Title 4, Economic Resources

Articles of Organization. (a) Articles of organization of a limited liability company must set forth: (1) The name of the company; (2) The address of the initial designated office; (3) The name and street address of the initial agent for service of process; (4) The name and addre…

Amendment or Restatement of Articles of Organization. (a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Registrar of Corporations for filing. The articles of amendment must set forth the: (1) Name of …

Signing of Records. (a) Except as otherwise provided in this Act, a record to be filed by or on behalf of a limited liability company in the office of the Registrar of Corporations must be signed in the name of the company by a: (1) Manager of a manager-managed company; (2) Membe…

Filing in Office of Registrar of Corporations. (a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Registrar of Corporations and must be delivered to the office of the Registrar of Corporations. Unless th…

Correcting Filed Record. (a) A limited liability company or foreign limited liability company may correct a record filed by the Registrar of Corporations if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) By preparing a…

Certificate of Existence or Authorization. (a) A person may request the Registrar of Corporations to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a …

Liability for False Statement in Filed Record. If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to…

Filing by Judicial Act. If a person required by section 4825 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Commonwealth Superior Court to direct the signing of the record. If the court finds tha…

Annual Report for Registrar of Corporations. (a) A limited liability company, and a foreign limited liability company authorized to transact business in the Commonwealth, shall deliver to the Registrar of Corporations for filing an annual report that sets forth: (1) The name of t…

Definitions. As used in this chapter, “person or persons” includes an individual or individuals, corporations, firms, partnerships or any other association existing under or authorized by the law of the Commonwealth. Source: 33 TTC § 301.

Prohibited Activities. It is illegal for one or more persons to create or use an existing combination of capital, skill or acts the effect of which is: (a) To create or carry out restrictions in trade or commerce; (b) To limit or reduce the production, or increase the price of, m…

Leases, Sales, Contracts, Conditions, Agreements or Understandings to Lessen Competition. It is unlawful for any person to lease or make a sale or contract for the sale of goods, merchandise, machinery, supplies, or commodities for use within the Commonwealth, or to fix a price c…

Contracts or Agreements in Violation of Chapter. Any contract or agreement in violation of this chapter is, to that extent, void and not enforceable at law or equity. Source: 33 TTC § 304.

Competitive Agreements. It is not unlawful to enter into agreements or form an association or combination the purposes and effect of which is to promote, encourage or increase competition in any trade or industry. Source: 33 TTC § 305.

Criminal and Civil Liabilities of Violators. (a) Any person who violates 4 CMC §§ 5202 or 5203 is guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine of not less than $50 nor more than $5,000. (b) Any person who is injured in his business, personal pr…

Applicability of Article. Unless otherwise specified, this article applies only to Commonwealth banks. For purposes of this article, “bank” means a bank chartered by the Commonwealth. Source: PL 3-104, § 200. Commission Comment: See the comment to 4 CMC § 6210.

General Corporate Powers. (a) A Commonwealth bank may be organized to exercise the powers provided in this division and such general corporate powers as are appropriate to its purpose and contained in its charter. (b) A Commonwealth bank shall, without specific mention being made…

Capital Structure. A bank shall at all times have paid-in-cash capital of not less than $500,000. Source: PL 3-104, § 203.

Incorporators. A Commonwealth bank may be organized by three or more persons acting on their own behalf or by an attorney licensed to practice in the Commonwealth. Source: PL 3-104, § 204.

Notice of Intention. (a) The incorporators shall file with the director a notice of intention to organize a Commonwealth bank. The notice shall state: (1) The name, residence and occupation of each incorporator, and the amount of stock subscribed and paid for by each; (2) The nam…

Organization Expenses. (a) Each subscriber at the time he or she subscribes to the stock of a proposed Commonwealth bank shall pay in cash a sum at least equal to five percent of the par value of the stock into a fund to be used to defray the expenses of organization. No organiza…

Application for Charter. (a) After the capital stock has been fully subscribed, the incorporators may apply to the director for the charter. The incorporators shall submit: (1) A proposed charter in triplicate in such form as the director shall prescribe containing the following …

Public Hearing. If there are objections to the application based on the fact the applicant does not meet the requirements of this division, the director shall hold a hearing limited to issues necessary to determining whether the application meets all requirements of this division…

Determination on Application for Charter. (a) When an application for a charter has been filed with the director, the director shall make or cause to be made a careful investigation and examination relative to the following: (1) The character, reputation, and financial standing o…

Reimbursement of Officer, Director or Employee for Expenses in Defending Suits. The bylaws of a Commonwealth bank may provide that it shall indemnify every officer, director or employee, and his or her heirs, executors and administrators, against judgments resulting from and the …

Banking License. (a) It is unlawful for a Commonwealth bank to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to do business before receiving a banking license. (b) Application for a banking license shall be made…

Amendment of Charter; Change of Location. (a) A Commonwealth bank may apply to the director to amend its charter. (b) An application for an amendment of the charter changing the authorized capital or the number and par value of the shares or to acquire or abandon trust powers mus…

Directors and Officers. (a) The affairs of a Commonwealth bank shall be managed by a board of directors which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, not less than five nor more than 25, shall be fixed by the bylaws a…

Deposit Insurance: Membership in Federal Reserve System. Except for those banks covered by 4 CMC § 6216, a Commonwealth bank which is also a retail bank shall obtain insurance of its deposits by the United States or any agency thereof prior to conducting any banking business and …

Transition Provision. (a) Commonwealth banks which have a valid banking license meeting the present requirements of regulations issued by the Department of Commerce and Labor covering bank licensing, have at least five resident employees, are open to the general public, and are a…

Banking License Required. (a) No person may operate a bank or engage in banking business from within the Commonwealth, whether or not the business is carried on in the Commonwealth, without having been issued the licenses required by this division. (b) Every person who knowingly …

State, National, Micronesian, and Foreign Banks. Subject to the approval of the director pursuant to this division, a state, national, Micronesian, or foreign bank may establish an office in the Commonwealth and engage in the business of banking in the Commonwealth, provided it m…

Qualifications for Issuance: State or National Bank License. The director shall issue a banking license when a state or national bank has complied with the following requirements: (a) The director has approved the application submitted by the bank pursuant to 4 CMC § 6226. (b) Th…

Qualifications for Issuance: Foreign Bank License. The qualifications, fees, and conditions of a foreign bank license shall be pursuant to chapter 3 of this division [4 CMC § 6311 et seq.]. Source: PL 3-104, § 233.

Qualifications for Issuance: Commonwealth Bank License. The qualifications, fees, and conditions for a Commonwealth bank license shall be pursuant to 4 CMC § 6212. Source: PL 3-104, § 234.

Application for Banking License. Except as otherwise specifically provided in 4 CMC §§ 6212 and 6234, an application for any type of banking license shall be made to the director on forms furnished by the director and in accordance with the regulations of the director. The applic…

Transition of Existing License. (a) Every state and national bank which has a valid Commonwealth banking license, has at least five resident employees, and is actively conducting business on February 6, 1984, may continue conducting banking business from within the Commonwealth w…

Exception to any Requirement of Deposit Insurance. Notwithstanding the provisions of 4 CMC §§ 6215 and 6232, no bank shall be required to obtain deposit insurance as a condition of obtaining a charter or any form of license if that bank is able to demonstrate, upon independent an…

Loans. At least 50 percent of the amount of all Commonwealth loans a bank annually makes to borrowers shall be made for projects, purposes and uses represented by the borrower to occur in the Commonwealth. Failure to comply with this section shall be grounds for revocation of the…

Retail Banking License Required. (a) Any Commonwealth-chartered or state, national, Micronesian or foreign bank otherwise licensed to do banking business in the Commonwealth may apply for a retail license pursuant to this article. The purpose of a retail license is to protect dep…

Qualification for Retail Banking License. A Commonwealth-chartered bank or a state, national, or foreign bank shall be issued a retail banking license by the director upon proof of the following: (a) Capital stock paid-up-in-cash of not less than $500,000; (b) Insurance of deposi…

Application for Special Licenses. Application for retail and other special licenses required in this article shall be made to the director on forms furnished by the director in accordance with regulations of the director and shall include the following: (a) The name of the applic…

Transition. (a) Any state, national, or Micronesian bank operating as a retail bank on February 6, 1984, provided the bank meets the requirements of 4 CMC § 6227, shall comply with the license and fee requirements of this article simultaneously with the next annual renewal of ban…

Assignment of Bank License. No banking license may be purchased by a bank broker, or assigned in whole or in part, without the prior approval of the director. Source: PL 3-104, § 250. Commission Comment: With respect to the reference to the “director” of the Department of Commerc…

Posting and Inspecting of Licenses. All licenses issued under the provisions of this division shall be posted by the licensee and kept posted at all times in a conspicuous place in the bank for which the license was issued until replaced by a succeeding license. In addition, lice…

Annual Fees; Renewal of Licenses. (a) A bank shall pay an annual fee of $1,000 to the director for issuance of any type of banking license and for each renewal thereafter. (b) Subject to the power of the director to deny, revoke, suspend, condition, or limit licenses, any license…