CHAPTER 1. General Provisions [1000 - 1008]
( Chapter 1 added by Stats. 2011, Ch. 243, Sec. 3. )
When authorized by the commissioner as provided in Chapter 3 (commencing with Section 1040) a corporation may be formed by one or more persons in accordance with the laws of this state for the purpose of conducting a commercial banking business or a trust business, or both of them. The qualification requirements of the Corporate Securities Law of 1968 shall not apply to the offer and sale of securities issued by and representing an interest in or a direct obligation of a bank or trust
company incorporated under the laws of this state if the securities are offered and sold pursuant to the commissioner’s authorization described in Section 1201 or the securities are exempt from authorization pursuant to Section 1202, or by a regulation or order of the commissioner.
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
This division is known, and may be cited, as the “Banking Law.”
(Added by Stats. 2014, Ch. 64, Sec. 10. (AB 2742) Effective January 1, 2015.)
No bank shall be a close corporation (as defined in Section 158 of the Corporations Code).
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
Except where explicitly stated or the context provides otherwise, this division is applicable to the following:
(a) All corporations engaging in commercial banking, industrial banking, or the trust business.
(b) All national banking associations authorized to transact business in this state to the extent that the provisions of this division are not inconsistent
with and do not infringe paramount federal laws governing national banking associations.
(c) All other corporations that subject themselves to the special provisions and sections of this division.
(d) All other persons, associations, copartnerships, or corporations who, by violating any of its provisions, become subject to the penalties provided for in this division.
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
(a) A California state bank is a corporation incorporated under Division 1 (commencing with Section 100) of Title 1 of the Corporations Code or, in the case of a public bank, a corporation incorporated under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of Division 2 of Title 1 of the Corporations Code, that is, with the approval of the commissioner, incorporated for the purpose of engaging in, or that is authorized by the commissioner to engage in, the commercial or industrial banking business.
(b) (1) All provisions of law applicable to corporations generally, including, but not limited to, the General Corporation Law (Division 1 (commencing with Section 100), Title 1 of the Corporations Code) shall apply to a
bank that is not a public bank. However, whenever any provision of this division or any regulation or order issued under any provision (other than this section) of this division applicable to banks is inconsistent with any provision of law applicable to corporations generally, that provision of this division or that regulation or order shall apply and the provision of law applicable to corporations generally shall not apply.
(2) All provisions of law applicable to nonprofit corporations generally, including, but not limited to, the Nonprofit Corporation Law (Division 2 (commencing with Section 5000), Title 1 of the Corporations Code) shall apply to public banks. Whenever a provision of Division 5 of Title 5 of the Government Code applicable to public banks is inconsistent with a provision of law applicable to nonprofit mutual benefit corporations or nonprofit public benefit corporations generally, the provision of Division 5 of Title 5 of the
Government Code applicable to public banks shall apply, and the inconsistent provision of law applicable to nonprofit mutual benefit corporations or nonprofit public benefit corporations generally shall not apply to a public bank.
(c) As used in this section, public bank has the same meaning as defined in Section 57600 of the Government Code.
(Amended by Stats. 2019, Ch. 442, Sec. 5. (AB 857) Effective January 1, 2020.)
It shall be unlawful for any person, corporation, limited liability company, partnership, firm, or any other form of business entity allowed by law, to engage in or transact commercial banking business, industrial banking business, or trust business within this state except by means of a corporation duly organized for that purpose.
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
No corporation shall hereafter be organized under the laws of this state to transact the business of a commercial bank, industrial bank, or trust company, except as provided in this chapter.
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
Neither the enactment of this code nor the amendment or repeal thereof, nor the repeal of any statute affected thereby, shall take away or impair any liability or cause of action existing or incurred against any bank or trust company, or the shareholders, directors, or officers thereof.
(Added by Stats. 2011, Ch. 243, Sec. 3. (SB 664) Effective January 1, 2012.)
When applicable to a corporation organized as a public bank, as defined in Section 57600 of the Government Code, references in this division to share, shareholder, or stockholder shall mean membership or member in the public bank, as applicable.
(Added by Stats. 2019, Ch. 442, Sec. 6. (AB 857) Effective January 1, 2020.)