USA Statutes : nevada
Title : Title 55 - BANKS AND RELATED ORGANIZATIONS
Chapter : CHAPTER 666 - MAJOR ORGANIZATIONAL CHANGES; BANK HOLDING COMPANIES; INTERSTATE BANKING
As used in this chapter, the words and
terms defined in NRS 666.002 to 666.008
, inclusive, have the meanings ascribed
to them in those sections.
(Added to NRS by 1985, 2149; A 1985, 2160; 1995, 1558)—(Substituted
in revision for NRS 666.225)
“Acquire” means:
1. Acquire control;
2. Acquire all or substantially all assets;
3. Assume all liabilities for deposits; or
4. Establish a new institution.
(Added to NRS by 1985, 2149; A 1985, 2160)—(Substituted in revision
for NRS 666.235)
“Control” means the power,
directly or indirectly, to:
1. Direct or exercise a controlling influence over the management
or policies of a depository institution or the election of a majority of
the directors or trustees of an institution; or
2. Vote:
(a) Twenty percent or more of any class of voting securities of a
depository institution if exercised by a natural person; or
(b) More than 10 percent of any class of voting securities of a
depository institution if exercised by a person other than a natural
person.
(Added to NRS by 1985, 2149; A 1997, 996)
“De novo branch” means a
branch of a depository institution which:
1. Is newly established by the depository institution as a branch;
and
2. Does not become a branch of the depository institution as a
result of:
(a) The acquisition by the depository institution of an insured
depository institution or a branch of an insured depository institution;
or
(b) The conversion, merger or consolidation of any such institution
or branch.
(Added to NRS by 1995, 1553)
“Holding company” means a
company:
1. Which directly or indirectly owns or controls 25 percent or
more of the voting stock of a depository institution;
2. Which controls the election of a majority of the directors of a
depository institution; or
3. For the benefit of whose stockholders 25 percent or more of the
voting stock of a depository institution is held by one or more trustees.
(Added to NRS by 1995, 1553)
“Home state” means:
1. For a state chartered depository institution, the state that
charters the institution;
2. For a federally chartered institution, the state where the
institution’s main office is located; and
3. For a holding company, the state in which the total deposits of
all of its subsidiaries are the largest.
(Added to NRS by 1995, 1553)
“Host state” means:
1. For a depository institution, a state, other than the
institution’s home state, where the institution maintains or seeks to
establish a branch; and
2. For a holding company, a state, other than the holding
company’s home state, where the holding company controls or seeks to
control a depository institution as a subsidiary.
(Added to NRS by 1995, 1553)
“Out-of-state” when used to
modify the term “bank,” “depository institution” or “holding company”
signifies that its home state is not Nevada.
(Added to NRS by 1995, 1553)
MAJOR ORGANIZATIONAL CHANGES; TRANSFER OF ASSETS AND LIABILITIES
1. With the approval of the Commissioner, a Nevada depository
institution may merge or consolidate with, or transfer its assets and
liabilities to, another Nevada depository institution, an out-of-state
depository institution or an out-of-state holding company.
2. An application filed with the Commissioner for approval of the
merger, consolidation or transfer must be on a form prescribed by the
Commissioner and must include:
(a) A nonrefundable fee of not more than $6,000 for the
application. The depository institution must also pay such additional
expenses incurred in the process of investigation as the Commissioner
deems necessary. All money received by the Commissioner pursuant to this
section must be placed in the Investigative Account created by NRS
232.545 .
(b) Certified copies of the resolutions adopted by the directors
and stockholders or the managers and members of the depository
institution or the stockholders of the holding company regarding the
merger, consolidation or transfer. The minutes of the proceedings
conducted by the stockholders or members of each depository institution
or the stockholders of each holding company and the resolutions adopted
by them, if any, must set forth that holders of at least a majority of
the stock or members’ interests voted in the affirmative on the
proposition of merger, consolidation or transfer. The resolutions must
also contain or have attached thereto a complete copy of the plan of
merger.
(c) Information which the Commissioner requires to make the
findings specified in subsection 7.
3. When a completed application has been filed, the Commissioner
shall conduct an investigation of each depository institution to
determine:
(a) Whether the interests of the depositors, creditors and
stockholders or members of each depository institution are protected.
(b) That the merger, consolidation or transfer is in the public
interest.
(c) That the merger, consolidation or transfer is made for
legitimate purposes.
(d) Whether each depository institution has a good record of
compliance with the Community Reinvestment Act of 1977, 12 U.S.C. §§ 2901
to 2905, inclusive.
4. The Commissioner’s approval or rejection of the merger,
consolidation or transfer must be based upon his investigation. The
expense of the investigation must be paid by the depository institutions.
5. Notice of the merger, consolidation or transfer must be
published once each week for 4 consecutive weeks, before or after the
merger, consolidation or transfer is effective at the discretion of the
Commissioner, in a newspaper published in a city, town or county in which
each of the depository institutions is located, and a certified copy of
the notice must be filed with the Commissioner.
6. The Commissioner shall issue his written decision within 60
days after receiving a completed application. The Commissioner may
approve the application subject to any terms and conditions which he
considers necessary to protect the public interest.
7. The Commissioner shall disapprove an application if he finds
that:
(a) The proposed transaction would be detrimental to the safety and
soundness of the applicant, to any institution which is a party to the
transaction or to a subsidiary or affiliate of any such institution;
(b) The applicant or its executive officers, directors, managers,
principal stockholders or members have not established a record of sound
performance, efficient management, financial responsibility and integrity
so that it would be against the interest of the depositors, other
customers, creditors, stockholders or members of an institution, or the
general public to authorize the proposed transaction;
(c) The financial condition of the applicant or any other
institution which is a participant in the proposed transactions might
jeopardize the financial stability of the applicant or other institution,
or prejudice the interests of depositors or other customers of the
applicant or other institutions;
(d) The consummation of the proposed transaction will tend to
lessen competition substantially, unless the Commissioner finds that the
anticompetitive effects of the proposed transaction are clearly
outweighed by the benefit of accommodating the convenience and needs of
the relevant market to be served; or
(e) The applicant has not established a record of meeting the needs
for credit of the communities which it or its subsidiary depository
institution serves.
8. If a merger, consolidation or transfer is approved pursuant to
this section, the property and liabilities of the constituent depository
institutions must be treated in the manner prescribed in NRS 92A.250
.
9. A Nevada depository institution authorized pursuant to this
section to merge or consolidate with, or transfer its assets and
liabilities to, an out-of-state depository institution or an out-of-state
holding company shall comply with the laws of all states in which it is
authorized to operate.
10. The Commissioner shall adopt regulations establishing the
amount of the application fee required pursuant to this section.
(Added to NRS by 1971, 998; A 1983, 1750; 1987, 1925; 1995, 491,
1556; 1997, 996; 2005, 1845 )
1. A Nevada depository institution or its holding company that
acquires an out-of-state depository institution, a Nevada depository
institution that is the resulting depository institution after merging
with an out-of-state depository institution, or a Nevada depository
institution that otherwise establishes or acquires a branch outside of
this state, may, in accordance with applicable state and federal law:
(a) Continue to operate the out-of-state depository institution or
branch;
(b) Convert any existing main office or branch outside of this
state into a branch of the Nevada depository institution;
(c) Establish or acquire additional branches of the Nevada
depository institution in any state where the out-of-state institution
could have done so if it had not been acquired or merged;
(d) Continue or establish its principal office or principal place
of business outside this state notwithstanding the provisions of NRS
660.015 and 662.245 ; and
(e) Subject to the approval of the Commissioner, exercise any power
and engage in any activity outside of this state to the same extent as
the out-of-state depository institution could have if it had not been
acquired or merged, even if the Nevada depository institution is not
authorized to exercise those powers or engage in those activities in this
state.
2. The Commissioner shall not approve the exercise of any power or
the engagement in any activity pursuant to paragraph (d) or (e) of
subsection 1 if the Commissioner determines that the exercise of that
power or the engagement in that activity would be inconsistent with safe
and sound banking practices.
3. Except as otherwise provided in paragraph (d) of subsection 1,
a branch outside this state of a Nevada depository institution shall
comply with, and have all rights and powers prescribed in, the laws of
this state relating to depository institutions.
4. This section does not affect the authority of the Commissioner
to examine, supervise and regulate a Nevada depository institution
operating or seeking to operate a branch outside this state.
(Added to NRS by 1997, 995)
1. When an agreement of consolidation is made and a certified copy
thereof is filed with the Secretary of State, together with a certified
copy of the approval of the Commissioner of the consolidation, the banks
which are parties to the consolidation become one bank, possessed of the
rights, privileges, powers and franchises of the several banks, but
subject to all the provisions of law under which it is created.
2. The directors and other officers named in the agreement of
consolidation shall serve until the first annual meeting for election of
officers and directors, the date for which must be named in the agreement.
3. On filing such agreement, the property and rights of every kind
of the several banks are thereby transferred and vested in such new bank,
and are as fully its property as they were of the banks which were
parties to the agreement.
(Added to NRS by 1971, 999; A 1983, 1751; 1987, 1927)
1. A state bank may, with the approval of the Commissioner,
consolidate, convert into or merge with a national bank upon the vote of
the holders of not less than two-thirds of each class of voting stock of,
or of the members’ interests in, the state bank.
2. The Commissioner shall not approve any consolidation,
conversion or merger under this section which would:
(a) Result in a monopoly or which would further any attempt to
monopolize the business of banking in this state; or
(b) Substantially lessen competition or be in restraint of trade,
unless the Commissioner finds that the anticompetitive effects of the
proposed transaction are clearly outweighed by the probable success of
the transaction in meeting the needs of the community to be served.
Ê In every case, the Commissioner shall consider the financial and
managerial resources and the future prospects of the company or companies
and the banks concerned, and the convenience and the needs of the
community to be served.
3. Except as otherwise provided in subsection 5, the rights and
liabilities of a state bank which consolidates, converts into or merges
with a national bank, and the rights and liabilities of the stockholders
or members of the state bank, are the same as the rights and liabilities
prescribed by the law of the United States for national banks and their
stockholders or members at the time of the consolidation, conversion or
merger.
4. Upon consolidation, conversion or merger, the resulting
national bank becomes the same business as each consolidating, converting
or merging bank, with all the property rights, power and duties of each
consolidating, converting or merging bank, except as affected by the law
of the United States and by the charter and bylaws of the resulting bank.
Any reference to a consolidating, converting or merging bank in any
writing, whether executed or which takes effect before or after the
consolidation, conversion or merger, is applicable to the resulting bank
if not inconsistent with the other provisions of that writing.
5. The holders of shares of the stock of, or members’ interests
in, a state bank which were voted against a consolidation or merger into
a national bank are entitled to receive their value in cash, if and when
the consolidation or merger becomes effective, upon written demand made
to the resulting national bank at any time within 30 days after the
effective date of the consolidation or merger, accompanied by the
surrender of any stock certificate or certificates. The value of the
shares or interests must be determined, as of the date of the meeting of
the stockholders or members approving the consolidation or merger, by
three appraisers to be selected as follows:
(a) One by the owners of two-thirds of the dissenting shares or
interests involved;
(b) One by the board of directors of the resulting national bank;
and
(c) One by the appraisers chosen pursuant to paragraphs (a) and (b).
Ê The valuation agreed upon by any two appraisers governs. If the
appraisal is not completed within 90 days after the consolidation or
merger becomes effective, the Comptroller of the Currency shall cause an
appraisal to be made.
6. The amount fixed as the value of the shares of stock of, or
members’ interests in, the consolidating or merging bank at the time of
the meeting of the stockholders or members approving the consolidation or
merger, and the amount fixed by the appraisal as provided by subsection
5, where the fixed value is not accepted, constitute a debt of the
resulting national bank.
7. Upon the completion of the consolidation, conversion or merger,
the license to operate as a state bank automatically terminates.
(Added to NRS by 1971, 999; A 1981, 1430; 1983, 1751; 1987, 587,
1927; 1995, 492; 1997, 998)
1. Any national bank doing business in this state may, with the
approval of the Commissioner, merge or consolidate with a state bank or
incorporate as a state bank as provided in this title for the
organization of banks.
2. The Commissioner shall, when approving or rejecting the
proposed merger or consolidation, base his decision on the considerations
provided in NRS 666.035 .
3. The Commissioner may accept good assets of the national bank,
at their actual cash value, in lieu of cash payments for the stock of the
state bank.
(Added to NRS by 1971, 1000; A 1981, 1431; 1983, 1752; 1987, 1928)
When any bank organized under the
laws of this state or Acts of Congress, and doing business in this state,
consolidates or merges with or sells to and transfers its assets and
liabilities to any other bank doing business in this state, as provided
by the laws of this state or Acts of Congress, all the then existing
fiduciary rights, powers, duties and liabilities of such consolidating,
merging or transferring bank or banks shall, upon the effective date of
such consolidation, merger or sale and transfer, vest in and thereafter
be performed by the transferee bank or the consolidated or merged bank.
(Added to NRS by 1971, 1000)
BANK HOLDING COMPANIES
As used in NRS 666.065 to 666.215 ,
inclusive, unless the context otherwise requires:
1. To “acquire” a bank means to obtain control of an existing bank
or to establish a new bank.
2. “Business trust” means an organization in which a business or
property is conveyed to trustees who manage the business or property for
the benefit of the holders of the beneficial interest in the trust. The
term does not include a voting trust.
3. “Company” means any corporation, business trust, association or
similar entity, but does not include:
(a) A natural person; or
(b) A corporation of which a majority of the stock is owned by the
United States or any state.
(Added to NRS by 1983, 928; A 1983, 1838; 1984, 3; 1995, 493, 1558)
The provisions of NRS 666.065 to 666.215 ,
inclusive, do not apply to a bank holding company which:
1. Owns only national banks within this state until the holding
company acquires or applies for approval to acquire a bank licensed by
the Commissioner.
2. Does not control a bank which is located in Nevada but does
control a bank in another state until the holding company acquires or
applies for approval to acquire any bank located in Nevada.
(Added to NRS by 1984, 1; A 1987, 1928)
1. There is a rebuttable presumption that a company which directly
or indirectly owns, controls or has the power to vote less than 10
percent of the voting stock of, or members’ interests in, a bank does not
control the bank.
2. An estate, trust, guardianship or conservatorship is not by
virtue of its ownership or control of stock of, or members’ interests in,
a bank, a bank holding company unless it is:
(a) A business trust; or
(b) A voting trust which by its terms or by law does not expire
within 10 years after the date of its establishment.
3. A company is not a bank holding company by virtue of its
ownership or control of stock or a member’s interest which:
(a) Was acquired in the ordinary course of securing or collecting a
debt which the company previously contracted in good faith; and
(b) Is held only as long as is necessary to sell the stock on a
reasonable basis.
(Added to NRS by 1983, 929; A 1983, 1838; 1984, 3; 1995, 494; 1997,
999)
1. The Commissioner may adopt such regulations as may be necessary
to carry out the provisions of NRS 666.065 to 666.215 ,
inclusive.
2. The Commissioner may require bank holding companies to submit
reports under oath to determine whether they have complied with the
provisions of NRS 666.065 to 666.215
, inclusive, and any regulations adopted
pursuant to this section.
(Added to NRS by 1983, 929; A 1983, 1839; 1987, 1928)
Each bank holding company doing business in this state,
directly or through a subsidiary bank, shall file an annual registration
report with the Commissioner within 120 days after the end of its fiscal
year. The report must contain:
1. A full statement of the general financial condition of the
company; and
2. A description of the operation, management and intercompany
relationships of the company.
(Added to NRS by 1981, 1429; A 1983, 932, 1747; 1987, 1929)
1. Each year the Commissioner shall make a thorough examination of
and into the affairs of every bank holding company and every banking
subsidiary thereof doing business in this state or accept a report of an
examination made by the Comptroller of the Currency, the Federal Deposit
Insurance Corporation or the Board of Governors of the Federal Reserve
System.
2. The Commissioner may make additional examinations of any bank
holding company and its subsidiaries.
3. The expense of any examination made by the Commissioner must be
borne by the bank holding company being examined.
(Added to NRS by 1981, 1430; A 1983, 932, 1745; 1987, 1929)
1. Except as otherwise provided in subsection 4, a person who
desires to form a bank holding company after July 1, 1983, must be
approved by the Commissioner before forming the company. A bank holding
company may not be organized as a limited-liability company.
2. The application for approval must include such information with
respect to the financial condition, operations, management and
intercompany relationships of the applicant and related matters, as the
Commissioner may deem necessary or appropriate.
3. The Commissioner shall approve the application if he determines
that the applicant or its officers, directors and stockholders are of
such character and fitness that any bank acquired by the applicant will
be operated in a safe, prudent and profitable manner.
4. The Commissioner may accept copies of federal registration in
lieu of requiring an application for approval of a bank holding company.
(Added to NRS by 1983, 929; A 1983, 1839; 1987, 1929; 1995, 494)
1. A bank holding company must receive the approval of the
Commissioner before acquiring a bank.
2. The application for approval must include such information with
respect to the financial condition, operations, management and
intercompany relationships of the bank which is to be acquired and the
bank holding company as the Commissioner may deem necessary or
appropriate.
3. In considering the application for approval, the Commissioner
shall consider:
(a) The financial condition of the bank holding company and any
banks owned by it;
(b) The probable effect of the acquisition on:
(1) The bank holding company;
(2) Any banks owned by the bank holding company; and
(3) The bank which is to be acquired; and
(c) The effect of the acquisition upon competition in banking.
(Added to NRS by 1983, 930; A 1983, 1840; 1987, 1929)
1. Any transfer of stock or trust certificates of a bank holding
company by sale, gift or otherwise, which will result in giving the
person who receives the shares voting control of the bank holding company
must be approved by the Commissioner before the transfer.
2. The Commissioner shall not approve a transfer if he determines
that the person who will gain control has been removed from a position as
a director, officer or employee of a bank holding company, bank or other
financial institution pursuant to an order of a state or federal agency.
3. The Commissioner may disapprove the transfer if in his opinion
the person who will gain control does not meet the requirements for an
officer, director or stockholder set forth in subsection 3 of NRS 666.115
.
(Added to NRS by 1983, 930; A 1983, 1840; 1987, 1931)
1. If the Commissioner determines that a director, officer or
employee of a bank holding company has been negligent, dishonest,
reckless or incompetent in connection with his duties, the Commissioner
may issue a written order requiring the person to be removed from his
position.
2. The person affected by the order of the Commissioner may
petition the district court for the judicial district in which the bank
holding company is located to set aside the order. The court may affirm,
modify or set aside the order.
3. If a director, officer or employee is not removed in accordance
with an order of the Commissioner and the Commissioner has reasonable
cause to believe that the continued participation of the person in the
affairs of the bank holding company will place it in an unsafe or unsound
condition, the Commissioner may apply to the district court for the
judicial district in which the bank holding company is located for a
temporary restraining order and an injunction prohibiting the person from
participating in the affairs of the bank holding company.
(Added to NRS by 1983, 930; A 1983, 1840; 1987, 1931)
If the board of directors of a bank holding
company neglects or refuses to remove a person pursuant to an order of
the Commissioner and the company subsequently incurs losses because of
that person’s activities, the written order of the Commissioner is
conclusive evidence, in any action against the directors or a director
for recovery of those losses, of the negligence of the directors in
failing to act upon the order.
(Added to NRS by 1983, 930; A 1983, 1841; 1987, 1932)
1. If the Commissioner has reasonable cause to believe that a bank
holding company:
(a) Is engaging, has engaged or is about to engage in any unsafe or
unsound practice in connection with the bank holding company or a bank
which it owns or controls; or
(b) Is violating, has violated or is about to violate a law,
regulation or condition imposed in a written agreement between the
Commissioner and the bank holding company,
Ê the Commissioner may issue and serve upon the company a notice of the
charges against the company.
2. A notice issued pursuant to subsection 1 must contain a
statement of the facts which constitute the violation or unsafe or
unsound practice and must set a time and place for a hearing to determine
whether the Commissioner should issue an order to cease and desist from
the activity. The hearing must be held not less than 20 nor more than 60
days after service of the notice unless an earlier or later date is set
by the Director of the Department of Business and Industry at the request
of the bank holding company.
(Added to NRS by 1983, 931; A 1983, 1841; 1987, 1932; 1993, 1895)
1. If a representative of the bank holding company does not appear
at the hearing, the company shall be deemed to have consented to the
issuance of an order to cease and desist.
2. If the bank holding company consents to the issuance of the
order or if the Commissioner determines at the hearing that the company
has engaged in or will engage in the activity charged, the Commissioner
may issue and serve upon the company an order to cease and desist from
the activity.
3. The order may, by mandatory or prohibitory provisions, require
the bank holding company and its directors, officers, employees and
agents not to engage in the activity to which the order applies and to
take action to correct conditions resulting from that activity.
4. An order issued pursuant to this section becomes effective at
the time specified in the order and remains effective as provided in it
unless it is stayed, modified or set aside by the Commissioner or a
reviewing court.
(Added to NRS by 1983, 931; A 1983, 1841; 1987, 1932)
1. If the Commissioner determines that the existing or threatened
activity specified in a notice of charges is likely to:
(a) Cause insolvency or substantial dissipation of the assets or
earnings of a bank which is owned or controlled by the bank holding
company; or
(b) Seriously prejudice the interests of the depositors in the bank,
Ê the Commissioner may issue a temporary order requiring the bank holding
company to cease and desist from the activity.
2. The temporary order becomes effective when served upon the bank
holding company and remains effective until it is set aside by the
Commissioner or a reviewing court or a permanent order is issued against
the bank.
(Added to NRS by 1983, 931; A 1983, 1842; 1987, 1933)
1. Within 10 days after a bank holding company has been served
with a temporary order to cease and desist, the company may apply to the
district court for the judicial district in which the company is located
for an injunction limiting or setting aside the order until the hearing
is held pursuant to the notice of charges.
2. If a bank holding company violates or threatens to violate a
temporary order, the Commissioner may apply to the district court for the
judicial district in which the bank holding company is located for an
injunction prohibiting the company from violating the order.
(Added to NRS by 1983, 932; A 1983, 1842; 1987, 1933)
1. The Commissioner may apply to the district court for an order
compelling compliance with any provision of NRS 666.065 to 666.195 ,
inclusive. The court may award the Commissioner the costs of bringing the
action and attorney’s fees.
2. The Commissioner may bring an action against a person who
violates a court order or injunction issued pursuant to this section or
NRS 666.065 to 666.195 , inclusive, to recover a civil penalty of not
more than $10,000 for each violation.
3. The Commissioner may bring an action to require a holding
company for a depository institution which acquired a depository
institution in Nevada to divest itself of all interest in the acquired
institution if the holding company violates:
(a) An order to cease and desist issued pursuant to NRS 666.175
; or
(b) A court order or injunction issued pursuant to this section or
NRS 666.065 to 666.195 , inclusive.
(Added to NRS by 1983, 932; A 1983, 1843; 1984, 4; 1985, 2154;
1987, 1933, 2023)
1. A person who willfully violates any provision of NRS 666.145
is guilty of a category D felony and
shall be punished as provided in NRS 193.130 .
2. A person who willfully violates any provision of NRS 666.065
to 666.135 , inclusive, or 666.155 to 666.205 ,
inclusive, is guilty of a gross misdemeanor.
(Added to NRS by 1983, 932; A 1984, 4; 1995, 1315)
INTERSTATE BANKING
1. Unless the Commissioner gives prior written approval, no person
may:
(a) Acquire, directly or indirectly, a depository institution or
holding company whose home state is Nevada;
(b) Vote the stock of a depository institution or holding company
acquired in violation of paragraph (a);
(c) Acquire, directly or indirectly, the voting or nonvoting
securities of a depository institution or a holding company whose home
state is Nevada if the acquisition would result in that person’s
obtaining more than 20 percent of the authorized voting securities of the
institution or company if the nonvoting securities were converted into
voting securities; or
(d) Merge or consolidate with a depository institution or a holding
company whose home state is Nevada.
2. Any person who willfully violates any provision of this section
or any regulation adopted by the Commissioner pursuant to this section is
guilty of a misdemeanor. Each day during which the violation continues
constitutes a separate offense.
3. The Commissioner may obtain injunctive relief to prevent any
change in control or impending violation of this section.
(Added to NRS by 1985, 2150; A 1987, 1934; 1995, 1559)
305
; contents; fee and expenses; review of
application; issuance of written decision; grounds for disapproval;
regulations.
1. An application filed with the Commissioner for approval must be
on a form prescribed by the Commissioner and must include:
(a) A nonrefundable fee of not more than $6,000 for the
application. The depository institution or holding company must also pay
such additional expenses incurred in the process of investigation as the
Commissioner deems necessary. All money received by the Commissioner
pursuant to this section must be placed in the Investigative Account
created by NRS 232.545 .
(b) Information which the Commissioner requires to make the
findings specified in subsection 4.
(c) Unless the applicant is a resident of Nevada, a corporation
organized in this State or a foreign corporation admitted to do business
in this State, a written consent to service of process on a resident of
this State in any action arising out of the applicant’s activities in
this State.
2. In reviewing the application, the Commissioner shall consider
the applicant’s record of compliance with the Community Reinvestment Act
of 1977, 12 U.S.C. §§ 2901 to 2905, inclusive, and whether the proposed
transaction will meet the needs of those counties whose populations are
less than 100,000 and whose residents are not being adequately served by
existing financial institutions.
3. The Commissioner shall issue his written decision within 60
days after receiving a completed application. The Commissioner may
approve the application subject to any terms and conditions which he
considers necessary to protect the public interest.
4. The Commissioner shall disapprove an application if he finds:
(a) That the proposed transaction would be detrimental to the
safety and soundness of the applicant, to any institution which is a
party to the transaction, or to a subsidiary or affiliate of that
institution;
(b) The applicant or its executive officers, directors or principal
stockholders have not established a record of sound performance,
efficient management, financial responsibility and integrity so that it
would be against the interest of the depositors, other customers,
creditors or stockholders of an institution, or the public to authorize
the proposed transaction;
(c) The financial condition of the applicant or any other
institution which is a participant in the proposed transaction might
jeopardize the financial stability of the applicant or other institution,
or prejudice the interests of depositors or other customers of the
applicant or other institutions;
(d) The consummation of the proposed transaction will tend to
lessen competition substantially, unless the Commissioner finds that the
anticompetitive effects of the proposed transaction are clearly
outweighed by the benefit of meeting the convenience and needs of the
relevant market to be served; or
(e) The applicant has not established a record of meeting the needs
for credit of the communities which it or its subsidiary depository
institution serves.
5. The Commissioner shall adopt regulations establishing the
amount of the application fee required pursuant to this section.
(Added to NRS by 1985, 2151; A 1987, 1935; 1991, 1808; 1997, 1000;
2005, 1846 )
1. The Commissioner may examine and supervise any out-of-state
depository institution or holding company which has been authorized to do
business in this state. Such institutions and holding companies are
subject to regulation in the same manner as institutions and holding
companies organized under the laws of this state and must pay the same
fees for supervision and examination, except that the Commissioner may
coordinate these activities with any state or federal agency that shares
jurisdiction over the institution.
2. The Commissioner may coordinate the examination, supervision
and regulation of any depository institution chartered by this state with
the examination, supervision and regulation of an affiliated depository
institution or branch operating in another state.
3. The Commissioner may take any reasonable and lawful action in
furtherance of coordinating the regulation of interstate operations
pursuant to this section, including:
(a) Negotiating and entering into cooperative agreements with an
agency of another state or of the Federal Government;
(b) Sharing information and reports with an agency that shares
jurisdiction over the institution;
(c) Accepting as sufficient examination reports and other
information compiled or generated by or for an agency that shares
jurisdiction over the institution;
(d) Contracting with an agency that shares jurisdiction over the
institution to engage the services of its examiners at a reasonable rate
of compensation;
(e) Offering the services of the Division’s examiners at a
reasonable rate of compensation to an agency that shares jurisdiction
over the institution;
(f) Collecting fees on behalf of, or receiving payment of fees
through, an agency that shares jurisdiction over the institution;
(g) Cooperating in any other way with other supervisory agencies
and professional associations to promote the efficient, safe and sound
operation and regulation of interstate activities of depository
institutions, including the formulation of interstate policies and
procedures for examination and the drafting of model laws, rules and
agreements; and
(h) Adopting regulations to carry out the provisions of this
section.
(Added to NRS by 1985, 2152; A 1985, 2160; 1987, 1936, 2023; 1995,
1559)
If the Commissioner considers it
necessary to protect depositors, creditors and other customers of a
failing depository institution or a failing holding company which
controls a depository institution, he may solicit offers from and
authorize or require the acquisition of the institution or company by or
its merger with another institution or company.
(Added to NRS by 1985, 2153; A 1985, 2161; 1987, 1937, 2023; 1995,
1560)
Any depository
institution or holding company which is acquired pursuant to NRS 666.355
, the institution which acquired the
depository institution or holding company pursuant to that section or the
institution which results from a merger pursuant to that section has all
rights, powers and privileges of any other depository institution in this
state which is of the same class.
(Added to NRS by 1985, 2153; A 1985, 2161)
The Commissioner may not authorize or
require any transaction pursuant to NRS 666.355 involving an out-of-state depository
institution or an out-of-state holding company, unless he finds that:
1. The acquiring or merging depository institution or holding
company has demonstrated an acceptable record of meeting the needs for
credit of the communities which it serves; and
2. The acquiring or merging depository institution or holding
company has a record of sound performance, adequate stockholders’ or
members’ equity, financial capacity and efficient management so the
acquisition or merger will not jeopardize the financial stability of the
acquired or merged depository institution and will not be detrimental to
the interests of depositors, creditors or other customers of the
depository institution, or to the public.
(Added to NRS by 1985, 2153; A 1987, 1937; 1995, 1560; 1997, 1001)
1. A depository institution may, at its main office or at any
branch, act as an agent of any other depository institution that is a
subsidiary of the same holding company in conducting the activities
authorized by this section. This section applies whether or not the
affiliated depository institutions have the same home state.
2. A depository institution acting as an agent for an affiliated
depository institution may:
(a) Receive deposits;
(b) Renew time deposits;
(c) Close loans;
(d) Service loans; and
(e) Receive payments on loans and other obligations.
3. A depository institution may not do any of the following as an
agent on behalf of an affiliated depository institution:
(a) Open or originate deposit, savings or share accounts;
(b) Evaluate or approve loans;
(c) Disburse money loaned; or
(d) Conduct any activity as an agent that it is prohibited from
conducting as a principal under any applicable law.
4. A depository institution acting as a principal may not have an
affiliated depository institution act as its agent in conducting any
activity that:
(a) The principal depository institution is prohibited from
conducting; or
(b) The agent depository institution would be prohibited from
conducting as a principal.
5. An agency between affiliates under this section must be
consistent with safe and sound practices and shall comply with all
applicable laws.
6. A depository institution acting as an agent shall not be deemed
a branch of the affiliate solely because of activities conducted under
this section.
7. A depository institution that proposes to enter into an
agreement for an agency under this section shall file with the
Commissioner, at least 30 days before the effective date of the agreement:
(a) A notice of intention to enter into an agreement for an agency
with a depository institution;
(b) A description of the services proposed to be performed under
the agreement; and
(c) A copy of the agreement.
(Added to NRS by 1995, 1553)
1. Subject to the provisions of NRS 666.410 , 666.415 and
666.420 , and after approval of the
Commissioner pursuant to NRS 666.315 ,
an out-of-state depository institution or its holding company may acquire
control of, acquire all or substantially all of the assets of, or merge
with, a Nevada depository institution or its holding company.
2. An out-of-state depository institution or holding company that
acquires a Nevada depository institution, or an out-of-state depository
institution that is the resulting depository institution after merging
with a Nevada depository institution, or an out-of-state depository
institution that otherwise establishes or acquires a branch in Nevada,
may, in accordance with applicable state and federal law:
(a) Continue to operate the Nevada depository institution or branch;
(b) Convert any existing main office or branch in Nevada into a
branch of the out-of-state depository institution;
(c) Establish or acquire additional branches of the out-of-state
depository institution in any state where the Nevada depository
institution could have done so had it not been acquired or merged; and
(d) Exercise any power and engage in any activity in this state to
the same extent as a depository institution of the same type whose home
state is Nevada, even if the out-of-state depository institution is not
authorized to exercise those powers or engage in those activities in the
out-of-state depository institution’s home state.
3. A branch in this state of an out-of-state depository
institution shall comply with:
(a) If the branch is not a federally chartered institution, the
applicable laws relating to depository institutions of the institution’s
home state, including, without limitation, provisions relating to the
names of depository institutions; or
(b) If the institution is a federally chartered institution, the
provisions of federal law.
4. If the laws of this state as a host state conflict with the
laws of another state as a home state, the laws of the home state
prevail, except that:
(a) The Commissioner may, by regulation, order that Nevada law
prevail over that of the home state if the application of Nevada law is
necessary to preserve the safe and sound operation of the branch or
otherwise protect the residents of this state; and
(b) The laws of this state regarding protection of customers, fair
lending and intrastate branching apply to a branch in this state of an
out-of-state depository institution to the same extent as those laws
apply to a branch in this state of a depository institution chartered by
this state.
5. This section does not affect the authority of the Commissioner
to examine, supervise and regulate an out-of-state depository institution
operating or seeking to operate a branch in this state or to take any
action or issue any order with regard to that branch pursuant to NRS
666.325 .
(Added to NRS by 1995, 1554; A 1997, 1001)
1. Except as otherwise provided in this section, an out-of-state
depository institution without a branch in Nevada, or an out-of-state
holding company without a depository institution in Nevada, may acquire a
Nevada depository institution and convert the institution to a branch of
the out-of-state depository institution or depository institution of the
out-of-state holding company. If the Nevada depository institution is
chartered after September 28, 1995, the Nevada depository institution may
be so acquired only if it has been in existence for at least 5 years.
2. For the purposes of subsection 1:
(a) A depository institution chartered solely for the purpose of
acquiring another depository institution shall be deemed to have been in
existence for the same period as the depository institution to be
acquired, as long as the acquiring depository institution does not open
for business at any time before the acquisition.
(b) A bank that was originally chartered as a corporation or
limited-liability company other than a depository institution shall be
deemed to have been in existence for the period since a certificate of
amendment of its articles of incorporation or organization was filed
pursuant to NRS 659.035 to reorganize
the corporation or limited-liability company as a bank.
(c) A bank that was originally chartered as a Nevada depository
institution other than a bank shall be deemed to have been in existence
for the period since the original articles of incorporation or
organization of the depository institution were filed with the Secretary
of State.
(d) If a Nevada depository institution becomes the successor in
interest to the business of an out-of-state depository institution
without a branch bank in this state that previously acquired a Nevada
depository institution or to an out-of-state holding company without a
branch bank in this state that previously acquired a Nevada depository
institution, the Commissioner shall include the period of existence of
the original Nevada depository institution when determining the period of
existence of the successor Nevada depository institution.
3. If the Commissioner considers it necessary to protect
depositors, creditors and other customers of a failing depository
institution or a failing holding company which controls a depository
institution, he may authorize the acquisition of the institution or
company by, or its merger with, another institution or company regardless
of the duration of existence of the failing depository institution or
failing holding company.
4. The restriction set forth in subsection 1 does not apply to an
acquisition of, or merger between, affiliated depository institutions.
(Added to NRS by 1995, 1555; A 1997, 1002; 1999, 428 )
An
out-of-state depository institution without a branch in Nevada or an
out-of-state holding company without a depository institution in Nevada
may not establish a de novo branch in this State or acquire, through
merger or otherwise, a branch of a depository institution in Nevada
without acquiring the institution itself or its charter, except that,
with the written approval of the Commissioner:
1. An out-of-state depository institution without a branch in
Nevada or an out-of-state holding company without a depository
institution in Nevada may establish a branch office or acquire an
existing branch in a county whose population is less than 100,000 without
acquiring or merging with a Nevada depository institution or a Nevada
holding company; and
2. An out-of-state depository institution without a branch in
Nevada which is owned or controlled by a holding company that is entitled
to the exemption set forth in section 4(c)(i) of the Bank Holding Company
Act of 1956, as amended, 12 U.S.C. § 1843(c)(i), may acquire an existing
branch in Nevada without acquiring or merging with a Nevada depository
institution or a Nevada holding company.
(Added to NRS by 1995, 1555; A 2005, 651 )
To the extent authorized by federal law, the Commissioner may waive any
applicable federal limit on concentration of deposits if he finds that
the waiver promotes the availability of financial services or is
otherwise in the public interest. The Commissioner may, by regulation,
establish standards for granting a waiver pursuant to this section and
the procedure for requesting a waiver. In making a decision to waive such
a federally imposed limit, the Commissioner shall apply a standard that
does not discriminate in purpose or effect against out-of-state
depository institutions.
(Added to NRS by 1995, 1555)
The Commissioner may, by regulation, require an
out-of-state depository institution or holding company to submit such
reports or permit the submission of such reports prepared pursuant to
federal law as, in his discretion, contain sufficient information
pertinent to operations in Nevada of branches of the institution or of
depository institutions of the holding company.
(Added to NRS by 1995, 1556)
