205 ILCS 205/ Savings Bank Act.

(205 ILCS 205/Art. 2 heading) ARTICLE 2. Holding Companies

(205 ILCS 205/2001) (from Ch. 17, par. 7302-1)

Sec. 2001. Unless the context otherwise requires, as used in this Article, the terms defined in the Sections following this Section and preceding Section 2002 shall have the meanings therein given.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.05) (from Ch. 17, par. 7302-1.05)

Sec. 2001.05. "Savings bank holding company" means any company that directly or indirectly or acting in concert with one or more other persons or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing more than 25% of the voting shares or rights of any savings bank or savings bank holding company or controls in any manner whether by holding of proxies or otherwise, the election of a majority of the directors of any savings bank or savings bank holding company. Notwithstanding the foregoing, no company shall be deemed to have control of or over a savings bank or holding company by virtue of the following:

(1) its ownership or control of shares in a fiduciary capacity arising in the ordinary course of its business;

(2) its ownership or control of shares acquired by it in connection with its underwriting of securities that are held only for that period of time as will permit the sale thereof upon a reasonable basis;

(3) its holding any shares as collateral taken in the ordinary course of securing a debt or other obligation;

(4) its ownership or control of shares acquired in the ordinary course of collecting a debt or other obligation previously contracted in good faith, until 5 years after the date acquired;

(5) its voting rights with respect to shares of any savings bank or holding company acquired in the course of a proxy solicitation in the case of a company formed and operated for the sole purpose of participating in a proxy solicitation.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.10) (from Ch. 17, par. 7302-1.10)

Sec. 2001.10. An "Illinois savings bank holding company" means a savings bank holding company whose principal place of business is in Illinois and that is not controlled, directly or indirectly, by another savings bank holding company whose principal place of business is outside Illinois.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.15) (from Ch. 17, par. 7302-1.15)

Sec. 2001.15. An "out-of-state savings bank holding company" means a savings bank holding company whose principal place of business is in a state other than Illinois and that is not controlled, directly or indirectly, by another savings bank holding company whose principal place of business is outside of the Geographic Area.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.20) (from Ch. 17, par. 7302-1.20)

Sec. 2001.20. "Geographic Area" means those states in which a savings bank holding company is permitted to acquire an Illinois savings bank or an Illinois savings bank holding company.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.25) (from Ch. 17, par. 7302-1.25)

Sec. 2001.25. "Principal place of business" of a savings bank holding company means the state in which the total deposits of all offices of all subsidiaries are the largest as shown by the most recent reports of condition filed with state or federal regulatory authorities.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.30) (from Ch. 17, par. 7302-1.30)

Sec. 2001.30. "Subsidiary of an individual or company" is any company that is controlled by a person or by a company that is a subsidiary of a person by virtue of this Article.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.35) (from Ch. 17, par. 7302-1.35)

Sec. 2001.35. (a) "Control" shall mean either ownership of stock, or the power to vote and dispose of stock in a manner that directly or indirectly causes changes in savings bank management, ownership, structure, or policies. Any change in ownership of stock, or of rights related to stock, that would result in direct or indirect ownership of 20%, or of a lesser amount that would entitle the holder to elect one director shall be presumed to be a change of control. Any change in ownership must be approved by the Commissioner.

(b) Notwithstanding the provisions of this Section, the Commissioner may define "control" by rule and regulation, in a manner to ensure uniformity with federal law, regulation, and usage.

(Source: P.A. 86-1213.)

(205 ILCS 205/2001.40)

Sec. 2001.40. Company. "Company" means any corporation, limited liability company, partnership, joint venture, trust, estate, association, or unincorporated association.

(Source: P.A. 96-585, eff. 8-18-09.)

(205 ILCS 205/2002) (from Ch. 17, par. 7302-2)

Sec. 2002. Each savings bank holding company and each subsidiary thereof shall register with the Commissioner within 180 days after the effective date of this Act or within 90 days after becoming a savings bank holding company, whichever is later. Each savings bank holding company and each subsidiary thereof shall register on those forms as may be prescribed by the Commissioner which shall include information with respect to the financial conditions, ownership, management, and intercompany relations of the holding company and its subsidiaries and related matters as the Commissioner may deem necessary or appropriate to carry out the purposes of this Act.

(Source: P.A. 86-1213.)

(205 ILCS 205/2003) (from Ch. 17, par. 7302-3)

Sec. 2003. With respect to each savings bank holding company and each subsidiary thereof the following shall apply:

(1) Each savings bank holding company and each subsidiary thereof shall file with the Commissioner reports as required by the Commissioner. The form of the reports shall be prescribed by the Commissioner and may require whatever information he deems necessary concerning the operations of each savings bank holding company and subsidiary.

(2) Each savings bank holding company shall maintain those books and records as may be prescribed by the Commissioner.

(3) Each savings bank holding company and each subsidiary thereof shall be subject to examination as the Commissioner shall prescribe.

(4) Each savings bank holding company under this Article may engage in activities prescribed by the Commissioner by regulation.

(5) Each savings bank holding company operating under this Act shall be assessed fees and charges by the Commissioner as necessary to cover the cost of its examination and supervision under this Act. The holding company shall pay these fees and charges promptly. The Commissioner is empowered to issue rules and regulations to establish fees to support registration, examination and supervision under this Act.

(Source: P.A. 86-1213.)

(205 ILCS 205/2004) (from Ch. 17, par. 7302-4)

Sec. 2004. Subject to the regulation of the Commissioner, a savings bank holding company may acquire control of a subsidiary savings bank or any holding company upon application to and with the prior written approval of the Commissioner. The application shall be in the form prescribed by the Commissioner and contain information as will enable the Commissioner to determine whether the acquisition is consistent with the interest of maintaining a sound financial system and whether the proposed acquisition does not afford a basis for supervisory objection.

(Source: P.A. 86-1213.)

(205 ILCS 205/2005) (from Ch. 17, par. 7302-5)

Sec. 2005. No savings bank holding company, other than an Illinois savings bank holding company, may control or own more than 5% of the voting shares or rights of any Illinois savings bank or Illinois savings bank holding company unless the holding company is an out-of-state savings bank holding company and the laws of the state that is the principal place of business of the out-of-state savings bank holding company expressly authorize an Illinois savings bank holding company to acquire a savings bank or savings bank holding company in that state under qualifications and conditions that are not unduly restrictive when compared to those imposed by the laws of Illinois, as determined by the Commissioner.

(Source: P.A. 86-1213.)

(205 ILCS 205/2006) (from Ch. 17, par. 7302-6)

Sec. 2006. An Illinois savings bank holding company may control or own more than 5% of the voting shares or rights of a savings bank or savings bank holding company only if the principal place of business of the savings bank or savings bank holding company is located in the same Geographic Area, as defined in this Article.

(Source: P.A. 86-1213.)

(205 ILCS 205/2007) (from Ch. 17, par. 7302-7)

Sec. 2007. (a) A savings bank, including a mutual savings bank operating under this Act, may reorganize so as to become a holding company by:

(1) chartering one or more subsidiary savings banks, the ownership of which shall be evidenced by stock shares, to be owned by the chartering parent savings bank; and

(2) either of the following:

(i) transferring the substantial portion of its assets and all of its insured deposits and part or all of its other liabilities to one or more subsidiary savings banks; or

(ii) reorganizing in any other manner as approved by the Secretary.

(b) In order to effect reorganization under subsection (a), the board of directors of the original savings bank must approve a plan providing for the reorganization that shall be submitted for approval by a majority of the voting members of the savings bank. Approval must occur in accordance with the savings bank's articles of incorporation and bylaws at a meeting called by the board of directors. The Secretary may promulgate rules to regulate the formation of and the ongoing business of the subsidiaries and the holding company, including the rights of members, levels of investment in holding company subsidiaries, and stock sales.

(Source: P.A. 97-492, eff. 1-1-12.)