New York Banking Law

Article 5-B
License for a foreign banking corporation to maintain a representative

                      
Section 
        221-a. Doing business without license prohibited.
        221-b. Definitions.
        221-c. Application for license; fees.
        221-d. Conditions precedent to issuing license; procedure where
                 application denied.
        221-e. License provisions.
        221-f. Grounds for suspension or revocation of license;
                 procedure.
        221-g. Superintendent authorized to examine; expenses.
        221-h. Licensee`s books and records; reports.
        221-i. Notice of acquisition of control or merger.
        221-j. Authority of superintendent.
        221-k. Separability of provisions.

  S 221-a. Doing business without license prohibited.
  1. No person, co-partnership, association, corporation or other entity
shall establish, maintain or use one or more offices in this state as
the representative of one or more foreign banking corporations unless
the foreign banking corporation to be represented has first obtained a
license from the superintendent of banks. Entities lawfully registered
pursuant to this article on or before September first, nineteen hundred
ninety-two shall be deemed licensed pursuant to this section until
September first, nineteen hundred ninety-four, provided however that the
superintendent may require the submission of any additional documents or
materials relating to the business activities of the registrant as he or
she may deem necessary or appropriate.
  2. Upon receipt of a license, the foreign banking corporation may
establish one or more representative offices in this state which shall
be subject to examination whenever in the superintendent`s judgment such
examination is necessary or advisable.
  3. Such office shall be limited to conducting the following
activities: solicitation of loans and in connection therewith, assembly
of credit information, making of property inspections and appraisals,
securing of title information, preparation of applications for loans
including making recommendations with respect to action thereon,
solicitation of investors to purchase loans from the bank, the search
for such investors to contract with the bank for the servicing of such
loans; solicitation of new business and conduct of research. Any other
activity which the foreign banking corporation seeks to conduct at such
office, shall be subject to the prior written approval of the
superintendent by general regulation or upon application in such form as
the superintendent may prescribe.

  S 221-b. Definitions. 1. Banking institution. The term "banking
institution", when used in this article, shall mean any entity
authorized by its charter to accept deposits and to make loans.
	2. Foreign banking corporation. The term "foreign banking
corporation", when used in this article, shall mean any banking
institution organized under the laws of any jurisdiction other than the
United States, any state of the United States or Puerto Rico.
  3. Representative. The term "representative" shall mean any person or
entity engaging in any activity in this state for or on behalf of a
foreign banking corporation, provided that such activity is not
otherwise permitted by law.
  4. The superintendent shall be authorized to exempt from the above
definitions such additional persons, entities, activities or classes
thereof which shall be deemed appropriate in order to effectuate the
purposes of this article.

  S 221-c. Application for license; fees. The application for such
license shall be in writing under oath and shall contain the information
required by and be in the form prescribed by the superintendent. As part
of the application, the foreign banking corporation shall appoint the
superintendent or his or her successor as agent for service of process
in connection with any action or proceeding against the foreign banking
corporation relating to any cause of action which may arise out of a
transaction with its representative office, with the same force and
effect as if it were a domestic corporation and had been lawfully served
with process in this state. At the time of making such application, the
applicant shall pay to the superintendent as an investigation fee the
sum of two hundred fifty dollars.

S 221-d. Conditions precedent to issuing license; procedure where
application denied. Upon the filing of an application for a license, if
the superintendent shall find that the financial responsibility,
experience, character, and general fitness of the foreign banking
corporation and its representative are such as to command the confidence
of the community and to warrant belief that the representative will
operate honestly, fairly, and efficiently within the purpose and intent
of this article, a license shall thereupon be issued in duplicate to
conduct the activity described in section 221-a of this article in
accordance with the provisions of this article. If the superintendent
shall not so find, the license shall not be issued, and the applicant
shall be notified of the denial. The superintendent shall transmit one
copy of such license to the applicant and file another in the office of
the banking department. Such license shall remain in full force and
effect until it is surrendered by the licensee or revoked or suspended
as hereinafter provided. The superintendent shall approve or deny every
application for a license hereunder within ninety days from the filing
thereof provided, however, that failure to act within the prescribed
period shall not be deemed approval of any such application.

  S 221-e. License provisions. Each license issued under this article
shall state the address or addresses at which a representative is to be
located and shall state fully the name of the licensee. Such license
shall not be transferable or assignable. In the event the location of
the representative shall be changed, the licensee shall forthwith notify
the superintendent who shall thereupon without charge attach to the
license an amendment certificate setting forth such changed location.

Article 5-B, Continued . . .

 
  S 221-f. Grounds for suspension or revocation of license; procedure.
1. The superintendent may revoke any license issued hereunder if it
shall be found that:
  (a) The licensee or its representative has violated any provision of
this article, or of any rule or regulation made by the superintendent
under and within the authority of this article or of any other law, rule
or regulation of this state.
  (b) Any fact or condition exists which, if it had existed at the time
of the original application for such license, would have warranted the
superintendent in refusing originally to issue such license.
  2. The superintendent may, on good cause shown, suspend any license
for a period not exceeding thirty days, pending investigation.
  3. Except as provided in subdivision two of this section, no license
shall be revoked or suspended except after notice and a hearing thereon.
  4. Any licensee may surrender any license by delivering to the
superintendent written notice that it thereby surrenders such license,
but such surrender shall not affect such licensee`s civil or criminal
liability for acts committed prior to such surrender.
  5. Every license issued hereunder shall remain in force and effect
until the same shall have been surrendered, revoked or suspended in
accordance with the provisions of this article, but the superintendent
shall have authority to reinstate a suspended license or to issue a new
license to a licensee whose license shall have been revoked if no fact
or condition then exists which would have warranted the superintendent
in refusing originally to issue such license under this article.
  6. Whenever the superintendent shall revoke or suspend a license
issued pursuant to this article, a written order shall be immediately
executed in duplicate to that effect. The superintendent shall file one
copy of such order in the office of the department of banking and shall
forthwith serve the other copy upon the licensee. Any such order may be
reviewed in the manner provided by article seventy-eight of the civil
practice law and rules. Such application for review as authorized by
this section must be made within thirty days from the date of such order
of suspension or revocation.

  S 221-g. Superintendent authorized to examine; expenses. For the
purpose of discovering violations of this article or securing
information lawfully required by him hereunder, the superintendent may
at any time, and as often as may be determined, either personally or by
a person duly designated by him, investigate the activities of
representatives of licensees and examine the books, accounts, records,
and files used in relation to those activities.  For that purpose the
superintendent and a duly designated representative (i) shall have free
access to the offices, books, accounts, papers, records, files, safes
and vaults of licensees and their representatives, and (ii) shall have
authority to require the attendance of and to examine under oath all
persons whose testimony may be required relative to the activities of a
representative. The expenses incurred in making any examination pursuant
to this section shall be assessed against and paid by the licensee so
examined, except that traveling and subsistence expenses so incurred
shall be charged against and paid by licensees in such proportions as
the superintendent shall deem just and reasonable, and such
proportionate charges shall be added to the assessment of the other
expenses incurred upon each examination. Upon written notice by the
superintendent of the total amount of such assessment, the licensee
shall become liable for and shall pay such assessment to the
superintendent.

  S 221-h. Licensee`s books and records; reports. A foreign banking
corporation licensed pursuant to this article shall keep or cause each
of its representatives to keep and use such books, accounts and records
as will enable the superintendent to determine whether the
representative is complying with the provisions of this article and with
the rules and regulations lawfully made by the superintendent. Such
books, accounts and records shall be preserved for at least three years;
provided however, that preservation by photographic reproduction thereof
or records in photographic form shall constitute compliance with the
requirements of this section.

  The superintendent may require such regular or special reports as may
be deemed necessary to the proper supervision of licensees under this
article. Such additional reports shall be in the form prescribed by the
superintendent and shall be subscribed and affirmed as true under the
penalties of perjury.

  S 221-i. Notice of acquisition of control or merger. 1.  A foreign
banking corporation licensed pursuant to this article to maintain a
representative office in this state shall file with the superintendent a
notice, in such form and containing such information as the
superintendent may prescribe, no later than fourteen calendar days after
such foreign banking corporation becomes aware of any acquisition of
control of such corporation or merges with another foreign banking
corporation.
  2. Control, for purposes of this section, means any person or entity,
or group of persons or entities acting in concert, directly or
indirectly, owning, controlling, or holding with power to vote,
twenty-five percent or more of any class of voting stock of such foreign
banking corporation, or having the ability in any manner to elect a
majority of the directors of such foreign banking corporation, or
otherwise exercising a controlling influence over the management and
policies of such foreign banking corporation as defined by the
superintendent by regulation.

  S 221-j. Authority of superintendent. The superintendent is hereby
authorized and empowered to promulgate, in addition hereto and not
inconsistent herewith, such general rules and regulations, definitions,
and such specific rulings, demands and findings as may be deemed
necessary for the proper conduct of the business authorized and licensed
hereunder and for the enforcement of this article.

  S 221-k. Separability of provisions. If any provision of this article,
or the application of such provision to any person, entity or
circumstance, shall be held invalid, the remainder of the article, and
the application of such provision to persons, entities or circumstances
other than those as to which it is held invalid, shall not be affected
thereby.