412:3-201 Application for preliminary approval to organize a financial institution. (a) Three or more individuals, of whom at least three are residents of the State, or any company that seeks to become a financial institution holding company may file an application with the commissioner for preliminary approval to organize a Hawaii financial institution under this part. Banks seeking authority to engage in the trust business through a division or department of the bank, or through a subsidiary, shall apply for such authority under section 412:5-205.

(b) The application shall contain the following information, unless waived by the commissioner:

(1) The proposed name of the financial institution;

(2) The specific location of its principal office, branches, agencies, and support facilities, and any lease agreements for such principal office, branches, agencies, and support facilities;

(3) Financial statements, employment history, education, management experience, and other biographical information for all applicants, organizers, proposed executive officers, and directors of the financial institution;

(4) The name and address of each proposed subscriber of capital stock in the financial institution;

(5) The proposed capital plan, if capital has not been fully raised, that shall include:

(A) A description of any stock options, debentures, and stock warrants offered or proposed to be offered to any person; and

(B) Any stock option plan;

(6) The proposed capital stock solicitation plan, if subscriptions for capital stock will be solicited, that shall include:

(A) Information regarding the solicitation plan by which the applicant and the proposed financial institution propose to conduct the solicitation of subscribers;

(B) Information regarding the classes of shares, respective quantities of shares for each class, and the subscription price of each class of stock;

(C) A specimen subscription contract or purchase agreement and other related documents to be executed by subscribers;

(D) Any underwriting agreement or other agreement for the purchase or distribution of the capital stock;

(E) Any escrow agreements or other agreement for the holding of the purchase proceeds of the capital stock;

(F) Proposed advertising materials;

(G) If the offer and sale of the capital stock is subject to the Securities Act of 1933 and regulations thereunder, a copy of the registration statement most recently filed with the federal Securities and Exchange Commission or any other notices or other filings in lieu of registration required or permitted by that Act or regulation and any subsequent amendments thereto;

(H) If the offer and sale of the capital stock is subject to chapter 485A, a copy of the registration or qualification statement most recently filed with the commissioner of securities and any subsequent amendments thereto; and

(I) If the offer and sale of the capital stock is not subject to the Securities Act of 1933 or chapter 485A, whether exempted by law or regulation or otherwise, a copy of the most recent version of any prospectus, offering memorandum, offering circular, or other offering document proposed to be delivered to prospective subscribers to the capital stock, and any subsequent amendments thereto;

(7) The financial institution's proposed policies concerning loans and concentrations of credit, asset and liability management, conflicts of interest, investments, community reinvestment, bank secrecy, anti-money laundering, and customer identification;

(8) The financial institution's business plan for the first three years of operations;

(9) Financial projections regarding the financial institution's profitability for the first three years of operations;

(10) A market study or letters of support evidencing the need and advisability of granting authority to organize a financial institution;

(11) Except for trust companies, evidence that the financial institution has applied for federal deposit insurance from the Federal Deposit Insurance Corporation or other appropriate federal deposit insurer;

(12) Evidence that the financial institution has applied for fidelity bonds and other insurance appropriate to its size and operations, including the types and the amounts of coverage, and the respective deductible amounts, from insurance companies licensed in the United States;

(13) Evidence that the proposed directors and executive officers of the financial institution have the financial ability, responsibility, and experience to engage in the business of a financial institution;

(14) The employment agreements for all proposed executive officers of the financial institution;

(15) The proposed articles of incorporation and bylaws of the financial institution;

(16) A description of any existing or proposed service corporation, affiliate, or subsidiary;

(17) Information necessary to conduct a criminal history record check in accordance with section 846-2.7 of each of the proposed directors and executive officers of the financial institution, accompanied by payment of the applicable fee for each record check to be conducted; and

(18) Any other information that the commissioner may require.

(c) The application shall be submitted in a form prescribed by the commissioner. The commissioner may accept application forms that are utilized by any federal regulatory agency in processing similar applications. The application shall be accompanied by an application fee assessed pursuant to section 412:2‑105.2. The application fee shall not be refundable.

(d) The identity of each applicant and organizer, and any information that is not confidential, shall be available to the public. The applicant may request in writing that information be kept confidential. The applicant shall designate and separate any matter that the applicant claims is confidential and shall submit a separate statement providing the reasons and authority for the request for confidential treatment. The failure by the applicant to request confidential treatment and to designate and separate the confidential matter shall preclude any objection or claim for wrongful disclosure of the information. Information determined by the commissioner to be confidential, pursuant to an applicant's request or otherwise, shall not be available to the public.

(e) The commissioner shall review the application, may conduct an examination of the proposed financial institution, and may interview any proposed director or executive officer. [L 1993, c 350, pt of 1; am L 2006, c 228, 15; am L 2007, c 9, 14; am L 2008, c 196, 3; am L 2016, c 149, 4]

 

Cross References

 

Modification of fees, see 92‑28.

 

 

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