1 General Provisions

TITLE XXXV
BANKS AND BANKING; LOAN ASSOCIATIONS; CREDIT UNIONS

Chapter 383-A
BANK AND CREDIT UNION REGULATORY AND ENFORCEMENT

ARTICLE 1
General Provisions

Section 383-A:1-101

    383-A:1-101 Short Title. – This chapter shall be known and cited as the "Bank and Credit Union Act."

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:1-102

    383-A:1-102 Scope. – Articles 1, 2, 4, 5, 6, and 7 of this chapter apply to state banks and credit unions, except as otherwise expressly provided. Article 3 of this chapter applies only to state banks. In addition, depository banks are governed by RSA 383-B, trust companies are governed by RSA 383-C, family trust companies are governed by RSA 383-D, and credit unions are governed by RSA 383-E. Article 6 of this chapter also applies to banks and bank holding companies involved in an act or transaction with a state bank or credit union requiring the filing of a notice or an application with the commissioner.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:1-103

    383-A:1-103 Reservation of Power to Amend or Repeal. – The general court has power to amend or repeal all or part of this chapter at any time, and all persons subject to this chapter are governed by the amendment or repeal.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:1-104

    383-A:1-104 Commissioner. – The commissioner shall have the powers necessary or incidental to performing all of the commissioner's duties under this chapter, including the power to adopt rules as provided in this chapter in accordance with RSA 541-A. All rules previously adopted by the commissioner relating to the subject matter of this chapter shall be subject to RSA 541-A:17.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:2-201

    383-A:2-201 Definitions. –
(a) For purposes of RSA 383, RSA 383-A, RSA 383-B, RSA 383-C, RSA 383-D, and RSA 383-E, the following definitions shall apply:
(1) "Affiliate" shall have the same meaning as in 12 U.S.C. section 371c(b)(1), as amended from time to time.
(2) "Association member" means a person who has a right to vote in a savings association. The rights of association members are set forth in RSA 383-B:6-605(b).
(3) "Bank" means a state bank, national bank, federal savings bank, or foreign state bank.
(4) "Bank holding company" means an entity which is a bank holding company under the Federal Bank Holding Company Act of 1956, or a federal savings and loan company under the Federal Home Owners' Loan Act, as may be amended from time to time.
(5) "Banking Acts" means the Bank and Credit Union Act (RSA 383-A), the Depository Bank Act (RSA 383-B), the Trust Company Act (RSA 383-C), and the Family Trust Company Act (RSA 383-D).
(6) "Banking business" means a banking business as described in article 3 of RSA 383-B.
(7) "Board of directors" means the board of directors or trustees of a corporation or the board of managers of a limited liability company.
(8) "Bond" means debt obligation issued under indenture or deed of trust.
(9) "Capital debenture" means an unsecured debt obligation issued by any bank to provide capital.
(10) "Combination" means a merger or consolidation by and between entities or a purchase and assumption of substantially all of the assets and liabilities by one entity of another entity.
(11) "Commissioner" means the New Hampshire bank commissioner.
(12) "Corporate security" means a debt security, preferred stock, or common stock of a publicly held corporation, except a government corporation, existing under the laws of the United States or any state thereof.
(13) "Corporation Act" means RSA 293-A or any replacement or successor New Hampshire statutes.
(14) "Corporator" means an incorporator of a mutual savings bank or mutual holding company, any person chosen as a successor to an incorporator, and any person who is elected by the other corporators of a mutual savings bank or mutual holding company to serve as a corporator of the mutual savings bank or mutual holding company in accordance with its organizational documents. The rights and duties of corporators are set forth in RSA 383-B:6-605(a).
(15) "Credit union" means (i) an entity that is organized under RSA 383-E, or (ii) an entity that was organized under the prior laws of this state and was authorized to operate as a credit union. If the term is modified by the words "federal" or "foreign," then the modification is intended to clarify distinctions between New Hampshire-chartered credit unions and credit unions chartered by federal or other state regulatory authorities.
(16) "Debt security" means a bond, note, debenture, or other debt obligation.
(17) "Department" means the New Hampshire banking department.
(18) "Deposit" means a deposit defined under 12 U.S.C. section 1813(l).
(19) "Deposit account" means an account owned by a depositor.
(20) "Depositor" means any person who makes a deposit.
(21) "Depository bank" means (i) an entity that is organized under the laws of this state and is authorized to engage in a banking business under RSA 383-B, or (ii) any type of entity that was organized under the prior laws of this state as a trust company, mutual bank, guaranty savings bank, or other banking entity and was authorized to accept deposits and make loans.
(22) "Director" means a member of a board of directors.
(23) "Entity" means a person other than a natural person.
(24) "Exchange" means the New York Stock Exchange, NASDAQ, the Over-The Counter Market (as quoted on the OTC Bulletin Board), or any other exchange approved by the commissioner on which securities are listed and traded.
(25) "Executive officer" means a president, executive vice president, senior vice president, treasurer, or any other officer with discretion or ability to set policy or manage or direct affairs of a bank.
(26) "Family trust company" means (i) a trust company that is organized under the laws of this state and authorized to engage in trust business under RSA 383-D, or (ii) any entity that was organized as a family trust company under the prior laws of this state.
(27) "Federal savings bank" means any savings bank or savings association organized under federal law.
(27-a) "Financial institution" means any state bank or credit union and any similar institution organized under the provisions of federal law.
(28) "Foreign state bank" means a bank chartered by a state other than New Hampshire which is authorized to accept deposits.
(29) "Include" or "including" means to comprise or comprehend any item listed following the use of the term and any other item that is reasonably implied from the context of its use. The term is intended to be expansive rather than restrictive.
(30) "Investment grade debt security" means a debt security that is issued by an issuer which has an adequate capacity to meet financial commitments for the life of the security. An issuer has adequate capacity to meet its financial commitments if the risk of default is low and the full and timely repayment of principal and interest is expected.
(31) "Investor-owned bank" means a bank other than a mutual bank.
(32) "LLC Act" means RSA 304-C or any replacement or successor New Hampshire statutes.
(33) "Mutual bank" means a mutual savings bank or savings association.
(34) "Mutual holding company" means (i) an entity that is organized under the laws of this state to become, or continues in mutual form as, the majority shareholder of a mutual bank following its reorganization into a bank holding company structure, or (ii) an entity that was organized as a mutual holding company under the prior laws of this state.
(35) "Mutual savings bank" means (i) a depository bank that is organized under the laws of this state, is owned by its depositors and has corporators who elect directors and vote on corporate matters as provided in RSA 383-B:6-605(a), or (ii) a depository bank that was organized as a mutual savings bank under the prior laws of this state.
(36) "National bank" means any national bank or banking association organized under the National Bank Act, as may be amended from time to time.
(37) "New Hampshire bank holding company" means a bank holding company that owns or controls one or more depository banks with respect to which the largest amount of total deposits of these banks is located in New Hampshire.
(37-a) "New Hampshire Benefit Corporation Act" means RSA 293-C or any replacement or successor New Hampshire statutes.
(38) "Note" means a debt obligation issued under terms and conditions specified in the note instrument.
(39) "NRSRO" means a nationally recognized statistical rating organization designated by the U.S. Securities and Exchange Commission. Ratings of any NRSRO relied upon under this chapter shall be expressed in accordance with standard rating categories.
(40) "Obligation" means a debt security issued or assumed by an obligor and unconditionally guaranteed as to the payment of principal and interest by the obligor.
(41) "Organizations Act" means the Corporation Act and the New Hampshire Benefit Corporation Act, if applicable, or the LLC Act; and "Organizations Acts" means the Corporation Act and the New Hampshire Benefit Corporation Act, if applicable, and the LLC Act.
(42) "Organizational instrument" means the articles of incorporation or articles of agreement of a bank organized as a corporation, the certificate of formation of a bank organized as a limited liability company, or the bylaws of a credit union.
(43) "Organizational documents" means the organizational instrument, the bylaws of a corporation, the operating agreement of a limited liability company, the bylaws of a credit union, and other documents governing the organization of a bank or a credit union or the conduct of its business.
(44) "Organizer" means a person or persons who organize a bank under article 3 of this chapter or a credit union under RSA 383-E.
(45) "Person" means a natural person or entity.
(46) "Public obligation" means a debt security of the United States of America, any state, any state entity, any sovereign nation, or any governmental unit of a sovereign nation.
(47) "Regulatory authority" means a state or federal governmental agency, department or body, other than the commissioner and the department, having supervisory authority over banks or credit unions or regulatory authority over their banking or credit union activities. The term may be modified by the words "federal" or "foreign" to clarify its meaning.
(48) "Savings association" means (i) a depository bank that is organized under the laws of this state, is owned by its depositors and has association members who elect directors and vote on corporate matters as provided in RSA 383-B:6-605(b), or (ii) a depository bank that was organized as a cooperative bank, building and loan association, or savings and loan association under the prior laws of this state.
(48-a) "Service entity" means a corporation, limited liability company, limited partnership, or other legal entity which primarily provides activities or services to or in support of the routine operations of depository banks and credit unions. "Service entity" includes "service organization" and "service corporation."
(49) "State bank" means a depository bank, a trust company, or family trust company.
(50) "State entity" means any governmental unit of a state, such as a county, city, town, district, village district, school district or precinct and shall be included in the definition of "entity."
(51) "Trust business" means a trust business as described in article 3 of RSA 383-C.
(52) "Trust company" means (i) an entity organized under the laws of this state that is authorized to engage in a trust business under RSA 383-C, but is not authorized to accept deposits, or (ii) any entity that was organized as a trust company under the prior laws of this state but was not authorized to accept deposits.
(53) "Unit investment trust" means a fund created under a trust agreement which is registered as a unit investment trust under the Investment Company Act of 1940, as amended from time to time.
(54) "Years" means calendar years, fiscal years or nearer periods of 12 months next preceding a referenced date.
(b) Whenever a federal law or rule is referenced by incorporation in the Bank and Credit Union Act, the Depository Bank Act, the Trust Company Act, the Family Trust Company Act, or the Credit Union Act, the reference is to the law or rule as may be amended from time to time.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 115:1, 2, eff. Aug. 20, 2019; 169:1, eff. July 10, 2019. 2021, 51:8, 9, eff. July 24, 2021.

Section 383-A:3-301

    383-A:3-301 Organization of Banks. – This article shall govern the organization of state banks. The commissioner may adopt rules relating to the forms and procedures related to the organization of state banks, amendment of their charters and the use of names under this article.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-302

    383-A:3-302 Organizer. – In the case of a state bank to be incorporated as a corporation, the organizer shall be the person or persons who will be the incorporator or incorporators of the corporation for purposes of the Corporation Act. In the case of a state bank to be organized as a limited liability company, the organizer shall be the person or persons who will be an authorized person or persons for purposes of the LLC Act.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-303

    383-A:3-303 Type of Entity; Conversion. –
(a) A state bank may be organized as a corporation under the Corporation Act or as a limited liability company under the LLC Act. A depository bank organized as a corporation may elect benefit corporation status in accordance with the New Hampshire Benefit Corporation Act.
(b) A state bank organized as a corporation may convert to a limited liability company in accordance with the Organizations Acts. A state bank organized as a limited liability company may convert to a corporation in accordance with the Organizations Acts.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2021, 51:10, eff. July 24, 2021.

Section 383-A:3-304

    383-A:3-304 Organizational Instrument; Name. –
(a) The organizational instrument shall comply with the requirements of the Corporation Act if the state bank is organized as a corporation or the LLC Act if the state bank is organized as a limited liability company. In addition to the information required by the applicable Organizations Act, the organizational instrument shall set forth (i) the state bank's powers, (ii) a statement describing any limitation on its powers, (iii) if there is any limit on transferability of shares or ownership interests, a statement that the limitation shall exclude any transfer required by lawful order of the commissioner, and (iv) any additional information or statements that the commissioner may require as a condition of the state bank's charter.
(b) The organizer or any person seeking to file an application to organize a state bank may reserve a name for the bank by requesting approval from the commissioner. If the commissioner approves of the name, then the reserved name may be filed with the secretary of state, together with a fee charged by the secretary of state for the filing of a corporate or limited liability company name reservation. If an application to organize a state bank is filed with the commissioner, then the secretary of state shall reserve the name for the exclusive use of the organizer for the duration of the proceedings. If the organizer abandons the application or the commissioner denies the application, then the organizer shall cancel the name reservation by filing with the secretary of state a notice of cancellation. The state bank shall not have or use a name that is likely to mislead the public concerning the nature or scope of its powers or purposes. The state bank shall not have or use a name that is the same or confusingly similar to the name of another entity, unless the commissioner and the other entity consent to the state bank's use of that name.

Source. 2015, 272:16, eff. Oct. 1, 2015.

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.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2018, 318:30, eff. Aug. 24, 2018. 2019, 169:2, eff. Sept. 8, 2019. 2021, 194:16, eff. Oct. 9, 2021.

Section 383-A:3-306

    383-A:3-306 Investigative Powers. – For the purpose of any investigation or examination under RSA 383-A, RSA 383-B, RSA 383-C, and RSA 383-D, the commissioner shall have the power to subpoena witnesses and administer oaths in any adjudicative proceedings and the power to compel, by subpoena duces tecum, the production of all books, records, files, and other documents and materials relevant to his or her investigation or examination.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 168:21, eff. July 10, 2019 at 12:01 a.m; 169:3, eff. July 10, 2019.

Section 383-A:3-307

    383-A:3-307 Hearing. – The commissioner may order within his or her discretion a public hearing on the application. The commissioner may approve or deny the application with or without a public hearing. Any required public hearing shall be held at the time and place fixed by the commissioner and a notice of the hearing shall be published in accordance with RSA 91-A.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-308

    383-A:3-308 Action on Application. –
(a) If the commissioner determines that the application meets all of the requirements of this chapter and other applicable federal and state laws, then the commissioner shall grant a charter to the state bank by (i) issuing a notice of approval of the organization of the state bank, subject to the terms and conditions as determined by the commissioner, and (ii) endorsing the state bank's organizational instrument to indicate the commissioner's approval.
(b) If the application is denied, then it shall be dismissed. After an application's dismissal, no new application concerning the same proposal may be filed within one year thereafter, unless, in his or her discretion for good cause shown, the commissioner consents to the filing of the new application.
(c) If the commissioner determines that the application does not satisfy the standards in subsection (a), but could satisfy the standards if the application were revised, then he or she shall so notify the organizer, and the organizer may refile the application under RSA 383-A:6-602.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-309

    383-A:3-309 Record of Organizational Instrument. – Within 90 days after the grant of the charter, the organizer shall file with the secretary of state the executed organizational instrument bearing the commissioner's endorsement. The secretary of state, upon payment of a fee equal to the fee charged by the secretary of state to business corporations under the Corporation Act if the state bank is organized as a corporation or the fee charged to limited liability companies under the LLC Act if the state bank is organized as a limited liability company, shall cause the charter to be recorded.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-310

    383-A:3-310 Certificate of Organization. – Upon filing a state bank's charter under RSA 383-A:3-309, the secretary shall issue a certificate of organization in the following form:
STATE OF NEW HAMPSHIRE
Be it known, that whereas (the name or names of the organizer of the state bank) (has or have) the intention of forming a bank under the name of (the name of the state bank), for the purpose (the purpose declared in the organizational instrument,) and (has or have) complied with the provisions of the statutes of this state as duly approved by the commissioner and recorded in this office: Now, therefore, I (the name of the secretary), secretary of state, do hereby certify that the (the name the state bank), is legally organized and established as an existing bank, with the powers, rights and privileges, and subject to the limitations, duties, and restrictions, which by law appertain thereto.
Witness my official signature hereunto subscribed, and the seal of the state hereunto affixed, this __________ day of __________ in the year __________ (the date of the filing of the organizational instrument).
The secretary of state shall sign the certificate of organization and cause the seal of the state to be affixed to the certificate, and the certificate shall have the force and effect of a special charter.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-311

    383-A:3-311 Certificate or Record as Evidence. – Upon filing a state bank's charter under RSA 383-A:3-309, the secretary of state shall also cause a record of the certificate of organization to be made, and the certificate, or a record or a certified copy of the certificate, shall be conclusive evidence of the existence of the state bank.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-312

    383-A:3-312 When Organized; Beginning Business. – The existence of the state bank shall begin upon the filing of the organizational instrument with the secretary of state. Any state bank organized under this chapter shall complete its organization and obtain a certificate to engage in business under RSA 383-A:3-315 within 2 years from the date of its organization; otherwise its charter shall be void, unless the commissioner, for good cause shown, grants one extension for not more than one year.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-313

    383-A:3-313 Charter Rights; Liability. –
(a) Following the approval of the application by the commissioner and the filing of the organizational instrument with the secretary of state, the organizer of a state bank shall hold the rights to the charter.
(b) The organizer and all persons purporting to act as or on behalf of a state bank shall be personally, jointly, and severally liable for any liability created on behalf of the state bank before the filing of the state bank's organizational instrument with the secretary of state.
(c) The organizer and all other persons purporting to act as or on behalf of a state bank before the commissioner issues a certificate to the state bank authorizing it to begin the transaction of business under RSA 383-A:3-315 shall be personally, jointly, and severally liable for all liabilities in connection with engaging in any unauthorized banking business.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-314

    383-A:3-314 Completion of Organization. – The organizer shall submit evidence to the commissioner that it has (i) adopted bylaws if a corporation or an operating agreement if an LLC, (ii) elected or caused to be elected, the directors and officers required by its organizational documents, and (iii) satisfied all other requirements of the charter.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-315

    383-A:3-315 Authorizing Business. – Upon receipt of the information described in RSA 383-A:3-314, the commissioner shall cause an examination to be made. If the commissioner determines that all requirements of the approval have been satisfied, then the commissioner shall issue a certificate authorizing the state bank to begin the transaction of business. The cost of the examination shall be paid by the state bank.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-316

    383-A:3-316 Amendment of Organizational Instrument. –
(a) Except as provided in subsection (b), a state bank that intends to amend its organizational instrument shall file with the commissioner an application to do so under RSA 383-A:6-602 and ask for approval of the amended organizational instrument based on the considerations set forth in RSA 383-A:3-305(d), as applicable.
(b) In the case of a change of a registered office or registered agent, the state bank shall file a statement of change with the secretary of state in the manner required by the applicable Organizations Act, and it shall file a copy with the commissioner.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-317

    383-A:3-317 Procedure for Filing Amended Organizational Instrument; Effect. – If the application for amendment of an organizational instrument of a state bank is approved by the commissioner, then the state bank shall file with the secretary of state the approved amendment, certified by the secretary of the state bank, with the approval of the commissioner endorsed on the amendment, and pay the fee charged by the secretary of state under the applicable Organizations Act. The secretary of state shall cause the amendment bearing the commissioner's endorsement to be recorded and shall issue a certificate of the amended organizational instrument, which shall conform as nearly as may be to the form prescribed in RSA 383-A:3-310. The state bank shall have all the powers and privileges provided for by the amended organizational instrument.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-318

    383-A:3-318 Material Change in Operating Conditions. – If a board of directors of a depository bank proposes to make a material change in the business plan, capital plan, or other factors considered by the commissioner in granting a charter to the depository bank within 5 years of its receipt of a certificate to engage in business under RSA 383-A:3-315, then the board of directors may not make the change unless it submits an application seeking approval of the change to the commissioner as provided in RSA 383-A:6-602 and it is permitted to do so by the commissioner.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:5, eff. Sept. 8, 2017. 2019, 169:4, eff. July 10, 2019.

Section 383-A:3-319

    383-A:3-319 Rules of Construction; Procedural Requirements Regarding Filings. –
(a) The applicable Organizations Act shall govern the internal affairs of state banks, except that, if there are any conflicts or inconsistencies under an Organizations Act with the provisions of the Banking Acts, the applicable provisions of the Banking Acts shall prevail.
(b) Except as provided in subsection (c) or RSA 383-A:3-316(b), all documents that may be filed or are required to be filed with the secretary of state under an Organizations Act shall be filed first with the commissioner. The commissioner shall review the documents and may give his or her approval to them subject to reasonable conditions that he or she may impose. Any documents so approved by the commissioner shall be then filed with the secretary of state in conformity with the applicable Organizations Act.
(c) A state bank organized as a corporation is exempt from filing annual reports and from administrative dissolution under the Corporation Act, and a state bank organized as a limited liability company is exempt from filing annual reports and from administrative dissolution under the LLC Act.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:3-320

    383-A:3-320 Names Relating to State Banks. – Any state bank that intends to use a name in the conduct of its business that differs from the name of the state bank shall be required to obtain the approval of the use of the name from the commissioner before registering the name with the secretary of state. The approval shall accompany an application to register the name with the secretary of state. A state bank shall not have or use a name that is likely to mislead the public concerning the nature or scope of its powers or purposes.

Source. 2015, 272:16. 2016, 230:10, eff. Aug. 8, 2016.

Section 383-A:4-401

    383-A:4-401 Capital, Fidelity Bond, and Insurance Requirements. – This article sets forth the capital, fidelity bond, and errors and omissions insurance requirements for state banks and credit unions. The commissioner shall have the power to adopt rules relating to the type and amount of capital, fidelity bond, and insurance to meet the requirements of this article.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:4-402

    383-A:4-402 Capital Maintenance. – After it is organized, a state bank shall maintain a minimum level of capital required by the commissioner to operate in a safe and sound manner based upon his or her examination of the bank. The commissioner may require any state bank to increase its capital from time to time as may be necessary for its safe and sound operation. A board of directors may increase the capital of the state bank at any time and shall give notice to the commissioner of any increase within 30 days of receiving the additional capital. The board of directors of a state bank may not reduce its capital, unless it files an application for approval of the proposed change to the commissioner as provided in RSA 383-A:6-602 and it is permitted to do so by the commissioner.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:4-403

    383-A:4-403 Capital Debentures. – For the purpose of strengthening its financial condition, subject to the approval of its board of directors, a state bank may receive contributions to its capital funds and in consideration for those funds may issue capital debentures to any person. The board of directors may not issue the capital debentures unless (i) it files an application for approval of the issuance of the capital debenture under RSA 383-A:6-602 specifying the principal amount of capital debentures which it proposes to issue, the terms and conditions of the debentures including interest rate and retirement provisions, the name of any bank or other persons proposing to purchase capital debentures, the principal amount of debentures which it proposes to purchase, and its reasons for issuing those debentures, and (ii) is permitted to issue the debentures by the commissioner. Capital debenture shall be considered legal investments for any person named in the plan. Capital debentures may be retired only from earnings unless otherwise authorized by the commissioner.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:4-404

    383-A:4-404 Redemption of Shares. – A state bank may redeem shares of its capital stock if (i) the redemption is conducted in accordance with the provisions of its organizational documents, (ii) the remaining capital exceeds the minimum capital required by this chapter, and (iii) the board of directors determines that the redemption will not jeopardize the safe and the sound operation of the state bank based on a diligent review of all applicable facts and circumstances then known to them. The board of directors shall not make a proposed redemption unless it gives notice of the proposed redemption to the commissioner as provided in RSA 383-A:6-602.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:6, eff. Sept. 8, 2017.

Section 383-A:4-405

    383-A:4-405 Fidelity Bond. –
(a) A state bank or credit union shall maintain a fidelity bond that provides protection against losses from (i) any dishonest or criminal act of any person, including any of its directors, officers, employees, and agents, and (ii) any act such as robbery, burglary, or forgery by a person not associated with the bank or credit union.
(b) Except as provided in (c), the fidelity bond shall be issued by:
(1) An insurer licensed under the laws of the state; or
(2) A foreign surplus lines insurer authorized to sell insurance in this state and licensed by any state, district, or territory of the United States.
(c) The issuer of a fidelity bond may be a person other than as described in (b)(1) and (2) if, under the terms of the policy, the issuer unconditionally consents to:
(1) The resolution of any claim or dispute involving the policy by a court located in this state; and
(2) The personal jurisdiction of the courts located in this state in connection with any matter involving the policy.
(d) The board of directors shall review the fidelity bond annually, or more often as circumstances require, to evaluate the adequacy of the amount of coverage.
(e) A state bank or credit union shall give notice to the commissioner in accordance with RSA 383-A:6-602 if the coverage under the fidelity bond is decreased by 25 percent or more in any 12-month period.
(f) From time to time, the commissioner may reduce or increase the amount of the fidelity bond that a state bank or credit union is required to maintain. At no time shall the amount fall below the minimum required by the commissioner.
(g) The policy shall require that the fidelity bond insurer provide 10 days' notice to the commissioner before cancellation or nonrenewal of the fidelity bond shall take effect.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 169:5, eff. Sept. 8, 2019.

Section 383-A:4-406

    383-A:4-406 Errors and Omissions Liability Insurance. –
(a) A state bank or credit union shall maintain a liability policy that insures against losses that any of its customers incurs by reason of the errors and omissions of the state bank or credit union or any of its directors, officers, employees, and agents.
(b) Except as provided in subsection (c), the errors and omissions liability policy shall be issued by:
(1) An insurer licensed under the laws of this state; or
(2) A foreign surplus lines insurer authorized to sell insurance in this state and licensed by any state, district, or territory of the United States.
(c) The issuer of the errors and omissions liability policy may be a person other than as described in (b) if, under the terms of the policy, the issuer unconditionally consents to:
(1) The resolution of any claim or dispute involving the policy by a court located in this state; and
(2) The personal jurisdiction of the courts located in this state in connection with any matter involving the policy.
(d) The board of directors shall review the errors and omissions liability policy annually, or as circumstances require, to evaluate the adequacy of the amount of coverage.
(e) A state bank or credit union shall give notice to the commissioner in accordance with RSA 383-A:6-602 if coverage under the errors and omissions liability policy is decreased by 25 percent or more in any 12-month period.
(f) From time to time, the commissioner may reduce or increase the amount of errors and omissions liability insurance coverage that a state bank or credit union is required to maintain. At no time shall the amount of insurance fall below the minimum required by the commissioner.
(g) The policy shall require that the errors and omissions liability insurer provide 10 days' notice to the commissioner before cancellation or nonrenewal of the errors and omissions liability shall take effect.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 169:5, eff. Sept. 8, 2019.

Section 383-A:5-501

    383-A:5-501 Management and Operations. – This article sets forth general provisions that apply to state banks and credit unions as specified and is supplemented by other provisions in the Banking Acts and the Credit Union Act. The commissioner shall have the power to adopt rules relating to the forms and procedures related to filings required under this article.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-502

    383-A:5-502 Board of Directors. – Each state bank and credit union shall have a board of directors elected or appointed in accordance with its organizational documents. No director shall serve on a board until he or she accepts his or her election or appointment in writing, which acceptance shall be maintained in the records of the state bank or credit union.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-503

    383-A:5-503 Notice of Election. – Within 30 days after the acceptance by a director of a state bank or credit union of his or her election or appointment, the state bank or credit union shall notify the commissioner of the name and residence address of the director who was elected or appointed.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-504

    383-A:5-504 Officers. – The board of directors of a state bank or credit union shall elect or appoint a president, a treasurer, a secretary, and the other officers as prescribed in its organizational documents. The officers shall be elected or appointed no less frequently than once every 3 years and shall hold office subject to the pleasure of the board of directors.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-505

    383-A:5-505 Responsibilities of Directors and Officers of State Banks. –
(a) All of a state bank's powers shall be exercised by or under the authority of its board of directors, and the business and affairs of the state bank shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the organizational documents.
(b) The board shall establish the policies and procedures for the conduct of the affairs of the state bank and shall supervise the affairs of the state bank to ensure that those policies and procedures are being adhered to by its officers and employees and that its operations are in compliance with federal and state laws and the state bank's organizational documents. Neither the board of directors nor individual directors may delegate their duty to supervise the affairs of the state bank.
(c) Subject to its oversight and any limitation set forth in the organizational documents, the board of directors of a state bank may delegate to one or more persons any powers and duties that the board of directors deems appropriate. The delegation of duties and powers to or the action by a delegatee does not alone constitute a director's compliance with the standards of conduct described in subsection (b). Each delegatee shall be subject to the same standards of conduct to which a director is subject under subsection (b).
(d) Each director of a state bank shall discharge his or her duties under the same standards that exist for a director of a business corporation under the Corporation Act except that:
(1) A director of a state bank which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank's fiduciary activities; and
(2) A director of a mutual bank shall be subject to a fiduciary duty when he or she is acting on matters related to the proprietary interests of depositors or association members, as applicable.
(e) The president shall be responsible for carrying out the policies and procedures of the board and managing the day-to-day affairs of the state bank and shall be accountable to the board of directors in the performance of his or her duties. Each officer with discretionary authority shall discharge his or her duties under the same standards that exist for an officer of a business corporation under RSA 293-A:8.42 except that an officer of a state bank which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank's fiduciary activities.
(f) The board of directors of a bank may declare dividends from the bank's net earnings remaining after deducting all losses and expenses from the 2 most recent fiscal years. The board of directors may also declare dividends from its cumulative retained earnings from the previous fiscal years, provided that it remains well capitalized after the declaration of the dividend under the regulations of the Federal Deposit Insurance Corporation.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-506

    383-A:5-506 Committees. –
(a) Subject to its oversight and any limitation set forth in the organizational documents, the board of directors of a state bank may create one or more committees, delegate to each committee any powers and duties that the board of directors deems appropriate, and appoint one or more directors, officers, and other natural persons to serve on each committee.
(b) Each member of a committee shall be subject to the same standards of conduct to which a director is subject under RSA 383-A:5-505(b).
(c) Each committee shall keep minutes of its activities and shall report to the board of directors as frequently as the board of directors requires.
(d) The creation of, delegation of power or duties to, or action by a committee does not alone constitute a director's compliance with the standards of conduct described in RSA 383-A:5-505(b).

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-507

    383-A:5-507 Meetings; Records. –
(a) The board of directors of a state bank or credit union shall meet on a regular basis as often as necessary but not less than the minimum number of meetings required by applicable law.
(b) Minutes of each meeting shall be kept, showing the names of the directors who are present and describe the activities, matters discussed, and votes taken at the meeting.
(c) The attendance of a majority of the board of directors shall be required for a quorum to conduct business.
(d) The board of directors shall adopt a policy providing standards for determining the number of absences by directors from meetings of the board or the committees which could result in the removal of a director from office.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-508

    383-A:5-508 Action Without Meeting. – Unless the organizational documents of a state bank or credit union provide otherwise, any action to be taken at a meeting of the board of directors or committee may be taken without a meeting under and consistent with any provision of the applicable Organizations Act permitting the action.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-509

    383-A:5-509 Annual Audits; Reports. –
(a) The board of directors of a state bank or credit union shall engage a certified public accountant, at least annually, to serve as its auditor and to perform an annual audit. Each state bank or credit union shall give notice to the commissioner of its engagement of an auditor at the time of its engagement and shall require its auditor to confirm the engagement to the commissioner within 30 days of the engagement. Each state bank or credit union shall give notice to the commissioner of the termination of the engagement of an auditor at the time of the termination and shall require the auditor to confirm the termination to the commissioner within 30 days of the termination.
(b) Any auditor engaged under subsection (a) shall examine the books, accounts, and operating systems of the state bank or credit union in such a manner as in his or her judgment will result in an audit that is in agreement with generally accepted accounting standards.
(c) Each state bank or credit union shall direct its auditor to provide, and the auditor shall provide, the commissioner with a copy of its audit report, within 60 days after each is made available to the state bank or credit union. All reports, memoranda, and correspondence shall be confidential in accordance with RSA 383:10-b.
(d) In the course of his or her regular official examination of the state bank or credit union and at such other times that he or she considers advisable, the commissioner shall review and analyze the work and reports of the accountants and auditors. The auditors shall provide the commissioner with the work and reports as the commissioner may reasonably request provided the request is limited to matters that relate to the safety and soundness of the state bank or credit union. If the commissioner determines that any audit is inadequate or substantially violates the provisions of this section, then the commissioner shall report his or her findings with instructions to the board of directors, who, within 30 days after receiving that report, shall cause the state bank or credit union to comply with the report and instructions.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:1, eff. Sept. 8, 2017. 2019, 168:10, eff. July 10, 2019.

Section 383-A:5-510

    383-A:5-510 Reports of Condition. –
(a) Each calendar year, each state bank or credit union shall balance its books at the close of business on the last business day in December and, within 30 calendar days thereafter, shall file with the commissioner an annual report. The annual report shall be signed by an authorized officer of the state bank or credit union, attesting that the information provided is accurate to the best of his or her knowledge, and shall contain the following information:
(1) The name and contact information for the institution and each branch, principal office, trust office, and main office, including information concerning any branch, principal office, trust office, or main office which opened, closed, or relocated during the year.
(2) The name of each person who is a director or trustee.
(3) The name of each person who is an executive officer.
(4) The name of each subsidiary of the institution.
(5) The name and contact information for each service entity.
(6) The name and contact information for any affiliated holding company.
(7) With respect to any fidelity bond or errors and omissions liability policy maintained to satisfy requirements in banking acts, the legal name and contact information for the insurance company that issued the coverage, the amount of coverage, and the amount of the deductible.
(8) With respect to any liquidation pledge the trust company maintains, the name and contact information for the person holding the liquidation pledge and the fair market value of the liquidation pledge as of the last business day of the year.
(9) With respect to any surety bond that a trust company maintains for the benefit of the commissioner, the name and contact information for the person issuing the surety bond, and the amount of the surety.
(10) With respect to any other funds that a trust company maintains for the benefit of the commissioner, the name and contact information for the person holding the funds, and the fair market value of the funds as of the last business day of the year.
(b) Quarterly, each state bank or credit union shall balance its books at the close of business on the last business day in March, June, September, and December, and, within 30 calendar days after the end of each of those calendar quarters, shall file with the commissioner a quarterly report, as follows:
(1) In the case of a depository bank, the quarterly report form shall be submitted using the applicable "Consolidated Reports of Condition and Income" developed by the Federal Financial Institutions Examination Council.
(2) In the case of a credit union, the quarterly report form shall be submitted using the "Call Report Form 5300" developed by the National Credit Union Administration.
(3) In the case of a trust company or family trust company, the quarterly report form shall be submitted using the following sections of the "Consolidated Reports of Condition and Income" developed by the Federal Financial Institutions Examination Council:
a. Signature page with attestation;
b. Contact Information for the Reports of Condition and Income;
c. USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information;
d. Schedule RI-Income Statement;
e. Schedule RI-A-Changes in Bank Equity Capital;
f. Schedule RI-E-Explanations;
g. Schedule RC-Balance Sheet;
h. Schedule RC-B-Securities;
i. Schedule RC-F-Other Assets;
j. Schedule RC-G-Other Liabilities; and
k. Schedule RC-T-Fiduciary and Related Services.
(c) The commissioner shall have the power to adopt rules relating to reporting under this article, including any additional reporting requirements, and may by rule waive reporting requirements when the commissioner determines such information is not relevant to the determination of the true conditions of the state bank or credit union.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 169:6, eff. July 10, 2019.

Section 383-A:5-511

    383-A:5-511 Copies of Reports and Notices. –
(a) A state bank or credit union shall provide the commissioner with a copy of all reports filed with any other regulatory authority at the time the report is filed.
(b) A state bank or credit union shall file with the commissioner notice of the filing of reports required by the Federal Reserve Board's Regulation H, 12 C.F.R. section 208.62, of the Federal Deposit Insurance Corporation's regulations, 12 C.F.R. section 353.1 et seq., the Department of the Treasury, Financial Crimes Enforcement Network's regulations, 31 C.F.R. chapter X, and the National Credit Union Administration's regulations, 12 C.F.R. section 748, as may be amended from time to time. The notice shall be filed with the commissioner at the same time such reports are filed with the state bank's federal regulators. A state bank or credit union, and any director, officer, employee, or agent of the state bank or credit union, that files a notice shall be protected from liability for any disclosure contained in the notice.
(c) All notices filed with the commissioner under this section shall be confidential and shall not be subject to subpoena or to the requirements of RSA 91-A, except that the commissioner shall provide copies of such notices upon request of the criminal bureau to the New Hampshire department of justice.
(d) The commissioner may adopt rules to describe the contents of notices filed under this subsection.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:5-512

    383-A:5-512 Service Entities. –
(a) The purpose of this section is to maintain competitive equality between federally chartered and state-chartered institutions while providing for the safe and sound operation of state-chartered institutions.
(b) Subject to any limitations set forth in the Depository Bank Act (RSA 383-B) and the Credit Union Act (RSA 383-E), a depository bank or credit union may engage with a service entity to the same extent it is permissible for a federal credit union, national bank, or federal savings bank or its subsidiaries to do so under federal law.
(c) For the purposes of this section, to engage with a service entity means to establish, acquire, make loans to, contract with, or invest in the equity interest, obligations, or other securities of a service entity, or to otherwise participate in or utilize the service of such service entity, whether individually or together with other depository banks, credit unions, or other financial institutions.
(d) A depository bank or credit union shall maintain, or shall contract with the service entity to maintain, sufficient records related to the depository bank's or credit union's engagement with the service entity to enable the commissioner to determine whether the depository bank or credit union is in compliance with the provisions of this chapter and any limitations set forth in the Depository Bank Act (RSA 383-B), and the Credit Union Act (RSA 383-E).
(e) If any proposed engagement with a service entity is not expressly enumerated as a permissible engagement under federal law, but falls within the intent of federal law, the commissioner may authorize the proposed engagement by rule or order, provided such engagement is consistent with the purpose of this section, supports the general business needs of the depository bank or credit union, promotes the interests of its customers, and will not jeopardize the safe and sound operation of the depository bank or credit union.

Source. 2019, 115:3, eff. Aug. 20, 2019.

Section 383-A:6-601

    383-A:6-601 Notices and Applications. – This article applies to all persons who are (i) seeking to engage in an act or transaction under the Banking Acts or Credit Union Act that requires the prior review and approval by the commissioner, or (ii) required to provide notice to the commissioner under the Banking Acts or the Credit Union Act. The commissioner shall have the power to adopt rules relating to the forms and procedures related to filings required under this article.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:17, eff. Sept. 8, 2017.

Section 383-A:6-602

    383-A:6-602 Filing Procedure. –
(a) A person seeking to engage in any act or transaction under the Banking Acts or the Credit Union Act, that requires the prior review of the commissioner shall submit a written application, as appropriate, with the commissioner.
(b) A person required to provide notice to the commissioner under the Banking Acts or the Credit Union Act shall submit a written notice to the commissioner in such form as the commissioner may prescribe.
(c) For purposes of this article, "filer" means the person filing the notice or application. The filer shall provide such relevant information as the commissioner may require with respect to the act or transaction under law or rules adopted by the commissioner.
(d) The filer shall pay an administrative fee in accordance with RSA 383-A:6-609. No notice or application shall be considered by the commissioner until payment of the enumerated fee has been received.
(e) The filer shall provide to the commissioner a copy of any application or notice filed with any other regulatory authority relating to the act or transaction at the time the application or notice is made.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:17, eff. Sept. 8, 2017.

Section 383-A:6-603

    383-A:6-603 Substantial Completeness of Filing. –
(a) The commissioner shall examine each application filed under RSA 383-A:6-602 to determine whether it complies with applicable filing requirements, including payment of any required fee. No later than 30 days after receipt of the filing by the commissioner, the application shall be deemed substantially complete unless the commissioner notifies the filer within the 30-day period that it is not substantially complete or requests the person to submit additional information.
(b) The filer may re-file the application with required modifications or submissions. If the re-filing is made within 90 days after receipt of commissioner's notice, then the initial filing fee shall cover the re-filing, and no additional filing fee shall be required to be paid. If the re-filing is made after the expiration of the 90-day period, then a new fee must be paid. The commissioner shall then determine whether the re-filed application is substantially complete within 30 days after receipt of the re-filing and shall so notify the person.
(c) An application deemed substantially complete under this section shall be subject to final determination by the commissioner under RSA 383-A:6-604.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:17, eff. Sept. 8, 2017.

Section 383-A:6-604

    383-A:6-604 Determination. –
(a) Within 10 business days after receipt of a notice, the commissioner shall issue a written acknowledgment of receipt of the notice to the filer.
(b) Within 60 days after the application is deemed substantially complete under RSA 383-A:6-603, the commissioner shall issue:
(1) A decision approving or denying the application, in whole or in part, including any conditions of approval the commissioner deems necessary or advisable; or
(2) A notice that further investigation or examination is required, including the possibility of soliciting public comment by hearing or otherwise.
(c) Upon completion of any further investigation or examination under subsection (b)(2), the commissioner shall issue a decision approving or denying the application, in whole or in part, including any conditions of approval the commissioner deems necessary or advisable.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:18, eff. Sept. 8, 2017.

Section 383-A:6-605

    383-A:6-605 Repealed by 2017, 209:22, eff. Sept. 8, 2017. –

Section 383-A:6-606

    383-A:6-606 Additional Information. – At any time after any notice or application is determined to be substantially complete under RSA 383-A:6-603 and before the issuance of a final determination by the commissioner under RSA 383-A:6-604(b) or RSA 383-A:6-604(c), the commissioner may request the filer to provide additional information and may deny any notice or application for failure of the person to timely provide the requested information.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:20, eff. Sept. 8, 2017.

Section 383-A:6-607

    383-A:6-607 Time Limits. – If the time limits prescribed by this article conflict with specific time limits provided for by other provisions of RSA 383-A, RSA 383-B, RSA 383-C, RSA 383-D, or RSA 383-E, then the specific time limits provided for by the other provisions shall control.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:6-608

    383-A:6-608 Appeal. – The commissioner's final determination under RSA 383-A:6-604 may be appealed under RSA 541.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2017, 209:21, eff. Sept. 8, 2017.

Section 383-A:6-609

    383-A:6-609 Fee Schedule. –
(a) The commissioner shall charge a filing fee to each person for services rendered by the department in reviewing a notice or application. Sums collected under this section shall be payable to the state treasurer as restricted revenue and credited, in accordance with the banking division's accounting unit designation, to the appropriation for the commissioner. Charges for services shall be billed as follows:
(1) Fee for new state bank or credit union charter: $15,000
(2) Fee for domestication of foreign trust company: $7,500
(3) Fee for charter conversion, combination, acquisition, change in control, share exchange, reorganization, or approval of trust powers: $2,500
(4) Fee for the dissolution of a trust company: $2,000
(5) Fee for a reduction in a depository bank's capital, change in business plan or change in required capital of a trust company, amendment to a state bank's organizational instrument, amendment of a credit union's bylaws, or formation of a subsidiary entity that requires approval of the commissioner: $500
(6) Fee for a new branch, loan production office and trust company office: $500
(7) Fee for a relocation or termination of a branch, loan production office or trust company office: $100
(8) Fee to issue a certificate of existence: $50
(9) Fee for a reservation or approval of a name or trade name: $50
(b) If at any time the commissioner determines that the cost to complete the investigation or examination of the notice or application has or will exceed the fee set forth in subparagraphs (a)(1)-(9), the commissioner shall cease further review, notify the filer of this determination and advise that the filer may withdraw the notice or application. If the filer elects to withdraw the notice or application pursuant to this paragraph, the commissioner shall refund the filing fee, minus such costs of investigation or examination that been incurred during the Department's review. If the filer informs the commissioner it does not elect to withdraw the notice or application, the commissioner shall continue the review of the notice or application and the filer shall pay the additional investigation or examination costs. The cost of the investigation or examination shall be determined in accordance with the per diem examination charge established in RSA 383:11, I provided, however, that the requirement that no entity shall be charged or pay less than one full day shall not apply.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2021, 194:20, eff. Oct. 9, 2021.

Section 383-A:7-701

    383-A:7-701 Prohibited Acts. –
(a) It shall be unlawful for any person to willfully and maliciously, or with an intent to deceive, make or transmit to another any false statement concerning the financial condition of any state bank or credit union, or to induce another to make such a statement. Any person convicted of a violation of this subsection shall be guilty of a misdemeanor if a natural person or a class B felony if an entity.
(b) It shall be unlawful for any bank or credit union, or any person engaging in the business of banking, to (i) employ any device, scheme, or artifice to defraud, (ii) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, or (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Any person convicted of a violation of this subsection shall be guilty of a misdemeanor if a natural person or a class B felony if an entity.
(c) No director, officer, or employee of a state bank or credit union shall directly or indirectly receive any fee, gift, or benefit whatsoever from any borrower or applicant for a loan from the state bank or credit union as an inducement to making the loan, or from anyone negotiating securities to the entity, except the usual compensation for drawing mortgages and other papers pertaining to the loan; nor shall any director, officer or employee negotiate loans in his or her own behalf with himself or herself as an official of the state bank or credit union. Any director, officer, or employee of the state bank or credit union who violates the provisions of this subsection shall be guilty of a class A felony.
(d) If any director or officer embezzles, abstracts, or willfully misapplies any of the money, funds, or credits of the state bank or credit union or makes any false entry in any book, report, or statement of the state bank or credit union with intent in either case to injure or defraud the state bank, credit union, or any other person or to deceive any officer or agent of the state bank, credit union, any committee or examiner appointed to examine the affairs of the state bank or credit union, or the commissioner, then the director or officer shall be guilty of a class A felony.
(e) If, in the opinion of the commissioner, a state bank, credit union, or any of its directors or officers have violated any of subsections (a), (b), (c), or (d) or any other provision of criminal law, then the commissioner shall forthwith report the violations, with such remarks as the commissioner deems expedient, to the department of justice, which shall immediately institute a prosecution of those violations on behalf of the state.
(f) No person, other than a state bank or credit union empowered by its charter to accept deposits, shall solicit, receive, or accept deposits or transact business in the way or manner that leads the public to believe that the business is that of a state bank or credit union empowered by its charter to accept deposits. Whoever violates any provision of this subsection shall forfeit to the state $1,000 a day for every day or part of a day during which the violation continues. Any violation of the provisions of this subsection shall forthwith be reported by the commissioner to the department of justice, and the forfeiture may be recovered by an information or other appropriate proceeding brought in the superior court in his or her name. Upon that information or other proceeding, the court may issue an injunction restraining the person from further prosecution of the prohibited business within this state during the pendency of the proceeding or for all time, and may make such other order as justice may require.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:7-702

    383-A:7-702 Unauthorized and Deceptive Use. –
(a) Without the prior authorization of a bank or credit union, no person shall:
(1) Use the full or abbreviated name, trade name, service mark, or trademark of any bank or credit union in any written, electronic, or oral advertisement or solicitation for products and services;
(2) Make reference to a loan number or other specific loan information on the outside of an envelope, visible through an envelope window, on a postcard, or in electronic communication in connection with any written or electronic solicitation; or
(3) Include a loan number or other specific loan information, other than a loan amount, relative to a specifically identified consumer that is publicly available:
(A) In any written or electronic solicitation, unless the advertisement or solicitation clearly and conspicuously states on the front page or introduction in bold-faced type that is the same font size as is predominantly used in the advertisement or solicitation disclosing that the person is not sponsored by or affiliated with, and that the solicitation is not authorized by, the bank or credit union and that the information was retrieved from public records; or
(B) In an oral solicitation unless the same disclosure is made at the beginning of the solicitation.
(b) The person shall furnish a copy of the authorization on request by the commissioner.
(c) The use of a bank or credit union's full or abbreviated name, trade name, service mark, or trademark in a comparative advertisement or solicitation by another person, which is limited solely to comparing the relative attributes of similar products or services offered by the bank or credit union and the person, shall be permitted under this section and shall not require prior authorization of the bank or credit union, provided that the full or abbreviated name, trade name, trademark, or service mark of the bank or credit union is not visible to the addressee:
(1) In the case of a letter or other form of written communication, before opening the document containing the comparison or the envelope in which it is sent or delivered;
(2) In the case of a postcard, on its face; or
(3) In the case of an electronic transmission, within its subject line.
(d) For the purpose of this section, the term bank or credit union shall include a mortgage lender as defined in RSA 397 and an affiliate or subsidiary thereof having a business location in this state.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:7-703

    383-A:7-703 Enforcement. – In addition to the commissioner's authority under RSA 383-A:9, the insurance commissioner may issue a cease and desist order, as provided in RSA 400-A:10, against any person which engages in any act or conduct in violation of RSA 383-A:7-702 involving a state bank or credit union under the jurisdiction of the insurance commissioner and may bring legal action to enforce the order.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:7-704

    383-A:7-704 Jurisdiction. – Any person that engages in any act or conduct in violation of this article shall be subject to the jurisdiction of this state. Nothing in RSA 383-A:7-702 or RSA 383-A:7-703 shall limit the authority of the New Hampshire secretary of state to enforce the laws under his or her jurisdiction relating to trade names, trademarks, or service marks.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:8-801

    383-A:8-801 Suspension of Banking Activities. –
(a) For purposes of this article, the following definitions shall apply:
(1) "Officers" means the person or persons designated by the board of directors of a depository bank or credit union to act for the depository bank or credit union in carrying out the provisions of this chapter or, in the absence of any designation or of the officer or officers so designated, the president or any other officer currently in charge of the state bank or credit union or of the office or offices in question.
(2) "Office" means any place at which a depository bank or credit union transacts its business or conducts operations related to its business.
(3) "Emergency" means any condition or occurrence which may interfere physically with the conduct of normal business operations at one or more or all of the offices of a depository bank or credit union, or which poses an imminent or existing threat to the safety or security of persons or property, or both. Without limiting the generality of the foregoing, an emergency may arise as a result of any one or more of the following: fire, flood, earthquake, hurricanes, wind, rain, or snow storms, labor disputes and strikes, power failures, transportation failures, interruption of communication facilities, shortages of fuel, housing, food, transportation or labor, robbery or attempted robbery, actual or threatened enemy attack, epidemics or other catastrophes, riots, civil commotions, and other acts of lawlessness or violence, actual or threatened.
(b) By proclamation, the commissioner may close all of the offices of all depository banks or credit unions on any day or days designated in the proclamation, by proclamation of the president of the United States or the governor of this state, as a day or days of mourning, rejoicing, or other special observance.
(c) Whenever the officers of a depository bank or credit union are of the opinion that an emergency exists, or is impending, which affects, or may affect, one or more or all of a depository bank's or credit union's offices, they may, in the reasonable and proper exercise of their discretion, determine not to open any one or more or all of the offices on any business or banking day or, if having opened, to close any one or more or all of the offices during the continuation of the emergency. The office or offices so closed shall remain closed until such time as the officers determine that the emergency has ended and for such further time thereafter as may reasonably be required to reopen; however, in no case shall the office or offices remain closed for more than 48 consecutive hours, excluding other legal holidays, without requesting the approval of the commissioner.
(d) Any day on which a depository bank or credit union, or any one or more of its offices, is closed during all or any part of its normal banking hours under the authorization granted under this chapter shall be, with respect to the depository bank or credit union or, if not all of its offices are closed, then with respect to any office or offices which are closed, a legal holiday for all purposes with respect to any banking business of any character. No liability, or loss of rights of any kind, on the part of any depository bank or credit union, or any of its directors, officers, or employees, shall accrue or result by virtue of any closing authorized by this section.
(e) The provisions of this section shall be construed and applied as being in addition to, and not in substitution for or limitation of, any other law of this state or of the United States, authorizing the closing of a state bank or credit union or excusing the delay by a depository bank or credit union in the performance of its duties and obligations because of emergencies or conditions beyond the depository bank or credit union's control, or otherwise.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:8-802

    383-A:8-802 Waiver. – The commissioner may waive any provision of this article for good cause shown.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:9-901

    383-A:9-901 Purpose. – This article sets forth enforcement and administrative authority of the commissioner under this chapter. The commissioner shall have the power to adopt rules relating to the forms and procedures related to proceedings under this article.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:9-902

    383-A:9-902 Removal of Director or Officer by Commissioner. –
(a) If, in the opinion of the commissioner, any director or officer of a state bank or credit union has continued to violate any law relative to the state bank or credit union or has continued unsafe or unsound practices in conducting the business of the state bank or credit union after having been warned by the commissioner to discontinue the violations of law or the unsafe or unsound practices, then the commissioner may cause notice to be served upon the director or officer to show cause why the director or officer should not be removed from office.
(b) A copy of the show cause notice shall be sent by certified mail to the director or officer subject to removal and to each other director and officer of the state bank or credit union affected.
(c) If, after granting the director or officer a reasonable opportunity to be heard, the commissioner finds that the director or officer has continued to violate the law or has continued unsafe or unsound practices after having been warned, then the commissioner may order that the director or officer be removed from office.
(d) A person who, under subsection (c), has been removed from office as director or officer of a state bank or credit union shall not participate in any manner in the management or operation of any state bank or credit union without the prior consent of the commissioner.
(e) A person who, under subsection (c), has been removed from office as director or officer of a state bank or credit union may appeal a removal order under RSA 541. If appealed, the order of removal shall continue in effect, subject to a decision of a court of last resort upholding or reversing the order.

Source. 2015, 272:16, eff. Oct. 1, 2015.

Section 383-A:9-903

    383-A:9-903 Order to Show Cause; Cease and Desist Order. –
(a) The commissioner may issue (i) an order to show cause why fines and penalties should not be applied, (ii) a cease and desist order, or (iii) both, in accordance with this provision to any person that is engaged or that has engaged in any violation of the Banking Acts or the Credit Union Act, including holding itself, himself, or herself out as a state bank or credit union without a charter and authority issued under this chapter, or to any state bank or credit union or bank holding company under the supervision of the commissioner that is engaging in or has engaged in any of the following:
(1) An unsafe or unsound practice in conducting the business of the state bank or credit union or company;
(2) Violation of any federal or state law, rule or regulation or agreement relating to the supervision of the entity; or
(3) Violation of any condition, imposed in writing, in connection with the approval of any application by the commissioner.
Each of the acts or conduct identified in the order shall constitute a separate violation. Any order issued under this section shall comply with the procedures for adjudicative hearing under RSA 541-A:31 through RSA 541-A:36.
(b) If the commissioner finds that the violation or practice set forth in subsection (a) requires immediate action for the protection of depositors or the public, or where the violation or practice, or the continuation of the violation or practice, is likely to cause insolvency or substantial dissipation of the assets, capital or earnings of a state bank or credit union, then the commissioner may issue orders under subsection (a) which shall become effective upon service of those orders, without prior notice or hearing. Upon entry of the order, the commissioner shall promptly notify the person (i) that the order has been entered, (ii) the reasons for the order, and (iii) that within 10 calendar days the matter will be scheduled for a hearing unless the time period is waived by the person subject to the order.
(c) Valid delivery of any order under this article shall be by hand or certified mail to the person at the last known principal office or main office address if a depository bank or credit union, by hand or certified mail to the legal representative of the person, or for a trust company or family trust company to an executive officer.
(d) Upon notice and opportunity for hearing, any person who intentionally violates any cease and desist order of the commissioner issued under this section may be subject to the imposition of an additional administrative fine for each violation, and the fine shall be the greater of $100 a day for every day or part of a day during which the violation continues, or $2,500.
(e) If the person to whom an order to show cause or other order is issued fails to request a hearing within 30 calendar days of receipt or valid delivery of the order and no hearing is ordered by the commissioner, or the person fails to appear at a hearing after being duly notified, or cannot be located after a reasonable search, then the person shall be deemed in default, and, on the thirty-first day, the order shall become permanent and shall remain in full force and effect until and unless later modified or vacated by the commissioner, for good cause shown.
(f) Decisions issued by the commissioner under this section may be appealed in accordance with RSA 541.
(g) If any person refuses to obey the commissioner's order, an action may be brought by the attorney general on the commissioner's behalf in any superior court in this state to enjoin such person from engaging in or continuing such violation or from doing any act or acts in furtherance of such violation. In any such action, an order or judgment may be entered awarding a temporary or permanent injunction, and awarding the commissioner or the attorney general or both costs in bringing such action.
(h) A person who is subject to an order of the commissioner shall not have any civil or criminal liability in an action brought by the state for any act or omission made in good faith in reliance upon that order, even if a subsequent decision of any court invalidates that order.
(i) In addition to any other penalty provided for under this chapter, and after notice and opportunity for hearing, the commissioner may impose:
(1) An administrative penalty of not more than $2,500 upon any person who violates, or participates in any act or conduct that violates, the Banking Acts, the Credit Union Act, or any rule or order issued under the Banking Acts or Credit Union Act; and
(2) An additional penalty of $25,000 upon any person who willfully violates the Banking Acts, the Credit Union Act, or any rule or order issued under the Banking Acts or Credit Union Act. Each of the acts specified shall constitute a separate violation.
(j) An enforcement action under this article shall be commenced within 6 years after the date on which the violation occurred.

Source. 2015, 272:16, eff. Oct. 1, 2015. 2019, 169:7, eff. July 10, 2019.

Section 383-A:9-904

    383-A:9-904 Consumer Complaints. –
I. Consumer complaints naming state banks or credit unions, which are filed in writing, shall be forwarded via electronic mail or certified mail to the state bank or credit union for response within 10 days of receipt by the department. Not later than 30 days following receipt of such complaint, the state bank or credit union shall conduct an investigation of the complaint and either:
(a) Make appropriate corrections in the account of the consumer and transmit to the consumer and the department written notification of such corrections, including documentary evidence of any corrections; or
(b) Transmit a written explanation or clarification to the consumer and the department which sets forth the reasons why the state bank or credit union believes its actions are correct, including copies of documentary evidence supporting the explanation or clarification.
II. State banks or credit unions which are unable to comply with the time frames prescribed in this section because of extenuating circumstances may make a written request to the commissioner for a waiver of such time frames. Requests for waivers shall be either granted or denied within 5 days of receipt by the department. Waivers shall not be granted or considered unless the request for waiver:
(a) Is received by the department within 20 days following the state bank's or credit union's receipt of the complaint;
(b) Specifies the reason for the request; and
(c) Specifies a date certain by which the state bank or credit union shall comply with the provisions of this section.

Source. 2018, 207:1, eff. Aug. 7, 2018. 2021, 194:24, eff. Oct. 9, 2021.