N.J.S.A. 17:9A-408 — Amended certificate of incorporation

17:9A-408. Amended certificate of incorporation In the event that the board of managers elects to follow the procedures provided in subsection b. of section 7 of this act, the managers shall, with the approval of the commissioner: a. Adopt an amended certificate of incorporation which changes the name of the organizing mutual savings bank and conforms its organization, governance and powers to those prescribed for a mutual savings bank holding company by section 8 and sections 10 through 15 of this act. b. The amended certificate of incorporation adopted pursuant to subsection a. of this section shall state: (1) The amount of capital deposits and surplus which are to be retained by the organizing mutual savings bank holding company; (2) The amount of assets and liabilities of the organizing mutual savings bank that are to be transferred to the subsidiary capital stock savings bank; and (3) A means of retaining 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 retained by the organizing mutual savings bank holding company. L. 1987, c. 201, s. 27. 17:9A-409. Definitions relative to acquisitions 28. As used in sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417): "Acquire" means: (1) That a company merges or consolidates with a bank holding company; (2) That a company assumes direct or indirect ownership or control of: (a) more than 25 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was not a bank holding company prior to that acquisition; (b) more than 5 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was a bank holding company prior to that acquisition; (c) all or substantially all of the assets of a bank holding company or a bank; or (3) That a company takes any other action that results in the direct or indirect acquisition or control by that company of a bank holding company or a bank. "Affiliate," "bank," "company," and "subsidiary" have the meanings set forth in section 2 of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841. "Bank holding company" has the meaning set forth in subsection (a) of section 2 of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841(a) and, unless the context requires otherwise, includes a New Jersey bank holding company, an out-of-State bank holding company and a foreign bank holding company. "Bank supervisory agency" means any of the following: (1) The Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to these agencies; and (2) Any agency of another state with primary responsibility for chartering and supervising banks. "Branch" has the meaning set forth in section 1 of P.L.1948, c.67 (C.17:9A-1). "Control" shall be construed consistently with the provisions of paragraph (2) of subsection (a) of section 2 of the "Bank Holding Company Act of 1956," 12 U.S.C. 1841(a)(2). "Commissioner" means the Commissioner of Banking. "Deposit" has the meaning set forth in the "Federal Deposit Insurance Act," 12 U.S.C. 1813. "Depository institution" means any institution included for any purpose within the definitions of "insured depository institution" as set forth in the "Federal Deposit Insurance Act," 12 U.S.C. 1813(c)(2) and (3). "Foreign bank holding company" means a bank holding company that is organized under the laws of a country other than the United States, including any territory or possession thereof. "New Jersey bank" means a bank that is: (1) organized under P.L.1948, c.67 (C.17:9A-1 et seq.); or (2) organized under federal law and having its principal place of business in this State. "New Jersey bank holding company" means a bank holding company that: (1) has its principal place of business in this State; and (2) is not controlled by a bank holding company other than a New Jersey bank holding company. "Out-of-State bank holding company" means: (1) a bank holding company that is not a New Jersey bank holding company; and (2) unless the context requires otherwise, includes a foreign bank holding company. "Person" has the meaning given it pursuant to R.S.1:1-2. "Principal place of business" of a bank holding company means the state in which the total deposits of its bank subsidiaries are the greatest. "State" means any state, territory, or other possession of the United States, including the District of Columbia. L.1996,c.17,s.28. 17:9A-410. Acquisition of New Jersey bank, bank holding company 29. Sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417) set forth the conditions under which a person may acquire a New Jersey bank or New Jersey bank holding company. Sections 28 through 36 are intended not to discriminate against out-of-State bank holding companies or against foreign bank holding companies in any manner that would violate subsection (d) of section 3 of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1842(d), as amended effective September 29, 1995. L.1996,c.17,s.29. 17:9A-411. Approval of commissioner required for acquisition of New Jersey bank holding company, bank 30. a. Except as otherwise expressly permitted by federal law, no person may acquire a New Jersey bank holding company or a New Jersey bank without the prior approval of the commissioner. b. The prohibitions in subsection a. of this section shall not apply if the acquisition is made: (1) in a transaction arranged by the commissioner or another bank supervisory agency to prevent the insolvency or closing of the acquired bank; or (2) in a transaction in which a bank forms its own bank holding company, if the ownership rights of the former bank shareholders are substantially similar to those of the shareholders of the new bank holding company. c. In a transaction for which the commissioner's approval is not required under this section, the parties shall give written notice to the commissioner at least 15 days before the effective date of the acquisition, unless a shorter period of notice is required under applicable federal law. L.1996,c.17,s.30. 17:9A-412. Procedure for acquisition 31.a. A person that proposes to make an acquisition under sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417) shall: (1) file with the commissioner an application in the form that the commissioner requires; and (2) pay to the commissioner an application fee prescribed by the commissioner. b. To the extent consistent with the effective discharge of the commissioner's responsibilities, the forms established under sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417) for application and reporting shall conform to those established by the Board of Governors of the Federal Reserve System under the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841 et seq. c. In connection with an application received under this section, the commissioner shall: (1) require that prior notice of the application be published in a daily newspaper of general circulation and provide an opportunity for public comment; and (2) make the application available for public inspection to the extent required or permitted under applicable State or federal law. d. If the applicant is an out-of-State bank holding company it shall submit with the application proof that the applicant has complied with or is exempted from the requirements of N.J.S.14A:13-3 and N.J.S.14A:13-4, requiring registration by foreign corporations doing business in this State. L.1996,c.17,s.31. 17:9A-413. Approval of application for proposed acquisition 32. a. In deciding whether to approve an application for a proposed acquisition under sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417), the commissioner shall consider whether the acquisition may: (1) be detrimental to the safety and soundness of the New Jersey bank or New Jersey bank holding company to be acquired; (2) result in an undue concentration of resources or a substantial reduction of competition in this State; or (3) have a significantly adverse impact on the convenience and needs of the community or communities in this State that are served by the New Jersey bank or New Jersey bank holding company. b. Except as otherwise provided in this section, the commissioner shall not approve an acquisition under sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417) if upon consummation of the transaction, the applicant, including any depository institution affiliated with the applicant, would control 30 percent or more of the total amount of deposits held by depository institutions in this State. c. The commissioner may by regulation adopt a procedure whereby the limitation on control of deposits set forth in subsection b. of this section may be waived for good cause shown. L.1996,c.17,s.32. 17:9A-414. Approval of acquisition 33. a. The commissioner shall decide whether to approve an acquisition under sections 28 through 36 of P.L.1996, c.17 (C.17:9A-409 through C.17:9A-417) within 60 days after receipt of a completed application, provided, that if the commissioner requests additional information from the applicant following receipt of a completed application, the time limit for decision by the commissioner shall be the later of: (1) the date set forth above in this subsection, or (2) 30 days after the commissioner's receipt of the requested additional information. b. The commissioner may in the commissioner's discretion hold a public hearing in connection with an application. c. If the commissioner holds a public hearing in connection with an application, the time limits specified in subsection a. of this section shall be extended to 30 days after the conclusion of the public hearing. d. An application shall be deemed approved if the commissioner takes no action on the application within the time limits specified in this section. L.1996,c.17,s.33.

This is the verbatim text of N.J.S.A. 17:9A-408, retrieved from the New Jersey Legislature's public statute corpus. Statutes are amended periodically — for the most current version, check the external source link above. Kyzer is not a law firm and this page is not legal advice.