Article 1. Definitions of California Financial Code >> Division 7. >> Chapter 1. >> Article 1.
This division shall be known and may be cited as the
"Industrial Loan Law," the "Industrial Banking Law," or the "Thrift
and Loan Law."
The definitions given in this article govern the
construction of this division unless the context otherwise requires.
"Commissioner" means the Commissioner of Business Oversight.
"Department" means the Department of Business Oversight.
"Industrial loan company," "thrift and loan company," or
"company" as used in this division means a premium finance agency as
defined in Section 18560. Notwithstanding any other provision of this
chapter, these terms and this division do not apply to an industrial
bank subject to, and governed by, Chapter 15 (commencing with
Section 1530) of Division 1.1.
"Investment and loan" means an industrial loan company.
(a) Any reference in a provision of any statute or
regulation of this state to an industrial loan company or a thrift
and loan company means an insurance premium finance agency as defined
in Section 18560.
(b) Subdivision (a) does not apply in any of the following cases:
(1) In case the provision or a related provision expressly
(2) In the case of any provision of Division 1 (commencing with
Section 99) or Division 1.5 (commencing with Section 4800).
(a) When used with respect to an industrial loan company,
"insured" means an industrial loan company that is insured by the
Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act (12 U.S.C. Sec. 1811 et seq.).
(b) When used with respect to an investment certificate, "insured"
means an investment certificate that is insured by the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act
(12 U.S.C. Sec. 1811 et seq.).
"Certificate of deposit" as that term is used by an
industrial loan company licensed under this division means an
investment certificate representing the obligation of an industrial
loan company to repay a nondemand deposit as deposit is defined in
Section 3(1) of the Federal Deposit Insurance Act.
"Demand deposit" means investment or thrift certificates
in account, passbook, or certificate form which are redeemable and
payable upon demand to the owner.
"Borrower" means the person receiving the proceeds or
benefits of a loan.
"Consumer loan or consumer obligation" means a loan made to,
or an obligation incurred by, a natural person in which the money
loaned, or the property delivered or service rendered under the
obligation is primarily for personal, family, or household purposes.
"Primarily secured by real property", as used in this
division, means the fair market value of the real property less prior
encumbrances, at the time the loan is made or other obligation is
acquired, is more than 50 percent of the principal amount owing on
the loan or obligation.
"Charges", as used in this division, include the aggregate
interest, fees, bonuses, commissions, brokerage, discounts, expenses,
and other forms of costs charged, contracted for, or received by an
industrial loan company or any other person in connection with the
investigating, arranging, negotiating, procuring, guaranteeing,
making, servicing, collecting, or enforcing of a loan, or for
forbearance of money, credit, goods, things in action, or any other
service or services rendered.
"Charges" also include any profit or advantage of any kind
that any person may contract for, collect, receive, or in any manner
obtain by a collateral sale, purchase, or agreement, in connection
with the negotiating, arranging, making, or otherwise in connection
with any loan, except commissions received on insurance sold as
provided in this division.
"Principal amount", as used in this division, means the net
amount of money, credit, goods, or things in action received by the
debtor or borrower or disbursed on the borrower's instructions at the
time of entering into the transaction.
"Principal balance", and "face amount" as used in this
division, means the unpaid balance of a loan or other obligation.
"Affiliated company", as used in this division, is a company
under substantially the same management or control, directly or
indirectly, as the industrial loan company.
"Affiliate" means an affiliated company or a person who,
directly or indirectly, controls over 10 percent of the voting stock
of an industrial loan company.
"Corporate Securities Law" means the Corporate Securities
Law of 1968, Division 1 (commencing with Section 25000) of Title 4 of
the Corporations Code.
"Outstanding loans and obligations," as used in this
division, means total outstanding loans and obligations, including
lease obligations, less unearned interest or charges, unearned
discount, reserve or allowance for losses, and other applicable
allowances or deductions as determined by regulation of the
"Obligation" as used in Sections 18265, 18271, 18272, and
18343 includes lease obligations as authorized by Section 18310.
"Lease obligation" as used in this division, means a lease
contract entered into by an industrial loan company as lessor.
"Investment certificates ratio", as used in this division,
means the ratio of the aggregate sum of all of the outstanding
investment certificates, exclusive of those hypothecated with the
company issuing them, of a company to the aggregate amount of its
paid-up and unimpaired capital and unimpaired surplus declared not
available for dividends pursuant to Section 18319.
"Premium finance agency" has the meaning set forth in
"Assets," as used in this division, means all assets
"Capital," as used in this division, consists of all of the
(a) Capital stock.
(b) Primary capital to the extent not included in capital stock.
(c) Secondary capital.
"Primary capital," as used in this division, means the sum
of common stock, perpetual preferred stock, capital surplus,
undivided profits, capital reserves, and mandatory convertible debt
(to the extent of 20 percent of primary capital exclusive of that
"Secondary capital," as used in this division, means the
sum of mandatory convertible debt that is not included in primary
capital, limited life preferred stock, and subordinated notes and
debentures, all in an amount up to 50 percent of primary capital.
Issues of limited life preferred stock and subordinated notes and
debentures, except mandatory convertible debt, shall have original
weighted average maturities of at least seven years to be included
within capital surplus under primary capital.
"Perpetual preferred stock," as used in this division,
means a preferred stock that does not have a stated maturity date or
that can not be redeemed at the option of the holder. It includes
those issues of preferred stock that automatically convert into
common stock at a stated date. It excludes those issues, the rate on
which increases, or can increase, in such a manner that would
effectively require the issuer to redeem the issue.
"Mandatory convertible debt," as used in this division,
means a subordinated debt instrument which requires the issuer to
convert that instrument into common or perpetual preferred stock by a
date at or before the maturity of the debt instrument. The maturity
of those instruments shall be 12 years or less.
"Limited life preferred," as used in this division, means
preferred stock which has a maturity or which may be redeemed at the
option of the holder.
"Subordinated notes and debentures," as used in this
division, means an obligation other than an investment certificate
(a) Bears on its face, in boldface type no smaller than the
largest size type used in the obligation, the following: "this
obligation is not a deposit and is not insured by the Federal Deposit
(b) (1) Has a maturity of at least seven years, or (2) in the case
of an obligation or issue that provides for scheduled repayments of
principal, has an average maturity of at least seven years; however,
the commissioner may permit the issuance of an obligation or issue
with a shorter maturity or average maturity if the commissioner has
determined that exigent circumstances require the issuance of that
obligation or issue. This subdivision shall not apply to mandatory
convertible obligations or issues.
(c) States expressly that the obligation is subordinated and
junior in right of payment to the issuing industrial loan company's
obligations to its investment certificate holders and to the
industrial loan company's other obligations to its general and
secured creditors, and is ineligible as collateral for a loan by the
issuing industrial loan company.
(d) Is unsecured.
(e) States expressly that the issuing industrial loan company may
not retire any part of its obligation without the prior written
consent of the commissioner.
(f) Includes, if the obligation is issued to a depository
institution, a specific waiver of the right of offset by the lending
"Capital Stock," as used in this division, means one-class
voting common stock.