Chapters

CHAPTER 412 [CODE OF FINANCIAL INSTITUTIONS]

Contents 412:1-100 Short title 412:1-101 Purpose 412:1-102 Scope and application of chapter 412:1-103 Application to existing financial institutions 412:1-104 Names 412:1-105 Deposits 412:1-106 Headings; references 412:1-107 Particular provisions prevail 412:1-108 Jurisdiction conferred upon circuit court 412:1-109 Definitions 412:2-100 Commissioner of financial institutions; division of financial institutions 412:2-100.5 Powers of the commissioner 412:2-101 Deputy commissioner, acting commissioner 412:2-102 Examiners and other personnel 412:2-103 Disqualifications 412:2-104 Confidentiality of information possessed by commissioner 412:2-105 Fees 412:2-105.1 Hawaii financial institutions; fees; penalty 412:2-105.2 Hawaii financial institutions; assessments; fees; penalty 412:2-106 Public or private hearings 412:2-107 Rules 412:2-108 Alternative mortgage loans rules 412:2-109 Compliance resolution fund; financial institution examiners 412:2-110 Emergency applications 412:2-111 Commissioner's power to subpoena 412:2-200 Examinations 412:2-201 Use of federal examinations 412:2-300 Enforcement actions 412:2-301 Joint enforcement with federal regulatory agency 412:2-302 Cease and desist orders; grounds for issuance 412:2-303 Permanent cease and desist orders; procedure; hearing; enforcement 412:2-304 Temporary cease and desist orders; effective date; hearing; enforcement 412:2-305 Consent cease and desist orders 412:2-306 Removal or prohibition of institution-affiliated party; grounds 412:2-307 Removal or prohibition of institution-affiliated party; procedure; hearing; enforcement 412:2-308 Order of immediate suspension; procedure; effective date; hearing; enforcement 412:2-309 Consent order of removal or prohibition 412:2-310 Removal, prohibition, or suspension; effect of order 412:2-311 Suspension or revocation of charter or license 412:2-312 Suspension or revocation; procedure; hearing; enforcement 412:2-313 Consent suspension and revocation order 412:2-314 Action to correct capital and surplus impairment 412:2-315 National or state emergencies 412:2-400 Grounds for appointment of conservator or receiver 412:2-401 Appointment of conservator or receiver; judicial review 412:2-402 Additional grounds for appointment 412:2-403 Who may serve as conservator or receiver 412:2-404 Federal insurer as conservator or receiver; subrogation 412:2-405 Removal or replacement of conservator or receiver 412:2-406 Compensation and expenses of conservator or receiver 412:2-407 Stay of judicial proceedings 412:2-408 Duties and powers of conservator 412:2-409 Conservator's segregation of deposits 412:2-410 Supervised reorganization 412:2-411 Termination of conservatorship 412:2-412 Duties and powers of receiver 412:2-413 No interest on deposits of an institution in receivership 412:2-414 Optional court supervision 412:2-415 Notice of receivership; filing of claims 412:2-416 Liquidation by receiver; priority of claims 412:2-417 Final accounting and discharge 412:2-418 Transfer of assets in contemplation of insolvency void 412:2-419 Treatment of lessors 412:2-420 Claims for wrongful termination of employment 412:2-421 Bailments and safe deposit boxes in receivership 412:2-500 Definitions 412:2-501 Commissioner's determination of failing institution 412:2-502 Solicitation of purchasers 412:2-503 Applications to purchase 412:2-504 Granting of application; criteria for approval 412:2-505 Waiver of statewide concentration limits under the Bank Holding Company Act of 1956, as amended 412:2-506 Charter or license 412:2-507 Expedited approvals 412:2-508 Provisional approval to organize 412:2-509 Effect of merger or acquisition on prior business, title and obligations 412:2-510 Commissioner's powers 412:2-511 Modification of time periods 412:2-512 Repealed 412:2-600 Applicability of part 412:2-601 Violation of chapter 412:2-602 Copying records of Hawaii financial institutions 412:2-603 Disclosures of records of Hawaii financial institutions 412:2-604 Concealment 412:2-605 Repealed 412:2-606 Witness; failure to testify or produce records 412:2-606.5 Financial institution name fraud 412:2-607 Deception; false statements 412:2-608 Misapplication of funds 412:2-609 Imposition of administrative fines; assessment 412:2-609.5 Imposition of administrative fines on persons who are not Hawaii financial institutions; assessment 412:2-610 Compromise or modification of administrative fines; 412:2-611 Action to recover administrative fines; deposit to compliance resolution fund 412:3-100 Applicability of this part 412:3-101 Name of financial institution 412:3-102 Change of name 412:3-103 Repealed 412:3-104 Qualifications of directors 412:3-105 Election and appointment of executive officers 412:3-106 Residency of chief executive officer 412:3-107 Meetings of the board 412:3-108 Generally accepted accounting principles 412:3-109 Charging down assets 412:3-110 Holding of assets 412:3-111 Maintenance of books and records 412:3-111.5 Request for information by the commissioner 412:3-112 Submissions to commissioner 412:3-113 Repealed 412:3-114 Duty to report illegal acts 412:3-114.5 Mandatory reporting of suspected financial abuse of an elder 412:3-115 Repealed 412:3-200 Applicability of part 412:3-201 Application for preliminary approval to organize a financial institution 412:3-202 Additional requirements for holding company 412:3-203 Deferral of application requirements 412:3-204 Publication of notice 412:3-205 Informational and comment proceeding on application 412:3-206 Grant of preliminary approval to organize a financial institution 412:3-207 Denial of preliminary approval to organize 412:3-208 Repealed 412:3-209 Paid-in capital and surplus 412:3-210 Repealed 412:3-211 Time limit to complete organization 412:3-212 Final application for charter or license 412:3-213 Denial of charter or license 412:3-300 Applicability of part 412:3-301 Application for license 412:3-302 Publication of notice 412:3-303 Informational and comment proceeding 412:3-304 Grant of approval 412:3-305 Denial of license 412:3-306 Paid-in capital and surplus 412:3-400 Applicability of part 412:3-401 Applicability of Hawaii Business Corporation Act 412:3-402 Capital stock 412:3-403 Dividends and other capital distributions 412:3-500 Prohibition of business at unauthorized locations 412:3-501 Authorized places of business 412:3-502 Foreign financial institution 412:3-503 Opening or relocating principal office, branch, or agency 412:3-504 Notice and deadline for opening or relocating principal office, branch, or agency 412:3-505 Opening or relocating out-of-state branch or agency 412:3-506 Opening or relocating a support facility 412:3-507 Closing branch or agency; temporary closures and relocations 412:3-508 Closing a support facility 412:3-509 Out-of-state branch or agency 412:3-600 Applicability of this part 412:3-601 No conversions, mergers, consolidations, acquisitions, assumptions, voluntary cessations of 412:3-602 Definitions 412:3-603 Procedure for applications pursuant to this part 412:3-604 Shareholder or member vote 412:3-605 Notice to credit union member 412:3-606 Conversion from State to comparable federal financial institution 412:3-607 Conversion from federal to comparable Hawaii financial institution 412:3-608 Conversion to another type of financial institution 412:3-609 Merger or consolidation of Hawaii financial institutions 412:3-610 Effect of conversion, merger, or consolidation 412:3-611 Merger or consolidation of financial institution holding companies 412:3-612 Acquisition of control of financial institution or financial institution holding company 412:3-613 Sale or acquisition of assets and transfer or assumption of liabilities 412:3-614 Sale or transfer of charter or license prohibited 412:3-615 Nonconforming assets or business 412:3-616 Authority for expedited conversion, merger, consolidation, acquisition, or assumption 412:3-617 Voluntary cessation of business; dissolution 412:3-618 Injunctions 412:4-100 Law applicable 412:4-101 Forms of deposit 412:4-102 Deposit account statements 412:4-103 Statements presumed correct after one year; statute of limitations 412:4-104 Federal deposit insurance required 412:4-105 Accounts held in more than one name 412:4-106 Fiduciary accounts 412:4-107 Accounts of minors 412:4-108 No notice of incapacity 412:4-109 Checks drawn or transfers or withdrawals made by authorized persons 412:4-110 Checks drawn or transfers or withdrawals made by intoxicated persons 412:4-111 Accounts of deceased nonresidents 412:4-112 Pledging of assets 412:5-100 Definition 412:5-101 Necessity for bank charter 412:5-200 General powers 412:5-201 Powers granted under federal law 412:5-202 Membership in federal banks 412:5-203 Operating subsidiaries 412:5-204 Acceptances of drafts and bills of exchange 412:5-205 Authority to engage in trust business 412:5-205.5 Insurance and annuities powers 412:5-205.6 Requirements of banks engaging in insurance activities 412:5-205.7 Securities powers 412:5-206 International banking facilities 412:5-300 Applicability of part 412:5-301 General requirements for loans 412:5-302 Limitations on loans and extensions of credit to one borrower 412:5-303 Loans to executive officers, directors, principal shareholders and affiliates 412:5-304 General requirement for investments 412:5-305 Permitted investments 412:5-306 Deposits made by banks 412:5-400 Definitions 412:5-401 Required approval 412:5-402 Procedure to obtain approval 412:5-403 Examination and regulation 412:5-404 Termination of authority of intra-Pacific bank 412:5-405 Termination of authority of intra-Pacific bank holding company 412:5-406 Paid-in capital and surplus 412:5-407 Same powers and duties as banks 412:5A-100 Applicability of other provisions of this chapter 412:5A-200 Scope and definitions 412:5A-201 Application; fee; approval 412:5A-202 Majority ownership by bank 412:5A-203 Paid-in capital and surplus 412:5A-204 Prohibition of business in United States 412:5A-205 Powers and duties 412:5A-206 Acceptance of deposits and reserves 412:5A-207 Deposit of corporate funds 412:5A-208 Limitation on investments 412:5A-209 Acquisition of stock in competing corporation 412:5A-210 Acquisition of stock to save a loss 412:5A-211 Prohibited corporate activities 412:5A-212 Improper discounting of loans 412:5A-213 Improper fixing of commodity prices 412:5A-214 Misrepresentation of state liability for bonds 412:5A-300 to 316 Repealed 412:6-100 Definition 412:6-101 Necessity for savings bank charter 412:6-200 General powers 412:6-201 Powers granted under federal law 412:6-202 Membership in federal home loan bank 412:6-203 Service corporations 412:6-204 Operating subsidiaries 412:6-300 Applicability of part 412:6-301 General requirements for loans 412:6-302 Requirements and limits for certain loans 412:6-303 Limitations on loans and extensions of credit to one borrower 412:6-304 Loans and extensions of credit to executive officers, directors, principal shareholders and 412:6-305 General requirement for investments 412:6-306 Permitted investments 412:6-307 Deposits made by savings banks 412:7-100 Definition 412:7-101 Necessity for savings and loan association charter 412:7-200 General powers 412:7-201 Powers granted under federal law 412:7-202 Membership in federal home loan bank 412:7-203 Service corporations 412:7-204 Operating subsidiaries 412:7-300 Applicability of part 412:7-301 General requirements for loans 412:7-302 Requirements and limits for certain loans 412:7-303 Limitations on loans and extensions of credit to one borrower 412:7-304 Loans and extensions of credit to executive officers, directors, principal shareholders and 412:7-305 General requirement for investments 412:7-306 Permitted investments 412:7-307 Deposits made by savings and loan associations 412:7-400 to 408 Repealed 412:8-100 Applicability of article 412:8-101 Definitions 412:8-102 Necessity for trust company charter 412:8-103 Authority to serve as trustee 412:8-200 General powers 412:8-201 Fiduciary powers 412:8-202 Acting as agent 412:8-203 Use of nominees 412:8-204 Agreement between trust companies and banks 412:8-300 Applicability of part 412:8-301 Permitted investments of capital and surplus 412:8-302 Deposits made by trust companies 412:8-400 General requirements 412:8-401 Trust funds awaiting investment 412:8-402 Common trust fund investments 412:8-403 Disclosure of fees 412:9-100 Definitions 412:9-101 Necessity for financial services loan company license 412:9-102 Annual license fee 412:9-103 Display of license 412:9-200 General powers 412:9-201 Powers that require regulatory approval 412:9-202 Prohibitions 412:9-300 General requirements for loans and extensions of credit 412:9-301 Interest computation methods 412:9-302 Interest rates 412:9-303 Effect of excessive interest 412:9-304 Consumer loan charges 412:9-305 Open-end consumer loans 412:9-306 Refunds on prepayment of a precomputed loan 412:9-307 Fraction of a month 412:9-308 Repayment terms 412:9-309 Assignments, sale or pledge of loans 412:9-400 Special powers of a depository financial services loan company 412:9-401 Required reserve for a depository financial services loan company 412:9-402 Membership in federal home loan bank 412:9-403 Service corporations 412:9-404 Limitations on loans and extensions of credit to one borrower 412:9-405 Loans and extensions of credit fully secured by real property 412:9-406 Repealed 412:9-407 Limits on transactions with affiliates, executive officers, directors or principal shareholders 412:9-408 General requirement for investments 412:9-409 Permitted investments 412:9-410 Deposits made by depository financial services loan companies 412:9-500 Prohibitions 412:9‑501 Registration of nondepository financial services loan companies with NMLS 412:10-100 Definitions 412:10-101 Necessity for credit union charter 412:10-102 Capital stock or surplus 412:10-103 Application for charter 412:10-104 Articles and bylaws 412:10-105 Disclosure of information 412:10-106 Deposit and share insurance 412:10-107 Grant of approval 412:10-108 Denial of charter 412:10-109 Membership 412:10-110 Membership meetings 412:10-111 Voting 412:10-112 Board of directors 412:10-113 No compensation of directors or committee members 412:10-114 Credit committee 412:10-115 Credit manager 412:10-116 Loan officers 412:10-117 Supervisory committee 412:10-118 Record of officials 412:10-119 Conflicts of interest 412:10-120 Suspension or removal of officials 412:10-121 Central credit unions 412:10-122 Taxation 412:10-123 Fiscal year 412:10-124 Conducting business outside this State 412:10-125 Credit union advisory board 412:10-200 General powers 412:10-201 Powers granted under federal law 412:10-202 Credit union service organizations 412:10-203 Sale or purchase of obligations or notes 412:10-204 Sale or purchase of assets 412:10-300 Applicability of other provisions of this chapter 412:10-301 Share accounts and membership shares 412:10-302 Dividends 412:10-303 Deposit accounts 412:10-304 Withdrawals 412:10-305 Minor accounts 412:10-306 Joint accounts 412:10-307 Trust accounts 412:10-308 Payable-on-death accounts 412:10-309 Liens 412:10-310 Dormant accounts 412:10-400 Applicability of part 412:10-401 General requirements for loans 412:10-402 Loans to members 412:10-403 Interest rates 412:10-404 Other charges 412:10-405 Applications 412:10-406 Prepayment of loan 412:10-407 Limitations on obligations of one borrower 412:10-408 Loans to officials 412:10-409 Real estate mortgage loans 412:10-410 Lines of credit 412:10-411 Loans to other credit unions 412:10-412 Participation loans 412:10-413 Other loan programs 412:10-500 Applicability of part 412:10-501 General requirement for investments 412:10-502 Permitted investments 412:10-503 Deposits made by credit unions 412:10-600 Regular reserve 412:10-601 Special reserves 412:10-602 Risk assets 412:10-700 Insurance for members 412:10-701 Liability insurance for officers 412:10-702 Group purchasing 412:10-703 Money-type instruments 412:10-704 Retirement accounts 412:10-800 Application of part 412:10-801 Purposes 412:10-802 Membership 412:10-803 Organization 412:10-804 Management and operation of corporate credit union 412:10-805 Powers 412:10-806 Participation in central system 412:10-807 Collection on loans to members 412:10-808 Meetings 412:11-100 Applicability of article 412:11-101 Registration and reporting of financial institution 412:11-102 Examination of financial institution holding company 412:11-103 Use of state or federal examinations 412:11-104 Service of process 412:11-105 Sanctions for failure to register or submit reports 412:11-106 Injunctions 412:12-100 Purpose 412:12-101 Definitions 412:12-102 Authority of Hawaii state banks to establish interstate branches by merger 412:12-103 Authority of Hawaii state banks to establish a de novo interstate branch or acquire an interstate 412:12-104 Authority of out-of-state banks to establish interstate branches in Hawaii by merger 412:12-105 Authority of out-of-state banks to establish a de novo interstate branch or acquire an interstate 412:12-106 No concentration limit under Hawaii state law; waiver of federal concentration limits 412:12-107 Powers; additional branches 412:12-108 Examinations; periodic reports; cooperative agreements; assessment of fees 412:12-109 Enforcement 412:12-110 Notice of subsequent merger, etc. 412:13-100 Title and purpose 412:13-101 Application to existing foreign banks 412:13-102 Definitions 412:13-200 Purpose 412:13-201 Branches and agencies of foreign banks; necessity of licensure 412:13-202 Application to establish and maintain a branch or agency; contents 412:13-203 Application to establish and maintain a branch or agency; manner of filing and determination 412:13-204 Denial of license 412:13-205 Amended license to establish and maintain a branch or agency 412:13-206 Application fees 412:13-207 No concurrent maintenance of federal branches or agencies 412:13-208 Powers of branch and agency 412:13-209 Filing of amendments to articles of incorporation 412:13-210 Separate assets 412:13-211 Disclosure of lack of deposit insurance 412:13-212 Limitations on payment of interest on deposits 412:13-213 Pledge of assets 412:13-214 Asset maintenance 412:13-215 Representative office of foreign banks; necessity of licensure 412:13-216 Representative office; application 412:13-217 Representative office; factors for approval of application 412:13-218 Representative office; permissible activities 412:13-219 Posting of license 412:13-220 Licenses not transferable 412:13-221 Change of control of foreign bank 412:13-222 Relocation of office; written application necessary 412:13-223 Examination; payment of fees 412:13-224 Supervision and enforcement 412:13-225 Reports 412:13-226 Books, accounts, and records 412:13-227 Voluntary closure of branch, agency, or representative office; application 412:13-228 Suspension or revocation of license; grounds; procedures 412:13-229 Immediate suspension or revocation 412:13-230 Seizure of foreign bank's property and business; liquidation 412:13-300 Purposes 412:13-301 Establishment of interstate branches in this State by out-of-state foreign banks 412:14-100 Automated teller machine fees

     §412:3-613  Sale or acquisition of assets and transfer or assumption of liabilities.  (a)  No Hawaii financial institution may sell, exchange, or otherwise dispose of all or substantially all of the financial institution's assets or business, or all or substantially all of the business of any of its branches, or, if not in the usual and regular course of business, all or substantially all of the assets or business of any of its departments, or may cause or permit the assumption of all or substantially all its liabilities, or any of its deposits, or may acquire all or substantially all of the assets or assume all or substantially all of the liabilities or assume any deposits of another company, unless the commissioner shall have given prior written approval to the acquisition or assumption, and only if the acquisition or assumption complies with this part.

     (b)  Whenever the transferring financial institution is a Hawaii financial institution, the sale or other disposition of its assets or business or the transfer of its deposits or liabilities subject to this section shall be effected pursuant to the procedures, conditions, and requirements of chapter 414 applicable to the sale of assets other than in the regular course of business; provided that the sale or assumption shall be approved by the shareholders or members of the transferring Hawaii financial institution at a meeting duly called and noticed and upon a vote which satisfies the requirements of section 412:3-604.  Notwithstanding the foregoing, the approval of the shareholders or members of the transferring institution shall not be required if the acquisition of all or substantially all of the assets or business, or the assumption of liabilities or deposits, of any of the transferring financial institution's departments or branches does not constitute an acquisition of all or substantially all of the assets or business, or assumption of all or substantially all of the liabilities or deposits, of the transferring financial institution.

     (c)  The participants in the transaction shall jointly file an application with the commissioner pursuant to section 412:3‑603 for approval of the plan of acquisition or assumption.  The application shall contain:

     (1)  The plan of acquisition or assumption which shall include, but not be limited to, the names and types of participants involved, the material terms of the transaction, and the provisions as to the manner in which the participants in the transaction will comply with all applicable federal and state law;

     (2)  A certificate signed by two executive officers of each of the participants in the transaction verifying that the attached copy of the resolution approving the plan of acquisition or assumption adopted by the board of directors of each of the participants in the transaction is true and correct; and

     (3)  Any other information that the commissioner may require.

     (d)  The commissioner may require notice to be given to the public as may seem appropriate.

     (e)  The commissioner shall approve the acquisition or assumption if it appears that:

     (1)  The depositors, beneficiaries, creditors, shareholders, or members, and other persons having any interest in the transferring financial institution will be adequately protected under the plan of acquisition or assumption;

     (2)  The amount paid for the acquisition or assumption was determined at arm's length, and does not appear to be fraudulent;

     (3)  The plan of acquisition or assumption does not adversely affect the stability of the acquiring or assuming participant if the participant is a Hawaii financial institution, and, if the sale is part of the liquidation of the transferring financial institution, provides for the orderly dissolution of the transferring institution in a manner consistent with law;

     (4)  If one or more of the participants in the transaction is subject to federal regulation, the participants will comply with all applicable federal laws;

     (5)  The overall experience, moral character, or integrity of the directors and executive officers of the acquiring or assuming participant is consistent with the interest of the depositors, beneficiaries, creditors, or shareholders of the acquiring or assuming participant, or in the public interest;

     (6)  The acquisition or assumption will not jeopardize the safety or soundness of any Hawaii financial institution which is a participant in the transaction, and is not otherwise contrary to the public interest;

     (7)  The proposed acquisition or assumption will not substantially lessen competition or tend to create a monopoly or restraint of trade in any section of the country that includes this State or a part thereof, or that any of these anti-competitive effects are clearly outweighed in the public interest by the probable effect of the acquisition or assumption in meeting the convenience and needs of the community to be served; and

     (8)  The plan of acquisition or assumption meets such other criteria as the commissioner may deem appropriate.

     (f)  Upon any required approval by the shareholders or members of the transferring financial institution, two executive officers of the institution shall deliver to the commissioner a certificate that the sale or assumption was duly approved by the shareholders or members of the transferring institution.  If the commissioner is satisfied that the participants in the transaction have complied with all applicable state and federal law with regard to the adoption of the plan of acquisition or assumption, the commissioner shall give written approval to the participants in the transaction to proceed with the plan to acquire or sell assets or to assume liabilities. [L 1993, c 350, pt of §1; am L 1998, c 39, §§6 to 8; am L 2002, c 40, §27]