Chapter 1103 | State Banks - Corporate Governance

Section 1103.02 | Legal existence of state banks.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

When the articles of incorporation and the superintendent of financial institutions' certificate of approval are filed with the secretary of state, the persons who have subscribed them or their successors and assigns shall become a body corporate by the name designated in the articles of incorporation, with succession. The legal existence of the state bank begins upon the filing of the articles of incorporation and, unless the articles of incorporation otherwise provide, its period of existence is perpetual.

Section 1103.03 | Authority of state bank board of directors.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

Except where the law of this state, the articles of incorporation, or the code of regulations require action to be authorized or taken by shareholders, all of the authority of a state bank shall be exercised by or under the direction of the board of directors in accordance with Chapter 1105. of the Revised Code.

Section 1103.07 | Bank name.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) The name of a state bank:

(1) Shall include either of the following:

(a) "Bank," "banking," "company," or "co.";

(b) "Savings," "loan," "savings and loan," "building and loan," or "thrift."

(2) May include the word "state," "federal," "association," or, if approved by the superintendent of financial institutions, another term;

(3) Shall not, as determined by the superintendent, be likely to mislead the public as to the bank's character or purpose;

(4) Shall, as determined by the superintendent, be distinguishable from all names already recorded by existing financial institutions in this state or for which reservations under this section are in effect, unless the existing financial institution that earliest recorded a name from which the proposed name is not distinguishable, or the person that reserved a name from which the proposed name is not distinguishable, has filed its written consent with the superintendent and with the secretary of state pursuant to division (C) of section 1701.05 of the Revised Code.

(B) To reserve a name for a state bank to be organized under Chapter 1113. or 1114. of the Revised Code or for an existing state bank, a person shall submit to the superintendent a written application for the exclusive right to use a specified name. If the superintendent finds that the specified name satisfies the requirements for a state bank name and is available for use in accordance with this section, the superintendent shall endorse approval on the application and forward the reservation to the secretary of state for filing.

(C)(1) Reservation of a name pursuant to division (B) of this section gives the applicant the exclusive right to use the name as follows:

(a) If the reservation application is submitted to the superintendent prior to submitting an application to incorporate a new state bank or amended articles of incorporation or an amendment to the articles of incorporation, for one hundred eighty days after the date on which the secretary of state filed the reservation endorsed by the superintendent, and for one year after the date on which the secretary of state filed the reservation endorsed by the superintendent if the superintendent extends the reservation;

(b) If an application to incorporate a new state bank or amended articles of incorporation or an amendment to the articles of incorporation for an existing state bank is submitted to the superintendent concurrently with the reservation application or during the time a previously filed reservation remains in effect, from the date on which the secretary of state filed the reservation endorsed by the superintendent until the superintendent approves or disapproves the incorporation of the new state bank or the amended articles of incorporation or amendment to the articles of incorporation for an existing state bank.

(2) The superintendent shall, on behalf of a state bank or other person that has reserved a name pursuant to this section, endorse and forward to the secretary of state any additional name reservations required to maintain the reservation of the name under section 1701.05 of the Revised Code for as long as the name reservation is in effect pursuant to division (C)(1) of this section.

(D) For purposes of this section, a name is recorded if it is either of the following:

(1) The name of a bank, savings bank, or savings association in its articles of incorporation or articles of association on the records of the secretary of state, superintendent of financial institutions, office of the comptroller of the currency, or any of their successors;

(2) Registered as, or as part of, a trade name or service mark with the secretary of state.

(E)(1) Absent the express written permission of the state bank, no person shall use the name of a state bank in an advertisement, solicitation, promotional, or other material in a way that may mislead another person, or cause another person to be misled, into believing that the person issuing the advertisement, solicitation, promotional, or other material is associated or affiliated with the state bank.

(2) A state bank injured by a violation of division (E)(1) of this section may bring an action in law or equity for recovery of damages, a temporary restraining order, an injunction, or any other available remedy.

Section 1103.18 | Officer equivalent to treasurer.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) Instead of a treasurer, as required by section 1701.64 of the Revised Code, a state bank may have a cashier, controller, comptroller, or other officer whose authority and duties the superintendent of financial institutions determines are essentially equivalent to those of a treasurer.

(B) For any state bank that has a cashier, controller, comptroller, or other officer instead of a treasurer, as authorized by division (A) of this section, the cashier, controller, comptroller, or other officer may execute, acknowledge, or verify any instrument or take any other action that by law a treasurer of the state bank would be authorized to execute, acknowledge, verify, or take.

Section 1103.19 | Two authorized signatures required.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

When the signatures of two authorized representatives of a state bank are required, as for a certificate for an amendment of the state bank's articles of incorporation or amended articles of incorporation pursuant to section 1113.12, 1113.13, or 1114.11 of the Revised Code or for certification of a conversion pursuant to section 1115.01 of the Revised Code, a consolidation or merger pursuant to section 1115.11 of the Revised Code, or a transfer of assets and liabilities pursuant to section 1115.14 of the Revised Code, one of the authorized representatives signing shall be the chairperson of the board of directors, the president, or a vice-president, as determined by the board of directors. The other authorized representative signing shall be the secretary or an assistant secretary, as determined by the board of directors.

Section 1103.20 | Filing documents with secretary of state.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

(A) When any provision in Chapters 1101. to 1127. or Chapter 1701. of the Revised Code requires a document regarding an existing, previously existing, or proposed state bank to be filed with the secretary of state, all of the following apply:

(1) The person responsible for producing the document shall deliver the document, properly completed, to the superintendent of financial institutions, along with payment for any fee required for filing the document with the secretary of state.

(2) The superintendent shall file the document, and any required approval by the superintendent, with the secretary of state.

(3) The secretary of state shall send a certified copy of the document to both the superintendent and the state bank or other person on whose behalf the superintendent filed the document.

(B) If the person responsible for producing the document to be filed fails to comply with division (A)(1) of this section, the action or transaction to which the document relates is not authorized or effective.

Section 1103.99 | Penalty for misleading use of name.

• Effective: January 1, 2018
• Latest Legislation: House Bill 49 - 132nd General Assembly

Whoever violates division (E)(1) of section 1103.07 of the Revised Code shall be subject to a civil penalty of up to ten thousand dollars for each day the violation is committed, repeated, or continued.