NY Banking L § 345 (2021)
2021 New York Laws BNK - Banking Article 9 - Licensed Lenders 345 - Application for Acquisition of Control of Licensed Lender by Purchase of Stock.

§ 345.  Application  for  acquisition of control of licensed lender by   purchase of stock. 1. Prior to the acquisition of control of a  licensee   under  this  article by means of the acquisition of the capital stock or   equity interests in such licensee or  in  any  person  who  directly  or   indirectly controls such licensee, the person desirous of acquiring such   capital  stock  or other equity interests shall make written application   to the superintendent. Such application shall be in such form and  shall   contain  such  information,  including  the  information  required under   section three hundred forty-one of this article, as  the  superintendent   may  require  and such applicant, at the time of making such application   if not licensed, shall pay to the superintendent an investigation fee as   prescribed pursuant to section  eighteen-a  of  this  chapter.  If  such   licensee is licensed, upon payment of an investigation fee as prescribed   pursuant to section eighteen-a of this chapter, the superintendent shall   approve  the  acquisition  if  it  is  found that such acquisition is in   accordance with the purposes of this article.  If  such  person  is  not   licensed,  the  superintendent  shall  determine  whether  the financial   responsibility,  experience,  character,  and  general  fitness  of  the   applicant,  and of the members thereof if the applicant be a partnership   or  association,  and  of  the  officers,  directors   and   controlling   stockholders  thereof  if the applicant be a corporation, are such as to   command the confidence of the community and to warrant belief  that  the   business  will  be operated honestly, fairly, and efficiently within the   purpose of this article. Unless the  superintendent  shall  have  denied   such  application  in  writing within ninety days of the filing thereof,   such application shall be deemed approved. If no  such  application  has   been  made,  the  license  for  each  place  of  business maintained and   operated by the licensee shall, at the discretion of the superintendent,   become null and void and each such license shall be surrendered  to  the   superintendent.  In  addition,  the  superintendent may, in a proceeding   after notice and a hearing, require any person who has  failed  to  make   application pursuant to this subdivision to pay the people of this state   a  penalty  in an amount as determined pursuant to section forty-four of   this chapter for each day of said violation.As used in  this  subdivision,  (a)  the  term  "person"  includes  an   individual,   partnership,   corporation,   association   or  any  other   organization and (b) the term "control" means the  possession,  directly   or  indirectly,  of  the  power  to direct or cause the direction of the   management and policies of a person, whether by means of  the  ownership   of the voting stock or equity interests of such person or of one or more   persons  controlling such person, by means of a contractual arrangement,   or otherwise. Control shall be presumed to exist if any person  directly   or  indirectly  owns,  controls  or holds with the power to vote ten per   centum or more of the voting stock or equity  interests  of  the  person   desirous  of  continuing  to  maintain and operate a licensee's place of   business or of any entity which directly  or  indirectly  controls  such   person.  The  superintendent  may, upon the application of a licensee or   any such person or entity,  determine  whether  or  not  the  ownership,   control  or holding of such voting stock or equity interests constitutes   or would constitute control for purposes of this subdivision.2. For a period of six months from the date of  qualification  thereof   and  for  such  additional  period  of  time  as  the superintendent may   prescribe in writing, the provisions of subdivision one of this  section   shall  not  apply  to  a  transfer of control by operation of law to the   legal representative, as hereinafter defined, of one who has control  of   a  licensee. Thereafter, such legal representative shall comply with the   provisions of  subdivision  one  of  this  section.  The  provisions  of    subdivision  one  of  this section shall be applicable to an application   made under such section by a legal representative.The  term  "legal  representative,"  for the purposes of this section,   shall mean one duly appointed by a court of  competent  jurisdiction  to   act  as  executor,  administrator,  trustee,  committee,  conservator or   receiver, including one who succeeds  a  legal  representative  and  one   acting   in  an  ancillary  capacity  thereto  in  accordance  with  the   provisions of such court appointment.If any provision of this section, or the application of such provision   to any individual, company, corporation or circumstance, shall  be  held   invalid,  the  remainder of this section, and the application thereof to   anyone other than one to which it is held invalid, shall not be affected   thereby.