Section 392-A:2 Organization.
I. A merchant bank may be organized by one or more New Hampshire financial institutions as a nondepository trust company pursuant to RSA 392. The organizational instruments of a merchant bank shall contain a statement to the effect that it may not solicit, receive, or accept money or its equivalent as a savings deposit, time deposit, demand deposit, or any other type of instrument or facility of like character or nature. A merchant bank shall be subject to and governed by the provisions of RSA 392 that relate to nondepository trust companies and other applicable banking statutes, except as otherwise provided in this chapter. The provisions of this chapter shall govern any conflicting or inconsistent provisions in RSA 392 or any other chapter.
II. Notwithstanding any other provision of law to the contrary, a merchant bank may be organized as a corporation, limited liability company, limited partnership, or limited liability partnership. A merchant bank organized as a business entity other than a corporation shall be subject to the provisions of state law applicable to such type of entity, provided, however, any filing required to be made with the secretary of state shall be made instead with the bank commissioner. Any reference to a corporation in the banking statutes shall also include any other type of business entity for purposes of this chapter. A noncorporate merchant bank shall be subject to all of the same laws and regulations that relate to a corporate merchant bank. Any partner, manager, or senior management official of a noncorporate merchant bank shall be subject to the same duties and liabilities as pertain to directors, trustees, and senior management officials of a corporate merchant bank.
III. Any New Hampshire financial institution is authorized to invest in a merchant bank organized under this chapter. The amount of the investment shall not exceed 25 percent of the New Hampshire financial institution's capital and surplus, except that if the New Hampshire financial institution owns all or a majority of the voting shares of the merchant bank, its investment shall not exceed the investment limitation set forth in RSA 384:16-b, I for service corporations which is 10 percent of its savings deposits or capital funds, whichever may be greater. One or more accredited investors may participate in the organization of, and invest in, a merchant bank, provided that at least a majority of the voting rights of the merchant bank are controlled at all times directly or indirectly by one or more New Hampshire financial institutions. The organizers of the merchant bank shall submit a list of all investors in the bank and the amount of their respective investments. This list shall be accompanied by a certificate signed by each investor attesting to its eligibility to invest in the merchant bank, as part of the petition submitted under RSA 392:5.
IV. Any New Hampshire financial institution may reorganize into a merchant bank by submitting an application to reorganize with the board of trust company incorporation and complying with the organization requirements of RSA 392, as applicable. The application of the New Hampshire financial institution shall be signed by a majority of the members of the board of directors. The reorganization shall be approved by a 2/3 majority of the members of the board of directors and a 2/3 majority of each class of shareholders. If the reorganization is approved by the board of trust company incorporation, notice of the reorganization shall be filed with the office of the secretary of state at the same time the charter of the merchant bank is filed pursuant to RSA 392:17. The certificate of incorporation issued by the secretary of state pursuant to RSA 392:18 shall make reference to the reorganization authorized by this chapter.
V. The business and affairs of a merchant bank shall be governed by a board of directors, if it is a corporation, or its equivalent governing body if it is any other type of business entity, composed of at least 5 natural persons. No person shall serve as a director if the merchant bank is a corporation, or as a member of its governing body if it is any other type of organization, at any time without the prior approval of the bank commissioner. The bank commissioner shall review the background, experience, and financial integrity of a person proposed for service as a director or member of its governing body. The person shall apply to the bank commissioner for approval to serve in that capacity and shall submit such information as may be required by the bank commissioner to make a decision. The bank commissioner shall make a decision within 30 days of receipt of a complete application.
Source. 1998, 284:2, eff. Aug. 25, 1998.