TITLE 5

Banking

Banks and Trust Companies

CHAPTER 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES

Subchapter V. Limited Purpose Trust Companies


As used in this subchapter:

(1) "Affiliate" means a person that directly, or indirectly through 1 or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. "Control" means beneficial ownership directly, or indirectly through 1 or more intermediaries, of more than 50 per centum of the voting securities or partnership interests in any person other than an individual.

(2) "Loans" means consumer loans for personal, property or household purposes, mortgage loans and commercial loans other than to affiliates.

(3) "Located in the State" means, with respect to state chartered banks or trust companies, banks or trust companies created under the laws of this State and, with respect to national banking associations, banks or trust companies whose principal place of business is located in this State.

(4) "Trust company powers" means all of the powers, rights, privileges and franchises incident to a trust company established under subchapter IV of this chapter, except:

a. To receive deposits subject to check or to repayment upon presentation of a passbook, certificate or deposit or other evidence of debt, or upon request of the depositor; and

b. To make loans.

63 Del. Laws, c. 261, § 3.;

A corporation established under this subchapter shall be known as a limited purpose trust company. The Commissioner shall issue no certificate of public convenience and advantage with respect to any corporation proposed to be established under this chapter solely for the purpose of exercising trust company powers, excepting a corporation organized under this subchapter.

63 Del. Laws, c. 261, § 3.;

(a) With respect to a limited purpose trust company, the powers conferred by subchapter IV of this chapter or otherwise by law shall be limited solely to such powers as are necessary or incidental to the performance of trust company powers.

(b) No limited purpose trust company established under this subchapter may:

(1) Amend its articles of association, charter, certificate of incorporation or bylaws by addition to its corporate purpose or powers;

(2) Merge or consolidate, except with:

a. An affiliate or affiliates; or

b. A corporation or corporations established under this subchapter;

(3) Have more than a single office within this State open to the public for the conduct of its business; or

(4) Exercise any power of appointment in a manner inconsistent with § 3548 of Title 12.

63 Del. Laws, c. 261, § 3; 73 Del. Laws, c. 37, § 2.;

(a) Except as otherwise required by this subchapter, the organization of a limited purpose trust company shall be governed by subchapter II of this chapter, provided that:

(1) The articles of association of a limited purpose trust company shall specifically state that the formation of a limited purpose trust company is the purpose for which the subscribers thereto associate themselves;

(2) Any application for a certificate of public convenience and advantage made with respect to a limited purpose trust company shall plainly state on its face that the application is for such a certificate with respect to a limited purpose trust company and not for a certificate with respect to a bank or trust company; and

(3) Any certificate of public convenience and advantage issued by the Commissioner on such application shall similarly state on its face that such certificate approves the formation of a limited purpose trust company pursuant to this subchapter.

(b) The number of persons who associate themselves for the purpose of forming a limited purpose trust company shall be no less than 3, except to the extent otherwise provided in § 722 of this title for a trust company that is formed as a limited liability company.

63 Del. Laws, c. 261, § 3; 76 Del. Laws, c. 383, § 14.;

(a) In determining whether a certificate of public convenience and advantage shall be issued with respect to any limited purpose trust company, the Commissioner shall consider:

(1) The financial and managerial resources of the limited purpose trust company and whether it will have sufficient capital to support its business operations; provided however, that in no event shall the capital of the limited purpose trust company be less than that required by § 745 of this title;

(2) The future prospects of the limited purpose trust company;

(3) The financial history of affiliates of the limited purpose trust company, if any;

(4) Whether the organization of the limited purpose trust company may result in undue concentration of resources or substantial lessening of competition in this State; and

(5) The convenience and needs of the public and this State.

(b) No certificate of public convenience and advantage shall be issued with respect to any limited purpose trust company except on a finding:

(1) That the limited purpose trust company will be operated in a manner so as not to attract customers from the general public in this State to the substantial detriment of existing banks or trust companies located in this State other than corporations established under this subchapter, provided that such limited purpose trust company may be operated in a manner likely to attract and retain customers with whom it or any affiliate thereof have or have had business relations;

(2) That the limited purpose trust company itself, or together with its affiliates, will employ within 3 years of its commencement of business in this State at least 100 persons within this State; provided, that the Commissioner shall extend, upon request of the limited purpose trust company, the time within which to employ such 100 persons to a 4th year if 50 such persons are employed by the end of the 3rd year and thereafter to a 5th year for reasonable cause shown; provided however, that the requirements of this paragraph shall not apply to a limited purpose trust company established under this subchapter on or after January 1, 1996;

(3) That the limited purpose trust company itself, or together with its affiliates, has a total ownership equity of at least $25,000,000; provided, however, that the requirements of this paragraph shall not apply to a limited purpose trust company established under this subchapter on or after January 1, 1996;

(4) That the limited purpose trust company shall maintain its headquarters in this State; and

(5) That, pursuant to its application for such certificate, the limited purpose trust company has specifically agreed to be bound by the conditions set forth in this subchapter.

(c) Every corporation formed under this subchapter shall operate in compliance with the standards set forth in subsection (b) of this section; provided however, that any limited purpose trust company established under this subchapter before January 1, 1996, may file an application with the Commissioner for the waiver of either or both of the conditions specified in subsections (b)(2) and (3) of this section. Such application shall contain such information as the Commissioner may by regulation require, shall be accompanied by an investigation fee of $1,150 payable to the Office of the State Bank Commissioner and shall be approved by the Commissioner upon finding that the applicable provisions of law have been complied with. In determining whether to approve an application pursuant to this subsection, the Commissioner shall consider the convenience and needs of the public of this State and, in the case of an application to waive the requirement of subsection (b)(3) of this section, whether the limited purpose trust company will have sufficient capital to support its business operations; provided however, that in no event shall the capital of the limited purpose trust company be less than that required by § 745 of this title.

63 Del. Laws, c. 261, § 3; 70 Del. Laws, c. 327, §§ 6-10; 71 Del. Laws, c. 254, § 9.;

If any limited purpose trust company is found by the Commissioner to have violated any condition of § 777(c) of this title or to have exercised powers beyond those conferred by § 775 of this title, the Commissioner shall issue an order pursuant to § 136 of this title to cease and desist such violation by a date certain. Upon a finding that the limited purpose trust company has not complied with such order, the Commissioner shall take such steps as set forth in § 131 of this title as regards violations of this Code.

63 Del. Laws, c. 261, § 3.;

To the extent not inconsistent with the object, purpose, and provisions of this subchapter, a limited purpose trust company shall be subject to any section of this Code or any other statute or law of this State applicable to trust companies.

63 Del. Laws, c. 261, § 3; 68 Del. Laws, c. 303, § 14.;