Application to Convert from Federal to State Charter (bank/trust company)

Please refer to the Department's Application Fee Schedule to determine the proper fee for the application being filed.

Prior consultation with the Department of Financial Services is advised.

UNOFFICIAL COPY: Supervisory Procedure CB 101 -- Conversion Of National Banking Association To State Charter

CB 101 - § 101.1 -- General Information.
(a) A national banking association which seeks to convert itself into a State-chartered bank or trust company (hereinafter referred to as "the State bank") pursuant to Banking Law, section 136, should, after complying with section 101.2 of this Procedure, submit to the Superintendent a letter application which meets the requirements of section 101.3 of this Supervisory Procedure.

(b) Following submission of the application, the Superintendent may require an examination of the national banking association by State bank examiners before he acts on the application.

(c) Approval of the conversion will be conditioned upon either the continuance by the Federal Deposit Insurance Corporation of insurance of the applicant's deposit accounts to the extent permitted by Federal law or, in the case of a national banking association that does not accept deposits from the general public, the grant by the Banking Board, pursuant to Banking Law, section 32, of a waiver of the deposit insurance requirement.

CB 101 - § 101.2 -- Meeting Of Stockholders; Clearance Of Name.

Before an application for conversion is submitted: (a) the plan of conversion should be approved by the vote, in person or by proxy, of the holders of at least 66 2/3 percent of each class of capital stock of the national banking association at a meeting held in accordance with the requirements of Federal law, /1 and (b) the name proposed for the State bank should be submitted to the Superintendent for his prior approval.
/1 12 U.S.C. § 214(a).

CB 101 - § 101.3 -- Application.
(a) Six copies of the letter of application, together with the number of copies specified in section 101.4 of this Procedure for the documents therein described, should be submitted to the Superintendent, accompanied by a check for payable to the order of "Superintendent of Financial Services of the State of New York". The letter of application should include:

1. (1) the name and address of the officer to whom all communications from the Department of Financial Services should be addressed;
2. (2) the dates or proposed dates of filing such documents as may be required with the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or the Federal Deposit Insurance Corporation; and
3. (3) a request for permission to retain a larger number of directors than the number authorized for State-chartered banks and trust companies pursuant to Banking Law, section 7002, if the number of directors of the national banking association exceeds such number and the applicant seeks to retain one or more directors in excess of the number so authorized. (b) The Superintendent reserves the right to require additional information in connection with the application. The applicant may, of course, submit any information in addition to that required by this Procedure which it deems pertinent to the application.

CB 101 - § 101.4 -- Documents Required.
The following documents should be submitted as part of the application:
(a) Five executed copies of the plan of conversion, signed in accordance with section 1003(4) of the Banking Law, setting forth the terms and conditions of the conversion, the mode of carrying it into effect and the names of the persons proposed as the principal officers of the State bank. (Pursuant to Banking Law, section 105[6], such plan should stipulate which offices of the converted institution will be continued by it and show the officially designated address of each such office.)
(b) Five executed copies of the organization certificate in the form required by Banking Law, section 4001.
(c) Minutes of the meeting of stockholders of the national banking association authorizing the conversion, including the notice of meeting and proxy material submitted to stockholders, certified by the presiding officer and the secretary of the meeting and otherwise in accordance with the requirements of Federal Law. /2
/2 12 U.S.C. § 214(a).
(d) Five executed copies of a certification by the president, secretary or cashier of the national banking association that all steps have been taken which are necessary under Federal law to consummate the conversion.

CB 101 - § 101.5 -- Additional Documents.
The following additional documents should be submitted to the Superintendent as they become available:
(a) Copies of all approvals and notices required by Federal law and regulations in connection with the conversion.

(b) Opinions of counsel for the applicant as to compliance with all requirements of Federal and State law in connection with the conversion.