Wyo. Code R. 021-0002-13
Banking Division
Chapter 13: Statewide Branching
Effective Date: 09/05/1995 to 10/22/1997
Rule Type: Superceded Rules & Regulations
Reference Number: 021.0002.13.09051995
BRANCH BANKING
COUNTYWIDE BRANCHING
Section 1. Authority. The rules governing branch banking are adopted by authority of W.S. 13-2-702(f).
Section 2. Administration. The duties of the Department of Audit under W.S. 13-2-701 through 13-2-708 are administered by the state banking commissioner with the approval of the director.
Section 3. Filing Fee. The fee for filing an application to establish a branch under W.S. 13-2-702 is seven hundred dollars ($700.00).
Section 4. Definition. The term “well capitalized”, as used in W.S. 13-2-702, shall be as defined by the Federal Deposit Insurance Corporation’s regulations, Part 325.
BRANCH BANKING
BRANCH BANK LICENSING
Section 1. Authority. The rules governing branch bank licensing are adopted by authority of W.S. 13-2-607.
Section 2. Definitions.
(a) As used in these rules:
(i) "Commissioner" means the state banking commissioner;
(ii) "Division" means the division of banking within the department of audit; and
(iii) The definitions set forth in W.S. 13-2-601 apply to other terms used in this Article.
Section 3. Application for Initial License.
(a) An application shall be filed with the division to obtain a license for the establishment and operation of a branch bank.
(b) Each application shall provide the following information:
(i) The name and address of the principal bank;
(ii) The name and address of the branch bank to be licensed;
(iii) The names and residence addresses of each director and each executive officer of the principal bank;
(iv) The names and residence addresses of the officers or chief administrative employees of the branch to be licensed;
(v) The most recent statement of condition of the principal bank, including all branches; and (vi) A signed and verified statement by the chief executive officer of the principal bank that all information filed in support of the license application is complete, true and accurate.
(c) If the principal bank is not chartered by the State of Wyoming, in addition to the information required by subsection (b) of this section, the application shall include:
(i) The percent of the outstanding shares of stock of the principal bank owned directly or beneficially by each director;
(ii) The percent of the outstanding shares of stock of the principal bank owned directly or beneficially by each executive officer of the principal bank;
(iii) A copy of the most recent director's audit of the principal bank; and
(iv) A copy of the two (2) most recent examination reports of the principal bank, as performed by the appropriate regulatory authority.
(d) The commissioner may waive the filing of any of the information required by subsection (b) or (c) of this section if the commissioner finds:
(i) Such information has been provided to the division through other applications, examination reports, call reports or other filings;
(ii) The information on file in the department is sufficiently complete and current to provide a proper basis for issuing a branch license; and
(iii) The chief executive officer of the principal bank verifies under oath that the information provided previously by the bank is at the time of the license application accurate, complete and true.
Section 4. Application For License Renewal. The information required for the initial license application shall be updated with each annual renewal application for a branch bank license, so that the information on file with the division is current. The application for a branch license renewal shall state that the information filed with the most recent prior license application has been fully reviewed and that it is complete, accurate and true, or that appropriate amendments have been made and are submitted with the current renewal application. The renewal application shall be verified under oath by the chief executive officer of the principal bank.
Section 5. License Fees; Annual Renewal Fee. The initial license application for each branch bank shall be accompanied by a fee of one hundred dollars ($100.00). Each branch bank license must be renewed annually as provided in W.S. 13-2-602 (a). The fee for each annual renewal is the same amount as the initial license fee. The initial license fee and each annual renewal fee shall be credited against supervisory fees paid by the principal bank under W.S. 13-3-702 for the year in which the license fee is paid.
(a) Records of the activities and operations of any branch bank in this state shall be kept and maintained in this state as provided by W.S. 13-2-604. Such records shall include:
(b) If records of branch bank activities are processed and maintained by telecommunications in a central accounting system, on magnetic tape or a computer data base maintained by the principal bank outside this state, a hard copy printout of the required records shall be kept at the principal bank or at the branch bank within this state. Such printouts shall reflect all transactions of the branch bank, current to within forty-eight (48) hours of the close of the last business day, and shall be in such form and format as the commissioner may require.
Section 7. Audit or Examination Report; Restriction on Use. The audit or examination report done by the division or the department is and shall remain the property of the department of audit, and shall not be reproduced or released for any purpose except by authority of the commissioner.
BRANCH BANKING
BRANCH BANK REORGANIZATION
Section 1. Authority. The state banking commissioner, pursuant to W.S. 13-1-603, 13-2-607 and 13-3-704, is directed to administer the law and regulations governing the organization, operation, examination, reorganization or dissolution of banks in Wyoming, and to adopt rules and regulations providing for administering the laws governing financial institutions.
Section 2. Definitions.
(a) "Branch bank license" or "license" means the license to operate a branch bank issued pursuant to W.S. 13-2-601 through 13-2-607;
(b) "Commissioner" means the state banking commissioner;
(c) "Purchase and assumption transaction" means a transaction whereby the acquiring bank purchases some, but not all, of the assets and assumes some, but not all, of the liabilities of the selling bank;
(d) "Reorganize" or "reorganization" means any change in corporate structure or operation which requires an amendment of the articles of incorporation of the reorganizing bank;
(e) The definitions set forth in W.S. 13-2-601 apply to other terms used in this Article.
Section 3. Reorganization; Branch Bank Acquisition.
(a) An in-state bank may reorganize with the approval of the commissioner, as provided by W.S. 13-4-103 (b).
(b) A reorganization may include a purchase and assumption transaction between two in-state banks whereby the acquiring bank purchases the assets and assumes the liabilities of a branch bank licensed by the selling principal bank.
(c) The license to maintain and operate a branch bank may be transferred to the acquiring bank with the approval of the commissioner.
(a) An application for transfer of a branch bank license shall be made to the commissioner by both parties to the purchase and assumption transaction. The application shall set forth:
(i) The name of the principal bank proposing to sell the branch bank and license;
(ii) The name and address of the licensed branch bank to be sold;
(iii) The name of the bank proposing to purchase the branch bank and license;
(iv) The address where the branch bank will be maintained and operated;
(v) The date and time when the transfer of assets and assumption of liabilities is to be effective, which shall be at least sixty (60) days after the date when the application is filed; and
(vi) Such other information as the commissioner may require.
(b) The application shall be accompanied by:
(i) A resolution of the board of directors of each of the applicants, duly adopted and certified, evidencing approval of the proposed purchase and assumption transaction, and transfer of the branch bank license, by the directors;
(ii) A resolution of the board of directors of the acquiring bank, duly adopted and certified, ensuring that the customers and clients of the branch bank being acquired will be held harmless from any cost or expense resulting from acquisition of the branch bank, such as, but not limited to, obtaining new checks, document transfers or substitutions, or fees for changing accounts;
(iii) A copy of the application to the Federal Reserve Board or the Federal Deposit Insurance Corporation for approval of the proposed purchase and assumption transaction;
(iv) A certified copy of the purchase and assumption agreement; and
(v) Such additional information regarding the assets being sold and the liabilities being assumed as the commissioner may require to determine that the purchase and assumption transaction will not adversely affect the capital structure or financial stability of either of the parties to the transaction, or the public interest.
(a) The applicants shall pay the costs incurred for examinations, notice, conducting hearings, and other costs of processing an application for transfer of a branch bank license. A fee of twenty-five hundred dollars ($2,500.00) for each license to be transferred shall be paid when the application is filed. If costs incurred by the commissioner exceed the application fee, the additional costs will be billed to the applicants in equal amounts.
(a) The selling bank shall give written notice of the proposed purchase and assumption transaction to each customer having an account with the branch bank being transferred, at least thirty (30) days before the date when the purchase of assets and the assumption of liabilities is to be effective. The notice shall be mailed to the customer at the address listed for the account.
(b) The selling bank shall certify under oath that the notice required has been mailed, and a copy of the notice and certification shall be filed with the commissioner at least twenty-five (25) days before the date when the purchase and assumption transaction is to be effective.
(a) If the commissioner finds the application for transfer of a branch bank is complete, the commissioner shall cause notice of the proposed license transfer to be published in a newspaper of general circulation in the community where the branch bank license is located. The notice shall be published at least once each week for three (3) consecutive weeks. The notice shall state:
(i) The names of the selling and acquiring banks;
(ii) The general purpose of the purchase and assumption transaction;
(iii) The date and time when the transfer of assets and assumption of liabilities will take place;
(iv) That written comments concerning the proposed purchase and assumption transaction will be accepted by the commissioner until the date specified in the notice, which shall be at least ten (10) days after the last publication of the notice; and
(v) That a public hearing will be held if requested by at least twenty-five (25) depositors of the branch bank being transferred.
(b) The last publication of notice of the proposed license transfer shall be made at least twenty (20) days but not more than thirty (30) days before the transfer of assets and assumption of liabilities is to be effective.
Section 8. Approval of Transfer.
(a) The commissioner shall approve the purchase and assumption transaction, including the transfer of the branch bank license, if the commissioner finds:
(i) After consummation of the purchase and assumption transaction, both the selling bank and the acquiring bank will meet all requirements of the laws of this state for the formation of a new bank;
(ii) After consummation of the purchase and assumption transaction, the acquiring bank will maintain an adequate capital structure, including surplus, in relation to the assets acquired and the deposits and other liabilities assumed, and in relation to the banking activities to be assumed or expanded;
(iii) The customers and clients of the branch bank being transferred are protected against cost or adverse impact from the transaction;
(iv) All customers having an account with the branch bank being transferred have been notified by mail of the proposed purchase and assumption transaction as required by Section 6 of this Article;
(v) The purchase and assumption transaction is not contrary to the public interest.
(b) The commissioner shall approve or disapprove the purchase and assumption transaction, including the transfer of the branch bank license, within fifteen (15) days after the final date set for receiving written comments as specified in the publication of notice, or after the public hearing on the proposed transaction, whichever is later. If the commissioner disapproves the proposed transaction and license transfer, the reasons for the disapproval shall be given to the parties to the transaction in writing, and the parties shall be given sixty (60) days to correct the items which caused the disapproval. If the items are not corrected within the time allowed, the application shall be deemed withdrawn. Approval of the transaction and license transfer shall be contingent upon receipt of amended articles of incorporation as required by W.S. 13-4-102.
Section 9. Extensions of Time. The commissioner may extend the time periods allowed for processing an application for transfer of a branch bank license, and may postpone the date upon which the transfer of assets and assumption of liabilities is to be effective, upon the motion of either party to the application, or upon the commissioner's own motion.