(a) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its reorganized savings institution subsidiary. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of sections 36a-192 to 36a-199, inclusive. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of and in accordance with any conditions or limitations imposed by the commissioner. A proposal to establish a subsidiary holding company shall be filed with the commissioner and shall include the proposed certificate of incorporation and bylaws of the subsidiary holding company and any other information required by the commissioner.
(b) For purposes of section 36a-196, the subsidiary holding company shall be treated as a reorganized savings institution issuing stock and shall be subject to the requirements of said section. In the case of a stock issuance by a subsidiary holding company, the aggregate amount of outstanding common stock of the subsidiary holding company owned or controlled by persons other than the subsidiary holding company's mutual holding company parent at the close of the proposed issuance shall be less than fifty per cent of the subsidiary holding company's total outstanding common stock.
(c) Subject to the approval of the commissioner, a subsidiary holding company may acquire and dispose of its own stock, provided no such acquisition or disposal results in persons other than the subsidiary holding company's mutual holding company parent owning or controlling a greater percentage of common stock than is permissible under subsection (b) of this section.
(P.A. 85-330, S. 13, 14; P.A. 02-47, S. 13; P.A. 05-39, S. 6; P.A. 08-119, S. 5.)
History: Sec. 36-142gg transferred to Sec. 36a-198 in 1995; P.A. 02-47 replaced former section re regulations with provisions designated as Subsecs. (a) and (b) re establishment of subsidiary holding company by mutual holding company to hold stock of reorganized savings institution, effective May 9, 2002; P.A. 05-39 amended Subsec. (b) to substitute 50% for 51% and to make a technical change, effective May 17, 2005; P.A. 08-119 added Subsec. (c) re acquisition and disposal of its own stock by subsidiary holding company.
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