# Financial Institutions (GFI)

## Title 4. Banking Institutions -- Savings Banks

### Subtitle 9. Subsidiary Savings Banks

#### Section 4-901

Five or more adult individuals, each of whom is a resident of this State and a citizen of the United States, may act as incorporators to form a subsidiary savings bank under this subtitle.

#### Section 4-902

(a) The incorporators of a subsidiary savings bank shall sign and acknowledge 2 copies of the articles of incorporation.

(b) The articles of incorporation shall include:

  (1) The name and address of each incorporator;

  (2) A statement that each incorporator is 18 years old or older, a resident of this State, and a citizen of the United States;

  (3) A statement that the incorporators are associated to form a subsidiary savings bank under this subtitle;

  (4) The name of the subsidiary savings bank, which may not be similar in any material respect to the name of any other bank or trust company in this State, except that the name of the subsidiary savings bank may be similar to the name of a savings bank reorganized pursuant to this title that is affiliated with the subsidiary savings bank;

  (5) The municipal area and county where the principal banking office of the subsidiary savings bank is to be located;

  (6) The number of directors and the names and residence addresses of those who will serve as directors until their successors are elected and qualify; and

  (7) A statement that more than 50% of the shares of capital stock issued shall be held by the mutual holding company.

(c) The minimum capital requirements of a subsidiary savings bank shall be governed by Sec.Sec. 3-209 and 3-211 of this article.

(d) The articles of incorporation may include any other provision not inconsistent with law.

#### Section 4-903

(a) If the Commissioner approves the articles of incorporation of the subsidiary savings bank, the incorporators shall file for record with the State Department of Assessments and Taxation one endorsed copy of the articles of incorporation.

(b) Unless the Commissioner has endorsed the articles of incorporation as approved, articles of incorporation that are filed for record may not be effective.

#### Section 4-904

(a) When the articles of incorporation are filed for recording in accordance with Sec. 4-903 of this subtitle, the subsidiary savings bank becomes a corporation.

(b) Notwithstanding any charter provision or provision of law, a subsidiary savings bank has the right to perpetual existence until forfeiture.

#### Section 4-905

(a) Except as otherwise provided in this article, a subsidiary savings bank has all of the general powers granted to Maryland corporations under the Maryland General Corporation Law.

(b) Except as otherwise provided in this article, a subsidiary savings bank may exercise all rights, powers, and privileges and shall be subject to all duties and obligations of a savings bank under the laws of this State.

(c) Any reference to savings bank in any other law of this State shall be applicable to a subsidiary savings bank.

(d) A subsidiary savings bank shall be subject to all the provisions of Title 3, Subtitle 3 of this article regarding its stock.

#### Section 4-906

A subsidiary savings bank may not do business until:

(1) The subsidiary savings bank receives from the Commissioner a certificate of authority to do business; and

(2) The required capital stock and the required surplus are paid in full.

#### Section 4-907

(a) After its articles of incorporation are filed for record and its required capital stock and surplus are paid in full, the subsidiary savings bank shall give to the Commissioner notice that the subsidiary savings bank has complied with all of the applicable provisions of this subtitle.

(b) The Commissioner shall examine the condition of the subsidiary savings bank to determine:

  (1) The name and residence of each director;

  (2) If the required capital stock and surplus are paid in full; and

  (3) If the subsidiary savings bank has complied with all other applicable provisions of this title.

(c) If, after examination, it appears that the subsidiary savings bank lawfully is entitled to do business, the Commissioner shall issue the certificate of authority to do business.

(d)

  (1) If, after examination, it appears that the required capital stock and surplus have not been paid in full, the Commissioner may not issue the certificate of authority to do business.

  (2) If, after examination, the Commissioner has reason to believe that the stockholders formed the subsidiary savings bank for any purpose other than legitimate business under this article, the Commissioner, with the advice and consent of the Secretary of Labor, may withhold the certificate.

#### Section 4-908

After providing for due or accrued expenses, losses, interest, and taxes, the board of directors of a subsidiary savings bank may declare a cash dividend only from the following:

(1) Its undivided profits; or

(2) With the approval of the Commissioner, its surplus in excess of 100 percent of its required capital stock.

#### Section 4-909

The Commissioner may evaluate the assets of a subsidiary savings bank by a method that the Federal Deposit Insurance Corporation or any other appropriate federal authority adopts for the evaluation of such assets.

#### Section 4-910

A subsidiary savings bank may dissolve in accordance with Sec. 3-803 of this article and subject to any rights provided for in Sec. 4-802(c)(4) of this title.

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Md. Code Ann., Fin. Inst. (as displayed at mgaleg.maryland.gov, October 16, 2026)