412:5-203 Operating subsidiaries. (a) "Operating subsidiary" means a corporation other than a corporation referred to in section 412:5-305(g)(2) to (8) of which more than fifty per cent of the voting securities is held directly or indirectly by a bank.

(b) An operating subsidiary may engage in activities that are authorized for a bank, including those under section 412:5-305 and title 12 Code of Federal Regulations part 362, or that are usual or incidental to the business of a bank.

(c) No bank may acquire, establish, or hold the voting securities of an operating subsidiary without the commissioner's prior written approval; provided that such approval shall not be required so long as the bank's aggregate net contributions to the capital of the operating subsidiary remain less than ten per cent of the bank's capital and surplus; provided further that the bank shall comply with the notification requirements of subsection (f). Unless otherwise provided by law or rule, all provisions of this chapter applicable to the operations of the parent bank shall apply to the operations of its operating subsidiary. Unless otherwise provided by law or rule, pertinent accounts of the parent bank and its operating subsidiaries shall be consolidated for the purpose of applying applicable statutory limitations such as contained in section 412:5-302.

(d) The bank shall file an application with the commissioner in a form approved by the commissioner. The application shall be accompanied by a fee assessed pursuant to section 412:2-105.2. The application shall contain the following information concerning the proposed operating subsidiary:

(1) The name and date for commencement of operations;

(2) The specific location;

(3) The activities and nature of business;

(4) The ownership, amount, and nature of the investment; and

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

(e) If after appropriate examination and investigation, the commissioner is satisfied that the acquisition, establishment, or holding the voting securities of the operating subsidiary will comply with this section, the commissioner shall approve the application in writing, with conditions as the commissioner may deem appropriate.

(f) The bank shall notify the commissioner in writing within five days of acquiring or establishing an operating subsidiary or performing new activities in the operating subsidiary. The notification shall provide the information specified in subsection (d).

(g) The accounts of each operating subsidiary of a bank shall be maintained independently of the accounts of all of the bank's other operating subsidiaries, and independently of the accounts of the bank itself. At least at the end of every quarter of its fiscal year the bank shall consolidate or recognize its proportionate share of the profit and loss from each operating subsidiary.

(h) The bank shall notify the commissioner in writing within five days of closing an operating subsidiary. The notification shall provide the date of closing, the reasons for the closure, and the means by which the assets and liabilities of the operating subsidiary were disposed. [L 1993, c 350, pt of 1; am L 2006, c 228, 31; am L 2013, c 172, 4, 19]



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