Bill Text: MN SF2185 | 2011-2012 | 87th Legislature | Engrossed
Bill Title: Industrial loan and thrift companies regulations modifications
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2012-03-19 - Second reading [SF2185 Detail]
Download: Minnesota-2011-SF2185-Engrossed.html
1.2relating to commerce; regulating industrial loan and thrift companies;amending
1.3Minnesota Statutes 2010, sections 53.01; 53.015; 53.02; 53.03; 53.04,
1.4subdivision 1; 53.06; 53.08; 53.09, subdivision 1.
1.5BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.6 Section 1. Minnesota Statutes 2010, section 53.01, is amended to read:
1.753.01 ORGANIZATION.
1.8It is lawful for three or more persons, who desire to form a corporation or limited
1.9liability company for the purpose of carrying on primarily the business of loaning money
1.10to persons within the conditions set forth in this chapter, to organize, under this chapter,
1.11an industrial loan and thrift company, by filing with the secretary of state articles of
1.12incorporation or articles of organization, and upon paying the fees prescribed by chapter
1.13302A or 322B and upon compliance with the procedure provided for the organization
1.14and government of ordinary corporations or limited liability companies under the laws
1.15of this state, and upon compliance with the additional requirements of this chapter prior
1.16to receiving authorization to do business. If an industrial loan and thrift company is
1.17owned or controlled by a company, as defined in United States Code, title 12, section
1.181467a(a)(1)(C), the industrial loan and thrift company is not authorized, or eligible to
1.19apply for authorization, to accept deposits under this chapter, unless the company that
1.20owns or controls the industrial loan and thrift company would qualify to own a federal
1.21savings association under United States Code, title 12, section 1467a(c)(9).
1.22 Sec. 2. Minnesota Statutes 2010, section 53.015, is amended to read:
1.2353.015 DEFINITIONS.
2.1 Subdivision 1. Applicability. For the purposes of this chapter, the terms defined in
2.2this sectionshall have the meanings given them.
2.3 Subd. 2. Surplus. "Surplus" means the sum total of all funds: (1) received as
2.4consideration in excess of the par value of preferred or common stock or membership
2.5interest; and (2) transferred from undivided profits as dedicated funds, by action of the
2.6board of directors or board of governors.
2.7 Subd. 3. Undivided profits. "Undivided profits" means the net remaining funds
2.8resulting from the operation of the corporation or company and shall include, but not be
2.9limited to retained earnings, earned surplus, undivided profits and current earnings.
2.10 Subd. 4. Capital stock. "Capital stock" means in the case of a corporation
2.11organized under chapter 302A the par value of preferred or common stock multiplied by
2.12the respective number of shares of each type of stock or in the case of a limited liability
2.13company organized under chapter 322B, the par value of membership interests multiplied
2.14by the respective number of membership interests. For purposes of section53.05 ,
2.15clause (7), capital stock may include an amount of mandatory convertible debentures
2.16approved by the commissioner. The terms and conditions for redemption of the qualifying
2.17debentures must include the prior written approval of the commissioner as a condition
2.18for a redemption, but in no event an amount in excess of 50 percent of total preferred
2.19or common stock.
2.20 Sec. 3. Minnesota Statutes 2010, section 53.02, is amended to read:
2.2153.02 CAPITAL.
2.22No corporation or limited liability company shall be organized under this chapter
2.23or qualified to do business thereunder with a capital represented by shares of common
2.24stock or membership interests of less than $25,000 in cities with less than 50,000 people;
2.25$50,000 in cities with more than 50,000 people and less than 100,000 people; and $75,000
2.26in cities with 100,000 people, or more, according to the last official census; each share of
2.27that common stock or each membership interest to have a par value of not less than $1
2.28per share or unit. No corporation or limited liability company shall begin doing business
2.29under this chapter unless the required capital is fully paid, and unless a surplus of no less
2.30than ten percent of that required capital shall have also been fully paid and set up. After
2.31the required capital of a corporation or limited liability company organized or doing
2.32business under this chapter shall have been fully paid and a surplus of not less than ten
2.33percent thereof also fully paid and set up, additional capital stock in that corporation or
2.34additional membership interests in that limited liability company may be sold at not less
2.35than par, provided, however, that there is always maintained a surplus of at least ten
3.1percent of the capital of the corporation represented by shares of common stock, or in the
3.2case of a limited liability company, at least ten percent of the capital of the company
3.3represented by membership interests in the company.
3.4 Sec. 4. Minnesota Statutes 2010, section 53.03, is amended to read:
3.553.03 CERTIFICATE.
3.6 Subdivision 1. Application, fee, notice. Any corporation or limited liability
3.7company hereafter organized as an industrial loan and thrift company, shall, after
3.8compliance with the requirements set forth in sections53.01 and
53.02 , file a written
3.9application with the Department of Commerce for a certificate of authorization. A
3.10corporation or limited liability company that will not sell or issue thrift certificates for
3.11investment as permitted by this chapter need not comply with subdivision 2b. The
3.12application must be in the form prescribed by the Department of Commerce. The
3.13application must be made in the name of the corporation or limited liability company,
3.14executed and acknowledged by an officer designated by the board of directors of the
3.15corporation or board of governors of the limited liability company, requesting a certificate
3.16authorizing the corporation or limited liability company to transact business as an
3.17industrial loan and thrift company, at the place and in the name stated in the application. At
3.18the time of filing the application the applicant shall pay $1,500 filing fee if the corporation
3.19or limited liability company will not sell or issue thrift certificates for investment, and a
3.20filing fee of $8,000 if the corporation or limited liability company will sell or issue thrift
3.21certificates for investment. The fees must be turned over by the commissioner to the
3.22commissioner of management and budget and credited to the general fund. The applicant
3.23shall also submit a copy of the bylaws of the corporation or operating agreement of the
3.24limited liability company, its articles of incorporation or articles of organization and all
3.25amendments thereto at that time. An application for powers under subdivision 2b must
3.26also require that a notice of the filing of the application must be published once within
3.2730 days of the receipt of the form prescribed by the Department of Commerce, at the
3.28expense of the applicant, in a qualified newspaper published in the municipality in which
3.29the proposed industrial loan and thrift company is to be located, or, if there be none, in
3.30a qualified newspaper likely to give notice in the municipality in which the company is
3.31proposed to be located. If the Department of Commerce receives a written objection to
3.32the application from any person within 15 days of the notice having been fully published,
3.33the commissioner shall proceed in the same manner as required under section46.041,
3.34subdivisions 3 and 4 , relating to state banks.
4.1 Subd. 2. Department of Commerce; duties. Upon receiving an application the
4.2Department of Commerce shall make, or cause to be made, an examination to ascertain
4.3whether the assets of such corporation or limited liability company, over and above
4.4all its liabilities, have an actual value of not less than the par value of all of its capital
4.5represented by shares of common stock or membership interests, which shall not be less
4.6than the amount prescribed by section53.02 . If upon its investigation or hearing provided
4.7for in subdivision 1 those facts appear and it further appears that the bylaws and articles
4.8of incorporation and amendments thereto are in accordance with law or in the case of a
4.9limited liability company that the operating agreement and articles of organization and
4.10amendments thereto are in accordance with law; that the shareholders of the corporation
4.11or the members of the limited liability company are of good moral character and financial
4.12integrity; that the company reasonably anticipates public demand for the loans it proposes
4.13to make in the location specified in the application, and that the proposed company will be
4.14properly and safely managed, the application shall be granted; otherwise it shall be denied.
4.15 Subd. 2a. Selection, change of name. Before filing the articles of incorporation or
4.16articles of organization or an amendment to them, the proposed name of the industrial loan
4.17and thrift company shall be submitted to the commissioner. If it is likely to confuse the
4.18public as to the character of its business, or is otherwise objectionable, additional names
4.19shall be submitted. When a satisfactory name is selected, the commissioner shall give
4.20written approval of it and issue an amended certificate of authorization.
4.21 Subd. 2b. Additional duties; thrift certificates for investment. If an application
4.22includes the right to issue thrift certificates for investment, the Department of Commerce
4.23must, in addition to the duties in subdivision 2, make a determination that there is a
4.24reasonable public demand for that company and that the probable volume of business in
4.25that location is sufficient to insure the solvency of any then existing industrial loan and
4.26thrift companies or banks in that locality, without endangering the safety of the company
4.27or bank in the locality as a place for investing or depositing public and private money.
4.28 Subd. 3a. Actions on applications. If the application be granted without hearing
4.29the Department of Commerce shall, not later than 60 days after the application has been
4.30accepted, issue a certificate authorizing the corporation or limited liability company to
4.31transact business as an industrial loan and thrift company as provided in this chapter. If
4.32the application be denied without hearing the Department of Commerce shall, not later
4.33than 60 days after the application has been accepted, notify the corporation or limited
4.34liability company of the denial and the reasons for the denial. The applicant may request
4.35within 30 days of receiving the notice of denial, and shall be granted, a contested case
4.36hearing on the application which shall then be conducted as if no order of denial had been
5.1issued. If the commissioner approves the application after a hearing the commissioner
5.2shall, not later than 30 days after a hearing, issue a certificate authorizing the corporation
5.3to transact business as an industrial loan and thrift company as provided in this chapter. If
5.4the application be denied after a hearing the commissioner shall, not later than 30 days
5.5after a hearing, notify the corporation or limited liability company of the denial.
5.6 Subd. 5. Place of business. Not more than one place of business may be maintained
5.7under any certificate of authorization issued subsequent to the enactment of Laws 1943,
5.8chapter 67, pursuant to the provisions of this chapter, but the Department of Commerce
5.9may issue more than one certificate of authorization to the same corporation or limited
5.10liability company upon compliance with all the provisions of this chapter governing
5.11an original issuance of a certificate of authorization. To the extent that previously filed
5.12applicable information remains unchanged, the applicant need not refile this information,
5.13unless requested. The filing fee for a branch application shall be $500 and the investigation
5.14fee $250. An industrial loan and thrift corporation with deposit liabilities may change one
5.15or more of its locations upon the written approval of the commissioner of commerce. A
5.16fee of $100 must accompany each application to the commissioner for approval to change
5.17the location of an established office. An industrial loan and thrift corporation or limited
5.18liability company that does not sell and issue thrift certificates for investment may change
5.19one or more locations by giving 30 days' written notice to the Department of Commerce
5.20which shall promptly amend the certificate of authorization accordingly. No change in
5.21place of business of a company to a location outside of its current trade area or more than
5.2225 miles from its present location, whichever distance is greater, shall be permitted under
5.23the same certificate unless all of the applicable requirements of this section have been met.
5.24 Subd. 6. Amended certificates, thrift certificates for investment, application,
5.25fee, notice. Upon approval by the commissioner of commerce of a commitment for
5.26insurance or guarantee of certificates to be held for investment as required in section
5.2753.10, subdivision 3
, an industrial loan and thrift company may apply to the Department
5.28of Commerce for an amended certificate of authorization and consent to sell and issue
5.29thrift certificates for investment.
5.30The application, in triplicate, must be in the form prescribed by the Department of
5.31Commerce and filed in its office. At the time of filing the application, the applicant shall
5.32pay a filing fee of $8,000 and if an application is contested, 50 percent of an additional
5.33fee equal to the actual costs incurred by the Department of Commerce in approving or
5.34disapproving the application, payable to the commissioner of management and budget
5.35and credited by the commissioner of management and budget to the general fund, must
5.36be paid by the applicant and 50 percent equally by the intervening parties. A notice of
6.1the filing of the application must be published once within 30 days of the receipt of the
6.2form prescribed by the Department of Commerce, at the expense of the applicant, in
6.3a newspaper published in the municipality in which the place of business under the
6.4application is located, or if there is none, in a newspaper published at the county seat of
6.5the county in which the place of business is located. Not more than one place of business
6.6maintained under a certificate of authorization may be the subject of an application.
6.7 Subd. 7. Objection to application. Upon receiving written objection to the
6.8application from any person within 15 days of the notice having been fully published,
6.9the Department of Commerce shall order a contested case hearing to be conducted on
6.10the application.
6.11 Subd. 8. Investigation. Upon receiving an application, the Department of
6.12Commerce shall make or cause to be made, an investigation of the application to determine
6.13that the corporation or limited liability company is in a solvent condition, meets current
6.14thrift industry standards of management quality and asset condition, is in compliance
6.15with the requirements of this chapter. If upon completion of its investigation and any
6.16hearing provided for in subdivision 7, it appears to the Department of Commerce that the
6.17requirements for approval contained in this subdivision have been met, the application
6.18shall be approved. In all other cases, the application shall be denied. As a condition of
6.19approval, the capital funds of the applicant corporation or limited liability company shall
6.20not be less than the total amount which the Department of Commerce considers necessary
6.21having in mind the potential for the issuance of certificates for investment by the applicant.
6.22The procedure in subdivision 3a shall be followed in decisions, notice, and hearing of
6.23applications for consent to sell and issue thrift certificates for investment by issuance of
6.24an amended certificate of authorization.
6.25 Sec. 5. Minnesota Statutes 2010, section 53.04, subdivision 1, is amended to read:
6.26 Subdivision 1. Authorization. Industrial loan and thrift companies, in addition
6.27to the general and usual powers incidental to ordinary corporations or limited liability
6.28companies in this state, which are not specifically restricted in this chapter, shall have the
6.29special powers enumerated in subdivisions 2 to 5.
6.30 Sec. 6. Minnesota Statutes 2010, section 53.06, is amended to read:
6.3153.06 DIRECTORS, RESIDENCE.
6.32At least three-fourths of the directors or governors of any industrial loan and
6.33thrift company holding a certificate that includes the right to issue thrift certificates for
6.34investment must be residents of Minnesota.
7.1 Sec. 7. Minnesota Statutes 2010, section 53.08, is amended to read:
7.253.08 DIVIDENDS AND DISTRIBUTIONS.
7.3 Subdivision 1. General conditions for dividends. When an industrial loan and
7.4thrift company is organized under this chapter or operating thereunder, the board of
7.5directors or board of governors may declare a dividend or distribution of so much of
7.6the net profits of the corporation or limited liability company, after providing for all
7.7expenses, reserves, interest, and taxes accrued or due from the corporation or limited
7.8liability company, as they shall judge expedient, but before any dividend or distribution is
7.9declared, not less than one-tenth of the net profits of the industrial loan and thrift company
7.10of the preceding half year, or for such period as is covered by the dividend or distribution,
7.11shall be carried to surplus until the aggregate of undivided profits and surplus shall amount
7.12to 20 percent of its capital represented by shares of common stock or membership interest.
7.13 Subd. 2. Special conditions for deposit companies. In addition to the conditions in
7.14subdivision 1, industrial loan and thrift companies having outstanding time certificates
7.15of indebtedness, savings accounts, or savings deposits must comply with the following
7.16special conditions:
7.17(1) the dividend or distribution period for the purpose of declaring dividends or
7.18distributions shall be the period beginning on January 1 and ending as of the close of
7.19business December 31 of each calendar year and the net income for this period shall be
7.20determined from the consolidated report of income of each company;
7.21(2) the Department of Commerce will supply each company with forms to be
7.22completed with information called for. The forms must be mailed or delivered to the
7.23commissioner within ten days of the date of declaration of any dividend and at least 15
7.24days before the proposed payment date of any dividend or distribution. The forms shall
7.25contain a statement by the commissioner providing that if certain requirements as set
7.26forth in the statement are met, the company may pay a cash dividend or distribution or
7.27dividends or distributions without specific approval of the commissioner in the year after
7.28the dividend or distribution period in amounts so as not to reduce the company's capital,
7.29surplus, undivided profits, and reserves below these requirements;
7.30(3) declared dividends or distributions shall be deducted from undivided profits and
7.31carried on the books as another liability entitled "dividends payable." The other liability
7.32account shall be reversed upon payment or nonapproval by the commissioner; and
7.33(4) except as provided in clause (2), no company shall pay a cash dividend or
7.34distribution to its stockholders or members until written approval for the dividend or
7.35distribution has been obtained from the commissioner.
8.1 Sec. 8. Minnesota Statutes 2010, section 53.09, subdivision 1, is amended to read:
8.2 Subdivision 1. General examinations. The commissioner shall make examinations
8.3for the purposes set forth in section46.04, subdivision 1 , at least once every 18 calendar
8.4months, of each authorized place of business of every industrial loan and thrift company
8.5with the right to issue thrift certificates for investment organized or operating under this
8.6chapter to satisfy the commissioner that the corporation or limited liability company is in a
8.7solvent condition and is complying with the requirements of this chapter and operating
8.8according to sound business principles. In order to enforce actions in this connection,
8.9the commissioner is hereby vested with the same authority as in the examination and
8.10regulation of state banks. The corporation or limited liability company so examined
8.11shall pay to the commissioner such fees as may be required under section46.131 . The
8.12commissioner may maintain an action for the recovery of such costs in any court of
8.13competent jurisdiction.
1.3Minnesota Statutes 2010, sections 53.01; 53.015; 53.02; 53.03; 53.04,
1.4subdivision 1; 53.06; 53.08; 53.09, subdivision 1.
1.5BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.6 Section 1. Minnesota Statutes 2010, section 53.01, is amended to read:
1.753.01 ORGANIZATION.
1.8It is lawful for three or more persons, who desire to form a corporation or limited
1.9liability company for the purpose of carrying on primarily the business of loaning money
1.10to persons within the conditions set forth in this chapter, to organize, under this chapter,
1.11an industrial loan and thrift company, by filing with the secretary of state articles of
1.12incorporation or articles of organization, and upon paying the fees prescribed by chapter
1.13302A or 322B and upon compliance with the procedure provided for the organization
1.14and government of ordinary corporations or limited liability companies under the laws
1.15of this state, and upon compliance with the additional requirements of this chapter prior
1.16to receiving authorization to do business. If an industrial loan and thrift company is
1.17owned or controlled by a company, as defined in United States Code, title 12, section
1.181467a(a)(1)(C), the industrial loan and thrift company is not authorized, or eligible to
1.19apply for authorization, to accept deposits under this chapter, unless the company that
1.20owns or controls the industrial loan and thrift company would qualify to own a federal
1.21savings association under United States Code, title 12, section 1467a(c)(9).
1.22 Sec. 2. Minnesota Statutes 2010, section 53.015, is amended to read:
1.2353.015 DEFINITIONS.
2.1 Subdivision 1. Applicability. For the purposes of this chapter, the terms defined in
2.2this section
2.3 Subd. 2. Surplus. "Surplus" means the sum total of all funds: (1) received as
2.4consideration in excess of the par value of preferred or common stock or membership
2.5interest; and (2) transferred from undivided profits as dedicated funds, by action of the
2.6board of directors or board of governors.
2.7 Subd. 3. Undivided profits. "Undivided profits" means the net remaining funds
2.8resulting from the operation of the corporation or company and shall include, but not be
2.9limited to retained earnings, earned surplus, undivided profits and current earnings.
2.10 Subd. 4. Capital stock. "Capital stock" means in the case of a corporation
2.11organized under chapter 302A the par value of preferred or common stock multiplied by
2.12the respective number of shares of each type of stock or in the case of a limited liability
2.13company organized under chapter 322B, the par value of membership interests multiplied
2.14by the respective number of membership interests. For purposes of section
2.15clause (7), capital stock may include an amount of mandatory convertible debentures
2.16approved by the commissioner. The terms and conditions for redemption of the qualifying
2.17debentures must include the prior written approval of the commissioner as a condition
2.18for a redemption, but in no event an amount in excess of 50 percent of total preferred
2.19or common stock.
2.20 Sec. 3. Minnesota Statutes 2010, section 53.02, is amended to read:
2.2153.02 CAPITAL.
2.22No corporation or limited liability company shall be organized under this chapter
2.23or qualified to do business thereunder with a capital represented by shares of common
2.24stock or membership interests of less than $25,000 in cities with less than 50,000 people;
2.25$50,000 in cities with more than 50,000 people and less than 100,000 people; and $75,000
2.26in cities with 100,000 people, or more, according to the last official census; each share of
2.27that common stock or each membership interest to have a par value of not less than $1
2.28per share or unit. No corporation or limited liability company shall begin doing business
2.29under this chapter unless the required capital is fully paid, and unless a surplus of no less
2.30than ten percent of that required capital shall have also been fully paid and set up. After
2.31the required capital of a corporation or limited liability company organized or doing
2.32business under this chapter shall have been fully paid and a surplus of not less than ten
2.33percent thereof also fully paid and set up, additional capital stock in that corporation or
2.34additional membership interests in that limited liability company may be sold at not less
2.35than par, provided, however, that there is always maintained a surplus of at least ten
3.1percent of the capital of the corporation represented by shares of common stock, or in the
3.2case of a limited liability company, at least ten percent of the capital of the company
3.3represented by membership interests in the company.
3.4 Sec. 4. Minnesota Statutes 2010, section 53.03, is amended to read:
3.553.03 CERTIFICATE.
3.6 Subdivision 1. Application, fee, notice. Any corporation or limited liability
3.7company hereafter organized as an industrial loan and thrift company, shall, after
3.8compliance with the requirements set forth in sections
3.9application with the Department of Commerce for a certificate of authorization. A
3.10corporation or limited liability company that will not sell or issue thrift certificates for
3.11investment as permitted by this chapter need not comply with subdivision 2b. The
3.12application must be in the form prescribed by the Department of Commerce. The
3.13application must be made in the name of the corporation or limited liability company,
3.14executed and acknowledged by an officer designated by the board of directors of the
3.15corporation or board of governors of the limited liability company, requesting a certificate
3.16authorizing the corporation or limited liability company to transact business as an
3.17industrial loan and thrift company, at the place and in the name stated in the application. At
3.18the time of filing the application the applicant shall pay $1,500 filing fee if the corporation
3.19or limited liability company will not sell or issue thrift certificates for investment, and a
3.20filing fee of $8,000 if the corporation or limited liability company will sell or issue thrift
3.21certificates for investment. The fees must be turned over by the commissioner to the
3.22commissioner of management and budget and credited to the general fund. The applicant
3.23shall also submit a copy of the bylaws of the corporation or operating agreement of the
3.24limited liability company, its articles of incorporation or articles of organization and all
3.25amendments thereto at that time. An application for powers under subdivision 2b must
3.26also require that a notice of the filing of the application must be published once within
3.2730 days of the receipt of the form prescribed by the Department of Commerce, at the
3.28expense of the applicant, in a qualified newspaper published in the municipality in which
3.29the proposed industrial loan and thrift company is to be located, or, if there be none, in
3.30a qualified newspaper likely to give notice in the municipality in which the company is
3.31proposed to be located. If the Department of Commerce receives a written objection to
3.32the application from any person within 15 days of the notice having been fully published,
3.33the commissioner shall proceed in the same manner as required under section
3.34subdivisions 3 and 4
4.1 Subd. 2. Department of Commerce; duties. Upon receiving an application the
4.2Department of Commerce shall make, or cause to be made, an examination to ascertain
4.3whether the assets of such corporation or limited liability company, over and above
4.4all its liabilities, have an actual value of not less than the par value of all of its capital
4.5represented by shares of common stock or membership interests, which shall not be less
4.6than the amount prescribed by section
4.7for in subdivision 1 those facts appear and it further appears that the bylaws and articles
4.8of incorporation and amendments thereto are in accordance with law or in the case of a
4.9limited liability company that the operating agreement and articles of organization and
4.10amendments thereto are in accordance with law; that the shareholders of the corporation
4.11or the members of the limited liability company are of good moral character and financial
4.12integrity; that the company reasonably anticipates public demand for the loans it proposes
4.13to make in the location specified in the application, and that the proposed company will be
4.14properly and safely managed, the application shall be granted; otherwise it shall be denied.
4.15 Subd. 2a. Selection, change of name. Before filing the articles of incorporation or
4.16articles of organization or an amendment to them, the proposed name of the industrial loan
4.17and thrift company shall be submitted to the commissioner. If it is likely to confuse the
4.18public as to the character of its business, or is otherwise objectionable, additional names
4.19shall be submitted. When a satisfactory name is selected, the commissioner shall give
4.20written approval of it and issue an amended certificate of authorization.
4.21 Subd. 2b. Additional duties; thrift certificates for investment. If an application
4.22includes the right to issue thrift certificates for investment, the Department of Commerce
4.23must, in addition to the duties in subdivision 2, make a determination that there is a
4.24reasonable public demand for that company and that the probable volume of business in
4.25that location is sufficient to insure the solvency of any then existing industrial loan and
4.26thrift companies or banks in that locality, without endangering the safety of the company
4.27or bank in the locality as a place for investing or depositing public and private money.
4.28 Subd. 3a. Actions on applications. If the application be granted without hearing
4.29the Department of Commerce shall, not later than 60 days after the application has been
4.30accepted, issue a certificate authorizing the corporation or limited liability company to
4.31transact business as an industrial loan and thrift company as provided in this chapter. If
4.32the application be denied without hearing the Department of Commerce shall, not later
4.33than 60 days after the application has been accepted, notify the corporation or limited
4.34liability company of the denial and the reasons for the denial. The applicant may request
4.35within 30 days of receiving the notice of denial, and shall be granted, a contested case
4.36hearing on the application which shall then be conducted as if no order of denial had been
5.1issued. If the commissioner approves the application after a hearing the commissioner
5.2shall, not later than 30 days after a hearing, issue a certificate authorizing the corporation
5.3to transact business as an industrial loan and thrift company as provided in this chapter. If
5.4the application be denied after a hearing the commissioner shall, not later than 30 days
5.5after a hearing, notify the corporation or limited liability company of the denial.
5.6 Subd. 5. Place of business. Not more than one place of business may be maintained
5.7under any certificate of authorization issued subsequent to the enactment of Laws 1943,
5.8chapter 67, pursuant to the provisions of this chapter, but the Department of Commerce
5.9may issue more than one certificate of authorization to the same corporation or limited
5.10liability company upon compliance with all the provisions of this chapter governing
5.11an original issuance of a certificate of authorization. To the extent that previously filed
5.12applicable information remains unchanged, the applicant need not refile this information,
5.13unless requested. The filing fee for a branch application shall be $500 and the investigation
5.14fee $250. An industrial loan and thrift corporation with deposit liabilities may change one
5.15or more of its locations upon the written approval of the commissioner of commerce. A
5.16fee of $100 must accompany each application to the commissioner for approval to change
5.17the location of an established office. An industrial loan and thrift corporation or limited
5.18liability company that does not sell and issue thrift certificates for investment may change
5.19one or more locations by giving 30 days' written notice to the Department of Commerce
5.20which shall promptly amend the certificate of authorization accordingly. No change in
5.21place of business of a company to a location outside of its current trade area or more than
5.2225 miles from its present location, whichever distance is greater, shall be permitted under
5.23the same certificate unless all of the applicable requirements of this section have been met.
5.24 Subd. 6. Amended certificates, thrift certificates for investment, application,
5.25fee, notice. Upon approval by the commissioner of commerce of a commitment for
5.26insurance or guarantee of certificates to be held for investment as required in section
5.28of Commerce for an amended certificate of authorization and consent to sell and issue
5.29thrift certificates for investment.
5.30The application, in triplicate, must be in the form prescribed by the Department of
5.31Commerce and filed in its office. At the time of filing the application, the applicant shall
5.32pay a filing fee of $8,000 and if an application is contested, 50 percent of an additional
5.33fee equal to the actual costs incurred by the Department of Commerce in approving or
5.34disapproving the application, payable to the commissioner of management and budget
5.35and credited by the commissioner of management and budget to the general fund, must
5.36be paid by the applicant and 50 percent equally by the intervening parties. A notice of
6.1the filing of the application must be published once within 30 days of the receipt of the
6.2form prescribed by the Department of Commerce, at the expense of the applicant, in
6.3a newspaper published in the municipality in which the place of business under the
6.4application is located, or if there is none, in a newspaper published at the county seat of
6.5the county in which the place of business is located. Not more than one place of business
6.6maintained under a certificate of authorization may be the subject of an application.
6.7 Subd. 7. Objection to application. Upon receiving written objection to the
6.8application from any person within 15 days of the notice having been fully published,
6.9the Department of Commerce shall order a contested case hearing to be conducted on
6.10the application.
6.11 Subd. 8. Investigation. Upon receiving an application, the Department of
6.12Commerce shall make or cause to be made, an investigation of the application to determine
6.13that the corporation or limited liability company is in a solvent condition, meets current
6.14thrift industry standards of management quality and asset condition, is in compliance
6.15with the requirements of this chapter. If upon completion of its investigation and any
6.16hearing provided for in subdivision 7, it appears to the Department of Commerce that the
6.17requirements for approval contained in this subdivision have been met, the application
6.18shall be approved. In all other cases, the application shall be denied. As a condition of
6.19approval, the capital funds of the applicant corporation or limited liability company shall
6.20not be less than the total amount which the Department of Commerce considers necessary
6.21having in mind the potential for the issuance of certificates for investment by the applicant.
6.22The procedure in subdivision 3a shall be followed in decisions, notice, and hearing of
6.23applications for consent to sell and issue thrift certificates for investment by issuance of
6.24an amended certificate of authorization.
6.25 Sec. 5. Minnesota Statutes 2010, section 53.04, subdivision 1, is amended to read:
6.26 Subdivision 1. Authorization. Industrial loan and thrift companies, in addition
6.27to the general and usual powers incidental to ordinary corporations or limited liability
6.28companies in this state, which are not specifically restricted in this chapter, shall have the
6.29special powers enumerated in subdivisions 2 to 5.
6.30 Sec. 6. Minnesota Statutes 2010, section 53.06, is amended to read:
6.3153.06 DIRECTORS, RESIDENCE.
6.32At least three-fourths of the directors or governors of any industrial loan and
6.33thrift company holding a certificate that includes the right to issue thrift certificates for
6.34investment must be residents of Minnesota.
7.1 Sec. 7. Minnesota Statutes 2010, section 53.08, is amended to read:
7.253.08 DIVIDENDS AND DISTRIBUTIONS.
7.3 Subdivision 1. General conditions for dividends. When an industrial loan and
7.4thrift company is organized under this chapter or operating thereunder, the board of
7.5directors or board of governors may declare a dividend or distribution of so much of
7.6the net profits of the corporation or limited liability company, after providing for all
7.7expenses, reserves, interest, and taxes accrued or due from the corporation or limited
7.8liability company, as they shall judge expedient, but before any dividend or distribution is
7.9declared, not less than one-tenth of the net profits of the industrial loan and thrift company
7.10of the preceding half year, or for such period as is covered by the dividend or distribution,
7.11shall be carried to surplus until the aggregate of undivided profits and surplus shall amount
7.12to 20 percent of its capital represented by shares of common stock or membership interest.
7.13 Subd. 2. Special conditions for deposit companies. In addition to the conditions in
7.14subdivision 1, industrial loan and thrift companies having outstanding time certificates
7.15of indebtedness, savings accounts, or savings deposits must comply with the following
7.16special conditions:
7.17(1) the dividend or distribution period for the purpose of declaring dividends or
7.18distributions shall be the period beginning on January 1 and ending as of the close of
7.19business December 31 of each calendar year and the net income for this period shall be
7.20determined from the consolidated report of income of each company;
7.21(2) the Department of Commerce will supply each company with forms to be
7.22completed with information called for. The forms must be mailed or delivered to the
7.23commissioner within ten days of the date of declaration of any dividend and at least 15
7.24days before the proposed payment date of any dividend or distribution. The forms shall
7.25contain a statement by the commissioner providing that if certain requirements as set
7.26forth in the statement are met, the company may pay a cash dividend or distribution or
7.27dividends or distributions without specific approval of the commissioner in the year after
7.28the dividend or distribution period in amounts so as not to reduce the company's capital,
7.29surplus, undivided profits, and reserves below these requirements;
7.30(3) declared dividends or distributions shall be deducted from undivided profits and
7.31carried on the books as another liability entitled "dividends payable." The other liability
7.32account shall be reversed upon payment or nonapproval by the commissioner; and
7.33(4) except as provided in clause (2), no company shall pay a cash dividend or
7.34distribution to its stockholders or members until written approval for the dividend or
7.35distribution has been obtained from the commissioner.
8.1 Sec. 8. Minnesota Statutes 2010, section 53.09, subdivision 1, is amended to read:
8.2 Subdivision 1. General examinations. The commissioner shall make examinations
8.3for the purposes set forth in section
8.4months, of each authorized place of business of every industrial loan and thrift company
8.5with the right to issue thrift certificates for investment organized or operating under this
8.6chapter to satisfy the commissioner that the corporation or limited liability company is in a
8.7solvent condition and is complying with the requirements of this chapter and operating
8.8according to sound business principles. In order to enforce actions in this connection,
8.9the commissioner is hereby vested with the same authority as in the examination and
8.10regulation of state banks. The corporation or limited liability company so examined
8.11shall pay to the commissioner such fees as may be required under section
8.12commissioner may maintain an action for the recovery of such costs in any court of
8.13competent jurisdiction.
