§412:3-201  Application for preliminary
approval to organize a financial institution.  (a)  Three or more
individuals, of whom at least three are residents of the State, or any company
that seeks to become a financial institution holding company may file an
application with the commissioner for preliminary approval to organize a Hawaii financial institution under this part.  Banks seeking authority to engage in the
trust business through a division or department of the bank, or through a
subsidiary, shall apply for such authority under section 412:5-205.



(b)  The application shall contain the
following information, unless waived by the commissioner:



(1)  The proposed name of the financial institution;



(2)  The specific location of its principal office,
branches, agencies, and support facilities, and any lease agreements for such
principal office, branches, agencies, and support facilities;



(3)  Financial statements, employment history,
education, management experience, and other biographical information for all
applicants, organizers, proposed executive officers, and directors of the
financial institution;



(4)  The name and address of each proposed subscriber
of capital stock in the financial institution;



(5)  The proposed capital plan, if capital has not been
fully raised, that shall include:



(A)  A description of any stock options,
debentures, and stock warrants offered or proposed to be offered to any person;
and



(B)  Any stock option plan;



(6)  The proposed capital stock solicitation plan, if
subscriptions for capital stock will be solicited, that shall include:



(A)  Information regarding the solicitation
plan by which the applicant and the proposed financial institution propose to
conduct the solicitation of subscribers;



(B)  Information regarding the classes of
shares, respective quantities of shares for each class, and the subscription
price of each class of stock;



(C)  A specimen subscription contract or
purchase agreement and other related documents to be executed by subscribers;



(D)  Any underwriting agreement or other
agreement for the purchase or distribution of the capital stock;



(E)  Any escrow agreements or other agreement
for the holding of the purchase proceeds of the capital stock;



(F)  Proposed advertising materials;



(G)  If the offer and sale of the capital stock
is subject to the Securities Act of 1933 and regulations thereunder, a copy of
the registration statement most recently filed with the federal Securities and
Exchange Commission or any other notices or other filings in lieu of
registration required or permitted by that Act or regulation and any subsequent
amendments thereto;



(H)  If the offer and sale of the capital stock
is subject to chapter 485A, a copy of the registration or qualification
statement most recently filed with the commissioner of securities and any
subsequent amendments thereto; and



(I)  If the offer and sale of the capital stock
is not subject to the Securities Act of 1933 or chapter 485A, whether exempted
by law or regulation or otherwise, a copy of the most recent version of any
prospectus, offering memorandum, offering circular, or other offering document
proposed to be delivered to prospective subscribers to the capital stock, and
any subsequent amendments thereto;



(7)  The financial institution's proposed policies
concerning loans and concentrations of credit, asset and liability management,
conflicts of interest, investments, community reinvestment, bank secrecy,
anti-money laundering, and customer identification;





(8)  The financial institution's business plan for the
first three years of operations;



(9)  Financial projections regarding the financial
institution's profitability for the first three years of operations;



(10)  A market study or letters of support evidencing
the need and advisability of granting authority to organize a financial
institution;



(11)  Except for trust companies, evidence that the
financial institution has applied for federal deposit insurance from the
Federal Deposit Insurance Corporation or other appropriate federal deposit insurer;



(12)  Evidence that the financial institution has
applied for fidelity bonds and other insurance appropriate to its size and
operations, including the types and the amounts of coverage, and the respective
deductible amounts, from insurance companies licensed in the United States;



(13)  Evidence that the proposed directors and
executive officers of the financial institution have the financial ability,
responsibility, and experience to engage in the business of a financial
institution;



(14)  The employment agreements for all proposed
executive officers of the financial institution;



(15)  The proposed articles of incorporation and bylaws
of the financial institution;



(16)  A description of any existing or proposed service
corporation, affiliate, or subsidiary;



(17)  Information necessary to conduct a criminal
history record check in accordance with section 846-2.7 of each of the proposed
directors and executive officers of the financial institution, accompanied by
payment of the applicable fee for each record check to be conducted; and



(18)  Any other information that the commissioner may
require.



(c)  The application shall be submitted in a
form prescribed by the commissioner.  The commissioner may accept application
forms that are utilized by any federal regulatory agency in processing similar
applications.  The application shall be accompanied by an application fee of
$9,000, or such greater amount as the commissioner shall establish by rule
pursuant to chapter 91.  The application fee shall not be refundable.



(d)  The identity of each applicant and
organizer, and any information that is not confidential, shall be available to
the public.  The applicant may request in writing that information be kept
confidential.  The applicant shall designate and separate any matter that the
applicant claims is confidential and shall submit a separate statement
providing the reasons and authority for the request for confidential
treatment.  The failure by the applicant to request confidential treatment and
to designate and separate the confidential matter shall preclude any objection
or claim for wrongful disclosure of the information.  Information determined by
the commissioner to be confidential, pursuant to an applicant's request or
otherwise, shall not be available to the public.



(e)  The commissioner shall review the
application, may conduct an examination of the proposed financial institution,
and may interview any proposed director or executive officer. [L 1993, c 350,
pt of §1; am L 2006, c 228, §15; am L 2007, c 9, §14; am L 2008, c 196, §3]



 



Cross References



 



  Modification of fees, see §92‑28.