N.Y. Banking Law § 141: Definitions

§ 141. Definitions. 1. "Banking institution," when used in this

article, means a bank, a trust company, a stock-form savings bank or a

stock-form savings and loan association.

2. "Company," when used in this article, means any corporation,

partnership, trust, unincorporated association, joint stock association

or similar organization organized under the laws of the state of New

York, or if not so organized, doing business in the state of New York,

or any individual residing or doing business in the state of New York,

or any combination of individuals which combination is residing or is

doing business in the state of New York, any combination of the

foregoing which combination is residing or is doing business in the

state of New York, or any such individual and any of the foregoing

acting in concert, but shall not include (a) any corporation the

majority of the stock of which is owned by the United States or by any

state unless the superintendent determines that it would be in the

public interest to deem such a corporation to constitute a company, or

(b) any corporation or community chest, fund, or foundation, organized

and operated exclusively for religious, charitable, or educational

purposes, no part of the net earnings of which inures to the benefit of

any private stockholder or individual, and no substantial part of the

activities of which is the carrying on of propaganda, or otherwise

attempting to influence legislation unless the superintendent determines

that it would be in the public interest to deem such a corporation,

community chest, fund, or foundation to constitute a company, or (c) any

corporation or partnership owning or controlling stock acquired in

connection with an underwriting of securities and which is held only for

such period of time as will permit the sale thereof upon a reasonable

basis.

3. "Bank holding company," when used in this article, means any

company which (a) directly or indirectly, or through a subsidiary or

subsidiaries, owns, controls, or holds with power to vote (i) ten per

centum or more of the voting stock of a company which is or becomes a

bank holding company by virtue of this article, or (ii) ten per centum

or more of the voting stock of a banking institution, or (b) controls in

any manner the election of a majority of the directors of (i) a banking

institution, or (ii) a company which is or becomes a bank holding

company by virtue of this article, or (c) is a company, for the benefit

of whose stockholders or members ten per centum or more of the voting

stock of a banking institution or of a company which is or becomes a

bank holding company by virtue of this article is held, directly or

indirectly, by a trustee or trustees, or (d) through a combination of

(i) ownership, control or holding, directly or indirectly, of voting

stock and (ii) voting stock and held, directly or indirectly, by a

trustee or trustees for the benefit of the members or stockholders of

such company, if such voting stock is voting stock of one or more

banking institutions or of one of more companies which are or become

bank holding companies by virtue of this article, as the case may be, is

a company which would be a bank holding company if the aggregate of such

voting stock were either entirely owned, controlled or held, directly or

indirectly, by such company or entirely held, directly or indirectly, by

a trustee or trustees for the benefit of the members or stockholders of

such company. Notwithstanding the foregoing, no company shall be a bank

holding company by virtue of its ownership or control of either stock

acquired in a fiduciary capacity, except where such stock is held for

the benefit of the stockholders or members of such company; or voting

rights of stock acquired in the court of a proxy solicitation by a

company formed and operated for the sole purpose of participating in

proxy solicitations by virtue of its control of voting rights of stock

in any banking institution or bank holding company acquired in the

course of such solicitations.

4. "Subsidiary," when used in this article, means (a) any company ten

per centum or more of whose voting stock is directly or indirectly, or

through a subsidiary or subsidiaries, owned, controlled, or held with

power to vote, by a bank holding company; or (b) any company the

election of a majority of whose directors is controlled in any manner by

a bank holding company; or (c) any company ten per centum or more of

whose voting stock is directly or indirectly owned, controlled, or held

with power to vote, by a trustee or trustees for the benefit of the

stockholders or members of a bank holding company; or (d) any company at

least ten per centum of the voting stock of which is directly or

indirectly, or through a subsidiary or subsidiaries, owned, controlled

or held with power to vote by a combination of a bank holding company

and by a trustee or trustees for the benefit of the stockholders or

members of such bank holding company. For purposes of this subdivision,

voting stock shall not be deemed to include voting stock owned by the

United States or by any company wholly owned by the United States. Any

company having any of the relationships with a bank holding company

described in clauses (a), (b), (c) or (d) of this subdivision shall be

deemed to be a subsidiary of such bank holding company.

5. "Doing business," when used in this article, shall include the

maintenance by a foreign company of a place of business in this state,

or the conduct by a foreign company of operations in this state, or the

acquisition, owning or holding by a foreign company of any stock or

assets of any banking institution or any company which directly or

indirectly owns, controls or holds with power to vote ten per centum or

more of the voting stock of a banking institution.

6. "Banking subsidiary," when used in this article, means a subsidiary

that is a banking institution, and a "non-banking subsidiary" means a

subsidiary that is not a banking institution.