by T.C.A. § 45-2-20
2, the incorporators shall file with
the Commissioner a notice of their intention to organize a state bank. The
notice of intention shall be considered a record of the Department that is open
for public inspection unless the Commissioner, in his discretion, determines
that a particular notice of intention or portion thereof shall not be open for
public inspection. The offering circular shall not be open for public
inspection. The notice shall include the following information:
(a) the information required by
(b) a statement of the method of financing
and amount of the organizational expense fund required by T.C.A. §
(c) a copy of any escrow agreement.
(2) If the information in the
notice of intention is in compliance with T.C.A. §
45-2-202 and this rule,
the Commissioner shall notify the incorporators within ten (10) business days
after the receipt thereof that the notice of intention is approved as to form.
If the information in the notice of intention is not in compliance as
aforesaid, the Commissioner will follow the procedure specified in
(3) After the notice of intention has been
received and accepted for official filing, the department will contact the
incorporators to arrange for a meeting, if needed.
(4) After the incorporators have received
notification from the Commissioner that the notice of intention and
accompanying documents are approved as to form, the incorporators may begin
accepting stock subscriptions and may also apply for a charter as set forth in
45-2-204. The application
should be filed simultaneously with the Federal Deposit Insurance Corporation
in Memphis, Tennessee and the Department. Application fee checks are to be made
payable to the Treasurer, State of Tennessee.
(5) The incorporators shall give public
notice of their application as required in Chapter 0180-5 of these rules and
notice to other banks and to such persons and organizations as the Commissioner
(6) The applicant will
receive notification within twenty (20) business days from the receipt of the
application and accompanying documents as to its sufficiency. If the
application is deemed sufficient it shall be accepted for filing. If the
application is submitted prior to the date the commissioner notifies the
incorporators that the notice of intention is approved as to form, the twenty
(20) business day time period for accepting the application does not begin to
run until the notice of intention is approved.
(7) After an application has been accepted
for filing, the applicant may make a written request to the Commissioner to
grant the charter. However, the issuance of the charter does not provide
authority to the applicant to begin a banking business. The applicant must
submit the filing fee payable to the Secretary of State before the Charter can
Anyone may file a
comment in writing with the Commissioner respecting the application, or anyone
may protest the application by filing a written notice of protest within
fifteen (15) calendar days of the date of publication of the public notice
required in Chapter 0180-5 of the rules of the Department of Financial
(a) Any person commenting or
protesting on an application by telephone shall submit the substance of the
comments in writing to the Department.
(b) Written or telephonic comments submitted
more than fifteen (15) calendar days after publication of the notice of
application may be considered by the Department.
(c) The Department will notify the applicant
should any protest be filed. Any protest is considered to be a confidential
record of the Department. The Department will provide the applicant with the
substantive facts of any protest unless in the opinion of the Commissioner,
such release is not warranted.
Any response to a protest is considered to be a confidential record of the
(e) If the Department
needs any additional information from the protestor after the applicant
responds to the protest, the Department will contact the protestor.
(f) When the Commissioner makes a decision on
an application, he or she will notify any protestor of the final decision after
the applicant has been notified.
(9) The Commissioner shall conduct an
investigation and examination relative to the factors enumerated in
(10) If the Commissioner approves the
application, he or she shall grant the charter as specified in T.C.A.
45-2-205, unless the
charter has already been issued in accordance with T.C.A. §
If the Commissioner disapproves the application, he or she shall give written
notice of the disapproval as specified in T.C.A. §§
45-2-204 and 205. If the
charter was issued pursuant to T.C.A. §
45-2-204 and the
Commissioner denies the application, the Commissioner will notify the Secretary
of State and the incorporators shall take all necessary steps to dissolve the
(11) The incorportors
or directors shall update the list of subscribers every thirty (30) days until
the stock is fully subscribed.
All subscription proceeds shall be placed in an escrow account. The escrow
agreement must be reviewed by the Commissioner. Funds may not be removed from
the escrow account prior to the issuance of the Certificate of Authority unless
written approval has been received from the Commissioner.
(13) Upon approval of the application for a
charter and collection of the required capital, the incorporators shall file an
application for a certificate of authority in accordance with T.C.A. §
45-2-212. If the conditions and
requirements enumerated in T.C.A. §
45-2-214 have been met, the
Commissioner shall issue the certificate of
Tenn. Comp. R. &
Original rule filed
November 25, 1975; effective December 27, 1975. Amendment filed May 31, 1978;
effective August 14, 1978. Amendment filed February 17, 1984; effective May 15,
1984. Amendment filed January 30, 1998; effective May 29, 1998. Amendment filed
October 19, 2000; effective February 28, 2001. Amendment filed November 30,
2001; effective March 30, 2002.
Authority: provided, however, that the certificate of
authority shall become null and void whenever substantially all of the assets
of a bank are purchased without acquiring the charter.
Authority: T.C.A. §§
45-1-107, 45-1-120, 45-2-202,
45-2-203, 45-2-204, 45-2-205, 45-2-206, 45-2-212, 45-2-214, 45-2-215, 45-2-219,