New Jersey Administrative Code
Title 3 - BANKING
Chapter 13 - BANK HOLDING COMPANIES
Subchapter 5 - MUTUAL SAVINGS BANK HOLDING COMPANIES
Section 3:13-5.3 - Application
Universal Citation: NJ Admin Code 3:13-5.3
Current through Register Vol. 56, No. 18, September 16, 2024
(a) The board of directors of an organizing mutual savings bank may apply to form a mutual savings bank holding company by submitting the following to the Commissioner:
1. A description of the proposed formation of
the mutual savings bank holding company;
2. A certified copy of the resolution of the
board of directors of the organizing mutual savings bank authorizing the
application by a two-third vote of the board;
3. A certificate of incorporation for the
mutual savings bank holding company containing:
i. The name by which the mutual savings bank
holding company shall be known;
ii.
The street, street number, and municipality where the principal office of the
mutual savings bank holding company is to be located;
iii. The names and addresses of the directors
of the organizing mutual savings bank;
iv. The number of directors of the mutual
savings bank holding company;
v.
The names of persons who are to act as directors of the mutual savings bank
holding company until their successors are elected and qualified;
vi. The amount of capital deposits and
surplus which are to be transferred from the organizing mutual savings bank to
the mutual savings bank holding company;
vii. A provision allowing for the retention
of any interests of the respective depositors of the organizing mutual savings
bank in the assets of the organizing mutual savings bank, according to a fair
valuation, including assets which are proposed to be transferred from the
organizing mutual savings bank to the mutual savings bank holding company;
and
viii. A provision providing for
the establishment of a liquidation account;
4. Biographical statements for each director
of the subsidiary capital stock savings bank and mutual savings bank holding
company;
5. A completed form from
the New Jersey State Police requesting criminal history record information for
each director for the subsidiary capital stock savings bank and mutual savings
bank holding company;
6. Proposed
by-laws of the subsidiary capital stock savings;
7. A business plan for the mutual savings
bank holding company and subsidiary capital stock savings bank; and
8. A copy of any applications for
establishment of a mutual savings bank holding company filed with any Federal
regulator.
(b) Within 60 days after its execution, the directors shall submit a certificate of incorporation for any subsidiary capital stock savings bank setting forth the following:
1. The name by which the subsidiary
capital stock savings bank shall be known;
2. The street, street number and municipality
in which the principal office of the subsidiary capital stock savings bank is
to be located;
3. The names and
addresses of the directors of the mutual savings bank holding company who will
be the incorporators of the subsidiary capital stock savings bank;
4. The number of directors on the board of
directors;
5. The names of the
persons who will serve as directors until their successors are elected and
qualified;
6. The amount of capital
stock, the number or shares into which it is divided, and the par value of each
share, not less than a majority of the total outstanding shares of which will
be held in the name of the mutual savings bank holding company; and
7. The amount of surplus with which the
subsidiary capital stock savings bank will commence business.
(c) Along with the certificate of incorporation, each incorporator of the subsidiary capital stock savings bank shall submit an affidavit setting forth the following:
1. That no fee, commission, or other
compensation has been paid, directly or indirectly, by the mutual savings bank
holding company or by the subsidiary capital stock savings bank in the course
of organizing the subsidiary capital stock savings bank, and that no promotion
fees or charges have been provided or are contemplated;
2. A complete disclosure of all fees paid or
agreed to be paid in the matter of chartering and organizing the proposed
subsidiary capital stock savings bank;
3. That at least a majority of the shares of
the authorized stock of the subsidiary capital stock savings bank is held by
the mutual savings bank holding company; and
4. That the subsidiary capital stock savings
bank proposes to either:
i. Merge with the
organizing mutual savings bank;
ii.
Purchase the assets of the organizing mutual savings bank; or
iii. Receive the assets and liabilities of
the organizing mutual savings bank.
(d) Within 10 days after the date upon which a completed application is filed with the Commissioner, the applicant shall cause to be published a notice of application containing:
1. The name and address of the
applicant;
2. A brief statement of
the nature of the application; and
3. A statement advising that objections to
the application can be filed with the New Jersey Commissioner of Banking, along
with the address of the Commissioner.
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