Application for Charter — Records Check — Notifications — Withdrawal
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The application for charter shall be filed with the commissioner, in the form the commissioner prescribes, containing the following information:
The name, residence and occupation of each incorporator or organizer, or of each individual controlling any entity acting as an incorporator or organizer, as determined by the commissioner, as well as the amount of stock subscribed to, and paid for, by each;
The name and contact information of an individual to whom correspondence relative to the application may be sent;
The names and addresses, and other biographical information as the commissioner may require, of the initial directors or managers and officers of the trust company;
The proposed charter or articles of organization of the company, which, in addition to the provisions required by the Tennessee Business Corporation Act, compiled in title 48, chapters 11–27, or the Tennessee Revised Limited Liability Company Act, compiled in title 48, chapter 249, shall contain the following:
The proposed name of the trust company, which, in the commissioner's judgment, is not likely to cause confusion to the affected public; and
A statement that the company is being formed under the Tennessee Banking Act, as compiled in chapters 1 and 2 of this title, to act as a state trust company;
The proposed bylaws or operating agreement;
The address of the principal office in this state and of each proposed office, or, if not yet known, the communities in which the offices will be located;
A three-year business plan for the trust company including pro forma financial projections specifically identifying the opportunities for profitable employment of its fiduciary services;
The proposed capital structure of the trust company, complying with § 45-2-2107;
The offering circular or offering letter if capital is to be raised by public offering or private placement offering whether at the trust company level or by an entity that will control the state trust company and a copy of the escrow agreement for the escrow account in which funds shall be placed;
The nonrefundable application fee required by the commissioner; and
Such other information as the commissioner may require.
The commissioner shall require each individual identified in subdivision (a)(1) and (3) to consent to a criminal history records check and provide their fingerprints in a form acceptable to the commissioner. The criminal history records check shall be conducted by the Tennessee bureau of investigation or the federal bureau of investigation, or both, at the expense of the applicant, and the results of the check shall be forwarded to the commissioner. For any individual who is not a citizen of the United States, the commissioner shall conduct an international background investigation at the expense of the applicant, or require the applicant or individual to provide the results of an international background investigation on the individual, which the commissioner has the discretion to accept or reject.
The applicant shall use the phrase “in organization” after the proposed trust company's name, until the certificate of authority has been issued.
At any time prior to approval of the application for charter, so long as the applicant has provided the address for the principal office, the applicant may request that the commissioner issue the charter or articles of organization by endorsing the document and having it filed with the secretary of state at the expense of the applicant and returning the original to the applicant.
Within thirty (30) calendar days of filing the application, the commissioner shall notify the applicant whether the application for charter is deemed complete, or whether additional information is needed. Once the applicant has been notified that the application is deemed complete, the applicant shall promptly publish public notice of the formation of the trust company in the form and manner that the commissioner specifies. The ninety-day period referenced in § 45-2-2104(a) shall not commence until evidence of publication has been received by the commissioner.
The commissioner may consider an application to be withdrawn if the commissioner has not received all information and fees required to complete the application within twelve (12) months after the date the application is first submitted, unless the commissioner has granted a request for extension. If an application is deemed withdrawn, a new application for charter, including a new application fee, is required to form a state trust company.