Ala. Code § 5-13B-1 Short Title.
5-13B-1. Short Title.
This chapter shall be known and may be cited as the “Alabama Interstate and International Banking Act of 1995.”
(Acts 1995, No. 95-115, p. 134, §1.)
Acquisitions of Banks by Bank Holding Companies.
Ala. Code tit. 5, ch. 13B, art. 1
in effectAla. Code § 5-13B-2 Definitions.
5-13B-2. Definitions.
For purposes of this article:
(a) “Acquire” means:
(1) For a company to merge or consolidate with a bank holding company;
(2) For a company to assume direct or indirect ownership or control of:
(I) More than 25 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was not a bank holding company prior to such acquisition;
(II) More than five percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was a bank holding company prior to such acquisition; or
(III) All or substantially all of the assets of a bank holding company or a bank; or
(3) For a company to take any other action that results in the direct or indirect acquisition of control by such company of a bank holding company or a bank; however, formation of a de novo bank pursuant to Chapter 5A of this title is not an acquisition for purposes of this article.
(b) “Affiliate” has the meaning set forth in Section 2(k) of the Bank Holding Company Act.
(c) “Alabama bank” means a bank that is:
(1) Organized under the laws of Alabama under the jurisdiction of the superintendent; or
(2) Organized under federal law and having its main office in this state.
(d) “Alabama bank holding company” means a bank holding company that:
(1) Had its principal place of business in this state on July 1, 1966, or the date on which it became a bank holding company, whichever is later; and
(2) Is not controlled by a bank holding company other than an Alabama bank holding company.
(e) “Bank” has the meaning set forth in Section 2(c) of the Bank Holding Company Act.
(f) “Bank holding company”:
(1) Has the meaning set forth in Section 2(a) of the Bank Holding Company Act; and
(2) Unless the context requires otherwise, includes an Alabama bank holding company, an out-of-state bank holding company, and a foreign bank holding company.
(g) “Bank Holding Company Act” means the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. §§1841 et seq.
(h) “Bank supervisory agency” means any of the following:
(1) The Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to these agencies; and
(2) Any agency of another state with primary responsibility for chartering and supervising banks.
(i) “Branch” has the same meaning as “domestic branch” defined in Section 3 of the Federal Deposit Insurance Act; however, an automated teller machine shall not constitute a branch.
(j) “Company” has the meaning set forth in Section 2(b) of the Bank Holding Company Act, and includes a bank holding company.
(k) “Control” shall be construed consistently with the provisions of Section 2(a) of the Bank Holding Company Act.
(l) “Deposit” has the meaning set forth in 12 U.S.C. §1813 (l).
(m) “Depository institution” means any institution included for any purpose within the definitions of “insured depository institution” as set forth in 12 U.S.C. §1813(c) (2) and (3).
(n) “Foreign bank holding company” means a bank holding company that is organized under the laws of a country other than the United States, including any territory or possession thereof.
(o) “Home state regulator” means, with respect to an out-of-state bank holding company, the bank supervisory agency of the state in which such company maintains its principal place of business.
(p) “Out-of-state bank holding company” means:
(1) A bank holding company that is not an Alabama bank holding company; and
(2) Unless the context requires otherwise, includes a foreign bank holding company.
(q) “Principal place of business” of a bank holding company means the state in which the total deposits of all bank subsidiaries of such company were the greatest on the later of July 1, 1966, or the date on which such company became a bank holding company.
(r) “State” means any state, territory, or other possession of the United States, including the District of Columbia.
(s) “Subsidiary” has the meaning set forth in Section 2(d) of the Bank Holding Company Act.
(t) “Superintendent” means the Superintendent of Banks then in office and, where appropriate, all of his or her successors and predecessors in office.
(Acts 1995, No. 95-115, p. 134, §2; Act 2007-224, p. 284, §1.)
Ala. Code § 5-13B-3 Scope of Article and Statement of Legislative Intent.
5-13B-3. Scope of Article and Statement of Legislative Intent.
This article sets forth the conditions under which a company may acquire an Alabama bank or an Alabama bank holding company or an Alabama bank holding company may acquire an out-of-state bank or bank holding company. This article is intended not to discriminate against out-of-state bank holding companies or against foreign bank holding companies in any manner that would violate Section 3(d) of the Bank Holding Company Act, as amended effective September 29, 1995, by Section 101 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328.
(Acts 1995, No. 95-115, p. 134, §3; Act 2010-548, p. 966, §1.)
Ala. Code § 5-13B-4 Permitted Acquisitions.
5-13B-4. Permitted Acquisitions.
(a) No company may acquire an Alabama bank holding company or an Alabama state bank without the prior approval of the superintendent.
(b) The approval of the superintendent under subsection (a) shall not be required where the acquisition is made:
(1) In a transaction arranged by the superintendent or another bank supervisory agency to prevent the insolvency or closing of the acquired bank; or
(2) In a transaction in which a bank forms its own bank holding company, if the ownership rights of the former bank shareholders are substantially similar to those of the shareholders of the new bank holding company.
(c) No Alabama bank holding company may acquire an out-of-state bank or bank holding company without the prior approval of the superintendent.
(d) In a transaction for which the superintendent’s approval is not required under this section, the parties shall give written notice to the superintendent at least 15 days before the effective date of the acquisition, unless a shorter period of notice is expressly permitted or required under applicable federal law.
(Acts 1995, No. 95-115, p. 134, §4; Act 2010-548, p. 966, §1.)
Ala. Code § 5-13B-5 Required Application.
5-13B-5. Required Application.
(a) A company that proposes to make an acquisition under this article shall:
(1) File with the superintendent a copy of the application that such company has filed with the responsible federal bank supervisory agency together with such additional information as the superintendent may prescribe; and
(2) Pay to the superintendent the application fee, if any, prescribed by the superintendent.
(b) To the extent consistent with the effective discharge of the superintendent’s responsibilities, the forms established under this article for application and reporting shall conform to those established by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act.
(c) In connection with an application received under this article, the superintendent shall require that prior notice of the application be published one time in a daily newspaper of general circulation and provide an opportunity for public comment.
(d) If the applicant is an out-of-state bank holding company that is not incorporated under the laws of this state, it shall submit with the application evidence satisfactory to the superintendent that the applicant has complied with or is exempted from the requirements of Sections 10-2B-15.01 et seq.
(Acts 1995, No. 95-115, p. 134, §5; Act 2010-548, p. 966, §1.)
Ala. Code § 5-13B-6 Standards for Approval.
5-13B-6. Standards for Approval.
(a) In deciding whether to approve an application for a proposed acquisition under this article, the superintendent shall consider whether the acquisition may:
(1) Be detrimental to the safety and soundness of the Alabama state bank or the Alabama bank holding company ;
(2) Result in a substantial reduction of competition in this state; or
(3) Have a significantly adverse effect on the convenience and needs of the community or communities in this state that are served by the Alabama state bank or the Alabama bank holding company to be acquired.
(b) Except as otherwise expressly provided in this section, the superintendent shall not approve an acquisition under this article if upon consummation of the transaction the applicant, including any depository institution affiliated with the applicant, would control 30 percent or more of the total amount of deposits held by depository institutions in this state.
(c) The superintendent may by regulation, with the concurrence of a majority of the members of the Alabama State Banking Board, adopt a procedure whereby the limitation on control of deposits set forth in subsection (b) may be waived for good cause shown.
(d) The superintendent shall not approve an application for an acquisition under this article unless the Alabama bank to be acquired, or all Alabama bank subsidiaries of the bank holding company to be acquired, have as of the proposed date of acquisition been in existence and in continuous operation for five years or more.
(e) The five-year requirement shall be met if the superintendent determines that either the Alabama bank or the subsidiaries of the Alabama bank holding company to be acquired:
(1) Were organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operating for more than five years, or
(2) Resulted from the merger or consolidation of two or more banks at least one of which had been in existence and continuously operating for more than five years.
(Acts 1995, No. 95-115, p. 134, §6; Act 2010-548, p. 966, §1.)
Ala. Code § 5-13B-7 Procedures Relating to Applications.
5-13B-7. Procedures Relating to Applications.
(a) The superintendent shall decide whether to approve an acquisition under this article within 60 days after receipt of a completed application; provided, that if the superintendent requests additional information from the applicant following receipt of a completed application, the time limit for decision by the superintendent shall be the later of:
(1) The date set forth above in this subsection, or
(2) Thirty days after the superintendent’s receipt of the requested additional information.
(b) The superintendent may in his or her discretion hold a public hearing in connection with an application at any time within 20 days after receipt of the completed application if a significant issue of law or fact has been raised with respect to the proposed acquisition.
(c) If the superintendent holds a public hearing in connection with an application, the time limit specified in subsection (a) shall be extended to 30 days after the conclusion of the public hearing.
(d) An application shall be deemed approved if the superintendent takes no action on the application within the time limits specified in this section.
(Acts 1995, No. 95-115, p. 134, §7.)
Ala. Code § 5-13B-8 Reports; Examinations.
5-13B-8. Reports; Examinations.
(a) To the extent specified by the superintendent by regulation, order, or written request, each bank holding company that directly or indirectly controls an Alabama state bank or an Alabama bank holding company, or the home state regulator of such company, shall submit to the superintendent:
(1) One or more copies of each financial report filed by such company with any bank supervisory agency, except for any report the disclosure of which would be prohibited by applicable federal or state law, within 15 days after the filing thereof with such agency; and
(2) An annual report, not later than April 15 of each year for each bank and branch in the state controlled by the bank holding company containing the following information:
a. The location;
b. The amount of deposits held as of the end of the preceding calendar year; and
c. The amount of loans made during the preceding calendar year to individuals and entities with addresses in this state.
(b) At the request of the superintendent, to the extent permitted by applicable state or federal law, each bank holding company that controls an Alabama state bank or an Alabama bank holding company, or the home state regulator of such bank or company, shall provide to the superintendent copies of the reports of examination of the company or any Alabama state bank or Alabama bank holding company.
(c) The superintendent may examine an Alabama bank holding company whenever the superintendent has reason to believe that the company is not being operated in compliance with the laws of this state or in accordance with safe and sound banking practices.
(Acts 1995, No. 95-115, p. 134, §8.)
Ala. Code § 5-13B-9 Agency Activities.
5-13B-9. Agency Activities.
(a) Any Alabama state bank may, upon compliance with the requirements of this section, agree to receive deposits, renew time deposits, close loans, service loans, receive payments on loans and other obligations and, with the prior approval of the superintendent, perform other services as an agent for any depository institution.
(b) An Alabama state bank that proposes to enter into an agency agreement to perform services other than those specifically designated in subsection (a) shall file with the superintendent at least 30 days before the effective date of the agreement:
(1) A notice of intention to enter into such an agency agreement with a depository institution;
(2) A description of the services other than those specifically designated in subsection (a) proposed to be performed under the agency agreement; and
(3) A copy of the agreement.
(c) If any proposed service is not specifically designated in subsection (a) and has not previously been approved in a regulation issued by the superintendent, the superintendent shall decide whether to approve the offering of such service within 30 days after receipt of the notice required by subsection (b); provided, that if the superintendent requests additional information after reviewing such notice, the time limit for the superintendent’s decision shall be 30 days after receiving such additional information. In deciding whether to approve, by regulation or order, any proposed service that is not specifically designated in subsection (a), the superintendent shall consider whether such service would be consistent with applicable federal and state law and the safety and soundness of the principal and agent depository institutions. The superintendent shall give appropriate notice to the public of each approval, by regulation or order, of any proposed service pursuant to this subsection.
(d) Any proposed service subject to subsection (c) shall be deemed approved if the superintendent takes no action on the notice required by subsection (b) within the time limits specified in subsection (c).
(e) An Alabama state bank may not under any agency agreement:
(1) Conduct any activity as an agent that it would be prohibited from conducting as a principal under applicable state or federal law; or
(2) Have an agent conduct any activity that the bank as principal would be prohibited from conducting under applicable state or federal law.
(f) The superintendent may order an Alabama state bank or any other depository institution subject to the superintendent’s enforcement powers to cease acting as an agent or principal under any agency agreement with a depository institution that the superintendent finds to be inconsistent with safe and sound banking practices.
(g) Notwithstanding any other provision of the law of this state, an Alabama state bank acting as an agent for a depository institution in accordance with this section shall not be considered to be a branch of that depository institution.
(Acts 1995, No. 95-115, p. 134, §9.)
Ala. Code § 5-13B-10 Penalties.
5-13B-10. Penalties.
The superintendent may enforce the provisions of this article by any appropriate action in the circuit courts of this state, including an action for civil money penalties or injunctive relief, provided, that the superintendent shall promptly give notice to the home state regulator of any enforcement action initiated against an out-of-state bank holding company and, to the extent practicable, shall consult and cooperate with the home state regulator in pursuing and resolving the enforcement action.
(Acts 1995, No. 95-115, p. 134, §10.)
Ala. Code § 5-13B-11 Authority to Issue Regulations; Cooperative Agreements; Fees.
5-13B-11. Authority to Issue Regulations; Cooperative Agreements; Fees.
In order to carry out the purposes of this title, in addition to and cumulative with the authority and powers of the superintendent set forth elsewhere in this title, the superintendent may:
(1) Adopt regulations;
(2) Enter into cooperative, coordinating, or information-sharing agreements with any other bank supervisory agency or any organization affiliated with or representing one or more bank supervisory agencies;
(3) Accept any report of examination or investigation by another bank supervisory agency having concurrent jurisdiction over an Alabama state bank or a bank holding company that controls an Alabama state bank in lieu of conducting the superintendent’s own examination or investigation of such bank holding company or bank;
(4) Enter into contracts with any bank supervisory agency having concurrent jurisdiction over an Alabama state bank or a bank holding company that controls an Alabama state bank to engage the services of the agency’s examiners at a reasonable rate of compensation, or to provide the services of the superintendent’s examiners to the agency at a reasonable rate of compensation; which contract shall be deemed a sole source, one vendor and one supplier contract under the procurement laws of this state and shall be exempt from competitive bidding requirements;
(5) Enter into joint examinations or joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any Alabama state bank, or any bank holding company that controls an Alabama state bank; provided, however, that the superintendent may take any such action independently only with respect to any Alabama state bank or bank holding company organized under the laws of Alabama or another state in the United States that directly owns a majority of the voting securities of an Alabama state bank. If the superintendent determines that examination of an out-of-state bank or bank holding company is necessary to carry out his or her responsibilities under this title or to enforce compliance with the laws of this state, the superintendent shall recognize the exclusive authority of the home state regulator over corporate governance and other matters as provided in federal law and the primary responsibility of the home state regulator with respect to safety and soundness matters; and
(6) Assess supervisory and examination fees that shall be payable by Alabama banks in connection with the performance of the duties of the superintendent under this title. Such fees may be shared with other bank supervisory agencies or any organizations affiliated with or representing one or more bank supervisory agencies in accordance with agreements between them and the superintendent.
Acts 1995, No. 95-115, p. 134, §11; Act 2007-224, p. 284, §1; Act 2011-589, §1.)
Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026