Applications

Effective November 20, 2005, the Commissioner amended Section 501, Definitions, of the Applications Rule and repealed of Section 507, Application for Electronic Financial Terminal (EFT), from the Louisiana Administrative Code.  These actions make OFI’s Applications Rule consistent with LSA-R.S. 6:2 and eliminate the requirements for the establishment of an off-site EFT for state-chartered banks, savings and loan associations, and savings banks in order to create parity with federally-chartered financial institutions.

Therefore, notifications for the establishment or closure of EFTs are no longer required to be submitted to our Office as of November 20, 2005.

In addition, OFI’s Fee Rule was also amended to eliminate the fee charged for notification for an off-site electronic financial terminal machine (EFT). The final rule is contained in the Louisiana Register (Vol. 31, No. 11), dated November 20, 2005, pages 2893 – 2895.

OFI’s Electronic Financial Terminal Policy, [revised 12-13-06] regarding the establishment of an “off-site” EFT (automated teller machines, cash dispenser, scrip machines, automated loan machines, point of sale terminals, etc) has been revised as a result of the aforementioned changes to OFI’s Applications Rule.

Institutions are still required to ensure that any ownership of real estate related to the establishment and operation of an EFT is in compliance with this Office’s Investment in Real Estate for Business Purposes Policy, revised March 14, 2005.

If real estate property is owned by your institution and your Board decides that the property will not be utilized for future premises use, you should also refer to Part 362 of the FDIC’s Rules and Regulations for guidance relating to divestiture requirements.

Please contact Deputy Chief Examiner Tim Robichaux at (225) 922-0878 or via e-mail at trobichaux@ofi.la.gov if you have any questions regarding these changes.

A Louisiana State-chartered financial institution wishing to engage in any of the above mentioned activities should contact Deputy Chief Examiner Tim Robichaux at (225) 922-0878 for specific OFI requirements. The fee for the transaction is dependent upon the structure of the transaction.

Any national bank, or any federal savings and loan or savings bank, may convert to a state-chartered institution. This Office does not have an application for the conversion of a federally-chartered institution into a State charter. The conversion process is accomplished through a letter notification. Attached is a listing of the specific items we will need in order to evaluate the proposed conversion.

The following is a brief overview of the conversion process. The first step in the conversion process is the submission of a letter notification of the institution’s intent to convert. Additionally, the items contained in Attachment A should also be submitted at that time. Once this information is received, we will perform our initial review. If the information is found to be acceptable, we will then decide if an on-site examination is warranted. If an examination is deemed necessary, we will inform the institution of our requirements for the examination at that time. The examination may either be a targeted or full-scope examination of the institution, depending on the date and scope of the last examination.

Once it is determined that the applicant is in sound financial condition and no supervisory issues are pending, we will then make a final determination as to the proposed conversion. If conditional approval is granted, you will be notified so you can proceed with obtaining the necessary shareholder and director approvals. Once executed, the Articles of Incorporation should then be submitted to this Office for filing. After all conditions have been met, we will notify you that final approval is granted.

The cost for the conversion of a federally chartered institution into a State charter is $1,500. The fee is non-refundable and must accompany the notification of intent to convert. It is all-inclusive and covers the cost of processing said notification, the pre-conversion examination, if necessary, and the review of the Articles of Incorporation.

Should you have any questions or need clarification, please contact Deputy Chief Examiner Tim Robichaux at (225) 922-0878.

Attachment A

The following items will be required in connection with the proposed conversion:

1. A copy of any applications or notifications that you may file with the Federal Reserve Bank, the Office of Thrift Supervision, the Office of the Comptroller of the Currency, or the Federal Deposit Insurance Corporation, including any confidential or supplemental information which may be required by any of these agencies.
2. An opinion from the institution’s counsel that the proposed structure of the transaction is not in contravention of any state or federal statute.
3. A description of the institution’s future business plans. The description should be thorough and disclose any substantial changes in the corporate plan which may be contemplated. At a minimum, this disclosure should include any changes in directors or executive officers, any anticipated funding changes, any proposed change in the loan mix, any expansion plans, Management’s plans to become familiar with the state statutes and other rules and regulations, and a proforma financial statement which covers the next three years of operation.
4. The proposed legal name of the new institution.
5. The municipal address of the institution’s main office.
6. The municipal address and popular name of all branches, including any off-site electronic financial terminals. If any branches have been approved but are not yet opened, provide a list and the institution’s plans for these branches.
7. A “draft” copy of the proposed Articles of Incorporation and Bylaws.
8. A listing of all subsidiaries of the institution, including a description of the activities performed at each subsidiary.
9. A copy of the most recent Call Report.
10. A copy of the most recent CPA Audit and Management Letter.
11. An indication if fiduciary powers will be requested. If so, a separate application will be required.
12. Any persons who are not currently a Director or an Executive Officer, but who will be subsequent to the conversion must complete the attached financial statement form.
13. When appropriate, provide a copy of the notification letter submitted to the institution’s federal regulator giving notification of its intent to convert to a State charter.

The conversion of a state-chartered institution from the mutual form of ownership to a stock form requires the prior approval of the OFI. While no OFI application is required, the institution must file OTS Form AC with OFI, as well as pay a $1,500 filing fee. Should you have any specific questions on OFI requirements, please contact Deputy Chief Examiner Tim Robichaux at (225) 925-4660.

Attached is a copy of an internal check list which may benefit you in planning for a conversion.

The conversion of a state-chartered institution from the mutual form of ownership to a stock form requires the prior approval of the OFI. Attached is a copy of the application which must be completed in order to effect a conversion. Additionally, a $1,500 filing fee must be submitted at that time. Should you have any specific questions on OFI requirements, please contact Deputy Chief Examiner Tim Robichaux at (225) 925-4660.

Also attached is a copy of an internal check list which may benefit you in planning for a conversion.

Louisiana State-chartered financial institutions may receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations as an agent for any other financial institution. Conversely, any State-chartered financial institution may contract with another financial institution to act as agent on its behalf.

For specific OFI requirements please see the agency rule which details the requirements for engaging in agency activities. No application fee is required for this activity.

The prior approval of OFI is required for a financial institution to amend or restate its articles of incorporation. A draft copy of the proposed amendment should be sent to OFI for approval. Banks, savings banks, and savings and loan associations should refer to LSA-R.S. 6:231-233, 1271-1275 and 721.

The filing fee is $250 and must accompany the proposed amendment. This fee includes the filing of the proposed amendment as well as the executed copy. However, it does not cover the filing fees with the local recorder of mortgages.

Once a proposed amendment is filed with this office, the filing will be acknowledged in writing. We will then review the amendment to ensure that it does not reduce capital below an amount necessary for the safe and sound operation of the bank, and does not violate any provisions of law or regulation. If the amendment complies with these requirements, this Office will then issue an approval letter which will allow for the amendment to then be presented to the shareholders for their vote. If the amendment is agreed to by the statutorily required number of shareholders, the institution will then file the executed amendment, in proper form, with this Office. After review, we will then issue a letter of acceptance for filing which will allow you to file with the local recorder of mortgages.

In an effort to eliminate duplicative filings and create a small cost savings to our state-chartered financial institutions, this Office successfully sponsored HBs 225 and 329 during the recently completed 2003 Legislative Session.  As a result, state-chartered financial institutions will no longer be required to file such items as amendments to articles of incorporation, merger documents, articles of share exchange, etc. with the LA Secretary of State.  Filings need only be made with this Office and your local Clerk of Court’s office. 

If you have any questions, please contact Pam Skelton at (225) 925-4661 or pskelton@ofi.la.gov.

Each location of an institution, i.e. the main office, a branch, a LPO, a subsidiary, etc. must have a certificate of authority issued by OFI. Should the existing certificate become destroyed or is misplaced, the institution should notify OFI so that a replacement certificate can be issued. Should you need a replacement certificate, please contact Administrative Specialist Pam Skelton at (225) 925-4661 for specific instructions.