Section 1452. Banking corporation defined; exempt corporations

(a) For the
  purpose of this article, a banking corporation means:
    (1) Every corporation or association organized under the laws of  this
  state  which is authorized to do a banking business, or which is doing a
  banking business;
    (2) every corporation or association organized under the laws  of  any
  other state or country which is doing a banking business;
    (3)  every  national banking association organized under the authority
  of the United States which is doing a banking business;
    (4) every federal savings bank which is doing a banking business;
    (5) every federal savings  and  loan  association  which  is  doing  a
  banking business;
    (6)  a  production credit association organized under the federal farm
  credit act of nineteen hundred thirty-three, which is  doing  a  banking
  business  and  all  of whose stock held by the federal production credit
  corporation has been retired;
    (7)  every  other  corporation  or  association  organized  under  the
  authority of the United States which is doing a banking business;
    (8)  the  mortgage  facilities  corporation  created  by  chapter five
  hundred sixty-four of the laws of nineteen hundred fifty-six;
    (9) any corporation sixty-five percent or more of whose  voting  stock
  is  owned  or  controlled,  directly  or indirectly, by a corporation or
  corporations  subject  to  article  three-a  of  the  banking  law,   or
  registered  under  the  federal  bank  holding  company  act of nineteen
  hundred fifty-six, as amended, or  registered  as  a  savings  and  loan
  holding  company  (but  excluding a diversified savings and loan holding
  company) under the federal national housing act, as  amended,  or  by  a
  corporation or corporations described in any of the foregoing paragraphs
  of  this  subsection,  provided the corporation whose voting stock is so
  owned or controlled is principally engaged in a business, regardless  of
  where  conducted, which (i) might be lawfully conducted by a corporation
  subject to article three of the banking law or  by  a  national  banking
  association,  or  (ii)  is  so closely related to banking or managing or
  controlling banks as to be a proper incident thereto, as  set  forth  in
  paragraph  eight of subsection (c) or subparagraph (F) of paragraph four
  of subsection (k) of section four of the federal  bank  holding  company
  act  of  nineteen  hundred  fifty-six,  as  amended,  or (iii) holds and
  manages investment assets, including but not limited  to  bonds,  notes,
  debentures  and  other  obligations  for  the  payment of money, stocks,
  partnership interests or other equity interests,  and  other  investment
  securities  and which is not a business described in subparagraph (i) or
  (ii) of this paragraph; and provided, further, that in no event shall  a
  corporation  principally  engaged in a business described in section one
  hundred eighty-three or one hundred eighty-four, or section one  hundred
  eighty-six  as  it  was  in  effect  on  December thirty-first, nineteen
  hundred ninety-nine, of this chapter be subject to the tax imposed under
  this article if any of  its  business  receipts  from  such  principally
  engaged  in business are from other than a corporation (A) which owns or
  controls, directly or indirectly, sixty-five  percent  or  more  of  its
  voting stock, or (B) sixty-five percent or more of whose voting stock is
  owned  or controlled, directly or indirectly, by the corporation engaged
  in such business, or (C) sixty-five percent  or  more  of  whose  voting
  stock  is  owned  or  controlled,  directly  or  indirectly, by the same
  interest.
    (b) Banking business defined. The words "banking business" as used  in
  this  section  mean such business as a corporation or association may be
  created to do under article three, three-B, five, five-A, five-C, six or
  ten  of  the  banking  law  or  any  business  which  a  corporation  or

  association  is  authorized by such article to do. However, with respect
  to a national banking association organized under the authority  of  the
  United  States,  a  federal  savings  bank,  a  federal savings and loan
  association  or  a  production  credit  association,  the words "banking
  business" as used in this section  mean  such  business  as  a  national
  banking  association,  federal  savings  bank,  federal savings and loan
  association or  production  credit  association,  respectively,  may  be
  created to do or is authorized to do under the laws of the United States
  or  this  state.  The  words  "banking business" as used in this section
  shall  also  mean  such  business  as  any  corporation  or  association
  organized  under  the  authority of the United States or organized under
  the laws of any other state or country has  authority  to  do  which  is
  substantially similar to the business which a corporation or association
  may be created to do under article three, three-B, five, five-A, five-C,
  six  or  ten  of  the banking law or any business which a corporation or
  association is authorized by such article to do.
    (c) Exempt corporations. A trust company all of whose capital stock is
  owned by twenty or more savings banks organized under New York law shall
  be exempt from the tax under this article.
    * (d) Corporations taxable under article nine-A.  Notwithstanding  the
  provisions   of  this  article,  all  corporations  of  classes  now  or
  heretofore taxable under article nine-A of this chapter  shall  continue
  to  be  taxable under article nine-A, except: (1) corporations organized
  under article five-A of the banking law;  (2)  corporations  subject  to
  article three-A of the banking law, or registered under the federal bank
  holding  company  act  of  nineteen  hundred  fifty-six,  as amended, or
  registered as a savings  and  loan  holding  company  (but  excluding  a
  diversified savings and loan holding company) under the federal national
  housing  act,  as  amended,  which  make  a  combined  return  under the
  provisions of subsection (f) of section fourteen hundred sixty-two;  (3)
  banking  corporations  described  in paragraph nine of subsection (a) of
  this section; (4) any captive REIT or captive RIC that is required to be
  included in a combined return under the provisions of subsection (f)  of
  section  fourteen  hundred  sixty-two  of  this  article;  and  (5)  any
  overcapitalized captive insurance company required to be included  in  a
  combined  return  under  subsection  (f)  of  section  fourteen  hundred
  sixty-two  of  this  article.  Provided,  however,  that  a  corporation
  described in paragraph three of this subsection which was subject to the
  tax  imposed  by  article  nine-A  of  this chapter for its taxable year
  ending during nineteen hundred eighty-four may, on  or  before  the  due
  date  for  filing  its return (determined with regard to extensions) for
  its taxable year ending during nineteen hundred eighty-five, make a  one
  time  election to continue to be taxable under such article nine-A. Such
  election shall continue to be in effect until revoked by  the  taxpayer.
  In no event shall such election or revocation be for a part of a taxable
  year.
    * NB Effective until January 1, 2011
    * (d)  Corporations  taxable under article nine-a. Notwithstanding the
  provisions  of  this  article,  all  corporations  of  classes  now   or
  heretofore  taxable  under article nine-a of this chapter shall continue
  to be taxable under article nine-a, except: (1)  corporations  organized
  under  article  five-a  of  the banking law; (2) corporations subject to
  article three-A of the banking law, or registered under the federal bank
  holding company act  of  nineteen  hundred  fifty-six,  as  amended,  or
  registered  as  a  savings  and  loan  holding  company (but excluding a
  diversified savings and loan holding company) under the federal national
  housing act,  as  amended,  which  make  a  combined  return  under  the
  provisions  of subsection (f) of section fourteen hundred sixty-two; and

  (3) banking corporations described in paragraph nine of  subsection  (a)
  of  section  fourteen  hundred  fifty-two.  Provided,  however,  that  a
  corporation described in paragraph three of this  subsection  which  was
  subject  to  the  tax  imposed by article nine-A of this chapter for its
  taxable year ending during  nineteen  hundred  eighty-four  may,  on  or
  before  the  due  date  for filing its return (determined with regard to
  extensions)  for  its  taxable  year  ending  during  nineteen   hundred
  eighty-five,  make  a  one time election to continue to be taxable under
  such article nine-A. Such election shall continue to be in effect  until
  revoked  by  the taxpayer. In no event shall such election or revocation
  be for a part of a taxable year.
    * NB Effective January 1, 2011
    (e)  Corporations  taxable  under  article  thirty-three.  Except  for
  corporations  described  in  subsection  (1) of section fourteen hundred
  fifty-three, corporations liable to tax under article thirty-three shall
  not be subject to tax under this article.
    (f) For exemption from tax of a qualified subchapter S subsidiary, see
  subsection (o) of section fourteen hundred fifty-three of this article.
    (g) A banking corporation organized under the laws of  a  country,  or
  any  political  subdivision  thereof, other than the United States shall
  not be deemed to be doing business in this state under this  article  if
  its  activities  in  this  state  are limited solely to (1) investing or
  trading in stocks and securities for its own account within the  meaning
  of clause (ii) of subparagraph (A) of paragraph (2) of subsection (b) of
  section  eight  hundred  sixty-four  of the internal revenue code or (2)
  investing or trading in commodities  for  its  own  account  within  the
  meaning  of  clause  (ii)  of  subparagraph  (B)  of  paragraph  (2)  of
  subsection (b) of section  eight  hundred  sixty-four  of  the  internal
  revenue   code  or  (3)  any  combination  of  activities  described  in
  paragraphs one and two of this subsection.
    (h)  Transitional   provisions   relating   to   the   enactment   and
  implementation    of    the    federal   Gramm-Leach-Bliley   act.   (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before January first, two thousand and was subject to tax under  article
  nine-A  of  this  chapter  for  its  last  taxable year beginning before
  January first, two thousand, shall continue to be taxable under  article
  nine-A  for  all  taxable years beginning on or after January first, two
  thousand and before January  first,  two  thousand  one.  The  preceding
  sentence  shall  not  apply  to  any  taxable  year  during  which  such
  corporation is a banking corporation described in paragraphs one through
  eight of subsection (a) of this section. Notwithstanding anything to the
  contrary contained in this section other than  subsection  (n)  of  this
  section,  a  banking  corporation  that  was in existence before January
  first, two thousand and was subject to tax under this  article  for  its
  last  taxable  year  beginning before January first, two thousand, shall
  continue to  be  taxable  under  this  article  for  all  taxable  years
  beginning  on  or  after  January first, two thousand and before January
  first, two  thousand  one.  Provided,  however,  that  nothing  in  this
  subsection  shall  prohibit  a  corporation  that  elected  pursuant  to
  subsection (d) of this section to be taxable  under  article  nine-A  of
  this  chapter  from  revoking  that  election  in  accordance  with such
  subsection (d).
    For purposes of this paragraph, a corporation shall be  considered  to
  be  subject  to  tax  under article nine-A of this chapter for a taxable
  year if such corporation was not a taxpayer but was properly included in
  a combined report filed pursuant to section two hundred eleven  of  this
  chapter  for  such taxable year and a corporation shall be considered to

  be subject to tax  under  this  article  for  a  taxable  year  if  such
  corporation  was  not a taxpayer but was properly included in a combined
  return filed pursuant to subsection  (f)  or  (g)  of  section  fourteen
  hundred  sixty-two  of this article for such taxable year. A corporation
  that was in existence before  January  first,  two  thousand  but  first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand and before January first, two thousand one, shall be
  considered for purposes of this paragraph to have been  subject  to  tax
  under article nine-A of this chapter for its last taxable year beginning
  before  January  first, two thousand if such corporation would have been
  subject to tax under such article for such taxable year if it had been a
  taxpayer during such taxable year. A corporation that was  in  existence
  before  January  first,  two  thousand but first becomes a taxpayer in a
  taxable year beginning on or  after  January  first,  two  thousand  and
  before January first, two thousand one, shall be considered for purposes
  of this paragraph to have been subject to tax under this article for its
  last  taxable  year beginning before January first, two thousand if such
  corporation would have been subject to tax under this article  for  such
  taxable year if it had been a taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other  than  subsection  (n) of this section, a corporation formed on or
  after January first, two thousand and before January first, two thousand
  one may elect to be subject to tax under this article or  under  article
  nine-A  of this chapter for its first taxable year beginning on or after
  January first, two thousand and before January first, two  thousand  one
  in  which  either  (i) sixty-five percent or more of its voting stock is
  owned or controlled, directly  or  indirectly  by  a  financial  holding
  company,  provided  the  corporation  whose  voting stock is so owned or
  controlled is principally engaged in activities that  are  described  in
  section  4(k)(4)  or  4(k)(5) of the federal bank holding company act of
  nineteen hundred fifty-six, as amended and the  regulations  promulgated
  pursuant  to  the  authority  of such section, or (ii) it is a financial
  subsidiary. An election under this  paragraph  may  not  be  made  by  a
  corporation  described in paragraphs one through eight of subsection (a)
  of this section or in subsection (e) of this section.  In  addition,  an
  election under this paragraph may not be made by a corporation that is a
  party  to  a reorganization, as defined in subsection (a) of section 368
  of the internal revenue code of  1986,  as  amended,  of  a  corporation
  described  in paragraph one of this subsection if both corporations were
  sixty-five percent or more owned or controlled, directly or  indirectly,
  by the same interests at the time of the reorganization.
    An  election  under  this paragraph must be made by the taxpayer on or
  before the due date for filing its return  (determined  with  regard  to
  extensions  of  time  for  filing)  for the applicable taxable year. The
  election to be taxed under article nine-A of this chapter shall be  made
  by  the  taxpayer  by filing the report required pursuant to section two
  hundred eleven of this chapter and the election to be taxed  under  this
  article  shall  be  made  by  the taxpayer by filing the return required
  pursuant to section fourteen hundred  sixty-two  of  this  article.  Any
  election  made pursuant to this paragraph shall be irrevocable and shall
  apply to each subsequent taxable year  beginning  on  or  after  January
  first, two thousand and before January first, two thousand one, provided
  that  the  stock ownership requirements described in subparagraph (i) of
  this paragraph are met or such  corporation  described  in  subparagraph
  (ii) of this paragraph continues as a financial subsidiary.
    (3)  For  purposes  of  this  section,  a financial subsidiary means a
  corporation (i) sixty-five percent or more  of  whose  voting  stock  is
  owned  or  controlled,  directly  or indirectly by a banking corporation

  described in paragraph one, two or  three  of  subsection  (a)  of  this
  section  and  (ii)  is  described  in  section  5136A(g)  of the revised
  statutes of the United States or  section  46  of  the  federal  deposit
  insurance   act.  For  purposes  of  this  article,  the  term  "banking
  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    (i)  Transitional   provisions   relating   to   the   enactment   and
  implementation    of    the    federal   Gramm-Leach-Bliley   act.   (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before January first, two thousand one and  was  subject  to  tax  under
  article  nine-A  of  this  chapter  for  its last taxable year beginning
  before January first, two thousand one, shall  continue  to  be  taxable
  under article nine-A for all taxable years beginning on or after January
  first,  two  thousand  one and before January first, two thousand three.
  The preceding sentence shall not apply to any taxable year during  which
  such  corporation  is  a banking corporation described in paragraphs one
  through  eight  of  subsection  (a)  of  this  section.  Notwithstanding
  anything to the contrary contained in this section other than subsection
  (n)  of this section, a banking corporation that was in existence before
  January first, two thousand one  and  was  subject  to  tax  under  this
  article  for  its  last taxable year beginning before January first, two
  thousand one, shall continue to be taxable under this  article  for  all
  taxable  years beginning on or after January first, two thousand one and
  before January  first,  two  thousand  three.  Provided,  however,  that
  nothing  in  this  subsection  shall prohibit a corporation that elected
  pursuant to subsection (d) of this section to be taxable  under  article
  nine-A  of  this  chapter from revoking that election in accordance with
  such subsection (d).
    For purposes of this paragraph, a corporation shall be  considered  to
  be  subject  to  tax  under article nine-A of this chapter for a taxable
  year if such corporation was not a taxpayer but was properly included in
  a combined report filed pursuant to section two hundred eleven  of  this
  chapter  for  such taxable year and a corporation shall be considered to
  be subject to tax  under  this  article  for  a  taxable  year  if  such
  corporation  was  not a taxpayer but was properly included in a combined
  return filed pursuant to subsection  (f)  or  (g)  of  section  fourteen
  hundred  sixty-two  of this article for such taxable year. A corporation
  that was in existence before January first, two thousand one  but  first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand one and before January first,  two  thousand  three,
  shall  be considered for purposes of this paragraph to have been subject
  to tax under article nine-A of this chapter for its  last  taxable  year
  beginning  before  January  first,  two thousand one if such corporation
  would have been subject to tax under such article for such taxable  year
  if  it  had been a taxpayer during such taxable year. A corporation that
  was in existence before  January  first,  two  thousand  one  but  first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand one and before January first,  two  thousand  three,
  shall  be considered for purposes of this paragraph to have been subject
  to tax under this article for its last  taxable  year  beginning  before
  January  first,  two  thousand  one  if such corporation would have been
  subject to tax under this article for such taxable year if it had been a
  taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other than subsection (n) of this section, a corporation  formed  on  or
  after  January  first,  two  thousand  one and before January first, two

  thousand three may elect to be subject to  tax  under  this  article  or
  under  article  nine-A  of  this  chapter  for  its  first  taxable year
  beginning on or after January first, two thousand one and before January
  first, two thousand three in which either (i) sixty-five percent or more
  of  its voting stock is owned or controlled, directly or indirectly by a
  financial holding company, provided the corporation whose  voting  stock
  is  so owned or controlled is principally engaged in activities that are
  described in section 4(k)(4) or 4(k)(5)  of  the  federal  bank  holding
  company   act   of  nineteen  hundred  fifty-six,  as  amended  and  the
  regulations promulgated pursuant to the authority of  such  section,  or
  (ii) it is a financial subsidiary.
    An  election  under  this  paragraph  may not be made by a corporation
  described in paragraphs one through eight  of  subsection  (a)  of  this
  section  or  in subsection (e) of this section. In addition, an election
  under this paragraph may not be made by a corporation that is a party to
  a reorganization, as defined in subsection (a) of  section  368  of  the
  internal revenue code of 1986, as amended, of a corporation described in
  paragraph  one  of  this subsection if both corporations were sixty-five
  percent or more owned or controlled, directly or indirectly, by the same
  interests at the time of the  reorganization.  An  election  under  this
  paragraph  must  be  made  by the taxpayer on or before the due date for
  filing its return (determined with regard  to  extensions  of  time  for
  filing)  for the applicable taxable year. The election to be taxed under
  article nine-A of this chapter shall be made by the taxpayer  by  filing
  the  report  required  pursuant  to  section  two hundred eleven of this
  chapter and the election to be taxed under this article shall be made by
  the taxpayer by filing the return required pursuant to section  fourteen
  hundred  sixty-two  of  this article. Any election made pursuant to this
  paragraph shall be  irrevocable  and  shall  apply  to  each  subsequent
  taxable  year  beginning on or after January first, two thousand one and
  before January first,  two  thousand  three,  provided  that  the  stock
  ownership  requirements  described in subparagraph (i) of this paragraph
  are met or such corporation  described  in  subparagraph  (ii)  of  this
  paragraph continues as a financial subsidiary.
    (3)  For  purposes  of  this  section,  a financial subsidiary means a
  corporation (i) sixty-five percent or more  of  whose  voting  stock  is
  owned  or  controlled,  directly  or indirectly by a banking corporation
  described in paragraph one, two or  three  of  subsection  (a)  of  this
  section  and  (ii)  is  described  in  section  5136A(g)  of the revised
  statutes of the United States or  section  46  of  the  federal  deposit
  insurance   act.  For  purposes  of  this  article,  the  term  "banking
  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    (j)  Transitional   provisions   relating   to   the   enactment   and
  implementation    of    the    federal   Gramm-Leach-Bliley   act.   (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before January first, two thousand three and was subject  to  tax  under
  article  nine-A  of  this  chapter  for  its last taxable year beginning
  before January first, two thousand three, shall continue to  be  taxable
  under article nine-A for all taxable years beginning on or after January
  first,  two  thousand three and before January first, two thousand four.
  The preceding sentence shall not apply to any taxable year during  which
  such  corporation  is  a banking corporation described in paragraphs one
  through  eight  of  subsection  (a)  of  this  section.  Notwithstanding
  anything to the contrary contained in this section other than subsection
  (n)  of this section, a banking corporation that was in existence before

  January first, two thousand three and was  subject  to  tax  under  this
  article  for  its  last taxable year beginning before January first, two
  thousand three, shall continue to be taxable under this article for  all
  taxable  years  beginning  on or after January first, two thousand three
  and before January first, two thousand  four.  Provided,  however,  that
  nothing  in  this  subsection  shall prohibit a corporation that elected
  pursuant to subsection (d) of this section to be taxable  under  article
  nine-A  of  this  chapter from revoking that election in accordance with
  such subsection (d).
    For purposes of this paragraph, a corporation shall be  considered  to
  be  subject  to  tax  under article nine-A of this chapter for a taxable
  year if such corporation was not a taxpayer but was properly included in
  a combined report filed pursuant to section two hundred eleven  of  this
  chapter  for  such taxable year and a corporation shall be considered to
  be subject to tax  under  this  article  for  a  taxable  year  if  such
  corporation  was  not a taxpayer but was properly included in a combined
  return filed pursuant to subsection  (f)  or  (g)  of  section  fourteen
  hundred  sixty-two  of this article for such taxable year. A corporation
  that was in existence before January first, two thousand three but first
  becomes a taxpayer in a taxable  year  beginning  on  or  after  January
  first,  two  thousand three and before January first, two thousand four,
  shall be considered for purposes of this paragraph to have been  subject
  to  tax  under  article nine-A of this chapter for its last taxable year
  beginning before January first, two thousand three if  such  corporation
  would  have been subject to tax under such article for such taxable year
  if it had been a taxpayer during such taxable year. A  corporation  that
  was  in  existence  before  January  first, two thousand three but first
  becomes a taxpayer in a taxable  year  beginning  on  or  after  January
  first,  two  thousand three and before January first, two thousand four,
  shall be considered for purposes of this paragraph to have been  subject
  to  tax  under  this  article for its last taxable year beginning before
  January first, two thousand three if such corporation  would  have  been
  subject to tax under this article for such taxable year if it had been a
  taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other  than  subsection  (n) of this section, a corporation formed on or
  after January first, two thousand three and before  January  first,  two
  thousand four may elect to be subject to tax under this article or under
  article  nine-A  of this chapter for its first taxable year beginning on
  or after January first, two thousand three and before January first, two
  thousand four in which either (i) sixty-five  percent  or  more  of  its
  voting  stock  is  owned  or  controlled,  directly  or  indirectly by a
  financial holding company, provided the corporation whose  voting  stock
  is  so owned or controlled is principally engaged in activities that are
  described in section 4(k)(4) or 4(k)(5)  of  the  federal  bank  holding
  company   act   of  nineteen  hundred  fifty-six,  as  amended  and  the
  regulations promulgated pursuant to the authority of  such  section,  or
  (ii) it is a financial subsidiary.
    An  election  under  this  paragraph  may not be made by a corporation
  described in paragraphs one through eight  of  subsection  (a)  of  this
  section  or  in subsection (e) of this section. In addition, an election
  under this paragraph may not be made by a corporation that is a party to
  a reorganization, as defined in subsection (a) of  section  368  of  the
  internal revenue code of 1986, as amended, of a corporation described in
  paragraph  one  of  this subsection if both corporations were sixty-five
  percent or more owned or controlled, directly or indirectly, by the same
  interests at the time of the  reorganization.  An  election  under  this
  paragraph  must  be  made  by the taxpayer on or before the due date for

  filing its return (determined with regard  to  extensions  of  time  for
  filing)  for the applicable taxable year. The election to be taxed under
  article nine-A of this chapter shall be made by the taxpayer  by  filing
  the  report  required  pursuant  to  section  two hundred eleven of this
  chapter and the election to be taxed under this article shall be made by
  the taxpayer by filing the return required pursuant to section  fourteen
  hundred  sixty-two  of  this article. Any election made pursuant to this
  paragraph shall be  irrevocable  and  shall  apply  to  each  subsequent
  taxable year beginning on or after January first, two thousand three and
  before  January  first,  two  thousand  four,  provided  that  the stock
  ownership requirements described in subparagraph (i) of  this  paragraph
  are  met  or  such  corporation  described  in subparagraph (ii) of this
  paragraph continues as a financial subsidiary.
    (3) For purposes of this  section,  a  financial  subsidiary  means  a
  corporation  (i)  sixty-five  percent  or  more of whose voting stock is
  owned or controlled, directly or indirectly  by  a  banking  corporation
  described  in  paragraph  one,  two  or  three of subsection (a) of this
  section and (ii)  is  described  in  section  5136A(g)  of  the  revised
  statutes  of  the  United  States  or  section 46 of the federal deposit
  insurance  act.  For  purposes  of  this  article,  the  term   "banking
  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    (k)   Transitional   provisions   relating   to   the   enactment  and
  implementation   of   the   federal    Gramm-Leach-Bliley    act.    (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before  January  first,  two  thousand four and was subject to tax under
  article nine-A of this chapter  for  its  last  taxable  year  beginning
  before  January  first,  two thousand four, shall continue to be taxable
  under article nine-A for all taxable years beginning on or after January
  first, two thousand four and before January first, two thousand six. The
  preceding sentence shall not apply to any taxable year during which such
  corporation is a banking corporation described in paragraphs one through
  eight of subsection (a) of this section. Notwithstanding anything to the
  contrary contained in this section other than  subsection  (n)  of  this
  section,  a  banking  corporation  that  was in existence before January
  first, two thousand four and was subject to tax under this  article  for
  its last taxable year beginning before January first, two thousand four,
  shall  continue  to  be taxable under this article for all taxable years
  beginning on or after  January  first,  two  thousand  four  and  before
  January first, two thousand six. Provided, however, that nothing in this
  subsection  shall  prohibit  a  corporation  that  elected  pursuant  to
  subsection (d) of this section to be taxable  under  article  nine-A  of
  this  chapter  from  revoking  that  election  in  accordance  with such
  subsection (d).
    For purposes of this paragraph, a corporation shall be  considered  to
  be  subject  to  tax  under article nine-A of this chapter for a taxable
  year if such corporation was not a taxpayer but was properly included in
  a combined report filed pursuant to section two hundred eleven  of  this
  chapter  for  such taxable year and a corporation shall be considered to
  be subject to tax  under  this  article  for  a  taxable  year  if  such
  corporation  was  not a taxpayer but was properly included in a combined
  return filed pursuant to subsection  (f)  or  (g)  of  section  fourteen
  hundred  sixty-two  of this article for such taxable year. A corporation
  that was in existence before January first, two thousand four but  first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand four and before January  first,  two  thousand  six,

  shall  be considered for purposes of this paragraph to have been subject
  to tax under article nine-A of this chapter for its  last  taxable  year
  beginning  before  January first, two thousand four, if such corporation
  would  have been subject to tax under such article for such taxable year
  if it had been a taxpayer during such taxable year. A  corporation  that
  was  in  existence  before  January  first, two thousand four, but first
  becomes a taxpayer in a taxable  year  beginning  on  or  after  January
  first,  two  thousand  four  and before January first, two thousand six,
  shall be considered for purposes of this paragraph to have been  subject
  to  tax  under  this  article for its last taxable year beginning before
  January first, two thousand four if such  corporation  would  have  been
  subject to tax under this article for such taxable year if it had been a
  taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other  than  subsection  (n) of this section, a corporation formed on or
  after January first, two thousand four and  before  January  first,  two
  thousand  six may elect to be subject to tax under this article or under
  article nine-A of this chapter for its first taxable year  beginning  on
  or  after January first, two thousand four and before January first, two
  thousand six in which either (i)  sixty-five  percent  or  more  of  its
  voting  stock  is  owned  or  controlled,  directly  or  indirectly by a
  financial holding company, provided the corporation whose  voting  stock
  is  so owned or controlled is principally engaged in activities that are
  described in section 4(k)(4) or 4(k)(5)  of  the  federal  bank  holding
  company   act   of  nineteen  hundred  fifty-six,  as  amended  and  the
  regulations promulgated pursuant to the authority of  such  section,  or
  (ii) it is a financial subsidiary.
    An  election  under  this  paragraph  may not be made by a corporation
  described in paragraphs one through eight  of  subsection  (a)  of  this
  section  or  in subsection (e) of this section. In addition, an election
  under this paragraph may not be made by a corporation that is a party to
  a reorganization, as defined in subsection (a) of section three  hundred
  sixty-eight  of  the  internal  revenue  code of nineteen eighty-six, as
  amended, of a corporation described in paragraph one of this  subsection
  if   both   corporations  were  sixty-five  percent  or  more  owned  or
  controlled, directly or indirectly, by the same interests at the time of
  the reorganization. An election under this paragraph must be made by the
  taxpayer on or before the due date for  filing  its  return  (determined
  with regard to extensions of time for filing) for the applicable taxable
  year.  The  election  to  be  taxed under article nine-A of this chapter
  shall be made by the taxpayer by filing the report required pursuant  to
  section  two hundred eleven of this chapter and the election to be taxed
  under this article shall be made by the taxpayer by  filing  the  return
  required pursuant to section fourteen hundred sixty-two of this article.
  Any  election  made  pursuant to this paragraph shall be irrevocable and
  shall apply to each  subsequent  taxable  year  beginning  on  or  after
  January  first, two thousand four and before January first, two thousand
  six,  provided  that  the  stock  ownership  requirements  described  in
  subparagraph (i) of this paragraph are met or such corporation described
  in  subparagraph  (ii)  of  this  paragraph  continues  as  a  financial
  subsidiary.
    (3) For purposes of this  section,  a  financial  subsidiary  means  a
  corporation  (i)  sixty-five  percent  or  more of whose voting stock is
  owned or controlled, directly or indirectly  by  a  banking  corporation
  described  in  paragraph  one,  two  or  three of subsection (a) of this
  section and (ii)  is  described  in  section  5136A(g)  of  the  revised
  statutes  of  the  United  States  or  section  forty-six of the federal
  deposit insurance act. For purposes of this article, the  term  "banking

  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    (l)   Transitional   provisions   relating   to   the   enactment  and
  implementation   of   the   federal    Gramm-Leach-Bliley    act.    (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before  January  first,  two  thousand  six and was subject to tax under
  article nine-A of this chapter  for  its  last  taxable  year  beginning
  before  January  first,  two  thousand six, shall continue to be taxable
  under article nine-A for all taxable years beginning on or after January
  first, two thousand six and before January first,  two  thousand  eight.
  The  preceding sentence shall not apply to any taxable year during which
  such corporation is a banking corporation described  in  paragraphs  one
  through  eight  of  subsection  (a)  of  this  section.  Notwithstanding
  anything to the contrary contained in this section other than subsection
  (n) of this section, a banking corporation that was in existence  before
  January  first,  two  thousand  six  and  was  subject to tax under this
  article for its last taxable year beginning before  January  first,  two
  thousand  six,  shall  continue to be taxable under this article for all
  taxable years beginning on or after January first, two thousand six  and
  before  January  first,  two  thousand  eight.  Provided,  however, that
  nothing in this subsection shall prohibit  a  corporation  that  elected
  pursuant  to  subsection (d) of this section to be taxable under article
  nine-A of this chapter from revoking that election  in  accordance  with
  such subsection (d).
    For  purposes  of this paragraph, a corporation shall be considered to
  be subject to tax under article nine-A of this  chapter  for  a  taxable
  year if such corporation was not a taxpayer but was properly included in
  a  combined  report filed pursuant to section two hundred eleven of this
  chapter for such taxable year and a corporation shall be  considered  to
  be  subject  to  tax  under  this  article  for  a  taxable year if such
  corporation was not a taxpayer but was properly included in  a  combined
  return  filed  pursuant  to  subsection  (f)  or (g) of section fourteen
  hundred sixty-two of this article for such taxable year.  A  corporation
  that  was  in existence before January first, two thousand six but first
  becomes a taxpayer in a taxable  year  beginning  on  or  after  January
  first,  two  thousand  six and before January first, two thousand eight,
  shall be considered for purposes of this paragraph to have been  subject
  to  tax  under  article nine-A of this chapter for its last taxable year
  beginning before January first, two thousand  six  if  such  corporation
  would  have been subject to tax under such article for such taxable year
  if it had been a taxpayer during such taxable year. A  corporation  that
  was  in  existence  before  January  first,  two  thousand six but first
  becomes a taxpayer in a taxable  year  beginning  on  or  after  January
  first,  two  thousand  six and before January first, two thousand eight,
  shall be considered for purposes of this paragraph to have been  subject
  to  tax  under  this  article for its last taxable year beginning before
  January first, two thousand six if  such  corporation  would  have  been
  subject to tax under this article for such taxable year if it had been a
  taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other  than  subsection  (n) of this section, a corporation formed on or
  after January first, two thousand six  and  before  January  first,  two
  thousand  eight  may  elect  to  be subject to tax under this article or
  under article  nine-A  of  this  chapter  for  its  first  taxable  year
  beginning on or after January first, two thousand six and before January
  first, two thousand eight in which either (i) sixty-five percent or more

  of  its voting stock is owned or controlled, directly or indirectly by a
  financial holding company, provided the corporation whose  voting  stock
  is  so owned or controlled is principally engaged in activities that are
  described  in  section  4(k)(4)  or  4(k)(5) of the federal bank holding
  company  act  of  nineteen  hundred  fifty-six,  as  amended   and   the
  regulations  promulgated  pursuant  to the authority of such section, or
  (ii) it is a financial subsidiary. An election under this paragraph  may
  not  be  made by a corporation described in paragraphs one through eight
  of subsection (a) of this section or in subsection (e) of this  section.
  In  addition,  an  election  under  this  paragraph may not be made by a
  corporation  that  is  a  party  to  a  reorganization,  as  defined  in
  subsection  (a)  of section 368 of the internal revenue code of 1986, as
  amended, of a corporation described in paragraph one of this  subsection
  if   both   corporations  were  sixty-five  percent  or  more  owned  or
  controlled, directly or indirectly, by the same interests at the time of
  the reorganization.
    An election under this paragraph must be made by the  taxpayer  on  or
  before  the  due  date  for filing its return (determined with regard to
  extensions of time for filing) for  the  applicable  taxable  year.  The
  election  to be taxed under article nine-A of this chapter shall be made
  by the taxpayer by filing the report required pursuant  to  section  two
  hundred  eleven  of this chapter and the election to be taxed under this
  article shall be made by the taxpayer  by  filing  the  return  required
  pursuant  to  section  fourteen  hundred  sixty-two of this article. Any
  election made pursuant to this paragraph shall be irrevocable and  shall
  apply  to  each  subsequent  taxable  year beginning on or after January
  first, two thousand six and before January first,  two  thousand  eight,
  provided that the stock ownership requirements described in subparagraph
  (i)  of  this  paragraph  are  met  or  such  corporation  described  in
  subparagraph (ii) of this paragraph continues as a financial subsidiary.
    (3) For purposes of this  section,  a  financial  subsidiary  means  a
  corporation  (i)  sixty-five  percent  or  more of whose voting stock is
  owned or controlled, directly or indirectly  by  a  banking  corporation
  described  in  paragraph  one,  two  or  three of subsection (a) of this
  section and (ii)  is  described  in  section  5136A(g)  of  the  revised
  statutes  of  the  United  States  or  section 46 of the federal deposit
  insurance  act.  For  purposes  of  this  article,  the  term   "banking
  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    (m)   Transitional   provisions   relating   to   the   enactment  and
  implementation   of   the   federal    Gramm-Leach-Bliley    act.    (1)
  Notwithstanding anything to the contrary contained in this section other
  than subsection (n) of this section, a corporation that was in existence
  before  January  first,  two thousand eight and was subject to tax under
  article nine-A of this chapter  for  its  last  taxable  year  beginning
  before  January  first, two thousand eight, shall continue to be taxable
  under such article for all taxable years beginning on or  after  January
  first,  two  thousand  eight and before January first, two thousand ten.
  The preceding sentence shall not apply to any taxable year during  which
  such  corporation  is  a banking corporation described in paragraphs one
  through  eight  of  subsection  (a)  of  this  section.  Notwithstanding
  anything to the contrary contained in this section other than subsection
  (n)  of  this  section, a banking corporation or corporation that was in
  existence before January first, two thousand eight and  was  subject  to
  tax  under  this  article  for  its  last  taxable year beginning before
  January first, two thousand eight, shall continue to  be  taxable  under
  this  article for all taxable years beginning on or after January first,

  two thousand eight and before January first,  two  thousand  ten  or  in
  which  the  corporation  satisfies the requirements for a corporation to
  elect to be taxable under this article. Provided further,  that  nothing
  in this subsection shall prohibit a corporation that elected pursuant to
  subsection  (d)  of  this  section to be taxable under article nine-A of
  this chapter  from  revoking  that  election  in  accordance  with  such
  subsection (d).
    For  purposes  of this paragraph, a corporation shall be considered to
  be subject to tax under article nine-A of this  chapter  for  a  taxable
  year if such corporation was not a taxpayer but was properly included in
  a  combined  report filed pursuant to section two hundred eleven of this
  chapter for such taxable year and a corporation shall be  considered  to
  be  subject  to  tax  under  this  article  for  a  taxable year if such
  corporation was not a taxpayer but was properly included in  a  combined
  return  filed  pursuant  to  subsection  (f)  or (g) of section fourteen
  hundred sixty-two of this article for such taxable year.  A  corporation
  that was in existence before January first, two thousand eight but first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand eight and before January first,  two  thousand  ten,
  shall  be considered for purposes of this paragraph to have been subject
  to tax under article nine-A of this chapter for its  last  taxable  year
  beginning  before  January first, two thousand eight if such corporation
  would have been subject to tax under such article for such taxable  year
  if  it  had been a taxpayer during such taxable year. A corporation that
  was in existence before January first,  two  thousand  eight  but  first
  becomes  a  taxpayer  in  a  taxable  year beginning on or after January
  first, two thousand eight and before January first,  two  thousand  ten,
  shall  be considered for purposes of this paragraph to have been subject
  to tax under this article for its last  taxable  year  beginning  before
  January  first,  two  thousand eight if such corporation would have been
  subject to tax under this article for such taxable year if it had been a
  taxpayer during such taxable year.
    (2) Notwithstanding anything to the contrary contained in this section
  other than subsection (n) of this section, as added by a chapter of  the
  laws  of  two  thousand  seven, a corporation formed on or after January
  first, two thousand eight and before January first, two thousand ten may
  elect to be subject to tax under this article or under article nine-A of
  this chapter for its first taxable year beginning on  or  after  January
  first,  two thousand eight and before January first, two thousand ten in
  which either (i) sixty-five percent or more of its voting stock is owned
  or controlled, directly or indirectly by a  financial  holding  company,
  provided the corporation whose voting stock is so owned or controlled is
  principally  engaged in activities that are described in section 4(k)(4)
  or 4(k)(5) of the federal bank holding company act of  nineteen  hundred
  fifty-six,  as  amended  and the regulations promulgated pursuant to the
  authority of such section, or (ii) it  is  a  financial  subsidiary.  An
  election under this paragraph may not be made by a corporation described
  in  paragraphs one through eight of subsection (a) of this section or in
  subsection (e) of this section. In  addition,  an  election  under  this
  paragraph  may  not  be  made  by  a  corporation  that  is a party to a
  reorganization, as defined in subsection  (a)  of  section  368  of  the
  internal revenue code of 1986, as amended, of a corporation described in
  paragraph  one  of  this subsection if both corporations were sixty-five
  percent or more owned or controlled, directly or indirectly, by the same
  interests at the time of the reorganization.
    An election under this paragraph must be made by the  taxpayer  on  or
  before  the  due  date  for filing its return (determined with regard to
  extensions of time for filing) for  the  applicable  taxable  year.  The

  election  to be taxed under article nine-A of this chapter shall be made
  by the taxpayer by filing the report required pursuant  to  section  two
  hundred  eleven  of this chapter and the election to be taxed under this
  article  shall  be  made  by  the taxpayer by filing the return required
  pursuant to section fourteen hundred  sixty-two  of  this  article.  Any
  election  made pursuant to this paragraph shall be irrevocable and shall
  apply to each subsequent taxable year  beginning  on  or  after  January
  first,  two  thousand  eight and before January first, two thousand ten,
  provided that the stock ownership and activities requirements  described
  in  subparagraph  (i)  of  this  paragraph  are  met or such corporation
  described  in  subparagraph  (ii)  of  this  paragraph  continues  as  a
  financial subsidiary.
    (3)  For  purposes  of  this  section,  a financial subsidiary means a
  corporation (i) sixty-five percent or more  of  whose  voting  stock  is
  owned  or  controlled,  directly  or indirectly by a banking corporation
  described in paragraph one, two or  three  of  subsection  (a)  of  this
  section  and  (ii)  is  described  in  section  5136A(g)  of the revised
  statutes of the United States or  section  46  of  the  federal  deposit
  insurance   act.  For  purposes  of  this  article,  the  term  "banking
  corporation" shall include a corporation electing to be taxed under this
  article pursuant to paragraph two of this subsection for so long as such
  election shall be in effect.
    * (4) The provisions of this subsection shall not apply to  a  captive
  REIT, a captive RIC or an overcapitalized captive insurance company.
    * NB Repealed January 1, 2011
    (n)(1)  Notwithstanding  anything  in this article to the contrary, if
  any of the conditions described in paragraph three  of  this  subsection
  apply  to  a corporation that has made either the election to be taxable
  under article nine-A of this chapter pursuant to the  Gramm-Leach-Bliley
  transitional  provisions  in  this  section, or the election pursuant to
  subsection (d) of this section to continue to be taxable  under  article
  nine-A  of  this  chapter (hereinafter the "electing corporation"), then
  such corporation shall be deemed to have revoked the election as of  the
  first day of the taxable year in which such condition applied.
    (2)  Notwithstanding  anything in this article to the contrary, if any
  of the conditions described in paragraph three of this subsection  apply
  to  a  corporation  required  to be taxable under article nine-A of this
  chapter pursuant to the Gramm-Leach-Bliley  transitional  provisions  in
  this   section   (hereinafter  the  "grandfathered  corporation"),  such
  corporation, if it is otherwise described  in  subsection  (a)  of  this
  section,  shall be taxable under this article as of the first day of the
  taxable year in which such condition applied.
    (3) The  provisions  of  paragraph  one  and  paragraph  two  of  this
  subsection shall apply if any of the following conditions exist or occur
  with   respect   to   the  electing  corporation  or  the  grandfathered
  corporation in  a  taxable  year  (including  any  short  taxable  year)
  beginning on or after January first, two thousand seven:
    (A)  the  corporation  ceases to be a taxpayer under article nine-A of
  this chapter;
    (B) the corporation becomes subject to the fixed  dollar  minimum  tax
  under clause (F) of subparagraph one of paragraph (d) of subdivision one
  of section two hundred ten of this chapter;
    (C)  the  corporation  has  no wages or receipts allocable to New York
  state pursuant to subdivision three of section two hundred ten  of  this
  chapter, or is otherwise inactive; provided that this subparagraph shall
  not  apply  to a corporation which is engaged in the active conduct of a
  trade or business, or substantially all of the assets of which are stock
  and  securities  of  corporations  which  are  directly  or   indirectly

  controlled  by  it  and  are engaged in the active conduct of a trade or
  business;
    (D)  sixty-five percent or more of the voting stock of the corporation
  becomes owned or controlled directly by a corporation that acquired  the
  stock  in  a  transaction  (or  series  of  related  transactions)  that
  qualifies as a  purchase  within  the  meaning  of  paragraph  three  of
  subsection  (h)  of  section  three hundred thirty-eight of the internal
  revenue code unless the corporation whose stock  was  acquired  and  the
  corporation   acquiring  the  stock  were,  immediately  prior  to  such
  purchase, members of the same affiliated group (as such term is  defined
  in  section  fifteen  hundred  four of the internal revenue code without
  regard to  the  exclusions  provided  for  in  subsection  (b)  of  such
  section);  provided that any acquisition that was completed on or before
  January third, two thousand seven shall be treated for purposes of  this
  subparagraph  as  an acquisition made before January first, two thousand
  seven; or
    (E)  the  corporation,  in  a  transaction  or   series   of   related
  transactions,  acquires  assets,  whether  by contribution, purchase, or
  otherwise, having  an  average  value  (determined  in  accordance  with
  subdivision  two  of  section  two  hundred ten of this chapter), or, if
  greater, a total tax basis, in excess of forty percent  of  the  average
  value,  or,  if  greater,  the total tax basis, of all the assets of the
  corporation immediately prior to such acquisition and  as  a  result  of
  such  acquisition  the  corporation is principally engaged in a business
  that  is  different  from  the  business  immediately  prior   to   such
  acquisition,  provided  that  such  different  business  is described in
  subparagraph (i), (ii) or (iii) of paragraph nine of subsection  (a)  of
  this section.