(a) Notwithstanding other provisions of law and except as provided in AS 06.26.020 , a person may not act as a fiduciary in this state unless the person is
(1) a trust company organized under this chapter;
(2) a private trust company that has received an exemption under AS 06.26.200;
(3) a state financial institution;
(4) a national bank having its principal office in this state and authorized by the United States Comptroller of the Currency to act as a fiduciary;
(5) a federally chartered savings association having its principal office in this state and authorized by its federal chartering authority to act as a fiduciary;
(6) an international bank that has a branch bank in this state established or maintained under AS 06.05.550 ; in this paragraph, 'international bank' has the meaning given in AS 06.05.990 ;
(7) an interstate national bank with a branch bank in this state established or maintained under AS 06.05.550 ; in this paragraph, 'interstate national bank' means a national bank whose principal office, as designated in the bank's articles of incorporation, is not located in this state;
(8) an entity that
(A) is organized under the laws of a state of the United States other than this state;
(B) holds a charter, license, certificate, or other type of authorization from this or another state of the United States to engage in banking; and
(C) has a branch bank located in this state established or maintained under AS 06.05.550 ;
(9) an interstate state trust company or international trust company with a trust office authorized by the department under AS 06.26.810 - 06.26.895;
(10) a trustee of only charitable trusts, does not offer fiduciary services to the general public with regard to noncharitable trusts, and observes the requirements applicable to trustees under AS 13.36.225 - 13.36.290 (Alaska Uniform Prudent Investor Act); or
(11) a federally chartered credit union having its principal office in this state and authorized by the National Credit Union Administration to act as a fiduciary.
(b) In this section, 'branch bank' has the meaning given in 06.05.990.
AS 06.26.020. Exemptions.(a) Notwithstanding any other provision of this chapter, a person does not act as a fiduciary under this chapter if the person
(1) is licensed to practice law in this state, the person is acting within the scope of the license, and the person and any law firm of the person are not trustees of more trusts than the number established for the person and law firm by the department by regulation or order; in this paragraph, 'law firm' means a partnership, a professional corporation organized under AS 10.45, or another association organized for the practice of law and in which the person practices law;
(2) acts as trustee under a deed of trust delivered only as security for the payment of money or for the performance of another act;
(3) receives and distributes on behalf of a principal rents and proceeds of sales as a real estate broker or other licensee under AS 08.88;
(4) engages in securities business activity or investment advisory business activity as a registered broker-dealer, a broker-dealer agent, a state investment adviser, or an investment adviser representative, or as a federal covered adviser who has made a notice filing under AS 45.55.040(h), the person is acting within the scope of the person's registration or notice filing, and the activity is regulated by the department under AS 45.55 or by the United States Securities and Exchange Commission; in this paragraph, 'agent,' 'broker-dealer,' 'federal covered adviser,' 'investment adviser representative,' 'investment advisory business,' 'securities business,' and 'state investment adviser' have the meanings given in AS 45.55.990 ;
(5) engages in the sale and administration of an insurance product as an insurance company licensed under AS 21 or an insurance producer licensed under AS 21 and is acting within the scope of that license;
(6) handles escrow transactions and is a title insurance company that has a certificate of authority issued under AS 21.09, a title insurance limited producer that is licensed as required by AS 21.66.270 , or an employee of the title insurance company or title insurance producer when acting in the scope of the employee's employment; in this paragraph,
(A) 'escrow transaction' has the meaning given in AS 34.80.090 ;
(B) 'title insurance company' has the meaning given in AS 21.66.480 ;
(C) 'title insurance limited producer' has the meaning given in AS 21.66.480;
(7) is a cemetery association organized and acting under AS 10.30;
(8) is a trustee for a voting trust under AS 10.06 and is acting in that capacity;
(9) has a certified public accountant certificate issued under AS 08.04, the person is acting within the scope of the certificate, and the person and any accounting firm of the person are not trustees of more trusts than the number established for the person and accounting firm by the department by regulation or order; in this paragraph, 'accounting firm' means a partnership, a professional corporation organized under AS 10.45, or another association organized for the practice of public accounting and in which the person practices public accounting;
(10) holds real property in trust for the primary purpose of subdivision, development, or sale or to facilitate a business transaction with respect to the real property;
(11) serves as a trustee of a trust created by the person's family members;
(12) holds money or other assets as a homeowners' association or similar organization to pay maintenance and other related costs for commonly owned property; in this paragraph, 'homeowners' association' includes an association of apartment owners under AS 34.07.450 and a unit owners' association or master association under AS 34.08.990 ;
(13) holds money or other assets in connection with the collection of debts or payments on loans by a person acting solely as the agent or representative at the sole direction of the person to whom the debt or payment is owed, including engaging in the business of an escrow agent;
(14) acts as a conservator if the person is appointed by a court of this or another state or is qualified to act as a conservator under AS 13.26.320;
(15) acts as a personal representative if the person is appointed a personal representative by a court of this or another state or is qualified to act as a personal representative under AS 13.21.035 ;
(16) acts as a guardian or receiver if the person is appointed as a guardian or receiver by a court of this or another state;
(17) is a business partner acting with regard to the business, or a co-owner of property acting with regard to the co-owned property;
(18) serves as a trustee of one or more trusts in which the settlor is not a family member of the person, except that the person may not at any one time serve as a trustee for trusts that cumulatively have more than 10 different settlors; however, the department may change by regulation or order the maximum number of settlors allowed for this exemption; in this paragraph, a husband and wife who create a joint trust are considered to be one settlor.
(b) When establishing the number of trusts that are allowed for an exemption under (a)(1) or (9) of this section or when changing the maximum number of settlors that are allowed for an exemption under (a)(18) of this section, the department shall consider the protection of the public, the effect on efficient delivery of trust services at a reasonable cost, and the likelihood that the particular exemption can make the trust services available to the persons who need the service.
(c) In addition to the exemptions identified in (a) of this section, the department may by regulation or order grant an exemption to a person if the person demonstrates good cause for needing the exemption and the department determines that the exemption would not conflict with public order or convenience.
(d) In addition to any other requirements established for the exemption, to maintain an exemption under this section, a person who is exempt under (a) or (c) of this section may not offer fiduciary services to the general public.
AS 06.26.030. Location of Operation.(a) A trust company may act as a fiduciary in this state, another state, or a foreign country, subject to complying with applicable laws of the state or foreign country, at an office or branch established and maintained under this chapter.
(b) A trust company may conduct any activities at an office outside this state that are permissible for a trust company chartered by the host state, except to the extent those activities are expressly prohibited by the laws of this state or by a regulation or order of the department applicable to the trust company.
Article 02. NAME, POWERS, ORGANIZATION, AND CAPITALIZATION
AS 06.26.040. Name of Trust Company.(a) A person may not use the words 'trust' or 'trust company' or any other words in a manner that could reasonably be expected to convey the impression that the person is acting as a fiduciary unless the person is authorized to act as a fiduciary under AS 06.26.010 .
(b) This section does not prohibit the use of the words 'trust' or 'trust company' in the name of a corporation that is in existence as of January 1, 2003 and that is not subject to this chapter if the corporation was originally organized under the laws of this state and has not, since the date of its original organization, amended or restated its articles of incorporation to delete from its name the words 'trust' or 'trust company.'
AS 06.26.050. Powers of Trust Company.(a) A trust company may perform any act as a fiduciary that a state financial institution, or a national bank exclusively exercising trust powers, may perform, including
(1) acting as trustee under a written agreement;
(2) receiving money and other property as trustee for investment in real or personal property;
(3) acting as a trustee and performing the fiduciary duties committed or transferred to it by a court;
(4) receiving money or other assets under AS 06.35;
(5) acting as an executor, an administrator, or a trustee of the estate of a deceased person;
(6) acting as a custodian, guardian, conservator, or trustee for a minor or an incapacitated person;
(7) acting as a successor fiduciary to a depository;
(8) receiving for safekeeping any type of personal property;
(9) acting as a custodian, an assignee, a transfer agent, an escrow agent, a registrar, or a receiver;
(10) acting as an investment adviser, an agent, or an attorney-in-fact in any agreed upon capacity;
(11) exercising additional powers expressly authorized by a regulation adopted under this chapter; and
(12) exercising an incidental power that is reasonably necessary to enable it to fully exercise the powers expressly conferred according to commonly accepted fiduciary customs and usage.
(b) A trust company may exercise the powers of a business incorporated under the laws of this state that are reasonably necessary to enable the exercise of its specific powers under this chapter.
(c) A trust company may contribute to community solicitations, or to charitable, philanthropic, or benevolent instrumentalities that operate to promote public welfare, amounts that its board considers appropriate and in the interests of the trust company.
(d) Subject to AS 06.26.370 , a trust company may deposit trust money or other assets with itself.
(e) Subject to the approval of the department and to being insured by the Federal Deposit Insurance Corporation or its successor, a trust company may accept deposits from the public.
(f) A trust company organized under this chapter may apply for a certificate of authority under AS 06.05.
(g) A trust company organized under this chapter with a certificate of authority issued under AS 06.05 may exercise all powers granted to it under AS 06.05 to the extent the powers do not conflict with this chapter. A trust company with a certificate of authority issued under AS 06.05 is subject to all of the provisions of AS 06.05. In case of a conflict between the provisions of this chapter and AS 06.05, the provisions of this chapter apply.
(h) In (a) of this section, 'national bank exclusively exercising trust powers' means a person issued a charter by the United States Comptroller of the Currency if the charter confers only trust powers.
AS 06.26.060. Organizers.One or more persons may organize a trust company.
AS 06.26.070. Incorporation.(a) A trust company shall be incorporated under AS 10.06.
(b) In addition to the items required under AS 10.06.208 to be included in articles of incorporation, the articles of incorporation of a trust company must specify
(1) the judicial district where the trust company will be located and the community where the trust company will locate its principal place of business;
(2) the amount of the trust company's stock, which must be divided into shares having a par value of not less than $1 each;
(3) that there will be at least five but not more than 25 directors;
(4) the period for which the trust company is organized, whether limited or perpetual;
(5) the name by which the trust company will be known, which must contain the words 'trust company' as a part of the name; and
(6) a declaration that each incorporator will, if elected, accept the responsibilities and faithfully discharge the duties of a director.
AS 06.26.080. Amendment of Articles or Bylaws.(a) A trust company may amend its articles of incorporation or bylaws in a manner consistent with its articles, its bylaws, AS 10.06, and this chapter by a vote of its shareholders representing at least a majority of the capital at a regular meeting or at a special meeting called for that purpose. The trust company shall file a written notice of an amendment with the department.
(b) The department has 60 days from the date that the department receives a notice under (a) of this section to review the amendment, and the amendment becomes effective on the 61st day after the department receives the notice unless the department specifies a different date. The department may extend the 60-day period of review if the department determines that the notice raises significant issues that require additional information or if the department needs additional time for analysis. If the 60-day period of review is extended, the amendment becomes effective only when the department approves the amendment in writing.
AS 06.26.085. Certificate of Authority Required.A person may not act as a trust company until a certificate of authority is received from the department.
AS 06.26.090. Application For Certificate of Authority.(a) An application for a certificate of authority shall be made in the form required by the department and must be supported by the information, data, records, and opinions of counsel required by the department. The application must be accompanied by all fees and deposits required by this chapter.
(b) The department may grant a certificate of authority only if the department receives evidence from the applicant that the department determines demonstrates that the establishment of the proposed trust company will serve public convenience and well-being. The evidence must address the following factors:
(1) the market to be served;
(2) whether the proposed organizational structure, capital structure, and amount of initial capitalization are adequate for the proposed trust company and its location;
(3) whether the anticipated volume and nature of the proposed trust company indicates a reasonable probability of success and profitability based on the market sought to be served;
(4) whether, as a group, the proposed officers, directors, and employees have sufficient fiduciary experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed trust company will operate in compliance with the law and that success of the proposed trust company is probable;
(5) whether each principal shareholder has sufficient experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed trust company will be free from improper or unlawful influence or interference with respect to the trust company's operation in compliance with the law; and
(6) whether the persons organizing the trust company are acting in good faith.
(c) The applicant for a certificate of authority bears the burden of establishing that public convenience and well-being will be served by the establishment of the trust company. The failure of an applicant to furnish required information, data, opinions of counsel, other material, the required fee, or a required deposit is considered an abandonment of the application.
(d) An applicant shall pay under AS 06.01.010 the investigation expenses incurred by the department in processing an application for a certificate of authority. When submitting an application to the department, the applicant shall pay the department $2,000 as an advance payment of the investigation expenses incurred by the department. If the investigation expenses incurred by the department are less than $2,000, the department shall promptly refund the excess to the applicant. If the investigation expenses incurred by the department are greater than $2,000, the department may obtain reimbursement from the applicant.
(e) The department shall determine whether all of the applicable requirements of this section have been satisfied and shall enter an order granting or denying the certificate of authority. The department may deny the application if the department determines that the requirements of this chapter have not been met. The department may set conditions on the certificate of authority and shall include any conditions in the order granting the certificate of authority.
(f) If a protest of the application is not filed with the department on or before the 15th day after the last date that the notice is published under AS 06.26.100 , the department may immediately determine whether the application meets the requirements of this section based on the application and investigation.
AS 06.26.100. Department Notices Regarding Application..(a) The department shall notify the organizers of a proposed trust company when the application under AS 06.26.090 is complete and accepted for filing and all required fees and deposits have been paid. Promptly after notification, the organizers shall publish in a form specified by the department notice of the filing of the application in a newspaper of general circulation published in the community proposed as the trust company's principal place of business. If a newspaper of general circulation is not published in the community, the organizers shall publish the notice in a newspaper of general circulation near the community. The department may require the organizers to publish the notice at other locations reasonably necessary to solicit the views of potentially affected persons. The notice must include a solicitation of comments and protests.
(b) To prove that the publication required by (a) of this section has been accomplished, the organizers shall file with the department an affidavit of publication from the newspaper in which the notice was published.
AS 06.26.110. Issuance of Certificate of Authority; Required Operation.(a) The department may not deliver a certificate of authority to a person to act as a trust company until the person has
(1) received cash or marketable securities in at least the full amount of the capital required under AS 06.26.120 from subscriptions for the issuance of shares;
(2) elected or qualified the initial officers and directors named in the application for the certificate of authority or other officers and directors approved by the department; and
(3) complied with all other requirements of this chapter related to the organization of a trust company.
(b) A person who receives a certificate of authority, including a certificate of authority with conditions, shall open a home office and begin providing fiduciary services within six months after the date that the person receives the certificate of authority or by the end of any extension of the six-month period allowed by the department. If the person does not open the home office or begin providing fiduciary services within the six months or by the end of any extension, the department shall revoke the certificate of authority.
AS 06.26.120. Required Capital; Change in Outstanding Capital and Surplus.(a) A trust company may not act as a fiduciary unless the trust company has paid-in capital in an amount acceptable to the department, but not less than $400,000, and paid-in surplus equal to 20 percent of paid-in capital. The trust company shall hold its unimpaired capital as security for the faithful discharge of the fiduciary duties undertaken by the trust company and for the claims of creditors.
(b) The department may by order require or permit adjustment to capital for a proposed or existing trust company if the department finds the condition and operations of an existing trust company or the proposed scope or type of operations of a proposed trust company requires adjustment to capital to protect the safety and soundness of the trust company. The safety and soundness factors to be considered by the department in the exercise of its discretion to adjust capital include
(1) the nature and type of business conducted;
(2) the nature and degree of liquidity of the assets held by the trust company other than trust assets;
(3) the amount of fiduciary assets being managed;
(4) the type of fiduciary assets held and the depository of those assets;
(5) the complexity of the fiduciary duties and degree of discretion undertaken;
(6) the competence and experience of management;
(7) the extent and adequacy of internal controls;
(8) the presence or absence of annual unqualified audits by an independent certified public accountant;
(9) the reasonableness of the trust company's plans for retaining or acquiring additional capital; and
(10) the existence and adequacy of insurance held by the trust company to protect its customers, beneficiaries, and grantors.
(c) If the department orders a trust company to increase or adjust its capital, the order must state the date by which the increase or adjustment must be made. An order under this subsection does not prohibit the trust company from later applying to the department to reduce capital requirements for the trust company under (b) of this section.
(d) Subject to (b) of this section, a trust company to which the department issues a certificate of authority shall at all times maintain capital in at least the amount required under (a) of this section, as increased or decreased under (b) of this section.
(e) A trust company may not reduce or increase its outstanding capital through dividend, redemption, issuance of shares, or otherwise without the prior written approval of the department, unless otherwise permitted by this chapter.
(f) Prior approval by the department is not required for a decrease in surplus caused by incurred losses that exceed undivided profits. A decrease to surplus as a result of losses shall be replaced before payment of further dividends.
AS 06.26.130. Capital Notes or Debentures..(a) A trust company may, with the written consent of the department, and if authorized by its articles of incorporation or approved by persons owning two-thirds of the stock of the trust company entitled to vote, issue convertible or nonconvertible capital notes or debentures. The principal amount of notes and debentures outstanding at any time may not exceed 33 1/3 percent of the capital stock and surplus fund of the trust company on the date of issuance. The rate and term are subject to the approval of the department, but the term may not exceed 20 years.
(b) A trust company may not retire capital notes or debentures if the retirement creates an impairment of its capital. Capital notes and debentures are subordinated in right of payment in the event of insolvency or liquidation of the trust company to the prior payment of all deposits and all claims of other creditors except the holders of securities on a parity with the capital notes and debentures and the holders of securities expressly subordinated to the capital notes and debentures.
AS 06.26.140. Cumulative Voting.Shareholders may not use cumulative voting in the election of directors unless cumulative voting is allowed by the trust company's articles of incorporation.
Article 03. OPERATION OF OFFICES
AS 06.26.150. Trust Company Home Office.(a) A trust company shall continuously maintain in this state a home office where the trust company operates and keeps its records. At least one executive officer shall maintain an office at the home office.
(b) Each executive officer at the home office is an agent of the trust company for service of process.
(c) A trust company may change its home office to any of its offices existing at the time of the change within this state by filing a written notice with the department setting out the name of the trust company, the street address of its home office before the change, the street address to which the home office is to be changed, and a copy of a resolution adopted by the trust company's board authorizing the change.
(d) The change of the location of a home office takes effect on the 61st day after the date the department receives the notice under (c) of this section, unless the department establishes a different date or unless, before the 61st day, the department notifies the trust company that the trust company shall establish to the satisfaction of the department that the relocation is consistent with the original determination made under AS 06.26.090 for the establishment of a trust company at that location, in which event the change of home office takes effect when approved by the department.
AS 06.26.160. Trust Company Branch Offices.(a) A trust company may establish branch offices anywhere in the state by
(1) filing a written notice with the department setting out the name of the trust company, the street address of the proposed branch office, and a description of the activities proposed to be conducted at the branch office;
(2) filing with the department a copy of a resolution adopted by the trust company's board authorizing the establishment or acquisition of the branch office; and
(3) paying the filing fee established by the department by regulation.
(b) The department has 60 days from the date the department receives the notice under (a) of this section to review the proposal for the branch office, and the trust company may begin operating the branch office on the 61st day after the date the department receives the notice, unless the department specifies a different date.
(c) The department may extend the 60-day period of review provided by (b) of this section if the department determines that the proposed branch office raises issues that require additional information or if the department needs additional time for analysis. If the 60-day period of review is extended, the trust company may establish the branch office only after the department approves the branch office in writing. The department may deny the trust company permission to establish a branch office if the department has safety or soundness concerns.
AS 06.26.170. Trust Company Representative Offices.(a) A trust company may establish or acquire representative trust offices anywhere in this state. To establish or acquire a representative office, a trust company shall
(1) file a written notice with the department that sets out the name of the trust company and the location of the proposed representative office;
(2) file with the department a copy of a resolution adopted by the trust company's board authorizing the establishment or acquisition of the representative office; and
(3) pay the filing fee established by the department by regulation.
(b) The department has 60 days from the date the department receives the notice filed under (a) of this section to review the establishment or acquisition of a representative office, and the trust company may begin operating the representative office on the 61st day after the date the department receives the notice, unless the department specifies a different date.
(c) The department may extend the 60-day period of review provided by (b) of this section if the department determines that the written notice raises issues that require additional information or if the department needs additional time for analysis. If the 60-day period of review is extended, the trust company may establish the representative office only after the department approves the office in writing. The department may deny permission to establish or acquire a representative office of the trust company if the department has safety or soundness concerns.
AS 06.26.180. Offices Outside the State.(a) With the prior written approval of the department, a trust company may establish a branch office or a representative office outside this state. To establish a branch office or representative office outside this state, a trust company shall
(1) submit an application to the department specifying the location of the proposed office, the business to be conducted at the proposed office, and the laws of the jurisdiction where the office will be located that permit the office to be established;
(2) file with the department a copy of a resolution adopted by the trust company's board authorizing the establishment or acquisition of the office; and
(3) pay the filing fee established by the department by regulation.
(b) The department may approve an application under (a) of this section for a branch office or representative office if the department finds that
(1) the laws of the jurisdiction in which the office is to be located permit the establishment of the office; and
(2) the department does not have a significant supervisory or regulatory concern regarding the proposed office.
(c) If a trust company submits with the application a certified statement of the governmental regulator for the jurisdiction in which the office is to be located expressly permitting the establishment of the office, the trust company may establish the office by following the procedures under AS 06.26.090 , except that the trust company may not establish the office before the 91st day after the date the department receives the notice filed under AS 06.26.160 (a) unless the department notifies the trust company that the trust company may establish the office on an earlier date.
(d) The department may deny a trust company permission to establish a branch office or representative office outside this state if the department has safety or soundness concerns regarding
(1) the market to be served;
(2) whether the proposed organizational structure, capital structure, and amount of capitalization are adequate;
(3) whether the anticipated volume and nature of the proposed office indicate a reasonable probability of success and profitability based on the market sought to be served;
(4) whether, as a group, the officers, directors, and employees have sufficient fiduciary experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed office will operate in compliance with law.
AS 06.26.190. Hours of Operation.(a) A trust company and an interstate state trust company or an international trust company maintaining a trust office under AS 06.26.895 may close on the legal holidays described in AS 44.12.010 - 44.12.025. A notice of holiday closings shall be made available to the trust company's customers by mail, by the Internet, or by other means.
(b) A trust company and an interstate state trust company or international trust company maintaining a trust office under AS 06.26.810 - 06.26.895 may close on any business day if the trust company
(1) notifies the department in advance of the closure; and
(2) makes a closure notice available to its customers by mail, by the Internet, or by other means.
(c) The hours of operation, and any changes in the hours of operation, of a trust company and an interstate state trust company or international trust company maintaining a trust office under AS 06.26.810 - 06.26.895 must be submitted to the department and must be made available to the trust company's customers by mail, by the Internet, or by other means.
(d) Notwithstanding this section, the hours of operation of a trust company with a certificate of authority issued under AS 06.05 are subject to AS 06.05.166 .
Article 04. PRIVATE TRUST COMPANIES
AS 06.26.200. Private Trust Companies.(a) Unless the department expressly in writing exempts the person under this section from all or some of the provisions of this chapter, a private trust company shall comply with the provisions of this chapter applicable to a trust company.
(b) A person may apply in writing for an exemption from specific provisions of this chapter. The department may grant the exemption, in whole or in part, if the department finds that the person qualifies under (c) of this section and does not and will not offer fiduciary services to the general public.
(c) To qualify as a private trust company, a person shall be a corporation organized under AS 10.06, a limited liability company organized under AS 10.50, or a limited partnership formed under AS 32.11, and the person's
(1) articles of incorporation, articles of organization, or partnership agreement must prohibit the person from acting as a fiduciary of a trust, except for a trust created during the lifetime or upon the death of
(A) one named individual;
(B) a child, grandchild, or greatgrandchild of the individual identified in (A) of this paragraph, but not including a stepchild, stepgrandchild, or stepgreatgrandchild;
(C) a spouse or former spouse, including a person divorced from the individual, of an individual identified in (A) and (B) of this paragraph; and
(2) headquarters must be located in this state, or the person must have in force a contract with a qualified entity to represent the person on an exclusive or nonexclusive basis in this state, including maintaining a set of records for each trust for which the person acts as a fiduciary and receiving legal process on behalf of the person; in this paragraph, 'qualified entity' has the meaning given to 'qualified person' in AS 13.36.390 (2)(B) and (C).
(d) At the expense of the applicant, the department may examine or investigate the applicant in connection with an application for an exemption under this section. Unless the application presents novel or unusual questions, the department shall approve or deny the application for exemption not later than the 61st day after the date that the department considers the application complete and accepted for filing. If the application presents novel or unusual questions, the department may extend the time for approving or denying the application. The department may require the applicant to submit additional information the department considers necessary to make an informed decision.
(e) The department may make an exemption under this section subject to conditions or limitations imposed by the department that are consistent with this chapter.
(f) The department may adopt regulations that are consistent with this chapter defining the activities that do not constitute providing or offering fiduciary services to the general public, specifying the provisions of this chapter that are subject to an exemption under this section, and establishing procedures and requirements for obtaining, maintaining, or revoking an exemption granted under this section.
AS 06.26.210. Requirements to Apply For and Maintain Status as a Private Trust Company.(a) To obtain an exemption under AS 06.26.200 , a person shall file an application with the department containing
(1) a nonrefundable application fee established by the department by regulation;
(2) information that demonstrates that the person qualifies under AS 06.26.200(c);
(3) a detailed statement under oath showing the applicant's assets and liabilities as of the end of the month that precedes the date of the filing of the application with the department;
(4) a statement under oath of the reason for requesting the exemption;
(5) a statement under oath that the applicant currently does not offer fiduciary services to the general public and that the applicant will not offer fiduciary services to the general public without the prior written permission of the department;
(6) the current street address of the physical location in this state where the applicant will maintain its records, the applicant's current telephone number at that location, and a statement under oath that the address given is true and correct and not a United States Postal Service post office box or a private commercial mail drop;
(7) a list of the specific provisions of this chapter or regulations adopted under this chapter from which the applicant requests an exemption.
(b) The department may not approve an exemption under this section unless the application complies with (a) of this section.
(c) To maintain its exemption under AS 06.26.200 , a private trust company
(1) may not offer fiduciary services to the general public;
(2) shall continue to qualify under AS 06.26.200 (c); and
(3) shall file an annual certification on or before December 31 of each year on a form provided by the department that the private trust company is maintaining the conditions and limitations of its exempt status; the annual certification must be accompanied by a fee established by the department by regulation.
(d) The annual certification required under (c) of this section is valid only if it bears an acknowledgment stamped by the department. The department has 60 days from the date it receives the annual certification to review the annual certification and return a copy of the acknowledged annual certification to the private trust company. The burden is on the exempt private trust company to notify the department of a failure to return a copy of an acknowledged annual certification within the 60-day period.
(e) The department may examine or investigate the private trust company periodically as necessary to verify the annual certification.
(f) Notwithstanding having an exemption under AS 06.26.200 , a private trust company shall comply with the home office provisions of AS 06.26.150 and shall report to the department any change of address or telephone number within 30 days after the change.
AS 06.26.220. Transfer of Control.Control of an exempt private trust company may not be sold or otherwise transferred with an exemption under AS 06.26.200 . In any change of control, the exempt status of the private trust company automatically terminates on the effective date of the transfer, and the person acquiring control must comply with this chapter. After transfer of control, a separate application for an exemption under AS 06.26.200 must be filed with the department if the acquiring person wishes to obtain or continue an exemption under AS 06.26.200 .
AS 06.26.230. Revocation of Exemption.(a) The department may revoke an exemption under AS 06.26.200 if the exempt private trust company
(1) makes a false statement under oath on any document required to be filed by this chapter;
(2) fails to submit to an examination as required by AS 06.26.200 ;
(3) withholds requested information from the department; or
(4) violates a provision of this chapter applicable to exempt private trust companies.
(b) If the department determines from examination or other credible evidence that an exempt private trust company has violated a requirement of this chapter, the department may by personal delivery or registered or certified mail, return receipt requested, notify the exempt private trust company in writing that the department will revoke the private trust company's exemption as of a stated date, which may not be before the fifth calendar day after the date that the notification is delivered or mailed. The notification must state the grounds for the revocation with reasonable certainty. After a revocation takes effect, the revocation is final, and the private trust company is subject to all of the requirements and provisions of this chapter that are applicable to private trust companies not exempt under AS 06.26.200 .
(c) A private trust company shall comply with the provisions of this chapter from which it was formerly exempt within five calendar days after the effective date of a revocation of its exemption under this section. However, if the department determines at the time of revocation that the private trust company has been engaging in or attempting to engage in acts intended or designed to deceive or defraud, the department may, in the department's sole discretion, shorten or eliminate the five-calendar-day compliance period.
(d) If, within the time allowed under (c) of this section, the private trust company does not comply with all of the provisions of this chapter, including the capitalization requirements that have been determined by the department as necessary to assure the safety and soundness of the private trust company, the department may
(1) file a court action or pursue another remedy provided by this chapter; or
(2) refer the private trust company to the attorney general for institution of appropriate legal proceedings against the private trust company.
AS 06.26.240. Conversion to Trust Company.(a) A private trust company may not offer fiduciary services to the general public as a trust company until the private trust company satisfies the requirements of this section.
(b) The private trust company shall file a notice with the department on a form prescribed by the department, furnish a copy of a resolution adopted by the board authorizing the private trust company to offer fiduciary services to the general public, pay any filing fee established by the department by regulation, and comply with the requirements of this chapter for trust companies. The notice must provide the name of the private trust company and acknowledge that any exemption granted or otherwise applicable to the private trust company under AS 06.26.200 ceases to apply on the effective date of the notice.
(c) The department has 60 days after the department receives the notice under (a) of this section to review the conversion, and a private trust company may begin providing or offering fiduciary services to the general public on the 61st day after the date that the department receives a notice under (a) of this section from the private trust company, unless the department specifies a different date.
(d) The department may extend the 60-day period of review provided by (c) of this section if the department determines that the notice raises issues that require additional information or if the department needs additional time for analysis. If the 60-day period of review is extended, the private trust company may offer fiduciary services to the general public only after written approval by the department.
(e) The department may deny a private trust company permission to offer fiduciary services to the general public as a trust company if the department finds that the private trust company does not meet the requirements of this chapter for trust companies.
AS 06.26.245. Trust Company Authority.The provisions of AS 06.26.200 - 06.26.240 may not be interpreted to prevent a trust company from providing fiduciary services as a private trust company.
Article 05. INVESTMENTS, LOANS, AND DEPOSITS
AS 06.26.250. Regulations On Investments.The department may adopt regulations to establish limits, requirements, or exemptions for particular classes or categories of investment, or limit or expand investment authority for trust companies for particular classes or categories of securities or other property.
AS 06.26.260. Pledge of Assets.(a) A trust company may not pledge or create a lien on any of the assets belonging to the trust company except to secure
(1) the repayment of money borrowed;
(2) trust deposits as specifically authorized or required by AS 06.26.370 or by regulations adopted under this chapter; or
(3) deposits made by the United States government, the state, or a municipality, or an agency of those governmental bodies.
(b) An act, a deed, a conveyance, a pledge, or a contract that violates this section is void.
Article 06. TRUST ASSETS
AS 06.26.370. Deposits of Trust Assets.(a) A trust company may deposit trust money or other trust assets with itself as an investment if the settlor or the beneficiary authorizes the deposit and if
(1) the trust company maintains as security for the deposits a separate fund of securities that may be used for trust investments and that are under the control of a federal reserve bank or a clearing corporation in this state or elsewhere; in this paragraph, 'clearing corporation' has the meaning given in AS 45.08.102 ;
(2) the total market value of the security fund maintained under (1) of this subsection is at all times at least equal to the deposit;
(3) the security fund maintained under (1) of this subsection is expressly designated as a security fund; and
(4) the security fund maintained under (1) of this subsection is maintained under the control of a person listed in AS 06.26.010 (a).
(b) A trust company may make periodic withdrawals from or additions to the security fund required by (a) of this section if the trust company maintains the value required by (a) of this section for the security fund. Income from the securities in the security fund belongs to the trust company.
(c) Notwithstanding (a) of this section, security under (a) of this section for a deposit is not required to the extent the deposit is insured by the Federal Deposit Insurance Corporation or its successor.
AS 06.26.380. Common Investment Funds.Subject to regulations adopted by the department, a trust company may invest trust assets in common investment funds.
AS 06.26.390. Fee Determination; Investment and Management Costs.(a) A trust company shall deal at arm's length with a person when arranging the compensation to be paid by the person for the services of the trust company. Any compensation paid to the trust company must be a reasonable amount with respect to the services rendered.
(b) When investing and managing trust assets, a trust company may only incur costs that are appropriate and reasonable in relation to the assets, the purposes of the trust, and the skills of the trust company.
AS 06.26.400. Disclosure of Conflicts of Interest.Before accepting appointment as a trustee, a trust company shall disclose any conflict of interest that may reasonably be expected to arise in the relationship.
AS 06.26.410. Requirements For Handling Trust Assets.A trust company, its representatives, and its appointees shall observe the requirements applicable to trustees under AS 13.36.225 - 13.36.290 (Alaska Uniform Prudent Investor Act).
Article 07. OWNERSHIP
AS 06.26.450. Acquisition of Control.(a) Except as expressly otherwise permitted under this chapter, a person may not, without the prior written approval of the department, directly or indirectly acquire control of a trust company through a change in a legal or beneficial interest in voting securities of a trust company or a corporation or other person who owns voting securities of a trust company.
(b) This section does not apply to
(1) the acquisition of securities in connection with the exercise of a security or other interest in full or partial satisfaction of a debt previously contracted for in good faith if the acquiring person files written notice of acquisition with the department before the person votes the securities acquired;
(2) the acquisition of voting securities in any class or series by a person in control who has previously complied with and received approval to acquire control under AS 06.26.450 - 06.26.480 or who was identified as a person in control in an earlier application filed with and approved by the department;
(3) an acquisition or transfer by operation of law, a will, or in testate succession if the acquiring person files written notice of acquisition with the department before the person votes the securities acquired; or
(4) a transaction exempted by the department by regulation or order because the transaction is not within the purposes of AS 06.26.450 - 06.26.480.
AS 06.26.460. Application For Acquisition of Control.(a) A proposed transferee seeking approval under AS 06.26.450 to acquire control of a trust company shall file with the department
(1) an application in the form prescribed by the department;
(2) the filing fee established by the department by regulation; and
(3) all information required by regulation or that the department requires for a particular application in order to make an informed decision to approve or reject the proposed acquisition.
(b) If the proposed transferee under (a) of this section includes a group of persons acting together, the department may require each member of the group to provide information to the department.
(c) If the proposed transferee is not a resident of the state, a corporation organized under AS 10.06, or a foreign corporation qualified under AS 10.06 to transact business in this state, the proposed transferee shall file with the department a written consent to service of process on a resident of this state for any court action arising out of or connected with the proposed acquisition of control.
(d) Promptly after the department accepts the application as complete, the proposed transferee shall publish notice of the application, the date of filing the application, and the identity of each participant in the acquisition of control in the form specified by the department in a newspaper of general circulation published in the community proposed as the trust company's principal place of business. If a newspaper of general circulation is not published in the community, the notice shall be published in a newspaper of general circulation near the community. Publication of notice of an application may be deferred for up to 31 days after the date the application is filed if
(1) the proposed transferee requests confidential treatment and represents that a public announcement of the tender offer and the filing of appropriate forms with the United States Securities and Exchange Commission or the appropriate federal banking agency, as applicable, will occur within the period of deferral; and
(2) the department determines that public interest will not be harmed by the requested confidential treatment.
(e) The department may waive the requirement that a notice be published or permit delayed publication of the notice if the department makes a written determination that waiver or delay is in the public interest.
AS 06.26.470. Decision On Application For Acquisition of Control.(a) The department shall approve or deny an application for acquisition of control not later than the 60th day after the date that the notice regarding acquisition of control is published under AS 06.26.460.
(b) If the department approves an application filed under AS 06.26.460, the applicant may acquire control. Any written commitment from the proposed transferee offered to and accepted by the department as a condition for approval of the application is enforceable against the trust company and the transferee.
AS 06.26.480. Objection to Other Transfer.AS 06.26.450 - 06.26.480 may not be construed to prevent the department from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securities that evidence a direct or indirect interest in a trust company if the department considers the transfer to be against the public interest.
Article 08. GOVERNANCE
AS 06.26.500. Voting Securities Held as Trust Assets.(a) Voting securities of a trust company held by the trust company as trust assets under a will or trust, whether registered in the trust company's own name or in the name of its nominee, may not be voted in the election of directors or on a matter affecting the compensation of directors, officers, or employees of the trust company unless
(1) under the terms of the will or trust, the manner in which the voting securities are to be voted may be determined by a donor or beneficiary of the will or trust and the donor or beneficiary actually makes the determination in the matter at issue;
(2) the terms of the will or trust expressly direct the manner in which the securities must be voted to the extent that no discretion is vested in the trust company as fiduciary; or
(3) the securities are voted solely by a person who is a joint fiduciary, but who is not a person who is affiliated with the trust company, as if the joint fiduciary were the sole fiduciary.
(b) Voting securities of a trust company that may not be voted under this section are considered to be authorized but unissued for the purpose of determining the procedures for and results of the vote under this section.
AS 06.26.510. Board of Directors.(a) The board of directors of a trust company shall consist of at least five but not more than 25 directors, and the majority of the directors must be residents of this state. The principal executive officer of the trust company is a member of the board and the board's presiding officer unless the board elects a different presiding officer. The presiding officer shall perform the duties designated by the board.
(b) Unless the department consents in writing, a person may not serve as a director of a trust company if
(1) the trust company incurs an unreimbursed loss attributable to a charged-off obligation of the person or holds a judgment against the person or against another person who was controlled by the person when the loan that gave rise to the judgment or charged-off obligation was funded and went into default;
(2) the person has been convicted of a felony, or of another crime involving moral turpitude or breach of trust; or
(3) the person, acting as a personal representative, made a loan of trust money or other assets, or a purchase or sale of trust assets, that is voidable under AS 13.16.400 and the person has not corrected the situation.
(c) If a trust company does not elect directors before the 61st day after the date of its regular annual meeting, the department may appoint a person to operate the trust company and elect directors. If the appointed person is unable to locate or elect persons willing and able to serve as directors, the department may close the trust company for liquidation.
(d) A vacancy on a board that reduces the number of directors to fewer than five shall be filled not later than the 30th day after the date that the vacancy occurs. If the vacancy on the board is not filled within 30 days after the date that the vacancy occurs, the department may appoint a person to operate the trust company and elect a board of at least five persons. If the appointed person is unable to locate or elect five persons willing and able to serve as directors, the department may close the trust company for liquidation.
(e) Before beginning each term to which a person is elected to serve as a director of a trust company, the person shall submit an affidavit to be filed with the minutes of the trust company stating that the person, to the extent applicable,
(1) accepts the position and is not disqualified from serving in the position;
(2) will not violate or knowingly permit a director, an officer, or an employee of the trust company to violate any law applicable to the conduct of business of the trust company; and
(3) will diligently perform the duties of the position.
AS 06.26.520. Board Meetings and Review of Reports.(a) The board of directors of a trust company shall meet at least once every three months. The department or a director may call a special meeting of the board. A majority of the board constitutes a quorum. The board shall keep minutes of each board meeting, including a record of attendance and a record of all votes.
(b) At least once every three months, the board of directors of a trust company shall review written reports prepared by the president, other officers of the trust company, or a trust committee appointed under AS 06.26.550 . The reports must include the accounts that have been opened or closed during the calendar quarter before the meeting and the trust accounts subject to annual review during the calendar quarter before the meeting.
AS 06.26.530. Officers.(a) The board shall annually appoint the officers of the trust company. The officers serve at the pleasure of the board.
(b) The president of the trust company is the principal executive officer primarily responsible for the execution of board policies and operation of the trust company. The trust company shall have an officer responsible for the maintenance and storage of all records of the trust company and for required attestation of signatures. These positions may not be held by the same person. The board may appoint other officers of the trust company as the board considers necessary.
AS 06.26.540. Prohibition of Certain Action By Officer or Employee.Unless expressly authorized by a resolution of the board recorded in the minutes of the board, an officer or employee may not create or dispose of a trust company asset or create or incur a liability on behalf of the trust company.
AS 06.26.550. Trust Committee.(a) The board may appoint a trust committee to act for the company in matters dealing with the initial and annual reviews of accounts, account acceptance, and investment strategies. A trust committee shall consist solely of directors, officers, or employees of the trust company, or any combination of these positions. The trust committee shall keep a record of its actions and shall report in writing to the board on all actions taken by the trust committee since the previous board meeting. The board shall ratify or rescind each action.
(b) The trust committee shall meet at least once a month to review existing accounts and to ratify or rescind newly accepted accounts. The trust committee may not ratify a new account unless it is approved by a majority of the members of the trust committee present at the meeting at which the new account is considered.
(c) A trust committee may elect one or more officers to accept new accounts, subject to the requirements of (b) of this section.
AS 06.26.560. Prohibited Acts.(a) A director, an officer, an employee, or a shareholder of a trust company may not
(1) conceal information or a fact, or remove, destroy, or conceal a book or record of the trust company, for the purpose of concealing information or a fact from the department or an agent of the department; or
(2) for the purpose of concealing, remove or destroy a book or record of the trust company that is material to a pending or anticipated court or administrative proceeding.
(b) A director, an officer, or an employee of a trust company may not make a false entry in the records, a report, or a statement of the trust company.
AS 06.26.570. Transactions With Management and Affiliates; Penalties.(a) Without the prior approval of a disinterested majority of the board recorded in the minutes, or, if a disinterested majority cannot be obtained, the prior written approval of the department, a trust company may not directly or indirectly
(1) sell or lease an asset of the trust company to a director, an officer, a principal shareholder, or an affiliate of the trust company;
(2) purchase or lease property in which a director, an officer, a principal shareholder, or an affiliate of the trust company has an interest; or
(3) extend credit to a director, an officer, a principal shareholder, or an affiliate of the trust company.
(b) In addition to the requirements of (a) of this section, a lease transaction described in (a)(2) of this section involving real property may not be consummated, renewed, or extended by the trust company without the prior written approval of the department.
(c) A trust company may not extend credit to a director, an officer, an employee, a principal shareholder, or an affiliate of the trust company unless the extension of credit
(1) is made on substantially the same terms, including interest rates and collateral requirements, as the terms prevailing at the time for comparable transactions by the trust company with persons who are not directors, officers, employees, principal shareholders, or affiliates of the trust company;
(2) does not involve more than the normal risk of loss or present other unfavorable features; and
(3) follows credit underwriting procedures that are as stringent as the underwriting procedures applicable to comparable transactions by the trust company with persons who are not directors, officers, employees, principal shareholders, or affiliates of the trust company.
(d) The department may adopt regulations to implement this section, including regulations to establish limits, requirements, or exemptions other than those specified by this section for particular categories of transactions.
(e) In this section, 'affiliate' does not include a subsidiary of the trust company.
AS 06.26.580. Trust Asset Transactions Involving Certain Securities, Assets, or Information.(a) Except as provided in this chapter, or as authorized under the instrument creating the relationship, a trust company may not invest trust assets in the stock or obligations of, or use trust assets to acquire property from, the trust company or any of the trust company's officers, directors, or employees. A trust company may not sell trust assets to the trust company or to any of the trust company's directors, officers, or employees.
(b) A trust company may not use material inside information in connection with a decision or recommendation to purchase or sell a security that is a trust asset.
AS 06.26.585. Policies and Procedures.A trust company shall adopt written policies and procedures regarding decisions or recommendations to purchase or sell a security that is a trust asset to facilitate compliance with federal and state securities laws. These policies and procedures must include the prohibition in AS 06.26.580(b).
AS 06.26.590. Fiduciary Responsibility.The board of a trust company is responsible for the proper exercise of fiduciary powers by the trust company and for each matter that is related to the exercise of fiduciary powers, including
(1) the determination of policies;
(2) the investment and disposition of trust assets; and
(3) the direction and review of the actions of each officer, employee, and committee employed or used by the trust company in the exercise of its fiduciary powers.
A trust company shall keep its trust assets records separate and distinct from other records of the trust company in the manner required by state and federal law. The trust assets records must contain all material information relating to each trust assets account, as appropriate under the circumstances.
AS 06.26.610. Customer Records Confidential.(a) The trust company records relating to customers are confidential and may not be made public unless
(1) disclosure is compelled by a court or administrative order;
(2) disclosure is required by federal or state law;
(3) disclosure is authorized in writing by the customer;
(4) disclosure is made to the holder of a negotiable instrument drawn on the trust company as to whether the drawer has sufficient money or other assets in the financial institution to cover the instrument; or
(5) an inquiry has been made by a state financial institution, or by a credit-reporting agency regulated under 15 U.S.C. 1681 - 1681v (Fair Credit Reporting Act) solely for the express purpose of determining the credit worthiness of the customer as an applicant for credit, and the information disclosed by the trust company, state financial institution, or credit-reporting agency relates only to the payment habits of the customer in connection with loans or other credit accommodations and does not pertain to records concerning deposit balances in savings or checking accounts.
(b) When disclosure of trust company records is required or allowed under (a)(1) or (2) of this section, the trust company shall notify the customer of the disclosure. If notification before disclosure is not possible, the trust company shall immediately notify the customer of the disclosure or inquiry. However, the trust company may not notify the customer if disclosure is made under a search warrant or under a court order issued at the request of a grand jury.
(c) When disclosure of trust company records is compelled by a court order under (a)(1) of this section, the court may provide in the order for the reimbursement of the trust company for the costs allowed by the rules of court and incurred by the trust company to comply with the order.
AS 06.26.620. Insurance; Bonds.(a) The board of directors of a trust company shall maintain bonding and other insurance for the trust company against dishonesty, fraud, defalcation, forgery, theft, embezzlement, burglary, robbery, and other similar insurable losses and hazards as required by the department by regulation. The board shall obtain the bonding and other insurance from a person authorized under AS 21 to act as an insurer or a surety insurer in this state.
(b) The board of directors shall procure errors and omissions insurance in the amount of at least $500,000.
(c) At least once each year, the board of directors shall review the bonding and other insurance required by this section to determine whether the coverage is adequate in relation to the exposure of the trust company. The minimum amount of insurance required by this section does not automatically represent adequate bonding and insurance coverage in relation to the exposure. Immediately after procuring the bonding and other insurance, the board shall file copies of the documents representing the bonding and other insurance with the department.
AS 06.26.630. Reports of Apparent Crime.(a) A trust company that is the victim of a robbery, that has a shortage of money or other assets in excess of $5,000, or that is the victim of an apparent or suspected misapplication of its money or other assets in any amount by a director, an officer, or an employee shall report the robbery, shortage, or apparent or suspected misapplication to the department within 48 hours after it is discovered. The initial report may be oral if the trust company promptly confirms the report in writing to the department. The trust company or a director, an officer, an employee, or an agent of the trust company is not liable for defamation to or subject to any another cause of action based on supplying the information in the report.
(b) A trust company may satisfy the requirements of (a) of this section by filing with the department a copy of a written report filed with the appropriate law enforcement agency.
Article 09. ORGANIC CHANGE
AS 06.26.650. General Provisions For Conversions, Mergers, and Consolidations.(a) A national bank whose main office is located in the state or a state bank whose main office is located in the state may convert to a trust company or merge or consolidate with a trust company, and a trust company may merge or consolidate with another trust company, if the conversion, merger, or consolidation is consistent with federal and state law and approved by the department. The requirements of AS 06.26.650 - 06.26.670 are in addition to the merger and consolidation requirements of AS 10.06.
(b) Before merger or consolidation under (a) of this section, a trust company shall file with the department a merger or consolidation application and other information and reports that the department requires under AS 06.26.660 .
(c) The department, in the exercise of its power to approve or disapprove applications for merger or consolidation under (a) of this section, shall act in the interests of promoting and maintaining a sound trust company system, promoting the security of deposits and customers, preserving of the liquid position of trust companies, and preventing injurious credit expansions and contractions.
(d) A trust company converting to or merging or consolidating with a national bank shall submit to the department a copy of any application to the United States Comptroller of the Currency for a national bank charter or any other application to the United States Comptroller of the Currency to convert, merge, or consolidate when the applications are forwarded to the United States Comptroller of the Currency.
AS 06.26.660. Merger or Consolidation.(a) To merge or consolidate under AS 06.26.650 , the merging persons shall file with the department the original articles of merger or consolidation, a number of copies of the articles of merger or consolidation equal to the number of trust companies involved in the merger or consolidation, and an application in the form required by the department. The department may require the submission of additional information it considers necessary to make an informed decision.
(b) The department may approve a merger or a consolidation if
(1) the surviving or new trust company will be solvent and have adequate capitalization for its operations and location;
(2) the surviving or new trust company has in all respects complied with the statutes and regulations governing the organization of a trust company in this state;
(3) all obligations and liabilities of each trust company that is a party to the merger or consolidation have been properly discharged or otherwise lawfully assumed or retained by a trust company or other fiduciary;
(4) a surviving or new trust company is not authorized to act as a fiduciary under this chapter, will not act as a fiduciary, and has otherwise complied with the laws of this state;
(5) the surviving or new trust company satisfies the provisions in AS 06.26.090 that the department determines apply to the trust company; and
(6) all conditions imposed by the department have been satisfied.
(c) If the department approves the merger or consolidation and finds that all investigative expenses incurred by the department and all required filing fees have been paid, the department shall issue a certificate of merger or consolidation.
AS 06.26.670. Rights of Dissenters.In addition to the dissenter's rights under AS 10.06 for a merger or consolidation, if a shareholder of a trust company objects to a conversion of the trust company, the dissenting shareholder's rights shall be exercised under and governed by AS 10.06.574 - 10.06.582 as if the conversion were a merger.
AS 06.26.680. Authority to Purchase Assets of Another Trust Company.(a) A trust company with the prior written approval of the department may purchase all or substantially all of the assets of another trust company, including the right to control accounts established with the trust accounts. Except as otherwise expressly provided by another statute, the purchase by a trust company of all or part of the assets of another trust company does not make the purchasing trust company responsible for a liability or obligation of the selling trust company that the purchasing trust company does not expressly assume. Except as otherwise provided by statute, AS 06.26.450 - 06.26.480 do not govern or prohibit the purchase by a trust company of all or part of the assets of a person who is not a trust company or an exempt private trust company.
(b) To purchase assets under (a) of this section, a trust company shall file with the department an application in the form required by the department. The department shall investigate the condition of the purchaser and seller and may require the submission of additional information it considers necessary to make an informed decision. The department shall approve the purchase if
(1) the purchasing trust company will be solvent after the purchase and have sufficient capitalization for its operations and location;
(2) the purchasing trust company has complied with all applicable statutes and regulations in this state;
(3) all fiduciary obligations and liabilities of the purchasing trust company and selling trust company have been properly discharged or otherwise lawfully assumed by the purchasing trust company;
(4) all conditions imposed by the department have been satisfied or otherwise resolved; and
(5) all expenses incurred by the department and all required fees have been paid.
(c) A purchase under this section is effective on the date the department approves the purchase unless the purchase agreement provides for, and the department consents to, a different effective date.
AS 06.26.690. Authority to Act as Disbursing Agent.A purchasing trust company may hold the purchase price and any additional money or other assets delivered to it by the selling trust company in trust for the selling trust company and may act as an agent of the selling trust company in disbursing the money or other assets by paying the creditors of the selling trust company. If the purchasing trust company acts under a written contract of agency approved by the department that specifically names each creditor and the amount to be paid each creditor, and if the agency is limited to the purely ministerial act of paying creditors the amounts due them as determined by the selling trust company and reflected in the contract of agency and does not involve discretionary duties or authority other than the identification of the creditors named, the purchasing trust company
(1) may rely on the contract of agency and the instructions included in it; and
(2) is not responsible for
(A) an error made by the selling trust company when determining its liabilities, the creditors to whom the liabilities are due, or the amounts due to the creditors; or
(B) a preference that results from the payments made under the contract of agency and the instructions included in the contract.
If a selling trust company is at any time after the sale of assets voluntarily or involuntarily closed for liquidation by a state or federal regulatory agency, the purchasing trust company shall pay to the receiver of the selling trust company the balance of the money or other assets held by the purchasing trust company in trust for the selling trust company and not yet paid to the creditors of the selling trust company. Without further action, the purchasing trust company is then discharged of all responsibilities to the selling trust company and the selling trust company's receiver, creditors, and shareholders.
AS 06.26.710. Payment to Creditors.A purchasing trust company may pay a creditor of the selling trust company the amount to be paid the creditor under the terms of the contract of agency entered into under AS 06.26.690 by opening an agency account in the name of the creditor, crediting the account with the amount to be paid the creditor under the terms of the agency contract, and mailing or personally delivering a duplicate of the written evidence of the credit to the creditor at the creditor's address shown in the records of the selling trust company. With regard to the creditor, the purchasing trust company is an agent of the selling trust company only to the extent of the credit reflected by the written evidence of the credit.
AS 06.26.720. Sale of Assets.(a) The board of a trust company, with the department's approval, may cause a trust company to sell all or substantially all of its assets, including the right to control accounts established with the trust company for trust assets, without shareholder approval if the department finds
(1) the interests of the trust company's creditors and depositors and other customers are not jeopardized because of an unsafe or unsound condition of the trust company;
(2) the sale is in the best interest of the trust company's creditors and depositors and other customers; and
(3) the Federal Deposit Insurance Corporation or its successor approves the transaction unless the deposits of the trust company are not insured by the Federal Deposit Insurance Corporation or its successor.
(b) A sale under this section must include an assumption and promise by the purchaser to pay or otherwise discharge
(1) all of the trust company's liabilities to customers;
(2) all of the trust company's liabilities for the salaries of the trust company's employees incurred before the date of the sale;
(3) the obligations incurred by the department arising out of the supervision or sale of the trust company; and
(4) the fees and any other payment due to the department under this chapter and assessments due to the department under AS 06.01.010 .
(c) This section does not limit the incidental power of a trust company to buy and sell assets in the ordinary course of its operations.
(d) The sale by a trust company of all or substantially all of its assets with shareholder approval is considered a voluntary dissolution and liquidation and is governed by AS 06.26.730 - 06.26.800.
Article 10. DISSOLUTION AND LIQUIDATION
AS 06.26.730. Voluntary Liquidation.(a) Without department approval, a trust company may not cease acting as a fiduciary in this state and voluntarily surrender its certificate of authority and as a consequence be relieved of the necessity to comply with the requirements of this chapter.
(b) A trust company proposing to cease acting as a fiduciary in this state shall submit to the department
(1) a certified copy of a resolution of the trust company's board of directors reflecting the board's decision that the trust company should cease acting as a fiduciary in this state; and
(2) the trust company's plan adopted by its board for winding up its fiduciary operations in this state.
(c) The department may approve or disapprove the trust company's plan for winding up its fiduciary operations in this state based on the department's evaluation of whether the plan provides adequate protection for those persons and interests for whom the trust company acts as a fiduciary. The department's approval may be subject to any condition the department determines appropriate under the circumstances.
(d) During the implementation of a trust company's plan for winding up its fiduciary operations in this state, the department retains the authority to supervise the trust company and may conduct any examination relating to either the trust company or the plan for winding up that the department considers necessary or appropriate.
(e) If the department has reason to conclude that the trust company is not safely or expeditiously implementing the approved plan for winding up the trust company's fiduciary operations in this state, the department may
(1) begin revocation proceedings under AS 06.26.740 ;
(2) take possession of the trust company's trust business in this state in the same manner, with the same effect, and subject to the same rights accorded to the trust company under AS 06.26.750 .
(f) The department shall cancel the trust company's certificate of authority if the department approves the trust company's plan for winding up its fiduciary operations in this state and if all of the following conditions that apply to the trust company have been met:
(1) the trust company has completed its plan for winding up its fiduciary operations in this state consistent with any conditions that the department imposed on the plan under (c) of this section;
(2) the trust company has been relieved under all applicable laws of all duties as trustee, executor, administrator, registrar of stocks and bonds, or any other type of fiduciary position under court, private, or other appointment that the trust company had accepted;
(3) if the trust company has its principal place of business in this state, the trust company has, under all applicable laws, wound up its fiduciary operations in each of the other jurisdictions where the trust company solicited appointment or served as a fiduciary, or otherwise acted as a fiduciary;
(4) if the trust company has its principal place of business in this state and is not authorized to engage in activities other than acting as a fiduciary, the trust company is being liquidated under AS 06.26.760 - 06.26.800.
(g) Upon the department's canceling the trust company's certificate of authority, the trust company may not without obtaining a new certificate of authority act as a fiduciary in this state, or in any jurisdiction.
AS 06.26.740. Revocation.(a) If the department determines that any of the following factors exist, the department may revoke, consistent with AS 06.01.030 and regulations adopted by the department under AS 06.01.030 and this chapter, a trust company's certificate of authority:
(1) the existence of the trust company, or its authority to act as a fiduciary, has been terminated or suspended under the laws of the state or other jurisdiction in which the trust company is organized;
(2) the trust company's authority to act as fiduciary has been terminated or suspended under the laws of the state or other jurisdiction in which the trust company is organized, or its license to act as a fiduciary has been terminated or suspended under the laws of any other jurisdiction in which the trust company had been authorized to act as a fiduciary;
(3) a receiver, liquidator, or conservator has been appointed for the trust company under the laws of the state or other jurisdiction in which the trust company is organized, or for its operation in any other jurisdiction in which the trust company operates;
(4) the trust company is violating or has violated or the department has reasonable cause to believe is about to violate
(A) a law or regulation;
(B) a condition imposed by the department in writing in connection with approving an application or notice under this chapter or granting any other request of the trust company under this chapter;
(C) a written agreement that the trust company entered into with the department;
(D) a cease and desist order issued by the department under AS 06.01.030;
(5) the trust company is engaging in or has engaged in, or the department has reasonable cause to believe the trust company is about to engage in an unsafe or unsound practice;
(6) the trust company has ceased to pay its debts in the ordinary course of business, is incapable of paying its debts as they mature, has liabilities in excess of its assets, or is subject to or has applied for an adjudication in bankruptcy, reorganization, or other relief under any bankruptcy, reorganization, insolvency, or moratorium law;
(7) the trust company has ceased to act as a fiduciary in this state;
(8) the trust company has failed to pay any fees, charges, forfeitures, penalties, or other payment due to the department under this title.
(b) If the department has reasonable cause to believe any of the factors identified in (a) of this section is true, and if the department determines it is necessary to protect the persons and interests in this state for whom the trust company acts as a fiduciary or to protect the property in this state to which the trust company holds title as a fiduciary or in which the trust company holds an interest as a fiduciary, the department may immediately suspend the trust company's certificate of authority.
AS 06.26.750. Authority to Take Possession.If the department revokes a trust company's certificate of authority under AS 06.26.740 (a), the department may take possession of the trust company's fiduciary operations in this state and may appoint a receiver for the liquidation of the trust company's fiduciary operations in this state. If the trust company has its principal place of business in this state, the department may take possession of, and appoint a receiver for the liquidation of all the trust company's fiduciary operations wherever they are conducted.
AS 06.26.760. Department in Possession..(a) When the department has taken possession of a trust company, it is vested with the full and exclusive power of management and control, including the power to act as a trustee for trust assets, to continue or discontinue the operation of the trust company, to stop or limit the payment of the trust company's obligations, to employ necessary assistants, to execute an instrument in the name of the trust company, to commence, defend, and conduct in the trust company's name any action or proceeding to which the trust company may be a party, to terminate the possession by restoring the trust company to its board, and to reorganize or liquidate the trust company under this chapter. As soon as practicable after taking possession, the department shall make an inventory of the trust assets and the trust company assets and file a copy of the inventory with the superior court.
(b) When the department has taken possession, the following dates are postponed until six months after the possession begins:
(1) notwithstanding other provisions of law, the date on which any period of limitation fixed by a statute or agreement would otherwise expire on a claim or right of action of the trust company; or
(2) the date on which an appeal must be taken or a pleading or other document must be filed by the trust company in any pending court action or other proceeding.
(c) A judgment, lien, or attachment may not be enforced against trust company assets while the assets are in possession of the department. Upon the election of the department in connection with a liquidation or reorganization,
(1) any lien or attachment, other than an attorney's or mechanic's lien, obtained upon a trust company asset during the department's possession or within four months before beginning that possession may be vacated, except liens created by the department while in possession; and
(2) any transfer of trust company assets made after or in contemplation of the trust company's insolvency or in anticipation of the department's takeover, with intent to effect a preference of one creditor over another creditor or to prevent the distribution of the trust company assets according to law, is void.
(d) The department may borrow money in the name of the trust company in the department's possession and may pledge trust company assets as security for the loan.
(e) All necessary and reasonable expenses resulting from the department's possession of a trust company and of its reorganization or liquidation shall be paid from trust company assets.
AS 06.26.770. Reorganization.(a) If the department decides to reorganize a trust company, the department, after providing an opportunity for a hearing to all interested parties, shall enter an order proposing a reorganization plan. The department shall send a copy of the plan to each depositor and other customers and to each creditor who will not receive payment of a claim in full under the plan and a notice that, unless within 30 days the plan is disapproved in writing by persons holding one-third or more of the aggregate amount of the claims, the department will reorganize the trust company.
(b) A plan of reorganization may not be established under this chapter unless, in the opinion of the department,
(1) the plan is fair to all classes of depositors, other customers, creditors, and shareholders;
(2) subject to a fair adjustment for new capital that a class will pay under the plan, the face amount of the trust company asset interest provided to a class of depositors, other customers, creditors, or shareholders under the plan does not exceed the value of the assets at liquidation less the full amount of the claims of all prior classes;
(3) the plan provides for the issuance of common stock in an amount that will provide an adequate ratio to deposits;
(4) any exchange of new common stock for obligations or stock of the trust company will be made
(A) in the inverse order of the priorities in liquidation of the classes that will retain an interest in the trust company; and
(B) upon terms that adjust in a fair manner any change in the relative interest of the respective classes that will be produced by the exchange;
(5) the plan assures the removal of a director, an officer, or an employee responsible for a problem identified by the department, including an unsafe, unsound, or unlawful action or the existence of an unsafe or unsound condition;
(6) any merger or consolidation provided by the plan complies with this chapter.
(c) When in the course of reorganization, supervening conditions render a plan of reorganization unfair or its execution impractical, the department may modify the plan or liquidate the trust company.
AS 06.26.780. Involuntary Liquidation Powers.(a) When liquidating a trust company, the department may exercise any power incidental to liquidating a trust company, but it may not, without the approval of the superior court,
(1) sell trust company assets having an appraised value in excess of $100,000;
(2) compromise or release a claim that exceeds $100,000 exclusive of interest;
(3) make full payment on a claim, other than a claim upon an obligation incurred by the department, before preparing and filing a schedule of the department's determinations under AS 06.26.790 (d)(3).
(b) Within six months after beginning the liquidation of a trust company, the department may terminate an executory contract for services or advertising to which the trust company is a party or an obligation of the trust company as a lessee. A lessor who receives 60 days' notice of the department's decision to terminate a lease does not have a claim for rent other than rent accrued to the date of termination or for damages due to the termination.
(c) As soon as practical after beginning the involuntary liquidation of a trust company, the department shall take the steps necessary to terminate all fiduciary positions held by the trust company, to surrender all property held by the trust company as a fiduciary, and to settle the trust accounts of the trust company.
AS 06.26.790. Claims.(a) As soon as practical after beginning the liquidation of a trust company, the department shall
(1) mail a notice of the liquidation proceedings to the last known post office address of each depositor, creditor, lessee of a safe deposit box, bailor of property, and trustor and beneficiary of trust assets held by the trust company;
(2) post a notice of the proceedings conspicuously on the premises of the trust company; and
(3) publish a notice that the department determines to be appropriate for the proceedings.
(b) The department shall mail with the notice sent under (a)(1) of this section a statement of the amount shown on the trust company's records to be the claim of the depositor or creditor. The notice must also include a demand that a person who is entitled to property held by the trust company as bailee or trustee or in a safe deposit box of the trust company withdraw the property within 30 days. The notice must direct those depositors and creditors who claim amounts different from the amounts in the notice to file their claims with the trust company under the procedure described in the notice and before a specified date. The specified day may not be less than 60 days from the date of the first publication of the notice.
(c) A safe deposit box whose contents have not been removed within 30 days after demand shall be opened. The department shall retain the contents of the box and the other unclaimed property held by the trust company as bailee until the conclusion of the liquidation proceedings. At the conclusion of the liquidation proceedings under this section, the property held by the department under this subsection is considered abandoned, and the department shall deliver the property to the Department of Revenue under AS 34.45.110 - 34.45.780.
(d) Within six months after the last day specified in the notice for the filing of claims, or within a longer period if allowed by the superior court, the department shall
(1) reject a claim that it determines to be invalid;
(2) determine the amount, if any, owing to each known creditor or depositor and the priority class of the person's claim under this chapter;
(3) prepare a schedule of its determinations for filing in the superior court;
(4) publish a notice in a newspaper once each week for three successive weeks, of the times and places where the schedule of determinations will be available for inspection and the date when the department will file its schedule in court; the date may not be sooner than 30 days after the first publication.
(e) Within 30 days after the filing with the superior court of the department's schedule under (d)(3) of this section, a creditor, depositor, or stockholder may file with the court an objection to a determination. The court shall hear and determine the filed objections after the notice to the department and interested claimants that the court establishes. If the court sustains an objection, the court shall direct that the schedule be modified appropriately.
(f) After filing its schedule, the department may make partial distribution to the holders of the claims that are undisputed or are allowed by the court if an adequate reserve is established for the payment of disputed claims. As soon as practicable after the determination of all objections, the department shall make the final distribution.
(g) The following claims have priority in liquidation proceedings, in the order listed:
(1) obligations incurred by the department in liquidating the trust company;
(2) wages and salaries of officers and employees earned during the three-month period preceding the department's possession in an amount not exceeding $3,000 for each person;
(3) fees and assessments owed by the trust company to the department;
(4) deposits;
(5) claims secured by trust company assets.
(h) After the payment of all other claims, including interest at the rate of 10.5 percent a year, the department shall pay claims that are otherwise valid but that were not filed within the time prescribed.
(i) If the sum available for a class of creditors is insufficient to provide payment in full, the sum shall be distributed pro rata to the claimants in the class.
(j) Unclaimed property remaining after the completion of the liquidation proceedings under this section is presumed abandoned, and the property shall be delivered to the Department of Revenue for handling under AS 34.45.110 - 34.45.780.
(k) After payment of the expenses of the liquidation and the claims against the trust company arising from its fiduciary obligations in this state under AS 06.26.760 - 06.26.800, the receiver shall distribute any remaining money or other assets from the liquidation of the trust company's fiduciary operations in this state equitably among, as applicable, the receivers for liquidation of the trust company's fiduciary operations in other states of the United States and under the laws of the United States, for payment of the expenses of liquidation and claims against the trust company's fiduciary operations. If the trust company's fiduciary operations are not being liquidated in another state or under the laws of the United States, the receiver shall, after satisfying the requirements of AS 06.26.760 - 06.26.800, pay any remaining money or other assets from the liquidation of the trust company's fiduciary operations in this state to the trust company.
(l) When the receiver has completed the liquidation of the trust company's fiduciary operations in this state, the receiver shall, with notice to the department, petition the court for an order declaring the trust company's fiduciary operations in this state properly wound up under AS 06.26.760 - 06.26.800. Upon the filing of the petition, the court shall proceed as provided in AS 06.26.760 - 06.26.800.
(m) An order issued by the court under a petition filed under ( l ) of this section may only declare the trust company's fiduciary operations in this state have been properly wound up and may not declare the trust company is dissolved. The court may make whatever additional orders and grant whatever additional relief that the court determines is proper under the evidence submitted.
(n) After an order is issued under (m) of this section declaring the trust company's fiduciary operations in this state are properly wound up,
(1) the trust company shall, except for any further winding up, cease acting as a fiduciary in this state or in any jurisdiction; and
(2) the receiver shall promptly file with the department a copy of the order certified by the clerk of the court.
AS 06.26.800. Federal Deposit Insurance Corporation as Receiver or Liquidator.The department may appoint the Federal Deposit Insurance Corporation or its successor as receiver for a trust company that the department has taken possession of if the deposits of the trust company are insured by that corporation or its successor. Upon filing with the court a certificate indicating the acceptance of the appointment by the Federal Deposit Insurance Corporation or its successor, the possession of and title to all the assets, business, and property of the trust company are transferred to that corporation. The department is then relieved of all responsibility and liability with respect to the reorganization or liquidation of the trust company. The Federal Deposit Insurance Corporation or its successor may liquidate, reorganize, merge, or consolidate the trust company in the manner permitted by the laws of the United States or by this chapter, and possesses all the rights, powers, duties, and obligations of the department in the liquidation, reorganization, merger, or consolidation of the trust company under this chapter.
Article 11. INTERSTATE STATE TRUST COMPANY, INTERSTATE NATIONAL TRUST COMPANY, AND INTERNATIONAL TRUST COMPANY OFFICES
AS 06.26.810. Fiduciary Operations at a Branch or Trust Office..(a) An interstate state trust company, interstate national trust company, or international trust company may not act as a fiduciary in this state unless the trust company maintains a trust office in this state as permitted under AS 06.26.810 - 06.26.895.
(b) If an interstate state trust company, interstate national trust company, or international trust company establishes or acquires a trust office in this state under AS 06.26.810 - 06.26.895, the trust company may conduct at the trust office any activity that a trust company may conduct at a trust office under this chapter.
AS 06.26.820. Establishing or Acquiring a Trust Office.If an interstate state trust company, interstate national trust company, or international trust company that does not operate a trust office in this state meets the requirements of AS 06.26.810 - 06.26.895, the trust company may establish a new trust office in this state or acquire a trust office in this state that is in existence at the time of acquisition.
AS 06.26.830. Requirement of Notice.To establish a new trust office or acquire a trust office that is in existence at the time of acquisition in this state under AS 06.26.810 - 06.26.895, an interstate state trust company, interstate national trust company, or international trust company shall provide, or cause its home jurisdiction regulator to provide, written notice of the proposed transaction to the department on or after the date on which the trust company applies to its home jurisdiction regulator for approval to establish or acquire the trust office. The trust company shall file with the notice and maintain a copy of a resolution adopted by the board of the trust company authorizing the establishment or acquisition of the office and shall pay the filing fee established by the department by regulation.
AS 06.26.840. Conditions For Approval.(a) An interstate state trust company or international trust company may not establish or acquire a trust office in this state under AS 06.26.895 unless
(1) the trust company confirms in writing to the department that, while the trust company maintains a trust office in this state, the trust company will comply with all applicable laws of this state, including, except where the context or this section indicates otherwise, the provisions of this chapter applicable to trust companies organized under this chapter;
(2) the trust company provides satisfactory evidence to the department of compliance with the
(A) requirements for foreign corporations under AS 10.06; and
(B) applicable requirements of its home jurisdiction regulator for establishing or acquiring and maintaining the office;
(3) the department, acting within 90 days after receiving notice under AS 06.26.830 , certifies to the home jurisdiction regulator that the requirements of AS 06.26.810 - 06.26.895 have been met and the notice has been approved or, if applicable, that any conditions imposed by the department under (b) of this section have been satisfied;
(4) the department receives evidence from the trust company that the department determines clearly demonstrates that the establishment or acquisition will serve the public interest and well-being; the evidence must address the factors listed in AS 06.26.090 (b); and
(5) the department has received all required fees and the affidavit of publication required by AS 06.26.100 (b).
(b) An interstate state trust company or international trust company may begin acting as a fiduciary at a trust office on the 91st day after the date that the department receives the notice under (a) of this section for the trust office unless the department specifies a different date.
(c) The department may extend the 90-day period of review provided by (a) of this section if the department determines that the written notice raises issues that require additional information or additional time for analysis by the department. If the department extends the 90-day period of review, the trust company may establish the trust office only after written approval by the department.
(d) The department may deny an interstate state trust company or international trust company permission to establish or acquire the trust office if the department finds that the trust company lacks sufficient financial resources to undertake the proposed expansion without adversely affecting its safety or soundness or that the proposed trust office would be contrary to the public interest. When acting on the notice provided under (a) of this section, the department shall consider the views of the home jurisdiction regulator.
(e) If an interstate state trust company or international trust company is not required by AS 10.06 or another law of this state to maintain a registered agent in this state, the trust company shall file a written consent with the department permitting the commissioner to act as the agent for the trust company for service of process in a court action arising out of or connected with the proposed trust office.
(f) An interstate national trust company may not establish or acquire a trust office in this state unless the trust company provides satisfactory evidence to the department of compliance with the applicable requirements of its home jurisdiction regulator for establishing or acquiring and maintaining the office.
AS 06.26.850. Representative Office Business; Registration.(a) An interstate state trust company, interstate national trust company, or international trust company may not provide fiduciary services, but may otherwise engage in trust business, at a representative office as permitted by AS 06.26.810 - 06.26.895.
(b) Subject to the requirements contained in AS 06.26.810 - 06.26.895, an interstate state trust company, interstate national trust company, or international trust company may establish or acquire representative offices in any location in this state.
(c) If an interstate state trust company or international trust company that does not maintain a trust office in this state wants to establish or acquire a representative office in this state, the trust company shall file a notice with the department on a form prescribed by the department. The trust company shall furnish a copy of a resolution adopted by its board authorizing the establishment or acquisition of the representative office and shall pay the filing fee established by the department by regulation. The notice required under this subsection must provide the name of the trust company, the location of the proposed representative office, and satisfactory evidence that the trust company is chartered or otherwise organized in another jurisdiction to act as a fiduciary.
(d) An interstate state trust company or international trust company may commence business at a representative office on the 61st day after the date that the department receives the notice required under (c) of this section unless the department specifies a different date.
(e) The department may extend the 60-day period of review provided by (d) of this section if the department determines that the written notice raises issues that require additional information or additional time for analysis by the department. If the 60-day period of review is extended, the trust company may establish the representative office only after written approval by the department.
(f) In addition to the other requirements of this section, in order to receive permission to establish or acquire a representative office in this state, an interstate state trust company or international trust company must have sufficient financial resources to undertake the proposed expansion without adversely affecting its safety or soundness and the proposed representative office may not be contrary to the public interest. When acting on the notice provided under (c) of this section, the department shall consider the views of the home jurisdiction regulator.
(g) The department may determine by order that an interstate state trust company or international trust company does not meet the requirements for establishing or acquiring a representative office in this state under this section. An order issued under this subsection is effective on the date of its issuance or on another date as the department may determine.
(h) An interstate national trust company shall give the department notice of its intent to establish or acquire a representative office in this state.
AS 06.26.860. Additional Trust Offices.If an interstate state trust company or international trust company maintains a trust office in this state under AS 06.26.810 - 06.26.895, the trust company may establish or acquire additional trust offices or representative offices in this state to the same extent and in the same manner that a trust company may establish or acquire branch offices in this state under the procedures for establishing or acquiring branch offices under AS 06.26.160 .
AS 06.26.870. Examinations; Periodic Reports; Cooperative Agreements; Assessment of Fees.(a) When the department considers it necessary to protect the public interest, the department or a competent person designated by the department may examine an interstate state trust company or international trust company that has a trust office or a representative office in the state. The trust company shall pay a fee established under AS 06.01.010 for the examination.
(b) The department may require periodic reports from an interstate state trust company or international trust company if the trust company maintains a trust office in this state and from a bank holding company that controls the trust company. The reports shall be made under oath and filed as frequently as required by the department. The reports must contain the information and detail that the department determines to be appropriate as required under regulations adopted by the department.
(c) If an interstate state trust company or international trust company maintains a trust office or a representative office in this state, the trust company may be assessed and, if assessed, shall pay supervisory and examination fees as required by the laws of this state and regulations of the department. Fees may be shared with other governmental regulators or any organization affiliated with or representing governmental regulators under agreements between the department and the regulators or organization.
AS 06.26.880. Enforcement.(a) Consistent with AS 06.01.030 and regulations adopted by the department under AS 06.01.030 or this chapter, the department may determine that
(1) an office maintained by an interstate state trust company or international trust company is being operated in violation of a provision of the laws of this state or in an unsafe and unsound manner; or
(2) an interstate state trust company or international trust company is engaged in an activity that the trust company may not engage in under this chapter.
(b) If either of the conditions in (a) of this section exists, the department may take the enforcement actions it would be empowered to take if the office or the company were a trust company established under this chapter, including issuing an order temporarily or permanently prohibiting the trust company from acting as a fiduciary in this state.
(c) If a matter involves extraordinary circumstances that require immediate action, the department may take any action permitted by this section without providing notice or an opportunity for a hearing before taking the action. The department shall promptly give notice to the home jurisdiction regulator of each enforcement action taken against an interstate state trust company or international trust company and, to the extent practicable, shall consult and cooperate with the home jurisdiction regulator when pursuing and resolving an enforcement action.
AS 06.26.890. Notice of Subsequent Merger, Consolidation, or Closing.If an interstate state trust company, interstate national trust company, or international trust company maintains a trust office or a representative office in this state under this chapter, the trust company shall give at least 60 days' prior written notice, or, in the case of an emergency transaction, shorter notice that is consistent with applicable state and federal law, to the department of
(1) a merger, consolidation, or other transaction that would cause a change of control with respect to the trust company or any bank holding company that controls the trust company if an application would be required to be filed under 12 U.S.C. 1817(j) (Change in Bank Control Act of 1978) or 12 U.S.C. 1841 - 1850 (Bank Holding Company Act of 1956);
(2) a transfer of all or substantially all of the trust accounts or trust assets of the trust company to another person;
(3) the closing or other disposition of any trust office of the trust company in this state.
(1) 'international trust company' means an international trust company whose home office is not located in this state;
(2) 'interstate national trust company' means an interstate national trust company whose home office is not located in this state;
(3) 'interstate state trust company' means an interstate state trust company whose home office is not located in this state.
Article 12. MISCELLANEOUS PROVISIONS
AS 06.26.900. Powers of Department.The department may
(1) exercise general supervision over trust companies, interstate trust companies, and international trust companies, and the subsidiaries and affiliated corporations of trust companies, interstate state trust companies, and international trust companies;
(2) in addition to other authority in this chapter to adopt regulations, adopt regulations necessary to interpret and implement this chapter, including regulations providing for the retention and preservation of records;
(3) review and approve or disapprove applications for trust companies under AS 06.26.090 , trust company branch offices under AS 06.26.160 , representative offices under AS 06.26.170 , and trust offices and representative offices under AS 06.26.810 - 06.26.895;
(4) issue permits authorizing trust company holding companies to do business in this state;
(5) determine for each trust company the amount of paid-in capital necessary to operate under AS 06.26.120 ;
(6) review and approve transfers of trust company ownership under AS 06.26.450;
(7) perform examinations of trust companies, branch offices, representative offices, subsidiaries of trust companies, private trust companies, and subsidiaries of private trust companies under AS 06.01.015 and this chapter;
(8) relieve a trust company from the examination requirements of AS 06.01.015 if the trust company's deposits are insured by the Federal Deposit Insurance Corporation, a successor of the Federal Deposit Insurance Corporation, or another agency of the United States that insures trust company deposits;
(9) approve under AS 06.26.190 the operation of a branch trust company on a schedule different than normal banking days;
(10) approve the operation by a trust company of an automated teller machine in accordance with AS 06.05;
(11) approve certain trust company subsidiaries;
(12) approve the acceptance by a trust company of the trust company's stock or of the stock of the trust company's holding company as security for a loan under circumstances approved by the department;
(13) restrict the withdrawal of deposits from a trust company if the department finds that extraordinary circumstances make restriction necessary for the proper protection of depositors;
(14) require a trust company to
(A) maintain its capital and reserve accounts in amounts determined appropriate by the department;
(B) observe the methods and standards that the trust company adopts for determining the value of various types of assets;
(C) charge off part or all of an asset that has not been lawfully acquired;
(D) write down an asset to its market value;
(E) record liens and other interests in property;
(F) obtain a financial statement from a borrower or prospective borrower to the extent that the trust company can obtain the statement;
(G) obtain insurance against damage to real property taken as security;
(H) search or obtain insurance on the title to real property taken as security;
(I) maintain adequate insurance against risks as the department determines necessary and appropriate for the protection of depositors and the public;
(J) charge off that portion of an asset classified as a loss, or charge off or reserve up to 50 percent of loans classified as doubtful, in a state or federal report of examination; or
(K) charge off all debts owed to the trust company in which interest is past due and unpaid for a period of six months, unless the debt principal is adequately secured and the trust company is in the process of collection;
(15) require the board of directors of a trust company to hold a meeting under AS 06.26.520 ;
(16) order the removal of a board member of a trust company under AS 06.26.510;
(17) order a trust company to suspend the payment of dividends under AS 06.26.120 and regulations adopted by the department;
(18) require a trust company to increase its capital accounts under AS 06.26.120 ;
(19) take possession of a trust company in the manner provided in AS 06.26.730 - 06.26.750, and operate, reorganize, or liquidate the trust company after taking possession;
(20) issue an order under AS 06.01.030 that the department determines is necessary to ensure compliance with this chapter; and
(21) exercise other powers expressly or implicitly granted under this chapter.
AS 06.26.905. Cooperative Agreements.(a) The department may enter into cooperative, coordinating, or information-sharing agreements with other governmental regulators or with an organization affiliated with or representing governmental regulators to handle the periodic examination or other supervision of a trust office that is located in this state and owned by an interstate state trust company or of a trust office that is located in a host state and owned by a trust company. Under the agreements, the department may accept reports of examination and reports of investigation instead of conducting the department's own examinations or investigations.
(b) The department may enter into joint enforcement action agreements with other governmental regulators having concurrent jurisdiction over a trust company that is located in this state and owned by an interstate state trust company organized in another state or over a trust office that is located in a host state and owned by a trust company.
(c) Notwithstanding the existence of an agreement under this section, the department may at any time make an examination or take independent supervisory or enforcement action if the department determines that the examination or action is necessary or appropriate to carry out the department's responsibilities under this chapter or to ensure compliance with the laws of this state.
AS 06.26.910. Appeals.(a) A person may appeal to the department
(1) a denial of an application under AS 06.26.090 (e);
(2) an order under AS 06.26.120 to increase or adjust capital;
(3) a denial under AS 06.26.150 of a change of the location of a home office under AS 06.26.150 ;
(4) a denial under AS 06.26.160 of permission for a trust company to establish a branch office;
(5) a denial under AS 06.26.170 of permission to establish or acquire a representative office;
(6) a denial under AS 06.26.180 (d) of permission to establish an office outside this state;
(7) a denial of a private trust company exemption under AS 06.26.200 and 06.26.210;
(8) the conditions or limitations established for an exemption under AS 06.26.200 (e);
(9) the revocation of an exemption under AS 06.26.230 ;
(10) a denial of permission for a private trust company to convert to a trust company under AS 06.26.240 ;
(11) a denial under AS 06.26.470 of an application to acquire control of a trust company;
(12) the disapproval under AS 06.26.650 of a conversion, merger, or consolidation;
(13) a denial under AS 06.26.840 (d) of permission to establish or acquire a trust office in this state;
(14) a denial under AS 06.26.850 (g) of permission to establish or acquire a representative office in this state; and
(15) a denial under AS 06.26.860 of permission for additional trust offices or representative offices.
(b) The department shall adopt regulations, consistent with the provisions of this chapter, establishing the procedures for appeals allowed under (a) of this section.
(c) The provisions of AS 44.62 (Administrative Procedure Act), including judicial review under AS 44.62.560 , apply to an appeal under this chapter to the extent the provisions of AS 44.62 do not conflict with the procedures established under (b) of this section or other provisions of this chapter.
AS 06.26.920. Civil Enforcement.The department may bring any appropriate civil court action against a person who the department determines has committed or is about to commit a violation of this chapter.
AS 06.26.930. Trust Company Reports to the Department; Publication of Reports.(a) A trust company shall make at least four reports of its condition each year to the department as required by and on forms prescribed by the department. Each report shall be signed by a duly authorized officer of the trust company verified by at least one independent director, and each verifying director shall certify under oath that the director has personal knowledge of the facts stated in the report and that the facts are true. Each report must exhibit in detail and under appropriate headings the resources and liabilities of the trust company and must be received by the department within 30 calendar days after the end of the period covered by the report.
(b) The department may require that a trust company submit special reports whenever the department considers a report necessary in order to obtain full knowledge of the trust company's condition.
(c) In addition to the other reports required by this section, a trust company shall make at least one report of income and dividends to the department each year. The trust company shall submit the report to the department within 30 calendar days after the end of the calendar or fiscal year covered by the report.
(d) All of the reports of condition required by this section shall be made available to all customers on request and at no charge to the customer.
AS 06.26.940. Remedy of Person Damaged By Violation.In addition to any other remedies available under law to the person, a person who suffers damages as a result of a violation of this chapter by a person subject to this chapter may bring an action in court against the person violating this chapter to recover the damages. In this section, 'person subject to this chapter' means a trust company, a private trust company, an exempt private trust company, a person who is required to obtain a certificate of authority under AS 06.26.090 , and an interstate state trust company or international trust company.
AS 06.26.950. Limitation On Powers.This chapter does not allow a trust company to engage in banking.
Article 13. GENERAL PROVISIONS
AS 06.26.960. Application of Laws Relating to General Business Corporations.(a) Unless expressly authorized by this chapter, a trust company may not take an action that is authorized by AS 10.06 regarding its corporate status, capital structure, or a matter of corporate governance and for which AS 10.06 requires a filing with the department unless the trust company first makes the required filing with the department and receives the department's approval.
(b) The department may adopt regulations to alter or supplement the procedures and requirements of AS 10.06 applicable to an act taken under this chapter by a trust company.
AS 06.26.990. Definitions.(a) In this chapter, unless the context otherwise requires,
(1) 'banking' has the meaning given in AS 06.05.990 ;
(2) 'board' means board of directors;
(3) 'certificate of authority' means the certificate of authority issued to a corporation under AS 06.26.110 ;
(4) 'chapter' includes regulations adopted under this chapter;
(5) 'commissioner' means the commissioner of commerce, community, and economic development;
(6) 'customer' means a person using the services of a trust company or a private trust company, and includes a depositor;
(7) 'department' means the Department of Commerce, Community, and Economic Development;
(8) 'depository' means a person authorized by state or federal law to accept deposits of trust assets;
(9) 'exempt private trust company' means a private trust company that has received an exemption under AS 06.26.200 ;
(10) 'family member' means an individual who is related, including relation established by adoption, within the fourth degree by blood or marriage, to the individual whom the relationship is measured;
(11) 'fiduciary' means a person to whom the property of another person is entrusted for a purpose specified in a trust instrument or by a court order;
(12) 'fiduciary operations' means operations performed by a fiduciary;
(13) 'fiduciary services' means services of a fiduciary;
(14) 'financial institution' has the meaning given in AS 06.05.990 ;
(15) 'governmental regulator' means a governmental agency responsible for regulating persons who act as fiduciaries;
(16) 'home jurisdiction regulator' means the governmental agency responsible for regulating an interstate state trust company, interstate national trust company, or international trust company in the jurisdiction where the trust company is chartered or otherwise organized;
(17) 'insider' has the meaning given in 12 C.F.R. 215.2;
(18) 'international trust company' means an organization that provides fiduciary services and has offices in countries other than the country in which the home office of the entity is located;
(19) 'interstate national trust company' means an organization
(A) that is chartered as a bank by the United States;
(B) whose powers are limited to providing fiduciary services; and
(C) that has offices in a state of the United States other than the state in which the home office of the organization is located;
(20) 'interstate state trust company' means an organization that
(A) provides fiduciary services;
(B) holds a charter, license, certificate, or other type of authorization from this or another state of the United States that authorizes the organization to provide fiduciary services; and
(C) has offices in a state of the United States other than the state in which the home office of the organization is located;
(21) 'issuer' has the meaning given in AS 45.55.990 ;
(22) 'national bank' has the meaning given in AS 06.05.990 ;
(23) 'offer fiduciary services to the general public' means to advertise fiduciary services, solicit fiduciary services work, or market fiduciary services in any medium, including an electronic medium, regardless of whether a fee, commission, or any other type of remuneration is charged or received;
(24) 'personal representative' has the meaning given in AS 13.06.050 ;
(25) 'private trust company' means a person who acts as a fiduciary, is not exempt under AS 06.26.020 (a) or (c), and qualifies under AS 06.26.200(c);
(26) 'purchasing trust company' means a trust company purchasing all or substantially all of the assets of another trust company;
(27) 'representative office' means an office that provides support services for a trust company, but at which the trust company does not provide fiduciary services;
(28) 'resident of this state' means an individual who is physically present in Alaska and who intends to remain indefinitely in Alaska;
(29) 'selling trust company' means a trust company selling all or substantially all of its assets;
(30) 'state bank' has the meaning given in AS 06.05.990 ;
(31) 'state financial institution' means an institution organized under this title if the deposits of the institution are insured by an agency of the federal government;
(32) 'trust account' means an account at a trust company for trust assets;
(33) 'trust assets' means assets held in trust for another person;
(34) 'trust company' means a person who is organized under this chapter to act as a fiduciary and to provide fiduciary services to the general public;
(35) 'trust company assets' means assets that are not trust assets and that are owned by a trust company;
(36) 'trust holding company' means an organization formed for the purpose of owning a trust company;
(37) 'trust office' means an office that provides fiduciary services;
(38) 'within the fourth degree' means a child, a grandchild, a great-grandchild, a parent, a sister, a brother, a niece, a nephew, a grandniece, a grandnephew, a grandparent, an aunt, an uncle, a first cousin, a great-grandparent, a great-aunt, a great-uncle, and a great-great-grandparent.
(b) In AS 06.26.220 , 06.26.450 - 06.26.470, 06.26.510, 06.26.870, and 06.26.890, 'control' means owning, or holding with the power to vote, 25 percent or more of the voting securities or other capital stock.
AS 06.26.995. Short Title.This chapter may be cited as the Revised Alaska Trust Company Act.
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