company business - Contents - Oath - Proposed certificate of incorporation. A person seeking authority to organize a state bank or trust company shall submit the original and ten copies of an application for authority to organize a state bank or trust company. Two copies of the proposed certificate of incorporation and proposed bylaws shall be filed with the application. The application shall be signed under oath by each of the organizers. A. Contents of application. The application shall include the following information: 1. The proposed location; 2. The amount of the capital stock and the class or classes of capital stock proposed to be issued; 3. The corporate name, which shall not be confusingly similar to that of any existing institution in the proposed community; 4. The names of the subscribers to the capital stock and the amount of stock to which each subscribed. If the names of the subscribers are not yet known, the applicant must also submit a copy of any offering circular that may be used in connection with soliciting subscriptions to the capital stock of the proposed bank; 5. The names of the persons, partnerships, associations, or corporations which propose to own or control more than one-half (1/2) of the capital stock; 6. The names of the proposed directors; 7. Evidence of the character, financial responsibility and ability of the organizers and proposed directors; 8. Evidence of the need and advisability of approving the application to organize; 9. The past and present connection with any bank or trust company, other than as a customer on terms generally available to the public, of each proposed director and each subscriber to more than five percent (5%) of the capital stock; and 10. Any other information which the Commissioner may require. B. Statement to be signed under oath. The application shall contain a statement that the requirements of Sections 303 and 304 of this title have been met. The statement shall be signed by the organizers and verified under oath. C. Proposed Certificate of Incorporation. The proposed certificate of incorporation shall contain the following: 1. The name of the bank or trust company; 2. If the bank is to exercise trust powers, a statement to that effect; 3. The business street address, including city or town, and county in which it is to be located; 4. The amount of capital, the number of shares of each class, the relative preferences, powers and rights of each class, the par value of the shares of each class and the amount of the paid-in surplus; 5. A statement whether voting for directors shall or shall not be cumulative and the extent of the preemptive rights of stockholders; 6. The names and places of residence of the organizers and the number of shares subscribed by each; 7. The term of its existence, which shall be perpetual; 8. The board of directors of the proposed bank or trust company who shall serve until the next annual meeting of the stockholders, or until their successors are regularly elected and qualified; and 9. Such other proper provisions to govern the business and affairs of the bank or trust company as may be desired by the organizers. Added by Laws 1965, c. 161, § 305. Amended by Laws 1967, c. 258, § 2, emerg. eff. May 8, 1967; Laws 1968, c. 93, § 3, emerg. eff. April 1, 1968; Laws 1975, c. 109, § 5, emerg. eff. May 7, 1975; Laws 1982, c. 204, § 6; Laws 1997, c. 111, § 23, eff. July 1, 1997; Laws 2001, c. 55, § 2, eff. Nov. 1, 2001; Laws 2002, c. 67, § 5, eff. Nov. 1, 2002.
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