Code of Virginia

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Code of Virginia
Title 6.2. Financial Institutions and Services
Chapter 8. Banks
12/6/2021

Chapter 8. Banks.

Article 1. General Provisions.

§ 6.2-800. Definitions.

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

"Bank" means a corporation authorized by statute to accept deposits and to hold itself out to the public as engaged in the banking business in the Commonwealth.

"Bankers' bank" means a bank whose shares are owned exclusively by either (i) financial institutions that have or are eligible for insurance of deposits by a federal agency or (ii) financial institution holding companies as defined in § 6.2-700 or savings institution holding companies as defined in § 6.2-1100 owning any financial institution described in clause (i), provided that no such financial institution or holding company owns, directly or indirectly, more than five percent of the issued and outstanding voting shares of any bankers' bank.

"Bank holding company" means any corporation (i) that directly or indirectly owns, controls, or holds with power to vote, 25 percent or more of the voting shares of one or more banks or of a corporation that is or becomes a bank holding company by virtue of this definition, (ii) that controls in any manner the election of a majority of the directors of one or more banks, or (iii) for the benefit of whose shareholders or members 25 percent or more of the voting shares of one or more banks or bank holding companies is held by trustees. For the purpose of this definition, any successor to any such corporation shall be deemed to be a bank holding company from the date as of which such successor corporation becomes a bank holding company. Notwithstanding the foregoing, (a) a bank shall not be a bank holding company by virtue of its ownership or control of shares in a fiduciary capacity except where such shares are held for the benefit of the shareholders of such banks, (b) a corporation shall not be a bank holding company by virtue of its ownership or control of its shares acquired by it in connection with its underwriting of securities and which are held only for such period of time as will permit the sale thereof upon a reasonable basis, (c) a corporation formed for the sole purpose of participating in a proxy solicitation shall not be a bank holding company by virtue of its control of voting rights or shares acquired in the course of such solicitation, and (d) a corporation shall not be a bank holding company if at least 80 percent of its total assets are composed of holdings in the field of agriculture.

"FDIC" means the Federal Deposit Insurance Corporation.

"International banking facility" means a set of assets and liability accounts segregated on the books and records of the bank, or an adjacent or other subsidiary that includes only international banking facility time deposits and international banking facility extensions of credit. The facility may either be located within Virginia or outside the territorial United States. "International banking facility" has the meaning assigned to it by the laws of the United States or the regulations of the Board of Governors for the Federal Reserve System.

"State bank" means a bank incorporated under the laws of the Commonwealth and that has its principal place of business in the Commonwealth.

"Trust business" has the meaning assigned to it in § 6.2-1000.

"Trust company" has the meaning assigned to it in § 6.2-1000.

Code 1950, §§ 6-6, 6-27.1, 6-66; 1962, c. 404; 1966, c. 584, §§ 6.1-4, 6.1-80; 1974, c. 665; 1982, c. 411; 1983, c. 453, § 6.1-11.2; 1987, c. 556; 1989, cc. 376, 650, § 6.1-6.1; 1993, cc. 182, 432; 1994, c. 7; 1996, cc. 218, 306; 2006, c. 633; 2010, c. 794.

§ 6.2-801. Application of chapter.

The provisions of this chapter shall apply to all state banks, and so far as constitutionally permissible, to all banks organized under the laws of the United States doing business in Virginia.

Code 1950, §§ 6-6, 6-27.1; 1962, c. 404; 1966, c. 584, § 6.1-4; 1974, c. 665; 1987, c. 556; 1993, c. 432; 2010, c. 794.

§ 6.2-802. Effect of chapter on certain banks.

A. Nothing in this chapter shall be construed to change or affect any privilege granted by charter to any bank incorporated before June 15, 1910, nor to affect the legality of any investment made or transaction had prior to June 18, 1928, pursuant to any provisions of law in force when such investment was made or transaction occurred.

B. No provision of this chapter other than § 6.2-803 shall apply to any bank chartered prior to June 15, 1910, under the laws of the Commonwealth but having no place of business within the Commonwealth and conducting its entire business outside of the Commonwealth.

Code 1950, § 6-8; 1966, c. 584, § 6.1-7; 2010, c. 794.

§ 6.2-803. Entities authorized to engage in banking business.

A. No person, except (i) corporations duly chartered and already conducting banking business in the Commonwealth under authority of the laws of the Commonwealth or the United States, (ii) corporations that shall hereafter be incorporated under, and authorized to conduct banking business in the Commonwealth under authority of, the laws of the Commonwealth, (iii) corporations that shall hereafter be authorized to do business in the Commonwealth under the banking laws of the United States, and (iv) banks authorized, after July 1, 1995, to establish and operate one or more branches in the Commonwealth under Article 6 (§ 6.2-836 et seq.) or Article 7 (§ 6.2-849 et seq.) of this chapter, shall engage in the banking business in the Commonwealth. No foreign corporation, except as permitted in Chapter 7 (§ 6.2-700 et seq.), shall engage in a banking business in the Commonwealth.

B. Nothing in this chapter shall prevent:

1. An individual from qualifying and acting as trustee, personal representative, guardian, conservator, committee or in any other fiduciary capacity;

2. Any person from (i) lending money on real estate and personal security or collateral, (ii) guaranteeing the payment of bonds, notes, bills and other obligations, or (iii) purchasing or selling stocks and bonds;

3. Any bank organized under the laws of the Commonwealth from qualifying and acting in another state as trustee, personal representative, guardian of a minor, conservator, or committee or in any other fiduciary capacity, when permitted so to do by the laws of such other state; or

4. An incorporated association that is authorized to sell burial association group life insurance certificates in the Commonwealth, as described in the definition of limited burial insurance authority in § 38.2-1800, the principal purpose of which is to assist its members in (i) financial planning for their funerals and burials and (ii) obtaining insurance for the payment, in whole or in part, for funeral, burial, and related expenses, from serving as trustee of a trust established pursuant to § 54.1-2822.

C. Nothing in this section shall be construed:

1. To prevent banks organized in the Commonwealth and chartered under the laws of the United States from transacting business in the Commonwealth; or

2. To prevent a real estate broker as defined in § 54.1-2100 from owning or operating a bank provided that the requirements of this chapter are met.

Code 1950, § 6-9; 1966, c. 584, § 6.1-5; 1985, c. 544; 1995, c. 301; 1997, c. 801; 1999, c. 835; 2003, cc. 536, 558, 910; 2007, c. 621; 2010, c. 794.

§ 6.2-804. Amendment of powers of state banks by regulation of the Commission.

A. In addition to the powers specifically granted to banks by the provisions of this chapter, the Commission may by regulation amend the powers of state banks so as to allow such state banks to engage in any activity in which a bank subject to the jurisdiction of the federal government may be authorized by federal legislation or regulation to engage.

B. The Commission, by regulation, may specify the activities that are permitted to be conducted at a location that is not authorized as a branch under § 6.2-831, in order to allow a state bank to engage in any activity in which a bank subject to the jurisdiction of the federal government may engage at a location other than a branch.

C. Regulations authorized by this section shall be adopted as provided in the Commission's Rules.

1968, c. 325, § 6.1-5.1; 1975, c. 81; 1987, c. 556; 1997, c. 111; 2010, c. 794.

§ 6.2-805. Commission authorized to confer on state banks power to make charges comparable to those permitted to national banking associations.

In addition to the permissible interest rates and charges that banks specifically, and lenders generally, are granted the power to charge by this title, the Commission may, by order, from time to time confer upon state banks the power to take, receive, reserve, and charge on any loan or discount made, at a rate of one per centum in excess of the discount rate on 90-day commercial paper in effect at the Federal Reserve Bank for the fifth Federal Reserve District. The Commission may thereby confer upon state banks the power to make charges that are comparable to those permitted under any federal statute or regulation to any national banking association.

1975, c. 80, § 6.1-5.2; 2010, c. 794.

§ 6.2-806. Saturday closing of banks.

Any bank, including national banking associations and federal reserve banks, may permit any one or more or all of its offices to remain closed on any one or more or all Saturdays, as the bank, by resolution of its board of directors, may from time to time determine. Any Saturday on which an office of a bank remains closed, as herein permitted, shall constitute a legal holiday as to such office. Any act authorized, required or permitted to be performed at, by or with respect to any such office on a Saturday on which the office is so closed may be performed on the next succeeding business day. No liability or loss of rights of any kind shall result from such delay.

Code 1950, § 2-20.1; 1952, c. 56; 1954, c. 273; 1956, cc. 38, 108, 366; 1958, c. 103; 1959, Ex. Sess., cc. 11, 65, 66; 1960, cc. 24, 588; 1962, c. 2; 1966, c. 677, § 2.1-23; 2001, c. 844, § 6.1-5.1; 2010, c. 794.

§ 6.2-807. Discoverability or admissibility of compliance review committee documents.

A. As used in this section, "compliance review committee" means a committee appointed by the board of directors of a bank for the purpose of evaluating and improving the bank's compliance with federal and state laws and adherence to its own established ethical and financial standards, and includes any other person when that person acts in an investigatory capacity at the direction of a compliance review committee.

B. Any records, reports, or other documents created by a compliance review committee are confidential and shall not be discoverable or admissible in evidence in any civil action unless, upon motion, the trial court determines in its discretion that there has been an abuse of the provisions of this section.

C. Any records, reports, or other documents produced by a compliance review committee and delivered to a federal or state governmental agency remain confidential and shall not be discoverable or admissible in evidence in any civil action, except to the extent that applicable law provides that such records, reports or other documents are not protected from disclosure.

D. In no event shall the existence of or any action by a compliance review committee serve as a basis or justification for delay of, or limit upon, the discovery process set forth in state or federal rules.

E. The work product created by any person acting in an investigatory capacity at the direction of a compliance review committee prior to his participation in the work of the compliance review committee or at the direction of the compliance review committee shall be subject to the rules governing discovery in accordance with the Rules of the Virginia Supreme Court.

F. This section shall not be construed to limit the discovery or admissibility:

1. In any civil action of any records, reports or other documents that are not created by a compliance review committee; or

2. Of any factual information which may be reviewed by a compliance review committee.

1994, c. 201, §§ 6.1-2.16, 6.1-2.17, 6.1-2.18; 2010, c. 794.

Article 2. Incorporation and Powers.

§ 6.2-808. Incorporation; corporate powers.

A. A bank may be incorporated under the Virginia Stock Corporation Act (§ 13.1-601 et seq.), but need not comply with the provisions of subsection A of § 13.1-630.

B. Except as otherwise provided in this chapter, a bank shall:

1. Have all the powers conferred on corporations, and be subject to all restrictions imposed on corporations, by the Virginia Stock Corporation Act;

2. Not issue its shares for any consideration except money at least equal in amount to the par value of its shares; and

3. Not issue no-par stock.

Code 1950, § 6-10; 1956, c. 433; 1966, c. 584, § 6.1-6; 1987, c. 556; 2010, c. 794.

§ 6.2-809. Bankers' banks.

A. A bank may be incorporated as provided in § 6.2-808 for the purpose of becoming a bankers' bank.

B. Except as specifically provided in this section or by regulation or order of the Commission, a bankers' bank shall be vested with all of the powers and subject to all of the restrictions imposed upon a bank.

C. Notwithstanding any other provision in this title to the contrary, a bankers' bank shall only accept deposits from or make loans to (i) a financial institution which has or is eligible for insurance of deposits by a federal agency, (ii) a bank in organization that has applied for insurance of deposits by a federal agency, (iii) a financial institution holding company as defined in § 6.2-700 or a savings institution holding company as defined in § 6.2-1100 owning an entity described in clause (i) or (ii), (iv) the officers, directors and employees of any such financial institution, bank in organization or holding company, (v) any person referred to a bankers' bank by a financial institution or by a bank in organization that has applied for insurance of deposits by a federal agency, or (vi), with the prior approval of the Commissioner and subject to such conditions as the Commissioner may impose, other persons.

D. A bankers' bank may form a bank holding company upon compliance with the provisions of Chapter 7 (§ 6.2-700 et seq.) and any applicable federal law.

E. A bankers' bank may purchase investments or securities of governments or private corporations which are traded on the open market such as are authorized to any other bank organized under the provisions of this chapter.

1989, c. 650, § 6.1-6.1; 1996, c. 218; 2006, c. 633; 2010, c. 794.

§ 6.2-810. Effect of chapter on charter powers.

The powers, privileges, duties and restrictions conferred and imposed upon any bank existing and doing business under the laws of the Commonwealth are abridged, enlarged or modified, as each particular case may require, to conform to the provisions of this chapter.

Code 1950, § 6-8; 1966, c. 584, § 6.1-7; 2010, c. 794.

§ 6.2-811. Membership in Federal Reserve Bank System or Federal Home Loan Bank System.

Any bank that has been or is hereafter incorporated under the laws of the Commonwealth, at its election, may become a member bank of the Federal Reserve Bank System, subject to the provisions of the Federal Reserve Act (P.L. 63-43, 38 Stat. 251) as it may be amended to permit a bank to become a member, or the Federal Home Loan Bank System, subject to the provisions of the Federal Home Loan Bank Act (P.L. 72-304, 47 Stat. 785) as it may be amended to permit a bank to become a member, or both. Upon becoming a member of either system, the bank shall be vested with all powers conferred upon state member banks of such systems by the terms of such acts. The powers shall be exercised subject to all restrictions and limitations imposed by the Federal Reserve Act or the Federal Home Loan Bank Act, or by regulations of the Federal Reserve Board or the Federal Housing Finance Board, respectively, adopted pursuant to such acts. The right is expressly reserved to revoke or amend the powers conferred pursuant to this section. The Commission may disclose to the Federal Reserve Board, or to examiners duly appointed by it, all information in reference to the affairs of any bank which has become, or desires to become a member of the system.

Code 1950, § 6-24; 1966, c. 584, § 6.1-8; 1993, c. 182; 2010, c. 794.

§ 6.2-812. Inspection of records, reports, and information of insured banks.

A. As used in this section, "insured bank" has the meaning assigned to it in § 12-B of the Federal Reserve Act (12 U.S.C. § 1813 (h)), as amended.

B. All records, reports, reports of examinations, and information relating to insured banks shall be open to the inspection of, and made available to, the officers and duly accredited agents of the Federal Deposit Insurance Corporation so long as like records, reports, and information in the possession or under the control of the Federal Deposit Insurance Corporation are, by federal statute, made available and subject to inspection by the Commission.

Code 1950, § 6-25; 1966, c. 584, § 6.1-9; 2010, c. 794.

§ 6.2-813. Participation by banks in school thrift or savings plans.

A bank may contract with the principal of any elementary or secondary school, if authorized to do so by the school board in any locality where the bank has a location, for the bank to participate in a school thrift or savings plan. A participating bank may accept deposits at the school either by its own collector or by any representative of the school who becomes the agent of the bank for such purpose.

Code 1950, § 6-23.1; 1954, c. 160; 1966, c. 584, § 6.1-10; 2010, c. 794.

§ 6.2-814. Powers of banks.

A. Every bank shall have power to exercise, by its board of directors or duly authorized officers or agents, subject to law, all incidental powers that are necessary to carry on the business of banking, by:

1. Discounting and negotiating bills of exchange, promissory notes, drafts, and other evidences of debt;

2. Receiving deposits;

3. Buying and selling exchange, coin, and bullion;

4. Loaning money on real property, personal property, security, or collateral;

5. Guaranteeing the payment of bonds, bills, notes and other obligations that have six months or fewer until maturity;

6. Rediscounting paper;

7. Purchasing and selling bonds;

8. Acting as agent in the sale of insurance and annuities;

9. Dealing in or making a market in securities;

10. Providing financial, investment, or economic advisory services;

11. Providing other products and services deemed by the Commission to be financial in nature;

12. Engaging directly in those activities in which a controlled subsidiary corporation of a bank is authorized to engage pursuant to §§ 6.2-885 and 6.2-888 in accordance with the requirements of such sections, provided that a bank, or a controlled subsidiary corporation of a bank, that transacts business as a real estate brokerage firm shall be subject to the provisions of § 6.2-888;

13. Establishing an international banking facility, either as a division of the bank or as a separate corporate entity under § 6.2-885; and

14. Utilizing armored vehicles or other vehicles to provide adequate protection for the funds transported for receipt of deposits of its customers or to deliver currency and coin.

B. In addition to the permissible business authorized by subsection A, the Commission may, upon the Commission's finding that an emergency exists, confer by order upon banks such temporary powers as the Commission may determine to be in the public interest. Such powers as are conferred may be (i) authorized for a limited period of time, (ii) granted selectively to fewer than all banks, and (iii) revoked by further order of the Commission.

Code 1950, § 6-23; 1966, c. 584, § 6.1-11; 1968, c. 727, § 6.1-41.1; 1978, c. 683, § 6.1-11.1, c. 453, § 6.1-11.2; 1987, c. 352; 2005, c. 320; 2010, c. 794.

§ 6.2-815. Suspension of business during emergency.

Every bank doing business in the Commonwealth is authorized temporarily to suspend its usual business during a period of actual or threatened enemy attack, civil insurrection or riot, affecting the community in which such institution is doing business or other emergency justifying temporary closing such as fire, flood, or hurricane.

Code 1950, § 6-30; 1966, c. 584, § 6.1-12; 1970, c. 15; 2010, c. 794.

§ 6.2-816. Banks to obtain certificate of authority.

A. Before any bank shall begin business it shall obtain from the Commission a certificate of authority authorizing it to do so. Prior to the issuance of such certificate, the Commission shall ascertain:

1. That all of the provisions of law have been complied with;

2. That financially responsible individuals have subscribed for capital stock and surplus in an amount deemed by the Commission to be sufficient to warrant successful operation. The amount of capital stock shall not be less than $2 million, except that the capital stock shall not be less than $500,000 for any trust company incorporated for the sole purpose of exercising fiduciary powers authorized by the provisions of Article 3 (§ 6.2-819 et seq.) of this chapter. The minimum capital stock requirement under this subdivision shall apply when a bank is being organized to begin business;

3. That oaths of all the directors have been taken and filed in accordance with the provisions of § 6.2-863;

4. That, in its opinion, the public interest will be served by banking facilities or additional banking facilities, as the case may be, in the community where the bank is proposed. The addition of such facilities 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;

5. That the corporation is formed for no other reason than a legitimate banking business;

6. That the moral fitness, financial responsibility, and business qualifications of individuals named as officers and directors of the proposed bank are sufficient to command the confidence of the community where the bank is proposed;

7. That the bank's deposits are to be insured by a federal agency up to the limits of the insurance provided thereby; and

8. Anything else deemed pertinent.

B. The minimum capital stock requirement specified in subdivision A 2 shall not apply when this section is referred to or used in connection with:

1. The conversion of an operating savings institution or national bank to a state bank;

2. The reorganization of an operating bank under a holding company;

3. The issuance of a certificate of authority to a holding company to facilitate its merger with and into its subsidiary bank;

4. The issuance of a certificate of authority to a holding company to facilitate the merger of its subsidiary bank with and into the holding company;

5. The issuance of a certificate of authority to a holding company to facilitate the merger of both the holding company and its subsidiary bank with and into a newly formed entity; or

6. The issuance of a certificate of authority to a resulting bank following a merger described in subdivision B 3, B 4, or B 5, provided that such merger does not result in or involve a change of control as defined in § 6.2-701.

Code 1950, § 6-31; 1966, c. 584, § 6.1-13; 1973, c. 454; 1976, c. 658; 1979, c. 57; 1983, c. 193; 1989, c. 751; 1989, Sp. Sess., cc. 4, 7; 1992, c. 460; 1996, c. 26; 1998, c. 18; 2010, c. 794; 2014, cc. 221, 372.

§ 6.2-817. Capital stock subscriptions.

A. Subscriptions to the capital stock of a bank shall be paid in money at not less than par. No bank shall begin business until the amounts specified in its certificate of authority to commence business have been received by the bank.

B. All money received for subscriptions to or for purchases of stock of a bank before it opens for business shall be deposited in an escrow account in an insured financial institution or invested in United States government obligations, under the joint control of two organizing directors of the bank. Such funds, together with any income thereon, shall be remitted to the bank on the day it opens for business. If the bank is denied a certificate of authority or is refused insurance of accounts, or it otherwise is determined that the bank 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.

C. The requirement that capital stock be paid in money shall not be construed to prohibit the establishment, as otherwise authorized by law, of stock option plans, stock purchase plans, and restricted stock award plans, and the issuance of stock pursuant to such plans. Such plans shall be established only after the bank has opened for business, and shall be approved by a majority vote of the bank's shareholders. In no event shall any stock option be granted at a price which is less than 100 percent of the fair market value per share of the stock.

Code 1950, § 6-34; 1964, c. 58; 1966, c. 584, § 6.1-14; 1980, c. 659; 2010, c. 794; 2011, c. 240; 2019, cc. 253, 254.

§ 6.2-818. Repealed.

Repealed by Acts 2019, cc. 253 and 254, cl. 2, effective July 1, 2019.

Article 3. Conduct of Trust Business by Banks.

§ 6.2-819. Authority to engage in trust business; permission of Commission required.

A. A bank shall not engage in the trust business unless its articles of incorporation state that one of its purposes is to engage in the trust business.

B. A bank shall not commence to engage in the trust business without first obtaining permission from the Commission. The Commission shall not grant such permission unless it finds that:

1. The bank's capital structure is sufficiently strong to support such additional undertaking;

2. The personnel who will direct the proposed trust department have adequate experience and training, and will devote sufficient time to its affairs to insure compliance with the law and to protect the bank against surcharge; and

3. The granting of trust powers to the bank will be in the public interest.

C. Notwithstanding the provisions of subsection B, any bank actively engaged in the trust business on January 1, 1966, may continue in the trust business without the Commission's permission.

D. A bank authorized to do a trust business shall conduct such business in accordance with the applicable provisions of Chapter 10 (§ 6.2-1000 et seq.).

Code 1950, § 6-91; 1958, c. 139; 1966, c. 584, § 6.1-16; 1976, c. 658; 2010, c. 794.

§ 6.2-820. Powers of national banks as fiduciaries.

All national banks that have been, or hereafter may be, permitted by law to act as trustee and in other fiduciary capacities, shall have the rights, powers, privileges, and immunities conferred upon trust companies by Chapter 10 (§ 6.2-1000 et seq.).

Code 1950, §§ 6-94, 6-104; 1966, c. 584, § 6.1-17; 1984, c. 172; 1993, c. 432; 1997, c. 801; 2010, c. 794.

§ 6.2-821. Separation of banking and trust functions; establishment of trust department.

Every state bank that obtains permission from the Commission to engage in trust business shall establish a separate trust department. Such department shall be established before such institution undertakes to act in any fiduciary capacity and shall be placed under the management of an officer or officers whose duties shall be prescribed by the board of directors of the institution or by either an amendment to the bylaws of the institution or by a resolution duly entered in the minutes of the board of directors.

Code 1950, § 6-97; 1966, c. 584, § 6.1-20; 1993, c. 432; 2010, c. 794.

Article 4. Bank Mergers and Conversions.

§ 6.2-822. Merger and share exchange by state banks.

A. Virginia banks as defined in § 6.2-849 may merge upon compliance with the provisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia Stock Corporation Act. The provisions of:

1. Section 13.1-716 that relate to a merger with a foreign corporation as foreign eligible entity shall not apply, except that the provisions of § 13.1-716 relating to merger shall apply to the merger of a state and a national bank if the national bank is engaged in business in Virginia, and if the state bank is to be the surviving bank; and

2. Section 13.1-730 shall not apply to a merger under this section.

B. A national bank shall be treated as if it were a foreign corporation and as if the United States were the state where it is organized. A bank may enter into a share exchange, as permitted by § 13.1-717, provided there is also compliance with Chapter 7 (§ 6.2-700 et seq.). The exclusion in subdivision G 3 of § 6.2-705 shall not apply in the case of such an exchange of shares.

C. In the event of a merger authorized by subsection A or B, the merged corporation, whether it be one of merging banks, or a new bank formed by means of such merger, shall without further act or deed succeed to, and be vested with all offices, rights, obligations and relations of trust or of a fiduciary nature, including appointments, designations and nominations, existing immediately prior to the time at which such merger became effective, or then belonging or pertaining to any one or more of the banks, parties to such merger, or which would then inure to any one or more of such banks.

D. No state bank resulting from any merger shall do business in the Commonwealth until it shall have obtained from the Commission a certificate of authority authorizing it to do so. The provisions of § 6.2-816 shall apply to the issuance, or refusal of the Commission to issue, the certificate herein provided for, to the same extent as if the merged bank were a new bank.

E. In the case of a merger heretofore or hereafter effected, the surviving or new bank shall be deemed to have been in actual operation for the period during which the oldest of the banks involved in the merger has been in actual operation.

Code 1950, §§ 6-20, 6-21; 1952, c. 571; 1956, c. 433; 1966, c. 584, §§ 6.1-43, 6.1-44; 1970, c. 536; 1987, c. 423; 1995, c. 301; 2005, c. 765; 2010, c. 794.

§ 6.2-823. Conversion of national banking association to state bank; certificate of authority.

A. A national banking association, organized under the laws of the United States and doing business in the Commonwealth, may be converted into and become a state bank by the following procedure:

1. The directors of the national banking association shall cause to be incorporated under the laws of the Commonwealth a corporation authorized by its certificate of incorporation to conduct the business of banking as the successor of the national banking association. With regard to such incorporation:

a. The certificate of incorporation of the corporation shall conform as nearly as may be legally permissible to that of the national banking association;

b. The principal office of the corporation shall be in the county or city wherein the national banking association has its principal office; and

c. The amount of the capital stock of the corporation, its division into shares, the par value of shares, their classification and preferences, if any, shall conform to those of the national banking association, and the minimum capital of the state bank shall comply with that required for a bank under § 6.2-816.

2. The national banking association shall effect its conversion to a state bank in accordance with the procedure prescribed by Subchapter XV of Chapter 2 of Title 12 of the United States Code (12 U.S.C. § 214 et seq.), as it now exists or as it may hereafter be amended.

3. Upon completion of the procedures required by subdivision 2, the president of the national banking association and the official having custody of its records shall execute, under the seal of the association, a certificate showing in detail the procedures followed, the number of shares of each class of stock of the national banking association issued and outstanding, and the vote of each class of stockholders in favor of the plan of conversion. The national banking association shall then file the certificate with the Commission.

B. The Commission shall examine the certificate filed pursuant to subdivision A 3. If from such examination it appears that the procedure required by subdivision A 2 has been followed and that the conversion has been approved by the stockholders of the national banking association in the manner and by the percentage vote required by federal law, the Commission may issue to the newly incorporated state bank a certificate of authority to do business as a bank, in accordance with the provisions of § 6.2-816. Upon the issue of such certificate, the conversion of the national banking association into a state bank shall become effective and be automatically completed.

Code 1950, §§ 6-14, 6-15.1; 1952, c. 571; 1966, c. 584, §§ 6.1-33, 6.1-38; 1993, c. 244; 1996, c. 26; 2010, c. 794.

§ 6.2-824. Status of converted bank.

Upon the conversion of a national banking association to a state bank as provided in § 6.2-823, the state bank shall be considered to be the same business and corporate entity as the former national banking association, except that the state bank shall have the rights, powers, and duties as prescribed by state law. Any reference to the former national banking association in any contract, will, or document shall be deemed to be a reference to the state bank if not inconsistent with the provisions of the contract, will, or document or with applicable law.

Code 1950, § 6-15.2; 1952, c. 571; 1966, c. 584, § 6.1-34; 2010, c. 794.

§ 6.2-825. State bank becoming national bank; notice required; effect on liabilities.

A. Any bank incorporated under the laws of the Commonwealth may, upon compliance with federal law, be converted into a national banking association.

B. When any state bank becomes a corporation for carrying on the business of banking under federal law, it shall notify the Commission of such fact and file with the Commission a copy of its authorization as a national banking association certified by the Comptroller of the Currency. Such bank shall thereupon cease to be a corporation under the laws of the Commonwealth, except that, for a period not exceeding three years thereafter, its corporate existence shall be deemed to continue for the purposes of (i) prosecuting or defending suits by or against it and (ii) enabling it to settle and close its affairs, to dispose of and convey its property, and to divide its capital, but not for the purpose of continuing the business for which such bank was established.

C. A conversion from a state to a national bank shall not release the state bank from its obligations to pay and discharge (i) all the liabilities created by law or incurred by it before becoming a national banking association, (ii) any tax imposed by the laws of the Commonwealth up to the date of its becoming such national banking association in proportion to the time which has elapsed since the next preceding payment therefor, or (iii) any assessment, penalty, or forfeiture imposed or incurred under the laws of the Commonwealth up to the date it became a national banking association.

Code 1950, § 6-18; 1966, c. 584, § 6.1-35; 2010, c. 794.

§ 6.2-826. Effect of conversion of state bank to national bank.

A. When a conversion of a state bank into a national banking association under the authority granted by § 6.2-825 becomes effective, all the property of the former state bank, including all its right, title, and interest in and to all property of every kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing, belonging, or pertaining to it, or which would inure to it, shall immediately, by act of law and without any conveyance or transfer, and without any further act or deed, be vested in and become the property of such national bank. The national bank shall have, hold, and enjoy the same in its own right as fully and to the same extent as if the same were possessed, held, or enjoyed by the state bank. The national bank shall be deemed to be a continuation of the entity and identity of the state banking corporation that is operated under and pursuant to federal law.

B. All the rights, obligations, and relations of the converted state bank to or in respect to (i) any person, estate, creditor, depositor, trustee, or beneficiary of any trust and (ii) any executorship or trusteeship or other trust or fiduciary function, including appointments, designations, and nominations, shall remain unimpaired. The national bank, as of the beginning of its corporate existence, shall, by operation of this section, succeed to all such rights, obligations, relations, and trusts, including appointments, designations, and nominations, and the duties and liabilities connected therewith. The national bank shall execute and perform each and every such trust and relation in the same manner as if such national bank had itself assumed the trust or relation, including the obligations and liabilities connected therewith.

C. If the state banking corporation is acting as administrator, coadministrator, executor, coexecutor, trustee, or cotrustee of, or in respect to, any estate or trust being administered under the laws of the Commonwealth, such relation, as well as any other or similar fiduciary relation, and all rights, privileges, duties, and obligations connected therewith, shall remain unimpaired and shall continue in such national bank from and as of the beginning of its corporate existence, irrespective of (i) the date when any such relation may have been created or established, (ii) the date of any trust agreement relating thereto, or (iii) the date of the death of any testator or decedent whose estate is being so administered.

D. Nothing done in connection with a conversion from a state to a national bank, in respect to any such executorship, trusteeship, or similar fiduciary relation, shall (i) be deemed to be or to effect, under the laws of the Commonwealth, a renunciation or revocation of any letters of administration or letters testamentary pertaining to such relation or a removal or resignation from any such executorship or trusteeship or (ii) be deemed to be of the same effect as if the executor or trustee had died or otherwise become incompetent to act. Nothing in this section shall in any way affect any provisions of law if a national bank becomes a state bank.

Code 1950, § 6-19; 1966, c. 584, § 6.1-36; 2010, c. 794.

§ 6.2-827. Rights of national bank stockholders dissenting from conversion.

The rights of stockholders of a national banking association who dissent from the approval by the stockholders of the conversion of the national banking corporation into a state bank shall be governed by the provisions of 12 U.S.C. § 214a (b), as now existing or as hereafter amended.

Code 1950, § 6-15.3; 1952, c. 571; 1966, c. 584, § 6.1-37; 2010, c. 794.

§ 6.2-828. Conversion of state bank to federal savings institution.

A. A state bank may convert into a federal savings institution as follows:

1. At any meeting of the stockholders called and held in accordance with the Virginia Stock Corporation Act (§ 13.1-601 et seq.) or the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) to consider such action, the stockholders, by an affirmative vote of those holding and voting two-thirds of the votes present in person or by proxy, may resolve to convert the bank into a federal savings institution;

2. A copy of the minutes of the meeting duly certified by the president or vice-president and the secretary or assistant secretary of the state bank shall be transmitted to the Commission;

3. Thereafter, the state bank shall take such action as is necessary under federal law to make it a federal savings institution; and

4. The bank shall file with the Commission a certified copy of the charter issued to it by the federal chartering authority, or a certificate of that authority showing the organization of the bank as a federal savings institution.

B. Upon the filing of the certified copy of a charter or certificate of authority as provided in subdivision A 4, the bank shall cease to be a state bank.

C. No state bank shall convert into a federal savings institution until it has been in operation as a state bank for a period of at least five years.

D. When a conversion of a state bank into federal savings institution becomes effective, the state bank shall cease to be a Virginia corporation and all its property, by operation of law and without any further act or deed, shall continue to be vested in it under its new name as a federal savings institution and under its federal charter. The federal savings institution shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by it as a state bank. The federal savings institution, at the time of the taking effect of the conversion, shall become and continue to be responsible for all of the obligations of the state bank including taxes and other liabilities created by law or incurred by it before becoming a federal savings institution to the same extent as though the conversion had not taken place.

Code 1950, §§ 6-201.43; 6-201.44; 1960, c. 402; 1966, c. 584, §§ 6.1-173, 6.1-174; 1972, c. 796, §§ 6.1-195.52, 6.1-195.53; 1982, c. 156; 1985, c. 425; 1990, c. 3; 1995, c. 133; 2010, c. 794.

§ 6.2-829. Conversion from state savings bank to state bank; conversion from state bank to state savings bank.

A. A state savings bank may be converted into a state bank upon compliance with the procedure set forth in subsection A of § 6.2-1144.

B. A state bank may be converted into a state savings bank by the amendment of its articles of incorporation in compliance with the procedure established by Title 13.1, provided that such conversion is approved in advance by the Commission. Prior to approving or disapproving a conversion, the Commission shall investigate the application to convert as if it were an application for a certificate of authority to begin a savings bank, and approval shall not be granted unless the applicant meets the standards established by § 6.2-1118. Within one year of the date of the conversion, the resulting state savings bank shall conform its assets and operations to the provisions of law regulating the operation of state savings banks. The Commission may grant such resulting state savings bank additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations to the provisions of law regulating the operation of state savings banks.

1991, c. 230, § 6.1-194.129; 2010, c. 794.

§ 6.2-830. Conversion from stock association to bank; conversion from bank to stock association.

A. A state stock association may be converted into a bank upon compliance with the procedure set forth in § 6.2-1144.

B. A bank may be converted into a stock association by the amendment of its articles of incorporation in compliance with the procedure established by Title 13.1, provided that such conversion is approved in advance by the Commission. Prior to approving or disapproving a conversion, the Commission shall investigate the application to convert as if it was an application for a certificate of authority to begin a savings and loan business, and approval shall not be granted unless the applicant meets the standards established by § 6.2-1118. Within one year of the date of the conversion, the resulting stock association shall conform its assets and operations to the provisions of law regulating the operation of savings and loan associations. The Commission may grant such resulting stock association additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations to the provisions of law regulating the operation of savings and loan associations.

1982, c. 224, § 6.1-195.57:2; 1985, c. 425, § 6.1-194.38; 2010, c. 794.

Article 5. Branches and Facilities.

§ 6.2-831. Establishment of branch banks; redesignation of main office.

A. A bank may establish and operate one or more branch offices, and a bank may relocate a main or branch office, provided the bank applies to the Commission for authority to establish or relocate any such office. Applications shall be made in writing on a form prescribed by the Commission and shall be accompanied by the fee established pursuant to § 6.2-908. As used in this section, "branch office" does not include any automated teller machine, cash-dispensing machine, or similar electronic or computer terminal, regardless of whether it (i) is located on bank premises or premises properly considered part of an authorized office of the bank or (ii) receives or records deposits, disburses loan proceeds, or provides for electronic fund transfers.

B. The Commission shall have 30 days from the date it receives a complete application in which to review a branch proposal or a proposed relocation. The review period may be extended for an additional 30 days. The Commission may deny such an application if the Commission finds that a proposal would have a detrimental effect on the applicant bank's safety and soundness or that it is otherwise not in the public interest. A branch office that has been denied shall not be established and a relocation that has been denied shall not be carried out. If the Commission does not issue a denial of a branch proposal or a proposed relocation within 30 days, or 60 days if the review period is extended, the proposed branch office or offices, or the proposed relocation, shall be authorized, and the branch or branches may be established and operated, or the relocation may be completed.

C. The office at which a bank begins business shall be designated initially as its main office. Thereafter, the board of directors may redesignate as the main office any authorized office of the bank in the Commonwealth. The bank shall notify the Commission of any such redesignation not later than 30 days before its effective date and confirm the redesignation to the Commission within 10 days of its occurrence.

D. A bank shall be subject to the prohibition in § 6.2-842 against establishing or maintaining a branch in the Commonwealth on the premises or property of an affiliate if the affiliate engages in commercial activities.

E. The Commission may impose a civil penalty not exceeding $2,000 upon any bank that it determines, in proceedings commenced in accordance with the Commission's Rules, has violated the provisions of this section.

Code 1950, § 6-29; 1966, c. 584, § 6.1-113; 1986, c. 505, § 6.1-39.3; 1987, cc. 352, 556; 1991, c. 322; 1992, c. 136; 1994, c. 7; 1996, c. 26; 1999, c. 545; 2007, c. 1; 2010, c. 794; 2015, cc. 19, 445.

§ 6.2-832. Establishment of automated teller machines and electronic terminals.

A. No application to, or approval from, the Commission shall be required for a bank to establish or operate an automated teller machine, cash-dispensing machine, or similar electronic or computer terminal, regardless of whether it (i) is located on bank premises or premises properly considered part of an authorized office of the bank or (ii) receives or records deposits, disburses loan proceeds, or provides for electronic fund transfers.

B. A Virginia state bank, as defined in § 6.2-836, may establish and operate such automated teller machines, cash-dispensing machines, or similar electronic or computer terminals in the Commonwealth, provided the bank complies with all Commonwealth and federal laws and regulations applicable to such machines and terminals. An out-of-state bank, as defined in § 6.2-836, may establish and operate such automated teller machines, cash-dispensing machines, or similar electronic or computer terminals in the Commonwealth, provided the bank complies with all Commonwealth, home state and federal laws applicable to such machines and terminals.

C. The Commission may adopt regulations affecting electronic fund transfers by banks if it finds such regulations necessary for the protection of the public interest.

1997, c. 141, § 6.1-39.4:1; 2010, c. 794; 2015, cc. 19, 445.

§ 6.2-833. Bank agent for depository institution.

A bank may act as the agent of any other depository institution in receiving deposits and providing other services without being deemed a branch of such other depository institution.

1995, c. 301, § 6.1-39.5; 1997, c. 24; 2010, c. 794.

§ 6.2-834. Operation of branch office under different name; civil penalty.

A. No branch office shall be operated or advertised under any other name than that of the identical name of the bank, unless (i) permission is first obtained from the Commission and (ii) the different name shall contain or have added thereto language clearly indicating that it is a branch office of the bank or a division of the bank.

B. The Commission may impose a civil penalty not exceeding $2,000 upon any bank that it determines, in proceedings commenced in accordance with the Commission's Rules, has violated the provisions of this section.

Code 1950, §§ 6-28, 6-29; 1966, c. 584, §§ 6.1-41, 6.1-113; 1979, c. 59; 1987, c. 556; 1992, c. 136; 1994, c. 7; 2010, c. 794; 2018, cc. 130, 266.

§ 6.2-835. Banking facilities in certain hospitals or federal areas.

A. The Commission, when in its discretion banking facilities are required (i) for patients in, students at, or employees of hospitals operated by the U.S. Department of Veterans Affairs or by the Commonwealth or (ii) for members of the armed forces at any military or naval federal area in the Commonwealth, may permit any bank that is authorized to do business in the Commonwealth to establish and operate such banking facilities as are required in any such hospital or federal area.

B. The banking facilities so established shall be operated in accordance with the laws of the Commonwealth relating thereto. The Commission may permit only certain specified services to be established and operated.

Code 1950, § 6-29.1; 1952, c. 75; 1956, c. 45; 1966, c. 584, § 6.1-42; 2010, c. 794.

Article 6. Interstate Branching.

§ 6.2-836. Definitions.

As used in this article, unless a different meaning is required:

"Acquisition of a branch" means the acquisition of a branch located in a host state, without acquiring the bank of such branch.

"Affiliate" has the meaning assigned to it in 12 U.S.C. § 1841 (k) of the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.), as amended.

"Bank" has the meaning assigned to it in 12 U.S.C. § 1813 (a) (1) of the Federal Deposit Insurance Company Act of 1956 (12 U.S.C. § 1811 et seq.), as amended.

"Bank holding company" has the meaning assigned to it in 12 U.S.C. § 1841 (a) of the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.), as amended.

"Commercial activities" means activities in which a bank holding company, a financial holding company, a national bank, or a national bank financial subsidiary may not engage under federal law.

"De novo branch" means a branch of a bank located in a host state which (i) is originally established by the bank as a branch and (ii) does not become a branch of the bank as a result of the acquisition of another bank or a branch of another bank, or the merger, consolidation, or conversion of any such bank or branch.

"Financial holding company" has the meaning assigned to it in 12 U.S.C. § 1841 (p) of the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.), as amended.

"Home state" means:

1. With respect to a national bank, the state in which the main office of the bank is located;

2. With respect to a state bank, the state by which the bank is chartered;

3. With respect to a foreign bank, the state determined to be the home state of such foreign bank under 12 U.S.C. § 3103 (c).

"Host state" means a state, other than the home state of a bank, in which the bank maintains, or seeks to establish and maintain, a branch.

"Out-of-state bank" means a bank whose home state is a state other than the Commonwealth.

"Out-of-state state bank" means a bank chartered under the laws of any state other than the Commonwealth.

"Virginia state bank" means a bank chartered under the laws of Virginia.

1995, c. 301, § 6.1-44.2; 2007, c. 1; 2010, c. 794.

§ 6.2-837. Interstate branching by Virginia state banks.

A. With the prior approval of the Commission, any Virginia state bank may establish and maintain a de novo branch or acquire a branch in a state other than the Commonwealth.

B. A Virginia state bank desiring to establish and maintain a branch in another state under this section shall file an application on a form prescribed by the Commission and pay the branch application fee set forth in § 6.2-908. If the Commission finds that the applicant has the financial resources sufficient to undertake the proposed expansion without adversely affecting its soundness and that the laws of the host state permit the establishment of the branch, it may approve the application. The bank may establish the branch when it has received the written approval of the Commission.

1995, c. 301, § 6.1-44.3; 2010, c. 794; 2014, c. 200.

§ 6.2-838. Interstate branching.

An out-of-state bank that does not already maintain a branch in the Commonwealth and that meets the requirements of this article may establish and maintain a de novo branch in the Commonwealth.

1995, c. 301, § 6.1-44.4; 2010, c. 794.

§ 6.2-839. Interstate branching through the acquisition of a branch.

An out-of-state bank that does not already maintain a branch in the Commonwealth and that meets the requirements of this article may establish and maintain a branch in the Commonwealth through the acquisition of a branch.

1995, c. 301, § 6.1-44.45; 2010, c. 794.

§ 6.2-840. Filing requirements.

An out-of-state bank desiring to establish and maintain a de novo branch or to acquire a branch in the Commonwealth shall submit to the Commission a copy of the application it files with its home state supervisor or the responsible federal banking agency to establish or acquire such branch. Such submission shall be made at the same time the application is filed by the out-of-state bank with such home state supervisor or responsible federal banking agency. The out-of-state bank shall also comply with the requirements of Article 17 (§ 13.1-757 et seq.) of the Virginia Stock Corporation Act and pay any filing fee required by the Commission.

1995, c. 301, § 6.1-44.6; 2010, c. 794.

§ 6.2-841. Repealed.

Repealed by Acts 2014, c. 200, cl. 2.

§ 6.2-842. Powers.

A. An out-of-state state bank that establishes and maintains one or more branches in the Commonwealth under this article may conduct the same activities at such branch or branches that are authorized under Virginia law for Virginia state banks, except to the extent such activities may be prohibited by other laws, regulations, or orders applicable to the out-of-state state bank.

B. A Virginia state bank may conduct the same activities at a branch outside the Commonwealth that are permissible for a bank chartered by the host state where the branch is located, except to the extent such activities are expressly prohibited by other laws, regulations, or orders applicable to the Virginia state bank.

C. A bank shall not establish or maintain a branch in the Commonwealth on the premises or property of an affiliate if the affiliate engages in commercial activities.

1995, c. 301, § 6.1-44.8; 2007, c. 1; 2010, c. 794.

§ 6.2-843. Examination; periodic reports; cooperative agreements; assessment of fees.

A. The Commission may make such examinations of any branch established under this article by an out-of-state state bank as the Commission may deem necessary to determine whether the branch is operating in compliance with the laws of the Commonwealth and to ensure that the branch is being operated in a safe and sound manner. The provisions of § 6.2-901 shall apply to such examinations.

B. The Commission may require periodic reports from any out-of-state bank that maintains a branch in the Commonwealth to the extent such reporting requirements (i) apply equally to similarly situated banks having the Commonwealth as their home state and (ii) are not preempted by federal law. Such reports shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with the provisions of this article.

C. The Commission may enter into cooperative agreements with the appropriate state bank supervisors and federal banking agencies for the periodic examination of any branch in the Commonwealth of an out-of-state state bank, or any branch of a Virginia state bank in any host state, and may accept such agencies' reports of examination and reports of investigation in lieu of conducting its own examinations or investigations. The Commission may enter into joint enforcement actions with other state bank supervisors and federal banking agencies having concurrent jurisdiction over any branch of an out-of-state state bank or any branch of a Virginia state bank, or may take such actions independently to carry out its responsibilities under this article and to assure compliance with the laws of the Commonwealth.

D. Out-of-state state banks may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of the Commonwealth and regulations of the Commission. Such fees may be shared with other state and federal regulators in accordance with agreements between them and the Commission.

1995, c. 301, § 6.1-44.9; 2010, c. 794.

§ 6.2-844. Enforcement.

If the Commission determines that there is any violation of any law of the Commonwealth in the operation of a branch of an out-of-state state bank, or that such branch is being operated in an unsafe and unsound manner, the Commission shall have the authority to undertake such enforcement actions as it would be permitted to take if the branch were a Virginia state bank.

1995, c. 301, § 6.1-44.10; 2010, c. 794.

§ 6.2-845. Additional branches.

An out-of-state bank that has established or acquired a branch in the Commonwealth under this article may establish or acquire additional branches in the Commonwealth to the same extent that any bank, whose home state is the Commonwealth, may establish or acquire a branch in the Commonwealth under applicable federal and state law.

1995, c. 301, § 6.1-44.11; 2010, c. 794.

§ 6.2-846. Regulations; fees.

The Commission may adopt such regulations and may provide for the payment of such reasonable application and administration fees as it finds necessary and appropriate in order to implement the provisions of this article.

1995, c. 301, § 6.1-44.12; 2010, c. 794.

§ 6.2-847. Notice of subsequent merger or other transaction.

An out-of-state state bank that maintains a branch in the Commonwealth under this article shall give 30 days' prior written notice of any merger, consolidation, or other transaction involving the bank which would cause the Virginia branch to be maintained by another bank.

1995, c. 301, § 6.1-44.13; 2010, c. 794.

§ 6.2-848. Repealed.

Repealed by Acts 2014, c. 200, cl. 2.

Article 7. Interstate Bank Mergers.

§ 6.2-849. Definitions.

As used in this article, unless a different meaning is required:

"Bank" has the meaning assigned to it in 12 U.S.C. § 1813 (a) (1) of the Federal Deposit Insurance Company Act of 1956 (12 U.S.C. § 1811 et seq.), as amended.

"Home state" has the meaning assigned to it in § 6.2-836.

"Host state" has the meaning assigned to it in § 6.2-836.

"Interstate merger transaction" means:

1. The merger or consolidation of banks with different home states, and the conversion of branches of any bank involved in the merger or consolidation to branches of the resulting bank; or

2. The purchase of all, or substantially all, of the assets of a bank whose home state is different than the home state of the acquiring bank.

"Out-of-state bank" has the meaning assigned to it in § 6.2-836.

"Out-of-state state bank" has the meaning assigned to it in § 6.2-836.

"Resulting bank" means a bank that has resulted from an interstate merger transaction under this article.

"Virginia bank" means a bank whose home state is Virginia.

"Virginia state bank" has the meaning assigned to it in § 6.2-836.

1995, c. 301, § 6.1-44.16; 2010, c. 794.

§ 6.2-850. Authority to branch outside the Commonwealth by merger.

A. With the prior approval of the Commission, any Virginia state bank may maintain and operate one or more branches in a state other than the Commonwealth pursuant to an interstate merger transaction in which the Virginia state bank is the resulting bank.

B. The Virginia state bank shall file an application on a form prescribed by the Commission, pay the merger fee prescribed by § 6.2-908, and comply with the applicable provisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia Stock Corporation Act. If the Commission finds that (i) the proposed transaction will not be detrimental to the safety and soundness of the applicant, (ii) any new officers and directors of the resulting bank are qualified by character, experience, and financial responsibility to direct and manage the resulting bank, and (iii) the proposed merger is in the public interest, it may approve the interstate merger transaction and the operation of branches outside Virginia by the Virginia state bank.

C. Such an interstate merger transaction may be consummated only after the applicant has received the Commission's written approval.

1995, c. 301, § 6.1-44.17; 2005, c. 765; 2010, c. 794.

§ 6.2-851. Interstate merger transactions and branching permitted.

Virginia banks may merge with out-of-state banks under this article, and an out-of-state bank resulting from such an interstate merger transaction may maintain and operate the branches in the Commonwealth of a merged Virginia bank, provided the requirements of this article are met.

1995, c. 301, § 6.1-44.18; 2010, c. 794.

§ 6.2-852. Filing requirements.

Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Virginia bank shall submit to the Commission a copy of the application it files with the responsible federal banking agency to engage in the interstate merger transaction. Such submission shall be made at the same time the application is filed by the out-of-state bank with the responsible federal banking agency. All banks which are parties to any interstate merger transaction involving a Virginia bank shall comply with Article 12 (§ 13.1-715.1 et seq.) of the Virginia Stock Corporation Act, as applicable, and with other applicable state and federal laws. Any out-of-state bank resulting from an interstate merger transaction shall comply with Article 17 (§ 13.1-757 et seq.) of the Virginia Stock Corporation Act. The out-of-state bank shall pay any filing fee required by the Commission.

1995, c. 301, § 6.1-44.19; 2005, c. 765; 2010, c. 794.

§ 6.2-853. Conditions for interstate merger.

An interstate merger transaction involving a Virginia bank shall not be consummated, and any out-of-state bank resulting from such a merger shall not operate any branch in the Commonwealth, if the Commission finds that the laws of the home state of any out-of-state bank involved in the interstate merger transaction do not permit interstate merger transactions or finds that the resulting out-of-state bank has not complied with all applicable requirements of any law of the Commonwealth.

1995, c. 301, § 6.1-44.20; 2010, c. 794.

§ 6.2-854. Powers.

A. An out-of-state state bank that establishes and maintains one or more branches in Virginia under this article may conduct the same activities at such branch or branches that are authorized under Virginia law for Virginia state banks, except to the extent such activities may be prohibited by other laws, regulations, or orders applicable to the out-of-state state bank.

B. A Virginia state bank may conduct any activities at any branch outside the Commonwealth that are permissible for a bank chartered by the host state where the branch is located, except to the extent such activities are expressly prohibited by other laws, regulations, or orders applicable to the Virginia state bank.

1995, c. 301, § 6.1-44.21; 2010, c. 794.

§ 6.2-855. Examinations and periodic reports.

A. The Commission may make such examinations of any branch of an out-of-state state bank located in the Commonwealth as the Commission may deem necessary to determine whether the branch is operating in compliance with the laws of the Commonwealth and to ensure that the branch is being operated in a safe and sound manner. The provisions of § 6.2-901 shall apply to such examinations.

B. The Commission may require periodic reports from any out-of-state bank that maintains a branch in the Commonwealth to the extent such reporting requirements (i) apply equally to similarly situated banks having the Commonwealth as their home state and (ii) are not preempted by federal law. Such reports shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with the provisions of this article.

1995, c. 301, § 6.1-44.22; 2010, c. 794.

§ 6.2-856. Cooperative agreements; assessment of fees.

A. The Commission may enter into cooperative agreements with the appropriate state bank supervisors and federal banking agencies for the examination of any branch in the Commonwealth of an out-of-state state bank, or any branch of a Virginia state bank in any host state, and may accept such agencies' reports of examination and reports of investigation in lieu of conducting its own examinations or investigations. The Commission may enter into joint actions with other state bank supervisors and federal banking agencies having concurrent jurisdiction over any branch of an out-of-state state bank or any branch of a Virginia state bank, or may take such actions independently to carry out its responsibilities under this article and to assure compliance with the laws of the Commonwealth.

B. Out-of-state state banks may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of the Commonwealth and regulations of the Commission. Such fees may be shared with other state and federal regulators in accordance with agreements between them and the Commission.

1995, c. 301, § 6.1-44.22; 2010, c. 794.

§ 6.2-857. Enforcement.

If the Commission determines that there is any violation of any law of the Commonwealth in the operation of a branch of an out-of-state state bank, or that such branch is being operated in an unsafe and unsound manner, the Commission shall have the authority to undertake such enforcement actions as it would be permitted to take if the branch were a Virginia state bank.

1995, c. 301, § 6.1-44.23; 2010, c. 794.

§ 6.2-858. Regulations; fees.

The Commission may adopt such regulations, and may provide for the payment of such reasonable application and administration fees, as it finds necessary and appropriate in order to implement the provisions of this article.

1995, c. 301, § 6.1-44.24; 2010, c. 794.

§ 6.2-859. Notice of subsequent merger.

An out-of-state state bank that maintains a branch in the Commonwealth under this article shall give 30 days' prior written notice of any merger, consolidation, or other transaction involving the bank that would cause the branch in the Commonwealth to be maintained by another bank.

1995, c. 301, § 6.1-44.25; 2010, c. 794.

Article 8. Directors and Officers; Dividends.

§ 6.2-860. Bank to be managed by board of directors; number of directors.

The affairs of every bank incorporated under the laws of the Commonwealth shall be managed by a board of directors. The board shall consist of not less than five individuals.

Code 1950, § 6-36; 1966, c. 584, § 6.1-45; 1996, c. 268; 2010, c. 794.

§ 6.2-861. Application of Virginia Stock Corporation Act.

The provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.) relating to officers of a corporation shall apply to banks except that, if a bank shall not appoint a secretary, the cashier of a bank shall be deemed to be the secretary of the corporation.

1966, c. 584, § 6.1-46; 2010, c. 794.

§ 6.2-862. Directors to own stock in bank.

A. As used in this section, "bank holding company" means (i) a bank holding company as defined in § 6.2-800 or (ii) any corporation organized under the laws of the Commonwealth and doing business in the Commonwealth that owns all of the capital stock of one bank, except those shares issued as directors' qualifying shares, and at least 66 and two-thirds percent of the assets of the holding company, computed on a consolidated basis, consists of assets held by such bank and controlled subsidiaries of such bank.

B. Every director of a bank incorporated under the laws of the Commonwealth shall be the sole owner of, and have in his personal possession or control, shares of stock in such bank having a book value of not less than $5,000, calculated as of the last business day of the calendar year immediately preceding the election of the director. So long as a director shall successively be reelected, there shall be no requirement to increase the shares of stock owned according to this section. Such stock shall be unpledged and unencumbered at the time such director becomes a director and during the whole of his term as such. A director shall be deemed to be the sole owner of, and have in his personal possession or control:

1. Shares held through a brokerage account or similar arrangement, provided that the director retains sole beneficial ownership and sole legal control over the shares;

2. Shares held jointly or as a tenant in common, but only to the extent of the book value of the shares divided by the number of joint or tenant in common holders;

3. Shares deposited by the director in a living trust, or inter vivos trust, as to which the director is a trustee and retains an absolute power of revocation; or

4. Shares held through a profit-sharing plan, individual retirement account, retirement plan, or similar arrangement, provided that the director retains sole beneficial ownership and sole legal control over the shares.

C. When a bank is controlled by a bank holding company, a director may comply with the requirements of subsection B for each bank of which he is a director by ownership, in similar manner, of shares of capital stock of the bank holding company having an aggregate book value equal to the book value of shares of bank stock that he would be obligated to own under subsection B.

D. A director of a bankers' bank shall not be required to own or control any shares of stock of such bankers' bank or any shares of stock of a bank holding company that controls such bankers' bank.

E. Any director violating the provisions of this section shall, immediately, vacate his office.

F. The requirements of this section shall not apply to any person duly elected a director of a bank prior to July 1, 1995, or so long as such person shall successively be reelected a director, and as to such person the requirements of the law prior to such date shall apply.

Code 1950, § 6-37; 1966, c. 584, § 6.1-47; 1970, c. 95; 1995, c. 63; 1996, cc. 25, 218; 2010, c. 794; 2014, cc. 156, 219; 2018, cc. 76, 262.

§ 6.2-863. Oaths of directors.

A. Every director of a bank incorporated under the laws of the Commonwealth shall, within 30 days after his election or reelection, take and subscribe to an oath that:

1. He will diligently and honestly perform his duties as director; and

2. He is the owner and has in his personal possession or control, standing in his sole name on the books of the bank or bank holding company as defined in subsection A of § 6.2-862, unpledged and unencumbered in any way, shares of stock of the bank of which he is a director or, if a bank is controlled by a bank holding company as defined in § 6.2-800, shares of stock of the bank holding company, having a book value of not less than the amounts respectively prescribed by § 6.2-862, and, in case of reelection or reappointment, that during the whole of his immediate previous term as a director, the stock was not at any time pledged or in any other manner encumbered or hypothecated to secure a loan.

B. The oath subscribed to by such director, certified by the officer before whom it is taken, shall be transmitted by the cashier of such bank to the Commission. Any director who fails for a period of 30 days after his election or appointment to take the oath as required by this section shall automatically forfeit his office.

Code 1950, § 6-39; 1966, c. 584, § 6.1-48; 1992, c. 552; 1994, c. 105; 2010, c. 794; 2014, cc. 156, 219.

§ 6.2-864. Report to Commission of election of director.

Within 60 days following the election or reelection of any person as a director of a bank, the bank shall furnish to the Commission such information as the Commission shall from time to time prescribe regarding the director's personal character, integrity, financial condition, and personal and business background. The report shall be signed under oath by the director and a designated officer of the bank. Any person knowingly making a false statement in such a report is guilty of perjury and punishable as provided in § 18.2-434.

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

§ 6.2-865. Removal of director or officer; appeals; penalty.

A. Whenever any director or officer of a bank doing business in the Commonwealth shall continue (i) to violate any law relating to such bank or (ii) unsafe or unsound practices in conducting the business of such bank, after the director or officer, and the board of directors of the bank 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 bank. 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 bank 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 bank or has continued unsafe or unsound practices in conducting the business of such bank after he and the board of directors of the bank of which he is a director or officer have been warned as provided in subsection A, 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 bank. A copy of such order shall be served upon such director or officer. A copy of such order shall also be served upon the bank 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 bank and thereafter shall cease to participate in any manner in the management of such bank.

C. Any director or officer aggrieved by (i) an order of the Commission entered under subsection B or (ii) an order refusing to remove another director or officer from office and to restrain him from participating in the management of the bank, 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 and restrained under the provisions of subsection B from participating in any manner in the management of any bank of which he is a director or officer, and who thereafter participates in any manner in the management of such bank 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; 1979, c. 58; 1992, c. 136; 2010, c. 794.

§ 6.2-866. Meetings of board of directors.

The board of directors of every bank shall hold meetings at least once in each calendar month. At each meeting of the board, a majority of the whole board shall be necessary for the lawful transaction of business. Notwithstanding the foregoing, (i) the shareholders, by bylaw, may fix any number not less than a majority as a quorum and (ii) the Commission may allow less frequent meetings, but not less often than quarterly.

Code 1950, § 6-43; 1966, c. 584, § 6.1-52; 1981, c. 203; 2010, c. 794; 2019, cc. 242, 244.

§ 6.2-867. Discount by officer, director, or employee of paper refused by bank.

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

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

§ 6.2-868. Bonds required of officers and employees; blanket bond.

A. The board of directors of every bank 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. A bank holding company may obtain a blanket bond covering all affiliate banks within the holding company. The surety on every bond shall be a bonding or surety company authorized to transact business in the Commonwealth. 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 bank is unable to obtain the bond required by this section, it shall immediately notify the Commission, which may then direct the bank to have an audit performed at its expense by an independent certified public accounting firm. The bank 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 § 6.2-906.

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

§ 6.2-869. Dividends; surplus; undivided profits.

A. The board of directors of any bank may declare a dividend of so much as the board shall judge expedient of the net undivided profits of the bank, after providing for all expenses, losses, interest and taxes accrued, or due by such bank. Before any such dividend is declared, any deficit in capital funds originally paid in shall have been restored by earnings to their initial level, and no dividend shall be declared or paid by any bank which would impair the paid-in capital of the bank.

B. To ascertain the net undivided profits before any dividend shall be declared, all debts due to such bank on which interest is past due and unpaid for a period of 12 months, unless the same are well secured and in process of collection by law, shall be deducted from the undivided profits in addition to all expenses, losses, interest and taxes accrued, and the balance shall be deemed to be the net undivided profits.

C. Notwithstanding the foregoing provisions of this section, the Commission may limit or approve the payment of dividends by the board of directors of any bank when the Commission determines that such limitation or approval is warranted by the financial condition of the bank.

Code 1950, § 6-48; 1966, c. 584, § 6.1-56; 1976, c. 658; 1979, c. 53; 1992, c. 48; 1995, c. 84; 2010, c. 794.

Article 9. Investments and Loans.

§ 6.2-870. Limitation of amount invested in bank premises.

A. No bank, without the approval of the Commission, shall invest in its bank building and premises, property held for future accommodation, or in stock or other obligations of any corporation holding title to premises of the bank, if the aggregate of such investments and loans, together with the amount of any indebtedness of such corporation, 50 percent or more of the stock of which is owned by the bank, will exceed the greater of (i) 50 percent of the capital stock, surplus, and undivided profits of the bank or (ii) 100 percent of the capital stock of the bank. If, subsequent to any investment or loan, the surplus or undivided profits of any such bank are diminished by losses so that the investments or loans amount to more than the greater of (a) 50 percent of its paid-in capital stock and its remaining surplus and undivided profits or (b) 100 percent of the capital stock, the bank shall not pay dividends without the permission of the Commission until such investments or loans are equal to or less than the greater of 50 percent of the capital stock, surplus, and undivided profits, or 100 percent of the capital stock of the bank.

B. In computing the bank's investment in depreciable property, the initial price or cost may be reduced by reasonable depreciation.

C. The Commission shall not in any event approve investments and loans in excess of the foregoing if the aggregate amount thereof would exceed 60 percent of the bank's capital stock, surplus, and undivided profits. The Commission in approving such excess investments may impose, as a condition of such approval, restrictions upon dividends or other restrictions upon the bank. The restrictions shall expire automatically when the investment of the bank in building premises shall no longer exceed the greater of (i) 50 percent of the capital stock, surplus, and undivided profits of the bank or (ii) 100 percent of the capital stock.

Code 1950, § 6-49; 1966, c. 584, § 6.1-57; 1968, c. 61; 2010, c. 794.

§ 6.2-871. Investment in stock or securities of bank service corporations.

A. As used in this section, "bank service corporation" means a corporation engaged primarily in rendering services, other than the renting of the bank premises or the furnishing of furniture or fixtures, to two or more banks.

B. A bank may acquire, own, and hold the stock and other securities or obligations of a bank service corporation in an amount not to exceed 10 percent of the bank's capital stock and permanent surplus. A bank may not invest in any bank service corporation unless it uses or intends to use the services of the bank service corporation. A bank may not invest in more than one bank service corporation without the consent of the Commission.

C. Stock in a Federal Reserve Bank shall not be considered stock of a bank service corporation within the meaning of this section.

Code 1950, § 6-49.1; 1962, c. 38; 1966, c. 584, § 6.1-58; 2010, c. 794.

§ 6.2-872. For what purpose banks may purchase, hold, and convey real estate.

A. In addition to the authority provided in § 6.2-873, every bank incorporated under the laws of the Commonwealth may purchase, hold, and convey the following real estate for the purposes stated and for no other:

1. Real estate that is desirable and prudent for its present or future accommodation in the transaction of its business;

2. Real estate that is mortgaged or otherwise encumbered to it in good faith by way of security for debts contracted;

3. Real estate that is conveyed to it in satisfaction of debts previously contracted in the course of its dealings; and

4. Real estate it purchased at sales under judgments, decrees, mortgages, or deeds of trust held by it, in whole or in part, or purchased to secure debts due to it.

B. Nothing in this section shall affect the validity of the title to any such real estate conveyed or transferred by a bank.

Code 1950, § 6-50; 1966, c. 584, § 6.1-59; 1988, c. 296; 2010, c. 794; 2012, cc. 59, 157.

§ 6.2-873. Additional permissible investments in real estate.

A. In addition to the ownership of real estate permitted in § 6.2-872, a bank may invest:

1. In real estate (i) for the purpose of producing income or for inventory and sale or (ii) for improvement, including the erection of buildings thereon, for sale or rental purposes. The bank may hold, sell, lease, operate, or otherwise exercise the rights of an owner of any such property; and

2. In the stock or other securities or obligations of a controlled subsidiary corporation under § 6.2-885 or 6.2-886 formed or utilized for the purposes in subdivision 1.

B. Unless specifically authorized by the Commissioner:

1. A bank shall not invest more than five percent in the aggregate of its assets in the investments authorized in subdivisions A 1 and A 2.

2. A bank shall not invest and lend in any one project an amount in excess of the loan limit to one borrower as provided in § 6.2-875.

1988, c. 296, § 6.1-59.1; 2010, c. 794.

§ 6.2-874. Prohibited uses of bank's own stock; other investments or loans.

A. No bank shall:

1. Acquire or own its own stock except to protect itself against loss from debts previously contracted, in which case the stock shall be disposed of within 12 months after it is acquired, and except as herein permitted;

2. Make loans collaterally secured by the stock of the bank, except that this section shall not affect the validity of any such security agreement between the bank and its borrower; or

3. Invest any of its funds in:

a. Shares of stock of any other corporation;

b. Any security of a limited liability company; or

c. Any notes or other obligations that are secured by real estate on which the bank is prohibited by § 6.2-878 from making any loans secured thereby.

B. The prohibitions in subsection A shall not prevent any bank from:

1. Acquiring any such stock, notes, or other obligations to protect itself or any fund in its custody or possession against loss from debts theretofore contracted;

2. Acquiring, owning, and holding stock of a building corporation or security of a limited liability company of the character and to the amount provided by § 6.2-870;

3. Acquiring, owning, and holding stock of an agricultural credit corporation organized under the laws of the Commonwealth, provided that the total amount of such stock shall not exceed 20 percent of the amount of the capital stock of the bank actually paid in and unimpaired, plus the amount of its unimpaired surplus fund;

4. Acquiring, owning, and holding stock of the Federal National Mortgage Association, the Government National Mortgage Association, or the Federal Home Loan Mortgage Corporation;

5. Acquiring, holding, and owning stock in any corporations or securities of limited liability companies which have as their purpose the operation of parking lots or parking garages, provided that no bank shall own, at any one time, stock in such corporations exceeding two percent of the amount of the capital stock of such bank actually paid in and unimpaired, plus the amount of its unimpaired surplus fund;

6. Acquiring, owning, and holding stock of a small business investment company as defined by the Federal Small Business Investment Act of 1958;

7. Acquiring, owning, and holding stock of an industrial development company organized under the provisions of the Virginia Industrial Development Corporation Act (§ 13.1-981 et seq.);

8. Acquiring, owning, and holding stock of a bank service corporation or security of a controlled subsidiary corporation, subject to § 6.2-871 or 6.2-885, or from investing in a limited liability company, provided such investment conforms to § 6.2-871 or 6.2-885;

9. Acquiring, owning, and holding stock of the Student Loan Marketing Association, a corporation organized under the Higher Education Act of 1965, as amended;

10. Acquiring, owning, and holding stock of a "clearing corporation" as defined in § 8.8A-102;

11. Acquiring, owning, and holding stock of a trust subsidiary as defined in § 6.2-1000;

12. Investing up to four percent of its capital and surplus, including undivided profits, in shares of any bankers' bank organized under § 6.2-809 or in any bank holding company wherein the ownership of shares in such bank holding company is restricted to (i) financial institutions which have or are eligible for insurance of deposits by a federal agency or (ii) a financial institution holding company as defined in § 6.2-700 or a savings institution holding company as defined in § 6.2-1100;

13. Acquiring its own stock, with the book value of all such stock held not to exceed in the aggregate five percent of the book value of all shares issued and outstanding, including capital, surplus, and undivided profits as of the time of the purchase being made. In computing such capital surplus and undivided profits for purposes of this section, amounts received for resale of any repurchased stock shall be added back to capital, surplus, and undivided profits for purposes of computation of the five percent limitation. Such purchase may be without the written consent of the Commission, unless the Commission or Commissioner has previously notified the bank in writing that it may not utilize this subdivision until further notice. The Commission may further allow purchases of such stock in excess of such five percent criterion if the Commission finds that the purchase (i) will not impair the safety and solvency of the bank and (ii) is otherwise appropriate. The Commission may require the divestiture of any shares held if deemed necessary and appropriate;

14. Acquiring, owning, and holding, subject to such conditions as the Commissioner may prescribe, shares of investment companies;

15. Acquiring, owning, and holding, subject to such conditions as the Commissioner may prescribe, shares of stock in a community development corporation;

16. Acquiring, owning, and holding shares of the Federal Agricultural Mortgage Corporation; or

17. Acquiring, owning, and holding shares of a Federal Home Loan Bank.

C. The provisions of this section shall not be construed to require a bank to dispose of any preferred stocks lawfully acquired as an investment prior to January 1, 1940.

1982, c. 185, § 6.1-60.1; 1985, c. 339; 1986, c. 269; 1987, c. 297; 1988, c. 464; 1989, cc. 377, 650; 1992, c. 366; 1993, c. 186; 1994, c. 119; 1996, c. 27; 2010, c. 794.

§ 6.2-875. Limitations on obligations of borrowers.

A. As used in this section:

"Derivative transaction" shall include any transaction that is a contract, agreement, swap, warrant, note, or option that is based, in whole or in part, on the value of, any interest in, or any quantitative measure or the occurrence of any event relating to, one or more commodities, securities, currencies, interest or other rates, indices, or other assets.

"Installment consumer paper" shall include installment notes of up to 10 years' duration for the purchase of unimproved real property.

"Obligation" means the direct liability of the maker or acceptor of the paper discounted with or sold to a bank and the liability of the endorser, drawer, or guarantor who obtains a loan from or discounts paper with or sells paper under his guaranty to such bank. "Obligation" shall include:

1. In the case of obligations of a corporation or a limited liability company, all obligations of all subsidiaries thereof in which the corporation or limited liability company owns or controls a majority interest;

2. Any liability of the bank under a letter of credit, other than a letter of credit arising out of transactions involving the importation or exportation of goods or the domestic shipment of goods, except to the extent (i) the bank has a binding participation of another bank, organized under the laws of the Commonwealth or another state or the United States, or a written commitment by another such bank to assume primary liability therefor or (ii) such bank issuing the letter of credit has in its possession money on deposit to the credit of such customer or securities or assets readily convertible into cash with which to honor such letter of credit; and

3. Any credit exposure to a person arising from a derivative transaction between the bank and the person.

B. Subject to the exceptions set forth in subsections D, E, F, and I, the total obligations of any person, including, with respect to a partnership, as provided in subsection C, the partners having a five percent or greater interest in either the income or capital of a partnership other than limited partners, to any bank shall at no time exceed 15 percent of the sum of the capital, surplus, and loan loss reserve of such bank.

C. For the purposes of this section:

1. The obligation of partners in the partnership and the partnership shall not be combined with each other except if (i) the purpose for which the obligation of any partner was incurred or utilized relates to the partnership or the purposes of the partnership, including acquisition of an interest in the partnership, such obligation shall be combined with the obligation of the partnership or (ii) the primary source of repayment of a partner's individual obligation is the partnership or funds therefrom, the obligation of the partnership shall be combined with the obligation of such partner, other than a limited partner or partner with less than five percent interest, and the limitation specified herein shall apply to the combined obligations of each such partner and the partnership. Except in the two instances specified in clauses (i) and (ii), the individual liability of the partner shall not be treated as an obligation of the individual, and the obligations of partner as individual guarantor on partnership obligations shall not be treated as an obligation of the individual for purposes of computation hereunder when, in either case, the bank has a certificate of a responsible officer, designated by the board of directors for this purpose, stating that the responsibility of the partnership for each obligation has been evaluated and the bank is relying primarily upon such partnership for the payment of such indebtedness; and

2. There may be counted as part of the surplus (i) the undivided profits as of the date of the most recent call statement and (ii) capital notes and debentures, the issuance of which has been approved by the Commission, outstanding as of said date, and consisting of debt obligations subordinate to all other contractual liabilities of the bank.

D. The following kinds of obligations shall not be subject to any limitation, except as expressly stated in subdivision 20:

1. Obligations in the form of drafts or bills of exchange drawn in good faith against actually existing values;

2. Obligations arising out of the discount of commercial or business paper actually owned by the person, partnership, association, limited liability company, or corporation negotiating the same;

3. Obligations drawn in good faith against actually existing values and secured by goods or commodities in process of shipment;

4. Obligations in the form of banker's acceptances of other banks of the kind described in section thirteen of the Federal Reserve Act;

5. Obligations of the United States, the Commonwealth, or any political subdivision of the Commonwealth, including sanitary or public facilities districts;

6. Obligations fully guaranteed or insured by a state or by a state authority for the payment of the obligation of which the faith and credit of the state is pledged;

7. First mortgage real estate loans that are insured by the Federal Housing Administrator;

8. Obligations guaranteed as to principal and interest by the United States;

9. Loans in which the Small Business Administration or a federal reserve bank has definitely agreed or committed itself to participate, to the extent of such participation;

10. Obligations guaranteed by the Small Business Administration or Farmers Home Administration, to the extent of such guaranty;

11. Loans that the Federal Commodity Credit Corporation has definitely agreed to purchase;

12. Direct obligations of, and obligations guaranteed by, the Export-Import Bank;

13. Loans guaranteed by a federal guaranteeing agency pursuant to the Defense Production Act of 1950;

14. Bonds and notes of the Federal National Mortgage Association;

15. Bonds, debentures, and other similar obligations of Federal Land Banks, Federal Intermediate Credit Banks, or Banks for Cooperatives issues pursuant to acts of Congress;

16. Obligations of the Federal Financing Bank, the Student Loan Marketing Association, the Federal Home Loan Mortgage Corporation, the National Credit Union Administration, Farm Credit Banks, the Government National Mortgage Association, or the Commodity Credit Corporation;

17. Time deposits in, or obligations issued by, a Federal Home Loan Bank;

18. Repurchase agreements of obligations authorized by this subsection;

19. Obligations of any person, secured by not less than a like amount of bonds or notes or other evidences of indebtedness of the United States or of the Commonwealth;

20. Obligations as endorser or guarantor of installment consumer paper that carry a full or limited endorsement or guarantee of the person transferring the same when the bank has a certificate of a responsible officer, designated by its board of directors for that purpose, stating that the responsibility of the maker of such obligation has been evaluated and the bank is relying primarily upon such maker for the payment of such obligation. In such case the limitations of this section as to the obligations of the maker shall be the sole applicable loan limitation; and

21. Obligations secured by the pledge or assignment of certificates of deposit or saving certificates of the lending bank, to the extent of the principal amount of such certificates so pledged or assigned.

E. The following kinds of obligations shall be subject to a limitation of 30 percent of such capital and surplus:

1. Obligations as endorser or guarantor of notes, other than commercial or business paper excepted under subdivision D 2 having a maturity of not more than six months, and owned by the person endorsing and negotiating the same;

2. Obligations of any person in the form of notes or drafts secured by shipping documents or instruments (i) transferring or securing title covering livestock or (ii) giving a lien on livestock when the market value of the livestock securing the obligations is not at any time less than 115 percent of the amount by which the obligations exceed 15 percent of such capital and surplus; and

3. Obligations secured by bonds or notes of the United States, or bonds of the Commonwealth or any of its political subdivisions, if the face value thereof is at least equal to the excess of the obligations over 15 percent of such capital and surplus.

F. Nonrenewable obligations having not more than 10 months to run consisting of notes or drafts secured by shipping documents, warehouse receipts, or similar documents creating a security interest in readily marketable, nonperishable, staple commodities, insured to the extent that insurance is customarily required, shall be subject to a sliding scale limitation up to 50 percent of such capital, surplus, and undivided profits. The sliding scale limitation shall require that when the face amount of the obligation exceeds 15 percent of such capital and surplus by any number of percentage points up to 35, the market value of the security for the obligation shall exceed the face amount of the obligation by at least the same number of percentage points.

G. The Commission shall adopt necessary regulations to require entities that would otherwise be treated as separate entities to be treated as related for the purposes of compelling reporting not more frequently than quarterly, to the Commission of the aggregate obligations of such parties to the bank. For the purposes of this subsection:

1. The Commission may treat as related parties individuals that are in the same household or that are the parents, grandparents, children, or grandchildren of each other whether or not in the same household;

2. Any person owning as much as 34 percent of stock of a corporation or being an officer or director of such corporation may be treated as related to such corporation;

3. Any person entitled to a share of the profits and losses of or distributions from a limited liability company, or who is a manager of a manager-managed limited liability company or a member of a member-managed limited liability company, may be treated as related to the limited liability company; and

4. Any person having an interest in income or capital of a partnership may be treated as a related party.

H. All loans made by a bank in excess of 15 percent of its capital and surplus shall be approved by the board of directors or the executive committee of the bank by resolution recorded in the bank's minute book.

I. Notwithstanding the limitations in this section, the Commission may by regulation authorize state banks to make loans to one borrower in such amounts as may be authorized under any lending limit laws applicable to national banks.

J. The Commission may adopt such regulations as it deems appropriate to (i) further define the term "derivative transaction" and (ii) set forth the rules for calculating credit exposures arising from derivative transactions. 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.

Code 1950, § 6-76; 1952, c. 23; 1958, c. 74; 1960, c. 27; 1966, c. 584, § 6.1-61; 1970, c. 42; 1974, c. 557; 1977, cc. 110, 466; 1978, c. 683; 1984, c. 134; 1987, c. 494; 1994, c. 290; 2002, c. 186; 2006, c. 912; 2010, c. 794; 2013, cc. 98, 126.

§ 6.2-876. Loans to executive officers or directors.

A. The maximum amount of loans and other extensions of credit a bank may make to any of its executive officers or directors, and the conditions and procedures for approval of such extensions of credit, shall be governed by Federal Reserve Board Regulation O, 12 C.F.R. Part 215, whether or not the bank is a member of the Federal Reserve System.

B. The aggregate amount of a bank's extensions of credit to its executive officers or directors, and their interests, shall not be excessive. The Commission shall adopt such regulations as may be required to prevent excessive aggregate amounts of extensions of credit by a bank to such persons and their interests.

Code 1950, § 6-77; 1966, c. 584, § 6.1-62; 1976, c. 658; 1978, c. 683; 1987, c. 351; 1995, c. 82; 1996, c. 13; 2004, c. 320; 2010, c. 794.

§ 6.2-877. Overdrafts by bank officer or director.

No bank shall pay an overdraft of an executive officer or director of the bank on an account at the bank unless the payment of funds is made in accordance with (i) a written, preauthorized, interest-bearing extension of credit plan that specifies a method of repayment or (ii) a written, preauthorized transfer of funds from another account of the account holder at the bank. This prohibition does not apply to the payment of inadvertent overdrafts on an account in an aggregate amount of $1,000 or less if (a) the account is not overdrawn for more than five business days and (b) the member bank charges the executive officer or director the same fee charged any other customer of the bank in similar circumstances.

1981, c. 343, § 6.1-62.1; 2010, c. 794.

§ 6.2-878. Loans secured by real estate generally.

A. As used in this section, "loan secured by real estate" means an obligation executed or assumed by the borrower that is secured by mortgage, deed of trust, or similar instrument, encumbering real estate that is owned by the borrower and upon which the bank relies as the principal security for the loan.

B. No bank shall make any loan secured by real estate when such loan, together with all prior liens or encumbrances on such real estate, exceeds 90 percent of the appraised value of the real estate securing such loan.

C. The appraisals necessitated by this section shall be required if the loan shall equal or exceed an amount established from time to time by the Commissioner. In establishing such amount, the Commissioner shall take into consideration the requirements imposed on banks under applicable federal regulations. Such appraisals shall be in writing, signed by the appraisers, and shall be retained in the files of the bank, subject to examination of bank examiners. The appraisers so appointed shall be experienced persons competent to appraise real estate in the locality where the real estate is located.

D. Any bank may make loans secured by real estate that do not comply with the limitations and restrictions in this section if the total unpaid amount of such loans, exclusive of the loans that subsequently comply with such limitations and restrictions, does not exceed 10 percent of the total amount of loans secured by real estate.

E. The provisions of this section relating to ratio of loan to appraised value and appraisal shall not apply if:

1. The real estate security is taken solely as an abundance of caution on terms which are not more favorable than they would be in absence of such a lien on real estate;

2. A real estate security conveyance is taken by or ancillary to the assignment of lease obligations upon which the bank is relying primarily and prudently;

3. A subsequent transaction results from an existing extension of credit providing (i) that the borrower has performed satisfactorily, (ii) there is no advance of new money, except as formerly agreed, (iii) the credit standing of the borrower is not deteriorating, and (iv) there is no obvious and noticeable deterioration of marketing conditions or the physical assets which provide collateral security to the bank; or

4. A lien upon real estate is taken to secure a prior advance which was not secured by such real estate.

F. In cases where an appraisal by a state-certified or state-licensed appraiser is not required, under this section or other sections of this chapter in a real estate-related financial transaction, the bank as a matter of prudence may take and preserve a reasonable appraisal, valuation, or analysis of real estate or real property in connection with such transaction.

G. The Commission may by order or regulation eliminate loans or specific categories of loans from the requirements of this section.

H. The provisions of this section shall not be construed to prohibit any bank from accepting, as security for a loan that it had made in good faith without security or upon security since found to be inadequate, an obligation or obligations secured by mortgage, deed of trust, or other such instrument upon real estate.

Code 1950, § 6-78; 1952, c. 25; 1956, c. 622; 1960, c. 23; 1964, c. 150; 1966, c. 584, §§ 6.1-63, 6.1-65; 1968, c. 549; 1972, c. 189; 1976, c. 487; 1978, c. 624; 1979, c. 375; 1981, c. 271; 1982, c. 263; 1984, c. 133; 1988, c. 170; 1991, c. 160; 1992, c. 68; 1994, c. 501; 2005, c. 263; 2010, c. 794.

§ 6.2-879. Certain loans not considered loans secured by real estate.

A. If the bank reasonably and prudently relies upon factors other than or in addition to the real estate security, such as general credit standing, guarantees, commitments, or tangible or intangible personal property security, and enters in its records a written statement of the factors it relies on, the loan does not constitute a loan secured by real estate within the meaning of § 6.2-878, except that if the terms of the transaction shall be more favorable than in the absence of a lien, an appraisal shall be required as provided under § 6.2-878.

B. Loans made to homeowners for maintenance, repair, landscaping, modernization, alteration, improvement to, and furnishings and equipment for, their homes, whether or not secured, shall not be considered as loans secured by real estate within the meaning of § 6.2-878, provided each such loan shall (i) be payable in approximately equal monthly installments, (ii) not be for a term longer than 12 years, and (iii) not exceed an amount specified in accordance with subsection C of § 6.2-878. Such home loans may otherwise be made under the provisions of § 6.2-878 or 6.2-880. If such loan is in excess of the amount specified under subsection C of § 6.2-878, unless the taking of real estate security is solely in the abundance of caution and the terms are not more favorable than in the absence of such a real estate lien, an appraisal as required by § 6.2-878 or 6.2-880 shall be required by the bank.

Code 1950, §§ 6-78, 6-79.2; 1952, c. 25; 1956, c. 622; 1960, c. 23; 1962, c. 267; 1964, c. 150; 1966, c. 584, §§ 6.1-65, 6.1-66; 1970, c. 13; 1976, c. 94; 1980, c. 714; 1991, c. 160; 1994, c. 501; 2005, c. 263; 2010, c. 794.

§ 6.2-880. Construction loans.

A. As used in this section, "construction loan" means a loan (i) made to finance the construction of a building or otherwise to improve real estate and (ii) with a maturity not exceeding 60 months.

B. A construction loan that is accompanied by a valid and binding agreement to advance an amount equal to or greater than the construction loan upon the completion of the building or improvement, which agreement is entered into by an individual or entity acceptable to the bank or the bank itself, whether or not secured by a mortgage or similar lien on the real estate upon which the building or improvement is being constructed, shall not be considered as a loan secured by real estate within the meaning of § 6.2-878, but shall be classed as an ordinary commercial loan, unless the terms of the transaction shall be more favorable than in the absence of a lien, in which case an appraisal shall be required as provided under § 6.2-878.

C. No bank shall invest in, or be liable in, construction loans in an aggregate amount in excess of 100 percent of its capital and surplus, except that any such loans supported by an executed agreement for permanent financing shall not be included in such aggregate amount.

D. Loans to finance construction of buildings or otherwise to improve real estate may be made under this section or under the provisions of § 6.2-878.

E. Loans made under subsection H of § 6.2-878 or subsection A of § 6.2-879 shall not be treated as construction loans for purposes of the limitations of this section.

Code 1950, § 6-78; 1952, c. 25; 1956, c. 622; 1960, c. 23; 1964, c. 150; 1966, c. 584, § 6.1-64; 1970, c. 14; 1972, c. 189; 1981, c. 271; 1991, c. 160; 1995, c. 87; 2006, c. 273; 2010, c. 794.

§ 6.2-881. Investment in reverse annuity mortgages.

A bank may invest in reverse annuity mortgages to the extent and in the manner that may be provided in regulations adopted by the Commission.

1979, c. 386, § 6.1-65.1; 1994, c. 501; 2010, c. 794.

§ 6.2-882. Bank borrowing money or rediscounting its notes.

A. Any bank borrowing money or rediscounting any of its notes shall at all times show on its books and accounts and in its reports the amount of such borrowed money or rediscounts.

B. No officer, director, or employee of any bank shall issue the note of such bank for borrowed money or rediscount any note or pledge any of the assets of such bank, except when authorized by resolution of the board of directors of such bank previously made and entered upon the minutes of such bank, under such regulations and in such form as may be adopted by the Commission.

Code 1950, § 6-80; 1966, c. 584, § 6.1-67; 1994, c. 7; 2010, c. 794.

§ 6.2-883. Acceptance of drafts or bills of exchange; issuance of letters of credit.

A. Any bank doing business in the Commonwealth, subject to conditions, limitations, and restrictions imposed by the Commission, may (i) accept for payment at a future date drafts or bills of exchange drawn upon it by its customers on time not exceeding six months and (ii) issue letters of credit, upon such terms and conditions and of such duration as may be deemed appropriate by such bank, that authorize the holders thereof to draw drafts upon it or its correspondent, which drafts may be payable at sight or may be accepted for payment from the date of presentment on time not exceeding six months.

B. The Commission, in adopting conditions, limitations, and restrictions with respect to such acceptances or letters of credit, shall use as a standard or guide the respective conditions, limitations, and restrictions, if any, imposed from time to time by federal statute or by the Federal Reserve Board on its member banks.

Code 1950, § 6-82; 1966, c. 584, § 6.1-68; 1974, c. 81; 1976, c. 152; 1994, c. 7; 2010, c. 794.

§ 6.2-884. Ownership and lease of personal property.

A. As used in this section, "personal property" includes fixtures.

B. A bank may become the owner and lessor of personal property, subject to the following limitations:

1. Except in the case of short-term leases where a subsequent sale or reletting is anticipated, the rentals receivable by the bank under the initial lease of any item of personal property shall equal at least the cost to the bank of such item of personal property;

2. Any leasing or rental obligations to any bank of any person shall be treated as obligations subject to the limitations imposed by § 6.2-875; and

3. Upon the expiration of any lease whether by virtue of the lease agreement or by virtue of the retaking of possession by the bank, the personal property shall be sold or otherwise disposed of, or charged off within one year from the time of expiration of such lease unless it is held for the purpose of reletting.

C. No personal property acquired pursuant to this section shall be included in computable investment in fixed assets under § 6.2-870.

1968, c. 56, § 6.1-68.1; 1989, c. 482; 2010, c. 794.

§ 6.2-885. Investment in stock or securities of controlled subsidiary corporations.

A. As used in this section and §§ 6.2-886, 6.2-887, and 6.2-888:

"Control" has the meaning assigned to it in § 2 of the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.).

"Controlled subsidiary corporation" means a corporation that is controlled by a bank organized under the laws of the Commonwealth, or by more than one bank, at least one of which is organized under the laws of the Commonwealth.

B. A bank may acquire, own, and hold the stock, securities, or obligations of one or more controlled subsidiary corporations. Such investment in stock, securities, or obligations, together with any investment of the bank in stock, securities, or obligations of a bank service corporation, shall not exceed in the aggregate 50 percent of the bank's capital stock and permanent surplus, without the permission of the Commission, which limit on investment shall not include, but shall be in addition to, investment in (i) a real estate subsidiary as provided in § 6.2-873, (ii) the stock, securities, or obligations of a building corporation under § 6.2-870, and (iii) controlled subsidiary corporations that are wholly owned by the bank.

C. A controlled subsidiary corporation shall not be authorized to (i) receive deposits except as hereafter provided; (ii) engage in the trust business; or (iii) conduct any business that is required under § 13.1-620 to be specifically stated in the articles of incorporation, except a controlled subsidiary corporation may engage in the business of credit card operations, leasing, safe deposit, factoring, credit bureaus, mortgage brokerage or servicing, data processing, international banking and finance, and any other function or business activity in which a bank might engage, except the receipt of deposits, or the trust business. Subject to the foregoing limitations on the businesses that a controlled subsidiary corporation is authorized to conduct, and with the prior approval of the Commission and subject to such conditions as the Commission may impose, a controlled subsidiary corporation may also engage in any business that is authorized by statute, regulation, or official interpretation for a subsidiary of a national bank or an out-of-state state bank as defined in § 6.2-836 to the extent such activity is financial in nature, or incidental or complimentary to a financial activity, and is not otherwise prohibited by state law. A controlled subsidiary corporation transacting business as a real estate brokerage firm shall be governed by § 6.2-888 and be subject to the provisions of this section. A controlled subsidiary corporation may charge and collect such finance charges and fees or interest rates as are authorized to banks by the laws of the Commonwealth or as otherwise authorized by Chapter 3 (§ 6.2-300 et seq.).

D. A controlled subsidiary corporation engaged solely in the business of international banking and finance, and subject to the regulation and supervision by the Board of Governors of the Federal Reserve System, shall not be prohibited from receiving deposits or from taking any other action that any such regulated international banking and finance institution is permitted to take.

E. The provisions of § 6.2-874 relating to investment of funds in shares of stock of another corporation shall be applicable to controlled subsidiary corporations, except that a controlled subsidiary corporation may acquire, own, and hold stock in a subsidiary corporation if a bank would be permitted to directly acquire, own, or hold the stock hereunder. The provisions of § 6.2-876 relating to loans to officers, directors, or employees of the bank shall be applicable both to loans by the subsidiary to officers, directors, or employees of the bank and to loans by the bank to officers, directors, or employees of the subsidiary, with the approval of the board of directors of the bank only being required for purposes of § 6.2-876. The limitations of §§ 6.2-878 through 6.2-881 as they relate to appraisal value, maximum term, and amortization on loans secured by real estate shall be applicable to controlled subsidiary corporations. Notwithstanding any provisions of this subsection to the contrary, the restrictions set out in §§ 6.2-874 through 6.2-881 shall not be imposed upon any controlled subsidiary that has no state banks as shareholders.

F. The provisions of § 6.2-875 relating to limitations upon obligations of any one borrower shall apply to the total obligations of any borrower in the aggregate to the subsidiary corporation and to any bank or bank holding company owning stock securities or obligations of such subsidiary corporation. The loan limit of the subsidiary shall be computed by attributing to the subsidiary a pro rata share of the lending limit of each bank stockholder prorated in accordance with the percentage of stock owned by such bank. However, in the case of a subsidiary, any of the stock, securities, or other obligations of which are owned by a bank holding company, the loan limits of the subsidiary shall be computed by attributing to the subsidiary a pro rata share of the lending limits of all bank subsidiaries of such holding company, which share shall be prorated based on the percentage of stock owned by the holding company and all subsidiary banks thereof. In computing whether a bank or a subsidiary that is not wholly owned is complying with its lending limit, the loans of the bank and the subsidiary to any common borrower shall be aggregated on a basis pro rata to the percentage of stock of the subsidiary owned by the bank. Such controlled subsidiary corporation shall not otherwise be subject to the provisions of this chapter except where it is expressly so provided. Notwithstanding any provisions of this subsection to the contrary, the restrictions set out in §§ 6.2-874 through 6.2-881 shall not be imposed upon any controlled subsidiary that has no state banks as shareholders.

1968, c. 270, § 6.1-58.1; 1978, c. 797; 1988, c. 296; 1993, c. 64; 1997, c. 277; 1999, c. 60; 2001, c. 508; 2003, cc. 536, 558; 2010, c. 794.

§ 6.2-886. Regulation of controlled subsidiary corporations by Commission.

A. A controlled subsidiary corporation shall be subject to audit and examination by the Commission whether or not it is an affiliate as defined in § 6.2-899. The controlled subsidiary corporation shall pay such examination fees as shall be imposed under § 6.2-908 for the examination of trust departments. If upon examination the Commission shall ascertain that the corporation is created or operated in violation of this section or that the manner of operation is detrimental to the business of the parent bank and its depositors, it may order the bank to dispose of all or part of its investment in such corporation upon such terms as the Commission may deem proper.

B. A controlled subsidiary may not merge or consolidate unless the surviving corporation is itself a controlled subsidiary corporation, or unless as a result of such merger or consolidation the bank divests itself of all stock or other securities that are held pursuant to the authority granted by this section.

C. The Commission shall have the same powers over controlled subsidiary corporations as it has over banks under §§ 6.2-913, 6.2-915, 6.2-917, 6.2-918, and 6.2-919, excepting those controlled subsidiary corporations that have no state banks as stockholders.

1968, c. 270, § 6.1-58.1; 1978, c. 797; 1988, c. 296; 1993, c. 64; 1997, c. 277; 1999, c. 60; 2001, c. 508; 2003, cc. 536, 558; 2010, c. 794.

§ 6.2-887. Insurance business of controlled subsidiary.

A. In addition to the types of business authorized in § 6.2-885, a controlled subsidiary corporation that is a domestic or foreign corporation, the majority of the voting stock of which is owned, directly or indirectly, by (i) a bank or banks organized under the laws of the United States, (ii) a bank or banks organized under the laws of the Commonwealth, (iii) a bank or banks organized under the laws of another state, or (iv) a bank holding company owning a bank or banks in the Commonwealth or in another state, may be formed to:

1. Transact the type of insurance business specified in § 38.2-120 and other insurance normally written under the coverage known as financial institution blanket bonds;

2. Underwrite insurance indemnifying the bank, its holding companies or its affiliates, and their directors and officers against liability; and

3. Underwrite reinsurance of mortgage guaranty insurance, subject to such conditions as the Commission may impose, on loans secured by real estate made or purchased by such controlled reinsurance subsidiary's affiliates or by a bank owning such controlled subsidiary.

B. Any such controlled subsidiary corporation shall (i) transact only the insurance business specifically permitted by this section and (ii) be subject to the further provisions of Title 38.2 otherwise applicable to insurance companies transacting a comparable business.

C. The investment of any bank in the stock, services, or other obligations of such a controlled subsidiary shall not exceed two percent of such bank's capital, surplus, and undivided profits.

1976, c. 340, § 6.1-58.2; 1977, c. 190; 1986, c. 638; 1998, c. 48; 2010, c. 794.

§ 6.2-888. Real estate brokerage business of controlled subsidiary.

A. In addition to the types of business authorized in §§ 6.2-885 and 6.2-887, a controlled subsidiary corporation may be formed and licensed to transact business as a real estate brokerage firm in accordance with § 54.1-2106.1, provided such controlled subsidiary corporation transacts the real estate brokerage business and such services only in accordance with the specific provisions of this section. Such controlled subsidiary corporation shall be subject to the provisions of Chapter 21 (§ 54.1-2100 et seq.) of Title 54.1 that are otherwise applicable to real estate brokerage companies transacting a comparable business.

B. A controlled subsidiary corporation of a state bank may own and transact business as a real estate brokerage firm and provide the services of a real estate brokerage firm, only upon the Commission's determination that the state bank making application to do so is in full compliance with applicable law. The investment of any bank in the stock, securities, or other obligations of a controlled subsidiary corporation shall be approved by the Commission only upon a determination by the Commission that (i) the depositors of the bank are adequately protected from the risk of such ownership and (ii) the ownership is a safe and sound investment for the bank in accordance with applicable law. Such determination shall include but not be limited to providing written notice to the Virginia Real Estate Board and receiving written confirmation from the Virginia Real Estate Board that the real estate brokerage firm, to be owned, and its brokers, are in good standing in accordance with the requirements of Chapter 21 (§ 54.1-2100 et seq.) of Title 54.1.

C. A controlled subsidiary corporation of a state bank may own and transact business as a real estate brokerage firm only in compliance with the following:

1. The controlled subsidiary corporation, or a state bank that owns a controlled subsidiary corporation, that engages in real estate brokerage, shall not:

a. Impose a requirement, orally or in writing, that a borrower shall contract for or enter into any other arrangement for real estate services with its affiliated real estate brokerage firm;

b. Impose a requirement, orally or in writing, that as a condition of approving a loan a borrower shall contract or enter into any other arrangement with its affiliated real estate brokerage firm;

c. Impose a requirement, orally or in writing, that a real estate brokerage customer shall make application for a loan or any other service or services of a particular bank or any of its subsidiaries, affiliates, or service entities, except as otherwise permitted under the Real Estate Settlement Procedures Act of 1974, (12 U.S.C. § 2601 et seq.), and regulations adopted thereunder;

d. Impose a requirement, orally or in writing, that a condition of providing real estate brokerage services is that the customer shall make application for a loan or any other arrangement for other services of the bank or any of its subsidiaries, affiliates, or service entities, except as otherwise permitted under the Real Estate Settlement Procedures Act of 1974, (12 U.S.C. § 2601 et seq.), and regulations adopted thereunder;

e. Offer or provide more favorable consideration, terms, or conditions for any financial products or services to induce or attempt to induce a person to enter into any arrangement for real estate brokerage services with any particular real estate brokerage firm;

f. Offer or provide more favorable terms or conditions for any real estate brokerage services to induce or attempt to induce a person to apply for a loan or obtain any other services of a particular bank or any of its subsidiaries, affiliates, or service entities;

g. Conduct real estate brokerage activities in the same areas of a building where the bank routinely accepts retail deposits from the general public;

h. Conduct real estate brokerage activities in areas of a building that are identified as areas where banking activities occur;

i. Conduct banking activities in areas of the building that are identified as areas where real estate brokerage activities occur;

j. Make payment to its employees for any referrals of real estate brokerage business;

k. Use confidential credit and other financial information available from the bank for solicitation purposes by a real estate brokerage affiliate, without first having obtained the written consent of the customer;

l. Use or transfer from a bank to any affiliated real estate brokerage firm any financial information of or relating to any unaffiliated competing real estate brokerage firm that is an actual or prospective customer; or

m. Use, directly or indirectly, nonpublic customer information that is held or obtained by the bank for the purpose of soliciting real estate business, without first having obtained the written consent of the customer;

2. A state bank that makes a referral to its affiliated real estate brokerage firm shall clearly and conspicuously disclose in writing, in a separate document, to any person who applies for credit related to a real estate transaction or applies for prequalification or preapproval for credit related to a real estate transaction, that the person is not required to consult with, contract for, or enter into an arrangement for real estate brokerage services with its affiliated real estate brokerage firm; and

3. A real estate brokerage firm that is affiliated with a bank shall clearly and conspicuously disclose in writing, in a separate document, before the time an agency agreement for real estate brokerage services is executed, that the person is not required to apply, contract for, or enter into any other arrangement for services of a particular bank or any of its subsidiaries, affiliates, or service entities.

D. The requirements of this section are in addition to the requirements of the Real Estate Settlement Procedures Act of 1974, (12 U.S.C. § 2601 et seq.), and regulations adopted thereunder.

E. State banks owning and transacting business as real estate brokerage firms under this section are subject to the provisions of Chapter 9 (§ 55.1-900 et seq.) of Title 55.1.

F. A state bank that acts as a mortgage broker, as defined in § 6.2-1600, and that transacts business as a real estate brokerage through a controlled subsidiary corporation, is subject to subdivision B 5 and subsection C of § 6.2-1616; however, a state bank that, pursuant to an executed originating agreement with the Virginia Housing Development Authority, acts or offers to act as an originating agent of the Virginia Housing Development Authority in connection with a mortgage loan shall not be deemed to be acting as a mortgage broker with respect to such mortgage loan but shall be deemed to be acting as a mortgage lender with respect to such mortgage loan, notwithstanding that the Virginia Housing Development Authority is or would be the payee on the note evidencing such mortgage loan and that the Virginia Housing Development Authority provides or would provide the funding of such mortgage loan prior to or at the settlement thereof.

G. In the event of a violation of this section, the Commission may take such action as is authorized in accordance with § 6.2-946, including issuance of an order requiring the state bank to cease and desist the activity that violates this section and imposing penalties.

2003, cc. 536, 558, § 6.1-58.3; 2006, c. 422; 2010, c. 794.

Article 10. Reserves.

§ 6.2-889. Required reserves.

A. As used in this section, unless the context requires otherwise:

"Demand deposits" means all deposits the payment of which can be legally required in less than 30 days.

"Time deposits" means all deposits the payment of which cannot be legally required in less than 30 days.

B. Every bank shall maintain a reserve related to its demand deposits and to its time deposits. The reserve on:

1. Demand deposits shall consist of actual cash on hand and balances payable on demand, due from other solvent banks; and

2. Time deposits shall consist of actual cash on hand and balances payable on demand due from other solvent banks; provided that up to 100 percent of such reserve on time deposits may be in the form of short maturity general obligations of the United States, such maximum percentage to be fixed by the Commission.

C. The Commission shall by regulation establish from time to time the reserve requirements within the following limits:

1. On demand deposits: zero to 15 percent; and

2. On time deposits: zero to five percent.

D. The reserves required herein for each day shall be computed on the basis of average daily deposits covering a biweekly period, provided that shorter averaging periods may be fixed by regulation of the Commission.

E. Nothing herein shall be construed to relieve any bank which is a member of the Federal Reserve System from maintaining a reserve fund in accordance with the requirements applicable to such member banks.

Code 1950, § 6-52; 1966, c. 584, § 6.1-69; 1976, c. 658; 1981, c. 65; 2010, c. 794.

§ 6.2-890. Preferences by pledging assets.

A. No bank shall give preference to any depositor or creditor by pledging the assets of such bank, except as otherwise authorized by subsection B, or except to secure deposits of trust funds made pursuant to the provisions of § 6.2-1005 or 6.2-1057.

B. Notwithstanding the provisions of subsection A, any bank:

1. May deposit securities for the purpose of securing deposits of:

a. The United States government and its agencies;

b. The Commonwealth, any other state where the bank has a branch office, or any agency or political subdivision thereof;

c. Insolvent national bank funds as permitted under 12 U.S.C. § 192;

d. Proceeds of sale of United States obligations as permitted under 31 U.S.C. § 771; and

e. Bankruptcy funds deposited under the provisions of 11 U.S.C. § 345;

2. May deposit securities for the purpose of securing sureties on surety bonds furnished to secure deposits listed in subdivision 1, or may, in lieu of depositing such securities to secure deposits pursuant to subdivision 1 b, by its board of directors, adopt a resolution before such public funds are deposited therein, to the effect that, in the event of the insolvency or failure of such bank, such public funds thereafter deposited therein shall, in the distribution of the assets of such bank, be paid in full before any other depositors shall be paid deposits thereafter made therein. The adoption of such resolution shall be deemed to constitute an obligation binding on such bank;

3. Is authorized to pledge its assets as security for amounts of borrowed money which shall not, without the approval of the Commission given in advance in writing, exceed in the aggregate the amount of the capital, surplus, and undivided profits of such bank actually paid in or earned and remaining undiminished by losses or otherwise. The amount of assets pledged for the security of such a loan shall not, without such approval, exceed 150 percent of the amount borrowed. No loan in excess of the amount so permitted made to any such bank shall be invalid or illegal as to the lender, even though made without the consent of the Commission. Rediscounting with or without guarantee or endorsement of notes, drafts, bills of exchange, or loans is hereby authorized and shall not be limited by the terms of this section, and shall not be considered as borrowed money within the meaning of this section;

4. Is authorized to borrow from a Federal Reserve Bank or a Federal Home Loan Bank and to rediscount with and sell to a Federal Reserve Bank or a Federal Home Loan Bank any and all notes, drafts, bills of exchange, acceptances, and other securities, and to give security for all money so borrowed and for all liabilities incurred by the discount of such notes, drafts, bills of exchange and other securities without restriction in like manner and to the same extent as national banks may lawfully do under the acts of Congress and regulations of the Board of Governors of the Federal Reserve System and the Federal Housing Finance Board; and

5. Is authorized to pledge its assets in connection with qualified financial contracts, which transactions shall be governed by this subdivision and not subdivision 3. The amount of assets pledged for obligations under such contracts shall not exceed 150 percent of the amount of the obligations, without the consent of the Commission, and the qualified financial contract shall be in writing and approved by the board of directors of such bank or an appropriate committee, which approval shall be reflected in the minutes of such board or committee. At the time any qualified financial contracts consisting of retail repurchase agreements are sold by a state bank, the market value of the underlying security must be at least equal to the amount of the aggregate purchase price paid by the purchasers of the retail repurchase agreements. As used in this subdivision, "qualified financial contract" means a qualified financial contract as defined in 12 U.S.C. § 1821 (e)(8)(D)(i), as the same may be amended, and any contract or transaction that the Commissioner determines to be a qualified financial contract for purposes of this section.

Code 1950, §§ 6-64, 6-65, 6-66; 1966, c. 584, §§ 6.1-78, 6.1-79, 6.1-80; 1974, c. 665; 1982, cc. 112, 411; 1989, c. 376; 1993, c. 182; 1994, c. 7; 1996, c. 306; 2010, c. 794; 2013, c. 205.

§ 6.2-891. Perfection of certain security interests.

When securities are sold by a bank subject to an obligation of repurchase, any security interest or interest of ownership therein may be perfected:

1. As specified by Title 8.8A or Title 8.9A;

2. By designation to the person holding physical custody thereof, which shall include a person keeping the master records, in case of securities identified by book entry only, that certain securities identified by serial number or dollar amount are held for the benefit of third parties other than the bank, who may, but need not, be identified by name; or

3. By physical separation on the premises of the bank in a separate drawer, compartment, or other facility. The bank may, from time to time, instruct any third party holding such securities that the previously identified securities or an amount of such securities previously identified as pledged or belonging to third parties have been released from such pledge by payment of all or part of the amount due, or have been repurchased. The records of the bank shall identify the persons who are pledgees or owners of such securities. Book-entry securities held in a bank's customer-safekeeping account, used for the same purpose, at the Federal Reserve Bank, notwithstanding that other customer securities are held in the same account, shall be deemed in compliance with subdivision 2, provided such securities are identified in the bank's records as required by this section.

1982, c. 429, § 6.1-81; 1983, c. 250; 1986, c. 320; 2010, c. 794.

§ 6.2-892. Federal deposit insurance a credit towards certain required bonds.

If a bank is required by the laws of the Commonwealth to furnish or deposit a surety bond or securities as security for the payment of any funds deposited in the bank, other than funds received or held in the trust department of the bank awaiting investment or distribution, the amount of the penalty of such bond or the amount of such securities shall be as required by law, less the amount of such deposit that, to the satisfaction of the body, officer, or other person responsible for seeing that a surety bond or amount of securities is furnished as security for such deposit, is insured under the provisions of § 12-b of the Federal Reserve Act, as amended, or any amendments thereto.

Code 1950, § 6-70; 1966, c. 584, § 6.1-83; 2010, c. 794.

Article 11. Deposit Accounts.

§ 6.2-893. Payment of balance of deceased person or person under disability.

Any bank may pay any balance on deposit to the credit of any deceased person or of any person under disability, to the personal representative, curator, conservator, or committee of such person upon a letter of qualification as such personal representative, curator, conservator or committee, issued by an appropriate court. The letter shall be sufficient authority for such transfer. Any such bank making such transfer shall no longer be liable for such deposit to any person. The presentation of a duly certified letter of qualification as personal representative, curator, conservator, or committee shall be conclusive proof of the jurisdiction of the court issuing the same. Payment to a fiduciary qualified under the law of a state other than the Commonwealth shall be in accordance with Article 2 (§ 64.2-1426 et seq.) of Chapter 14 of Title 64.2 and § 64.2-609.

Code 1950, § 6-53; 1966, c. 584, § 6.1-70; 1983, c. 487; 1997, c. 801; 2010, c. 794.

§ 6.2-894. Deposits in and withdrawals from accounts of convicts.

A. Notwithstanding the provisions of Chapter 11 (§ 53.1-221 et seq.) of Title 53.1, a person convicted of a felony and sentenced to confinement in a state correctional institution for one year or longer, with the written consent of the Director of the Department of Corrections, may have a bank account, free from control of all persons except the Director of the Department of Corrections and a committee appointed pursuant to the provisions of § 53.1-221. A deposit made in a bank account by a convict shall be held for the exclusive right and benefit of the convict. The check, order, or receipt of the convict shall be a complete and sufficient release and discharge for any payments made from the deposit in the bank, until the bank is notified in writing by a duly qualified committee or the Director of the Department of Corrections not to permit further withdrawals from that account.

B. Upon receipt of such written notice or commencing on the banking day following the date of receipt of such written notice, the bank shall not permit further withdrawal, except with the consent of the committee or the Director of the Department of Corrections. A bank may further accept, pay or collect items on account for proceeds of collection of a bank account of a convict, despite his conviction or confinement or the bank's knowledge thereof, until it receives written directions to the contrary from the committee of such convict or the Director of the Department of Corrections.

1982, c. 593, § 6.1-70.1; 2010, c. 794.

§ 6.2-895. Repealed.

Repealed by Acts 2010, c. 269, cl. 2.

§ 6.2-896. Deposits of minors.

A bank may establish a deposit account for a minor as the sole and absolute owner of such account. The bank may receive deposits by or for such minor, honor any withdrawal request of the minor, and act in any other manner with respect to such account on the minor's order. Any payment or delivery of funds from such account to the minor, or the payment of a check or other written order for withdrawal of funds signed by such minor owner, shall be a valid and sufficient release and discharge of such bank for any payment or delivery so made. The parent or guardian of such minor shall not in his capacity as parent or guardian have the power to withdraw or transfer funds in any such account unless the minor has given written notice to the bank to accept the signature of such parent or guardian.

Code 1950, § 6-56; 1966, c. 584, § 6.1-74; 2009, c. 197; 2010, c. 794.

§ 6.2-897. Bank need not inquire as to fiduciary funds deposited in fiduciary's personal account.

If any fiduciary or agent makes a deposit in a bank to his personal credit of checks drawn by him upon an account in his own name as fiduciary, or of checks drawn by him upon an account in the name of his principal, if he is empowered to draw checks thereon, or of checks payable to his principal and endorsed by him as fiduciary, the bank receiving the deposit:

1. Shall not be required to inquire whether the fiduciary is committing thereby a breach of his obligation as fiduciary; and

2. Is authorized to pay the amount of the deposit or any part thereof upon the withdrawal by the fiduciary without being liable to the principal, unless the bank receives the deposit or pays the withdrawal with (i) actual knowledge that the fiduciary, in making such deposit or in making such withdrawal, is committing a breach of his obligation as fiduciary or (ii) knowledge of such facts that its action in receiving the deposit or paying the check amounts to bad faith.

Code 1950, § 6-57; 1966, c. 584, § 6.1-75; 2010, c. 794.

Article 12. Examinations and Reports.

§ 6.2-898. Examinations.

The Commission, as often as it deems necessary in the public interest, shall examine or cause to be examined each bank incorporated under the laws of, and doing business in, the Commonwealth. Such examination shall be conducted at least once in every three-year period.

Code 1950, § 6-106; 1966, c. 584, § 6.1-84; 1976, c. 658; 1996, c. 80; 2010, c. 794.

§ 6.2-899. Examination of affiliates.

A. As used in this section, "affiliate" of any bank means any entity (i) of which such bank, directly or indirectly, owns or controls either a majority of the voting shares or more than 50 percent of the number of shares voted for the election of its directors, trustees, or other persons exercising similar functions at the preceding election, or controls in any manner the election of a majority of its directors, trustees, or other persons exercising similar functions, (ii) of which control is held, directly or indirectly, through stock ownership or in any other manner, by the shareholders of such bank who own or control either a majority of the shares of such bank or more than 50 percent of the number of shares voted for the election of directors of such bank at the preceding election, or by trustees for the benefit of the shareholders of any such bank, or (iii) of which a majority of the directors, trustees, or other persons exercising similar functions are directors of such bank.

B. The Commission, in connection with the examination of any bank, may make or cause to be made such examination of the affiliates of the bank as shall be necessary to ascertain the financial condition of the bank and to disclose fully the relations between the bank and its affiliates and the effect of such relations upon the affairs of the bank.

Code 1950, § 6-107; 1966, c. 584, § 6.1-85; 2010, c. 794.

§ 6.2-900. Special examinations.

The Commission, when (i) written application made to it by the board of directors or by the stockholders representing two-fifths of the total outstanding capital stock of any bank incorporated under the laws of, and doing business in, the Commonwealth or (ii) in the judgment of the Commission it may be necessary for the protection of the public or of persons depositing or dealing with such bank, shall make or cause to be made a special examination of the bank. All expenses incident to such special examination may be charged to the bank so examined and shall be paid by the bank so charged.

Code 1950, § 6-108; 1966, c. 584, § 6.1-86; 1976, c. 658; 2010, c. 794.

§ 6.2-901. Assistance in making examinations.

A. Upon the making of any examination under the provisions of § 6.2-898, 6.2-899, or 6.2-900, the officers, directors and employees of the bank being examined or the affiliate of which is being examined, upon the demand of the person or officer designated to make such examination shall:

1. Give to such examiner full access to all the money, books, papers, notes, bills, and other evidences of debts due to the bank;

2. Disclose fully and accurately all indebtedness and liability thereof; and

3. Furnish all information that the examiner may deem necessary to a full investigation into the affairs of such bank.

B. The examiner shall have the right to examine, under oath, any and all of the directors, officers, clerks, and employees in any manner connected with the operation of any bank touching any matter or thing pertaining to the examination, and for that purpose shall have authority to administer oaths to them.

C. When any bank shall utilize an independent data processing service, the operations of such independent data processing firm and its records pertaining to any bank being examined shall be open to inspection by examiners. Access to such operations and information shall be a prerequisite to the use of such independent data processing services by any bank regulated hereunder.

D. The Commission may impose a civil penalty of not less than $25 but not exceeding $100 per day for each day of noncompliance upon any officer of any bank who it determines, in proceedings commenced in accordance with the Commission's Rules, has refused to give any examiner the information, or refuse to be sworn, as required by this section.

Code 1950, §§ 6-109, 6-128; 1966, c. 584, §§ 6.1-87, 6.1-114; 1974, c. 665; 1976, c. 658; 1988, c. 555; 1997, c. 142; 2010, c. 794.

§ 6.2-902. Notice of examination.

No prior or advance notice of any examination shall be given any bank or any of its directors, officers, or employees unless the Bureau determines that notice will facilitate and not diminish the effectiveness of an examination.

Code 1950, § 6-110; 1966, c. 584, § 6.1-88; 1976, c. 658; 1978, c. 14; 2010, c. 794.

§ 6.2-903. Revaluation of assets after examination.

If it appears to the Commission, from an examination of any bank, that any of the bank's assets are valued by the bank at an amount in excess of their fair and reasonable value, the Commission, after the bank has been given an opportunity for a hearing before the Commission, may require the bank to revalue the assets on the basis of their fair and reasonable value.

Code 1950, § 6-111; 1966, c. 584, § 6.1-89; 2010, c. 794.

§ 6.2-904. Report of examination; inspection and dissemination to directors.

A. When any bank is examined under the provisions of this article, a copy of the report of the examination, at any time after its completion, shall be open for inspection by the officers and directors of the bank. No other copies of the report of examination shall be made except as necessary for the inspection. The copies of the report made for officers and directors of the bank shall not be removed from the premises of the bank. The other such copies shall be destroyed after the inspection has been completed. The original examination report shall be retained in the records of the Bureau.

B. Upon resolution of the board of directors of the bank, the report, at any time during the established period, may be inspected in the bank by the officers and directors of any other bank or by any other person designated in the resolution.

Code 1950, § 6-112; 1966, c. 584, § 6.1-90; 1976, c. 658; 1992, c. 224; 2010, c. 794.

§ 6.2-905. Communications to board or executive committee.

Each official communication directed by the Commission or any state bank examiner to any bank, or to any officer thereof, relating to an examination or investigation made or caused to be made by the Commission, or containing suggestions or recommendations as to the conduct of the bank, shall, if required by the Commission or examiner submitting the communication, be submitted by the officer or director of the bank receiving it, to the executive committee or board of directors of the bank. The communication shall be duly noted in the minutes of the meeting of the board or executive committee.

Code 1950, § 6-119; 1966, c. 584, § 6.1-91; 2010, c. 794.

§ 6.2-906. Disclosure of irregularities; Commission's powers.

A. If upon the examination of any bank, the Commission ascertains that the banking laws of the Commonwealth are not being fully observed, that any irregularities are being practiced, or that the bank's capital has been or is in danger of being impaired, the Commission shall give immediate notice thereof to the officers and directors of the bank. In addition, if it is deemed necessary in order to conserve the assets of such bank or to protect the interests of depositors and creditors thereof, the Commission may do any one or more of the following:

1. Temporarily suspend the right of such bank to receive any further deposits;

2. Temporarily close such bank, for a period not exceeding 60 days, which period may be further extended for one or more 60-day periods as the Commission may deem necessary;

3. Require the officers and directors of the bank to liquidate its outstanding loans insofar as shall be required;

4. Require that any impairment of the capital stock be made good;

5. Require that any irregularities be promptly corrected;

6. Require the bank to make reports, daily or at such other times as may be required to the Commission, as to the results achieved in carrying out the orders of the Commission; and

7. Without examination, close, for such period as the Commission may deem necessary, any bank facing an emergency due to withdrawal of deposits or otherwise, or, without closing such bank, grant to it the right to suspend or limit the withdrawal of deposits, for such period as the Commission may determine.

B. If any bank fails or refuses to comply with any such order of the Commission, or if the Commission shall determine that a receiver for any such bank should be appointed, the Commission may apply for the appointment of a receiver to take charge of the business affairs and assets of the bank and to wind up its affairs as provided in this chapter.

Code 1950, § 6-113; 1966, c. 584, § 6.1-92; 1976, c. 658; 2010, c. 794.

§ 6.2-907. Reports of condition and other statements.

A. Every bank shall make to the Commission statements of its financial condition at such times as the Commission may require. Such statements shall be (i) made in accordance with forms prescribed by the Commission, (ii) certified under oath by the president or cashier of the bank, or, if there is no cashier, by the treasurer, and (iii) attested by at least three of its directors.

B. The Commission shall require all banks doing business in the Commonwealth to make the statements described in subsection A, and at the time prescribed. The Commission shall prepare such forms as may be necessary to carry out the provisions of this section.

C. Whenever the Commission calls for statements, it shall forward to each such bank two forms, one of which, after being properly filled out and certified as required by subsection A, shall be returned to the Commission within a time prescribed by the Commission. The other form, filled out in like manner, shall be filed with the records of the bank. The Commission shall allow banks to submit such statements electronically. Any bank that submits such statements electronically shall maintain a copy of the statement with the required certified signatures affixed.

D. The Commission may require any bank to prepare and submit such other reports and material as it deems necessary to protect and promote the public interest.

E. The Commission may impose a civil penalty of not less than $100 but not exceeding $1,000 per day for each day of noncompliance upon any bank that it determines, in proceedings commenced in accordance with the Commission's Rules, has failed to comply with any of the provisions of this section, 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 herein provided.

Code 1950, §§ 6-105, 6-128; 1966, c. 584, §§ 6.1-93, 6.1-114; 1974, c. 665; 1976, c. 658; 1977, c. 257; 1988, c. 555; 1995, c. 561; 1997, cc. 142, 407; 2010, c. 794.

§ 6.2-908. Fees for supervision and regulation and for certain examinations and investigations.

A. For the purpose of defraying the expenses of supervision and regulation of banks, the Commission shall assess against each bank an annual fee. A bank's annual fee shall be calculated according to a schedule set by the Commission. The schedule shall bear a reasonable relationship to the assets of various individual banks and to other factors relating to their respective costs for supervision, regulation, and examination.

B. The Commission shall also charge additional fees:

1. Of $330 per day per examiner during examinations for the supervision and regulation of trust departments;

2. Of $10,000 for investigating an application for a certificate of authority pursuant to § 6.2-816;

3. Of $1,800 for investigating an application for authority to establish a branch pursuant to § 6.2-831 or a facility pursuant to § 6.2-835;

4. Of $7,500 for investigating an application of merger. The Commission shall not be entitled to any further fees for investigating any application to retain existing branches of the applying banks as branches of the merged bank;

5. Of $1,000 for investigating an application for authority to change the location of an existing bank or branch bank; and

6. Of $2,000 for investigating an application for authority to exercise trust powers.

C. Notwithstanding the designation of the fees set forth in subdivisions B 1 through B 6, the Commission may reduce by regulation or order any fee, if the Commission concludes that there is a reasonable basis for doing so and that the reduction of the fee will not be detrimental to the effectiveness of the Bureau.

Code 1950, § 6-122; 1956, c. 176; 1966, c. 584, § 6.1-94; 1972, c. 195; 1973, c. 401; 1974, c. 184; 1976, cc. 554, 658; 1981, c. 520; 1982, c. 455; 1987, c. 172; 1992, c. 283; 1997, c. 141; 1998, c. 19; 2010, c. 794.

§ 6.2-909. Assessment and payment of fees; lien.

A. Except as provided in subsections B and C, all fees and charges assessed pursuant to § 6.2-908 shall be assessed against each bank by the Commission on or before July 1 of each year and shall be paid into the state treasury on or before the following July 31. The Commission shall mail the assessment to each bank on or before July 1 of each year.

B. Fees for investigating applications for a certificate of authority shall be paid before the investigation is made.

C. Fees for the examination of trust departments shall be paid into the state treasury within 30 days after the Commission notifies the bank of the amount of the fee.

D. All fees so assessed shall be a lien on the assets of the bank, and if not paid when due may be recovered in any court of the county or city in which such bank or institution is located having original jurisdiction of civil cases on motion of and in the name of the Commission.

Code 1950, § 6-123; 1956, c. 176; 1966, c. 584, § 6.1-95; 1984, c. 343; 2010, c. 794.

§ 6.2-910. Reduction of fees.

If the Commission is of the opinion that the amounts of the several charges and fees set forth in § 6.2-908 will produce more revenue than is required to cover the costs and expenses to be paid from such charges and fees, the Commission, in its discretion, may reduce on a pro rata basis the amount of such charges and fees.

Code 1950, § 6-124; 1966, c. 584, § 6.1-96; 2010, c. 794.

§ 6.2-911. Examination of national banks.

Every national bank that is now or may be designated as a state depository, so long as it acts as such, shall be subject to the examination provided for state banks, when, in the opinion of the State Treasurer, such examination is necessary for the protection of the Commonwealth. However, no fees or charges shall be imposed upon national banks for such examinations.

Code 1950, § 6-127; 1966, c. 584, § 6.1-99; 2010, c. 794.

Article 13. Receiverships.

§ 6.2-912. Definition.

As used in this article, "insolvent" or "insolvency" means incapable of meeting the current demands of creditors or having liabilities which, in total, exceed the book value of assets.

Code 1950, § 6-114; 1966, c. 584, § 6.1-100; 1983, c. 507; 2010, c. 794; 2018, c. 257.

§ 6.2-913. Closing bank; appointment of receiver.

A. If (i) any bank is approaching insolvency and no reasonable prospect for rehabilitation of the bank exists, (ii) the Commission deems it necessary with respect to any bank for the protection of the public interest, or (iii) any bank has a ratio of tangible equity to total assets that is equal to or less than two percent, the Commission (a) may close immediately the doors of the bank without any notice and (b) by its duly appointed agent shall take charge of the books, assets, and affairs of the bank until the appointment of a receiver as provided by law.

B. If a bank has been closed by the Commission, the Commission may proceed (i) to have a receiver for the closed bank appointed in accordance with § 6.2-916 or (ii) as provided in Article 14 (§ 6.2-925 et seq.) of this chapter.

Code 1950, § 6-114; 1966, c. 584, § 6.1-100; 1983, c. 507; 2010, c. 794; 2018, c. 257.

§ 6.2-914. Merger or transfer of assets of insolvent bank.

A. If the Commission finds that a bank is insolvent, that its merger into another bank is desirable for the protection of its depositors, and that an emergency exists, and, if the board of directors of such insolvent bank approves a plan of merger of such bank into another bank, (i) compliance with the requirements of § 13.1-718 shall be dispensed with as to such insolvent bank and (ii) the approval by the Commission of such plan of merger shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such insolvent bank for all purposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1.

B. If the Commission finds that a bank is insolvent, that the acquisition of its assets by another bank is in the best interests of its depositors, and that an emergency exists, the Commission, with the consent of the boards of directors of both banks as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, may enter an order transferring some or all of the assets of such insolvent bank to such other bank, in which event (i) compliance with the provisions of §§ 13.1-723 and 13.1-724 shall not be required and (ii) §§ 13.1-730 through 13.1-741 shall not be applicable to such transfer.

C. In the case either of a merger as provided in subsection A or of a sale of assets as provided in subsection B, the Commission shall provide that prompt notice of its finding of insolvency and of the merger or sale of assets be sent to the stockholders of record of the insolvent bank for the purpose of providing such shareholders an opportunity to challenge the finding that the bank is insolvent. The relevant books and records of such insolvent bank shall remain intact and be made available to such shareholders for a period of 30 days after such notice is sent. The Commission's finding of insolvency shall become final if a hearing before the Commission is not requested by any such shareholder within such 30-day period.

D. If, after such hearing provided in subsection C, the Commission finds that such bank was solvent, it shall rescind its order entered pursuant to subsection A or B and the merger or transfer of assets shall be rescinded. However, if after such hearing the Commission finds that such bank was insolvent, its order shall be final.

1975, c. 44, § 6.1-100.1; 1983, c. 507; 2005, c. 765; 2010, c. 794.

§ 6.2-915. Protection of state deposits upon insolvency.

If, upon the examination of any bank that is designated as a state depository, it appears to the Commission that the bank is insolvent or is unable to meet its obligations and the legal demands upon it in the ordinary course of its business, the Commission shall forthwith notify the State Treasurer, who shall discontinue further deposits therein of state funds and take such action as may be necessary to protect the deposits of the Commonwealth therein.

Code 1950, § 6-115; 1966, c. 584, § 6.1-101; 2010, c. 794.

§ 6.2-916. Appointment of receiver.

When, in the judgment of the Commission, it is necessary for the protection of the interests of the Commonwealth or of the depositors and creditors of any bank doing business in 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 bank or trust company (i) failing to comply with the requirements of the Commission or (ii) 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.

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

§ 6.2-917. Execution of powers of sale by receivers.

A. When any receiver is appointed under the provisions of this article for any bank authorized to do a trust business or for any trust company, the receiver may be empowered by the court by which he is appointed:

1. To act for and on behalf of such bank or trust company in the execution of any power of sale conferred upon such bank or trust company by any instrument;

2. When such sale is made, to execute, acknowledge and deliver for and on behalf of such bank or trust company such deed as may be proper under the provisions of such instrument for the conveyance of title to the property conveyed therein; and

3. Upon payment of the amount secured under any such instrument, to execute, acknowledge, and deliver for and on behalf of such bank or trust company a proper release deed for the property conveyed therein.

B. Any such sale made by such receiver and any such deed or release executed by him, when so authorized and empowered, shall be as effective and as binding as if the same had been made or executed by such bank or trust company before the appointment of such receiver.

C. All sales that have been made by any such receivers within the Commonwealth, and all such deeds and release deeds that have been executed by any such receivers within the Commonwealth under the authority of the court by which they were appointed, since June 19, 1936, shall be as effective and as binding as if the same had been made by such bank or trust company before the appointment of such receiver.

Code 1950, § 6-117; 1966, c. 584, § 6.1-103; 2010, c. 794.

§ 6.2-918. Rights and powers of receivers generally.

Any receiver appointed under the provisions of this article shall be and become assignee of the assets and property of the bank or trust company of which he has been appointed receiver, with power to prosecute and defend, in the name of the bank or trust company or in his name as such receiver or otherwise, in the Commonwealth or elsewhere, all such suits as may be necessary to wind up the affairs and business of such bank or trust company, and to appoint such agents or attorneys for any such purpose as the court may approve.

Code 1950, § 6-118; 1966, c. 584, § 6.1-104; 2010, c. 794.

§ 6.2-919. Interest on deposits; distribution of surplus remaining after payment of depositors.

When an appropriate court, on a proper application therefor, shall appoint a receiver for any bank or trust company, the court may prescribe and direct, by order or decree entered of record, that the rate of interest to be paid by the receiver upon the claims of depositors of the bank or trust company shall not exceed the current or contracted rate of interest paid by the state bank or trust company on deposits. In addition, the court may fix the interest to be so paid at such lower rate as the court may deem proper under all the circumstances of the case. In such event, the court shall also direct that any surplus remaining after the payment in full of the depositors, together with the interest thereon as so prescribed and fixed, shall be distributed pro rata among the shareholders of the bank or trust company as of the date of the appointment of the receiver.

Code 1950, § 6-69; 1966, c. 584, § 6.1-105; 2010, c. 794.

§ 6.2-920. Proceedings to bar certain claims against banks in liquidation.

If, in a suit having as its object the administration or liquidation of the assets of an insolvent bank or trust company operating in the Commonwealth, the court orders the payment to creditors of dividends on, or other payments of, claims as therein ascertained and established, and (i) the receiver or other person charged with making the ordered payment to creditors is unable to make the payment by reason of his inability to ascertain the address of any creditor, the failure of any creditor to apply to such disbursing official for payment when so directed by the order of the court, or any other similar reason; or (ii) a trustee engaged in the voluntary liquidation of the assets of an insolvent bank or trust company operating in the Commonwealth, by petition to an appropriate court in the locality wherein the principal office of the insolvent bank or trust company is located, alleges and shows to the satisfaction of the court his inability to make payment to creditors for any of the reasons specified in clause (i), the court, in its discretion, may enter an order directing its receiver or other person charged with the duty of making such payment, or the trustee, to publish at least twice in a newspaper having a general circulation in the locality where the suit or petition is pending a list of creditors to whom dividends or payments are due and unpaid and the amount thereof. The publication shall include a notice that any creditor therein named who fails to apply to the disbursing official for payment of the amount due him within six months from the date of the last publication of such notice will be barred from his right thereafter to receive payment of amounts then due and from participation in any future dividends or payments that may thereafter be ordered.

Code 1950, § 6-58; 1966, c. 584, § 6.1-106; 2010, c. 794.

§ 6.2-921. When publication of list of creditors unnecessary.

If any bank or trust company under the circumstances set forth in clause (i) or (ii) of § 6.2-920 is in liquidation for a period of more than 10 years, and more than five years have elapsed since the date of the entry of the last court order directing the payment to creditors of dividends on or other payments of claims as therein ascertained and established, then it shall be unnecessary to publish a list of creditors to whom dividends or payments are due and unpaid and the amount thereof. In such event, it shall only be necessary to publish a notice stating (i) the total amount of dividends ordered paid and unclaimed; (ii) that a list of such creditors may be seen at the office of the receiver, liquidating agent, or other disbursing officer; and (iii) that any creditor who fails to apply to such disbursing official for payment of the amount due him within six months from the date of the last publication of such notice shall be barred from his right thereafter to receive payment of amounts then due and from participation in any future dividends or payments that may thereafter be ordered.

Code 1950, § 6-59; 1966, c. 584, § 6.1-107; 2010, c. 794.

§ 6.2-922. When publication once in two newspapers sufficient.

If there are two or more newspapers having general circulation in the locality where a suit or petition described in § 6.2-920 is pending, the court, in its discretion, in lieu of the publication provided for therein or in § 6.2-921, may direct that the list of creditors and the notice, be published once in at least two of the newspapers having general circulation in the locality.

Code 1950, § 6-60; 1966, c. 584, § 6.1-108; 2010, c. 794.

§ 6.2-923. When claims barred.

After the lapse of six months from the date of the last publication of the notice prescribed by § 6.2-920, 6.2-921, or 6.2-922, the court shall enter an order barring the claims of all creditors who have not theretofore applied for payment of their claims. Thereafter, (i) no creditor who failed to apply for payment within such period shall bring or maintain any action, suit, or proceeding and (ii) no process shall issue, for the enforcement of any claim to dividends or payments previously ordered paid to such creditor. In addition, no such creditor shall participate in future dividends or payments thereafter ordered in the suit or petition to be paid. The court in which any such suit or petition is pending may, in its discretion, before final distribution and for good cause shown, reinstate any claim barred pursuant to the foregoing provisions of this section.

Code 1950, § 6-61; 1966, c. 584, § 6.1-109; 2010, c. 794.

§ 6.2-924. Power of receivers to contract for loans and make investments.

A. Any court in the Commonwealth that has jurisdiction to appoint receivers, in its discretion, may authorize any receiver appointed by such court for any bank or trust company, pursuant to the provisions of this article:

1. To apply and contract for a loan from any corporation or agency that is (i) organized or provided for by, or pursuant to, federal law and (ii) authorized, among other purposes, to make loans upon the application of the receiver or liquidating agent of any bank that is closed, or in process of liquidation, secured by the assets of any such bank, and if such loan is for the purpose of aiding in the reorganization or liquidation of any such bank, secured by the payment of liquidating dividends from the proceeds thereof; and

2. To secure any loan described in subdivision 1 by the pledge, hypothecation or mortgage of any or all of the assets of the bank or trust company, or in such other manner as such court, in its discretion, may authorize.

B. Any such court, in its discretion, also may authorize any receiver so appointed by it to invest any funds in the hands of such receiver in bonds of the United States or of the Commonwealth.

Code 1950, § 6-81; 1966, c. 584, § 6.1-110; 2010, c. 794.

Article 14. Appointment of FDIC As Receiver.

§ 6.2-925. Definitions.

As used in this article, unless the context requires otherwise:

"Bank" means any bank or trust company organized under the laws of the Commonwealth.

"FDIC" or "Corporation" means the Federal Deposit Insurance Corporation. The term includes any successor to the Corporation or any other agency or instrumentality of the United States that undertakes to discharge the purposes of the Corporation.

"Receivership court" means the circuit court that appoints a receiver for a bank pursuant to this article.

1983, c. 507, § 6.1-110.1; 2010, c. 794.

§ 6.2-926. Appointment of FDIC as receiver.

In any case where the Commission has closed and taken possession of a bank, the deposits in which are insured by the FDIC, the Commission may apply to the Circuit Court of the City of Richmond for the appointment of the FDIC as receiver. The court, if it finds that the FDIC is willing to accept the appointment, shall appoint the FDIC as receiver. Upon acceptance of the court's appointment of the FDIC as receiver, the FDIC shall not be required to post bond.

1983, c. 507, § 6.1-110.2; 2010, c. 794; 2018, c. 257.

§ 6.2-927. Transfer of title to bank assets.

Upon the appointment of the FDIC as receiver, title to all assets of the bank shall vest in the FDIC without the execution of any instruments of conveyance, assignment, transfer, or endorsement.

1983, c. 507, § 6.1-110.3; 2010, c. 794.

§ 6.2-928. Posting of notice; effect of posting notice.

Immediately upon closing any bank with the intention of proceeding under the provisions of this article, the Commissioner shall post an appropriate notice of closing at the main entrance of the bank. Upon the posting of said notice, (i) no judgment lien, attachment lien, or voluntary lien shall thereafter attach to any asset of the bank and (ii) no director, officer, or agent of the bank thereafter shall have authority to act on behalf of the bank or to convey, transfer, assign, pledge, mortgage, or encumber any asset thereof.

1983, c. 507, § 6.1-110.4; 2010, c. 794.

§ 6.2-929. Powers of receiver.

The FDIC as receiver shall have the following powers:

1. To take possession of all books, records, and assets of the bank;

2. To collect all debts, claims, and judgments belonging to the bank, and to do such other acts as are necessary to preserve or liquidate its assets;

3. To execute in the name of the bank any instrument necessary or proper to effectuate its powers as receiver or perform its duties as such;

4. To initiate, pursue, and defend litigation involving any right, claim, interest, or liability of the bank;

5. To exercise any and all fiduciary functions of the bank as of the date of its appointment as receiver;

6. To borrow money as necessary in the liquidation of the bank, and to secure such borrowings by the pledge or mortgage of bank assets. The repayment of money borrowed under this subdivision and interest thereon shall be considered an expense of administration for purposes of § 6.2-933;

7. To abandon or convey title to any holder of a mortgage, security deed, security interest, or lien against property in which the bank has an interest, whenever the FDIC as receiver determines that to continue to claim such interest is burdensome and of no advantage to the bank, its depositors, creditors, or shareholders;

8. Subject to the approval of the receivership court, to (i) sell, lease, or exchange any and all real and personal property, (ii) compromise any debt, claim, or judgment due the bank, and (iii) discontinue any action or other proceeding pending therefor; and

9. Subject to the approval of the receivership court, to (i) pay off all mortgages, security deeds, security agreements, and liens upon any real or personal property belonging to the bank and (ii) purchase at judicial sale or sale authorized by court order any real or personal property in order to protect the bank's equity therein.

1983, c. 507, § 6.1-110.5; 2010, c. 794.

§ 6.2-930. Emergency sale of assets.

The FDIC as receiver, with ex parte approval of the receivership court, may sell all or any part of the closed bank's assets. All or any part of such assets may be sold to the Federal Deposit Insurance Corporation in its capacity as a corporation. The FDIC as receiver may also borrow from the FDIC, in its corporate capacity, any amount necessary to facilitate the assumption of deposit liabilities by an existing bank or a newly chartered bank, and may assign any part or all of the assets of the closed bank as security for such loan.

1983, c. 507, § 6.1-110.6; 2010, c. 794.

§ 6.2-931. Notice and proof of claim; notice of rejection of claim; petition for hearing.

All parties having claims against the closed bank shall present their claims, substantiated by legal proof, to the FDIC as receiver within 180 days after the closing of the bank. The FDIC as receiver shall cause notice of the claims procedure prescribed by this section to be published once a week for 12 consecutive weeks in a newspaper of general circulation in one or more localities as the receivership court may direct, and shall mail such notice to the last address of record of each person whose name appears as a creditor upon books of the bank. The receiver shall notify in writing any claimant whose claim has been rejected within 180 days following receipt of the claim. Any claimant whose claim has been rejected by the receiver may petition the receivership court for a hearing on his claim within 60 days of the date of notice his claim is rejected. Notice shall be deemed given when mailed.

1983, c. 507, § 6.1-110.7; 2010, c. 794.

§ 6.2-932. Payment of claims filed after prescribed period.

Any claim filed after the 180-day claim period prescribed by § 6.2-931, and subsequently accepted by the FDIC as receiver or allowed by the receivership court, shall be entitled to share in the distribution of assets only to the extent of the undistributed assets in the hands of the FDIC as receiver on the date such claim is accepted or allowed.

1983, c. 507, § 6.1-110.8; 2010, c. 794.

§ 6.2-933. Distribution of assets.

A. All claims against the bank's estate, proved to the satisfaction of the FDIC as receiver or approved by the receivership court, shall be paid in the following order:

1. Administration expenses of the liquidation;

2. Claims given priority under other provisions of state or federal law;

3. Deposit obligations;

4. Other general liabilities;

5. Debt subordinated to the claims of depositors and general creditors; and

6. Equity capital securities.

B. No interest on any claim shall be paid until all claims within the same class have received the full principal amount of claim.

1983, c. 507, § 6.1-110.9; 2010, c. 794.

§ 6.2-934. Receivership procedures involving assets held by closed bank as fiduciary.

The FDIC as receiver, with the approval of the receivership court, has the authority to appoint a successor to all rights, obligations, assets, deposits, agreements, and trusts held by the closed bank as trustee, administrator, executor, guardian, agent, or in any other fiduciary or representative capacity. The successor's duties and obligations commence upon appointment and are to the same extent binding upon the former bank as though the successor had originally assumed such duties and obligations. Specifically, the successor shall succeed to and be entitled to administer all trusteeships, administrations, executorships, guardianships, agencies, and all other fiduciary or representative proceedings to which the closed bank is named or appointed in wills, whenever probated, or to which it is appointed by any other instrument, court order, or by operation of law. Nothing in this section shall be construed to impair any right of the grantor or beneficiary of trust assets to secure the appointment of a substitute trustee or manager. Within 30 days after appointment, the successor shall (i) give written notice, insofar as practicable, to all interested parties named in the books and records of the bank or in trust documents held by it that such successor has been appointed in accordance with state law and (ii) cause the fact of its appointment to be recorded in appropriate courts of record.

1983, c. 507, § 6.1-110.10; 2010, c. 794.

§ 6.2-935. Termination of executory contracts and leases; liability; extension of statute of limitations.

Within 180 days of the date of the closing of the bank, the FDIC as receiver at its election may reject (i) any executory contract to which the closed bank is party without further liability to the closed bank or the receiver or (ii) any obligation of the bank as a lessee of real or personal property. The receiver's election to reject a lease creates no claim (a) for rent other than rent accrued to the date of termination or (b) for actual damages, if any, for such termination, not to exceed the equivalent of six months' payment. Notwithstanding any other law of the Commonwealth, the statute of limitations shall be extended for a period of six months on all causes of action which may accrue to the FDIC as receiver.

1983, c. 507, § 6.1-110.11; 2010, c. 794.

§ 6.2-936. Subrogation to rights of bank depositors.

Whenever the FDIC pays, or makes available for payment, the insured deposit liabilities of a closed bank, the FDIC, whether or not it acts as receiver, shall be subrogated to all rights of depositors against the closed bank to the same extent as subrogation is provided for by the Federal Deposit Insurance Act (12 U.S.C. § 1811 et seq.) in the case of a national bank.

1983, c. 507, § 6.1-110.12; 2010, c. 794.

§ 6.2-937. Destruction of records.

Subject to the approval of the receivership court, the closed bank's records may be destroyed after the FDIC, as receiver, determines that there is no further need for them.

1983, c. 507, § 6.1-110.13; 2010, c. 794.

Article 15. Banking Offenses.

§ 6.2-938. Engaging in banking business without authority; Commission may examine accounts of suspected person; penalty.

A. Every person who trades or deals as a bank, or carries on banking, 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 banking 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.

§ 6.2-939. Unlawful use of terms indicating that business is bank; penalty.

A. A person not authorized to engage in the banking 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 bank; (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 bank; or (iii) use the word "bank," "banking," "banker," or "trust," or the equivalent thereof in any foreign language, or the plural thereof in connection with any business other than a banking business.

B. The foregoing prohibitions shall not apply to use by a bank holding company, as defined in § 6.2-800, of the word "bank," "banks," "banking," "banker," "trust," or the equivalent thereof in its name, or of a name similar to that of a subsidiary bank of such bank 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 bank, and is not carrying on a banking 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.

§ 6.2-940. Making derogatory statements affecting banks; 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 bank 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.

§ 6.2-941. Use of bank name, logo, or symbol for marketing purposes; penalty.

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

B. Except as provided in subsection C, no person shall use the name, logo, or symbol, or any combination thereof, of a bank 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 bank or that the bank is responsible for the marketing material or solicitation.

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

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 bank.

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

§ 6.2-942. False certification of checks; penalty.

Any officer, employee, agent, or director of a bank who (i) certifies a check drawn on such bank and willfully fails forthwith to charge the amount thereof against the account of the drawer thereof or (ii) willfully certifies a check drawn on such bank when the drawer of such check does not have on deposit with the bank the amount of money subject to the payment of such check, is guilty of a Class 1 misdemeanor.

Code 1950, § 6-136; 1966, c. 584, § 6.1-120; 2010, c. 794.

§ 6.2-943. Offenses by officer, director, agent, or employee of bank; penalties.

A. Any officer, director, agent, or employee of any bank who embezzles, abstracts, or willfully misapplies any of the moneys, funds, or credits of, or in the possession or control of, the bank 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 bank 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 bank, with intent in any case to injure or defraud the bank or any other individual or entity, or to deceive any officer of the bank or the Commission, or any agent or examiner authorized to examine the affairs of the bank, and any person, who, with the same intent, aids or abets any such officer, director, agent, or employee of such bank in any act described in clauses (i) through (v), is guilty of a Class 5 felony.

C. Any officer of a bank who knowingly makes a false statement of the condition of any bank 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.

§ 6.2-944. Officers, directors, agents, and employees violating or causing bank to violate laws; civil liability not affected.

Any officer, director, agent, or employee of any bank who knowingly violates or who knowingly causes any bank 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.

§ 6.2-945. Receiving deposit knowing bank to be insolvent; penalty.

A. Any officer, director. or employee of any bank, or broker, who takes and receives, or permits to be received, a deposit from any person with the actual knowledge that the bank or broker is at the time insolvent, is guilty of embezzlement. Notwithstanding the provisions of § 18.2-111, an individual convicted of embezzlement pursuant to this section shall be fined double the amount so received and be subject to a term of imprisonment of not less than one nor more than three years, in the discretion of the jury, for each offense.

B. On the trial of any indictment under this section, it shall be the duty of the bank or broker, and its agent or officers, to produce in court, on demand of the attorney for the Commonwealth, all books and papers of the bank or broker, to be read as evidence on the trial of such indictment. In determining the question of the solvency of any bank, the capital stock thereof shall not be considered as a liability due by it.

Code 1950, § 6-3; 1966, c. 584, § 6.1-124; 2010, c. 794.

§ 6.2-946. 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 bank, 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 bank 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.

Article 16. Voluntary Regulatory Self-Assessments.

§ 6.2-947. Definitions.

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

"Bank" has the same meaning ascribed to the term in § 6.2-800 and includes any bank holding company, affiliates, and subsidiaries of a bank.

"Bank regulator" means any state, federal, or municipal governmental agency, bureau, commission, office, or other governmental entity charged with the regulation or supervision of a bank or the regulation or supervision of any activity in which a bank may be engaged. "Bank regulator" includes the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the Federal Trade Commission, and the Bureau.

"Self-assessment" means (i) a bank's voluntary, self-initiated internal assessment, audit, or review of the bank and its practices, policies, and procedures or (ii) a bank's voluntary, self-initiated assessment, audit, or review of the practices, policies, and procedures of a person acting under contract, directly or indirectly, as the bank's service provider, including mortgage servicers and sub-servicers, credit and debit card processors, and providers of loan document systems.

"Self-assessment report" means any document, including any audit, report, finding, communication, or opinion or any draft of an audit, report, finding, communication, or opinion, prepared by internal personnel or by outside attorneys, accountants, or consultants as a part of or in connection with a self-assessment that is made in good faith.

2013, cc. 32, 148.

§ 6.2-948. Privilege for self-assessment reports.

Except as otherwise provided in this article:

1. A self-assessment report and any portion or contents thereof are privileged and are not admissible or subject to discovery in any civil or administrative litigation, action, proceeding, or investigation;

2. The self-assessment privilege shall be applicable regardless of whether a bank regulator or any other governmental authority in possession of a self-assessment report or any portion or contents thereof subsequently discloses it or any portion or contents thereof to a third party (i) in accordance with subsection B of § 6.2-101 or (ii) as required or permitted by any other state or federal law; and

3. Notwithstanding any state or federal law, a bank regulator or any other governmental authority in possession of a self-assessment report or any portion or contents thereof shall not disclose the report or any portion or contents thereof to a person in response to a request made pursuant to the Virginia Freedom of Information Act (§ 2.2-3700 et seq.) or any similar federal or state public records law.

2013, cc. 32, 148.

§ 6.2-949. Exceptions from self-evaluation privilege.

The self-assessment privilege established by § 6.2-948 shall not apply:

1. If a bank expressly waives the protections of the self-assessment privilege established by § 6.2-948;

2. If a bank discloses a self-assessment report to any third party, provided that disclosure of a self-assessment report to a third party shall not void or waive the self-assessment privilege with respect to such self-assessment report if such third party (i) is a bank regulator, (ii) is subject to an agreement or obligation to preserve the confidentiality of the self-assessment report, which agreement or obligation to preserve confidentiality need not be in writing and may be evidenced by an indication of confidentiality on the face of any such self-assessment report, a verbal agreement regarding its confidentiality, an employment relationship, a principal-agent relationship, a fiduciary relationship, or an attorney-client relationship, or (iii) receives the self-assessment report from a person described in clause (i) or (ii);

3. If a court or hearing officer, after an in camera review, determines that (i) the privilege is being asserted for a fraudulent purpose, (ii) the self-assessment report was prepared to avoid disclosure of information in an investigative, administrative, or judicial proceeding that was underway at the time of its preparation or for which the bank had been provided written notification that an investigation into a specific violation had been initiated, or (iii) the self-assessment report addresses a matter reasonably expected to have an imminent and substantial harm to bank customers or consumers and the bank has not previously taken reasonable actions to correct the matter; or

4. To any self-assessment report requested by a bank regulator, provided that disclosure of a self-assessment report to a bank regulator shall not void or waive the self-assessment privilege with respect to such self-assessment report, and provided further that disclosure of a self-assessment report by a bank regulator to any third party shall not void or waive the self-assessment privilege with respect to such self-assessment report.

2013, cc. 32, 148.

§ 6.2-950. Effect on other privileges.

Nothing in this article limits, waives, or abrogates the scope or nature of any statutory or common law privilege.

2013, cc. 32, 148.

Article 17. Benefits Consortium.

§ 6.2-951. Definitions.

As used in this article:

"Benefits consortium" means a trust that complies with the conditions set forth in § 6.2-952.

"ERISA" means the federal Employee Retirement Income Security Act of 1974 (P.L. 93-406, 88 Stat. 829), as amended.

"Sponsoring association" means an association (i) the members of which are banks and employers that provide products and services to banks, (ii) that is incorporated under the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.), (iii) that operates as a nonprofit entity under § 501(c)(6) of the Internal Revenue Code of 1986, (iv) that has been in existence for at least 20 years, and (v) that exists for purposes other than arranging for or providing health and welfare benefits to members. "Sponsoring association" includes any wholly owned subsidiary of a sponsoring association.

2014, cc. 220, 296.

§ 6.2-952. Conditions for a benefits consortium.

A trust shall constitute a benefits consortium when all of the following conditions exist:

1. The trust is subject to (i) ERISA and U.S. Department of Labor regulations applicable to multiple employer welfare arrangements and (ii) the authority of the U.S. Department of Labor to enforce such law and regulations;

2. A Form M-1, Report for Multiple Employer Welfare Arrangements (MEWAs), for the applicable plan year shall be filed with the U.S. Department of Labor identifying the arrangement among the trust, sponsoring association, and benefit plans offered through the trust as a multiple employer welfare arrangement;

3. The trust operates as a nonprofit voluntary employee beneficiary association within the meaning of § 501(c)(9) of the Internal Revenue Code of 1986;

4. The trust's organizational documents:

a. Provide that the trust is sponsored by the sponsoring association;

b. State that its purpose is to provide medical, prescription drug, dental, and vision benefits to employees of the sponsoring association and its members and the dependents of those employees through benefits plans;

c. Provide that the funds of the trust are to be used for the benefit of the participating employees, and their dependents, through insurance, self-insurance, or a combination thereof as determined by the trustee and for defraying reasonable expenses of administering and operating the trust and the benefits plans offered through the trust;

d. Limit participation in the benefits plans offered through the trust to employers that are the sponsoring association, members of the sponsoring association, and their affiliates;

e. Limit the benefits plans offered through the trust to benefits plans sponsored by the sponsoring association;

f. Grant the sponsoring association the power to appoint the trustee of the trust;

g. Provide the trustee with powers for the control and management of the trust; and

h. Require the trustee to discharge its duties with respect to the trust in accordance with the fiduciary duties defined in ERISA;

5. Five or more employers participate in the benefits plans offered through the trust;

6. The trust establishes and maintains reserves determined in accordance with sound actuarial principles;

7. The trust has purchased and maintains policies of specific, aggregate, and terminal excess insurance with retention levels determined in accordance with sound actuarial principles from insurers licensed to transact the business of insurance in the Commonwealth;

8. The trust has secured one or more guarantees or standby letters of credit guaranteeing the payment of claims under the benefits plans offered through the trust in an aggregate amount not less than (i) the trust's annual aggregate excess insurance retention level, minus (ii) the annual premium assessments for the benefits plans offered through the trust, minus (iii) the trust's net assets, which net assets amount shall be net of the trust's reasonable estimate of incurred but not reported claims; and such guarantees or letters of credit have been issued by (a) banks participating in the benefits plans offered through the trust or (b) qualified United States financial institutions as such term is used in subdivision 2 c of § 38.2-1316.4;

9. The trust has purchased and maintains commercially reasonable fiduciary liability insurance;

10. The trust has purchased and maintains a bond that satisfies the requirements of ERISA;

11. The trust is audited annually by an independent certified public accountant;

12. The trust does not include in its name the words "insurance," "insurer," "underwriter," "mutual," or any other word or term or combination of words or terms that is uniquely descriptive of an insurance company or insurance business unless the context of the remaining words or terms clearly indicates that the entity is not an insurance company and is not carrying on the business of insurance; and

13. The trust does not pay commissions or other remuneration to any person that is conditioned upon the enrollment of persons in any benefits plan offered by the trust.

2014, cc. 220, 296.

§ 6.2-953. Benefits consortium and sponsoring association not subject to regulation or taxation as an insurance company.

A. A benefits consortium shall not be subject to:

1. The provisions of Title 38.2 and regulations adopted thereunder, including those provisions and regulations otherwise applicable to multiple employer welfare arrangements; or

2. The tax levied on insurance companies pursuant to § 58.1-2501.

B. The sponsoring association of a benefits consortium or any of its subsidiaries shall not, by virtue of its sponsorship of the benefits consortium or the benefits plans offered through the benefits consortium, be subject to any provisions or regulations described in subdivision A 1 or any tax described in subdivision A 2.

2014, cc. 220, 296.