§412:3-206  Grant of preliminary approval to
organize a financial institution.  (a)  Following the expiration of the
time for the submission of written comments or the completion of an
informational and comment proceeding, the commissioner shall issue a written
decision and order on the application for preliminary approval to organize.  If
the commissioner approves the application, the applicant shall become an
"applicant in organization", and may take all steps necessary to
complete organization and file an application for a charter or license.



(b)  An application for preliminary approval to
organize shall be approved only if the commissioner finds that:



(1)  The proposed activities of the financial
institution will comply with the requirements of this chapter;



(2)  If the financial institution will be a subsidiary
of a holding company, the holding company is or will be properly organized, in
good standing, and financially sound, and is not or will not be engaging
directly or indirectly through any subsidiary or affiliate in business
prohibited by this chapter;



(3)  The qualifications, character, financial
responsibility, experience, and general fitness of the proposed directors and
executive officers of the financial institution and any holding company are
such as will warrant public confidence and a belief that the business of the
financial institution will be honestly and efficiently conducted.  For purposes
of this section, the commissioner may presume that in the absence of credible
evidence to the contrary, a director, officer, or controlling person is of good
character and sound financial standing.  The presumption may be rebutted by
evidence to the contrary, including without limitation a finding that the
director, officer, or controlling person has:



(A)  Been convicted of, or has pleaded nolo
contendere to, any crime involving an act of fraud or dishonesty;



(B)  Consented to or suffered a judgment in any
civil action based upon conduct involving an act of fraud or dishonesty;



(C)  Consented to or suffered the suspension or
revocation of any professional, occupational, or vocational license based upon
conduct involving an act of fraud or dishonesty;



(D)  Wilfully made or caused to be made in any
application or report filed with the commissioner, or in any proceeding before
the commissioner, any statement that was at the time and in the light of the
circumstances under which it was made false or misleading with respect to any
material fact, or has wilfully omitted to state in any application or report
any material fact that was required to be stated therein; or



(E)  Wilfully committed any violation of, or
has wilfully aided, abetted, counseled, commanded, induced, or procured the
violation by any other person of, any provision of this chapter or of any rule
or order issued under this chapter;



(4)  The proposed operations of the financial
institution will be conducted in a safe and sound manner;



(5)  The articles of incorporation of the financial
institution comply in all respects with this chapter and chapter 414; and



(6)  The capital stock solicitation submission is
complete and the solicitation will not affect the safety or soundness of the
proposed financial institution or harm the public interest.



(c)  In granting preliminary approval to
organize, the commissioner may impose any conditions and restrictions that are
in the public interest, including but not limited to requiring the applicant to
fulfill representations contained in its application and agreements made with
the commissioner during the application process.



(d)  Upon the issuance of a written decision
and order granting the application for preliminary approval to organize, the
articles of incorporation may be delivered by the applicant in organization to
the director of commerce and consumer affairs for filing and, if accepted for
filing, the financial institution shall have corporate existence.  Although the
proposed financial institution may have corporate existence, it may not
transact any financial institution business until it has received a financial
institution charter or license under this article; provided that the financial
institution may conduct any transaction that is incidental and necessary to
prepare to do a financial institution business and obtain a charter or license.



(e)  The applicant and the proposed Hawaii
financial institution shall not solicit subscriptions for the capital stock of
the Hawaii financial institution until the written decision and order granting
the application for preliminary approval to organize has been issued and the
articles of incorporation have been accepted for filing by the director of
commerce and consumer affairs.  The approval shall not constitute a
determination that the applicant has complied with chapter 485A or any other
state or federal law. [L 1993, c 350, pt of §1; am L 2006, c 228, §19; am L
2007, c 9, §16]