6-854.01 - Articles of incorporation; approval; changes
6-854.01. Articles of incorporation; approval; changes
A. Notwithstanding title 10, chapter 2, the articles of incorporation shall include:
1. The name of the proposed trust company.
2. A description of the general nature of the business to be transacted and a statement authorizing the company to engage in any activity or business permitted by law.
3. The amount of authorized capital stock, the maximum number of shares of par value common stock and preferred stock, and the kind, class, series, distinguishing characteristics and par value of all shares.
4. The amount of capital, which is at least the amount required by section 6-856, the applicant will use to begin the trust company.
5. A statement that the company will have perpetual existence unless the company is terminated pursuant to this article.
6. The initial street address of the main office of the trust company.
7. The number of directors and the directors' names and addresses.
8. If applicable, a statement allowing preemptive rights.
9. A statement authorizing the board of directors to appoint additional directors when necessary.
B. Within thirty days after receiving the executed articles of incorporation, the superintendent shall approve or disapprove the articles. If the superintendent disapproves the articles, the superintendent shall notify the applicant of the articles' deficiencies. After addressing the deficiencies, the applicant shall file the revised articles of incorporation with the corporation commission.
C. The corporate existence of a trust company begins on the date the trust company files the approved or revised articles of incorporation with the corporation commission. After the trust company files the articles with the corporation commission, the company may perform all acts necessary to perfect the organization and obtain and equip a place of business.
D. Within seven days after proposing a change to the articles of incorporation at a meeting of the board of directors, a trust company shall report the proposed changes to the superintendent for approval. The superintendent shall approve the proposed changes as long as the proposed changes are consistent with this chapter. The superintendent shall notify the trust company of any inconsistencies within thirty days after receiving the proposed changes. The trust company shall have thirty days, after receiving the superintendent's notice, to correct any inconsistencies and submit revised proposed changes to the superintendent.