Additional requirements for holding company
HRS §412:3-202
in effect412:3-202. Additional requirements for holding company
An applicant for the organization of a Hawaii financial institution that will be a subsidiary of a holding company shall furnish the commissioner with the following additional information regarding the holding company, unless waived by the commissioner:
(1) If the holding company is a corporation, a
certificate from the incorporating jurisdiction indicating that the corporation
was properly organized under applicable corporate law, and that it is otherwise
in good standing;
(2) Its existing and proposed affiliates and
subsidiaries, and the extent and nature of its control over the operations of
the proposed financial institution;
(3) Financial statements, employment history,
education, management experience, and other biographical information for all of
its executive officers and directors;
(4) The name and address of each shareholder or each
proposed subscriber of capital stock;
(5) The proposed capital plan, if capital has not
been fully raised, that shall include:
(A) A description of any stock options,
debentures, and stock warrants offered or proposed to be offered to any person;
and
(B) Any stock option plan;
(6) The proposed capital stock solicitation plan, if
subscriptions for capital stock will be solicited, that shall include:
(A) Information regarding the solicitation
plan by which the applicant and the proposed holding company propose to conduct
the solicitation of subscribers;
(B) Information regarding the classes of
shares, respective quantities of shares for each class, and the subscription
price of each class of stock;
(C) A specimen subscription contract or
purchase agreement and other related documents to be executed by subscribers;
(D) Any underwriting agreement or other
agreement for the purchase or distribution of the capital stock;
(E) Any escrow agreements or other agreement
for the holding of the purchase proceeds of the capital stock;
(F) Proposed advertising materials;
(G) If the offer and sale of the capital
stock is subject to the Securities Act of 1933 and regulations thereunder, a
copy of the registration statement most recently filed with the federal
Securities and Exchange Commission or any other notices or other filings in
lieu of registration required or permitted by that Act or regulation and any
subsequent amendments thereto;
(H) If the offer and sale of the capital
stock is subject to chapter 485A, a copy of the registration or qualification
statement most recently filed with the commissioner of securities and any
subsequent amendments thereto; and
(I) If the offer and sale of the capital
stock is not subject to the Securities Act of 1933 or chapter 485A, whether
exempted by law or regulation or otherwise, a copy of the most recent version
of any prospectus, offering memorandum, offering circular, or other offering
document proposed to be delivered to prospective subscribers to the capital
stock, and any subsequent amendments thereto;
(7) The articles of incorporation and bylaws of the
holding company;
(8) Evidence that it has or will have the financial
ability, responsibility, and experience to engage in the business of a
financial institution holding company;
(9) The employment agreements for all executive
officers of the holding company; and
(10) Any other information that the commissioner may
require.
[L 1993, c 350, pt of §1; am L 2006, c 228, §16; am L 2007, c 9, §15]
Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0412/HRS_0412-0003-0202.htmFetched: 11/10/2026