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| Home > Statutes > USA New Jersey |
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USA Statutes : new_jersey
Title : TITLE 17 CORPORATIONS AND INSTITUTIONS FOR FINANCE AND INSURANCE
Chapter : 17:9A-17.
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17:9A-17. Dissolution of bank or savings bank on failure to obtain certificate of authority, or to commence business
A. If a bank or savings bank shall (1) fail to obtain a certificate of authority within 6 months from the date of the commissioner@s approval of its certificate of incorporation, or within the extended time hereinafter in this section provided for, or shall (2) fail to commence business within 6 months after the issuance of the certificate of authority, or within the extended time hereinafter in this section provided for, the commissioner may make an order, to be filed in the department, forfeiting the bank@s or savings bank@s rights, powers and privileges as a corporation, and upon such filing, the corporate rights, powers and privileges of the bank or savings bank shall cease, unless the time herein limited shall be extended by the commissioner upon satisfactory cause shown. Such extension or extensions shall be for such period or periods as the commissioner may specify, not exceeding 12 months in all, and shall be evidenced by a certificate or certificates of the commissioner filed in the department.
B. If proceedings are instituted in accordance with law to review the commissioner@s approval of an application for charter pursuant to section 11, or to review the commissioner@s failure to issue a certificate of authority pursuant to section 15, the period from the date of the commissioner@s approval to the entry of final judgment in such proceedings shall not be considered in computing any 6 months@ period limited by subsection A of this section.
L.1948, c. 67, p. 193, s. 17. Amended by L.1956, c. 140, p. 562, s. 1; L.1965, c. 171, s. 5.
17:9A-17.1. Definitions
1. As used in this act:
~Corporation~ means either a capital stock savings bank or a bank, as the case may be.
~Federal Deposit Insurance Corporation~ means the corporation so named, organized pursuant to an Act of Congress, or any federal corporation, instrumentality or agency which succeeds to the powers and functions of the Federal Deposit Insurance Corporation or undertakes to discharge the purpose for which that corporation was created.
L.1992,c.184,s.1.
17:9A-17.2. Conversion of capital stock savings bank, bank; proceedings
2. A capital stock savings bank may apply to the commissioner to convert itself to a bank by organizing and transferring its assets and liabilities to a newly-chartered bank, and a bank may apply to the commissioner to convert itself to a capital stock savings bank by organizing and transferring its assets and liabilities to a newly-chartered capital stock savings bank, and the proceedings to effect either application for conversion shall be as follows:
a. When, in the judgment of the board of directors of a State chartered capital stock savings bank or bank which intends to convert its charter, it shall be deemed advisable and in the best interests of its stockholders that the same shall be converted into a bank or capital stock savings bank of this State, as the case may be, the board of directors shall adopt a resolution to that effect.
b. After adoption of the resolution, a meeting of the stockholders of the State capital stock savings bank or bank, as the case may be, shall be held upon not less than 10 days@ written notice to the stockholders by mail, postage prepaid, directed to the addresses appearing on the books of the corporation, which notice shall contain a statement of the time, place and purpose for which the meeting is called.
c. At the meeting, stockholders may by the affirmative vote of two-thirds of those present, or shares eligible to be voted which are represented at the meeting, either in person or by proxy, declare by resolution the determination to convert the State capital stock savings bank into a State chartered bank or to convert the State bank into a State chartered capital stock savings bank, as the case may be.
d. If the authority for the proposed conversion has been approved by the board of directors and by the stockholders as required by this section, the board of directors of the corporation may apply to the commissioner to convert the charter pursuant to this act.
L.1992,c.184,s.2.
17:9A-17.3. Contents of application
3. An application by a State bank or capital stock savings bank to convert its charter pursuant to this act shall contain the following:
a. Duplicate copies of the minutes of the proceedings of the meeting of stockholders, verified by the affidavit of the president or vice-president, and the secretary of the meeting;
b. A certified copy of the resolution of the board of directors authorizing the conversion;
c. A certificate of incorporation meeting the requirements set forth in section 3 of P.L.1948, c.67 (C.17:9A-3), for conversion to a bank, or section 2 of P.L.1982, c.9 (C.17:9A-8.2) for conversion to a capital stock savings bank;
d. Copies of all applications and approvals required from federal regulators incident to the conversion; and
e. Such other information or materials as the commissioner may require by regulation.
L.1992,c.184,s.3.
17:9A-17.4. Requirements for conversion approval
4. The commissioner shall not approve the application of a State bank or capital stock savings bank to convert pursuant to this act unless the commissioner finds, after appropriate investigation, and a public hearing if deemed necessary by the commissioner, that the following requirements have been met:
a. The application is complete;
b. The converting corporation is insured by the Federal Deposit Insurance Corporation, and the resulting corporation will also be insured by that agency;
c. The converting corporation satisfies all capital maintenance requirements for banks or capital stock savings banks, as the case may be, set forth by the Federal Deposit Insurance Corporation, by any other federal regulator and by the department;
d. The converting corporation is not subject to any outstanding supervisory order, agreement or memorandum of understanding of the Federal Deposit Insurance Corporation, any other federal regulator or the department;
e. The proposed conversion will result in a bank or capital stock savings bank, as the case may be, that will satisfy all capital maintenance requirements for savings banks or banks, as the case may be, set forth by the Federal Deposit Insurance Corporation, any other federal regulator and the department;
f. Directors designated in the certificate of incorporation possess the qualifications, experience and character required for the duties and responsibilities with which they will be charged; and
g. The interests of the converting corporation@s depositors and creditors, and the public generally, will not be jeopardized by the proposed conversion.
L.1992,c.184,s.4.
17:9A-17.5. Other conditions for conversions under mergers
5. The commissioner may approve the conversion of a corporation which does not satisfy the capital maintenance requirements set forth in subsection c. of section 4 of this act or which is subject to an outstanding supervisory order, agreement or memorandum of understanding, as provided by subsection d. of section 4 of this act, relating only to its capital condition, or which fails to meet both requirements, when the following requirements, in addition to the requirements set forth in section 4 of this act other than the requirements set forth in subsections c. and d. of section 4 relating to the capital condition of the converting corporation have been met:
a. Simultaneous with the conversion to a capital stock savings bank or bank the converting corporation shall merge with and into or be acquired by, a bank, if the conversion is to a bank; or shall merge with, into or be acquired by a capital stock savings bank if the conversion is to a capital stock savings bank; and
b. The resulting capital stock savings bank or bank immediately after the conversion and merger or acquisition will satisfy all capital maintenance requirements for capital stock savings banks or banks, as the case may be, set forth by the Federal Deposit Insurance Corporation, any other federal regulator and the department.
L.1992,c.184,s.5.
17:9A-17.6. Notification to applicant
6. a. Within 60 days of receipt of the information and documents specified in section 3 of this act, the commissioner shall notify the applicant of his intent to approve or deny the application. Approval may be conditional, requiring the applicant to satisfy conditions set by the commissioner. If the commissioner denies the application, the commissioner shall notify the applicant in writing and shall state the basis for the denial.
b. Upon finding that the applicant has met all of the requirements of this act and all conditions imposed under a conditional approval granted by the commissioner pursuant to subsection a. of this section, the commissioner shall issue a certificate of approval of the conversion which shall be endorsed upon or annexed to the certificate of incorporation.
L.1992,c.184,s.6.
17:9A-17.7. Filing of certificate of incorporation
7. The certificate of incorporation with the commissioner@s approval endorsed thereon or annexed thereto shall be filed in the department, and shall be recorded within 30 days after such approval in the same manner and places as required by section 12 of P.L.1948, c.67 (C.17:9A-12). Upon the approval by the commissioner, the filing of the certificate of incorporation, and the transfer of assets and liabilities, the converting corporation shall cease to be a capital stock savings bank or bank, as the case may be, its legal existence as a corporate entity shall terminate and the bank or capital stock savings bank, as the case may be, shall succeed to all property of the converted corporation, including the right, title and interest in and to all property of whatsoever kind and nature, whether real, personal or mixed and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity for any conveyance or transfer and without any further act or deed, shall vest in the bank or capital stock savings bank which is the resulting entity. The resulting bank or capital stock savings bank, as the case may be, shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converted corporation. All pending actions and other judicial or administrative proceedings to which the converting corporation was a party shall not be discontinued by reason of the conversion, but may be prosecuted to final judgment or order in the same manner as if the conversion had not been made and the corporation resulting from the conversion may continue such actions in its name after conversion. Any judgment or order may be rendered for or against it which might have been rendered for or against the converting corporation theretofore involved in the judicial proceedings.
L.1992,c.184,s.7.
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