Article 2. Petition For Certificate Of Authority of California Financial Code >> Division 2. >> Chapter 2. >> Article 2.
Within 60 days after issuance of an organizing permit under
Article 1 (commencing with Section 5400) any person may request
authority to form a capital stock or mutual association by filing
with the commissioner three copies of a petition for a certificate of
authority and proposed articles of incorporation. The petition shall
also be accompanied by three copies of proposed bylaws which shall
make provisions for the following:
(a) Annual and special meetings of members or stockholders, and
notice of meetings.
(b) Procedure for nomination of directors.
(c) Meetings of board of directors.
(d) Resignation and removal of directors.
(e) Compensation of directors.
(g) Execution of instruments.
(h) Evidence of savings accounts.
(i) Corporate seal.
(j) Fiscal year.
(l) Disaster preparedness.
(m) Other matters, if any.
The petitioners shall submit with their petitions any applicable
filing fee prescribed under Section 9001 and any statements,
exhibits, maps, and other data that the commissioner may require by
written instruction in a form which is sufficiently detailed and
comprehensive to enable the commissioner to make a decision on the
petition based on the criteria set out in Section 5502.
Upon receipt of a petition for a certificate of authority,
the commissioner shall give written notice to each association that a
petition for the issuance of a certificate has been made. The notice
shall state the name of the proposed association, where the
petitioners propose to establish the home office of the association,
and if the commissioner determines that a hearing is to be held on
the petition, the time and place of the hearing. The hearing shall be
held 10 or more days after the mailing of the notice but in no event
later than 60 days after the mailing of the notice. Any interested
person may appear at the hearing in person or by agent or attorney,
and orally or in writing show cause upon any relevant ground why a
certificate should not be issued.
The articles of incorporation of each domestic association
incorporated after January 1, 1984, shall include a statement that it
is formed for each of the following purposes:
(a) To engage primarily in the specific business of a savings
association and any other lawful activities not prohibited to a
savings association by applicable laws and regulations.
(b) To encourage industry, frugality, home building, and the
accumulation of savings. That statement shall add either "among its
members" or "among its savings account holders" and may also add "and
(c) For the loaning of the money accumulated, with the interest
and earnings thereon. The statement shall add either "to its members"
or "to its savings account holders" and the statement may also add
"and to others."
(d) For the repayment subject to the provisions of this division
and any act amendatory thereof or supplementary thereto of the
savings and interest to each savings account holder whenever the
savings account holder desires to withdraw the same, or when the
association desires to repay the same.
(e) In the case of a stock association, for the purpose of issuing
capital stock and savings accounts.
(f) In the case of a mutual association, for the purpose of
accumulating capital by the issuance of savings accounts and to grant
holders of savings accounts the right to be a member of the
association with entitlement to one vote for each one hundred dollars
($100) of the withdrawal value of each savings account to be voted
in person or by proxy to transact the business of the association.
(g) For any and all purposes specified in the Savings Association
Law with all the rights, powers, privileges and immunities as set
forth in that law.
The above provisions are in lieu of paragraph (1) of subdivision
(b) of Section 202 of the Corporations Code and may be supplemented
or modified with such provisions as the commissioner may approve.
The commissioner shall not approve any petition for
certificate of authority unless it is found from the data furnished
with the petition, the evidence adduced at the hearing, if one is
held, and official records, that the prerequisites of this division
have been complied with and that:
(a) The character, responsibility, financial resources, and
general fitness of the persons named in the petition warrant belief
that the business of the proposed association will be honestly and
efficiently conducted in accordance with the intent and purpose of
this division and that the proposed association will have qualified
(b) There is a public need for the proposed association and the
business plan, and the anticipated volume of business of the proposed
association indicates a profitable operation.
(a) The commissioner shall, within a reasonable time after
the petition is filed, or within a reasonable time after the hearing,
if one is held, either approve or deny the petition for a
certificate of authority.
(b) If approved, the commissioner shall issue a certificate of
approval of the articles of incorporation of the association and
shall issue a notice of conditional approval of the petition for a
certificate of authority. Upon satisfaction of all of the conditions
in the notice, the commissioner shall execute and issue to the
association a certificate of authority.
(c) If denied, upon written request of any petitioner, the
commissioner shall provide the statutory reason for denial. Denial of
the petition is a final decision and the petitioner shall not be
entitled to any further administrative remedy. The petitioner shall
discontinue the use of the reserved name and provide evidence to the
commissioner that the Secretary of State has been notified to release
the name reservation.
Upon issuance of a certificate of approval of articles of
incorporation to a proposed association, the commissioner shall
attach the original signed copy of the certificate of approval to the
original signed copy of the articles and deliver it to the proposed
association for filing with the Secretary of State. Corporate
existence shall begin on the date of filing of the articles with the
Secretary of State. Prior to the date the commissioner issues the
association a certificate of authority, the activities of the
association shall be limited to completing its organization
activities and the association shall not open its office for
transacting business with the public.
The articles of incorporation of a proposed association shall
not be filed in the office of the Secretary of State unless a
certificate of approval of the articles of incorporation issued by
the commissioner is attached thereto.
Within 30 days after the corporate existence of an
association begins, the directors of the association shall hold an
organization meeting and shall elect officers pursuant to the
provisions of this division and the bylaws. At the organization
meeting, the directors shall take any other action that is
appropriate in connection with the organization of the association.
The commissioner may extend by order the time within which the
organization meeting shall be held.