(1) When authorized by the office, as provided herein, a corporation may be formed under the laws of this state for the purpose of becoming a state bank or a state trust company and conducting a general banking or trust business.
(2) A bank or trust company that is chartered as a limited liability company under the law of any state is deemed to be incorporated under the financial institutions codes if:(a) The institution is not subject to automatic termination, dissolution, or suspension upon the occurrence of an event including the death, disability, bankruptcy, expulsion, or withdrawal of an owner of the institution, other than the passage of time;
(b) The exclusive authority to manage the institution is vested in a board of managers or directors that is elected or appointed by the owners which operates in substantially the same manner as, and has substantially the same rights, powers, privileges, duties, and responsibilities, as a board of directors of a bank or trust company chartered as a corporation; and
(c) Neither the laws of the state of the institution’s organization nor the institution’s operating agreement, bylaws, or other organizational documents:1. Provide that an owner of the institution is liable for the debts, liabilities, or obligations of the institution in excess of the amount of the owner’s investment; or
2. Require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights.
(3) As used in the financial institutions codes, the term:(a) “Stockholder” or “shareholder” includes an owner of any interest in a bank or trust company chartered as a limited liability company, including a member or participant;
(b) “Director” includes a manager or director of a bank or trust company chartered as a limited liability company, or other person who has, with respect to such a bank or trust company, authority substantially similar to that of a director of a corporation;
(c) “Officer” includes an officer of a bank or trust company chartered as a limited liability company, or other person who has, with respect to such a bank or trust company, authority substantially similar to that of an officer of a corporation;
(d) “Stock,” “voting stock,” “voting shares,” and “voting securities” includes similar ownership interests in a bank or trust company chartered as a limited liability company, including certificates or other evidence of ownership interests;
(e) “Articles of incorporation” or “bylaws” of a bank or trust company chartered as a limited liability company means the institution’s articles of organization and operating agreement or other organizational documentation that is substantially similar to that of a corporation;
(f) “Par value” of any ownership interest in a bank or trust company chartered as a limited liability company means the amount of capital which must be invested for each unit of ownership; and
(g) “Dividend” includes distributions of earnings to the owners of a bank or trust company chartered as a limited liability company.
