2019 Oklahoma Statutes
Title 18. Corporations
§18-381.65. Limited certificate of authority - Activities of unauthorized associations.

A. A federal association not having its main office or any branches in this state or any foreign association may apply to the State Banking Commissioner for a limited certificate of authority to transact business in this state. The application shall explicitly limit the purposes which the federal association not having its main office or any branches in this state or foreign association may pursue in this state. Such entity may apply to engage in any activity reasonably necessary or desirable in order to deal with loans originated by it in interstate commerce or acquired by it by assignment from an originating lender qualified or otherwise permitted to do business in this state, or any collateral securing such loans, as well as any property, real or personal, acquired by it by foreclosure or otherwise in satisfaction of debt held by it. Without limitation, a limited certificate of authority shall:

1. Permit a federal association not having its main office or any branches in this state or a foreign association to have full access to the courts of this state;

2. Allow it to refinance, renew, extend or work out loans which it has originated in interstate commerce or which it has acquired by assignment;

3. Allow it to take all steps reasonably necessary to monitor collateral and the credit quality of its debtors; and

4. Allow it to manage, rent, sell or finance any property acquired by it by foreclosure or otherwise in satisfaction of debt held by it.

The Commissioner shall have authority to approve under a limited certificate of authority other specific purposes that such entity applies to engage in, provided that those purposes are incidental to or reasonably necessary in connection with the purposes more specifically permitted by this subsection. A federal association not having its main office or any branches in this state, or a foreign association, as part of its application for a limited certificate of authority shall commit that it will not originate loans or solicit or accept applications for loans at any place within this state, nor shall it, directly or indirectly, receive applications for or payments or deposits to deposit accounts or investment securities of any kind at any place within this state. Such entity shall commit in its application that when doing business in this state it shall use a specified fictitious name not containing any of the terms forbidden by Section 381.23 of this title and, without limitation, it shall not use such terms on any office, advertising, telephone listing or other medium of holding itself out to the public within this state. However, in executing any legal documents or participating in court proceedings, the federal association not having its main office or any branches in this state or foreign association shall use its actual name. The Commissioner shall establish a list of items of information required to be contained in or submitted with an application for a limited certificate of authority, and shall fix a reasonable filing fee to defray the cost of processing such applications. The Commissioner shall act upon and issue an order granting or denying each application for a limited certificate of authority. If and when all requirements of the Commissioner are met, a limited certificate of authority shall be issued and the applying entity shall comply with all steps necessary in order to qualify to do business in this state in accordance with the provisions of Section 1130 of this title. The Secretary of State shall not allow such entity to qualify to do business until it furnishes proof that it holds a limited certificate of authority issued by the Commissioner.

B. A federal association not having its main office or any branches in this state or a foreign association shall not be determined to be transacting or engaging in business in this state, either for the purposes of this act or for the purposes of Sections 1130 and 1131 of this title, solely by reason of the activities of its majority-owned subsidiary which is incorporated or qualified to do business within this state. The provisions of this subsection shall have no application to the question of whether the majority-owned subsidiary's parent company is:

1. Subject to service of process and suit in this state pursuant to the laws of this state; or

2. Subject to the taxation laws of this state.

C. A foreign association which does not have a certificate of authority or limited certificate of authority from the Commissioner, or a federal association which does not have permission from the Director of the Office of Thrift Supervision to operate its main office or any branches in this state, shall not be deemed to be transacting or engaging in business in this state, for the purposes of this act, by reason of the purchase or acquisition, holding or sale of loans secured by mortgages on Oklahoma real estate, or participating interests therein, or the foreclosure thereof and acquiring of title to such mortgaged real estate in satisfaction of the mortgage indebtedness.

D. If a certificate of authority or limited certificate of authority to transact business has not been issued by the Commissioner to a federal association not having permission from the Director of the Office of Thrift Supervision to operate its main office or any branches in this state, or to a foreign association, then such unauthorized entity shall not maintain any office in this state and shall not directly or indirectly through brokers, agents or others:

1. Receive applications for or payments or deposits to deposit accounts or investment securities of any kind at any place within this state;

2. Assert or imply directly or by means of the mail, radio, television, newspapers, magazines or other media originating from any place within this state that it has agents or representatives in this state with whom its deposit accounts and investments may be discussed;

3. Distribute any of its advertising material from any place within this state;

4. Display its name by signs or other wording on windows, doors or placards, or otherwise represent that it does business within this state or is represented for transaction of business at any location in this state; or

5. Hold assets in this state other than those permitted by subsection C of this section.

E. The Commissioner may obtain an injunction or take any other action necessary to prevent any federal association not having its main office or any branches in this state or any foreign association from violating any provision of this act or the rules of the Commissioner. Any such entity which violates any provision of this act and any agent or representative who transacts or solicits business for such entity which is acting in violation of this act shall forfeit and pay to the State of Oklahoma, to be recovered in a civil action in the name of the State of Oklahoma, the sum of Five Thousand Dollars ($5,000.00).

Added by Laws 1970, c. 101, § 65, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 33, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 22, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 62, eff. July 1, 1993; Laws 2000, c. 81, § 68, eff. Nov. 1, 2000.