HOUSE OF REPRESENTATIVES STAFF ANALYSIS
BILL #: CS/HB 619 Pub. Rec./Application for a De Novo Banking Charter
SPONSOR(S): Insurance & Banking Subcommittee, Barnaby
TIED BILLS: IDEN./SIM. BILLS: CS/SB 512
REFERENCE ACTION ANALYST STAFF DIRECTOR or
BUDGET/POLICY CHIEF
1) Insurance & Banking Subcommittee 11 Y, 5 N, As CS Hinshelwood Luczynski
2) Government Operations Subcommittee 12 Y, 1 N Roth Smith
3) Commerce Committee 20 Y, 0 N Hinshelwood Hamon
SUMMARY ANALYSIS
The Office of Financial Regulation (OFR) regulates banks, credit unions, other financial institutions, finance
companies, and the securities industry. In order to apply for authority to organize a new state-chartered bank,
the proposed directors must file a written application with the OFR. The application includes such information
as the name, residence, and occupation of each proposed director; the proposed corporate name; the
community, including the street and number, if available, where the principal office of the proposed bank is to
be located; the total initial capital; the proposed business plan; and pro forma financial statements. Additionally,
each proposed executive officer, director, and major shareholder must complete and submit detailed
biographical and financial information, including but not limited to names, home addresses, current and past
employment, and statements of assets, liabilities, and total net worth. The OFR utilizes this information to
ascertain whether the proposed directors and executives have the kind of experience, ability, standing, and
reputation that indicates a reasonable promise of successful bank operation.
While some existing public record exemptions may apply to certain records received by the OFR pursuant to
an application to organize a new bank, current statutes do not provide a public record exemption specifically
directed at such applications. Presently, with the exception of some material for which the applicant may claim
trade secret status, the majority of information on an application is subject to public inspection and copying.
The bill creates a public record exemption for information received by the OFR pursuant to an application for
authority to organize a new state bank and makes the following information confidential and exempt: personal
financial information, specified identification numbers, books and records of a current or proposed financial
institution, personal identifying information of specified individuals, and the proposed bank’s business plan and
supporting documentation. Existing statutory provisions would permit the release of the information for certain
purposes and to certain persons, such as furnishing information to other agencies responsible for the
regulation of financial institutions and reporting suspected criminal activity to law enforcement. The exemption
created in the bill only provides protection for records and information that are not otherwise public record.
Upon approval of an application, the OFR issues a bank charter that is a public record and contains the names
of the bank’s officers and board of directors.
The bill provides that the public record exemption is subject to the Open Government Sunset Review Act and
will repeal on October 2, 2026, unless the Legislature reviews and reenacts the exemption by that date. It also
provides a public necessity statement as required by the Florida Constitution.
The bill may have a minimal negative fiscal impact on state government. The bill has an indeterminate but
likely positive impact on the private sector.
Article I, s. 24(c) of the Florida Constitution requires a two-thirds vote of the members present and
voting for final passage of a newly created public record or public meeting exemption. The bill creates
a public record exemption; thus, it requires a two-thirds vote for final passage.
This document does not reflect the intent or official position of the bill sponsor or House of Representatives.
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 FULL ANALYSIS
I. SUBSTANTIVE ANALYSIS
A. EFFECT OF PROPOSED CHANGES:
Background
Public Records
Article I, s. 24(a) of the Florida Constitution sets forth the state’s public policy regarding access to
government records. This section guarantees every person a right to inspect or copy any public record
of the legislative, executive, and judicial branches of government. The Legislature, however, may
provide by general law for the exemption of records from the requirements of article I, section 24(a).1
The general law must state with specificity the public necessity justifying the exemption and must be no
more broad than necessary to accomplish its purpose.2
Public policy regarding access to government records is addressed further in the Florida Statutes.
Section 119.07(1), F.S., guarantees every person a right to inspect and copy any state, county, or
municipal record. Furthermore, the Open Government Sunset Review Act3 provides that a public record
or public meeting exemption may be created or maintained only if it serves an identifiable public
purpose. In addition, it may be no broader than is necessary to meet one of the following purposes:
 Allow the state or its political subdivisions to effectively and efficiently administer a
governmental program, which administration would be significantly impaired without the
exemption.
 Protect sensitive personal information that, if released, would be defamatory or would
jeopardize an individual’s safety; however, only the identity of an individual may be exempted
under this provision.
 Protect trade or business secrets.4
The Open Government Sunset Review Act requires the automatic repeal of a newly created exemption
on October 2nd of the fifth year after creation or substantial amendment, unless the Legislature
reenacts the exemption.5
Office of Financial Regulation (OFR)
The OFR regulates banks, credit unions, other financial institutions, finance companies, and the
securities industry.6 The OFR’s Division of Financial Institutions charters, licenses, and regulates
various entities that engage in financial institution business in Florida, in accordance with the financial
institutions codes (Codes) and the rules promulgated thereunder.7 The specific chapters under the
Codes are:
 Chapter 655, F.S. – Financial Institutions Generally
 Chapter 657, F.S. – Credit Unions
 Chapter 658, F.S. – Banks and Trust Companies
 Chapter 660, F.S. – Trust Business
 Chapter 662, F.S. – Family Trust Companies
 Chapter 663, F.S. – International Banking
 Chapter 665, F.S. – Capital Stock Associations
 Chapter 667, F.S. – Savings Banks
1 Art. I, s. 24(c), Fla. Const.
2 Art. I, s. 24(c), Fla. Const.
3 S. 119.15, F.S.
4 S. 119.15(6)(b), F.S.
5 S. 119.15(3), F.S.
6 S. 20.121(3)(a)2., F.S.
7 Chs. 655, 657, 658, 660, 662, 663, 665, and 667, F.S.; chs. 69U-100 through 69U-162, F.A.C.
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 As of June 30, 2020, the Division of Financial Institutions regulates 197 financial institutions:8
 69 banks
 66 credit unions
 21 international bank offices
 15 trust companies
 16 family trust companies
 10 qualified limited service affiliates
Regulation of Banks
Under the dual banking system in the United States, banks may be chartered under either state or
federal law:
 State-chartered banks are chartered under the laws of the state in which the bank is
headquartered. State-chartered banks have both a state regulator, which for banks chartered by
the state of Florida is the OFR, and a federal regulator. The primary federal regulator for state
banks that are members of the Federal Reserve System is the Board of Governors of the
Federal Reserve System (FRB), and the primary federal regulator for non-member state banks
is the Federal Deposit Insurance Corporation (FDIC).9
 National banks are chartered by the Office of the Comptroller of the Currency (OCC) under the
National Bank Act.10 As such, the OCC is the primary federal regulator for national banks.11
Confidential Treatment of Applications to Charter a National Bank
The federal Freedom of Information Act (FOIA)12 sets forth the process for obtaining federal agency
records, unless the records or any portion thereof are protected from disclosure by one of the FOIA’s
nine exemptions or by one of its three special law enforcement record exclusions. The OCC has set
forth its policies regarding the availability of information under FOIA, as well as procedures for
requesting information, within 12 CFR Part 4, Subpart B. Under the OCC’s FOIA regulations, the
following records, or portions thereof, are exempt from disclosure:13
1) A record that is specifically authorized, under criteria established by an executive order, to be
kept secret in the interest of national defense or foreign policy, and that is properly classified
pursuant to that executive order;
2) A record relating solely to the internal personnel rules and practices of an agency;
3) A record specifically exempted from disclosure by statute (other than 5 U.S.C. § 552b), provided
that the statute requires that the matters be withheld from the public in such a manner as to
leave no discretion on the issue; establishes particular criteria for withholding, or refers to
particular types of matters to be withheld; and, if enacted after the date of enactment of the
OPEN FOIA Act of 2009, specifically cites to 5 U.S.C. § 552(b)(3);
4) A record that is privileged or contains trade secrets, or commercial or financial information,
furnished in confidence, that relates to the business, personal, or financial affairs of any
person;14
5) An intra-agency or interagency memorandum or letter not routinely available by law to a private
party in litigation, including memoranda, reports, and other documents prepared by OCC
employees, and records of deliberations and discussions at meetings of OCC employees,
provided that the deliberative process privilege shall not apply to records created 25 years or
more before the date on which the records were requested;
6) A personnel, medical, or similar record, including a financial record, or any portion thereof,
where disclosure would constitute a clearly unwarranted invasion of personal privacy;
8 Office of Financial Regulation, Fast Facts (2021 ed.), https://www.flofr.com/sitePages/documents/FastFacts.pdf.
9 12 U.S.C. § 1813(q).
10 12 U.S.C. § 38.
11 12 U.S.C. § 1813(q).
12 5 U.S.C. § 552 et. seq.
13 12 C.F.R. § 4.12(b).
14 Notice requirements regarding disclosure of confidential commercial information are contained in 12 C.F.R. § 4.16.
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 7) A record or information compiled for law enforcement purposes, but only to the extent that the
OCC reasonably believes that producing the record or information may:
i. Interfere with enforcement proceedings;
ii. Deprive a person of the right to a fair trial or an impartial adjudication;
iii. Constitute an unwarranted invasion of personal privacy;
iv. Disclose the identity of a confidential source, including a state, local, or foreign agency
or authority, or any private institution that furnished information on a confidential basis;
v. Disclose information furnished by a confidential source, in the case of a record or
information compiled by a criminal law enforcement authority in the course of a criminal
investigation, or by an agency conducting a lawful national security intelligence
investigation;
vi. Disclose techniques and procedures for law enforcement investigations or prosecutions,
or disclose guidelines for law enforcement investigations or prosecutions if such
disclosure reasonably could be expected to risk circumvention of the law; or
vii. Endanger the life or physical safety of any individual;
8) A record contained in or related to an examination, operating, or condition report prepared by,
on behalf of, or for the use of the OCC or any other agency responsible for regulating or
supervising financial institutions; and
9) A record containing or relating to geological and geophysical information and data, including
maps, concerning wells.
An applicant submitting information to the OCC may request that specific information be treated as
confidential when the materials are submitted.15 If the OCC does not consider the information to be
confidential, the OCC may include that information in the public file after providing notice to the
submitter.16 In addition, the OCC may, at its own initiative, determine that certain information should be
treated as confidential and withhold that information from the public file.17 While a filing is pending with
the OCC, the OCC licensing office may provide the public portion of a filing to any person who requests
it.18 The public file consists of those portions of the filing, supporting data, and supplementary
information that was submitted by the applicant and by interested persons and not afforded confidential
treatment.19
An applicant is encouraged to request confidential treatment for portions of a filing containing
personally identifiable information (PII).20 The term “PII” refers to information that can be used to
distinguish or trace an individual’s identity, either alone or when combined with other information that is
linked or linkable to a specific individual.21 Examples of PII include an individual’s first name or first
initial and last name, social security number, passport number, credit card numbers, clearances, bank
numbers, biometrics (for example, fingerprints), date or place of birth, mother’s maiden name, or
medical data.22
Each organizing group must disclose its proposed CEO to the OCC at the time the group files the
charter application.23 If the proposed CEO wants to have his or her name withheld from the public until
the OCC grants preliminary conditional approval, the organizers should:24
15 Office of the Comptroller of the Currency, Comptroller’s Licensing Manual: General Policies and Procedures (Oct. 2019)
at 4, https://www.occ.gov/publications-and-resources/publications/comptrollers-licensing-manual/files/licensing-booklet-
general-policies-and-procedures.html (last visited Mar. 19, 2021).
16 Id.
17 Id.
18 Id.
19 Id. at 6.
20 Id. at 4.
21 Id.
22 Id.
23 Office of the Comptroller of the Currency, Comptroller’s Licensing Manual: Charters (Oct. 2019) at 14-15,
https://www.occ.gov/publications-and-resources/publications/comptrollers-licensing-manual/files/licensing-booklet-
charters.html (last visited Mar. 19, 2021).
24 Id.
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  Include a request for confidential treatment with the materials submitted in the charter
application;
 Provide support for their request that disclosure would constitute an unwarranted invasion of
personal privacy under exemption six of FOIA25 or result in substantial competitive harm to the
organizers or the proposed CEO under exemption four of FOIA;26
 List in the application the criteria that were used in the selection process;
 Provide a detailed description of the person’s background, experience, and qualifications in the
public portion of the application that is sufficiently specific to permit matching the application
information with the person once his or her identity is disclosed; and
 Discuss the proposed terms of employment for the CEO, including compensation and benefits.
Formation of a De Novo (New) State-Chartered Bank
In order to apply for authority to organize a new state-chartered bank, the proposed directors must file a
written application with the OFR on form OFR-U-1.27 The application includes such information as the
name, residence, and occupation of each proposed director; the proposed corporate name; the
community, including the street and number, if available, where the principal office of the proposed
bank is to be located; the total initial capital; the proposed business plan; and pro forma financial
statements.28 Additionally, each proposed executive officer, director, and major shareholder must
complete and submit an Interagency Biographical and Financial Report, Form OFR-U-10.29 This form
requires extensive person