45-2-204 - Application for charter Acceptance, nonacceptance and filing of application Notice to other banks Formation of interim bank.
45-2-204. Application for charter Acceptance, nonacceptance and filing of application Notice to other banks Formation of interim bank.
(a) After the incorporators have received notification from the commissioner that the notice of intention and other accompanying documents are approved as to form, the incorporators or, after the charter has been filed, the corporation seeking authority to conduct banking business in Tennessee, may file an application and request for charter, if not previously requested, with the commissioner. The incorporators shall submit the following, if not previously filed with the commissioner:
(1) The information required by the commissioner in § 45-2-202(b);
(2) The application fee required by the commissioner;
(3) Proposed bylaws in the form the commissioner prescribes; and
(4) An application in the form and containing the information the commissioner requires, including the following:
(A) The name, residence and occupation of each subscriber from whom subscriptions have been accepted as of the date the application is filed, and the number of shares for which each subscriber has subscribed, which list shall be updated not less than every thirty (30) business days to add all additional subscribers and any amendments to any information previously filed;
(B) The past and present connection with any bank, other than as a customer on terms generally available to the public, of each director and each subscriber to more than ten percent (10%) of the capital stock, updated as necessary to identify subscribers not previously identified in the application; and
(C) The address at which it is proposed that the state bank do business, or, if the address is not known, the area within the community in which it is proposed that the business be located.
(b) (1) If the application, the proposed charter or any other accompanying documents do not comply with the requirements of this chapter and chapter 1 of this title, the commissioner shall, within twenty (20) business days after the receipt thereof, either:
(A) Return them to the incorporators, calling attention to the defect or defects therein; or
(B) Notify the incorporators of the rejection of the application, calling attention to the defect or defects therein.
(2) If the application, proposed charter and accompanying documents, if any, are not so returned or rejected by the commissioner within twenty (20) business days of the receipt thereof, they shall be deemed to have been filed with the commissioner.
(c) Should the application be rejected or should a certificate of authority not be granted, the commissioner shall give appropriate notice to the secretary of state. The incorporators shall either:
(1) Return the original charter to the commissioner and take the steps that are necessary to dissolve the proposed state bank as a corporate entity as provided in the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27; provided, that all subscription proceeds, except those proceeds made by incorporators to establish an organizational expense fund as provided in § 45-2-203, shall be returned to all subscribers in accordance with the subscription agreement; or
(2) Amend the original charter to rename the corporate entity and revise any other provisions as determined by the commissioner as provided in the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27.
(d) The commissioner may also require publication of the notice.
(e) Notwithstanding the provisions in this chapter and chapter 1 of this title to the contrary, the commissioner may prescribe by rule or regulation the application procedure for the formation of an interim bank to facilitate an interim bank merger, as defined in § 45-2-1402.
[Acts 1969, ch. 36, § 1 (3.307); 1973, ch. 294, § 6; 1977, ch. 36, § 1; T.C.A., § 45-204; Acts 1983, ch. 74, § 4; 1996, ch. 768, § 8; 2006, ch. 660, § 1.]