New Jersey Administrative Code › Title 3 - BANKING › Chapter 1 - GENERAL PROVISIONS › Subchapter 2 - PROCEDURAL RULES › Section 3:1-2.19 - Minimum and maximum stock subscriptions

Current through Register Vol. 56, No. 14, July 15, 2024
(a) Each charter
				application for a depository shall provide for stated capital of at least $
				6,000,000. If the depository is a stock institution, capital shall include at
				least $ 3,000,000 in capital stock, or such other amount as required by the
				Commissioner; except that an application for a charter for a trust company,
				which does not have authority to take deposits, may provide for a stated
				capital of $ 2,000,000 in capital stock; and except that an application for a
				charter incident to the purchase of a failed institution or a branch or
				branches of a failed institution, may provide for stated capital of $
				5,000,000, or more, or six percent of deposits acquired, whichever is greater,
				with at least $ 2,500,000 in capital stock for a stock institution, so long as
				the depository agrees to raise additional capital to reach $ 6,000,000 within
				one year following issuance of the Certificate of Authority while also
				satisfying the capital requirements set forth in N.J.A.C. 3:4.
(b) The incorporators of a depository shall
				subscribe to all stock listed as issued on the certificate of incorporation,
				which shall be at least 25 percent of the total capital required by (a)
				above.
(c) After a charter
				application is accepted, the balance of the capital stock, if any, shall be
				offered to the general public in the area to be served by the depository. The
				proceeds of such sale shall be placed in escrow and remain in escrow and not
				released until the bank obtains a Certificate of Authority. The form of the
				escrow agreement shall be approved by the Department.
(d) On or after May 7, 2007, no individual
				may subscribe, directly or indirectly (which term shall include, but not be
				limited to, ownership of a holding company that owns a depository institution,
				and ownership through the individual's spouse, children, siblings or parents,
				or business associates acting in concert), for stock in excess of 24.9 percent
				of the total voting shares of the depository institution, either at formation
				of the depository or any time subsequent thereto, except where the acquisition
				is made pursuant to N.J.S.A. 17:9A-411b. Notwithstanding this restriction, the
				Commissioner may approve the direct or indirect ownership by an individual of
				more than 24.9 percent of the voting shares of a depository institution if he
				or she finds that such ownership will not be detrimental to the safety and
				soundness and proper corporate governance of the depository. In making this
				determination, the Commissioner shall consider, without limitation, whether:
1. There is a voting trust for the
				individual's shares in excess of 24.9 percent and whether there are appropriate
				rules governing the voting of the trust shares that limit the impact of the
				ownership in excess of 24.9 percent by providing for the independence of the
				voting of such shares;
2. There is
				a plan by which the individual will reduce his or her ownership to 24.9 percent
				or less over time;
3. The
				individual has experience in banking, and whether his or her involvement in
				banking institutions demonstrates an appropriate level of expertise in
				banking;
4. Management of the
				depository involved demonstrates an appropriate level of expertise in
				banking;
5. There are independent
				directors on the board, and if so, their percentage membership of the
				board;
6. There is a detailed
				corporate governance plan;
7. There
				is a policy in place to take detailed corporate minutes;
8. There is a policy in place for the recusal
				of the individual owner on matters affecting his or her personal interests
				related to the depository; and
9.
				There is a policy for review of insider transactions that is independent of the
				parties involved.