§5-13B-23. Interstate merger transactions and branching; operation of branches.

(a) One or more Alabama state banks may enter into an interstate merger transaction with one or more out-of-state banks under this article, and an out-of-state bank resulting from such transaction may maintain and operate the branches in Alabama of an Alabama state bank that participated in such transaction, provided that the conditions and filing requirements of this article are met.

(b) Except as otherwise expressly provided in this subsection, an interstate merger transaction, establishment of a de novo branch, or acquisition of a branch shall not be permitted under this article if, upon consummation of such transaction, the out-of-state bank, including all insured depository institutions that would be "affiliates" as defined in 12 U.S.C. §1841(k) of the out-of-state bank, would control 30 percent or more of the total amount of deposits held by all insured depository institutions in this state. The superintendent may by regulation, subject to the approval of the Banking Board, adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause shown.

(c) An interstate merger transaction resulting in the acquisition by an out-of-state bank of an Alabama state bank, or all or substantially all of the branches of an Alabama state bank, shall not be permitted under this article unless such Alabama state bank shall have been in continuous operation, on the date of such acquisition, for a period of at least five years. The five-year requirement shall be met if the superintendent determines that the Alabama state bank to be acquired was:

(1) Organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operating for more than five years, or

(2) Resulted from the merger or consolidation of two or more banks at least one of which had been in existence and continuously operating for more than five years.

(d) An out-of-state bank that has established or acquired a branch in Alabama under this article may establish or acquire additional branches in Alabama to the same extent that any Alabama bank may establish or acquire a branch in Alabama under applicable federal and state law.

(e) An out-of-state bank that does not have a branch in Alabama and that meets the requirements of this article may establish and maintain one or more de novo branches and acquire and maintain one or more branches in this state.

(f) An out-of-state bank desiring to establish and maintain a de novo branch or to acquire a branch in this state shall provide written notice of the proposed transaction to the superintendent not later than the date on which the bank applies to the responsible federal bank supervisory agency for approval to establish or acquire the branch. The filing of such notice shall be accompanied by the filing fee prescribed by the Banking Board. Filing of the notice by the out-of-state bank's home state regulator shall satisfy this notice requirement provided the out-of-state bank's home state regulator permits Alabama banks to file applications in a similar manner.

(g) The out-of-state bank shall comply with the applicable requirements of this code, including the requirements of this title.

(h) An out-of-state bank may establish and maintain a de novo branch or may establish and maintain a branch through acquisition of a branch if both of the following occur:

(1) In the case of a de novo branch, the laws of the home state of the out-of-state bank permit Alabama banks to establish and maintain de novo branches in that state under substantially the same terms and conditions as herein set forth.

(2) In the case of a branch established through the acquisition of a branch, the laws of the home state of the out-of-state bank permit Alabama banks to establish and maintain branches in that state through the acquisition of branches under substantially the same terms and conditions as herein set forth.

(Acts 1995, No. 95-115, p. 134, §15; Act 2007-224, p. 284, §1.)