81-12-67 - Acquisition of controlling interest in capital stock association; certificate of approval; definitions; restrictions on ownership or control; reports; examinations.
§ 81-12-67. Acquisition of controlling interest in capital stock association; certificate of approval; definitions; restrictions on ownership or control; reports; examinations.
(1) In any case in which a person or group of persons propose to purchase or acquire voting stock of any capital stock association, which purchase or acquisition would cause such person or group of persons to have control, as defined in subsection (3) of this section, of the association, such person or group of persons shall first make application to the commissioner for a certificate of approval of such purchase or acquisition. The application shall contain the name and address of the proposed new owner or owners of voting stock, and the commissioner shall issue the certificate of approval only after he has become satisfied, by a hearing or otherwise, that the proposed new owner or owners of voting stock are qualified by character, experience and financial responsibility to control the association in a legal and proper manner and that the interest of the stockholders, depositors and creditors of the association and the interest of the public generally will not be jeopardized by the proposed purchase or acquisition of voting stock.
(2) As used in this section, unless the context otherwise requires:
(a) "Business organization" or "company" means any corporation, partnership, trust, joint stock company or similar organization, but does not include any company the majority of the stock of which is owned by the United States or this state, by an officer of the United States or this state in his official capacity, or by an instrumentality of the United States or this state.
(b) "Savings and loan holding company" means any company which directly or indirectly controls an association or controls any other company which is a savings and loan holding company by virtue of this section.
(c) "Person" means an individual or company.
(d) "Subsidiary" of a person means any company which is controlled by such person or by a company which is a subsidiary of such person by virtue of this section.
(3) For purposes of this section, a business organization shall be deemed to have control of an association or any other business organization if the business organization:
(a) Directly or indirectly, or acting in concert with one or more persons or through one or more subsidiaries, owns, controls, holds with powers to vote, or holds proxies representing, more than twenty-five percent (25%) of the voting stock of such association or other business organization;
(b) Controls in any manner the election of a majority of the directors of such association or other business organization;
(c) Exercises a controlling influence over the management or policies of such association or other business organization.
(4) The following restrictions shall apply to ownership or control of associations in this state:
(a) Unless organized pursuant to the laws of this state, and not controlled by a business organization organized under the laws of another jurisdiction, no business organization shall either directly or indirectly control any association located in this state.
(b) No business organization shall acquire control of a capital stock association located in this state without first obtaining the prior written approval of the commissioner. Prior to such acquisition, such business organization shall file an application with the commissioner containing such information as the commissioner may require and as will aid in determining that the acquisition will not be detrimental to the public interest.
(5) Each savings and loan holding company and each subsidiary thereof shall file such reports as the commissioner may require from time to time or as required by this chapter. Each savings and loan holding company and each subsidiary thereof shall be subject to such examination as the commissioner shall prescribe or as required by this chapter. The cost of such examinations shall be assessed against such holding company and paid to the State Treasurer to the credit of the department.
Sources: Laws, 1977, ch. 445, § 15; reenacted, 1982, ch. 301, § 34; Laws, 1990 Ex Sess, ch. 52, § 35; Laws, 1993, ch. 441, § 35; reenacted and amended, 1994, ch. 622, § 67; reenacted without change, Laws, 1997, ch. 496, § 32; reenacted without change, Laws, 2001, ch. 488, § 34, eff from and after July 1, 2001.