90-3

September 18, 1990

Dear M ________:

This is in response to your letter of September 17, 1990, confirming our conversation of that date regarding the sharing of office space of two related entities, one of which is our licensee.

The facts, as stated in your letter, are as follows: “The Bank has a licensed representative office in California pursuant to Sections 1725 et. seq. of the California Financial Code. The Bank’s licensed representative in California is Mr. A, an independent contractor, and the Bank’s representative office employs several persons, among them Mr. A. It has been proposed that a separate corporation (“Securities”), which is affiliated with the Bank, will establish a presence in California and become a registered broker-dealer. The proposed arrangement is that the representative office and Securities will share office space, and that one or more of the current employees of the representative office will become co-employees of both the representative office and Securities. To avoid confusing customers, the distinction between these two entities will be maintained in all circumstances. Among other things, separate letterheads and business cards will be maintained, and all customers will be carefully told which entity they are dealing with. As you know, pursuant to California Financial Code Section 1728, a California representative office of a foreign bank can only perform certain limited activities in this state, and it is therefore less likely customers will be confused.”

Based upon the facts as stated above, the State Banking Department will interpose no objection to this arrangement. This position is based upon the representations set forth in your letter and is subject to change in the event of any material modification of the facts and circumstances you described.

Sincerely,

JOHN PAULUS
Deputy Superintendent of Banks
Office of Policy