Chapter 1. General Provisions of California Financial Code >> Division 1.1. >> Chapter 1.
When authorized by the commissioner as provided in Chapter 3
(commencing with Section 1040) a corporation may be formed by one or
more persons in accordance with the laws of this state for the
purpose of conducting a commercial banking business or a trust
business, or both of them. The qualification requirements of the
Corporate Securities Law of 1968 shall not apply to the offer and
sale of securities issued by and representing an interest in or a
direct obligation of a bank or trust company incorporated under the
laws of this state if the securities are offered and sold pursuant to
the commissioner's authorization described in Section 1201 or the
securities are exempt from authorization pursuant to Section 1202, or
by a regulation or order of the commissioner.
This division is known, and may be cited, as the "Banking
No bank shall be a close corporation (as defined in Section
158 of the Corporations Code).
Except where explicitly stated or the context provides
otherwise, this division is applicable to the following:
(a) All corporations engaging in commercial banking, industrial
banking, or the trust business.
(b) All national banking associations authorized to transact
business in this state to the extent that the provisions of this
division are not inconsistent with and do not infringe paramount
federal laws governing national banking associations.
(c) All other corporations that subject themselves to the special
provisions and sections of this division.
(d) All other persons, associations, copartnerships, or
corporations who, by violating any of its provisions, become subject
to the penalties provided for in this division.
(a) A California state bank is a corporation incorporated
under Division 1 (commencing with Section 100) of Title 1 of the
Corporations Code that is, with the approval of the commissioner,
incorporated for the purpose of engaging in, or that is authorized by
the commissioner to engage in, the commercial or industrial banking
(b) All provisions of law applicable to corporations generally,
including, but not limited to, the General Corporation Law (Division
1 (commencing with Section 100), Title 1 of the Corporations Code)
shall apply to banks. However, whenever any provision of this
division or any regulation or order issued under any provision (other
than this section) of this division applicable to banks is
inconsistent with any provision of law applicable to corporations
generally, that provision of this division or that regulation or
order shall apply and the provision of law applicable to corporations
generally shall not apply.
It shall be unlawful for any person, corporation, limited
liability company, partnership, firm, or any other form of business
entity allowed by law, to engage in or transact commercial banking
business, industrial banking business, or trust business within this
state except by means of a corporation duly organized for that
No corporation shall hereafter be organized under the laws of
this state to transact the business of a commercial bank, industrial
bank, or trust company, except as provided in this chapter.
Neither the enactment of this code nor the amendment or
repeal thereof, nor the repeal of any statute affected thereby, shall
take away or impair any liability or cause of action existing or
incurred against any bank or trust company, or the shareholders,
directors, or officers thereof.