Wis. Admin. Code Department of Financial Institutions DFI-Bkg 17.08

Current through May 28, 2024
Section DFI-Bkg 17.08 - Required documentation
(1) The following documentation shall be filed with the division prior to the effective date of a merger or consolidation:
(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.
(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.
(c) Copy of the notice of approval sent to the shareholders of the existing banks who voted to oppose the merger or consolidation.
(d) Copy of the Federal Deposit Insurance Corporation's or the Federal Reserve System's approval of the transaction.
(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.

(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:
(a) List of shareholders.
(b) Oath of directors.
(c) Incorporators' declaration under s. 221.0207 (2), Stats., certifying that all stock has been paid-in.
(d) The proposed bylaws and the shareholders' resolution adopting the bylaws if the interim bank is the surviving bank in the merger or consolidation.

Wis. Admin. Code Department of Financial Institutions DFI-Bkg 17.08

CR 04-001: CR Register June 2004 No. 582, eff. 7-1-04.
Amended by, CR 23-039: am. (1) (intro.), (2) (intro.) Register February 2024 No. 819, eff. 4/1/2024