Code of Virginia

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Code of Virginia
Title 6.2. Financial Institutions and Services
Chapter 10. Entities Conducting Trust Business
1/19/2022

Article 2. Trust Companies.

§ 6.2-1013. Definitions.

As used in this article, unless the context requires a different meaning:

"Agent" has the meaning assigned to it in § 13.1-501 of the Virginia Securities Act (§ 13.1-501 et seq.).

"Broker-dealer" has the meaning assigned to it in § 13.1-501 of the Virginia Securities Act.

"Control" means (i) ownership by a person of 25 percent or more of the voting stock of a trust company; (ii) control as defined in the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.); or (iii) as determined by the Commission, the exercise of a controlling influence over the management and policies of a trust company.

"Fiduciary" means executor, administrator, conservator, guardian of a minor, committee, or trustee.

"Investment advisor" has the meaning assigned to it in § 13.1-501 of the Virginia Securities Act.

"Investment advisor representative" has the meaning assigned to it in § 13.1-501 of the Virginia Securities Act.

"Investment company" has the meaning assigned to it in the Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.).

"Operating plan" means a plan submitted by an applicant for a certificate of authority, which plan establishes the policies and procedures a trust company will have in effect when the institution opens for business and thereafter (i) to avoid or resolve conflicts of interests, (ii) to prevent improper influences from affecting the actions of the trustee, (iii) to ensure that trust accounts are handled in accordance with recognized standards of fiduciary conduct, and (iv) to assure compliance with applicable laws and regulations.

"Principal" means any person who, directly or indirectly, owns or controls (i) 10 percent or more of the outstanding stock of a stock corporation or (ii) a 10 percent or greater interest in a nonstock corporation or a limited liability company.

1993, c. 432, § 6.1-32.11; 1994, c. 524; 1995, c. 140; 1997, c. 801; 2004, c. 781; 2010, c. 794.

§ 6.2-1014. Certificate required.

No person shall engage in the trust business without first obtaining a certificate of authority from the Commission; however, a bank or savings institution authorized under state or federal laws to engage in the trust business or a trust subsidiary, including a national bank or federal savings bank described in clause (ii) of subsection B of § 6.2-1067, may engage in such business to the extent permitted by law without obtaining a certificate under this article.

1993, c. 432, § 6.1-32.13; 2010, c. 794; 2011, c. 67; 2012, c. 608.

§ 6.2-1015. Application for certificate; fee.

A. An application for a certificate shall (i) be in writing, in such form as the Commission prescribes, (ii) be verified under oath, (iii) be supported by such information, data, and records as the Commission may require, and (iv) include an operating plan.

B. Each application for a certificate of authority shall be accompanied by an investigation fee of $10,000.

1993, c. 432, § 6.1-32.14; 1995, c. 140; 2010, c. 794.

§ 6.2-1016. Bond required.

A. No applicant shall obtain a certificate without filing with the Commission, and maintaining continuously thereafter, a surety bond in such amount as the Commission may from time to time require.

B. In no event shall the amount of the surety bond be less than $1 million.

C. The surety bond required by this section shall be for the benefit of:

1. Any person damaged as a result of a violation of the provisions of, or any regulation adopted pursuant to, this chapter;

2. Any person damaged by the negligence, fraud, or embezzlement of a trust company organized under this article or its directors, officers, or employees; and

3. Any person damaged by any other breach of trust of any trust company organized under this article or its directors, officers, or employees.

D. The Commission may revoke the certificate of any trust company that the Commission finds has failed to maintain a bond as required by this section.

1993, c. 432, § 6.1-32.17; 2010, c. 794.

§ 6.2-1017. Procedure for granting or denying certificate.

Before any trust company shall begin business, it shall obtain from the Commission a certificate of authority authorizing it to do so. Prior to the issuance of such a certificate to a trust company or affiliated trust company, the Commission shall ascertain that:

1. All of the provisions of law have been complied with;

2. The applicant is formed as a trust company for no other reason than to engage in legitimate trust business;

3. Financially responsible persons have subscribed for capital stock, surplus, and a reserve for operation in an amount deemed by the Commission to be sufficient to warrant successful operation, but the capital stock shall not be less than $500,000;

4. Each principal of an applicant has the financial responsibility, character, reputation, and general fitness to warrant belief that the business will be operated efficiently and fairly, in the public interest, and in accordance with law;

5. Oaths of all the directors have been taken and filed in accordance with § 6.2-1029;

6. The moral fitness, financial responsibility, and business qualifications of those named as officers and directors of the applicant are such as to command the confidence of the community in which the trust company is proposed to be located;

7. If the applicant is an affiliated trust company, the trust company holding company of the applicant is qualified by virtue of its business record, experience, and financial responsibility to control a trust company;

8. In its opinion, the public interest will be served by the formation of a trust company in the community where it is proposed. Authorizing the applicant to engage in the trust business as a trust company shall be deemed in the public interest if, based on all relevant evidence and information, advantages such as, but not limited to, increased competition, additional convenience, or gains in efficiency outweigh possible adverse effects such as, but not limited to, diminished or unfair competition, undue concentration of resources, conflicts of interests, or unsafe or unsound practices;

9. The operating plan and any other relevant evidence and information warrant belief that the applicant will conduct its business in accordance with generally accepted fiduciary standards;

10. The applicant has provided a bond as required by § 6.2-1016;

11. The applicant is not in violation of § 6.2-1021; and

12. Anything else deemed pertinent.

1993, c. 432, § 6.1-32.18; 1994, c. 524; 1995, c. 140; 2010, c. 794.

§ 6.2-1018. Minimum capital; state of incorporation; form of entity.

A certificate shall not be issued under § 6.2-1017 to an applicant:

1. Unless it meets the minimum capital requirement for a trust company prescribed by § 6.2-1017; and

2. That is not a corporation organized under the laws of the Commonwealth.

1993, c. 432, §§ 6.1-32.15, 6.1-32.16; 1994, c. 7; 2010, c. 794.

§ 6.2-1019. Issuance of shares; subscriptions to stock; stock option plans.

A. A trust company shall not issue no-par stock. The stock of a trust company shall be paid for in money at not less than par value, and a trust company shall not begin business until it has received payment in full of the amounts of initial capital specified in its certificate of authority.

B. Money received for subscriptions to or purchases of stock of a trust company before it opens for business shall be deposited in escrow in one or more insured financial institutions or invested in United States government obligations. Such funds shall be under the joint control of at least two organizing directors of the trust company, each of whom shall be bonded for an amount not less than the total amount of money under their control. Such funds, together with any income thereon, less such organizational expenses as have been approved by the trust company's board of directors, shall be remitted to the trust company on the day it opens for business.

C. If the trust company is denied a certificate of authority, or it is otherwise determined that the trust company will not open for business, such funds, after payment of any amount owing for expenses in connection with such attempted organization, including reasonable consulting fees, attorney fees, salaries, filing fees, and other expenses, shall be refunded to subscribers or shareholders. The directors of the trust company, individually, jointly, and severally, shall be liable for any failure of the trust company to refund such funds to the subscribers or shareholders. This liability may be enforced by a suit in equity instituted by one or more of the subscribers or stockholders on behalf of all subscribers or stockholders against the trust company and one or more of its directors.

D. The requirement that capital stock be paid for in money shall not be construed to prohibit the establishment, as otherwise authorized by law, of stock option plans and stock purchase plans, or the issuance of stock pursuant to such plans. Such plans shall be established only after the trust company has opened for business and shall be approved by the shareholders of the company in accordance with applicable provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.).

1994, c. 5, § 6.1-32.18:1; 2010, c. 794.

§ 6.2-1020. Certain transactions by affiliated trust companies prohibited.

An affiliated trust company shall not:

1. During the underwriting period, purchase from an affiliated broker-dealer, for any trust account or for its own account, any security that is being underwritten by that broker-dealer; or

2. Purchase for any trust account or for its own account any security that is issued by a company that owns five percent or more of the capital stock of, or is affiliated with, the affiliated trust company.

1994, c. 524, § 6.1-32.14:2; 1995, c. 140; 2010, c. 794.

§ 6.2-1021. Commissions or fees for sale of stock not permitted.

The Commission shall not issue a certificate of authority to a trust company if any commissions, fees, brokerage, or other compensation by whatever name have been paid or contracted to be paid by the trust company, or by anyone in its behalf, directly or indirectly, to any person for the sale of stock in such trust company. Nothing herein shall be construed to prohibit a trust company that has been issued a certificate of authority and is conducting operations from paying or contracting to pay such commissions or fees in connection with the issue or reissue of shares of stock of the trust company.

1994, c. 5, § 6.1-32.18:2; 2010, c. 794.

§ 6.2-1022. Reacquisition of shares; dividends.

A. A trust company may not purchase, redeem or otherwise reacquire shares of stock it has issued, except that the Commission, upon the petition of a trust company, may permit the company to reacquire its own stock if the Commission finds that the proposed reacquisition will not jeopardize the safety and soundness of the trust company and will not be contrary to the public interest.

B. The board of directors of any trust company may declare a dividend of so much as it finds expedient of the net undivided profits of the trust company, after providing for all expenses, losses, interest, and taxes owed by the trust company. However, before any dividend is declared, capital funds originally paid in shall have been restored by earnings to their initial level, and no dividend shall be declared or paid by the trust company that would impair the paid-in capital of the trust company. Notwithstanding the foregoing provisions of this section, the Commission may limit the payment of dividends by a trust company when it is determined that the limitation is in the public interest and is necessary to ensure the financial soundness of the trust company.

1994, c. 5, § 6.1-32.18:3; 2010, c. 794.

§ 6.2-1023. Acquisition of stock; application.

A. Except as provided in this section, no person shall acquire, directly or indirectly, 10 percent or more of the voting shares of a trust company unless such person first:

1. Files an application with the Commission in such form as the Commission may prescribe;

2. Delivers such other information to the Commission as the Commission may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors, senior officers, and principals and of any proposed new directors, senior officers, and principals of the trust company; and

3. Pays such application fee as the Commission may prescribe.

B. Upon the filing and investigation of an application, the Commission shall permit the acquisition, subject to § 6.2-1024, if it finds that the applicant and (i) its members if applicable, (ii) its directors, senior officers, and principals, and (iii) any proposed new directors, senior officers, and principals, have the financial responsibility, character, reputation, experience, and general fitness to warrant belief that the business will be operated efficiently and fairly, in the public interest, and in accordance with law. The Commission shall grant or deny the application within 60 days from the date a completed application, accompanied by the required fee, is filed, unless the period is extended by order of the Commission reciting the reasons for the extension. If the application is denied, the Commission shall notify the applicant of the denial and the reasons for the denial.

C. The foregoing provisions of this section shall not apply to a person owning 51 percent or more of the capital stock of the trust company at the time of the proposed acquisition; however, such person shall give the Commission 30 days advance written notice of the proposed acquisition and provide such additional information as the Commission may require.

1993, c. 432, § 6.1-32.19; 1995, c. 140; 2004, c. 781; 2010, c. 794.

§ 6.2-1024. Restrictions on control, officers and directors.

A. None of the following individuals or entities shall acquire control of any trust company under § 6.2-1023:

1. An agent;

2. A broker-dealer;

3. An investment advisor;

4. An investment advisor representative;

5. An investment company; or

6. Any corporation, limited liability company, partnership, business trust, association, or similar organization.

B. Nothing in this section shall prohibit (i) the formation of a trust company holding company by a trust company, (ii) any officer, director, or employee of a trust company holding company or a subsidiary of a trust company holding company from owning, indirectly, five percent or more of any class of capital stock of an affiliated trust company, or (iii) the acquisition of a trust company pursuant to § 6.2-1023 by a bank holding company as defined in 12 U.S.C. § 1841 or by a corporation that controls a subsidiary authorized to engage in the trust business under federal law or the laws of any state.

1993, c. 432, § 6.1-32.20; 1994, c. 524; 1995, c. 140; 2004, c. 781; 2010, c. 794.

§ 6.2-1025. Report to Commission of election of director.

Within 60 days following the election or reelection of any person as a director of a trust company, the trust company shall furnish such information to the Commission relative to his personal character, integrity, financial condition, and personal and business background as the Commission shall from time to time prescribe. Such report, under oath, shall be signed by the director as well as a designated officer of the trust company. Any person knowingly making a false statement in such a report is guilty of perjury.

1968, c. 606, § 6.1-48.1; 1974, c. 665, § 6.1-51.1; 1992, c. 552; 1994, c. 105; 2010, c. 794.

§ 6.2-1026. Removal of director or officer; appeals; penalty.

A. Whenever any director or officer of a trust company doing business in the Commonwealth, shall have continued to violate any law relating to such trust company or shall have continued unsafe or unsound practices in conducting the business of such trust company, after the director or officer, and the board of directors of the trust company of which he is a director or officer, have been warned in writing by the Commissioner to discontinue such violation of law or such unsafe or unsound practices, the Commissioner shall certify the facts to the Commission. The Commission shall thereupon enter an order requiring such director or officer to appear before the Commission, within not less than 10 days, to show cause why he should not be removed from office and thereafter restrained from participating in any manner in the management of such trust company. Such order shall contain a brief statement of the facts certified to the Commission by the Commissioner. A copy of such order shall be served upon such director or officer, and a copy thereof shall be sent by registered mail to each director of the trust company affected.

B. If, after granting the accused director or officer a reasonable opportunity to be heard, the Commission shall find that he has continued to violate any law relating to such trust company, or has continued unsafe or unsound practices in conducting the business of such trust company, after he and the board of directors of the trust company of which he is a director or officer have been warned in writing by the Commissioner to discontinue such violation of law or unsafe or unsound practices, the Commission shall enter an order removing such director or officer from office and restraining such director or officer from thereafter participating in any manner in the management of such trust company. A copy of such order shall be served upon such director or officer. A copy of such order shall also be served upon the trust company of which he is a director or officer. Upon such removal the director or officer shall cease to be a director or officer of such trust company and thereafter cease to participate in any manner in the management of such trust company.

C. Any director or officer aggrieved (i) by any order of the Commission entered under subsection B or (ii) by an order refusing to remove another director or officer from office or to restrain him from participating in the management of the trust company, shall have, of right, an appeal to the Supreme Court of Virginia within 60 days from the date of the order.

D. Any director or officer removed or restrained under the provisions of subsection B from participating in any manner in the management of any trust company of which he is a director or officer, and who thereafter participates in any manner in the management of such trust company except as a stockholder therein, is guilty of a Class 6 felony.

Code 1950, §§ 6-40, 6-41, 6-42; 1966, c. 584, §§ 6.1-49, 6.1-50, 6.1-51; 1974, c. 665, § 6.1-51.1; 1979, c. 58; 1992, c. 136; 2010, c. 794.

§ 6.2-1027. Bonds required of officers and employees; blanket bond.

A. The board of directors of every trust company shall require bonds from all of the active officials and employees of such corporation. In lieu of such bonds, the board may obtain one or more blanket bonds. The surety on every bond shall be a bonding or surety company authorized to transact business in Virginia, and the penalty of any such bond shall be increased whenever in the opinion of the Commission it is necessary for the protection of the public interest.

B. If a trust company is unable to obtain the bond required by this section, it shall immediately notify the Commission. The Commission may then direct the trust company to have an audit performed at its expense by an independent certified public accounting firm. The trust company shall obtain blanket bond coverage as soon as such coverage is available. Failure to obtain blanket bond coverage may be cause for action by the Commission as provided by § 6.2-1036.

Code 1950, § 6-46; 1966, c. 584, § 6.1-54; 1974, c. 665; 1979, c. 52; 1992, c. 365; 2010, c. 794.

§ 6.2-1028. Offices.

A. When satisfied that the public interest, as defined in subdivision 8 of § 6.2-1017, will be served, the Commission may authorize:

1. A trust company having paid-up and unimpaired capital and surplus in an amount deemed sufficient to warrant expansion to establish additional offices; and

2. The relocation of any office.

B. The office at which a trust company begins business shall be designated initially as its principal office. The board of directors of a trust company may thereafter redesignate as the principal office another authorized office of the trust company in the Commonwealth. The trust company shall notify the Commission of any such redesignation not later than 30 days before its effective date and shall confirm to the Commission any redesignation within 10 days of its occurrence.

1993, c. 432, § 6.1-32.21; 1997, c. 51; 2010, c. 794.

§ 6.2-1029. Directors.

A. The affairs of every trust company shall be directed by a board of directors. The board shall consist of not less than five nor more than 25 individuals. A majority of the directors shall be citizens of the Commonwealth.

B. Every director of a trust company shall be the sole owner, and have in his personal possession or control shares, of stock of such trust company having a book value of not less than $2,000 and, within 30 days of election, shall take an oath that he will diligently and honestly perform his duties as a director and that he is the sole owner and has in his possession or control the required amount of stock, unencumbered in any way. When a director is reelected or reappointed, he shall take an oath certifying his ownership and control of the required amount of unencumbered stock throughout his previous term.

C. Any director who (i) fails, for a period of 30 days, to take the oath or (ii) does not comply with the requirement for ownership of stock, both as required by subsection B, shall automatically forfeit his office.

D. Within 60 days following the election or reelection of any individual as a director of a trust company, the trust company shall furnish such information to the Commission relative to his personal character, integrity, financial condition, and personal and business background, as the Commission shall from time to time prescribe. Such report, under oath, shall be signed by the director as well as a designated officer of the trust company. Any person knowingly making a false statement in such a report is guilty of perjury.

1993, c. 432, § 6.1-32.22; 1994, c. 105; 2010, c. 794.

§ 6.2-1030. Discount by officer, director, or employee of refused paper.

No officer, director, or employee of a trust company may purchase or discount any note or paper at a rate of interest in excess of what the trust company might charge knowing that the trust company has refused to purchase or discount such paper.

Code 1950, § 6-44; 1966, c. 584, § 6.1-53; 2010, c. 794.

§ 6.2-1031. Reports.

Each trust company and trust company holding company shall file statements of condition and other reports with the Commission in accordance with requirements established by regulation.

1993, c. 432, § 6.1-32.23; 1995, c. 140; 2010, c. 794.

§ 6.2-1032. Investigations; examinations.

A. The Commission may, by its designated officers and employees, as often as it deems necessary, investigate and examine the affairs, business, premises, and records of any trust company and of any trust company holding company. Examinations of such trust companies shall be conducted at least twice in each three-year period.

B. In the course of such investigations and examination, the principals, officers, directors, and employees of such trust company or trust company holding company being investigated or examined shall, upon demand of the person making such investigation or examination, afford full access to all premises, books, records, and information that the person making such investigation or examination deems necessary. For the foregoing purposes, the person making the investigation or examination shall have authority to administer oaths, examine under oath all the aforementioned persons, and compel the production of papers and objects of all kinds.

1993, c. 432, § 6.1-32.24; 1995, c. 140; 2010, c. 794.

§ 6.2-1033. Fees.

A. In order to defray the costs of their examination, supervision, and regulation, every trust company shall pay a fee of $330 per day per examiner during examinations.

B. Each trust company and each trust company holding company shall also pay to the Commission:

1. Such additional or special costs as the Commission may incur in connection with its examination;

2. For investigating an application for authority to establish a branch office pursuant to § 6.2-1028, a fee of $1,800;

3. For investigating an application to change the location of a principal office or branch office, a fee of $1,000; and

4. For investigating an application made pursuant to § 6.2-1023, a fee of $7,000.

1993, c. 432, § 6.1-32.25; 1994, c. 6; 1995, c. 140; 2010, c. 794.

§ 6.2-1034. Regulations.

The Commission may adopt such regulations as it deems appropriate to effect the purposes of this article. Before adopting any such regulation, the Commission shall give reasonable notice of its content and shall afford interested parties an opportunity to be heard in accordance with the Commission's Rules. In adopting regulations applicable to affiliated trust companies, the Commission shall be guided, where appropriate, by those standards and requirements concerning self-dealing and conflicts of interests that apply to banks, bank holding companies, and their subsidiaries when engaged in both trust and securities activities.

1993, c. 432, § 6.1-32.26; 1995, c. 140; 2010, c. 794.

§ 6.2-1035. Audits.

The Commission may require trust companies or trust company holding companies to have audits made of their books, records, and methods of operation annually. The Commission may require such audits to be conducted at any other time that it appears to the Commission that (i) the internal controls of a trust company or trust company holding company are not adequate, (ii) it is engaging in unsound practices, or (iii) its financial condition makes such audit necessary.

1993, c. 432, § 6.1-32.27; 1995, c. 140; 2010, c. 794.

§ 6.2-1036. Commission's remedial powers.

A. If the Commission finds that a trust company (i) has failed to fully observe the laws of the Commonwealth, (ii) is being operated in an unsafe or unsound manner, (iii) has failed to comply with any Commission order or regulation, (iv) is engaging in any irregular practices, or (v) is, or is about to become, insolvent or its capital has been, or is in danger of being, impaired, the Commission shall give notice thereof to the officers and directors of the company. If necessary to conserve the assets of the company or protect the public interest, the Commission may:

1. Close the company for a period not exceeding 60 days, which period may be further extended for a like period or periods as the Commission deems necessary;

2. Require that all orders and regulations of the Commission be complied with;

3. Require that the company make reports daily or at such other times as may be required as to the results achieved in carrying out the Commission's orders;

4. Require that any irregularities be promptly corrected;

5. Require that any impairment of capital be made good; or

6. Temporarily suspend the right of the company to receive any further property in a fiduciary capacity.

B. If the Commission determines that a receiver should be appointed for a trust company, the Commission may close the company; take charge of the books, assets and affairs of the company; and apply to any circuit court in the Commonwealth for the appointment of a receiver to take charge of the company's business, assets and affairs. Proceedings for appointment of a receiver for a trust company shall not be entertained by any court except on application of the Commission.

C. The Commissioner may issue and serve upon a trust company a cease and desist order if, in the opinion of the Commissioner, the company is engaging, has engaged, or, there is reasonable cause to believe, is about to engage in an unsafe or unsound practice, irregularity, or any violation of law, rule, or regulation applicable to the conduct of its business, or any Commission order. The cease and desist order shall contain a statement of the facts upon which it is based and may require, in terms that may be mandatory or otherwise, the company and its directors, officers, employees, and agents to cease and desist from the practice or violation. The order shall specify its effective date and shall notify the company of its right to request a hearing in accordance with the Commission's Rules.

D. When the practice or violation specified in an order issued pursuant to subsection C, or any continuation thereof, is likely to prejudice the company's stockholders, or persons having an interest in property held by the company in a fiduciary capacity, the Commissioner may make the order effective immediately. An order shall remain in effect until withdrawn by the Commissioner or terminated by the Commission after a hearing. A request for a hearing shall be given expeditious treatment on the Commission's docket, and the Commission need not allow 10 days' notice to the company.

1993, c. 432, § 6.1-32.28; 1994, c. 524; 1995, c. 140; 2010, c. 794.

§ 6.2-1037. Effect of surrender or revocation of certificate.

If a trust company surrenders its certificate or its certificate is revoked, the trust company, its assets, and the assets it holds in trust shall nevertheless continue to be subject to the provisions of this article, including the provisions of § 6.2-1036.

1993, c. 432, § 6.1-32.29; 2010, c. 794.

§ 6.2-1038. Appointment of receiver.

A. When in the judgment of the Commission it is necessary for the protection of the interests of the Commonwealth or of the creditors of any trust company doing business in the Commonwealth, the Commission shall apply to any court in the Commonwealth having jurisdiction to appoint receivers for the appointment of a receiver to take charge of the business affairs and assets and to wind up the affairs and business of any such trust company failing to comply with the requirements of the Commission, or found upon examination to be insolvent or unable to meet its obligations and the legal demands made upon it in the ordinary course and conduct of its business.

B. Reference is hereby made to §§ 6.2-916 through 6.2-924 and Article 14 (§ 6.2-925 et seq.) of Chapter 8 for provisions applicable to receiverships of trust companies.

Code 1950, § 6-116; 1966, c. 584, § 6.1-102; 2010, c. 794.

§ 6.2-1039. Engaging in trust business without authority; Commission may examine accounts of suspected person; penalty.

A. Every person who trades or deals as a trust company, or conducts a trust business, without authority of law, and their officers and agents, is guilty of a Class 6 felony.

B. The Commission shall have authority to examine the accounts, books, and papers of any person who it has reason to suspect is doing a trust business, in order to ascertain whether such person has violated, or is violating, any provision of this title. The refusal to submit such accounts, books, and papers shall be prima facie evidence of such violation.

Code 1950, § 6-133; 1966, c. 584, § 6.1-111; 1992, c. 136; 1994, c. 7; 2010, c. 794.

§ 6.2-1040. Unlawful use of terms indicating that business is trust company; penalty.

A. A person not authorized to engage in the trust business in the Commonwealth by the provisions of this title or under the laws of the United States, shall not (i) use any office sign having thereon any name or other words indicating that any such office is the office of a trust company; (ii) use or circulate any letterheads, billheads, blank notes, blank receipts, certificates, circulars or any written or printed paper, having thereon any name or word indicating that such person is a trust company; or (iii) use the word "trust" or the equivalent thereof in any foreign language, or the plural thereof in connection with any business other than a trust business.

B. The foregoing prohibitions shall not apply to use by a trust company holding company of the word "trust" or the equivalent thereof in its name, or of a name similar to that of a subsidiary trust company of such trust company holding company.

C. The use of the above-mentioned words in the name of, or in connection with, any other business shall not be prohibited if the context or remaining words show clearly and definitely that the business is not a trust company, and is not carrying on a trust business.

D. Any person violating the provisions of this section, either individually or as an interested party, is guilty of a Class 6 felony.

Code 1950, § 6-134; 1966, c. 584, § 6.1-112; 1972, c. 187; 1992, cc. 24, 136; 2000, c. 56; 2003, c. 592; 2010, c. 794.

§ 6.2-1041. Civil penalties for failure to comply with § 62-1031 or 62-1032.

A. Any trust company failing to comply with any of the provisions of § 6.2-1031, for a period of longer than 30 days, after being called upon by the Commission for a statement, or to do such other act as is therein provided, shall be subject to assessment by the Commission of a civil penalty of not less than $100 nor more than $1,000 per day for each day of noncompliance.

B. Any officer of any trust company who shall refuse to give any examiner the information or refuse to be sworn, as required by § 6.2-1032, shall be subject to assessment by the Commission of a civil penalty of not less than $25 nor more than $100 per day for each day of noncompliance.

Code 1950, § 6-128; 1966, c. 584, § 6.1-114; 1974, c. 665; 1976, c. 658; 1988, c. 555; 1997, c. 142; 2010, c. 794.

§ 6.2-1042. Making derogatory statements affecting trust companies; penalty.

Any person who willfully and maliciously makes, circulates or transmits to another, any statement, rumor or suggestion that is directly or by reference derogatory to the financial condition, or affects the solvency or financial standing of, any trust company doing business in the Commonwealth, or who counsels, aids, procures or induces another to start, transmit, or circulate any such statement or rumor, is guilty of a Class 1 misdemeanor.

Code 1950, § 6-132; 1966, c. 584, § 6.1-119; 1991, c. 710; 2010, c. 794.

§ 6.2-1043. Use of trust company name, logo, or symbol for marketing purposes; penalty.

A. As used in this section, "name, logo, or symbol, or any combination thereof, of a trust company" includes any name, logo, or symbol, or any combination thereof, that is deceptively similar to the name, logo, or symbol of a trust company.

B. Except as provided in subsection C, no person shall use the name, logo, or symbol, or any combination thereof, of a trust company in marketing material provided to or solicitation of another person in a manner such that a reasonable person may believe that the marketing material or solicitation originated from or is endorsed by the trust company or that the trust company is responsible for the marketing material or solicitation.

C. This section shall not apply to (i) an affiliate or agent of the trust company or (ii) a person who uses the name, logo, or symbol of a trust company with the consent of the trust company.

D. Any person violating the provisions of this section, either individually or as an interested party, is guilty of a Class 1 misdemeanor. This section shall not affect the availability of any remedies otherwise available to a trust company.

2005, c. 240, § 6.1-119.1; 2010, c. 794.

§ 6.2-1044. Offenses by officer, director, agent or employee of trust company; penalties.

A. Any officer, director, agent, or employee of any trust company who embezzles, abstracts, or willfully misapplies any of the moneys, funds or credits of, or in the possession or control of the trust company is guilty of larceny and subject to the penalties provided in § 18.2-95 or 18.2-96.

B. Any officer, director, agent or employee of any trust company who (i) issues or puts forth any certificate of deposit, (ii) draws any order or bill of exchange, (iii) makes any acceptance, (iv) assigns any note, bond, draft, bill of exchange, mortgage, judgment, decree or other instrument in writing, or (v) makes any false entry in any book, report or statement of such trust company with intent in any case to injure or defraud the trust company, or any other individual or entity, or to deceive any officer of the trust company or the Commission, or any agent or examiner authorized to examine the affairs of the trust company, and any person, who, with like intent, aids or abets any such officer, director, agent or employee of such trust company in any act described in clauses (i) through (v), is guilty of a Class 5 felony.

C. Any officer of a trust company who knowingly makes a false statement of the condition of any trust company is guilty of a Class 5 felony.

Code 1950, §§ 6-128, 6-138; 1966, c. 584, § 6.1-122; 1974, c. 665; 2010, c. 794.

§ 6.2-1045. Officers, directors, agents and employees violating or causing trust company to violate laws; civil liability not affected.

Any officer, director, agent, or employee of any trust company who knowingly violates or who knowingly causes any trust company to violate any provision of this chapter, or knowingly participates or knowingly acquiesces in any such violation, unless other punishment is provided for the offense of such officer, agent, or employee, is guilty of a Class 1 misdemeanor. The provisions of this section shall not affect the civil liability of any such officer, director, agent or employee.

Code 1950, § 6-139; 1966, c. 584, § 6.1-123; 1974, c. 665; 2010, c. 794.

§ 6.2-1046. Civil penalties for violation of Commission's orders.

A. The Commission may impose, enter judgment for, and enforce by its process, a civil penalty not exceeding $10,000 upon any trust company or against any of its directors, officers, or employees, who it determines, in proceedings commenced in accordance with the Commission's Rules, has violated any lawful order of the Commission.

B. The Commission may remove from office any director or officer of a trust company for a second or subsequent violation by him of any such order.

C. In all cases the defendant shall have an opportunity to be heard and to introduce evidence, and the right to appeal as provided by law.

1968, c. 791, § 6.1-125; 1974, c. 665; 1976, c. 658; 2010, c. 794.