New Jersey Administrative Code
Title 3 - BANKING
Chapter 32 - CONVERSIONS OF ASSOCIATIONS
Subchapter 3 - MUTUAL STATE ASSOCIATION HOLDING COMPANIES
Section 3:32-3.2 - Formation of mutual State association holding company
Universal Citation: NJ Admin Code 3:32-3.2
Current through Register Vol. 56, No. 18, September 16, 2024
(a) The board of directors of an organizing mutual State association may apply to the Commissioner to form a mutual State association holding company in any of the following ways:
1. Plan 1: The board of
directors may apply to incorporate a mutual state association holding company,
transfer a portion of the organizing mutual state association's assets to the
mutual state association holding company, and then convert the organizing
mutual state association to a capital stock state association;
2. Plan 2: The board of directors may apply
to incorporate a mutual state association holding company, form a subsidiary
capital stock state association, and either merge the organizing mutual state
association into the capital stock state association or sell or transfer the
assets and liabilities of the organizing mutual state association to the
capital stock state association and liquidate the organizing mutual state
association;
3. Plan 3: The board
of directors may apply to form a mutual State association holding company by
incorporating a subsidiary capital stock State association, and by transferring
a substantial part of the assets and liabilities of the organizing mutual State
association to the newly formed capital stock State association in return for a
majority of its capital stock;
4.
Plan 4: The board of directors may apply to incorporate a mutual State
association holding company that will hold a controlling interest (51 percent
or more) in a newly formed subsidiary holding company, which in turn will hold
100 percent of the outstanding stock of the capital stock State association
that has been formed by one of the methods set forth in Plans 1 through 3;
or
5. Any other method of
reorganization approved by the Commissioner.
(b) In the event that the proposed mutual State association holding company reorganization provides for a minority stock issuance by either the subsidiary holding company or capital stock State association, the procedural and substantive requirements set forth in 17:12B-261 et seq. and N.J.A.C. 3:32, regarding the conversion from mutual to stock form of ownership shall apply, unless clearly inapplicable.
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