§ 45-2-2102 — Organization of state trust company

(a) Any number of persons may act as incorporators or organizers of a state trust company. (b) Subject to this chapter, a state trust company shall be organized as a corporation under the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27, or a limited liability company under the Tennessee Revised Limited Liability Company Act, compiled in title 48, chapter 249. (c) To form a state trust company, the incorporators or organizers shall: (1) Submit an application for charter, pursuant to § 45-2-2103 ; and (2) If the application is approved by the commissioner, submit an application for a certificate of authority, pursuant to § 45-2-2106 . (d) For purposes of this part, if the trust company is being formed as a limited liability company, all references to an application for charter shall also mean an application for articles of organization; all references to incorporators shall also mean organizers; and all references to stock or shareholders shall also include membership interests or members, respectively. Any reference to a director shall also mean a manager, if the trust company is being formed as a manager-managed limited liability company. Any reference to applicant shall mean the incorporators or organizers, or the trust company itself, once its corporate existence has begun. (e) Prior to submitting an application for charter, each incorporator or organizer shall subscribe and pay in full, in cash, for common stock in a minimum amount representing in aggregate at least ten percent (10%) of the proposed capital of the company. Subscriptions paid by the incorporators for their shares in the proposed trust company may be used to pay organizational expenses, but, in that case, shall not be commingled with funds in any account in which any non-incorporator funds have been or will be deposited.

Legislative History

Added by 2014 Tenn. Acts, ch. 642,s 3, eff. 7/1/2014.