Colorado § 11-103-103 - State bank organized as a limited liability company.

§ 11-103-103. State bank organized as a limited liability company.

(1) Pursuant to section 11-102-104 (5.5)(a), a state bank charter may be issued to a limited liability company that otherwise meets the requirements of this code.

(2) A state bank organized as a limited liability company shall not be required to exist in perpetuity; except that the articles of organization of such a state bank shall provide for a method to extend the existence of the state bank in the event that termination occurs. In addition, the articles of organization of such a state bank shall require that liquidation of the limited liability company conform with the requirements of this code.

(3) Upon approval of the banking board, a state bank organized as a limited liability company may be merged with or converted into another entity regardless of the form of the surviving entity, so long as the surviving entity satisfies the requirements of this code.

(4) Upon approval of the banking board, a state bank organized as a corporation may be merged with or converted into a limited liability company, so long as it satisfies the requirements of this code.

(5) (a) A state bank organized as a limited liability company shall have a written operating agreement containing any provisions for the affairs of the bank and the conduct of its business as may be agreed upon by the members and which provisions are consistent with this code and the "Colorado Limited Liability Company Act", article 80 of title 7, C.R.S.

(b) A copy of the written operating agreement shall be filed with the banking board prior to the granting of a charter to the state bank, and any amendments to the operating agreement shall be filed with and approved by the banking board prior to adoption.

(c) The banking board may promulgate rules establishing additional requirements relating to operating agreements to implement the provisions of this section.

(6) All distributions made by a state bank organized as a limited liability company to its members shall be subject to the requirements applicable to dividends issued by a state bank organized as a corporation under this code and the rules of the banking board.

(7) For purposes of implementing this section, the following definition constructions shall apply:

(a) Where this code refers to "articles of incorporation", that term shall be construed to apply to a limited liability company's articles of organization, as that term is defined in section 7-80-102 (1), C.R.S.;

(b) Where this code refers to "bylaws", that term shall be construed to apply to a limited liability company's operating agreement, as that term is defined in section 7-80-102 (11), C.R.S.;

(c) Where this code refers to "common stock" or "shares" of a state bank, such terms shall be construed to apply to a limited liability company's membership interests;

(d) Where this code refers to a "corporation", such term shall be construed to include a limited liability company organized under the "Colorado Limited Liability Company Act", article 80 of title 7, C.R.S., which limited liability company conforms to this section and the requirements established by the banking board pursuant to section 11-102-104 (5.5);

(e) Where this code refers to a "director" or a "board of directors" of a state bank, such terms shall be construed to apply to a manager or the managers of a limited liability company;

(f) Where this code refers to an "incorporator", such term shall be construed to apply to the organizers of a limited liability company;

(g) Where this code refers to a "shareholder" or a "stockholder" of a state bank, such terms shall be construed to apply to a member of a limited liability company.

Source: L. 2003: Entire section added, p. 1746, § 2, effective July 1.

Editor's note: Section 11-3-101.5 as enacted by House Bill 03-1106 was harmonized with House Bill 03-1257 and relocated as § 11-103-103.

PART 2

CAPITAL REQUIREMENTS