Three or more adult individuals, each of whom is a citizen of the United States, and at least one of whom is a citizen of this State, may act as incorporators to form a State bank or a trust company under this subtitle.
The incorporators shall sign and acknowledge two copies of articles of incorporation.
The articles of incorporation shall include:
The name and address of each incorporator;
A statement that:
Each incorporator is at least 18 years old;
Each incorporator is a citizen of the United States; and
At least one of the incorporators is a citizen of this State;
A statement that the incorporators are associating to form a State bank or a trust company under this subtitle;
The name of the State bank or trust company, which may not be similar in any material respect to the name of any other bank or trust company in this State;
The municipal area and county where the principal banking office of the State bank or trust company is to be located;
The number of directors and the names and residence addresses of those who will serve as directors until their successors are elected and qualify; and
As to its capital stock:
The total number of shares that the State bank or trust company has authority to issue;
The par value of the shares, which may not be less than $10 a share; and
The total par value of all shares.
The articles of incorporation may include:
Any provision that requires for any purpose the concurrence of a greater proportion of the votes of all classes or of any class of capital stock than the proportion required by this article for that purpose; and
Any provision that defines, limits, or denies the preemptive rights of stockholders to acquire additional stock of the State bank or trust company.
The incorporators shall file with the Commissioner for examination the two copies of the articles of incorporation.
The Commissioner shall investigate and determine if:
The articles are framed in accordance with law;
The character, responsibility, and general fitness of the incorporators and directors named in the articles command confidence and warrant belief that the business of the proposed commercial bank will be conducted honestly and efficiently, in accordance with the intent of this article; and
Allowing the proposed commercial bank to engage in business:
Will promote public convenience and advantage; and
Is expedient and desirable.
After the investigation, the Commissioner may require any change in the articles of incorporation that the Commissioner considers necessary.
Within 6 months after the articles are filed for examination, the Commissioner shall sign, date, and endorse each copy of the articles as “approved” or “refused”.
If formation of the commercial bank is refused, the Commissioner shall return one of the endorsed copies of the articles to the incorporators.
If formation of the commercial bank is approved, the Commissioner shall:
Return one of the endorsed copies of the articles to the incorporators; and
Keep and record one of the endorsed copies.
In this section, “executive officer” has the meaning stated in 12 C.F.R. § 215.2.
In connection with the filing of articles of incorporation of a commercial bank with the Commissioner, each incorporator, executive officer, and director of a proposed or incorporated commercial bank shall provide fingerprints for use by the Federal Bureau of Investigation and the Criminal Justice Information System Central Repository of the Department of Public Safety and Correctional Services to conduct criminal history records checks.
An individual required by this section to provide fingerprints shall pay any processing or other fee required by the Federal Bureau of Investigation or the Criminal Justice Information System Central Repository of the Department of Public Safety and Correctional Services.
If the Commissioner approves the articles of incorporation, the incorporators shall file for record one of the endorsed copies of the articles with the State Department of Assessments and Taxation.
Articles of incorporation that are filed for record are not effective unless the Commissioner has endorsed the articles as approved.
When articles of incorporation are filed for record in accordance with § 3-204 of this subtitle, the commercial bank becomes a corporation.
Notwithstanding any charter provision or provision of law, each commercial bank has the right to perpetual existence until forfeiture.
Except as otherwise provided in this article, a commercial bank has all of the general powers granted to Maryland corporations under the Maryland General Corporation Law.
In addition to the powers set forth elsewhere in this article, a commercial bank may:
Receive deposits of money on which interest may be paid;
Buy and sell coin and bullion;
Buy and sell foreign and domestic exchange;
Subject to § 3–604 of this title, accept drafts drawn on it;
Issue letters of credit that authorize the holder to draw drafts on it or on its correspondents payable at sight or at a time not exceeding 1 year;
Issue its debt instruments for money that is borrowed or received on deposit or for investment;
Lend money on personal security or on real or personal property;
Subject to § 3–605 of this title, become owner and lessor of personal property;
Subject to § 5–503 of this article, buy, hold, lease, and convey real property;
Pledge collateral to secure deposits of:
The federal government or its agencies; or
Any state or its political subdivisions;
Pledge securities to secure the money of an estate administered under the federal bankruptcy laws;
Without being deemed a branch of a depository institution affiliate, act in accordance with § 101(d) of the Riegle–Neal Interstate Banking and Branching Efficiency Act of 1994, as agent of any depository institution affiliate in:
Receiving deposits;
Renewing time deposits;
Closing loans;
Servicing loans; or
Receiving payments on loans and other obligations; and
Exercise all of the powers usual in carrying on a banking business.
In addition to the powers set forth elsewhere in this article, a trust company may:
Receive deposits of money, securities, and other personal property from any person;
Act as the agent of any foreign or Maryland corporation for any lawful purpose;
Act as the fiscal or transfer agent of any state, any political subdivision of any state, or any corporation;
Accept and execute any trust and any powers that are conferred on or entrusted to it in any manner, including any grant, assignment, transfer, devise, or bequest by any person or by order of a court;
Accept and hold trust property;
Act as trustee under a mortgage or bond issue of a corporation or political subdivision;
Act as personal representative of the estate of any deceased individual; and
Act as guardian, receiver, or trustee of the estate of any person under order or appointment of a court and as depositary of money paid to the court for the benefit of the person.
A commercial bank may not do business until it receives from the Commissioner a certificate of authority to do business.
Before the Commissioner issues a certificate to do business, the required capital stock and the required surplus shall be paid in full.
A commercial bank shall have required capital stock that equals at least:
$750,000, if it is in a municipal area with not more than 50,000 inhabitants; and
$1.5 million, if it is in a municipal area with more than 50,000 inhabitants.
A commercial bank shall have a surplus in an amount that equals at least 20 percent of its required capital stock.
Before a commercial bank establishes a branch, the commercial bank shall have capital stock and surplus as provided in this subsection.
For a branch that is to be located inside the municipal area of the principal banking office of the commercial bank, the commercial bank shall have capital stock and surplus that equal at least the sum of the amounts required by subsection (a) of this section.
For a branch that is to be located outside the municipal area of the principal banking office of the commercial bank, the commercial bank shall have capital stock and surplus that equal at least the sum of:
The amount required by subsection (a) of this section; and
$120,000, if it is in a municipal area with not more than 25,000 inhabitants;
$180,000, if it is in a municipal area with more than 25,000 and not more than 100,000 inhabitants;
$240,000, if it is in a municipal area with more than 100,000 and not more than 250,000 inhabitants; and
$900,000, if it is in a municipal area with more than 250,000 inhabitants.
Unless otherwise provided by law, the unimpaired capital and surplus of a commercial bank include its debt instruments issued under § 3–312 of this title.
Except as otherwise provided by law, payment for capital stock and surplus shall be in money and may not be in notes, securities, or property.
In this section, “receivership” means a proceeding in which:
The Commissioner takes possession of a nondepository trust company in accordance with § 5–601, § 5–602, or § 5–602.1 of this article; and
A receiver is appointed in accordance with § 5–605 of this article.
A nondepository trust company shall pledge securities or deliver a surety bond to the Commissioner, for the benefit of the Commissioner, to defray the costs of a receivership.
The amount of the securities or surety bond shall be determined by the Commissioner in an amount that the Commissioner deems appropriate to defray such costs, but in no event shall the amount exceed:
$1,000,000 for a nondepository trust company with a composite rating, using the Uniform Interagency Trust Rating System, of 1 or 2; or
$3,000,000 for a nondepository trust company with a composite rating, using the Uniform Interagency Trust Rating System, of 3, 4, or 5.
Subject to the provisions of Title 5, Subtitle 6 of this article, in the event of a receivership, the Commissioner or a receiver appointed under § 5–605 of this article may, without regard to any priorities, preferences, or adverse claims, reduce the pledged securities or the surety bond to cash and use the cash to defray the costs associated with the receivership.
If a nondepository trust company chooses to pledge securities to satisfy the requirement of subsection (b) of this section, the securities shall be held at a depository institution or a federal reserve bank approved by the Commissioner.
The Commissioner may specify the types of securities that may be pledged.
Any fees associated with holding pledged securities shall be the responsibility of the nondepository trust company.
Securities pledged by a nondepository trust company may not be assets relied on by the nondepository trust company to meet the minimum capital requirements of § 3–209 of this subtitle.
Any income earned on securities pledged by a nondepository trust company:
Shall be paid to the nondepository trust company; and
May not be held by the Commissioner.
If a nondepository trust company chooses to purchase a surety bond to satisfy the requirement of subsection (b) of this section, the surety bond shall be issued by a bonding company that:
Is authorized to do business in this State; and
Has a rating in one of the three highest grades as determined by a national rating service.
The surety bond shall be in a form approved by the Commissioner.
A nondepository trust company may not obtain a surety bond from any affiliate, as defined in § 5–401 of this article.
After its articles of incorporation are filed for record and its required capital stock and surplus are paid in full, the commercial bank shall give to the Commissioner:
Notice that the commercial bank has complied with all of the applicable provisions of this title; and
A certified list of all of its stockholders, including their names and residence addresses and the number of shares of capital stock for which each paid.
The Commissioner shall examine the condition of the commercial bank to determine:
The name and residence of each director;
If the required capital stock and surplus are paid in full; and
If the commercial bank has complied with all other applicable provisions of this title.
If, after examination, it appears that the commercial bank lawfully is entitled to do business, the Commissioner shall issue the certificate of authority to do business.
If, after examination, it appears that the required capital stock and surplus have not been paid in full, the Commissioner may not issue the certificate of authority to do business.
If, after examination, the Commissioner has reason to believe that the stockholders formed the commercial bank for any purpose other than legitimate business under this article, the Commissioner, with the advice and consent of the Secretary of Labor, may withhold the certificate.
Any commercial bank may amend its charter, in any manner not inconsistent with law, as provided in this section.
A proposed amendment shall be approved at a meeting called for that purpose, by the affirmative vote of the holders of two thirds of the capital stock of the commercial bank.
If the proposed amendment is to authorize the issuance of preferred stock, the proposed amendment shall be approved by the affirmative vote of the holders of a majority of the capital stock of the commercial bank.
After an amendment is approved by the stockholders:
The president of the commercial bank and either its cashier or treasurer shall certify the amendment; and
The amendment shall be signed, filed with the Commissioner for examination, and, if approved by the Commissioner, filed for record as required for articles of incorporation.