institution possessing fiduciary powers
     pursuant to the laws of another state shall have the same power
     to engage in fiduciary activities within this Commonwealth as a
     national banking association acting pursuant to 12 U.S.C. § 92a
     or a Federal savings association 12 U.S.C. § 1464(n), provided
     that:
            (i)  the state laws pursuant to which the incorporated
        institution is operating provide equivalent privileges to an
        incorporated institution chartered by the Commonwealth,
            (ii)  the incorporated institution complies with the
        minimum capital requirements of section 1102, and
            (iii)  the incorporated institution provides written
        notice to the department at least thirty days prior to the
        commencement of fiduciary activities, which notice shall be
        accompanied by documentation of its authorization to conduct
        fiduciary activities issued by the appropriate regulatory
        authority of the jurisdiction in which the institution is
        chartered or organized, acknowledgment by the appropriate
        regulatory authority of the jurisdiction in which the
        institution is chartered or organized that equivalent
        privileges are provided to incorporated institutions
        chartered within this Commonwealth, proof the institution
        complies with the minimum capital requirements of section
        1102 and a certificate of authority to do business in this
        Commonwealth issued by the Department of State pursuant to 15
        Pa.C.S. Ch. 41 (relating to foreign business corporations).
        * * *
      Section 115.  Bank and Savings and Loan Holding Companies
        [A] To the fullest extent as permissible under Federal law
     and regulations, a bank holding company, as defined by the
     Federal Bank Holding Company Act (70 Stat. 133, 12 U.S.C. § 1841
     et seq.), and a savings and loan holding company, as defined by
     section 10 of the Home Owners' Loan Act of 1933 (48 Stat. 128,
     12 U.S.C. § 1467a), located in this Commonwealth, another state,
     the District of Columbia or a territory or possession of the
     United States may control one or more banks, bank and trust
     companies, national banks [and], interstate banks, savings
     banks, savings associations, building and loan associations or
     Federal savings associations and, with the prior written
     approval of the department, may acquire control of a bank, bank
     and trust company [or], national bank, savings bank, savings
     association, building and loan association or Federal savings
     association located in this Commonwealth.
        Section 3.  Section 117 of the act is repealed.
        Section 4.  Sections 201 and 202 of the act are amended by
     adding subsections to read:
      Section 201.  General Corporate Powers of Incorporated
                    Institutions
        * * *
        (c)  Notwithstanding any conditions, limitations,
     restrictions or other provisions of this act or any other law,
     in addition to any other power as authorized by this act or
     other law, an incorporated institution shall have the power:
            (i)  to engage in any activity permissible for a national
        banking association, including those activities as authorized
        by 12 U.S.C. § 24, subject to conditions, limitations and
        restrictions as may be imposed by the department which shall
        not be more restrictive than conditions, limitations and
        restrictions otherwise imposed upon a national banking
        association,
            (ii)  to engage in any activity permissible for a Federal
        savings association, including those activities as authorized
        by 12 U.S.C. § 1464, subject to conditions, limitations and
        restrictions as may be imposed by the department which shall
        not be more restrictive than conditions, limitations and
        restrictions otherwise imposed upon a Federal savings
        association,
            (iii)  to control or hold an interest in a subsidiary
        that engages in any activity permissible for a national bank
        to conduct through an operating or financial subsidiary,
        provided that:
                (A)  any activity permissible for an operating
            subsidiary shall be subject to conditions, limitations
            and restrictions as may be imposed by the department
            which shall not be more restrictive than conditions,
            limitations and restrictions otherwise imposed upon an
            operating subsidiary of a national banking association,
            and
                (B)  any activity only permissible for a financial
            subsidiary, and not permissible for an operating
            subsidiary, shall comply with the requirements of section
            121(d) of the Gramm-Leach-Bliley Act (Public Law 106-102,
            113 Stat. 1338),
            (iv)  to control or hold an interest in a subsidiary that
        engages in any activity permissible for a subsidiary of a
        Federal savings association pursuant to 12 U.S.C. § 1464,
        subject to conditions, limitations and restrictions as may be
        imposed by the department which shall not be more restrictive
        than conditions, limitations and restrictions otherwise
        imposed upon a subsidiary of a Federal savings association,
        or
            (v)  to engage in any activity or to control or hold an
        interest in a subsidiary that engages in any activity
        determined to be permissible for an insured state bank or the
        subsidiary of an insured state bank by the Federal Deposit
        Insurance Corporation pursuant to 12 U.S.C. § 1831a, subject
        to conditions, limitations and restrictions as may be imposed
        by the department with respect to the safety and soundness of
        the incorporated institution.
        (d)  If an incorporated institution engages in an activity or
     holds an interest permissible under more than one clause of
     subsection (c), the incorporated institution may elect under
     which clause notice as required by subsection (e) is given and
     the activity is conducted or the interest is held.
        (e)  Unless earlier approval is granted by the department, an
     incorporated institution shall provide at least thirty days'
     prior written notice to the department before it engages in an
     activity or acquires an interest only permissible under
     subsection (c) or engages in an activity or acquires an interest
     as otherwise authorized by this act, subject only to conditions,
     limitations or restrictions as provided by subsection (c).
     During the review period provided by this subsection, the
     department may:
            (i)  request further information concerning any proposed
        activity or interest,
            (ii)  impose any conditions, limitations or restrictions
        upon such interests or activities to the extent authorized by
        subsection (c), or
            (iii)  prohibit an incorporated institution from engaging
        in an activity or acquiring an interest if to do so would
        have a significant adverse impact upon the safety and
        soundness of the incorporated institution.
     Except as otherwise agreed to by an incorporated institution,
     the department shall be deemed to have granted approval for an
     incorporated institution to engage in an activity or acquire an
     interest if within thirty days of receipt of written notice from
     an incorporated institution the department does not impose
     conditions, limitations or restrictions upon interests or
     activities as authorized by subsection (c) or prohibit the
     incorporated institution from engaging in an activity or
     acquiring an interest authorized by subsection (c).
        (f)  Notwithstanding any other provisions of this act or any
     other law, an incorporated institution shall have the same power
     to engage in fiduciary activities, both within and outside of
     this Commonwealth, as a national banking association pursuant to
     12 U.S.C. § 92a. The department shall interpret the provisions
     of 12 U.S.C. § 92a in a manner consistent with regulations and
     interpretations as provided by the Comptroller of the Currency.
      Section 202.  Additional Powers of Incorporated Institutions
                    Related to Conduct of Business
        An incorporated institution shall have in addition to other
     powers granted by this act or its articles and subject to the
     limitations and restrictions contained in this act or in its
     articles:
        * * *
        (k)  Delivery service--the power to pick up from and deliver
     to customers cash or other valuables relating to financial
     services provided by the incorporated institution using a
     contract carrier or employes or affiliates of the incorporated
     institution. No separate authorization or approval by the
     department shall be required for an incorporated institution to
     provide delivery service, provided that the incorporated
     institution complies with other laws and regulations applicable
     to the provision of delivery service.
        Section 5.  Sections 203(d) and 306(d) of the act, amended
     July 6, 1984 (P.L.621, No.128), are amended to read:
      Section 203.  Additional Powers Related to Conduct of Business
                    of Incorporated Institutions Other Than Trust
                    Companies
        A bank, a bank and trust company and a savings bank shall
     have in addition to other powers granted by this act or its
     articles and subject to the limitations and restrictions
     contained in this act or in its articles:
        * * *
        (d)  Subsidiaries--in addition to the power to acquire and
     hold interests in a subsidiary permissible under section
     201(c)(iii), (iv) and (v), the power to acquire and hold,
     without limitation of amount, the stock of subsidiary
     corporations engaged in activities permissible for such
     institution and activities permissible under the Bank Service
     Corporation Act (Public Law 87-856, 12 U.S.C. § 1861 et seq.),
     [if the shares are acquired with the prior written approval of
     the department and in accordance with the terms and conditions
     of transfer prescribed by the department.] subject to any
     conditions, limitations and restrictions comparable to those
     which may be imposed pursuant to section 201(c)(iii), (iv) and
     (v) and to notice and review as provided by section 201(e).
        * * *
      Section 306.  Limits on Indebtedness of One Customer (Including
                    Purchased Paper)
        * * *
        (d)  Regulation--The department may by regulation not
     inconsistent with the provisions of this section and section
     1414(c) prescribe definitions of and requirements for
     transactions included in or excluded from the indebtedness to
     which the fifteen percent limitation of this section applies.
        * * *
        Section 6.  Section 310(a) of the act, amended December 21,
     1988 (P.L.1416, No.173), is amended to read:
      Section 310.  Real Estate Loans
        (a)  Permissible loans; [maximum amount and] term and maximum
     amount--An institution may, subject to the requirements of this
     section, make or acquire a loan secured by a lien on real estate
     (including a lease-hold) located in any state or the District of
     Columbia, in a dependency or insular possession of the United
     States or in the Commonwealth of Puerto Rico[, in an amount and
     for a term not to exceed]:
            (i)  in the case of improved real estate, including farm
        land, for a term not to exceed:
                (A)  [two-thirds of the value for] ten years, if
            unamortized, or
                (B)  [four-fifths of the value for thirty] forty
            years, if the terms of the loan require substantially
            equal payments at successive intervals of not more than
            one year each and in an amount sufficient to pay all
            principal of and interest on the loan within the term of
            the loan, except that a loan to a commercial or
            industrial borrower is exempted from the requirement of
            substantially equal payments and the date of the initial
            payment on a loan to such borrower may be deferred for a
            period not in excess of [three] five years from the date
            of the loan; or
                [(C)  ninety percent of the value of a one family
            residential property for thirty years, in an amount not
            to exceed forty thousand dollars ($40,000), or such
            larger amount as the department may permit by regulation,
            subject to the same requirements set forth in clause (B);
            or
                (D)  ninety-five percent of the value for thirty
            years, if that principal portion of the loan in excess of
            seventy-five percent of the value is made in reliance
            upon a private company mortgage insurance or guarantee
            acceptable to the Department of Banking, subject to the
            same requirements set forth in clause (B); or]
            (ii)  in the case of unimproved real estate to be
        acquired or developed with the proceeds of the loan, [three-
        fourths of the value for five years.] for a term not to
        exceed five years; and
            (iii)  in an amount not to exceed ninety percent of the
        value of the loan except that if the amount of the loan does
        not exceed one hundred thousand dollars ($100,000) or is made
        in reliance upon a private mortgage insurance or guarantee
        acceptable to the department regardless of the amount of the
        loan, then one hundred percent of the value of the loan.
        * * *
        Section 7.  Section 311 of the act is amended by adding
     subsections to read:
      Section 311.  Transactions With Respect to Shares of Corporate
                    Stock and Capital Securities
        * * *
        (c.1)  Collateral loans with affiliates--An institution may
     engage in a covered transaction with an affiliate, including the
     acceptance of securities issued by an affiliate as collateral
     security for a loan or extension of credit, if the institution
     complies with the requirements of 12 U.S.C. § 371c. The
     department shall interpret the requirements of 12 U.S.C. § 371c
     in a manner consistent with regulations, orders and
     interpretations as issued by the Board of Governors of the
     Federal Reserve System.
        * * *
        (e.1)  Transactions with affiliates--An institution may
     engage in a transaction with an affiliate, including the
     extension of credit to acquire or hold shares of capital
     securities of an affiliate, if the institution complies with the
     requirements of 12 U.S.C. § 371c-1. The department shall
     interpret the requirements of 12 U.S.C. § 371c-1 in a manner
     consistent with regulations, orders and interpretations as
     issued by the Board of Governors of the Federal Reserve System.
        (f)  Determination of surplus--For the purposes of this
     section, an institution may determine its surplus in the same
     manner as calculated for purposes of satisfying limitations upon
     the ownership of shares of banks and holding companies as
     provided by 12 U.S.C. § 24.
        Section 8.  Section 403(g) of the act is repealed.
        Section 9.  Section 505(a) of the act, amended December 21,
     1988 (P.L.1416, No.173), is amended to read:
      Section 505.  Real Estate Loans
        (a)  Permissible loans; [maximum amount and] term and maximum
     amount--A savings bank may, subject to the requirements of this
     section, make or acquire a loan secured by a lien on real estate
     (including a leasehold) located in any state or the District of
     Columbia, in a dependency or insular possession of the United
     States or in the Commonwealth of Puerto Rico[, in an amount and
     for a term not to exceed]:
            (i)  in the case of improved real estate, including farm
        land, for a term not to exceed:
                (A)  [two-thirds of the value for] ten years, if
            unamortized[, or three-fourths of the value for five
            years, if unamortized]; or
                (B)  [four-fifths of the value for thirty] forty
            years, if the terms of the loan require payments which
            are substantially equal except for the last payment at
            successive intervals of not more than one year each and
            in an amount sufficient to pay all principal of and
            interest on the loan within [thirty years] the term of
            the loan, except that a loan to a commercial or
            industrial borrower is exempted from the requirement of
            substantially equal payments and the date of the initial
            payment on a loan to such borrower may be deferred for a
            period not in excess of five years from the date of the
            loan; or
                [(C)  ninety percent of the value of a one family
            residential property for thirty years, in an amount not
            to exceed forty thousand dollars ($40,000), unless the
            department by regulation approves the granting of loans
            under this subsection in greater amounts, subject to the
            same requirements set forth in clause (B); or
                (D)  ninety-five percent of the value for thirty
            years, if that portion of the loan in excess of seventy-
            five percent of the value is made in reliance upon a
            private company mortgage insurance or guarantee
            acceptable to the Department of Banking, subject to the
            same requirements set forth in clause (B); or]
            (ii)  in the case of unimproved real estate to be
        acquired or developed with the proceeds of the loan, [three-
        fourths of the value for five years.] for a term not to
        exceed five years; and
            (iii)  in an amount not to exceed ninety percent of the
        value of the loan except that, if the amount of the loan does
        not exceed one hundred thousand dollars ($100,000) or is made
        in reliance upon a private mortgage insurance or guarantee
        acceptable to the department regardless of the amount of the
        loan, then one hundred percent of the value of the loan.
        * * *
        Section 10.  Section 907(c) of the act, added July 6, 1995
     (P.L.271, No.39), is amended to read:
      Section 907.  Branches Outside Pennsylvania
        * * *
        (c)  An institution may maintain branches in any other state,
     the District of Columbia or a territory or possession of the
     United States upon receiving the prior written approval of the
     department after filing an application and paying a fee to the
     department in a form and amount prescribed by the department,
     except no approval is required for national banks or Federal
     savings associations under this subsection.
        Section 11.  Section 1003(a) of the act is amended to read:
      Section 1003.  Prohibition of Promoters' Fees
        (a) Prohibited fees--An institution shall not pay any fee,
     compensation or commission for promotion in connection with its
     organization or apply any money received on account of shares or
     subscriptions for shares to promoters' fees for obtaining
     subscriptions, selling shares or other services in connection
     with its organization, except legal fees and other usual and
     ordinary expenses, including reasonable brokers' fees,
     commissions and underwriting costs, necessary for its
     organization.
        * * *
        Section 12.  Section 1407 of the act is amended by adding a
     subsection to read:
      Section 1407.  Audits and Reports by Directors or Trustees;
                    Accountants; Internal Auditors
        * * *
        (d)  Accounting standards--Audits and reports shall be deemed
     to satisfy the requirements of this section to the extent the
     audits and reports conform to accounting standards and
     principles applicable pursuant to 12 U.S.C. § 1831n to reports
     or statements required to be filed with Federal banking
     agencies.
        Section 13.  Section 1414 of the act, amended April 8, 1982
     (P.L.262, No.79), is amended to read:
      Section 1414.  Preferential Rates of Interest
        (a)  Preferences prohibited--[An] Notwithstanding the
     provisions of section 306 and except as provided by subsection
     (c), an institution shall not pay to any director, trustee,
     executive officer or attorney a higher rate of interest on
     deposits than the rate paid to any other depositor on similar
     deposits and shall not grant to any such individual a lower rate
     of interest on a loan, or a lower rate of charge on an agreement
     for the payment of money, than the rate granted to other
     customers under similar circumstances.
        [(b)  Limited definition--The term "executive officer" for
     the purposes of this section shall be defined by regulation of
     the Department of Banking.]
        (c)  Authorized activities--Notwithstanding any other
     provision of this act, an institution may extend credit to any
     director, trustee, executive officer, attorney or principal
     shareholder, or to any related interest of such a person, to the
     extent permissible pursuant to 12 U.S.C. §§ 375a and 375b. The
     department shall interpret the provisions of 12 U.S.C. §§ 375a
     and 375b in a manner consistent with regulations, orders and
     interpretations as issued by the Board of Governors of the
     Federal Reserve System. A regulation, order or interpretation of
     the provisions of 12 U.S.C. §§ 375a and 375b by the Board of
     Governors of the Federal Reserve System shall take effect for
     the purposes of this subsection within thirty days of
     promulgation by the Board of Governors except that the
     department may for good cause suspend the application of such
     regulation, order or interpretation for up to a one-year period.
     Notice of such suspension shall be published by the department
     in the Pennsylvania Bulletin. Thereafter, the regulation, order
     or interpretation shall take effect for the purposes of this
     subsection unless the department adopts administrative
     regulations setting forth a contrary interpretation of the
     provisions of 12 U.S.C. §§ 375a and 375b. A regulation, order or
     interpretation of the provisions of 12 U.S.C. §§ 375a and 375b
     by the Board of Governors of the Federal Reserve System may take
     effect for the purposes of this subsection within less than
     thirty days of promulgation by the Board of Governors if
     approved by the department.
        Section 14.  Sections 1415 and 2102(c) of the act are
     repealed.
        Section 15.  (a)  The following acts and parts of acts are
     repealed to the extent specified:
        Sections 114 and 212.1 of the act of December 14, 1967
     (P.L.746, No.345), known as the Savings Association Code of
     1967.
        (b)  All other acts and parts of acts are repealed insofar as
     they are inconsistent with this act.
        Section 16.  This act shall take effect immediately.

     APPROVED--The 22nd day of November, A. D. 2000.

     THOMAS J. RIDGE

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