§ 524.1802

524.1802 Limitation. 1. For purposes of this section, unless the context otherwise requires:a. 'Acquisition' means any of the following:(1) Obtaining direct or indirect ownership or control of more than twenty-five percent of any class of the voting shares of a depository institution. (2) Obtaining the power to directly or indirectly control in any manner the election of a majority of the directors, trustees, or other persons exercising similar functions of adepository institution. (3) Obtaining direct or indirect ownership or control of, or acquisition or assumption of, the deposits of a depository institution or the deposits of any branch, office, or other facilityof a depository institution. b. 'Affiliate' of a depository institution or holding company includes a corporation, limited liability company, trust, estate, association, or other similar organization which satisfies anyof the following: (1) The depository institution or holding company directly or indirectly owns or controls either twenty-five percent of the voting shares or more than twenty-five percent of thenumber of shares voted for the election of such entity’s directors, trustees, or otherindividuals exercising

ols either twenty-five percent of the voting shares or more than twenty-five percent of thenumber of shares voted for the election of such entity’s directors, trustees, or otherindividuals exercising similar functions, or controls in any manner the election of a majorityof its directors, trustees, or other individuals exercising similar functions. (2) Control is held directly or indirectly in such entity through share ownership, or in any other manner, by the shareholders of the depository institution or holding company who ownor control either twenty-five percent of the shares of such depository institution or holdingcompany or more than twenty-five percent of the number of shares voted for the electionof directors, trustees, or other individuals exercising similar functions of such depositoryinstitution or holding company, or by trustees for the benefit of the shareholders of any suchdepository institution or holding company. (3) A majority of such entity’s directors, trustees, or other individuals exercising similar functions are directors of the depository institution or holding company.

institution or holding company. (3) A majority of such entity’s directors, trustees, or other individuals exercising similar functions are directors of the depository institution or holding company. (4) Directly or indirectly owns or controls either twenty-five percent of the voting shares of the depository institution or holding company or more than twenty-five percent of thenumber of shares voted for the election of directors, trustees, or other individuals exercisingsimilar functions of the depository institution or holding company, or controls in any mannerthe election of a majority of the directors, trustees, or other individuals exercising similarfunctions of the depository institution or holding company, or for the benefit of whoseshareholders or members all or substantially all of the outstanding voting shares of thedepository institution or holding company are held by trustees. c. 'Deposit' means deposit as defined in 12 U.S.C. §1813.d. 'Deposit in this state' means a deposit properly shown in a deposit report or in a statement under subsection 4, paragraph 'c', 'd', 'h', or 'i', as a deposit at a depositoryinstitution in this state or at a branch, office, or other

eposit properly shown in a deposit report or in a statement under subsection 4, paragraph 'c', 'd', 'h', or 'i', as a deposit at a depositoryinstitution in this state or at a branch, office, or other facility of the depository institution inthis state, without regard to the location of the depositor. e. 'Deposit report' means the annual report that identifies deposits by branch, office, or other facility and that is filed by a depository institution with the federal deposit insurancecorporation or the office of thrift supervision. For a depository institution not required to filean annual report that identifies deposits by branch, office, or other facility, 'deposit report'means the quarterly report of condition filed by the depository institution for the quarter thatends on or nearest to the date as of which deposits are stated in a deposit report that identifiesdeposits by branch, office, or other facility and that is required to be filed by other depositoryinstitutions having the same type of charter. The date of a deposit report means the date asof which deposits are stated in the deposit report. f.

and that is required to be filed by other depositoryinstitutions having the same type of charter. The date of a deposit report means the date asof which deposits are stated in the deposit report. f. 'Depository institution' means a depository institution as defined in 12 U.S.C. §1813. g. 'Holding company' means a bank holding company as defined in section 524.1801 and a savings and loan holding company as defined in 12 U.S.C. §1467a. h. 'Incorporated in any state' means a limited liability company organized as a state bank under the laws of any state as defined in 12 U.S.C. §1813(a)(3). i. 'Series of acquisitions' means both of the following: Sat Dec 23 01:28:33 2023 Iowa Code 2024, Section 524.1802 (24, 0) §524.1802, BANKS 2 (1) All acquisitions made at any time after the date of the most recent available deposit report and prior to the date of a statement under subsection 4, and all acquisitions madeduring such time by any depository institution or holding company that is acquired by thedepository institution or holding company making the statement, and all acquisitions madeduring such time by any such depository institution or holding company so acquired.

any that is acquired by thedepository institution or holding company making the statement, and all acquisitions madeduring such time by any such depository institution or holding company so acquired. (2) All acquisitions made at any time between the dates of the two most recent available deposit reports, that are not shown on the most recent available deposit report, by adepository institution or holding company making a statement under subsection 4, and allacquisitions made during such time by any depository institution or holding company thatis acquired by the depository institution or holding company making the statement, and allacquisitions made during such time by any such depository institution or holding companyso acquired. 2. A depository institution or holding company shall not directly or indirectly acquire a depository institution or the deposits of a depository institution if any of the following apply: a. The acquirer is a depository institution and, upon the acquisition, the total deposits in this state directly or indirectly controlled by the depository institution would exceed fifteenpercent of the total deposits in this state, as determined under this section. b.

the total deposits in this state directly or indirectly controlled by the depository institution would exceed fifteenpercent of the total deposits in this state, as determined under this section. b. The acquirer is a holding company and, upon the acquisition, the total deposits in this state directly or indirectly controlled by the holding company would exceed fifteen percentof the total deposits in this state, as determined under this section. c. The acquirer is a depository institution or a holding company which is directly or indirectly owned or controlled by a holding company and, upon the acquisition, the totaldeposits in this state directly or indirectly controlled by the holding company which ownsor controls the acquiring depository institution or holding company would exceed fifteenpercent of the total deposits in this state, as determined under this section. 3. On or after January 1, 2000, a depository institution shall not directly or indirectly cause or permit the transfer, assignment, or other disposition of deposits, or the conversionof deposits to nondeposit investments or other nondeposit products, whether by writtenagreement or otherwise, for the purpose of

ansfer, assignment, or other disposition of deposits, or the conversionof deposits to nondeposit investments or other nondeposit products, whether by writtenagreement or otherwise, for the purpose of achieving compliance with the deposit limitationset forth in subsection 2. The following transfers or conversions by a depository institutionshall not be deemed to be made for the purpose of achieving such compliance: a. A transfer or conversion in the ordinary course of business, such as compliance with a contract to transfer funds from deposit accounts into repurchase agreements, mutual funds,or other nondeposit investments. b. A transfer or conversion of deposits held in the name of an affiliate as a depositor of the depository institution. c. A transfer of deposits, which are not subject to reacquisition, in an acquisition by an entity that is not an affiliate of the depository institution. 4. If the superintendent determines that an acquisition may involve a question of compliance with the deposit limitation set forth in subsection 2, the superintendent shallrequire that each depository institution and holding company involved in the acquisitionsubmit to the superintendent a

e with the deposit limitation set forth in subsection 2, the superintendent shallrequire that each depository institution and holding company involved in the acquisitionsubmit to the superintendent a statement certified by its president, chief executive officer,or chief financial officer, which states that a transfer, assignment, or other disposition ofdeposits prohibited by subsection 3 has not been made. The statement, in sufficient detailto permit the superintendent to make the determinations required under subsections 5 and6, shall also set forth the following: a. The total amount of deposits in this state directly or indirectly held or controlled by the depository institution making the statement, or the deposits in this state directly or indirectlyheld or controlled by all depository institutions that are directly or indirectly owned orcontrolled by the holding company, on the date of the most recent available deposit reportsof the depository institutions. b. If all of the deposits of a depository institution making a deposit report were directly or indirectly acquired since the date of the most recent available deposit report in an acquisitionor as a result of a series of

sits of a depository institution making a deposit report were directly or indirectly acquired since the date of the most recent available deposit report in an acquisitionor as a result of a series of acquisitions, the statement shall set forth the amount of the depositsin this state acquired from each such other depository institution measured as of the date of Sat Dec 23 01:28:33 2023 Iowa Code 2024, Section 524.1802 (24, 0) the most recent available deposit report of each such depository institution made prior to theacquisition. c. If less than all of the deposits of a depository institution were directly or indirectly acquired since the date of the most recent available deposit report in an acquisition or as aresult of a series of acquisitions, the statement shall set forth the total amount of deposits inthis state directly or indirectly acquired in such acquisitions. d. The total amount of deposits in this state directly or indirectly owned or controlled by the depository institution or holding company making the statement that have been directly orindirectly transferred or assigned in a transaction since the date of the most recent availabledeposit report to an entity that is

on or holding company making the statement that have been directly orindirectly transferred or assigned in a transaction since the date of the most recent availabledeposit report to an entity that is not an affiliate of the depository institution or holdingcompany making the statement, and that are not subject to reacquisition. e. The total amount of deposits in this state set forth in paragraph 'a' plus the deposits described in paragraphs 'b' and 'c', and less the deposits described in paragraph 'd'. f. The total amount of deposits in this state directly or indirectly held or controlled by the depository institution making the statement, or in the case of a statement by a holdingcompany, the total amount of deposits in this state directly or indirectly held or controlled byall depository institutions that are directly or indirectly owned or controlled by the holdingcompany, on the date of the earlier of the two most recent available deposit reports of thedepository institutions. g. If all of the deposits of any other depository institution making a deposit report were acquired between the dates of the two most recent available deposit reports in an acquisitionor as a result of a

f all of the deposits of any other depository institution making a deposit report were acquired between the dates of the two most recent available deposit reports in an acquisitionor as a result of a series of acquisitions, the statement shall set forth the amount of the depositsin this state acquired from each such other depository institution measured as of the date ofthe earlier of the two most recent available deposit reports of each such depository institutionmade prior to the acquisition. h. If less than all of the deposits of any depository institution were directly or indirectly acquired between the dates of the two most recent available deposit reports in an acquisitionor as a result of a series of acquisitions, the statement shall set forth the total amount ofdeposits in this state directly or indirectly acquired in such acquisitions. i. The total amount of deposits in this state directly or indirectly owned or controlled by the depository institution or holding company making the statement that have been directlyor indirectly transferred or assigned in a transaction between the dates of the two most recentavailable deposit reports to an entity that is not an affiliate

ing the statement that have been directlyor indirectly transferred or assigned in a transaction between the dates of the two most recentavailable deposit reports to an entity that is not an affiliate of the depository institution orholding company making the statement, and that are not subject to reacquisition. j. The total amount of deposits in this state set forth in paragraph 'f' plus the deposits described in paragraphs 'g' and 'h', and less the deposits described in paragraph 'i'. 5. The superintendent may conduct such review as the superintendent considers necessary to verify the statements submitted under subsection 4, paragraphs 'a', 'b', 'c',and 'd'. The superintendent shall calculate the following fraction: a. The numerator is the sum of the deposits in this state directly or indirectly owned or controlled by the depository institutions involved in the acquisition and the deposits in thisstate directly or indirectly owned or controlled by all other depository institutions directly orindirectly owned or controlled by a holding company involved in the acquisition, as stated insubsection 4, paragraph 'e'. b.

rectly owned or controlled by all other depository institutions directly orindirectly owned or controlled by a holding company involved in the acquisition, as stated insubsection 4, paragraph 'e'. b. The denominator is the deposits in this state of all depository institutions as stated in the most recent available deposit reports. 6. The superintendent may conduct such review as the superintendent considers necessary to verify the statements submitted under subsection 4, paragraphs 'f', 'g', 'h',and 'i'. The superintendent shall calculate the following fraction: a. The numerator is the average of the sum of the deposits in this state directly or indirectly owned or controlled by the depository institutions involved in the acquisition and the depositsin this state directly or indirectly owned or controlled by all other depository institutionsdirectly or indirectly owned or controlled by a holding company involved in the acquisition,as stated in subsection 4, paragraphs 'e' and 'j'. b. The denominator is the average of the deposits in this state of all depository institutions as stated in the two most recent available deposit reports.

ted in subsection 4, paragraphs 'e' and 'j'. b. The denominator is the average of the deposits in this state of all depository institutions as stated in the two most recent available deposit reports. Sat Dec 23 01:28:33 2023 Iowa Code 2024, Section 524.1802 (24, 0) §524.1802, BANKS 4 7. If the quotient determined by the calculation in either subsection 5 or 6 exceeds fifteen percent, the proposed acquisition does not comply with the limitation of subsection 2. [C73, 75, 77, 79, 81, §524.1802; 82 Acts, ch 1253, §3]84 Acts, ch 1230, §25; 90 Acts, ch 1002, §2; 97 Acts, ch 23, §64; 2000 Acts, ch 1094, §1, 2; 2004 Acts, ch 1141, §72; 2022 Acts, ch 1062, §142 Referred to in §524.1807 Sat Dec 23 01:28:33 2023 Iowa Code 2024, Section 524.1802 (24, 0)