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Oklahoma Administrative Code (Last Updated: March 11, 2021) |
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TITLE 85. State Banking Department |
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Chapter 10. Supervision, Regulation and Administration of Banks, Trust Companies, and the Oklahoma Banking Code |
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Subchapter 3. Departmental Requirements |
SECTION 85:10-3-10. Increase/decrease in capital stock
Latest version.
- (a) In addition to those procedures and requirements specified in Section 405 of the Code, the following procedures shall be followed in connection with an increase or decrease of capital stock.(b) Pursuant to the voting of the stockholders to increase or decrease the capital stock, the bank or trust company shall advise the Commissioner of the amount of increase or decrease, and by what means, as follows:(1) The bank or trust company shall complete and return to the Commissioner's office a certificate in a form prescribed by the Commissioner, together with two (2) certified copies of the resolution adopted by a majority of the stockholders and approved by the board of directors, which resolution appears in the minutes of their meetings, in connection with the increase or decrease in capital.(2) The bank shall also submit a copy of its proposed amended certificate of incorporation accompanied by a fee as set forth in 85:10-3-21 for approving the documents.(3) Within 30 days of receiving the properly executed documents from the bank or trust company, the Commissioner shall notify the bank or trust company of his approval or disapproval. The Commissioner may extend the 30-day period called for by this paragraph upon notice to the applicant. If approved, the bank or trust company shall file the amended certificate of incorporation with the Secretary of State, after which it will return a certified copy to the Commissioner, and if a bank, the required number of certified copies to the bank's primary federal regulator.(4) The increase or decrease shall not be effective until the Commissioner has approved the documents and the Secretary of State has filed the amended certificate of incorporation.(c) When an increase in capital stock is requested, the stockholders of the bank or trust company shall include in their resolution whether the new stock will be fully paid either in cash or by transfer from undivided profits or authorized unissued stock. If to be paid in cash, the resolution shall declare whether the offering will be a private offering or a public offering. If any offering of capital stock of a bank or trust company is a public offering, the bank or trust company must prepare an offering circular pursuant to the terms and requirements of Board rule 85:10-13-2.