Administrative Code

Virginia Administrative Code
Title 10. Finance and Financial Institutions
Agency 5. State Corporation Commission
2/22/2019

Chapter 30. Savings Institution Holding Companies

10VAC5-30-10. Definitions.

The following words and terms, when used in this chapter, shall have the following meanings unless the context clearly indicates otherwise:

"Company" means any corporation, partnership, trust, joint stock company, or similar organization.

"Control" means the ownership, control, or power to vote 25% percent or more of the voting shares of a state savings institution or other company, the ability to elect a majority of the directors of such an institution or company, or, as determined by the Commission on the basis of evidence, actual control of the management or policies of such an institution or company.

"Financial institution" means any bank, trust company, savings and loan association, industrial loan association, consumer finance company, or credit union. (§ 6.2-100 of the Code of Virginia.)

"Person" means a company, association, joint venture, pool, syndicate, sole proprietorship, unincorporated association, individual or any other entity not specifically listed.

"Savings institution" means a savings and loan association, building and loan association, building association, or savings bank, whether organized as a capital stock corporation or a nonstock corporation, which is authorized by law to accept deposits and to hold itself out to the public as engaged in the savings institution business.

"Savings institution holding company" means any person that directly or indirectly, or acting in concert with one or more other companies or persons (including one or more subsidiaries or affiliates) controls one or more stock savings institutions, or that controls in any manner the election of a majority of the directors of such an institution.

"State savings institution" means a savings institution granted a certificate of authority pursuant to the laws of the Commonwealth. (The term is identical to "state association " as defined in § 6.2-1100 of the Code of Virginia.)

"State savings institution holding company" means a savings institution holding company that controls one or more state savings institutions, but that is not a "regional savings institution holding company" as defined in § 6.2-1148 of the Code of Virginia.

Statutory Authority

§§6.2-1192 and 12.1-13 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990; Virginia Register Volume 28, Issue 1, eff. September 1, 2011.

10VAC5-30-20. Scope.

This chapter governs acquisitions intra-state of control of state savings institutions and of state savings institution holding companies, and acquisitions by such holding companies. It governs the examination, supervision and regulation of state savings institution holding companies. This chapter does not apply to any inter-state acquisition authorized by Article 5 (§ 6.2-1148 et seq. of the Code of Virginia) of Chapter 11 of Title 6.2, or to the reporting, examination, supervision, and regulation of any regional savings institution holding company resulting from such an inter-state transaction; such matters are governed entirely by Article 5 and by any regulation adopted pursuant thereto.

Statutory Authority

§§ 6.2-1192 and 12.1-13 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990; Virginia Register Volume 28, Issue 1, eff. September 1, 2011.

10VAC5-30-30. Requirement of an application.

A. Except as provided in subsection B of this Section, no person shall take any action, or consummate any transaction, directly or indirectly, or through or in concert with one or more other persons, that would result in the creation of a state savings institution holding company, and no persons shall acquire control of a state savings institution or state savings institution holding company, unless such person first (i) files a satisfactorily completed application with the Bureau of Financial Institutions using the form prescribed from time to time for such purpose; (ii) delivers to the Bureau such other information as the Bureau may require, certified or verified as may be deemed appropriate by the Bureau; (iii) pays an application fee of $3,000; and (iv) receives prior written approval of the action, transaction or acquisition from the Commission.

B. In instances in which the action to be taken is limited to the formation of a corporation by a state savings institution for the purpose of acquiring and holding the stock of such state savings institution, and the shareholders of the state savings institution will become the shareholders of the resulting state savings institution holding company, no application fee shall be required.

C. No state savings institution holding company shall acquire control of any additional financial institution, or of any other company which is not a financial institution, unless such state savings institution holding company first (i) files a satisfactorily completed application with the Bureau of Financial Institutions using the form prescribed from time to time for such purpose; (ii) delivers to the Bureau such other information as the Bureau may require, certified or verified as may be deemed appropriate by the Bureau; (iii) pays an application fee of $3,000; and (iv) receives prior written approval of the acquisition from the Commission.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-40. Standard for approval.

A. No application that involves the acquisition of control of a state savings institution or a state savings institution holding company, other than applications of the types described in subsections B and C of 10VAC5-30-30 of this chapter, shall be approved unless the Commission determines that:

1. The proposed acquisition would not be detrimental to the safety and soundness of the applicant or of the state savings institution or state savings institution holding company which the applicant seeks to acquire or control;

2. The applicant, its directors and officers (if applicable), and any proposed new directors and officers of the state savings institution or state savings institution holding company which the applicant seeks to control, are qualified by character, experience and financial responsibility to control and operate a state savings institution or state savings institution holding company;

3. The proposed acquisition would not be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts or shareholders of the state savings institution holding company or any state savings institution which the applicant seeks to acquire or control; and

4. The acquisition is in the public interest.

B. No application that involves the circumstances described in subsection B or C of 10VAC5-30-30 shall be approved unless the Commission determines that the proposed action or transaction would not be detrimental to the soundness of any state savings institution affected by the action or transaction.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-50. The application process.

Upon receiving a satisfactorily completed application, the Bureau will accept it as filed, investigate the proposed transaction, and present the matter to the Commission for action.

In every case the Commission will act within 90 days after an application has been filed, unless such time is extended. The 90-day investigation period may be extended if the Commission determines that the applicant has not furnished all the information necessary to make the determinations required herein or that the information submitted is substantially inaccurate or misleading.

Within the prescribed investigation period (or any extension thereof), and upon request of the applicant or any state savings institution or state savings institution holding company which the applicant seeks to acquire or control, or upon its own motion, the Commission may order a hearing concerning the proposed acquisition. Within the prescribed investigation period (or any extension thereof), the Commission, by giving written notice of its decision and the reasons therefor to the applicant and to the state savings institution or state savings institution holding company which the applicant seeks to acquire or control, may: (i) approve the application, (ii) disapprove the application, or (iii) impose such conditions on the acquisition as the Commission may deem advisable to effect the purposes of this section.

The 90-day investigation period may be shortened or waived by the Commission, as it deems appropriate, if the Commission finds that it must act immediately in order to prevent the probable failure of a state savings institution affected by the application.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-60. Reporting.

Every state savings institution holding company shall report by filing with the Bureau a copy of every report such holding company submits to the appropriate federal authority. Any person that is a state savings institution holding company but that is not subject to a reporting requirement of such a federal authority shall file such reports as the Bureau may direct.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-70. Books and records.

The Bureau may require every state savings institution holding company to maintain its books and records in such form as the Bureau deems necessary for its determination that every state savings institution subject to the control of such holding company is being operated in a safe and sound manner.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-80. Examination of holding company.

The Bureau may examine any state savings institution holding company and any subsidiary or affiliate of such a holding company when such examination is deemed necessary or appropriate to the proper supervision of any state savings institution. The cost of any such examination shall be borne by the holding company. Every state savings institution holding company, and every affiliate or subsidiary thereof, shall make available to the Bureau such books and records as the Bureau may require.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.

10VAC5-30-90. Cease and desist order.

If the Commission finds that any action or activity, current or proposed, of a state savings institution holding company, or of any affiliate or subsidiary thereof, is detrimental to the safety or soundness of any state savings institution, the Commission, after reasonable notice to the holding company and an opportunity for it to be heard, may order the holding company to cease and desist from such action or activity.

Statutory Authority

§ 6.2-1192 of the Code of Virginia.

Historical Notes

Derived from VR225-01-0301, eff. June 3, 1986; amended, July 1, 1990.



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