TITLE XXXV BANKS AND BANKING; LOAN ASSOCIATIONS; CREDIT UNIONS
CHAPTER 383-A BANK AND CREDIT UNION REGULATORY AND ENFORCEMENT
ARTICLE 3 Organization of State Banks
Section 383-A:3-305
383-A:3-305 Application. –
(a) The organizer of a state bank shall apply for a charter by filing an application under RSA 383-A:6-602. The commissioner shall prescribe the form of the application. The form shall specify information required to process the application for the type of state bank to be organized. The information shall include: the name of the state bank; the address of a depository bank's principal office; the state bank's registered agent and registered office; the name and address of each organizer; the name, address, background, and experience of the proposed directors and the executive officers; for trust companies and family trust companies, the proposed work location for each executive officer where the executive officer will conduct trust business; the name, address, and equity interest of each person holding 10 percent or more of the state bank's voting interests or other beneficial interests; the proposed organizational documents, including the organizational instrument executed by the organizer; a capital plan for the first 5 years of operations, including a statement as to the amount of the proposed initial capital, an explanation as to why that amount of capital is adequate for its business operations, and the sources and uses of capital; a business plan describing the business of the state bank, the customers or markets that it intends to serve, and its business strategy for the first 5 years of operation; pro forma financial statements for the first 5 years of operations; and any other facts or circumstances deemed relevant to the application by the commissioner.
(b)(1) The commissioner shall review the application, and, within 30 days of its receipt, determine if it is substantially complete. An application is complete if it contains all the information required in subsection (a) and RSA 383-A:3-304, the organizer has paid the application fee, and the application meets all other requirements as the commissioner may prescribe by rule. If the application is deemed to be incomplete, then the commissioner shall notify the organizer, and the organizer shall have 30 days to provide the required information.
(2) If the commissioner determines that the application is substantially complete under subsection (b)(1), then he or she shall so notify the organizer, and, within 30 days, the organizer shall cause a public notice of the application to be published in a newspaper of general circulation or other media acceptable to the commissioner. The form of public notice shall be prescribed by the commissioner. The notice shall state a date before which objections may be filed, which date shall not be earlier than 14 days after the publication of the notice. Within the time specified, any interested person may file with the commissioner a statement of objection to the granting of the application.
(c) At any time after being submitted, the commissioner may deem the application to be abandoned if the organizer fails to furnish required information and certifications or the required fee within 30 days after a request made by the commissioner.
(d) If the commissioner determines that the application is substantially complete, then he or she shall promptly conduct an examination of all relevant facts connected with the organization of the state bank. The commissioner may examine the following factors:
(1) Whether the proposed organizational structure is adequate to manage the proposed state bank.
(2) Whether the proposed capital as set forth in the capital plan is adequate in relation to the proposed business of the proposed state bank.
(3) Whether the business plan sets forth a reasonable basis to indicate a reasonable probability of success and profitability.
(4) Whether the proposed executive officers and directors collectively, have sufficient experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed state bank will be free from improper or unlawful influence and otherwise will operate in compliance with law.
(5) Whether the proposed name of the proposed state bank is likely to mislead the public as to its character or purpose or is the same as a name already adopted by an existing state bank in this state or so similar to a name already in use by a bank or another entity as to be likely to mislead the public.
(6) Any other factor relevant to the type of state bank being proposed, as the commissioner may determine.
(e)(1) The commissioner may require a background investigation and criminal history records check on any one or more of the organizer, directors, and executive officers. The commissioner may also require a background investigation and criminal history records check on any natural person who directly or indirectly, or with a group of persons acting in concert, has the right to vote 10 percent or more of voting interests or owns 10 percent or more of the beneficial interests in the proposed state bank. The commissioner may also require financial and other information from any entity that on its own or collectively with its directors, executive officers, and other persons, holds 10 percent or more of the voting interests or 10 percent or more of the beneficial interests in the proposed state bank.
(2) For purposes of this subsection, the following groups of persons shall be presumed to be acting in concert: (i) an entity and any shareholder, member, partner, trustee, or executive officer of the entity, if both the entity and the person hold directly or indirectly voting interests or beneficial interests in the proposed state bank, (ii) a person and the person's immediate family which hold directly or indirectly voting interests or beneficial interests in the proposed state bank; or (iii) entities under common control of those persons.
(3) If required by the commissioner, the persons described in subsections (e)(1) and (e)(2) shall submit to the department a criminal history records release form, as provided by the New Hampshire department of safety, division of state police, which authorizes the release of the person's criminal records, if any, and a complete set of fingerprints taken by a qualified law enforcement agency or an authorized employee of the department. If the first set of fingerprints is invalid due to insufficient pattern, then a second set of fingerprints may be necessary in order to complete the criminal history records check. If, after 2 attempts, a set of fingerprints is invalid due to insufficient pattern, then, in lieu of the criminal history records check, the department may accept police clearances from every city, town, or county where the person has lived during the past 5 years.
(4) The commissioner shall submit the criminal history records release form to the division of state police which shall conduct a criminal history records check through its records and through the Federal Bureau of Investigation. Upon completion of the background investigation, the division of state police shall release copies of the criminal conviction records to the department. The department shall maintain the confidentiality of all criminal history records information received under this subsection.
(5) Notwithstanding subsections (e)(1) through (e)(4), if the state bank is organized on an interim basis for the sole purpose of effecting either a reorganization of a state bank into a holding company structure or the acquisition of a foreign state bank by a bank holding company, then the holding company may organize and be the sole organizer of the interim state bank, and only the persons who will serve as directors or executive officers of the resulting state bank and are not already serving as directors or executive officers of the existing state bank shall be required to comply with subsections (e)(1) through (e)(4).
(6) In addition to paying the cost for any examination or investigation of the background and criminal history of any person pursuant to this section, the organizer shall pay the actual costs of each background investigation and criminal history records check.
(f) All documents and communications submitted in connection with an application, which are classified as confidential under RSA 383:10-b, and all records of investigations and reports of examinations by the commissioner related to the application shall be treated as confidential and subject to RSA 383:10-b.