Before any trust company may be organized and formed, the prospective incorporators shall give notice to the commissioner of their desire to engage in trust activities and apply for a certificate of authority to incorporate, and shall at the time file with the commissioner a copy of the proposed articles of incorporation, duly sworn to by one (1) of the prospective incorporators. The commissioner shall promptly give consideration to the application and make an examination of the proposed articles of incorporation to determine if they meet all requirements of law. The commissioner shall then make an investigation to determine if the necessity and other factors mentioned in Article 4 of this chapter requires that the proposed new trust company should be chartered and permitted to operate.
When the commissioner has completed the examination and made his investigation, he shall record his findings in writing and shall draw up his recommendations to the State Board of Banking Review, established in Section 81-3-12. At the request of the chairman, he shall thereupon, in writing, call a meeting of the board to give consideration to his findings and recommendations, such call to be issued at least ten (10) days in advance of the meeting. Such meetings shall be held within one hundred twenty (120) days from the date on which the prospective incorporators gave notice to the commissioner of their desire to engage in trust activities, applied for a certificate of authority to incorporate, and filed with the commissioner a copy of the proposed articles of incorporation. The commissioner shall at the same time give notice of the meeting of the board to the prospective incorporators of the proposed new trust company and to any and all other interested persons and shall extend to them an invitation to be heard in writing or in person by the board.
The board, at its meeting, shall consider the findings and recommendations of the commissioner and shall hear such oral testimony as he may wish to give, and shall also receive information and hear testimony from the prospective organizers of the proposed new trust company and from any and all other interested persons bearing upon the public necessity for the organization and operation of the new trust company.
After considering the record submitted to it by the commissioner and his oral testimony and considering such other information and evidence, either written or oral, which has come before it, the board shall decide if it has before it sufficient information and evidence upon which it can dispose of the application to form the new trust company. If it is determined that evidence and information is not sufficient, then the board shall order the commissioner to secure such additional information and evidence as it may prescribe or shall request from the prospective incorporators and from other interested persons. The board shall thereupon set a date for a future meeting to be held before the expiration of the aforementioned one-hundred-twenty-day time limit and shall give to the prospective incorporators and other interested persons notice of such meeting, and shall recess the meeting then being held until such future date. The board shall have and is vested with the power to compel attendance of witnesses just as is the commissioner or examiner as provided for in Section 81-1-85, and all testimony given before the board shall be taken down and transcribed by a stenographer in the manner prescribed in Section 81-1-87.
If the board, or a majority thereof, determines that it has before it sufficient evidence and information upon which to base a decision, then it shall render a written opinion and decision in the matter within sixty (60) days after the conclusion of the final board hearing. If its decision is favorable, then the board shall order the commissioner to give to such prospective incorporators a certificate under his hand and official seal of the Department of Banking and Consumer Finance authorizing the prospective incorporators to proceed to incorporate and organize as is provided in Section 81-27-4.102.
When a certificate of incorporation is sought in order to effect the acquisition of an insolvent trust company any constraints of time imposed by this subsection shall not apply if the commissioner determines that an emergency exists which requires expedition of the procedure for granting a certificate in order to protect the interests of the public and the interests of the clients of the insolvent trust company.
If the decision of the board, or a majority thereof, is unfavorable to the organization of the proposed new trust company, it shall render a written opinion and decision giving its reason for rejection within sixty (60) days after the conclusion of the final board hearing in the matter, and the commissioner shall so advise the prospective incorporators, giving them a copy of the written decision and opinion of the board. If the prospective incorporators are aggrieved at the unfavorable decision of the board in denying a certificate authorizing them to proceed with the incorporation of the proposed new trust company and the organization thereof, they shall have the right of appeal to the chancery court of the county in which the proposed trust company is to be located, which appeal shall be taken and perfected within sixty (60) days from the date of the denial of such certificate. The denial of the certificate by the board shall be construed as a judicial finding and appealable as such. All such appeals shall be taken, perfected, heard and determined either in termtime or vacation, and such appeals shall be heard and disposed of promptly by the court. Appeals from the board shall be taken and perfected by the filing of a bond in the sum of Two Hundred Fifty Dollars ($250.00), with two (2) sureties, or with a surety company qualified to do business in Mississippi as surety, conditioned to pay the costs of the appeal, the bond to be approved by the clerk of the chancery court, and such bond shall be payable to the state and may be enforced in its name as other judicial bonds filed in the chancery court, and judgment may be entered upon such bonds and process and execution shall issue upon such judgments as provided by law in other cases. Appeals may be taken from the chancery court to the Supreme Court in the manner provided by law. Upon approval of the bond by the clerk of the chancery court the clerk shall give notice to the commissioner of the appeal from the decision of the board, and it thereupon shall be the duty of the commissioner to promptly transmit to the clerk of the chancery court in which the appeal is pending the original or a certified copy of the application, proposed charter of incorporation, and his findings or decision thereon together with the opinion and decision of the board, including a transcript of pleadings and testimony, both oral and documentary, which shall be docketed by the clerk and shall be tried by the court. In perfecting such appeals, the provisions of law respecting notice to reporters and allowance of bills of exception, now or hereafter in force respecting appeals from the chancery court to the Supreme Court shall be applicable thereto. If the prospective incorporators of the proposed new trust company prevail, a decree shall be entered requiring the issuance by the commissioner of the certificate authorizing applicants to incorporate and organize in the same manner as if the application therefor had been approved by the board, and the costs therein incurred shall be paid by the commissioner out of the maintenance fund of the Department of Banking and Consumer Finance. However, if the action of the board is affirmed by the court, a decree shall be entered to that effect taxing costs of the proceedings to the applicants. The commissioner or the applicants shall have the right of appeal from the decision of the chancery court. During the time the cause is pending in the office of the commissioner or before the board or the court, the commissioner shall not issue a certificate to a subsequent applicant to incorporate and organize a new trust company or authorize any trust company then existing to establish a branch within the area in which the proposed new trust company is to be domiciled, and neither shall he consent to the removal of the domicile of an existing trust company from another place into the area where the proposed new trust company will be domiciled. A cause shall not be considered as pending in the office of the commissioner or before the board if the prospective incorporators or their representative have only given notice to the commissioner of their desire to engage in trust activities and apply for a certificate of authority to incorporate, but have not filed with the commissioner a copy of the proposed articles of incorporation and other documents required by statute or administrative regulation.
If the decision of the board, or a majority thereof, is favorable to the organization of the proposed trust company, it shall in like manner as above render a written opinion and decision within sixty (60) days after the conclusion of the final board hearing on the matter, and an appeal in the manner herein set forth shall be available to any interested organizations, person or persons who have participated in the proceedings and feel aggrieved by the decision of the board.
When a trust company has been incorporated and the capital stock thereof has been paid in full, the incorporators shall notify the commissioner of such fact, whereupon the commissioner himself or through an examiner shall make a special examination of the proposed new trust company and, finding the capital stock to have been paid in full, he shall under his hand and seal of the Department of Banking and Consumer Finance issue to the trust company a certificate authorizing it to commence business, and when such business has been commenced the trust company shall notify the commissioner to that effect. Upon completion of such special examination, the trust company shall pay to the Department of Banking and Consumer Finance as an assessment an amount sufficient to reimburse for the actual costs and expenses incurred during such special examination. The commissioner or examiner shall give a receipt therefor in duplicate, and the assessment shall be turned over by the Department of Banking and Consumer Finance to the State Treasurer for credit to the maintenance fund of the Department of Banking and Consumer Finance. The proposed new trust company shall not transact any business except as is necessarily preliminary to its incorporation and organization until it has been authorized by the commissioner to begin business. However, if the board rejects any application for a certificate to incorporate and organize, all costs incurred by the board in making a survey or holding a hearing on such application shall be borne by the petitioners.
Notwithstanding the foregoing and any other provision of law to the contrary, if a trust company has not been established and is not in operation within two (2) years from the date of the certificate to incorporate and organize such trust company or within two (2) years from the date upon which any appellate litigation with respect to such certificate has been concluded, the certificate shall expire. However, the State Board of Banking Review for good cause shown may extend the two-year period for not more than two (2) times for periods not exceeding six (6) months each. This provision shall in no way affect certificates issued before July 1, 1998.