48.02 CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL. (a) The capital and surplus of every state bank hereafter organized shall be at least $250,000. The capital stock of a state bank must be divided into shares of not less than $1. In addition thereto undivided profits shall be provided for in such an amount as the […]
48.03 SHARES. Subdivision 1. Shareholder list. The president and cashier of any bank of discount and deposit shall at all times keep an accurate verified list of all its shareholders, with the amount of shares held by each, the dates of all transfers and names of transferees. Subd. 2. Shareholder liability. Except as provided in […]
48.032 PREEMPTIVE RIGHTS. (a) Unless otherwise denied or limited in the certificate of incorporation or by the board pursuant to section 302A.401, subdivision 2, paragraph (b), a shareholder of a banking institution has the preemptive rights provided in section 302A.413. (b) If preemptive rights are denied or limited pursuant to paragraph (a) after a shareholder […]
48.033 STATE BANKS, LIABILITY OF SHAREHOLDERS. Notwithstanding sections 48.03 and 49.24, any shareholder of a state bank whose deposits are not insured by the Federal Deposit Insurance Corporation, shall be personally liable for the debts of said bank to the extent of the par value of the shares held by the shareholder. History: 1955 c […]
48.04 INCREASE AND REDUCTION OF CAPITAL. No increase or reduction of the capital of any banking institution shall be valid until the entire new capital has been paid in cash, and certified to the commissioner under oath of the president, vice-president, or cashier. The commissioner shall thereupon issue a certificate of that fact and of […]
48.05 CAPITAL NOT TO BE WITHDRAWN; DIVIDENDS. No portion of the capital or surplus of any banking institution shall ever be withdrawn by any person or in any way, either in dividends or otherwise, except upon reduction as provided by law. No dividend on common stock shall be made except as provided in section 48.09. […]
48.055 ISSUANCE OF PREFERRED STOCK, CONDITIONS. Subdivision 1. Authorization. Any state bank may issue preferred stock of one or more classes, with or without voting rights, with the approval of the commissioner of commerce and without change of its certificate of incorporation, when its board of directors is so authorized by a majority vote of […]
48.056 REVERSE STOCK SPLIT. Subdivision 1. Power to effect. (a) A banking institution may effect a reverse stock split by reducing its outstanding shares of stock if the commissioner finds that the transaction: (1) has a legitimate business purpose including, but not limited to, reducing corporate expenses, simplifying corporate procedures, or becoming a qualified S […]
48.06 BOARD OF DIRECTORS. Subdivision 1. Size. The business of a bank must be managed by a board of at least five directors, unless a greater number is otherwise required by law. A board of directors of a financial institution referred to in section 47.12 which has fewer than five members on August 1, 1995, […]
48.07 OFFICERS; APPOINTMENT, REMOVAL. The board of directors of a bank or trust company organized under the laws of this state shall have full power and authority at any time to appoint and remove any officer or employee. Every bank or trust company organized under the laws of this state, except when otherwise specially provided, […]
48.08 DIRECTORS AND OFFICERS, RESTRICTED USE OF BANK FUNDS; DEALINGS WITH BANK. No director, officer or employee shall, directly or indirectly, in any manner, use the funds of the bank, or any part thereof, except in its regular business transactions, and every loan made to any of its directors, officers, employees, or agents shall be […]
48.09 DIVIDENDS; SURPLUS. Subdivision 1. Creation of surplus fund. At the end of each dividend period, after deducting all necessary expenses, losses, amounts receivable more than one year overdue and not well secured, interest, and taxes due or levied, all of the remaining net profits for the period shall be set aside as a surplus […]
48.10 ANNUAL AUDIT; REPORT. The board of directors of a bank, bank and trust, or trust company shall annually examine its books, either in person, or by appointing an examining committee, or an auditor, who may be an independent auditor or accountant. The examining committee or auditor shall be solely responsible to the directors. A […]
48.11 CONTRACTS, HOW MADE. Every contract made by any bank, except routine business, shall be first duly authorized by resolution of its board of directors, signed by the president or vice-president and by the cashier or some other officer specially designated by the board, and have its corporate seal impressed thereon. History: (7678) RL s […]
48.12 BONDS OF OFFICERS AND EMPLOYEES. Every state bank shall be protected against loss by reason of the unlawful act of any of its officers or employees by a surety bond in an amount approved by the board of directors, issued by a solvent corporate surety in good standing authorized to do business in this […]
48.13 CONDITIONS OF BONDS. Subdivision 1. Securities. If a bond is given, it shall be in favor of the bank and shall have one corporate surety, which shall be a solvent insurance corporation in good standing authorized to do business in Minnesota, or at least five individual sureties, not one of whom shall be an […]
48.14 EXAMINATIONS, REPORTS TO SHOW NAMES OF BONDED OFFICERS AND EMPLOYEES. When an examination is made of a bank by the commissioner, or an examiner, the report of the examination made to the commissioner shall state the names of all the officers and employees of the bank so bonded or insured, and the penalty of […]
