Bill Text: IL HB3968 | 2021-2022 | 102nd General Assembly | Engrossed


Bill Title: Amends the Corporate Fiduciary Act to create the Special Purpose Trust Company Authority and Organization Article. Provides that a corporation that has been or shall be incorporated under the general corporation laws of the State for the special purpose of providing fiduciary custodial services or providing other like or related services as specified by rule may be appointed to act as a fiduciary with respect to such services and shall be designated a special purpose trust company. Provides that it shall not be lawful for any person to engage in the activity of a special purpose trust company without first filing an application for and procuring a certificate of authority from the Secretary of Financial and Professional Regulation. Provides that the Department shall adopt rules for the administration of the Article, and that specified Articles of the Corporate Fiduciary Act shall apply to a special purpose trust company as if the special purpose trust company were a trust company. Amends the Illinois Banking Act. In provisions concerning conversion and merger with trust companies, provides that a special purpose trust company may merge with a State bank or convert to a State bank as if the special purpose trust company were a trust company. Defines "special purpose trust company". Amends the Blockchain Business Development Act to provide that the Department of Financial and Professional Regulation shall have authority to adopt rules, opinions, or interpretive letters regarding the custody of digital assets, including digital consumer assets, digital securities, and virtual currency.

Spectrum: Moderate Partisan Bill (Democrat 23-7)

Status: (Engrossed) 2021-11-28 - Pursuant to Senate Rule 3-9(b) / Referred to Assignments [HB3968 Detail]

Download: Illinois-2021-HB3968-Engrossed.html



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1 AN ACT concerning regulation.
2 Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4 Section 5. The Illinois Banking Act is amended by changing
5Sections 2 and 30 as follows:
6 (205 ILCS 5/2) (from Ch. 17, par. 302)
7 Sec. 2. General definitions. In this Act, unless the
8context otherwise requires, the following words and phrases
9shall have the following meanings:
10 "Accommodation party" shall have the meaning ascribed to
11that term in Section 3-419 of the Uniform Commercial Code.
12 "Action" in the sense of a judicial proceeding includes
13recoupments, counterclaims, set-off, and any other proceeding
14in which rights are determined.
15 "Affiliate facility" of a bank means a main banking
16premises or branch of another commonly owned bank. The main
17banking premises or any branch of a bank may be an "affiliate
18facility" with respect to one or more other commonly owned
19banks.
20 "Appropriate federal banking agency" means the Federal
21Deposit Insurance Corporation, the Federal Reserve Bank of
22Chicago, or the Federal Reserve Bank of St. Louis, as
23determined by federal law.

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1 "Bank" means any person doing a banking business whether
2subject to the laws of this or any other jurisdiction.
3 A "banking house", "branch", "branch bank" or "branch
4office" shall mean any place of business of a bank at which
5deposits are received, checks paid, or loans made, but shall
6not include any place at which only records thereof are made,
7posted, or kept. A place of business at which deposits are
8received, checks paid, or loans made shall not be deemed to be
9a branch, branch bank, or branch office if the place of
10business is adjacent to and connected with the main banking
11premises, or if it is separated from the main banking premises
12by not more than an alley; provided always that (i) if the
13place of business is separated by an alley from the main
14banking premises there is a connection between the two by
15public or private way or by subterranean or overhead passage,
16and (ii) if the place of business is in a building not wholly
17occupied by the bank, the place of business shall not be within
18any office or room in which any other business or service of
19any kind or nature other than the business of the bank is
20conducted or carried on. A place of business at which deposits
21are received, checks paid, or loans made shall not be deemed to
22be a branch, branch bank, or branch office (i) of any bank if
23the place is a terminal established and maintained in
24accordance with paragraph (17) of Section 5 of this Act, or
25(ii) of a commonly owned bank by virtue of transactions
26conducted at that place on behalf of the other commonly owned

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1bank under paragraph (23) of Section 5 of this Act if the place
2is an affiliate facility with respect to the other bank.
3 "Branch of an out-of-state bank" means a branch
4established or maintained in Illinois by an out-of-state bank
5as a result of a merger between an Illinois bank and the
6out-of-state bank that occurs on or after May 31, 1997, or any
7branch established by the out-of-state bank following the
8merger.
9 "Bylaws" means the bylaws of a bank that are adopted by the
10bank's board of directors or shareholders for the regulation
11and management of the bank's affairs. If the bank operates as a
12limited liability company, however, "bylaws" means the
13operating agreement of the bank.
14 "Call report fee" means the fee to be paid to the
15Commissioner by each State bank pursuant to paragraph (a) of
16subsection (3) of Section 48 of this Act.
17 "Capital" includes the aggregate of outstanding capital
18stock and preferred stock.
19 "Cash flow reserve account" means the account within the
20books and records of the Commissioner of Banks and Real Estate
21used to record funds designated to maintain a reasonable Bank
22and Trust Company Fund operating balance to meet agency
23obligations on a timely basis.
24 "Charter" includes the original charter and all amendments
25thereto and articles of merger or consolidation.
26 "Commissioner" means the Commissioner of Banks and Real

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1Estate, except that beginning on April 6, 2009 (the effective
2date of Public Act 95-1047), all references in this Act to the
3Commissioner of Banks and Real Estate are deemed, in
4appropriate contexts, to be references to the Secretary of
5Financial and Professional Regulation.
6 "Commonly owned banks" means 2 or more banks that each
7qualify as a bank subsidiary of the same bank holding company
8pursuant to Section 18 of the Federal Deposit Insurance Act;
9"commonly owned bank" refers to one of a group of commonly
10owned banks but only with respect to one or more of the other
11banks in the same group.
12 "Community" means a city, village, or incorporated town
13and also includes the area served by the banking offices of a
14bank, but need not be limited or expanded to conform to the
15geographic boundaries of units of local government.
16 "Company" means a corporation, limited liability company,
17partnership, business trust, association, or similar
18organization and, unless specifically excluded, includes a
19"State bank" and a "bank".
20 "Consolidating bank" means a party to a consolidation.
21 "Consolidation" takes place when 2 or more banks, or a
22trust company and a bank, are extinguished and by the same
23process a new bank is created, taking over the assets and
24assuming the liabilities of the banks or trust company passing
25out of existence.
26 "Continuing bank" means a merging bank, the charter of

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1which becomes the charter of the resulting bank.
2 "Converting bank" means a State bank converting to become
3a national bank, or a national bank converting to become a
4State bank.
5 "Converting trust company" means a trust company
6converting to become a State bank.
7 "Court" means a court of competent jurisdiction.
8 "Director" means a member of the board of directors of a
9bank. In the case of a manager-managed limited liability
10company, however, "director" means a manager of the bank and,
11in the case of a member-managed limited liability company,
12"director" means a member of the bank. The term "director"
13does not include an advisory director, honorary director,
14director emeritus, or similar person, unless the person is
15otherwise performing functions similar to those of a member of
16the board of directors.
17 "Director of Banking" means the Director of the Division
18of Banking of the Department of Financial and Professional
19Regulation.
20 "Eligible depository institution" means an insured savings
21association that is in default, an insured savings association
22that is in danger of default, a State or national bank that is
23in default or a State or national bank that is in danger of
24default, as those terms are defined in this Section, or a new
25bank as that term defined in Section 11(m) of the Federal
26Deposit Insurance Act or a bridge bank as that term is defined

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1in Section 11(n) of the Federal Deposit Insurance Act or a new
2federal savings association authorized under Section
311(d)(2)(f) of the Federal Deposit Insurance Act.
4 "Fiduciary" means trustee, agent, executor, administrator,
5committee, guardian for a minor or for a person under legal
6disability, receiver, trustee in bankruptcy, assignee for
7creditors, or any holder of similar position of trust.
8 "Financial institution" means a bank, savings bank,
9savings and loan association, credit union, or any licensee
10under the Consumer Installment Loan Act or the Sales Finance
11Agency Act and, for purposes of Section 48.3, any proprietary
12network, funds transfer corporation, or other entity providing
13electronic funds transfer services, or any corporate
14fiduciary, its subsidiaries, affiliates, parent company, or
15contractual service provider that is examined by the
16Commissioner. For purposes of Section 5c and subsection (b) of
17Section 13 of this Act, "financial institution" includes any
18proprietary network, funds transfer corporation, or other
19entity providing electronic funds transfer services, and any
20corporate fiduciary.
21 "Foundation" means the Illinois Bank Examiners' Education
22Foundation.
23 "General obligation" means a bond, note, debenture,
24security, or other instrument evidencing an obligation of the
25government entity that is the issuer that is supported by the
26full available resources of the issuer, the principal and

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1interest of which is payable in whole or in part by taxation.
2 "Guarantee" means an undertaking or promise to answer for
3payment of another's debt or performance of another's duty,
4liability, or obligation whether "payment guaranteed" or
5"collection guaranteed".
6 "In danger of default" means a State or national bank, a
7federally chartered insured savings association or an Illinois
8state chartered insured savings association with respect to
9which the Commissioner or the appropriate federal banking
10agency has advised the Federal Deposit Insurance Corporation
11that:
12 (1) in the opinion of the Commissioner or the
13 appropriate federal banking agency,
14 (A) the State or national bank or insured savings
15 association is not likely to be able to meet the
16 demands of the State or national bank's or savings
17 association's obligations in the normal course of
18 business; and
19 (B) there is no reasonable prospect that the State
20 or national bank or insured savings association will
21 be able to meet those demands or pay those obligations
22 without federal assistance; or
23 (2) in the opinion of the Commissioner or the
24 appropriate federal banking agency,
25 (A) the State or national bank or insured savings
26 association has incurred or is likely to incur losses

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1 that will deplete all or substantially all of its
2 capital; and
3 (B) there is no reasonable prospect that the
4 capital of the State or national bank or insured
5 savings association will be replenished without
6 federal assistance.
7 "In default" means, with respect to a State or national
8bank or an insured savings association, any adjudication or
9other official determination by any court of competent
10jurisdiction, the Commissioner, the appropriate federal
11banking agency, or other public authority pursuant to which a
12conservator, receiver, or other legal custodian is appointed
13for a State or national bank or an insured savings
14association.
15 "Insured savings association" means any federal savings
16association chartered under Section 5 of the federal Home
17Owners' Loan Act and any State savings association chartered
18under the Illinois Savings and Loan Act of 1985 or a
19predecessor Illinois statute, the deposits of which are
20insured by the Federal Deposit Insurance Corporation. The term
21also includes a savings bank organized or operating under the
22Savings Bank Act.
23 "Insured savings association in recovery" means an insured
24savings association that is not an eligible depository
25institution and that does not meet the minimum capital
26requirements applicable with respect to the insured savings

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1association.
2 "Issuer" means for purposes of Section 33 every person who
3shall have issued or proposed to issue any security; except
4that (1) with respect to certificates of deposit, voting trust
5certificates, collateral-trust certificates, and certificates
6of interest or shares in an unincorporated investment trust
7not having a board of directors (or persons performing similar
8functions), "issuer" means the person or persons performing
9the acts and assuming the duties of depositor or manager
10pursuant to the provisions of the trust, agreement, or
11instrument under which the securities are issued; (2) with
12respect to trusts other than those specified in clause (1)
13above, where the trustee is a corporation authorized to accept
14and execute trusts, "issuer" means the entrusters, depositors,
15or creators of the trust and any manager or committee charged
16with the general direction of the affairs of the trust
17pursuant to the provisions of the agreement or instrument
18creating the trust; and (3) with respect to equipment trust
19certificates or like securities, "issuer" means the person to
20whom the equipment or property is or is to be leased or
21conditionally sold.
22 "Letter of credit" and "customer" shall have the meanings
23ascribed to those terms in Section 5-102 of the Uniform
24Commercial Code.
25 "Main banking premises" means the location that is
26designated in a bank's charter as its main office.

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1 "Maker or obligor" means for purposes of Section 33 the
2issuer of a security, the promisor in a debenture or other debt
3security, or the mortgagor or grantor of a trust deed or
4similar conveyance of a security interest in real or personal
5property.
6 "Merged bank" means a merging bank that is not the
7continuing, resulting, or surviving bank in a consolidation or
8merger.
9 "Merger" includes consolidation.
10 "Merging bank" means a party to a bank merger.
11 "Merging trust company" means a trust company party to a
12merger with a State bank.
13 "Mid-tier bank holding company" means a corporation that
14(a) owns 100% of the issued and outstanding shares of each
15class of stock of a State bank, (b) has no other subsidiaries,
16and (c) 100% of the issued and outstanding shares of the
17corporation are owned by a parent bank holding company.
18 "Municipality" means any municipality, political
19subdivision, school district, taxing district, or agency.
20 "National bank" means a national banking association
21located in this State and after May 31, 1997, means a national
22banking association without regard to its location.
23 "Out-of-state bank" means a bank chartered under the laws
24of a state other than Illinois, a territory of the United
25States, or the District of Columbia.
26 "Parent bank holding company" means a corporation that is

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1a bank holding company as that term is defined in the Illinois
2Bank Holding Company Act of 1957 and owns 100% of the issued
3and outstanding shares of a mid-tier bank holding company.
4 "Person" means an individual, corporation, limited
5liability company, partnership, joint venture, trust, estate,
6or unincorporated association.
7 "Public agency" means the State of Illinois, the various
8counties, townships, cities, towns, villages, school
9districts, educational service regions, special road
10districts, public water supply districts, fire protection
11districts, drainage districts, levee districts, sewer
12districts, housing authorities, the Illinois Bank Examiners'
13Education Foundation, the Chicago Park District, and all other
14political corporations or subdivisions of the State of
15Illinois, whether now or hereafter created, whether herein
16specifically mentioned or not, and shall also include any
17other state or any political corporation or subdivision of
18another state.
19 "Public funds" or "public money" means current operating
20funds, special funds, interest and sinking funds, and funds of
21any kind or character belonging to, in the custody of, or
22subject to the control or regulation of the United States or a
23public agency. "Public funds" or "public money" shall include
24funds held by any of the officers, agents, or employees of the
25United States or of a public agency in the course of their
26official duties and, with respect to public money of the

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1United States, shall include Postal Savings funds.
2 "Published" means, unless the context requires otherwise,
3the publishing of the notice or instrument referred to in some
4newspaper of general circulation in the community in which the
5bank is located at least once each week for 3 successive weeks.
6Publishing shall be accomplished by, and at the expense of,
7the bank required to publish. Where publishing is required,
8the bank shall submit to the Commissioner that evidence of the
9publication as the Commissioner shall deem appropriate.
10 "Qualified financial contract" means any security
11contract, commodity contract, forward contract, including spot
12and forward foreign exchange contracts, repurchase agreement,
13swap agreement, and any similar agreement, any option to enter
14into any such agreement, including any combination of the
15foregoing, and any master agreement for such agreements. A
16master agreement, together with all supplements thereto, shall
17be treated as one qualified financial contract. The contract,
18option, agreement, or combination of contracts, options, or
19agreements shall be reflected upon the books, accounts, or
20records of the bank, or a party to the contract shall provide
21documentary evidence of such agreement.
22 "Recorded" means the filing or recording of the notice or
23instrument referred to in the office of the Recorder of the
24county wherein the bank is located.
25 "Resulting bank" means the bank resulting from a merger or
26conversion.

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1 "Secretary" means the Secretary of Financial and
2Professional Regulation, or a person authorized by the
3Secretary or by this Act to act in the Secretary's stead.
4 "Securities" means stocks, bonds, debentures, notes, or
5other similar obligations.
6 "Special purpose trust company" means a special purpose
7trust company under Article IIA of the Corporate Fiduciary
8Act.
9 "Stand-by letter of credit" means a letter of credit under
10which drafts are payable upon the condition the customer has
11defaulted in performance of a duty, liability, or obligation.
12 "State bank" means any banking corporation that has a
13banking charter issued by the Commissioner under this Act.
14 "State Banking Board" means the State Banking Board of
15Illinois.
16 "Subsidiary" with respect to a specified company means a
17company that is controlled by the specified company. For
18purposes of paragraphs (8) and (12) of Section 5 of this Act,
19"control" means the exercise of operational or managerial
20control of a corporation by the bank, either alone or together
21with other affiliates of the bank.
22 "Surplus" means the aggregate of (i) amounts paid in
23excess of the par value of capital stock and preferred stock;
24(ii) amounts contributed other than for capital stock and
25preferred stock and allocated to the surplus account; and
26(iii) amounts transferred from undivided profits.

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1 "Tier 1 Capital" and "Tier 2 Capital" have the meanings
2assigned to those terms in regulations promulgated for the
3appropriate federal banking agency of a state bank, as those
4regulations are now or hereafter amended.
5 "Trust company" means a limited liability company or
6corporation incorporated in this State for the purpose of
7accepting and executing trusts.
8 "Undivided profits" means undistributed earnings less
9discretionary transfers to surplus.
10 "Unimpaired capital and unimpaired surplus", for the
11purposes of paragraph (21) of Section 5 and Sections 32, 33,
1234, 35.1, 35.2, and 47 of this Act means the sum of the state
13bank's Tier 1 Capital and Tier 2 Capital plus such other
14shareholder equity as may be included by regulation of the
15Commissioner. Unimpaired capital and unimpaired surplus shall
16be calculated on the basis of the date of the last quarterly
17call report filed with the Commissioner preceding the date of
18the transaction for which the calculation is made, provided
19that: (i) when a material event occurs after the date of the
20last quarterly call report filed with the Commissioner that
21reduces or increases the bank's unimpaired capital and
22unimpaired surplus by 10% or more, then the unimpaired capital
23and unimpaired surplus shall be calculated from the date of
24the material event for a transaction conducted after the date
25of the material event; and (ii) if the Commissioner determines
26for safety and soundness reasons that a state bank should

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1calculate unimpaired capital and unimpaired surplus more
2frequently than provided by this paragraph, the Commissioner
3may by written notice direct the bank to calculate unimpaired
4capital and unimpaired surplus at a more frequent interval. In
5the case of a state bank newly chartered under Section 13 or a
6state bank resulting from a merger, consolidation, or
7conversion under Sections 21 through 26 for which no preceding
8quarterly call report has been filed with the Commissioner,
9unimpaired capital and unimpaired surplus shall be calculated
10for the first calendar quarter on the basis of the effective
11date of the charter, merger, consolidation, or conversion.
12(Source: P.A. 95-924, eff. 8-26-08; 95-1047, eff. 4-6-09;
1396-1000, eff. 7-2-10; 96-1163, eff. 1-1-11.)
14 (205 ILCS 5/30) (from Ch. 17, par. 337)
15 Sec. 30. Conversion; merger with trust company or special
16purpose trust company. Upon approval by the Commissioner a
17trust company having power so to do under the law under which
18it is organized may convert into a state bank or may merge into
19a state bank as prescribed by this Act; except that the action
20by a trust company shall be taken in the manner prescribed by
21and shall be subject to limitations and requirements imposed
22by the law under which it is organized which law shall also
23govern the rights of its dissenting stockholders. The rights
24of dissenting stockholders of a state bank shall be governed
25by Section 29 of this Act. The conversion or merger procedure

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1shall be:
2 (1) In the case of a merger, the board of directors of both
3the merging trust company and the merging bank by a majority of
4the entire board in each case shall approve a merger agreement
5which shall contain:
6 (a) The name and location of the merging bank and of
7 the merging trust company and a list of the stockholders
8 of each as of the date of the merger agreement;
9 (b) With respect to the resulting bank (i) its name
10 and place of business; (ii) the amount of capital, surplus
11 and reserve for operating expenses; (iii) the classes and
12 the number of shares of stock and the par value of each
13 share; (iv) the charter which is to be the charter of the
14 resulting bank, together with the amendments to the
15 continuing charter and to the continuing by-laws; and (v)
16 a detailed financial statement showing the assets and
17 liabilities after the proposed merger;
18 (c) Provisions governing the manner of converting the
19 shares of the merging bank and of the merging trust
20 company into shares of the resulting bank;
21 (d) A statement that the merger agreement is subject
22 to approval by the Commissioner and by the stockholders of
23 the merging bank and the merging trust company, and that
24 whether approved or disapproved, the parties thereto will
25 pay the Commissioner's expenses of examination;
26 (e) Provisions governing the manner of disposing of

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1 the shares of the resulting bank not taken by the
2 dissenting stockholders of the merging trust company; and
3 (f) Such other provisions as the Commissioner may
4 reasonably require to enable him to discharge his duties
5 with respect to the merger.
6 (2) After approval by the board of directors of the
7merging bank and of the merging trust company, the merger
8agreement shall be submitted to the Commissioner for approval
9together with the certified copies of the authorizing
10resolution of each board of directors showing approval by a
11majority of each board.
12 (3) After receipt by the Commissioner of the papers
13specified in subsection (2), he shall approve or disapprove
14the merger agreement. The Commissioner shall not approve the
15agreement unless he shall be of the opinion and finds:
16 (a) That the resulting bank meets the requirements of
17 this Act for the formation of a new bank at the proposed
18 place of business of the resulting bank;
19 (b) That the same matters exist in respect of the
20 resulting bank which would have been required under
21 Section 10 of this Act for the organization of a new bank;
22 and
23 (c) That the merger agreement is fair to all persons
24 affected. If the Commissioner disapproves the merger
25 agreement, he shall state his objections in writing and
26 give an opportunity to the merging bank and the merging

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1 trust company to obviate such objections.
2 (4) To be effective, if approved by the Commissioner, a
3merger of a bank and a trust company where there is to be a
4resulting bank must be approved by the affirmative vote of the
5holders of at least two-thirds of the outstanding shares of
6stock of the merging bank entitled to vote at a meeting called
7to consider such action, unless holders of preferred stock are
8entitled to vote as a class in respect thereof, in which event
9the proposed merger shall be adopted upon receiving the
10affirmative vote of the holders of at least two-thirds of the
11outstanding shares of each class of shares entitled to vote as
12a class in respect thereof and of the total outstanding shares
13entitled to vote at such meeting and must be approved by the
14stockholders of the merging trust company as provided by the
15Act under which it is organized. The prescribed vote by the
16merging bank and the merging trust company shall constitute
17the adoption of the charter and by-laws of the continuing
18bank, including the amendments in the merger agreement, as the
19charter and by-laws of the resulting bank. Written or printed
20notice of the meeting of the stockholders of the merging bank
21shall be given to each stockholder of record entitled to vote
22at such meeting at least thirty days before such meeting and in
23the manner provided in this Act for the giving of notice of
24meetings of stockholders. The notice shall state that
25dissenting stockholders of the merging trust company will be
26entitled to payment of the value of those shares which are

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1voted against approval of the merger, if a proper demand is
2made on the resulting bank and the requirements of the Act
3under which the merging trust company is organized are
4satisfied.
5 (5) Unless a later date is specified in the merger
6agreement, the merger shall become effective upon the filing
7with the Commissioner of the executed merger agreement,
8together with copies of the resolutions of the stockholders of
9the merging bank and the merging trust company approving it,
10certified by the president or a vice-president or, the cashier
11and also by the secretary or other officer charged with
12keeping the records. The charter of the merging trust company
13shall thereupon automatically terminate. The Commissioner
14shall thereupon issue to the continuing bank a certificate of
15merger which shall specify the name of the merging trust
16company, the name of the continuing bank and the amendments to
17the charter of the continuing bank provided for by the merger
18agreement. Such certificate shall be conclusive evidence of
19the merger and of the correctness of all proceedings therefor
20in all courts and places including the office of the Secretary
21of State, and said certificate shall be recorded.
22 (6) In the case of a conversion, a trust company shall
23apply for a charter by filing with the Commissioner:
24 (a) A certificate signed by its president, or a
25 vice-president, and by a majority of the entire board of
26 directors setting forth the corporate action taken in

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1 compliance with the provisions of the Act under which it
2 is organized governing the conversion of a trust company
3 to a bank or governing the merger of a trust company into
4 another corporation;
5 (b) The plan of conversion and the proposed charter
6 approved by the stockholders for the operation of the
7 trust company as a bank. The plan of conversion shall
8 contain (i) the name and location proposed for the
9 converting trust company; (ii) a list of its stockholders
10 as of the date of the stockholders' approval of the plan of
11 conversion; (iii) the amount of its capital, surplus and
12 reserve for operating expenses; (iv) the classes and the
13 number of shares of stock and the par value of each share;
14 (v) the charter which is to be the charter of the resulting
15 bank; and (vi) a detailed financial statement showing the
16 assets and liabilities of the converting trust company;
17 (c) A statement that the plan of conversion is subject
18 to approval by the Commissioner and that, whether approved
19 or disapproved, the converting trust company will pay the
20 Commissioner's expenses of examination; and
21 (d) Such other instruments as the Commissioner may
22 reasonably require to enable him to discharge his duties
23 with respect to the conversion.
24 (7) After receipt by the Commissioner of the papers
25specified in subsection (6), he shall approve or disapprove
26the plan of conversion. The Commissioner shall not approve the

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1plan of conversion unless he shall be of the opinion and finds:
2 (a) That the resulting bank meets the requirements of
3 this Act for the formation of a new bank at the proposed
4 place of business of the resulting bank;
5 (b) That the same matters exist in respect of the
6 resulting bank which would have been required under
7 Section 10 of this Act for the organization of a new bank;
8 and
9 (c) That the plan of conversion is fair to all persons
10 affected.
11 If the commissioner disapproves the plan of conversion, he
12shall state his objections in writing and give an opportunity
13to the converting trust company to obviate such objections.
14 (8) Unless a later date is specified in the plan of
15conversion, the conversion shall become effective upon the
16Commissioner's approval, and the charter proposed in the plan
17of conversion shall constitute the charter of the resulting
18bank. The Commissioner shall issue a certificate of conversion
19which shall specify the name of the converting trust company,
20the name of the resulting bank and the charter provided for by
21said plan of conversion. Such certificate shall be conclusive
22evidence of the conversion and of the correctness of all
23proceedings therefor in all courts and places including the
24office of the Secretary of State, and such certificate shall
25be recorded.
26 (8.5) A special purpose trust company under Article IIA of

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1the Corporate Fiduciary Act may merge with a State bank or
2convert to a State bank as if the special purpose trust company
3were a trust company under Article II of the Corporate
4Fiduciary Act, subject to rules adopted by the Department.
5 (9) In the case of either a merger or a conversion under
6this Section 30, the resulting bank shall be considered the
7same business and corporate entity as each merging bank and
8merging trust company or as the converting trust company with
9all the property, rights, powers, duties and obligations of
10each as specified in Section 28 of this Act.
11(Source: P.A. 91-357, eff. 7-29-99.)
12 Section 10. The Corporate Fiduciary Act is amended by
13adding Article IIA as follows:
14 (205 ILCS 620/Art. IIA heading new)
15
ARTICLE IIA. SPECIAL PURPOSE TRUST COMPANY
16
AUTHORITY AND ORGANIZATION
17 (205 ILCS 620/2A-1 new)
18 Sec. 2A-1. Special purpose trust company. Any corporation
19that has been or shall be incorporated under the general
20corporation laws of this State for the special purpose of
21providing fiduciary custodial services or providing other like
22or related services as specified by rule, consistent with this
23Article, may be appointed to act as a fiduciary with respect to

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1such services and shall be designated a special purpose trust
2company.
3 (205 ILCS 620/2A-2 new)
4 Sec. 2A-2. Certificate of authority.
5 (a) It shall not be lawful for any person to engage in the
6activity of a special purpose trust company after the
7effective date of this amendatory Act of the 102nd General
8Assembly without first filing an application for and procuring
9from the Secretary a certificate of authority stating that the
10person has complied with the requirements of this Act and is
11qualified to engage in the activity of a special purpose trust
12company.
13 (b) No natural person or natural persons, firm, or
14partnership, or corporation not having been authorized under
15this Act shall transact in the activity of a special purpose
16trust company. A person who violates this Section is guilty of
17a Class A misdemeanor and the Attorney General or State's
18Attorney of the county in which the violation occurs may
19restrain the violation by a complaint for injunctive relief.
20 (c) Any entity that holds a certificate of authority under
21Article II of this Act may engage in the activity of a special
22purpose trust company without applying for or receiving a
23certificate of authority under this Article IIA.
24 (205 ILCS 620/2A-3 new)

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1 Sec. 2A-3. Rulemaking and organization.
2 (a) The Department shall adopt rules for the
3administration of this Article, including, but not limited to:
4rules for defining statutory terms; applying for a certificate
5of authority; review, investigation, and approval of
6application for certificate of authority; capital
7requirements; merger, change of control, conversion, and
8successor trustee; office location and name; collateralizing
9fiduciary assets; and general corporate powers.
10 (b) Articles V, VI, VII, VIII and IX of this Act shall
11apply to a special purpose trust company under this Article as
12if the special purpose trust company were a trust company
13authorized under Article II of this Act, subject to any rules
14adopted by the Department.
15 Section 15. The Blockchain Business Development Act is
16amended by adding Section 11 as follows:
17 (205 ILCS 725/11 new)
18 Sec. 11. Digital asset rules. The Department of Financial
19and Professional Regulation shall have authority to adopt
20rules, opinions, or interpretive letters regarding the custody
21of digital assets, including digital consumer assets, digital
22securities, and virtual currency.

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1 INDEX
2 Statutes amended in order of appearance