Virginia Law

Article 7. Interstate Bank Mergers.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.