{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-1-308","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-1-308","heading":"Investment certificate issuers - Registration","body":"requirements.\n\nA. In addition to all other applicable registration provisions\n\nspecified in this act, investment certificate issuers are subject to\n\nthe provisions of this section. As used in this section:\n\n1. \"Investment certificate\" means thrift certificates,\n\ncertificates of deposit, savings obligations and similar\n\ncertificates or obligations issued and sold by an investment\n\ncertificate issuer as defined in paragraph 2 of this subsection; and\n\n2. \"Investment certificate issuer\" means any financial\n\ninstitution or person, other than a federally or state chartered\n\nbank, bank holding company, trust company or savings and loan\n\nassociation, or any credit union, which accepts investor funds or\n\ndeposits in exchange for the issuance of investment certificates;\n\nprovided, however, the term \"investment certificate issuer\" shall\n\nnot include a financial institution or person which, as of November\n\n1, 1985, issued only the following securities:\n\na. investment certificates exempt under the provisions of\n\nSections 1-201 through 1-203 of this title,\n\nb. investment certificates registered by coordination\n\nunder Section 1-303 of this title, or\n\nc. any other security as to which the Administrator, by\n\nrule or order, finds that registration is not\n\nnecessary or appropriate for the protection of\n\ninvestors.\n\nNothing contained in this act shall be construed as precluding\n\nan investment certificate issuer from qualifying for and relying\n\nupon any of the exemptions from the provisions of Sections 1-301 and\n\n1-504 of this title as contained in Sections 1-201 through 1-203 of\n\nthis title.\n\nB. In addition to other powers conferred by this act, the\n\nAdministrator shall have power to require an investment certificate\n\nissuer to:\n\n1. Cause its books and records to be made available at its\n\noffices and to provide to the Department a trial balance within five\n\n(5) days of the commencement of any examination. The books and\n\nrecords shall be audited at least once each year by an independent\n\ncertified public accountant in accordance with generally accepted\n\nauditing standards, and the report thereof, including financial\n\nstatements prepared in accordance with generally accepted accounting\n\nprinciples, furnished to the Administrator in such form as he or she\n\nmay require;\n\n2. Observe methods and standards, including classification\n\nstandards of loans, which the Administrator may prescribe by rule\n\nadopted and promulgated pursuant to the Administrative Procedures\n\nAct for determining the value of various types of assets;\n\n3. Maintain its accounting systems and procedures in accordance\n\nwith such regulations as adopted and promulgated by the\n\nAdministrator pursuant to the Administrative Procedures Act;\n\nprovided, the accounting system required shall have due regard to\n\nthe size of the investment certificate issuer;\n\n4. Charge off the whole or any part of an asset, the value of\n\nwhich, at the time of the Administrator's action, has deteriorated\n\nfor reasons set forth by the Administrator by rule adopted and\n\npromulgated pursuant to the Administrative Procedures Act; and\n\n5. Write down an asset to market value as prescribed by the\n\nAdministrator by rule adopted and promulgated pursuant to the\n\nAdministrative Procedures Act.\n\nC. Every investment certificate issuer shall obtain from the\n\nAdministrator a written acknowledgment, issued in accordance with\n\nprocedures adopted and promulgated pursuant to the Administrative\n\nProcedures Act, that the investment certificate issuer engages in\n\nthe business of accepting investor funds or deposits in exchange for\n\nthe issuance of investment certificates. Any investment certificate\n\nissuer who obtains such an acknowledgment shall be subject to this\n\nsection and shall possess all the rights, powers and privileges and\n\nshall be subject to all of the duties, restrictions and limitations\n\ncontained herein. No company or person who fails to obtain such\nness of accepting investor funds or deposits in exchange for\n\nthe issuance of investment certificates. Any investment certificate\n\nissuer who obtains such an acknowledgment shall be subject to this\n\nsection and shall possess all the rights, powers and privileges and\n\nshall be subject to all of the duties, restrictions and limitations\n\ncontained herein. No company or person who fails to obtain such\n\nacknowledgment within ninety (90) days of the effective date of the\n\nadoption by the Administrator of procedures governing the issuance\n\nof a written acknowledgment shall possess or exercise, unless\n\nexpressly given and possessed or exercised under other laws, any of\n\nthe benefits, rights, powers or privileges which are herein\n\nconferred on investment certificate issuers. Any company or person\n\nwho fails to obtain a written acknowledgment as described herein may\n\nnot engage in the business of issuing investment certificates.\n\nD. Any officer, director or employee of an investment\n\ncertificate issuer found by the Administrator to be dishonest,\n\nreckless, unfit to participate in the conduct of the affairs of the\n\ninstitution, or practicing a continuing disregard or violation of\n\nlaws, rules, regulations or orders which are likely to cause\n\nsubstantial loss to the company or likely to seriously weaken the\n\ncondition of the company shall be removed immediately from office by\n\nthe board of directors of the investment certificate issuer of which\n\nhe or she is an officer, director or employee, on the written order\n\nof the Administrator; provided, that the investment certificate\n\nissuer or officer, employee, or director may within ten (10) days\n\nfile a notice of protest for the removal with the Commission, and as\n\nsoon as possible thereafter, the Commission will review the order of\n\nthe Administrator and make findings as it deems proper, and that,\n\npending said time, the officer, employee or director shall not\n\nperform any of the duties of his office.\n\nE. An investment certificate issuer shall not, without the\n\nconsent of the Administrator:\n\n1. Make a loan to any of its stockholders owning twenty-five\n\npercent (25%) or more of the stock of the investment certificate\n\nissuer, or its officers or directors;\n\n2. Make a loan to any employee in excess of Ten Thousand\n\nDollars ($10,000.00); or\n\n3. Make a loan to or other investment in or purchase any asset\n\nfrom any company in which any of its officers, directors or\n\nstockholders may have any direct or indirect interest, unless made\n\nin an arm's length transaction.\n\nF. An investment certificate issuer shall not, without the\n\nconsent of the Administrator:\n\n1. Lend money in excess of ten percent (10%) of its\n\nshareholders' equity to any person, association, partnership or\n\ncorporation liable for such obligations; provided, however, that\n\nthis limitation does not apply to the purchase of investment\n\nsecurities; or\n\n2. Engage in, or acquire any interest in, any business\n\nprohibited to a bank chartered under the laws of this state.\n\nG. The shareholders' equity of an investment certificate issuer\n\nshall not be less than ten percent (10%) of the investment\n\ncertificates outstanding. Provided, an investment certificate\n\nissuer lawfully incorporated and operating in this state on or\n\nbefore November 1, 1985, with less than the above specified\n\nshareholders' equity shall, at the beginning of each fiscal year\n\nthereafter, increase its shareholders' equity by a minimum of one-\n\nfourth (1/4) the difference between its shareholders' equity on\n\nNovember 1, 1985, and the above specified amount until such time as\n\nits shareholders' equity equals or exceeds the amount specified\n\nabove. For purposes of computing the shareholders' equity, the\n\nreserve against bad debts shall be included.\n\nH. Every investment certificate issuer shall maintain a reserve\nquity by a minimum of one-\n\nfourth (1/4) the difference between its shareholders' equity on\n\nNovember 1, 1985, and the above specified amount until such time as\n\nits shareholders' equity equals or exceeds the amount specified\n\nabove. For purposes of computing the shareholders' equity, the\n\nreserve against bad debts shall be included.\n\nH. Every investment certificate issuer shall maintain a reserve\n\nagainst bad debts in an amount required by the Administrator by rule\n\nadopted and promulgated pursuant to the Administrative Procedures\n\nAct, but in no event shall the reserve against bad debts be less\n\nthan two percent (2%) of total loans outstanding.\n\nI. If the Administrator finds the capital of an investment\n\ncertificate issuer to be impaired according to the standard set\n\nforth in subsection G of this section, the Administrator may:\n\n1. Give notice of the impairment to the directors and\n\nshareholders of the investment certificate issuer and levy an\n\nassessment in a designated amount upon the holders of record of the\n\ninvestment certificate issuer's stock to remedy an impairment of\n\ncapital. Upon receipt of an order to levy an assessment, the\n\ndirectors shall cause to be sent to all holders of stock, at their\n\naddresses as listed on the books of the investment certificate\n\nissuer, a notice of the amount of the assessment and a copy of this\n\nsubsection. If an assessment is not paid within ninety (90) days\n\nafter the order is mailed, the Administrator, at his or her\n\ndiscretion, may offer the shares of the defaulting stockholders for\n\nsale at public auction at a price which shall not be less than the\n\namount of the assessment and the cost of the sale; or\n\n2. Apply to the district court of any county where the assets\n\nof the investment certificate issuer are located for an order\n\nappointing a conservator of, and directing him to rehabilitate, the\n\ninvestment certificate issuer. If all reasonable efforts to\n\nrehabilitate the investment certificate issuer fail, the\n\nAdministrator may apply to the court for an order directing the\n\nappointment of a liquidator to dissolve any such issuer and\n\nliquidate its assets. All rights and interests of the stockholders\n\nin the stock, property and assets of such investment certificate\n\nissuer are thereby terminated except the rights of stockholders to\n\nthe proceeds of liquidation, if any, after all other valid claims,\n\nincluding interest, against the assets of the investment certificate\n\nissuer and the proceeds of liquidation have been satisfied. The\n\nconservator or liquidator appointed under this subsection shall meet\n\nqualifications established by the Administrator by rule adopted and\n\npromulgated pursuant to the Administrative Procedures Act.\n\nJ. Whenever the capital or reserve of any investment\n\ncertificate issuer shall be impaired according to the standards set\n\nforth in subsections G and H of this section, the investment\n\ncertificate issuer shall make no new loans, renew any investment\n\ncertificates or sell new investment certificates without the consent\n\nof the Administrator.\n\nK. 1. It shall be unlawful and shall be deemed a Class C2\n\nfelony offense for any investment certificate issuer to issue\n\ninvestment certificates when insolvent.\n\n2. Every officer, director, principal stockholder, or every\n\nother person who materially participates or aids in the issuance of\n\nan investment certificate in violation of this subsection, or who\n\ndirectly or indirectly controls any such person, shall be jointly\n\nand severally liable, unless the officer, director, principal\n\nstockholder, or any other person who so participates, aids or\n\ncontrols, sustains the burden of proof that the person did not know,\n\nand could not have known, of the existence of the facts by reason of\n\nwhich liability is alleged to exist. There shall be contribution as\n\nin cases of contract among the persons so liable.\n\n3. The rights and remedies provided for in this subsection are\nor, principal\n\nstockholder, or any other person who so participates, aids or\n\ncontrols, sustains the burden of proof that the person did not know,\n\nand could not have known, of the existence of the facts by reason of\n\nwhich liability is alleged to exist. There shall be contribution as\n\nin cases of contract among the persons so liable.\n\n3. The rights and remedies provided for in this subsection are\n\nin addition to any other rights or remedies provided for in Title 71\n\nof the Oklahoma Statutes, or that may exist at law or in equity.\n\nL. The Administrator may as often as he or she deems it prudent\n\nand necessary for the protection of the public, make or cause to be\n\nmade examinations of the books, records, papers, assets and\n\nliabilities of every kind and character owned by, or relating to,\n\nevery investment certificate issuer.\n\nM. Every investment certificate issuer shall make and file with\n\nthe Administrator reports at such times and in such form as the\n\nAdministrator may prescribe by rule or order. The reports shall be\n\nverified by the oath of either the president, the vice-president, or\n\nthe secretary and attested by the signature of two or more of the\n\ndirectors. Each report shall exhibit in detail, as may be required\n\nby the Administrator, the resources and liabilities of the\n\ninvestment certificate issuer at the close of business on the day to\n\nbe specified by the Administrator.\n\nN. Every investment certificate issuer whose investor funds or\n\ndeposits are not insured by an agency of the government shall\n\ndisclose on the face of each investment certificate in ten-point\n\ntype the following:\n\n\"This certificate is not insured by the Federal Deposit\n\nInsurance Corporation or any other agency of the government.\"","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"9f74b489c00effe28325fbaad98bf076bb26c1f20a168dc672c70e7645a0f5ca","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-1-307","next":"us-ok/okla.-stat.-tit.-71-71-1-401"},"notice":"GroundRules: Original legal text. Not legal advice."}