Section 0180-07-.02 - APPLICATION PROCEDURE FOR NEW BANK CHARTER(1) As required by T.C.A. § 45-2-202, the incorporators shall file with the Commissioner a notice of their intention to organize a state bank. The notice of intention shall be considered a record of the Department that is open for public inspection unless the Commissioner, in his discretion, determines that a particular notice of intention or portion thereof shall not be open for public inspection. The offering circular shall not be open for public inspection. The notice shall include the following information: (a) the information required by T.C.A. § 45-2-202;(b) a statement of the method of financing and amount of the organizational expense fund required by T.C.A. § 45-2-203;(c) a copy of any escrow agreement.(2) If the information in the notice of intention is in compliance with T.C.A. § 45-2-202 and this rule, the Commissioner shall notify the incorporators within ten (10) business days after the receipt thereof that the notice of intention is approved as to form. If the information in the notice of intention is not in compliance as aforesaid, the Commissioner will follow the procedure specified in T.C.A. § 45-2-202(b).(3) After the notice of intention has been received and accepted for official filing, the department will contact the incorporators to arrange for a meeting, if needed.(4) After the incorporators have received notification from the Commissioner that the notice of intention and accompanying documents are approved as to form, the incorporators may begin accepting stock subscriptions and may also apply for a charter as set forth in T.C.A. § 45-2-204. The application should be filed simultaneously with the Federal Deposit Insurance Corporation in Memphis, Tennessee and the Department. Application fee checks are to be made payable to the Treasurer, State of Tennessee.(5) The incorporators shall give public notice of their application as required in Chapter 0180-5 of these rules and notice to other banks and to such persons and organizations as the Commissioner may require.(6) The applicant will receive notification within twenty (20) business days from the receipt of the application and accompanying documents as to its sufficiency. If the application is deemed sufficient it shall be accepted for filing. If the application is submitted prior to the date the commissioner notifies the incorporators that the notice of intention is approved as to form, the twenty (20) business day time period for accepting the application does not begin to run until the notice of intention is approved.(7) After an application has been accepted for filing, the applicant may make a written request to the Commissioner to grant the charter. However, the issuance of the charter does not provide authority to the applicant to begin a banking business. The applicant must submit the filing fee payable to the Secretary of State before the Charter can be filed.(8) Anyone may file a comment in writing with the Commissioner respecting the application, or anyone may protest the application by filing a written notice of protest within fifteen (15) calendar days of the date of publication of the public notice required in Chapter 0180-5 of the rules of the Department of Financial Institutions.(a) Any person commenting or protesting on an application by telephone shall submit the substance of the comments in writing to the Department.(b) Written or telephonic comments submitted more than fifteen (15) calendar days after publication of the notice of application may be considered by the Department.(c) The Department will notify the applicant should any protest be filed. Any protest is considered to be a confidential record of the Department. The Department will provide the applicant with the substantive facts of any protest unless in the opinion of the Commissioner, such release is not warranted.(d) Any response to a protest is considered to be a confidential record of the Department.(e) If the Department needs any additional information from the protestor after the applicant responds to the protest, the Department will contact the protestor.(f) When the Commissioner makes a decision on an application, he or she will notify any protestor of the final decision after the applicant has been notified.(9) The Commissioner shall conduct an investigation and examination relative to the factors enumerated in T.C.A. § 45-2-205.(10) If the Commissioner approves the application, he or she shall grant the charter as specified in T.C.A. § 45-2-205, unless the charter has already been issued in accordance with T.C.A. § 45-2-204(c). If the Commissioner disapproves the application, he or she shall give written notice of the disapproval as specified in T.C.A. §§ 45-2-204 and 205. If the charter was issued pursuant to T.C.A. § 45-2-204 and the Commissioner denies the application, the Commissioner will notify the Secretary of State and the incorporators shall take all necessary steps to dissolve the corporation.(11) The incorportors or directors shall update the list of subscribers every thirty (30) days until the stock is fully subscribed.(12) All subscription proceeds shall be placed in an escrow account. The escrow agreement must be reviewed by the Commissioner. Funds may not be removed from the escrow account prior to the issuance of the Certificate of Authority unless written approval has been received from the Commissioner.(13) Upon approval of the application for a charter and collection of the required capital, the incorporators shall file an application for a certificate of authority in accordance with T.C.A. § 45-2-212. If the conditions and requirements enumerated in T.C.A. § 45-2-214 have been met, the Commissioner shall issue the certificate ofTenn. Comp. R. & Regs. 0180-07-.02
Original rule filed November 25, 1975; effective December 27, 1975. Amendment filed May 31, 1978; effective August 14, 1978. Amendment filed February 17, 1984; effective May 15, 1984. Amendment filed January 30, 1998; effective May 29, 1998. Amendment filed October 19, 2000; effective February 28, 2001. Amendment filed November 30, 2001; effective March 30, 2002.Authority: provided, however, that the certificate of authority shall become null and void whenever substantially all of the assets of a bank are purchased without acquiring the charter.
Authority: T.C.A. §§ 45-1-103(10), 45-1-107, 45-1-120, 45-2-202, 45-2-203, 45-2-204, 45-2-205, 45-2-206, 45-2-212, 45-2-214, 45-2-215, 45-2-219, and 45-2-1603.