NRS: CHAPTER 666 - MAJOR ORGANIZATIONAL CHANGES; BANK HOLDING COMPANIES; INTERSTATE BANKING

[Rev. 6/29/2024 4:54:20 PM--2023]

CHAPTER 666 - MAJOR ORGANIZATIONAL CHANGES; BANK HOLDING COMPANIES; INTERSTATE BANKING

GENERAL PROVISIONS

NRS 666.001 Definitions.

NRS 666.002 “Acquire” defined.

NRS 666.003 “Control” defined.

NRS 666.004 “De novo branch” defined.

NRS 666.005 “Holding company” defined.

NRS 666.006 “Home state” defined.

NRS 666.007 “Host state” defined.

NRS 666.008 “Out-of-state” defined.

MAJOR ORGANIZATIONAL CHANGES; TRANSFER OF ASSETS AND LIABILITIES

NRS 666.015 Nevada depository institution: Merger or consolidation with or transfer of assets and liabilities to similar institution, out-of-state depository institution or out-of-state holding company; regulations.

NRS 666.020 Powers of Nevada depository institution or its holding company after acquisition of or merger with out-of-state depository institution; applicable laws; powers of Commissioner.

NRS 666.025 Effect of consolidation of banks.

NRS 666.035 Consolidation, conversion or merger of state bank with national bank: Minimum vote required; approval by Commissioner; applicable law; determination of value of shares or interests for dissenting stockholders.

NRS 666.045 Merger or consolidation of national bank with state bank; incorporation of national bank as state bank.

NRS 666.055 Fiduciary powers and liabilities of banks merging or transferring assets and liabilities.

BANK HOLDING COMPANIES

NRS 666.065 Definitions.

NRS 666.070 Applicability.

NRS 666.075 Rebuttable presumption against control of bank; certain legal relationships and companies deemed not to be bank holding companies.

NRS 666.085 Regulations; reports to determine compliance.

NRS 666.095 Annual registration reports required of bank holding companies.

NRS 666.105 Examinations of bank holding companies by Commissioner.

NRS 666.115 Formation of bank holding company: Approval by Commissioner; limitation; application for approval; acceptance of federal registration.

NRS 666.125 Approval required before acquisition of bank; application; considerations.

NRS 666.135 Approval of transfer of control required; grounds for disapproval.

NRS 666.145 Order requiring removal of director, officer or employee; petition by person affected; injunction prohibiting participation in affairs of company.

NRS 666.155 Failure to remove person pursuant to order conclusive evidence of negligence.

NRS 666.165 Charges against company: Grounds; notice; hearing.

NRS 666.175 Issuance of order to cease and desist; corrective action; effectiveness of order.

NRS 666.185 Temporary orders: Grounds; issuance; effectiveness.

NRS 666.195 Temporary orders: Application for injunction limiting or setting aside order; application for injunction prohibiting violation.

NRS 666.205 Injunctions; civil penalty; divestiture by holding company in another state.

NRS 666.215 Penalties.

INTERSTATE BANKING

NRS 666.305 Approval of Commissioner required before taking certain actions affecting depository institution or holding company whose home state is Nevada; penalty; injunctive relief.

NRS 666.315 Application for approval required by NRS 666.305; contents; fee and expenses; review of application; issuance of written decision; grounds for disapproval; regulations.

NRS 666.325 Examination, supervision and regulation of interstate operations.

NRS 666.355 Authority of Commissioner to authorize or require acquisition of failing depository institution or failing holding company which controls depository institution.

NRS 666.365 Rights, powers and privileges of acquired, acquiring or resulting depository institution or holding company.

NRS 666.375 Conditions for authorizing or requiring certain transactions involving out-of-state depository institution or out-of-state holding company.

NRS 666.390 Authority and conditions for depository institution to act as agent for affiliated depository institution.

NRS 666.400 Powers of out-of-state depository institution or its holding company after acquisition of or merger with Nevada depository institution or its holding company; applicable laws; powers of Commissioner.

NRS 666.405 Acquisition of Nevada depository institution for conversion to branch of out-of-state depository institution or out-of-state holding company; restrictions; exceptions.

NRS 666.410 Establishment or acquisition of Nevada branch by out-of-state depository institution or out-of-state holding company.

NRS 666.415 Waiver of federal limits on concentration of deposits.

NRS 666.420 Reports by out-of-state depository institution or holding company.

_________

GENERAL PROVISIONS

NRS 666.001 Definitions. 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)

NRS 666.002 “Acquire” defined. “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)

NRS 666.003 “Control” defined. “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)

NRS 666.004 “De novo branch” defined. “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)

NRS 666.005 “Holding company” defined. “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)

NRS 666.006 “Home state” defined. “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)

NRS 666.007 “Host state” defined. “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)

NRS 666.008 “Out-of-state” defined. “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.

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.

(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 the Commissioner’s 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 a written decision within 60 days after receiving a completed application. The Commissioner may approve the application subject to any terms and conditions which the Commissioner considers necessary to protect the public interest.

7. The Commissioner shall disapprove an application if the Commissioner 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)

NRS 666.020 Powers of Nevada depository institution or its holding company after acquisition of or merger with out-of-state depository institution; applicable laws; powers of Commissioner.

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)

NRS 666.025 Effect of consolidation of banks.

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

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)

NRS 666.045 Merger or consolidation of national bank with state bank; incorporation of national bank as state bank.

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 chapters 657 to 671, inclusive, of NRS for the organization of banks.

2. The Commissioner shall, when approving or rejecting the proposed merger or consolidation, base his or her 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)

NRS 666.055 Fiduciary powers and liabilities of banks merging or transferring assets and liabilities. 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

NRS 666.065 Definitions. 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)

NRS 666.070 Applicability. 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)

NRS 666.075 Rebuttable presumption against control of bank; certain legal relationships and companies deemed not to be bank holding companies.

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)

NRS 666.085 Regulations; reports to determine compliance.

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)

NRS 666.095 Annual registration reports required of bank holding companies. 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)

NRS 666.105 Examinations of bank holding companies by Commissioner.

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)

NRS 666.115 Formation of bank holding company: Approval by Commissioner; limitation; application for approval; acceptance of federal registration.

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 the Commissioner 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)

NRS 666.125 Approval required before acquisition of bank; application; considerations.

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

(Added to NRS by 1983, 930; A 1983, 1840; 1987, 1929)

NRS 666.135 Approval of transfer of control required; grounds for disapproval.

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 the Commissioner 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 the Commissioner’s 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)

NRS 666.145 Order requiring removal of director, officer or employee; petition by person affected; injunction prohibiting participation in affairs of company.

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 or her duties, the Commissioner may issue a written order requiring the person to be removed from his or her 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)

NRS 666.155 Failure to remove person pursuant to order conclusive evidence of negligence. 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)

NRS 666.165 Charges against company: Grounds; notice; hearing.

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)

NRS 666.175 Issuance of order to cease and desist; corrective action; effectiveness of order.

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)

NRS 666.185 Temporary orders: Grounds; issuance; effectiveness.

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)

NRS 666.195 Temporary orders: Application for injunction limiting or setting aside order; application for injunction prohibiting violation.

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)

NRS 666.205 Injunctions; civil penalty; divestiture by holding company in another state.

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)

NRS 666.215 Penalties.

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

NRS 666.305 Approval of Commissioner required before taking certain actions affecting depository institution or holding company whose home state is Nevada; penalty; injunctive relief.

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)

NRS 666.315 Application for approval required by NRS 666.305; 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 a written decision within 60 days after receiving a completed application. The Commissioner may approve the application subject to any terms and conditions which the Commissioner considers necessary to protect the public interest.

4. The Commissioner shall disapprove an application if the Commissioner 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)

NRS 666.325 Examination, supervision and regulation of interstate operations.

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)

NRS 666.355 Authority of Commissioner to authorize or require acquisition of failing depository institution or failing holding company which controls depository institution. 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, the Commissioner 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)

NRS 666.365 Rights, powers and privileges of acquired, acquiring or resulting depository institution or holding company. 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)

NRS 666.375 Conditions for authorizing or requiring certain transactions involving out-of-state depository institution or out-of-state holding company. 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 the Commissioner 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)

NRS 666.390 Authority and conditions for depository institution to act as agent for affiliated depository institution.

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;

(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;

(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

(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)

NRS 666.405 Acquisition of Nevada depository institution for conversion to branch of out-of-state depository institution or out-of-state holding company; restrictions; exceptions.

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, the Commissioner 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)

NRS 666.410 Establishment or acquisition of Nevada branch by out-of-state depository institution or out-of-state holding company.

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 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:

(a) An out-of-state depository institution without a branch 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. Except as otherwise provided in subsection 2, an out-of-state depository institution that establishes or acquires a branch office pursuant to this paragraph continues to be considered an out-of-state depository institution without a branch in Nevada for the purposes of all other provisions of this chapter.

(b) 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.

2. An out-of-state depository institution that on or before April 1, 2007, has, pursuant to paragraph (a) of subsection 1, established or acquired, or been approved by the Commissioner to establish or acquire, a branch in a county whose population is less than 100,000, may establish or acquire a branch in a county whose population is 100,000 or more so long as the out-of-state depository institution continues to operate a branch in a county whose population is less than 100,000.

3. An out-of-state depository institution that establishes or acquires a branch office pursuant to this section may issue a credit card pursuant to the provisions of chapter 97A of NRS.

(Added to NRS by 1995, 1555; A 2005, 651; 2007, 654)

NRS 666.415 Waiver of federal limits on concentration of deposits. To the extent authorized by federal law, the Commissioner may waive any applicable federal limit on concentration of deposits if the Commissioner 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)

NRS 666.420 Reports by out-of-state depository institution or holding company. 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 the Commissioner’s 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)