Bank Charter Statutes
362.020 Articles of Agreement - contents.
- The articles of agreement mentioned in this chapter shall set out:
- The corporate name of the proposed corporation. The corporate name shall not be a name, or an imitation of a name, used within the preceding fifty years as a corporate title of a bank or trust company incorporated in this state;
- The name of the city or town and county in this state in which the corporation is to be located;
- The amount of the capital stock of the corporation, the number of shares into which it is divided, and the par value thereof; that the same has been subscribed in good faith and all thereof actually paid up in lawful money of the United States and is in the custody of the persons named as the first board of directors or managers;
- The names and places of residences of the several shareholders and number of shares subscribed by each;
- The number and the names of the first directors;
- The purposes for which the corporation is formed;
- Any provisions relating to the preemptive rights of a shareholder as provided in section 351.305, RSMo.
- The articles of agreement may designate the number of directors necessary to constitute a quorum, and may provide for the number of years the corporation is to continue, or may provide that the existence of the corporation shall continue until the corporation shall be dissolved by consent of the stockholders or by proceedings instituted by the state under any statute now in force or hereafter enacted.
362.023. Trust company may refuse demand deposits by its articles of incorporation, effect of.
- Other provisions of the law to the contrary notwithstanding, the articles of agreement of any trust company may preclude the acceptance of demand deposits, in which case the procedure for granting or denying a charter for the proposed trust company shall be as provided in sections 362.025 to 362.040, except that the determination of need and convenience as provided in section 362.030 shall be limited to the need for fiduciary services as authorized under subsection 2 of section 362.105.
- No trust company the articles of which preclude or do not affirmatively provide for the acceptance of demand deposits, and no trust company which does not regularly accept demand deposits on September 28, 1977, shall accept demand deposits without a certificate issued by the director of finance authorizing the acceptance of demand deposits. The application for such certificate shall be treated as an application for a new charter and shall be granted or denied as provided in sections 362.030 to 362.040.
362.025. Articles of agreement to be recorded and filed.
The articles of agreement shall be signed and acknowledged by the parties thereto, and three copies thereof shall be filed with the director of finance. If the director finds the articles to be improperly drawn, he or she shall immediately return them to the parties indicating the corrections to be made. If the director finds the articles to be in proper form, he or she shall return one copy to the parties with an indication that they are approved as to form, and shall file one copy in the public records of the division of finance which shall be a permanent record.
362.030. Director to examine as to character and capital.
- When any bank or trust company has filed with the director proper copies of its articles of agreement, paid all incorporation and other fees in full, as required by law and provided the cash required by law, the director, before the bank or trust company shall complete its incorporation, shall cause an examination to be made to ascertain whether the requisite capital of the bank or trust company has been subscribed in good faith and paid in actual cash and is ready for use in the transaction of business of the proposed bank or trust company, and whether the character, responsibility and general fitness of the persons named in the articles of agreement and any bank holding company on whose behalf they are acting are such as to command confidence and warrant belief that the business of the proposed corporation will be conducted honestly and efficiently in accordance with the intent and purpose of this chapter; and if the convenience and needs of the community to be served justify and warrant the opening of the bank or trust company therein, and if the probable volume of business in such locality is sufficient to insure and maintain the solvency of the new bank or trust company and the solvency of the then existing banks and trust companies in the locality, without endangering the safety of any bank or trust company in the locality as a place of deposit of public and private moneys.
- The proponents shall be liable for all expenses incurred in making the examination, including the wages and other necessary expenses of each examiner making the examination; provided, however, that if the charter is granted, this obligation may be assumed by the bank or trust company so chartered.
362.035. Certificate of incorporation -- issuance -- to be recorded.
- In case the director shall find all the provisions of the law have been complied with and shall have satisfied himself or herself by such investigation as to the facts as above provided, he or she shall grant a certificate setting forth that such corporation has been duly organized and the amount of its capital subscribed and paid up in full. All certificates granted by the director shall designate the address and location in the city and town at which the corporation shall be authorized to conduct its business as its main banking house until such time as said address or location is changed after the approval of the director of finance has first been obtained.
- A certified copy of such certificate shall be filed in the public records of the division of finance, and a copy of such certificate, so filed, or certified copies thereof, shall be taken in all the courts of this state as evidence of such incorporation; and the existence of such corporation shall continue for the period limited in its articles of agreement, if there fixed, and if not there fixed, then until the corporation is dissolved by consent of its stockholders or until its corporate existence ends pursuant to the laws of this state.
362.040. Notice of refusal of certificate -- appeal.
In case the director shall not be satisfied, as the result of the examination, that the character, responsibility and general fitness of the persons named in the articles of agreement are up to the standard above provided, or that the convenience and needs of the community to be served justify and warrant the opening of the new bank or trust company therein, or that the probable volume of business in such locality is sufficient to insure and maintain the solvency of the new bank and the solvency of the then existing banks or trust companies in the locality, without endangering the safety of any bank or trust company in the locality as a place of deposit of public and private moneys; and on these accounts or any one of them shall refuse to grant the certificate of incorporation, he shall forthwith give notice thereof to the proposed incorporators from whom the articles of agreement were received, who, if they so desire, may within ten days thereafter appeal from the refusal to the state banking board.