Mass. Gen. Laws ch. 172, sec. 9A — MA Code / Part I / Title XXII / Chapter 172 / Section 9A
Limited purpose trust company
Status: in_force

Section 9A. After notice of intent, application and hearing as the commissioner may require and with the commissioner's written permission and under conditions the commissioner may impose, the commissioner may, if satisfied that public convenience and advantage will be promoted and that competition among banking institutions will not be unreasonably affected, grant a certificate to establish a limited purpose trust company for the purpose of conducting trust and fiduciary business authorized under chapter 167G and other law applicable to a state-chartered bank; provided, however, that it shall have sufficient capital to support its business operations; provided further that any such limited purpose trust company shall not accept deposits, make loans or otherwise carry on a banking business in the commonwealth; and provided, further, that this section shall not apply to an attorney licensed to practice law in the commonwealth or to a person exercising trust or fiduciary powers in the commonwealth under lawful authority. A person seeking authority to establish a limited purpose trust company under this section shall file a notice and an application for a certificate with the commissioner, together with a fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. The application shall include the following: (1) the name under which the corporation will conduct business; (2) the name of each officer of the corporation; (3) the location of the principal office thereof which shall be within the commonwealth; (4) the purpose for which the corporation is formed and the nature of the business to be transacted; (5) the amount and classes of its capital stock, and the number of shares into which any class is to be divided; and (6) such other information as the commissioner considers necessary. Upon receipt of the certificate from the commissioner, the corporation shall file its articles of organization with the state secretary and shall thereupon become eligible to conduct business; provided, however, the certificate shall be considered to be revoked if the corporation does not commence business within 1 year after the date of issuance thereof by the commissioner. In the transaction of business, a limited purpose trust company shall be subject to sections 10 to 13, inclusive, and other applicable sections of this chapter, section 36A of chapter 167, sections 13 and 14 of chapter 167I, and sections 2 to 6, inclusive, sections 8 to 11, inclusive, and sections 14 to 20, inclusive, of chapter 167J. A limited purpose trust company may establish and maintain a trust office or a representative trust office in any state other than the commonwealth. A company intending to establish a trust office or representative trust office in the other state shall file a notice with the commissioner. The notice shall be in a form prescribed by the commissioner and shall contain the name and address of the limited purpose trust company, the location of the proposed office and be accompanied by a copy of the resolution of its board of directors authorizing the establishment of the out-of-state office. The company may commence business at the out-of-state trust office or representative trust office upon the expiration of 30 days from the date the required notice is received by the commissioner; provided, however, the 30 day period may be extended by the commissioner upon notice in writing to the company that additional information is required to be submitted to the commissioner. For the purposes of this section, a ''trust office'' shall mean the business office of the limited purpose trust company at which its licensed business activities are transacted and ''representative trust office'' shall mean an office established by the company in order to market and solicit business and provide administrative support but at which, licensed business activities of the company could not be conducted. A limited purpose trust company, or any similar institution as determined by the commissioner, established under the laws of any other state or the United States, may, with the approval of the commissioner, establish and maintain an office in the commonwealth if the laws of the state in which such company or similar institution was established expressly authorize, under conditions no more restrictive than those imposed by the laws of the commonwealth, as determined by the commissioner, the establishment of an office in said state by a limited purpose trust company chartered in the commonwealth. The commissioner may establish rules and regulations necessary to carry out this section and to govern the affairs of the company, including an examination thereof by the commissioner. The regulations may specify which provisions of chapters 167 through 167G, chapters 183 and 184 and other laws of the commonwealth shall be applicable to any such limited purpose trust company. A limited purpose trust company may be merged, consolidated, converted, liquidated, dissolved or its charter cease to exist in such manner as the commissioner may prescribe and subject to such terms and conditions the commissioner may impose. Section 4 of chapter 167A relative to the Massachusetts Housing Partnership Fund shall apply to any subsequent transaction involving an unaffiliated entity and a limited purpose trust company that had converted from a trust company to a limited purpose trust company and that, but for such conversion, would have been subject to said section 4. The commissioner shall not approve any transaction subject to this paragraph until the commissioner has received notice from the Massachusetts Housing Partnership Fund that satisfactory arrangements have been made.

Section 9A. After notice of intent, application and hearing as the commissioner may require and with the commissioner's written permission and under conditions the commissioner may impose, the commissioner may, if satisfied that public convenience and advantage will be promoted and that competition among banking institutions will not be unreasonably affected, grant a certificate to establish a limited purpose trust company for the purpose of conducting trust and fiduciary business authorized under chapter 167G and other law applicable to a state-chartered bank; provided, however, that it shall have sufficient capital to support its business operations; provided further that any such limited purpose trust company shall not accept deposits, make loans or otherwise carry on a banking business in the commonwealth; and provided, further, that this section shall not apply to an attorney licensed to practice law in the commonwealth or to a person exercising trust or fiduciary powers in the commonwealth under lawful authority.

A person seeking authority to establish a limited purpose trust company under this section shall file a notice and an application for a certificate with the commissioner, together with a fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. The application shall include the following:

(1) the name under which the corporation will conduct business;

(2) the name of each officer of the corporation;

(3) the location of the principal office thereof which shall be within the commonwealth;

(4) the purpose for which the corporation is formed and the nature of the business to be transacted;

(5) the amount and classes of its capital stock, and the number of shares into which any class is to be divided; and

(6) such other information as the commissioner considers necessary.

Upon receipt of the certificate from the commissioner, the corporation shall file its articles of organization with the state secretary and shall thereupon become eligible to conduct business; provided, however, the certificate shall be considered to be revoked if the corporation does not commence business within 1 year after the date of issuance thereof by the commissioner.

In the transaction of business, a limited purpose trust company shall be subject to sections 10 to 13, inclusive, and other applicable sections of this chapter, section 36A of chapter 167, sections 13 and 14 of chapter 167I, and sections 2 to 6, inclusive, sections 8 to 11, inclusive, and sections 14 to 20, inclusive, of chapter 167J.

A limited purpose trust company may establish and maintain a trust office or a representative trust office in any state other than the commonwealth. A company intending to establish a trust office or representative trust office in the other state shall file a notice with the commissioner. The notice shall be in a form prescribed by the commissioner and shall contain the name and address of the limited purpose trust company, the location of the proposed office and be accompanied by a copy of the resolution of its board of directors authorizing the establishment of the out-of-state office.

The company may commence business at the out-of-state trust office or representative trust office upon the expiration of 30 days from the date the required notice is received by the commissioner; provided, however, the 30 day period may be extended by the commissioner upon notice in writing to the company that additional information is required to be submitted to the commissioner. For the purposes of this section, a ''trust office'' shall mean the business office of the limited purpose trust company at which its licensed business activities are transacted and ''representative trust office'' shall mean an office established by the company in order to market and solicit business and provide administrative support but at which, licensed business activities of the company could not be conducted.

A limited purpose trust company, or any similar institution as determined by the commissioner, established under the laws of any other state or the United States, may, with the approval of the commissioner, establish and maintain an office in the commonwealth if the laws of the state in which such company or similar institution was established expressly authorize, under conditions no more restrictive than those imposed by the laws of the commonwealth, as determined by the commissioner, the establishment of an office in said state by a limited purpose trust company chartered in the commonwealth.

The commissioner may establish rules and regulations necessary to carry out this section and to govern the affairs of the company, including an examination thereof by the commissioner. The regulations may specify which provisions of chapters 167 through 167G, chapters 183 and 184 and other laws of the commonwealth shall be applicable to any such limited purpose trust company.

A limited purpose trust company may be merged, consolidated, converted, liquidated, dissolved or its charter cease to exist in such manner as the commissioner may prescribe and subject to such terms and conditions the commissioner may impose.

Section 4 of chapter 167A relative to the Massachusetts Housing Partnership Fund shall apply to any subsequent transaction involving an unaffiliated entity and a limited purpose trust company that had converted from a trust company to a limited purpose trust company and that, but for such conversion, would have been subject to said section 4. The commissioner shall not approve any transaction subject to this paragraph until the commissioner has received notice from the Massachusetts Housing Partnership Fund that satisfactory arrangements have been made.