N.Y. Comp. Codes R. & Regs. tit. 3 § 110.4

Current through Register Vol. 46, No. 43, October 23, 2024

Section 110.4 - Information and documents required to be submitted

A person seeking to acquire control of a mortgage loan servicer shall submit information and documents as set forth below:

(a) Name and address of mortgage loan servicer and applicant. Set forth the name, address, principal place of business, telephone and fax numbers of the applicant and of the mortgage loan servicer in which an interest is being acquired. If applicable, also state any trade or fictitious names which have been or will be used by the applicant.

(b) Type of qualifying experience. Each mortgage loan servicer must have a person with the qualifying experience, as described in Part 418 of this Title, as either an owner, general partner, trustee or executive officer of the corporation. Such person shall be actively engaged in the daily operations of the mortgage loan servicer. State the name of the person who, subsequent to the proposed change of control, will have such experience.

(c) Organizational structure and ownership of applicant. State whether the applicant is an individual, corporation, partnership or trust. If an individual, set forth the name, residence address and telephone and fax numbers of the individual applicant. If a corporation, set forth the name, residence address, telephone and fax numbers and percent of each class of outstanding capital stock owned by each executive officer, director and principal stockholder. If a partnership, set forth the name, residence address, telephone and fax numbers and percentage ownership of each controlling member of the partnership. If a trust, set forth the name, residence address and telephone and fax numbers of each trustee and principal beneficiary of the trust. If a corporation, list the number and percentage of stock owned by each stockholder owning not less than 10 percent of any class of the outstanding capital stock. If a partnership, state where the articles of partnership were filed and the date of filing. If a corporation, indicate the state of incorporation and the date of filing. List the complete name and address of any branch, subsidiary, or other affiliate of the applicant operating in this State.

(d) Name and address of principal contact person. Set forth the name, complete address and telephone and fax numbers of the person(s) having general responsibility for the applicant to whom all communications from the department should be addressed and the person(s) responsible for regulatory and financial matters.

(e) Licenses received. List all states in which the applicant, under this or any other name, or any subsidiary or other affiliate of the applicant, is licensed to engage in any of the following businesses: banking, insurance, sales finance, small loan, mortgage lending, mortgage loan servicing, insurance premium financing, real estate or securities, together with the name of the operating company and the name and address of the agency responsible for supervising the person or entity. Also, list any professional licenses held by any of the foregoing.

(f) Prior applications. The applicant, under this or any other name, any subsidiary or other affiliate of the applicant, and, as applicable, any officer, director and principal stockholder of a corporate applicant, any controlling member of a partnership applicant and trustee and principal beneficiary of a trust applicant shall submit information with respect to any refusal, revocation or suspension of license(s), registration(s) or authorization(s) to do business in this or any other state and/or any prior bankruptcy adjudications or criminal convictions in this or any other state.

(g) Unsafe or unsound banking practices. The applicant, under this or any other name, any subsidiary or other affiliate of the applicant, and, as applicable, any executive officer, director and principal stockholder of a corporate applicant, any controlling member of a partnership applicant and any trustee and principal beneficiary of a trust applicant shall submit information with respect to any finding of having conducted unsafe or unsound practices while employed as an officer, director, or trustee of a banking organization or having been removed as an officer, director, or trustee of a banking organization by any bank regulatory agency.

(h) Financial information; financial responsibility requirements. The applicant shall file:

(1) unless exempted as provided in section 418.13(a) of this Title, an audited consolidated annual financial statement of the applicant prepared by an independent certified public accountant as of the close of its most recent fiscal year end with an opinion prepared by an independent certified public accountant showing net worth at the close of its most recent fiscal year of at least $250,000 plus:

(i) 1/4 of one percent of the outstanding balance of loans to be serviced; or

(ii) if such applicant will be solely a third-party servicer, 1/4 of one percent of the outstanding principal amount of New York mortgage loans for which it will be a third-party servicer; or

(iii) if such applicant will be a third-party servicer with respect to certain mortgage loans and will own other mortgage loans or the servicing rights thereto, 1/4 of one percent of the outstanding principal balance of the non-third-party servicer loans and 1/4 of one percent of the outstanding principal amount of the New York mortgage loans for which it is a third-party servicer;

(2) if the applicant is a corporation, partnership or trust, annual financial statements, audited if available, for the previous two years and unaudited financial statements of the applicant for each fiscal quarter since the end of the most recent fiscal year end;

(3) evidence, satisfactory to the superintendent, that the proposed change of control will not adversely affect the continued coverage of the registrant either under its existing surety bond or under a substitute surety bond acceptable to the superintendent;

(4) evidence, satisfactory to the superintendent, that the proposed change of control will not adversely affect the continued coverage of the registrant either under its existing fidelity and E&O bonds or under substitute fidelity and E&O Bonds acceptable to the superintendent; and

(5) a pro forma financial statement for the successor company, if applicable, showing net worth of at least $250,000 plus:

(i) 1/4 of one percent of the outstanding principal balance of New York mortgage loans; or

(ii) if such successor company will be solely a third-party servicer, 1/4 of one percent of the outstanding principal amount of New York mortgage loans for which it will be a third-party servicer; or

(iii) if such successor company will be a third-party servicer with respect to certain mortgage loans and will own other mortgage loans or the servicing rights thereto, 1/4 of one percent of the outstanding principal balance of the non-third-party servicer loans and 1/4 of one percent of the outstanding principal amount of the New York mortgage loans for which it is a third-party servicer.

(i) Personal information. As applicable, each individual applicant, each director, the three most senior executive officers and, if different, any officer(s) who will be in charge of the New York operations of the MLS and the each principal stockholder of a corporate applicant, each controlling member of a partnership applicant or trustee and principal beneficiary of a trust applicant shall complete a personal history questionnaire obtained from the department. Each such person shall file an authority to release information form. As applicable, each individual applicant, each director, the three most senior executive officers and, if different, any officer(s) who will be in charge of the New York operations of the MLS and the principal stockholders of a corporate applicant, each controlling member of a partnership applicant, or trustee and principal beneficiary of a trust applicant shall submit a signed and acknowledged current personal financial statement.

(j) Description of acquisition. Describe the proposed transaction which will result in a change of control, indicating the purpose, source of funds, financing terms, if applicable, and any contemplated changes in the organizational structure, management and staffing of the existing mortgage loan servicer.

(k) Corporate, partnership, trust or trade style documents of the applicant to be submitted, as applicable:

(1) a copy of the certificate of incorporation;

(2) a copy of the qualification to do business in this State;

(3) a copy of the certificate of limited or general partnership;

(4) a copy of an executed partnership agreement;

(5) a certificate of the county clerk or Secretary of State, as may be appropriate, that a trade name or "doing business as'' certificate has been filed pursuant to section 130 of the General Business Law;

(6) a copy of an executed trust agreement; and

(7) a copy of any contract of sale or purchase agreement.

(l) Other documents to be submitted:

(1) affidavit of ownership filed by the applicant;

(2) litigation affidavit describing any legal proceedings against the applicant and against any executive officer, director or principal stockholder of a corporate applicant, controlling member of a partnership applicant, or trustee or principal beneficiary of a trust applicant;

(3) fingerprint cards (New York State NON-CRIMINAL and FBI) for each individual applicant, executive officer, director and principal stockholder of a corporate applicant, controlling member of a partnership applicant, or trustee and principal beneficiary of a trust applicant, together with such fees as may be required for processing the fingerprints;

(4) a background report for each individual applicant, executive officer, director and principal stockholder of a corporate applicant, controlling member of a partnership applicant, or trustee and principal beneficiary of a trust applicant (names of acceptable companies that supply such reports may be obtained from the Mortgage Banking Unit of the department); and

(5) taxpayer identification information form for the applicant.

(m) Checklist. A checklist of the information and documents required to be submitted with the application to acquire control of a mortgage loan servicer may be found on the department's website set forth in section 1.1 of Supervisory Policy G 1 of this Title along with the instructions for completing and submitting the application.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 110.4