13-5-426. Mergers and acquisitions of supervised trust companies.
(a) As used in this section:
(i) "Consummation" means the moment when a merger or acquisition becomes effective;
(ii) "Former trust company" means a trust company or business entity that will cease operations after a merger or acquisition;
(iii) "Resulting trust company" means the trust company or business entity that will continue operations after a merger or acquisition under an existing trust company charter or other authority to operate as specified by the laws of another state;
(iv) "Supervised trust company" means as defined by W.S. 13-5-301(a)(xv) and shall include a trust company substantially similar to a supervised trust company that is chartered or otherwise operating under the laws of another state, as determined by rule of the commissioner.
(b) A supervised trust company seeking to acquire or merge with another trust company, including a trust company chartered or otherwise operating under the laws of another state shall acquire or merge with another trust company as provided by this section.
(c) A supervised trust company that is proposed to become a resulting trust company after a merger or acquisition pursuant to subsection (b) of this section shall apply for a certificate of merger or acquisition not less than seventy-five (75) days before the proposed consummation date. The commissioner may conduct an investigation, examination or hearing into the application as the commissioner deems necessary. The commissioner shall approve or deny the application not later than sixty (60) days after receipt of the application.
(d) An application filed under subsection (c) of this section shall include the following information in a form determined by the commissioner:
(i) Information relating to the character of the parties to the proposed merger or acquisition, including current business operations, organizational structure, management, affiliations and any pending judicial or administrative proceedings;
(ii) The financial statements of all parties to the proposed merger or acquisition for each of the parties' current fiscal year and each of the four (4) preceding fiscal years;
(iii) The final plan, terms and conditions of the merger or acquisition;
(iv) All records and certifications required by subsection (f) of this section;
(v) A description of any proposed material changes to the former trust company and resulting trust company, including business operations, structure, management, affiliations, name or location, including any contemplated liquidation, asset sales or further mergers or acquisitions;
(vi) The identification of any person compensated to make solicitations or recommendations related to the proposed merger or acquisition, except for any person who provides legal advice related to the merger or acquisition;
(vii) Copies of all invitations, tenders or advertisements making a tender offer for the purchase of stock or ownership positions related to the proposed merger or acquisition;
(viii) The source of funds for the proposed merger or acquisition, including any terms and conditions related to those funds;
(ix) Any other information material to the proposed merger or acquisition that the commissioner requests or requires.
(e) The commissioner shall approve or deny an application filed under this section upon consideration of the following factors, if applicable:
(i) The projected impact of the proposed merger or acquisition on competition for trust company business in Wyoming;
(ii) Whether the proposed merger or acquisition would prejudice the interests of trust company customers;
(iii) The character and financial status of the parties to the proposed merger or acquisition, including the resulting trust company;
(iv) Whether the proposed merger or acquisition, once completed, would comply with all applicable laws;
(v) The results of any investigation, examination, hearing or request for information conducted as provided by this section.
(f) Before filing an application under this section, the terms and conditions of the acquisition or the plan of merger shall be approved and documented in writing by the shareholders or members and the board of directors or managers of each trust company participating in the merger or acquisition. Approval for the terms and conditions or plan of merger shall be sought as required by the governing documents of each trust company and other applicable law. The appropriate officers of each trust company shall certify compliance with this subsection with the commissioner.
(g) Upon approval of a merger or acquisition by the commissioner and upon consummation of the merger or acquisition:
(i) A former trust company shall surrender its charter and, if required by the commissioner, dissolve the underlying business entity and take all other necessary related actions, including those in accordance with the approved final plan of merger or acquisition. If a former trust company is chartered or otherwise operating under the laws of another state, the former trust company shall take all actions required by the laws of that state;
(ii) The resulting trust company shall assume the assets and liability of the former trust company without further action, except as provided by the final plan, terms and conditions of the acquisition or merger;
(iii) Unless otherwise specified in a customer agreement, by the terms and conditions of the acquisition or merger or other applicable law, the resulting trust company shall become the successor trustee of all customer accounts of the former trust company;
(iv) The resulting trust company may conduct trust company business and other permissible activities under the laws of Wyoming to the same extent as the former trust company;
(v) The resulting trust company may use the name of a former trust company or may select a new name. The resulting trust company shall notify the commissioner of the name it selects;
(vi) Any reference to a former trust company in a writing shall be considered a reference to the resulting trust company if not otherwise inconsistent with the writing and the laws of Wyoming;
(vii) The resulting trust company shall file the certificate of merger or acquisition with the secretary of state.
(h) A resulting trust company shall not maintain more than two (2) trust company branches in other states after consummation of a merger or acquisition.
(j) The commissioner shall adopt any rules necessary to implement the provisions of this section.
13-5-501. Formation and organizational instrument.
(a) One (1) or more adult persons may organize a corporation or limited liability company for the purpose of forming a public trust company at a place in this state designated in the organizational instrument subject to the conditions prescribed by law. The organizer shall subscribe and verify triplicate originals of the organizational instrument and the application required under W.S. 13-5-502 and transmit them to the commissioner together with any other documents or information required by rule of the commissioner.
(b) The organizational instrument shall include the following information:
(i) The legal name of the public trust company;
(ii) The object for which the public trust company is organized;
(iii) The term of its existence which may be perpetual;
(iv) The place where its office shall be located and its operations conducted;
(v) The amount of capital stock and the number of shares or the amount of membership interest;
(vi) The name and residence of each shareholder subscribing to more than ten percent (10%) of the stock and the number of his shares or the name and residence of each member owning more than ten percent (10%) of the membership interest and percentage of his membership interest;
(vii) The number of directors and the names of those who shall manage the affairs of the corporation for the first year or the number and names of managers appointed to manage the affairs of the limited liability company for the first year; and
(viii) A statement that the organizational instrument is made to enable the organizer to form a public trust company within this state.
(c) The organizational instrument shall comply with W.S. 17-16-202 for corporations and W.S. 17-29-201 for limited liability companies. The commissioner may establish by rule other documents and materials a public trust company must file.
(d) Copies of all amended organizational instruments shall be filed in the same manner as the original organizational instrument.
(e) This section shall not apply to a foreign corporation or foreign limited liability company that is qualified to do business in this state and that applies for a charter under this article.
13-5-502. Procedure upon filing of organizational instrument, application and other information.
(a) The organizer shall apply to the commissioner for a charter. The application shall be on forms prescribed by the commissioner and shall contain such information as required by rule of the commissioner.
(b) Upon filing with the commissioner the organizational instrument as required by W.S. 13-5-501, an application and any other information required by the rules and regulations of the board, the commissioner shall notify the applicants in writing within thirty (30) calendar days of any deficiency in the required information or that the application has been accepted for filing. When the commissioner is satisfied that all required information has been furnished, he shall notify the chairman of the board who shall establish a time and place for a public meeting or hearing if the application is contested which shall be not less than sixty (60) days nor more than one hundred twenty (120) days after notice from the commissioner that the application is in order. Within thirty (30) days after receipt of notice of the time and place of the public meeting or hearing, the applicant shall cause notice of filing of the application and of the meeting or hearing to be published at the applicant's expense in a newspaper of general circulation within the county where the proposed public trust company is to be located. Publication shall be made at least once a week for three (3) consecutive weeks before the meeting or hearing stating the proposed location of the public trust company, the names of the proposed applicants for a charter, the nature of the activities to be conducted by the proposed institution and other information as the commissioner shall prescribe by rule. The applicant shall furnish proof of publication to the commissioner not more than ten (10) days prior to the public meeting or hearing.
The application for a charter filed with the commissioner shall be accompanied by a fee established by rule of the commissioner to cover the expense of the investigation by the commissioner, the expense of the public hearing or meeting and other related expenses. The fee shall be deposited by the commissioner with the state treasurer into the financial institutions administration account. If an application for a public trust company charter is withdrawn by the applicant at any time prior to the meeting or hearing on the application, the application filing fee, less the amount of any expense authorized in this section and actually incurred, shall be refunded to the applicant. If the application is approved and expenses are less than the application fee collected the unexpended amount shall remain within the account.
13-5-504. Procedure for hearings or meetings on charter applications.
If a party with a bona fide interest contests the charter application, the hearing held shall be a contested case under the Wyoming Administrative Procedure Act and shall comply with the requirements of that act. If the application is not contested, a majority of the board members shall hold a public meeting to consider the application. The public meeting shall not be subject to the contested case procedures of the Wyoming Administrative Procedure Act, W.S. 16-3-107 through 16-3-112.
(a) Notwithstanding any other provisions contained in this chapter, a public trust company charter may be granted by the commissioner without a public meeting or hearing in any case determined by the commissioner to be an emergency arising from the insolvency, or to prevent the failure, of an existing public trust company. The granting of any emergency charter under this section is contingent upon the commissioner determining that findings required by W.S. 13-5-507 have been satisfied.
(b) The application fee for an emergency charter shall be established by rule of the commissioner. The fee shall be deposited by the commissioner with the state treasurer and credited to the financial institutions administration account.
13-5-506. Investigation and examination by banking commissioner.
(a) Upon receiving the organizational instrument, application and other information required to be submitted under W.S. 13-5-501 and 13-5-502, the commissioner shall make a careful investigation and examination of the following:
(i) The character, reputation, financial standing and ability of the organizers and those proposed as directors, managers, members, stockholders or owners of the public trust company;
(ii) The character, financial responsibility, trust administration or other financial experience and business qualifications of those proposed as officers or managers; and
(iii) Such other facts and circumstances bearing on the proposed public trust company as the commissioner may deem relevant.
(b) The commissioner or his designee shall submit his findings at the public meeting or hearing on the application and shall be subject to cross-examination or questioning by any interested party. No relevant information shall be excluded by the board as hearsay.
13-5-507. Approval or disapproval of application; criteria
for approval; action upon application; interim charter; fee.
(a) Within ninety (90) days after receipt of the transcript of the public meeting or hearing, the board shall in its discretion approve, conditionally approve or disapprove the application, but it shall not approve the application until it has ascertained to its satisfaction:
(i) The proposed public trust company is only being formed for legitimate objects contemplated by the laws of the state;
(ii) The proposed capital and surplus are not less than the required minimum established in W.S. 13-5-511 and are adequate in light of current and prospective conditions;
(iii) The proposed officers and directors or managers have sufficient experience, ability and professional reputation to afford reasonable promise of successful operation;
(iv) The name of the proposed public trust company does not resemble so closely as to cause confusion the name of any other financial institution transacting business in the state; and
(v) The applicants have complied with all applicable provisions of law.
(b) The board shall take action upon the application by stating its findings of fact and conclusions of law. If the board approves the application, the commissioner shall endorse upon the organizational instrument the approval and shall file one (1) copy with the secretary of state, retain one (1) copy in his files and return one (1) copy to the applicants within twenty (20) days after the date of the decision of the board approving the application. If the board conditionally approves an application by requiring increased capital or surplus, retention of additional qualified officers or directors or change of name to avoid confusion, and upon compliance by the applicant, the commissioner shall proceed as provided in the preceding sentence. If the board disapproves the application, the commissioner shall mail notice of the disapproval to the applicants within twenty (20) days after the board's negative action.
(c) The board may waive the public meeting or hearing required under W.S. 13-5-502(b) if the application is for an interim public trust company charter to be used as a vehicle for merger with an existing public trust company that is currently serving the public need and convenience of the community, operating profitably, adequately capitalized, has officers and directors or managers of proven ability and is to be chartered solely for the purpose of facilitating the merger and the change in ownership of the existing public trust company. The application fee for an interim public trust company charter for which a public meeting or hearing is waived shall be established by rule and regulation of the commissioner. The fee shall be deposited by the commissioner with the state treasurer and credited to the financial institutions administration account.
13-5-508. Certificate of authority to commence business
required; application; approval or denial; failure to commence business. If the application is approved and a charter granted by the board, the public trust company shall not commence business before receiving a certificate of authority to operate from the commissioner. An application for a certificate of authority shall be made to the commissioner and shall certify that all required capital and surplus have been paid in. The application shall list the address at which the public trust company will operate and shall attach the organizational instrument or all adopted bylaws. The application shall state who the officers, directors and stockholders or the members and managers are at that time. The commissioner shall approve or deny an application for a certificate of authority within thirty (30) days after the application has been filed, but the authority of the commissioner to disapprove any application is restricted solely to noncompliance with this section. If the commissioner approves the application, he shall issue a certificate of authority to the organizers within twenty (20) days. If the commissioner denies the application, he shall mail a notice of denial to the organizers within twenty (20) days, stating the reasons for denying the application, and grant to the organizers a maximum period of ninety (90) days to resubmit the application with the necessary corrections. If the applicant fails to comply with requirements of the notice of denial within ninety (90) days from the receipt of the notice, the approval of the application and charter previously issued to the applying public trust company shall be revoked by the commissioner. The failure of the commissioner to act upon an application for a certificate of authority within thirty (30) days shall be deemed an approval. If the approved public trust company fails to commence business in good faith within one (1) year after the issuance of a certificate of authority by the commissioner or any required federal approval, whichever is later, the charter and certificate of authority shall expire.
Any decision of the board in approving or disapproving any charter or the issuance or denial of a certificate of authority is appealable to the district court of the county in which the public trust company is to be located in accordance with the provisions of the Wyoming Administrative Procedure Act. In addition to the grounds for appeal contained in the Wyoming Administrative Procedure Act, the appellant may appeal if the board or the commissioner fails to make any of the findings required.
13-5-510. Powers of public trust companies; limitations; prohibitions; conflicts of interest; exemptions.
(a) Public trust companies may exercise the powers permitted by subsection (b) of this section and the powers and rights granted to other corporations and limited liability companies under general law except as provided by this chapter.
(b) Each public trust company may:
(i) Act or be appointed by any court to act in like manner as an individual or as a fiduciary for any purpose permitted by law;
(ii) Act as transfer agent or registrar of corporate stocks and bonds;
(iii) Purchase, invest in and sell stocks, bonds, mutual funds, mortgages and other securities for the account of trusts;
(iv) Accept and execute any trust company business permitted by any law of this or any other state or of the United States to be taken, accepted or executed by an individual;
(v) Take oaths and execute affidavits by the oath or affidavit of its directors, managers, managing members, officers, agents or employees;
(vi) Make any lawful fiduciary investment as permitted by W.S. 2-3-301;
(vii) Do and perform all acts necessary to exercise the powers enumerated in this chapter.
(c) A public trust company shall not engage in any banking business by accepting general deposits or issuing demand instruments.
(d) A public trust company may invest its capital and surplus in stocks, bonds, mortgages, mutual funds and other securities. A public trust company may invest in, purchase, hold, convey and lease real estate in accordance with W.S. 13-3-201(a)(i).
(e) A public trust company shall consider the following when undertaking a transaction or other action authorized under subsection (b) of this section:
(i) The interests of the beneficiaries of the trust for which the public trust company is acting as fiduciary, if applicable;
(ii) Whether the transaction or action complies with the terms of the governing instrument establishing the fiduciary relationship, any applicable judgments, judicial decrees or court orders and any applicable consent agreements or releases.
(f) Except as provided in this chapter, no person shall act as a public trust company or engage in trust company business without first obtaining a charter from the commissioner under this chapter.
(g) A bank or savings and loan authorized under the laws of the United States or this state to engage in trust company business in this state, may engage in such business as a bank or savings and loan association without obtaining a charter under this chapter, but shall be subject to the provisions of this chapter relating to the administration of its trust accounts.
(h) Insurance companies licensed to write life insurance policies and annuity or endowment contracts in this state and subject to the regulation and control of the state insurance commissioner shall not be subject to the provisions of this chapter.
(j) Except as otherwise provided in subsection (e) of this section, nothing in this section prohibits a public trust company from transacting business with or investing in any asset of:
(i) A trust, estate, guardianship or conservatorship for which the public trust company is a fiduciary;
(ii) Any other company, agent, entity or person for which a conflict of interest may exist.
(k) If a potential conflict of interest exists as to a particular transaction or action between the public trust company in its capacity as a fiduciary and the public trust company in its individual capacity, the transaction or action is not voidable if it complies with this section or occurred before the public trust company entered into the fiduciary relationship.
(m) A transaction by or action of a public trust company is not voidable if:
(i) The transaction or action was authorized by the terms of the organizational instrument;
(ii) The transaction or action was approved by a court pursuant to a judgment, judicial decree or court order;
(iii) The transaction or action was authorized by a valid consent agreement or release signed by all interested persons to the transaction or action;
(iv) No interested person commenced a legal action relating to the transaction in accordance with subsection (n) of this section; or
(v) The transaction or action occurred before the public trust company entered into the fiduciary relationship.
(n) A legal action by an interested person alleging that a transaction or action by a public trust company is voidable because of the existence of a conflict of interest must be commenced within one (1) year of the date on which the interested person discovered, or by the exercise of reasonable diligence should have discovered, the facts in support of his claim.
(o) Notwithstanding any other provision of this chapter, a public trust company is not required to obtain court approval for any transaction that otherwise complies with the provisions of this section.
13-5-511. Requirements as to capital or membership interest.
(a) The capital stock or membership interest of each public trust company shall be subscribed for as fully paid stock or fully paid membership interests. No public trust company shall organize with a capital stock or membership interest less than one million dollars ($1,000,000.00).
(b) No public trust company shall commence business until the full amount of its authorized capital or membership interest is subscribed and fully paid in. No public trust company may organize without a paid up surplus fund of at least twenty percent (20%) of its legally authorized capital stock or membership interest, and undivided profits in sufficient amount for the first year expenses of operation as determined by the commissioner.
A public trust company shall not issue any share of stock or any percentage of membership interest until the par value of the share or the capital contribution has been actually paid in cash.
A public trust company may increase or reduce the capital stock or membership interest of the public trust company after receiving the written approval of the commissioner and by the vote of the shareholders or members owning two-thirds (2/3) of the stock or membership interest in the public trust company at a stockholders' or members' meeting called for that purpose.
13-5-514. Transfer of stock, membership interests and other ownership interests.
(a) The shares of stock or membership interests of public trust companies are personal property and shall be transferred on the books of the public trust company in such manner as the bylaws or operating agreement may provide. A transfer of stock or membership interest in a public trust company is invalid until any impairment of its capital stock or membership interest has been restored.
(b) Transfers of voting stock or membership interests of a public trust company shall be reported to the commissioner not less than ten (10) days prior to being made if the transfer:
(i) Equals or exceeds ten percent (10%) of the public trust company's voting ownership interests; or
(ii) Is made to a person owning or controlling ten percent (10%) or more and less than eighty percent (80%) of the public trust company's voting ownership interests.
(c) The commissioner may disapprove any transfer of stock or membership interest required to be reported if he finds that the transferee:
(i) Has been convicted of a felony; or
(ii) Has been removed from a position as director, manager, officer or employee of a public trust company or other financial institution pursuant to an order of the commissioner or federal regulatory authority.
13-5-515. Stock or membership interest register; inspection.
A public trust company shall keep a stock or membership interest register that is open for inspection during business hours to officers, directors and stockholders or members and managers of the public trust company. The register shall contain the name, residence and number of shares of each stockholder or the percentage of membership interest of each member and all transfers of stock or membership interest, stating the time made, the number of shares or percentage of membership interest transferred and to whom transferred.
13-5-516. Voting by shareholders and members generally; balloting for directors and managers.
(a) Unless the public trust company's governing documents provide otherwise:
(i) Each share or membership interest entitles the owner to one (1) vote on all elections of directors or managers and all other questions submitted at meetings of shareholders or members. Shareholders or members may vote by proxies executed in writing but no officer, clerk, teller or bookkeeper of the public trust company shall act as proxy. The presence in person or by proxy of the owners of at least fifty-one percent (51%) of the issued and outstanding capital stock or membership interest at any meeting of stockholders or members constitutes a quorum;
(ii) In balloting for directors or managers each qualified shareholder or member may vote the number of shares or amount of membership interest owned by him for as many directors or managers as are to be elected or may cumulate his votes by giving one (1) candidate the number of votes equal to the number of directors or managers to be elected multiplied by the number of his shares or percentage of membership interest and he may distribute his votes cumulatively on the same principle among any number of candidates. The persons having the highest number of votes shall be declared elected as the board of directors or as managers for the ensuing corporate year.
(a) Unless the organizational instrument of a public trust company is more restrictive, a public trust company may issue one (1) or more classes of preferred stock or membership interest upon the approval of two-thirds (2/3) of the stockholders or members and the approval of the commissioner under this section.
(b) Copies of the directors' and stockholders' or members' and managers' minutes approving the issuance and bearing the approval of the commissioner shall be filed in the office of the secretary of state and treated as an amendment to the organizational instrument.
(c) At a board of directors' or managers' meeting called on not less than one (1) day's notice, the directors or managers may adopt a resolution calling for the issuance of preferred shares or classes of membership interest. The directors shall then call a meeting of the stockholders or members, giving not less than five (5) days' notice and stating the purpose of the meeting.
(d) The voting rights and manner of retirement of preferred shares or membership interest shall be as adopted in the resolution of the stockholders or members authorizing their issuance subject to the provisions of the organizational instrument and the approval of the commissioner.
(e) The holders of the preferred stock or membership interest of the highest class shall be entitled to cumulative dividends or distributions of up to six percent (6%) per year before dividends are paid on any other stock or before distributions are made to members of any other class. The holders of preferred stock or membership interest of subsequent classes shall next be entitled to cumulative dividends or distributions of up to six percent (6%) in order of preference before dividends are paid to the holders of common stock or before distributions are made to members of any other class. In any liquidation no payment shall be made to the holders of common stock or membership interest until the holders of preferred stock or highest priority membership interest have been paid the full par value of their stock and accumulated dividends or the full value, up to the amount of their capital contribution and accumulated profits, in order of preference.
(f) The preferred stock and holders of preferred stock and preferred membership interest and the owners of preferred membership interest are not liable for assessments to restore impairment of capital or for any liability imposed by law on common stock or the holders of common stock or on the lowest priority membership class or the owners of the lowest priority of membership interest.
(g) No issue of preferred stock or membership interest is valid until the entire par value of the shares or membership interest has been paid in cash or until arrangements satisfactory to the commissioner have been made for payment.
(h) The par value of preferred stock or membership interest shall be included in any determination of required capital under this chapter.
13-5-518. Authority to manage public trust companies; qualifications.
The affairs of a public trust company shall be managed by not less than five (5) directors or managers. Shareholders or the board of directors or members or the managers, if provided by the organizational instrument, may adopt and amend bylaws for the management of the public trust company. Each director and manager shall take an oath that he will faithfully and diligently perform the duties of his office and will not violate or knowingly permit the violation of any of the laws of this state relating to trust company business. Within thirty (30) days after being elected or appointed each director and manager of a public trust company shall sign the oath required by this section on a form prescribed by the commissioner and it shall be part of the record of any meeting and included in the public trust company's minutes. Within thirty (30) days after initially being elected or appointed each director and manager of a public trust company shall file with the commissioner a sworn financial statement on a form prescribed by the commissioner.
(a) The initial and elected directors or managers of any public trust company shall hold office for one (1) year and until their successors are elected and qualified except in cases of death, resignation or removal under the laws of this state. All elections shall be held annually on a day designated by the directors or managers on or before April 30.
(b) If the annual election of directors or managers is not held at the time designated, an election may be held within sixty (60) days thereafter following notice by publication in three (3) consecutive issues of a weekly newspaper printed in the county in which the public trust company is located, or if no newspaper is printed in the county then in a newspaper of general circulation in the state.
(c) Any director or manager who during his tenure as a director becomes insolvent or makes a general assignment of his property for the benefit of creditors shall vacate his office.
(d) Vacancies which reduce the board or the total number of managers to less than five (5) members shall be filled within ninety (90) days of the vacancy by appointment by the remaining directors or managers for the unexpired term. The board or managers shall notify the commissioner of any vacancy on the board or of any manager within thirty (30) days of the vacancy.
(e) Changes in the number of directors or managers shall be authorized by a majority vote of the stockholders or members to be effective upon expiration of the current corporate year. The change may become effective immediately with the consent of the directors or managers and written notification to the commissioner.
13-5-520. Meetings; record of proceedings and business.
(a) The board of directors or managers of a public trust company shall hold a regular meeting at least once every quarter of the calendar year. At each meeting a detailed report showing all trust business shall be submitted. The board of directors or managers shall review the report and make it a part of the record of the meeting. The record shall show their approval or disapproval of the report.
(b) A record of the proceedings and business of all meetings shall be included in the public trust company's minutes.
13-5-521. Inspection of public trust company; confidentiality.
(a) Every public trust company is subject to inspection by the commissioner. The commissioner or a duly appointed examiner shall visit and examine each public trust company as often as the commissioner deems necessary and at least once every two (2) years, with or without previous notice to the officers or managers of or anyone interested in the public trust company. The commissioner or a duly appointed examiner shall make a complete and careful examination of the condition and resources of the public trust company, the mode of managing the company's affairs and conducting its business, all records, transactions and other data or documents pertaining to the actions of the public trust company, the action of its officers and directors or managers in the investment and disposition of trust funds, the safety and prudence of the company's management, the security afforded to those by whom trust company engagements are held, whether the requirements of this chapter are being complied with and such other matters as the commissioner may prescribe.
(b) All information, reports or applications obtained by the commissioner from an applicant or public trust company are confidential.
13-5-522. Conversion from chartered family trust company to public trust company.
A chartered family trust company that complies with the requirements outlined in W.S. 13-5-501 through 13-5-509, and upon approval of the new public trust company charter and surrender of the chartered family trust company charter, may be granted a charter as a public trust company.
13-5-523. Conversion from special purpose depository institutions.
(a) The commissioner, with approval of the board, may convert the charter of a special purpose depository institution chartered under W.S. 13-12-115 to a public trust company chartered under this article. A conversion shall occur as follows:
(i) A special purpose depository institution seeking to convert its charter to a public trust company shall file an application to convert that contains a comprehensive plan for conversion as required by this section and rules promulgated by the commissioner. The application shall include a certificate signed by the institution's president and a majority of the board of directors setting forth the action taken to support the proposed conversion in compliance with this section. The plan of conversion and a proposed organizational instrument that includes the information required by W.S. 13-5-501 shall be approved by the shareholders of the special purpose depository institution prior to submitting an application for conversion;
(ii) The application to convert shall include a comprehensive plan for conversion setting forth any necessary disposition of assets and liabilities in reasonable detail to effect the conversion, and any other plans required by the commissioner. The application shall be accompanied by a fee established by rule and regulation of the commissioner. The plan of conversion shall provide for the discharge or assumption of all known and unknown claims and liabilities of the special purpose depository institution. Additionally, the application for conversion shall include other evidence, certifications, affidavits, documents or information as the commissioner may require, including demonstration of how assets and liabilities will be disposed, the timetable for effecting disposition or transfer of the assets and liabilities and a proposal for addressing any claims that are asserted after conversion has been completed;
(iii) The commissioner shall examine the application for compliance with this section, W.S. 13-5-510 through 13-5-520 and applicable rules. The commissioner may conduct a special examination of the special purpose depository institution, consistent with W.S. 13-12-119(c), for purposes of evaluating the application.
(b) Upon receipt of a complete application, the commissioner shall notify the board. The board, in its discretion, may allow the commissioner to proceed with approval of an application on an expedited basis without further oversight or approval by the board or, if deemed necessary by the board, the board may require a process consistent with W.S. 13-5-502 and 13-5-507. Where an expedited review is allowed by the board, the commissioner shall approve or deny a conversion application under this section within ninety (90) days of receipt of a complete application.
(c) The application shall not be approved under this section until the board or commissioner, as applicable, has ascertained to the board's or commissioner's satisfaction that the proposed public trust company satisfies all criteria under W.S. 13-5-507(a)(i) through (v), meets all applicable requirements of W.S. 13-5-510 through 13-5-520 and meets any applicable rules to operate in all respects as a public trust company.
(d) A public trust company that results from a conversion under this section shall be deemed to have been in existence for the same period of time as the special purpose depository institution from which it converted and shall surrender its certificate of authority under W.S. 13-12-116. Upon completion of the conversion the company shall not use the term "special purpose depository institution" or "bank" in its business name or in connection with its ongoing business.
(e) The commissioner shall adopt all rules necessary to implement this section.
13-5-601. Powers of family trust companies; prohibitions.
(a) A family trust company may, but only for family members:
(i) Act or be appointed by any court within and outside this state to act as a fiduciary for family members for any purpose permitted by law;
(ii) Act as transfer agent or registrar of corporate stocks and bonds of family affiliates;
(iii) Purchase, invest in and sell stocks, bonds, mutual funds, mortgages and other securities for the account of family members;
(iv) Accept and execute any trust company business of family members permitted by any law of this or any other state or of the United States to be taken, accepted or executed by an individual;
(v) Take oaths and execute affidavits by the oath or affidavit of its corporate officers or managing members;
(vi) Make any lawful fiduciary investment as permitted by Wyoming Uniform Prudent Investor Act;
(vii) Perform all acts necessary to exercise the powers enumerated in this section.
(b) A family trust company shall not engage in:
(i) Any banking business by accepting general deposits or issuing demand instruments; or
(ii) Trust company business with the public.
13-5-602. Family trust companies; authorized actions and transactions; conflicts of interest.
(a) In addition to the actions authorized by W.S. 13-5-601 and notwithstanding the other provisions of this chapter, while acting as a fiduciary a family trust company may:
(i) Invest in a security of an investment company or investment trust for which the family trust company, or a family affiliate, provides services in a capacity other than as a fiduciary;
(ii) Place a security transaction using a broker that is a family affiliate;
(iii) Invest in an investment contract that is purchased from an insurance company or carrier owned by or affiliated with the family trust company or a family affiliate;
(iv) Enter into an agreement with a beneficiary or settlor of a trust with respect to the appointment or compensation of the family trust company or a family affiliate;
(v) Transact business with another trust, estate, guardianship or conservatorship for which the family trust company is a fiduciary or in which a beneficiary of a trust for which the family trust company is a fiduciary has an interest;
(vi) Make an equity investment in a closely held entity that may or may not be marketable and that is owned or controlled, either directly or indirectly, by one (1) or more family members or family affiliates;
(vii) Deposit money in a financial institution that is owned or operated by a family affiliate;
(viii) Delegate the authority to conduct any transaction or action pursuant to this section to an agent of the family trust company or a family affiliate;
(ix) Purchase, sell, hold or invest in any security, bond, real or personal property, stock or other asset of a family affiliate;
(x) Loan money to or borrow money from:
(A) A beneficiary or settlor of a trust for which the family trust company is acting as fiduciary;
(B) Another trust for which the family trust company is acting as fiduciary; or
(C) A family affiliate.
(xi) Act as proxy in voting any shares of stock which are assets of a trust for which the family trust company is acting as fiduciary;
(xii) Exercise any powers of control with respect to any interest in an entity that is an asset of a trust for which the family trust company is acting as fiduciary, including, without limitation, the appointment of officers or directors of entities who are family affiliates; and
(xiii) Receive reasonable compensation for its services or the services of a family affiliate.
(b) A family trust company shall consider the following when undertaking a transaction or action authorized pursuant to subsection (a) of this section:
(i) The interests of the beneficiaries of the trust for which the family trust company is acting as fiduciary if applicable; and
(ii) Whether the transaction or action complies with the terms of the governing documents of the family trust company establishing the fiduciary relationship, any applicable judgments, judicial decrees or court orders and any applicable consent agreements or releases.
(iii) Repealed by Laws 2019, Ch. 13, § 5.
(c) Except as otherwise provided in subsection (b) of this section, nothing in this section prohibits a family trust company from transacting business with or investing in any asset of:
(i) A trust, estate, guardianship or conservatorship for which the family trust company is a fiduciary;
(ii) A family affiliate; or
(iii) Any other company, agent, entity or person for which a conflict of interest may exist.
(d) If a potential conflict of interest exists as to a particular transaction between the family trust company, in its capacity as a fiduciary and the family trust company in its individual capacity, the transaction or action is not voidable if it:
(i) Complies with the provisions of this section; or
(ii) Occurred before the family trust company entered into the fiduciary relationship.
(e) A transaction by or action of a family trust company authorized by this section is not voidable if:
(i) The transaction or action was authorized by the terms of the governing documents of the family trust company;
(ii) The transaction or action was approved by a court or was taken pursuant to a judicial decree or court order;
(iii) No interested person commenced a legal action relating to the transaction or action pursuant to subsection (f) of this section;
(iv) The transaction or action was authorized by a valid consent agreement or release signed by all interested persons to the transaction or action; or
(v) The transaction or action occurred before the family trust company entered into the fiduciary relationship.
(f) A legal action by an interested person alleging that a transaction or action by a family trust company is voidable because of the existence of a conflict of interest must be commenced within one (1) year of the date on which the interested person discovered, or by the exercise of reasonable diligence should have discovered, the facts in support of his or her claim.
(g) Notwithstanding any other provisions of this chapter, a family trust company is not required to obtain court approval for any transaction that otherwise complies with the provisions of this section.
13-5-603. Organization of a chartered family trust company.
(a) One (1) or more persons may subscribe to an organizational instrument in writing for the purpose of forming a chartered family trust company, subject to the conditions prescribed by law.
(b) The articles of incorporation for a chartered family trust company organized as a corporation shall set forth all of the information required by W.S. 17-16-202 and the following:
(i) The corporate name, which shall comply with W.S. 13-5-302 and 17-16-401;
(ii) A statement that the articles of incorporation are made to enable the shareholders to avail themselves of the advantages of this chapter;
(iii) A statement that the corporation will act as a fiduciary exclusively for one (1) or more family members and will not engage in trust company business with the general public.
(c) The articles of organization for a chartered family trust company organized as a limited liability company shall include the following information:
(i) The name of the limited liability company, which must comply with W.S. 13-5-302 and 17-29-108;
(ii) A statement that the articles of organization are made to enable the members to avail themselves of the advantage of this chapter;
(iii) A statement that the limited liability company will act as a fiduciary exclusively for one (1) or more family members and will not engage in trust company business with the general public.
(d) Repealed by Laws 2019, Ch. 13, § 5.
(e) This section shall not apply to a foreign corporation or foreign limited liability company that is qualified to do business in this state and that applies for a charter under this article.
13-5-604. Requirements for chartered family trust company.
(a) A chartered family trust company shall maintain:
(i) A physical office in this state where original or true copies, including electronic copies, of all material business records and accounts of the chartered family trust company may be accessed and readily available for examination by the commissioner; and
(ii) A bank account with a state or nationally chartered bank or savings and loan association having a principal or branch office in this state.
(b) The board of directors or managers of a chartered family trust company shall hold regular meetings not less than one (1) time each year. The commissioner may require a chartered family trust company to hold in-person or electronic meetings on a more frequent basis. A chartered family trust company shall maintain records of all proceedings.
13-5-605. Minimum capital requirements; investment of capital.
The initial capital required to organize a chartered family trust company shall be not less than five hundred thousand dollars ($500,000.00). The full amount of the initial capital must be paid in cash to the governing body of the chartered family trust company, exclusive of all organization expenses, before the chartered family trust company is authorized to commence business as a chartered family trust company. Once organized, a chartered family trust company shall maintain a minimum level of capital required by the commissioner to operate in a safe and sound manner based upon the commissioner’s examination of the company, provided that the level of capital in a chartered family trust company shall not be less than five hundred thousand dollars ($500,000.00).
13-5-606. Procedures upon filing of organizational
instruments, application and other information; application fee; approval or disapproval of application; criteria for approval; action upon application.
(a) An applicant for a chartered family trust company charter must file an application with the commissioner on forms prescribed by the commissioner. The application must contain or be accompanied by such information as required pursuant to rules and regulations of the commissioner.
(b) The application filed with the commissioner shall be accompanied by a fee established by rule and regulation of the commissioner to cover the expense of the investigation by the commissioner. If an application to become a chartered family trust company is withdrawn by the applicant at any time prior to the granting of the charter, the statutory application filing fee, less the amount of any expense authorized above and actually incurred, shall be refunded to the applicant.
(c) The failure of the applicant to furnish required information, data, other material or the required fee within thirty (30) days after a written request from the commissioner may be considered a withdrawal of the application.
(d) Within sixty (60) days after receipt of a completed application, the commissioner shall, in his discretion, approve, conditionally approve or disapprove the application. Prior to taking action on an application, the commissioner shall determine that:
(i) The chartered family trust company is being formed for no other purpose than contemplated by the laws of this state;
(ii) The proposed capital and surplus are not less than the required minimum amount in W.S. 13-5-605 and are adequate in light of current and prospective conditions as determined by the commissioner;
(iii) The applicants, proposed officers and directors or managers have sufficient character, reputation, experience, ability and financial standing to afford reasonable promise of successful operation;
(iv) The name of the proposed chartered family trust company does not resemble the name of any other chartered family trust company or financial institution transacting business in the state so closely as to cause confusion;
(v) The applicants have complied with all applicable provisions of law and such other facts and circumstances bearing on the proposed family trust company as the commissioner may reasonably deem relevant.
(e) The commissioner shall take action upon the application by stating findings of fact and conclusions of law.
(f) Upon approval of an application, the commissioner shall endorse upon the organizational instrument his approval and shall file one (1) copy of the application with the secretary of state, retain one (1) copy in his files and return one (1) copy to the applicant within twenty (20) days after the date of the decision of the commissioner approving the application. If the commissioner conditionally approves an application and the applicant complies with the conditions imposed by the commissioner, the commissioner shall approve the application and proceed in accordance with this section.
(g) Notice of the entry of an order refusing a charter or imposing conditions upon approval of the charter to a family trust company must be given in writing, served personally or sent by certified mail, return receipt requested, to the applicant. If the commissioner disapproves or imposes conditions upon the application, the commissioner shall mail notice of the action to the applicants within twenty (20) days after the commissioner's negative action. The company, upon appeal, is entitled to a hearing before the board pursuant to the Wyoming Administrative Procedure Act. If no such appeal is made within thirty (30) days after the entry of an order refusing a charter or imposing conditions upon the charter to any applicant, the commissioner shall enter a final order.
13-5-607. Inspection of chartered family trust company; fees; resolution fund account; confidentiality.
(a) Every chartered family trust company is subject to inspection by the commissioner. The commissioner or a duly appointed examiner shall visit and examine each chartered family trust company as often as the commissioner deems necessary and at least once every three (3) years, with or without previous notice to the officers or managers of or anyone interested in the chartered family trust company. The commissioner or a duly appointed examiner shall make a complete and careful examination of the condition and resources of the chartered family trust company, the mode of managing the company's affairs and conducting its business, all records, transactions and other data or documents pertaining to the actions of the family trust company, the action of its managers or officers and directors in the investment and disposition of trust funds, the safety and prudence of the company's management, the security afforded to those by whom trust company engagements are held, whether the requirements of this chapter are being complied with and such other matters as the commissioner may prescribe.
(b) Repealed by Laws 2019, Ch. 13, § 5.
(c) Repealed by Laws 2019, Ch. 13, § 5.
(d) All information, reports or applications obtained by the commissioner from an applicant or chartered family trust company are confidential.
(e) Repealed by Laws 2019, Ch. 13, § 5.
13-5-608. Conversion from public trust company to chartered family trust company.
(a) A public trust company that meets the requirements of W.S. 13-5-301(a)(viii), 13-5-604 and 13-5-605 may merge with, convert into or reorganize as a chartered family trust company upon application to the commissioner on forms approved by the commissioner.
(b) For public trust companies established after July 1, 2019, seeking to convert from a public trust company to a chartered family trust company, the application filed with the commissioner shall be accompanied by a fee established by rule and regulation of the commissioner.
(c) Within thirty (30) days after receipt of a completed application, a trust company that meets the requirements of this section and is in good standing with the commissioner, shall be issued a charter as a chartered family trust company.
(d) The applicant shall be notified when the application is approved. Within twenty (20) days after notification, the applicant shall furnish the bonds required by W.S. 13-5-414(a).
13-5-701. Establishment of a private family trust company.
(a) One (1) or more persons may subscribe to an organizational instrument in writing for the purpose of forming a private family trust company, subject to the provisions of this chapter.
(b) The articles of incorporation for a private family trust company organized as a corporation shall include all of the information required by W.S. 17-16-202 and the following:
(i) The corporate name, which shall comply with W.S. 13-5-302 and 17-16-401;
(ii) A statement that the articles of incorporation are made to enable the corporation to act as a fiduciary for the family members; and
(iii) A statement that the corporation will act as a fiduciary exclusively for one (1) or more family members and will not engage in trust company business with the general public.
(c) The articles of organization for a private family trust company organized as a limited liability company shall include all of the information required by W.S. 17-29-201 and the following:
(i) The name of the limited liability company, which shall comply with W.S. 13-5-302 and 17-29-108;
(ii) A statement that the articles of organization are made to enable the corporation to act as a fiduciary for the family members; and
(iii) A statement that the limited liability company will act as a fiduciary exclusively for one (1) or more family members and will not engage in trust company business with the general public.
(d) Upon the approval of the organizational instrument of a private family trust company by the secretary of state, the directors or managers of the private family trust company shall execute and deliver a signed waiver to the commissioner acknowledging that the private family trust company is not supervised by the commissioner and that at all times the private family trust company will not transact trust company business with the general public.
13-5-702. Inspection of private family trust companies; authority of commissioner.
(a) If the commissioner has reasonable cause to believe that a private family trust company proposes to transact or has transacted trust company business with the general public, then the commissioner may conduct any inspections of the private family trust company as he deems necessary to ensure compliance with the provisions of this chapter.
(b) If the commissioner discovers that a private family trust company has proposed to transact or has transacted trust company business with the general public, then the commissioner may take any action authorized under W.S. 13-10-201 through 13-10-209 with respect to the private family trust company to ensure compliance with the provisions of this chapter.
13-5-703. Private family trust companies; applicability of chapter.
Except as otherwise provided in this chapter, the provisions of this chapter applicable to supervised trust companies and family trust companies shall not apply to private family trust companies.
13-6-102. Articles of incorporation; bylaws; definition.
(a) Not less than five (5) natural persons may associate for the purpose of carrying on a savings and loan business by making and acknowledging in triplicate and by filing articles of incorporation specifying:
(i) The name of the proposed association indicating the character of business to be conducted by the association;
(ii) The city and county where the principal place of business of the association is to be located, which must be within the state of Wyoming;
(iii) The number of its directors, which shall not be less than five (5);
(iv) The names, occupation and post office addresses of its first directors;
(v) The names, occupation and post-office addresses of the subscribers to the articles of incorporation, and a statement of the number of shares which each has agreed to take;
(vi) The amount of capital actually paid in.
(b) The articles shall be filed in the office of the state banking commissioner for his approval. The association shall at the same time file its bylaws.
(c) The articles of incorporation may be amended by a vote of at least two-thirds (2/3) of the shareholders voting at any meeting. A copy of the resolution making the amendment shall be certified in triplicate by the president and secretary and filed the same as original articles. The amendment is effective from the time of filing.
(d) Each association shall adopt bylaws which shall be in conformity with the laws of this state. Bylaws shall be open to the inspection of the state banking commissioner and the members of the association at its home office. All bylaws shall be approved by the state banking commissioner before becoming effective.
(e) Bylaws shall specify the terms and plans of becoming and continuing a member and of withdrawal, the plan of making loans, distributing profits, equalizing losses, providing for payment of expenses and for a fund with which to pay losses and other rules as are proper for the conduct of the business of the association not inconsistent with the laws of this state.
(f) As used in this chapter:
(i) "Mutual savings and loan association" means a savings and loan association or savings and loan bank without stock in which the borrowers and depositors are members of the savings and loan association or savings and loan bank and have voting rights as members of the association or bank;
(ii) "Shareholder" includes a member of a mutual savings and loan association.
The state banking commissioner shall require as a condition of approval that associations be approved and their savings insured by the federal deposit insurance corporation.
(a) Except as otherwise provided in this subsection, associations shall have permanent nonwithdrawable capital stock of one hundred dollars ($100.00) per share and this stock shall be subscribed for as fully paid stock. An association other than a mutual savings and loan association shall not organize with a capital stock less than five hundred thousand dollars ($500,000.00). In a mutual savings and loan association without capital stock, the association shall not organize with less than five hundred thousand dollars ($500,000.00) in initial capital.
(b) If an association has par value capital stock outstanding of less than one percent (1%) of its savings and investment accounts outstanding, it shall either increase its capital stock to at least one percent (1%) of such outstanding savings accounts or discontinue the acceptance of savings and investment accounts until this amount of capital is provided. This subsection shall not apply to a mutual savings and loan association.
(a) The capital stock shall all be of one (1) class and shall be fully paid and nonassessable in all events.
(b) The owners of the stock shall be members of the association and entitled to one (1) vote for each share for election of directors and all other purposes.
(c) Repealed by Laws 1993, ch. 115, § 3.
(d) No preferred stock shall be issued, nor shall any shares be issued which are exempt from bearing their pro rata portion of loss.