§ 45-2-202 — Notice of intention - Request for issuance of charter - Approval or nonapproval of notice of intention or request for issuance of charter and accompanying documents - Notice - Filing - Restriction on acceptance of shares of capital stock until notice of approval received

(a) The incorporators shall file with the commissioner a notice of their intention to organize a corporation seeking authority to become a state bank, signed by each of the incorporators. The notice shall state the following and other information that the commissioner may require: (1) The name, residence and occupation of each incorporator, and the amount of stock subscribed and paid for by each; (2) The name and address of an individual within the state to whom notice to all incorporators may be sent; (3) The total capital, the number of shares of each class and series, the par value of the shares of each class and series of the corporation and a copy of the stockholder offering circular and subscription agreement. For purposes of Tennessee law, any securities with different voting, distribution, or liquidation rights or preferences shall be deemed to be securities of different classes; (4) Whether it is intended that the proposed state bank shall have trust powers; (5) The community in which the proposed state bank is to be headquartered; (6) The proposed name of the institution, which, in the commissioner's judgment, is not likely to cause confusion to the affected public. The incorporators shall use the phrase "in organization" after the proposed bank's name, until such time as the certificate of authority has been issued; (7) A statement of the method of financing and amount of organizational expense fund as required in § 45-2-203 ; (8) A copy of the escrow agreement; and (9) The filing fee required by the secretary of state. (b) The incorporators may also file with the commissioner a request for issuance of charter for a corporation seeking to conduct banking business in Tennessee, accompanied by an executed charter. The executed charter filed with the commissioner shall be in the form the commissioner prescribes, containing the following information: (1) The name of the state bank; (2) If the state bank is to exercise trust powers, a statement to that effect; (3) The community in which the main office is to be located; (4) The amount of capital, the number of shares of each class and series, the relative preferences, powers and rights of each class and series, the par value of the shares of each class and series, if any, and the amount of the paid-in surplus; and (5) Any other proper provisions to govern the business and affairs of the state bank that may be desired by the incorporators, including, but not limited to, the initial directors of the proposed state bank. (c) (1) If the notice of intention, request for issuance of charter or any accompanying documents do not comply with the requirements of this section, the commissioner shall, within ten (10) business days after receipt, either: (A) Notify the incorporators that the notice of intention, request for issuance of charter and accompanying documents are approved as to form pending the receipt of any additional information requested of the applicant in the notice; or (B) Notify the incorporators that the notice of intention, request for issuance of charter and accompanying documents, have not been accepted, calling attention to the defect or defects in the documents. The incorporators may resubmit the notice of intention, proposed charter or accompanying documents, revised as necessary, to address the defect or defects noted by the commissioner. (2) The commissioner shall have five (5) business days after receipt of the revised notice of intention, request for issuance of charter and accompanying documents to review the notice, request and documents and either: (A) Notify the incorporators that the revised notice of intention, request for issuance of charter and accompanying documents are approved as to form; or (B) Notify the incorporators that the notice of intention, request for issuance of charter and accompanying documents have not been accepted, calling attention to the defect or defects still in the documents. (3) If the revised notice of intention, request for issuance of charter and accompanying documents are not accepted, any subsequent filing by the incorporators for the proposed bank shall be as if it were an initial filing. (4) If the commissioner does not refuse to accept the notice of intention and request for issuance of charter or revised notice of intention and revised request for issuance of charter within the time provided, they shall be deemed to be approved as to form. (d) After the notice of intention and request for issuance of charter for a corporation seeking to conduct banking business in Tennessee is accepted for filing or deemed to have been filed with the commissioner, the commissioner shall authorize the filing of the executed charter by endorsing approval on all copies thereof and filing the originally executed charter with the secretary of state, retaining one (1) copy for the department's files and returning one (1) copy to the incorporators within ten (10) business days thereafter, so that the incorporators may take any further steps necessary to duly incorporate the proposed new state bank as a corporate entity. However, the commissioner shall retain the right to require any amendment to the charter or disallow any proposed officer or director of the proposed new bank prior to granting a certificate of authority. Nothing in this subsection (d) shall prevent the commissioner from otherwise rejecting the application or refusing to grant a certificate of authority. (e) It is a Class C misdemeanor, under this chapter and chapter 1 of this title, to accept any stock subscription for shares of capital stock of the proposed bank from any persons other than the incorporators until the incorporators have received the notification from the commissioner that the notice of intention and accompanying documents are approved as to form, or in violation of any order of the commissioner. Any subscription for capital stock of the proposed bank accepted in violation of this subsection (e) shall be enforceable by the commissioner and only to the extent the commissioner determines it to be necessary to protect investors.

Legislative History

Acts 1969, ch. 36, § 1 (3.305); 1973, ch. 294, § 6; T.C.A., § 45-202; Acts 1989, ch. 591, § 113; 1996, ch. 768, §§ 6, 7; 2001, ch. 54, § 5; 2006, ch. 660, § 1.