New Jersey Administrative Code
Title 3 - BANKING
Chapter 1 - GENERAL PROVISIONS
Subchapter 2 - PROCEDURAL RULES
Section 3:1-2.22 - Charter conversions

Universal Citation: NJ Admin Code 3:1-2.22

Current through Register Vol. 56, No. 18, September 16, 2024

(a) Applications for conversion from a Federally-chartered depository institution to a State-chartered institution shall not be considered a charter application for purposes of this subchapter. Applications for such a conversion shall be filed in accordance with the requirements set forth in (b) through (d) below.

(b) A Federally-chartered depository that directly or through a predecessor bank, savings bank or association by merger or other reorganization has been in business for at least three years, and which is well capitalized, adequately managed, and if applicable, has received in its most recent examination under the Community Reinvestment Act of 1977, 12 U.S.C. §§ 2901 et seq., a rating of not less than "satisfactory record of meeting community credit needs," or its equivalent, may apply for expedited approval for conversion by filing for such expedited approval with the Commissioner. The application shall include the required filing fee and shall contain:

1. A certification by the depository, in a form specified by the Commissioner, that includes the following:
i. A statement that the depository meets the criteria set forth in (b) above;

ii. The amount of the required filing fee;

iii. A statement that the depository is entitled to request expedited processing and does request such processing;

iv. The executed certificate of incorporation;

v. A copy of the applicant's business plan for the next succeeding three year period, in the form of the Interagency Model Business Plan Guidelines in use at the time of application, incorporated herein by reference. Copies of the Guidelines may be obtained on the FDIC website at www.fdic.gov;

vi. A plan of conversion;

vii. Biographical forms for each director, in the form of the Interagency Biographical and Financial Information Report in use at the time of application, incorporated herein by reference. Copies of the report may be obtained on the FDIC website at www.fdic.gov. The financial information set forth in the form shall not be required;

viii. Certification from the depository that it has complied with and meets each of the requirements set forth in 17:9A-150, 17:12B-224 and 225, and 17:16M-1 et seq., as applicable, with a certification as to each item individually; and

ix. A certified copy of the resolution of the board of directors approving the conversion.

(c) The Commissioner shall issue a decision on an accepted application for expedited processing within 60 days after receipt of a completed application by the Commissioner. For good cause shown, the Commissioner may, prior to the expiration of the 60-day period, and upon written notice to the applicant, extend the time for issuing a decision an additional 60 days.

(d) Where the conversion application does not qualify for an expedited review pursuant to (b) above, the applicant shall file the following information:

1. All of the information required in (b) above;

2. A pro forma balance sheet and profit and loss statement which shall project the financial condition and net income or loss of the depository on an annual basis for a period of three years; and

3. A copy of the application filed with the applicable Federal regulator for the conversion.

(e) A Federally-chartered savings association seeking ultimately to convert to a State-chartered savings bank may file the application for such conversion required under N.J.A.C. 3:32-2 contemporaneously with the application required in this section. The Department shall review and consider the two applications simultaneously.

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