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STATE OF MINNESOTA DEPARTMENT OF COMMERCE DIVISION OF FINANCIAL INSTITUTIONS PROCEDURE TO AMEND CERTIFICATE OF INCORPORATION FOR A BANK 1. The shareholders at a regular or special meeting adopt a resolution specifying the proposed amendment to the Certificate of Incorporation. Your attention is called to Minn. Stat. § 47.11 for prior approval of a change of the bank name. 2. Two (2) original amendments are executed, with original signatures, on the forms enclosed. The bank would use its full legal corporate name on the amendment form. More than one section of the certificate may be amended on the same form. The amendment forms, fees, and affidavits, if applicable, can be provided to the Commissioner of Commerce by mail to the address listed below. Please fax a copy of the proposed filing to our office at (651) 539-1548 for review. The documents can be brought to the department. Please call (651) 539-1710 at least 24 hours in advance to set-up an appointment to walk through the process. Please fax a copy of the proposed filing to our office first (651) 539-1548 for review. 3. Amending the Certificate of Incorporation for a capital change requires special documentation: The certificate pertaining to the change in capital is required by Minn. Stat. § 48.04. Shareholders’ rights to receive a pro rata share in the stock change are established pursuant to Jones vs. Morrison - 31 Minn. 140-152. If a bank has incorporated under Minn. Stat. § 302A or has restated its Certificate of Incorporation using the 302A language, preemptive rights no longer exist. * a. Capital Increase Via Cash Increase 1. Affidavit of Stock Being Offered to Existing Shareholders (Form A)* 2. Certificate of Payment of the Increase of Capital Stock (Form B) (Until the amendment has been approved, filed, and becomes effective, the newly paid-in capital should be held in a stock subscription escrow account.) b. Capital Increase Via Stock Dividend 1. Certified Copy of the Resolution Adopted by the Shareholders for Capital Increase via Stock Dividend (Form C) 2. Affidavit That Stock is Being Prorated to Existing Shareholders (Form D)* 3. Certificate of Payment of the Increase of Capital Stock (Form B) c. Capital Decrease Via Stock Redemption 1. Affidavit of Stock Redemption Offering to Existing Shareholders (Form E)* 2. Certificate of Capital Stock Redemption and Capital Account Reduction (Form F) Not required if language eliminating preemptive rights has been made a part of the Certificate of Incorporation. i:\fe\corporationform\amendbank\new-procedureamendcert-bank.docx MN/DOC 6/2013 85 7TH PLACE EAST, SUITE 500 / ST. PAUL, MINNESOTA 55101-2198 / TELEPHONE: 651/539-1700 / FAX: 651/539-1548 E-MAIL: FINANCIAL.COMMERCE@STATE.MN.US WEB SITE: MN.GOV/COMMERCE AN EQUAL OPPORTUNITY EMPLOYER d. Capital Stock Split. 1. Certified Copy of the Resolution Adopted by the Shareholders for a Capital Stock Split (Form G) e. Reverse Stock Split (Minn. Stat. § 48.056). 1. State the purpose of the proposed transaction via a letter to the Commissioner; 2. Notarized certificate by banking institution officer of resolution by shareholders of the existing institution approving the stock reduction; 3. Copy of the notice of shareholder meeting sent to shareholders of the existing banking institution prior to their meeting for approval of the stock reduction. The notice should address the effect on existing shares and the statutory rights of dissenting shareholders; 4. Written comment describing the method used to establish a price; 5. Written comment on the bank and its resulting capital structure complying with asset investment limits (Minn. Stat. § 48.24), fixed asset investments (Minn. Stat. § 47.10), and maximum deposit liability (Minn. Stat. § 48.27); 6. Written comment in support of the proposed reverse stock split complying with safe and sound banking practices including the effects of the change on the equity capital accounts and capital ratios (capital ratios of nonmember banks compliance with requirements under Part 325 of the FDIC Rules and Regulations and similarly capital ratios of member banks compliance with capital requirements of the Federal Reserve System); 7. Written comment about the bank’s plans to obtain approval from the federal regulator if the reverse stock split results in a reduction of capital; and 8. Certified current daily statement of the banking institution. 4. Amendment fee. This fee is provided to the Department of Commerce along with the certificates of amendment and required documentation, if any: a. $50 check payable to: “Department of Commerce” [Minn. Stat. § 46.131, Subd. 10.] 5. Amendment filing. Two original amendments to certificate of incorporation need to be filed with the Commissioner of Commerce. In most cases, the effective date will be the date that the amendment forms are filed with the Commissioner. However, if it is important that the amendment becomes effective on a specific future date, as in the case of a name or address change, provide that information in a cover letter along with the amendments forms and file the forms in advance of the effective date. After the forms are filed, a Department bulletin will be issued regarding the amendment. 6. If the annual meeting date is amended in the Certificate of Incorporation, the bylaws will usually require a corresponding change. There is no special form for bylaw amendments. Within 90 days after adoption or amendment of bylaws by the shareholders, two original certified copies would be filed with the Commissioner of Commerce along with an additional $50 check payable to: “Department of Commerce” [Minn. Stat. § 46.131, Subd. 10.]. Each of these certified copies should be prepared on the bank’s letterhead stationery, state the shareholder meeting date and be signed by two of the bank officers. One copy will be returned for the bank’s legal file. The Department of Commerce has updated standard bank bylaws. A copy will be sent upon request or available on our website. 7. If the bank would prefer receiving these documents in Microsoft Word format, please e-mail your specific document request to financial.commerce@state.mn.us. Please do not make any formatting changes or content modifications. 8. For further information on the amendment process, please contact the Applications staff at (651) 539-1700. 2 MN/DOC 6/2013