A state bank or trust company needs office approval to reduce outstanding capital shares, must give 15 days’ written notice before increasing them, and special stock offering plans need board and shareholder approval unless the office approves otherwise in limited cases.
658.36 Changes in capital.—(1) A state bank or trust company may not reduce the number of shares of its outstanding capital stock without first obtaining the approval of the office. Approval shall be withheld if the reduction will cause capital accounts to be less than the minimum required pursuant to the financial institutions codes. (2) A state bank or trust company may provide for an increase in its number of outstanding shares of capital stock after filing a written notice with the office at least 15 days before making such increase. The office may waive the time requirement upon a demonstration of good cause. (3) If a bank or trust company’s capital accounts have been diminished by losses to less than the minimum required pursuant to the financial institutions codes, the market value of its shares of capital stock is less than the present par value, and the bank or trust company cannot reasonably issue and sell new shares of stock to restore its capital accounts at a share price of par value or greater of the previously issued capital stock, the office, notwithstanding any other provisions of part I of chapter 607 and, if applicable, part II or part III of chapter 607, or the financial institutions codes, may approve special stock offering plans.(a) Such plans may include, but are not limited to, mechanisms for stock splits including reverse splits; revaluations of par value of outstanding stock; changes in voting rights, dividends, or other preferences; and creation of new classes of stock. (b) The plan must be approved by majority vote of the bank or trust company’s entire board of directors and by holders of two-thirds of the outstanding shares of stock. (c) The office shall disapprove a plan that provides unfair or disproportionate benefits to existing shareholders, directors, executive officers, or their related interests. The office shall also disapprove any plan that is not likely to restore the capital accounts to sufficient levels to achieve a sustainable, safe, and sound financial institution. (d) For any bank or trust company that the office determines to be a failing financial institution pursuant to s. 655.4185, the office may approve special stock offering plans without a vote of the shareholders.