Colorado § 11-103-303 - Application for de novo charter or charter conversion.

§ 11-103-303. Application for de novo charter or charter conversion.

(1) After the capital stock has been fully subscribed, the incorporators may apply to the banking board for a de novo bank charter. The incorporators or organizers of the converting bank must submit to the banking board the following:

(a) Its proposed articles of incorporation in duplicate, in such form as the banking board prescribes and as acceptable to the secretary of state for purposes of filing, containing the following information: The name of the state bank; whether the state bank is to exercise trust powers; the community in which it is to be located; the amount of capital, the number of shares of each class, the relative preferences, powers, and the rights of each class, the par value of the shares of each class, and the amount of the paid-in surplus; a statement whether voting for directors is or is not cumulative, and the extent of the preemptive rights of stockholders; and such other proper provisions to govern the business and affairs of the state bank as may be desired by the incorporators or organizers.

(b) An application for a charter in such form and containing such information as the banking board requires, including but not limited to the following: The name, business and residence address, and business and professional affiliations of each director and executive officer; the name, residence, citizenship, and occupation of each subscriber or shareholder and the number of shares for which the subscriber or shareholder has subscribed or owns directly or indirectly; the past and present connection with any bank, other than as a customer, on terms generally available to the public of each director and each subscriber or shareholder to more than five percent of the capital stock, including beneficial interests; the amount to be borrowed and from whom borrowed on any stock issued to a subscriber to or shareholder of more than five percent of the capital stock; the address at which the converting bank's main office and existing branches are located or the address at which the de novo state bank proposes to do business or, if such address is not known, the area within a radius of one-half mile in which the proposed bank is to be located and the community that it proposes to serve; a statement that all the proposed bylaws have been attached as an exhibit to the application; and such other information as the banking board may reasonably require to enable it to determine whether a charter should be issued. The proposed bylaws must be attached to the application as an exhibit.

(2) If the proposed articles of incorporation or application do not comply with the requirements of this code, and with the requirements of the banking board issued pursuant thereto, the banking board shall, within thirty days after the receipt thereof, return both of the documents to the incorporators or organizers, calling attention to the defects therein. If such articles of incorporation and application are not so returned by the banking board within thirty days after the receipt thereof, they shall be deemed to have been filed with the banking board as of the date received in its office; otherwise they shall be deemed filed as of the date the amended documents, with all defects corrected, are received in the commissioner's office.

(3) Not more than forty days after the date upon which the completed application for a de novo state bank charter and all required documents are properly filed with the banking board, the banking board shall mail notice of such filing by registered or certified mail to each bank within a three-mile radius of the location of the proposed bank and to such other persons or banks as the banking board may designate. The notice must be in the form prescribed therefor by the banking board and must include a statement that an application for a state banking charter has been filed, the date of the filing, the names and addresses of the incorporators, and the location of the proposed bank. The banking board shall also cause such notice to be published, at least one time, not more than forty days after the date of filing the completed application, in a newspaper of general circulation within the community in which the proposed bank is to be located.

Source: L. 2003: Entire article added with relocations, p. 1084, § 3, effective July 1. L. 2013: Entire section amended, (SB 13-154), ch. 282, p. 1478, § 41, effective July 1. L. 2024: (1)(b) amended, (HB 24-1351), ch. 461, p. 3202, § 19, effective August 7.

Editor's note: This section is similar to former § 11-3-109 as it existed prior to 2003.

ANNOTATION

Annotator's note. Since § 11-103-303 is similar to § 11-3-109 as it existed prior to the 2003 recodification of the "Colorado Banking Code", articles 101 to 109 of title 11, relevant cases construing that provision have been included in the annotations to this section.

Board must seek information on the primary contributors to proposed bank capitalization. The clear wording of the applicable statutes directs the banking board to demand and consider specified information concerning those persons who have expressly committed themselves to the primary capitalization of the proposed bank through stock subscriptions. Academy Blvd. Bank v. Banking Bd., 30 Colo. App. 331, 492 P.2d 76 (1971).

Location of proposed bank must be clear in application. In a situation where the address at which the proposed state bank will do business is not known, subsection (1)(b) requires that the charter application describe the area within a radius of one-half mile in which the bank is to be located. Academy Blvd. Bank v. Banking Bd., 30 Colo. App. 331, 492 P.2d 76 (1971).

Notice must be given to banks in area of proposed bank. This section requires the board to send written notice of an applicant's request for a charter to banks doing business in the community in which applicant's proposed bank is to be located. Colo. Banking Bd. v. Finnigan, 139 Colo. 92, 336 P.2d 98 (1959).

"Fully subscribed" defined. The term "fully subscribed" means "totally", and not "totally and unconditionally" subscribed. Banking Bd. v. Columbine State Bank, 194 Colo. 54, 569 P.2d 871 (1977).

Intent in using words "fully subscribed". The use of the words "fully subscribed" is intended to insure that the applicants account for 100 percent of the subscribed stock. Banking Bd. v. Columbine State Bank, 194 Colo. 54, 569 P.2d 871 (1977).

A stock subscription agreement conditioned upon the approval of the board of governors of the federal reserve system satisfies the requirement of subsection (1) that the stock of a proposed commercial bank be "fully subscribed". Banking Bd. v. Columbine State Bank, 194 Colo. 54, 569 P.2d 871 (1977).

Financial information need not be submitted at time of charter application. Since, pursuant to § 11-3-111, the stock for a new bank cannot be issued until a charter is granted, it is inconsistent for subsection (1)(b) of this section to require that financial information on issued stock be submitted at the time of the application for the charter. First Nat'l Bank v. Banking Bd., 663 P.2d 261 (Colo. App. 1983).

It is neither logical nor practicable to require submission of detailed information regarding borrowings on stock purchases at the time of an application for a bank charter. First Nat'l Bank v. Banking Bd., 663 P.2d 261 (Colo. App. 1983).