Title 5, Banking

§ 1505. Corporate name. No corporation formed under this chapter shall use the words “savings” or “trust” in its title or name.70 Del. Laws, c. 112, § 77;

§ 1510. Incorporators. Any person, partnership, association or corporation, singly or jointly with others, and without regard to that entity’s residence, domicile or state of incorporation, may, upon the execution of written articles of association and upon compliance with this c…

§ 1511. Articles of association; contents and execution. (a) The articles of association of a credit card institution shall be executed by the incorporator(s), shall be acknowledged and shall set forth the intention of forming a corporation under this chapter, and shall specifica…

§ 1512. Notice of intention to incorporate; publication. Notice of the intention of the incorporator(s) to form a credit card institution shall be given to the State Bank Commissioner, and a notice in such form as the Commissioner shall approve shall be published at least once a …

§ 1513. Application for certificate of public convenience and advantage. Within 60 days after the second publication of the notice of intention to incorporate but not before the expiration of 20 days from the date of the second publication, the incorporator(s) shall apply to the …

§ 1514. Determination of public convenience. Upon the application for a certificate that public convenience and advantage will be promoted by the establishment of the credit card institution, the State Bank Commissioner shall consider and determine whether public convenience and …

§ 1515. Organizational meeting; notice; proceedings. At the organizational meeting or at any adjournment thereof, the incorporator(s) shall appoint a temporary secretary, adopt bylaws and elect, in such matter as the bylaws may determine, directors, a president, a secretary and s…

§ 1516. Articles of organization — Contents. The president and a majority of the directors elected at the organizational meeting shall make, sign and make oath to, a certificate (hereinafter called “articles of organization” setting forth: A true copy of the articles of associati…

§ 1517. Same — Approval. The articles of organization, together with the records of the proposed corporation, shall be submitted to the State Bank Commissioner. The Commissioner shall examine the same, and may require such amendment thereof or such additional information as the C…

§ 1518. Same — Filing. The articles of organization with the endorsement of the State Bank Commissioner shall, within 30 days after the date of the endorsement, be filed in the office of the Secretary of State.70 Del. Laws, c. 112, § 77;

§ 1519. Certificate of incorporation. (a) Upon the filing of the articles of organization as required by § 1518 of this title, the Secretary of State shall issue a certificate of incorporation in the following form: STATE OF DELAWARE Be it known that whereas (the name of the inco…

§ 1520. Commencement of corporate existence. Upon the issuance of the certificate of incorporation by the Secretary of State and the recording of the certificate and articles of organization as provided in § 1519 of this title, the incorporator(s) named in the certificate, any su…

§ 1521. Certificate authorizing transaction of business. A certified copy of the certificate of incorporation and of the articles of organization and the endorsement of the approval of the State Bank Commissioner shall be filed with the State Bank Commissioner; and when the whole…

§ 1522. Revocation of charter for failure to commence business within 6 months. Every corporation created under this chapter shall within 6 months from the date of its incorporation be actively engaged in the business for which it was created or its certificate of incorporation a…

§ 1523. Fees. (a) The following fees shall be collected by and paid to the Secretary of State, for the use of the State: For making and issuing the certificate of incorporation, $10; for making the certified copy of the articles of organization, $10; for making the certified copy…

§ 1530. Bylaws. A corporation established under this chapter may adopt bylaws for the proper management of its affairs, and may establish regulations controlling the assignment and transfer of its shares. The first set of bylaws shall be adopted at the organizational meeting, as …

§ 1531. Directors. (a) The business of every corporation organized under this chapter shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as may be specified in the articles of association, but in no case shall th…

§ 1532. Stockholders’ meetings. (a) Meetings of stockholders (except the meeting of incorporators referred to in § 1515 of this title) shall be held at such place either within or without this State as may be designated by or in the manner provided in the bylaws or if not so desi…

§ 1533. Voting rights of stockholders. Each stockholder shall at every meeting of the stockholders be entitled to 1 vote in person or by proxy for each share of the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shall …

§ 1534. Par value of capital stock; payment for and issuance thereof; increase and reduction in such stock. The capital stock shall be divided into shares of a stated par value. No business shall be transacted by the corporation until the whole amount of its capital stock is subs…

§ 1535. Stockholders’ liability. The private property of the stockholders shall not be subject to the payment of the corporate debts unless expressly otherwise provided in the articles of association.70 Del. Laws, c. 112, § 77;

§ 1536. Dividends. The directors of a credit card institution may declare dividends on common or preferred stock of so much of the net profits of the corporation as they shall judge expedient; but the corporation shall, before the declaration of a dividend from the net profits, c…

§ 1537. Amendment of charter or certificate of incorporation. (a) Credit card institutions created by or under this Code shall hereafter amend their charters or certificates of incorporation by and under this section. (b) Any credit card institution created under this chapter may…

§ 1538. Merger and consolidation — Authorized; procedure. Subject to § 1539 of this title, no corporation created under this chapter may merge or consolidate with any other corporation or entity except that any 2 or more corporations created under this chapter may merge or consol…

§ 1539. Same — Acquisition of assets and assumption of liabilities; Commissioner’s approval; title to property. (a) No corporation organized under this chapter shall merge or consolidate with any other such corporation and no one shall take over any substantial portion of the ass…

§ 1541. Powers and limitations. (a) Any corporation formed under this chapter may engage only in the business of credit card operations and accepting deposits of money, as described in this section. In engaging in such business, such corporations may exercise only the powers desc…

§ 1542. Office in State. Every credit card institution shall have a single office in this State that accepts deposits. At such office, the corporation shall maintain such records and books of accounts as the State Bank Commissioner may by regulation require and shall employ such …

§ 1543. Revocation of authority to transact business. (a) Upon determining that any corporation organized under this chapter is engaging in any activity not permitted by § 1541 of this title or has more than 1 office that accepts deposits, the State Bank Commissioner may issue an…

§ 1544. Merger with or conversion into national bank. No corporation established under this chapter may merge with or convert into a national bank, except as otherwise provided pursuant to § 793 of this title.70 Del. Laws, c. 112, § 77; 71 Del. Laws, c. 19, § 62;