Authorization Certificates

Authorization Certificate – Bank/Trust Company (Other than Limited Purpose Trust Company)

The following applies to banks and trust companies other than limited purpose trust companies.

Drafts of items 1 and 3 below must be submitted to the Department for clearance prior to the respective meetings.

Drafts of other documents may be, but are not required to be, submitted for prior clearance by the Department.

The following actions must be taken and documents submitted to the Department prior to issuance of an Authorization Certificate.

1. Meeting of incorporators should be held for the purpose of adopting by-laws and electing directors. A certified copy of the minutes, including a copy of the adopted by-laws, should be submitted to the Department.

2. Oaths of Directors should be executed and submitted.

3. First meeting of the Board of Directors should be held. A certified copy of the minutes, with all attachments, should be submitted to the Department. Actions taken at the meeting should include, but not be limited to, the following:

• Election of officers;
• Ratification of the actions taken by the incorporators;
• Approval of the form(s) of stock certificate;
• Designation of depositary institution(s);
• Acceptance of lease, purchase agreement, etc., for the proposed quarters;
• Authorization of the acceptance of subscriptions for capital stock, indicating the par value and subscription price;
• Allocation of specific amounts of capital funds to capital stock, surplus fund, and reserves for contingencies, if any;
• Adoption of a resolution regarding compliance with Section 296-a of the Executive Law;
• Adoption of a resolution specifying the number of directors which shall constitute the entire Board, if a specific number is not indicated in the by-laws or Organization Certificate.

4. Stated capital must be fully paid in cash and deposited with designated depositary in the name of the proposed institution, or in an escrow account, as circumstances dictate.

5. Affidavit of Payment of Capital Stock and Verified List of Stockholders should be submitted in duplicate originals for filing by the Superintendent.

6. An opinion of counsel that all directors are qualified to serve.

7. Satisfactory evidence of fidelity insurance (e.g., Financial Institutions Bond).

8. The designated depositary must provide a letter stating the funds are on deposit in the name of the proposed institution or in an escrow account, and that said funds are free of any liens or encumbrances.

9. Resumes, Questionnaires, and Litigation Affidavits for individuals constituting the proposed management team if not already submitted and found sufficient by the Superintendent.

10. If the use of an off-premises servicer is contemplated, an agreement granting the Department access to all records at the servicer, as well as copies of other agreements.

11. Stock ledgers, stock certificates, and subscription agreements should be presented for inspection. Pursuant to Section 114 of the New York Banking Law, stock certificates should state that the shares are fully paid and non-assessable, except as provided by Section 114 of the New York Banking Law.

12. Directors' Affiliations Forms.

13. Taxpayer Identification Form.

14. The name(s) and telephone number(s) of one or more bank officials who may be contacted after hours in case of emergency. (This information will receive confidential treatment.)

Authorization Certificate – Limited Purpose Trust Company

While the below list of required items applies to both corporation-form and LLC-form limited purpose trust companies, it uses corporation-form terms (e.g., “incorporator,” “director,” “by-laws” and “organization certificate”) rather than LLC-form terms (e.g., “organizer,” “manager,” “operating agreement” and “articles of organization”). Please refer to New York Banking Law Section 2-b for a list of the respective LLC-form terms.

Drafts of items 1 and 3 below should be submitted to the Department for clearance prior to the respective meetings.

Drafts of other documents may be, but are not required to be, submitted for prior clearance by the Department.

The following actions must be taken and documents submitted to the Department prior to issuance of an Authorization Certificate.

1. Meeting of incorporators should be held for the purpose of adopting by-laws and electing directors. A certified copy of the minutes, including a copy of the adopted by-laws, should be submitted to the Department.

2. Oaths of Directors should be executed and submitted.

3. First meeting of the Board of Directors should be held. A certified copy of the minutes, with all attachments, should be submitted to the Department. Actions taken at the meeting should include, but not be limited to, the following:

• Election of officers;
• Ratification of the actions taken by the incorporators;
• Approval of the form(s) of stock certificate (as applicable);
• Designation of depositary institution(s);
• Acceptance of lease, purchase agreement, etc., for the proposed quarters;
• Authorization of the acceptance of subscriptions for capital stock, indicating the par value and subscription price (as applicable);
• Allocation of specific amounts of capital funds to capital stock, surplus fund, and reserves for contingencies, if any (as applicable);
• Adoption of a resolution specifying the number of directors which shall constitute the entire Board, if a specific number is not indicated in the by-laws or Organization Certificate; and
• Adoption of a resolution as specified in the application for an exemption from the requirements of deposit insurance.

4. Stated capital must be fully paid in cash and deposited with designated depositary in the name of the proposed institution.

5. Affidavit of Payment of Capital Stock and Verified List of Stockholders should be submitted in duplicate originals for filing by the Superintendent (as applicable).

6. An opinion of counsel that all directors are qualified to serve (if not already submitted).

7. Satisfactory evidence of both fidelity insurance (e.g., Financial Institutions Bond) and a Surety Bond.

8. The designated depositary must submit a letter stating the funds are on deposit in the name of the proposed institution and that said funds are free of any liens or encumbrances.

9. Resumes, Questionnaires, and Litigation Affidavits for individuals constituting the proposed management team if not already submitted and found sufficient by the Superintendent.

10. If the use of an off-premises servicer is contemplated, an agreement granting the Department access to all records at the servicer, as well as copies of other agreements.

11. Stock ledgers, stock certificates, and subscription agreements should be presented for inspection (as applicable). Pursuant to Section 114 of the New York Banking Law, stock certificates should state that the shares are fully paid and non-assessable, except as provided by Section 114 of the New York Banking Law.

12. Directors' Affiliations Forms.

13. Taxpayer Identification Form.

14. The name(s) and telephone number(s) of one or more officials from the limited purpose trust company who may be contacted after hours in case of emergency. (This information will receive confidential treatment.)