NRS: CHAPTER 661 - ORGANIZATIONAL REQUIREMENTS

[Rev. 6/29/2024 4:53:58 PM--2023]

CHAPTER 661 - ORGANIZATIONAL REQUIREMENTS

STOCKHOLDERS’ AND MEMBERS’ EQUITY; STOCK

NRS 661.015 Organization: Minimum initial stockholders’ or members’ equity required; insurance of deposit accounts by Federal Deposit Insurance Corporation.

NRS 661.025 Requirements for stockholders’ or members’ equity determined by Commissioner; deposit liability; acceptance of deposits.

NRS 661.035 Amendment of articles of incorporation to increase or reduce authorized stock; approval by Commissioner.

OWNERSHIP AND CONTROL

NRS 661.065 Liability of persons holding stock in or becoming substituted members of bank in fiduciary capacity.

NRS 661.075 Failure to pay installment on stock or contribution: Sale of stock or member’s interest; forfeiture of amount previously paid.

NRS 661.085 Impaired stockholders’ or members’ equity: Duty of Commissioner to give notice; duty of officers and directors to require bank to make impairment good; power of Commissioner to take possession of bank.

NRS 661.105 Preferred stock: Conditions for issuance; inclusion in determination of compliance with requirements for stockholders’ equity.

NRS 661.115 Maintenance and filing of list of stockholders or members; additional requirements for list of members.

NRS 661.125 Report of changes in ownership or management; report of certain loans made by bank; application required after certain acquisitions; investigation by Commissioner; payment of costs; waiver of investigation.

MANAGEMENT AND PERSONNEL

NRS 661.135 Directors or managers: Number; selection.

NRS 661.145 Directors or managers: Qualifications.

NRS 661.165 Directors: Quarterly meetings and examination of books required; exemption.

NRS 661.185 Bonds of officers, managers and employees.

NRS 661.195 Liability of directors, managers, officers and other persons.

ASSETS, DIVIDENDS AND DISTRIBUTIONS

NRS 661.205 Overdrafts.

NRS 661.235 Limitation on declaring dividend or making distribution; exception.

NRS 661.240 Additional limitation on making distribution; definition.

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STOCKHOLDERS’ AND MEMBERS’ EQUITY; STOCK

NRS 661.015 Organization: Minimum initial stockholders’ or members’ equity required; insurance of deposit accounts by Federal Deposit Insurance Corporation. No bank may be:

1. Organized unless its initial stockholders’ or members’ equity is $300,000 or more, or such greater amount as may be required by the Commissioner. The full amount of the initial stockholders’ or members’ equity of any bank must be paid in cash, exclusive of all organization expenses, except as otherwise provided in chapters 657 to 671, inclusive, of NRS, before it may be authorized to commence the business of banking.

2. Organized or authorized to do banking or banking and trust business unless its deposit accounts are insured by the Federal Deposit Insurance Corporation.

(Added to NRS by 1971, 974; A 1983, 1731; 1987, 1907; 1997, 980)

NRS 661.025 Requirements for stockholders’ or members’ equity determined by Commissioner; deposit liability; acceptance of deposits.

1. The stockholders’ or members’ equity of any state bank must, subject to the limitations set forth in NRS 661.015, be at least 6 percent of the total deposit liability of the bank as determined by the Commissioner. In determining the amount of stockholders’ or members’ equity that will be required, the Commissioner shall give due consideration to the character and liquidity of the assets of the bank and to the standards regarding equity requirements established by other state and federal banking supervising agencies.

2. The Commissioner shall, to determine the requirements for stockholders’ or members’ equity for any state bank, include undivided profits, capital notes, debentures and any reserve for losses.

3. The deposit liability for the purposes of this section must be the average of daily deposit liabilities for the preceding 60 calendar days.

4. This section does not prohibit the acceptance of deposits by any bank while it is proceeding expeditiously, as determined by the Commissioner, to comply with the provisions of this section.

(Added to NRS by 1971, 974; A 1983, 1731; 1987, 1907; 1997, 980)

NRS 661.035 Amendment of articles of incorporation to increase or reduce authorized stock; approval by Commissioner.

1. A banking corporation may, with the approval of the Commissioner, amend its articles of incorporation to authorize an increase or reduction in its authorized stock.

2. The Commissioner shall not approve an amendment of the articles of incorporation that reduces the authorized stock of the corporation unless the Commissioner finds that the security of the existing creditors of the corporation will not be impaired.

(Added to NRS by 1971, 974; A 1983, 1732; 1987, 211, 1907; 1995, 478; 1997, 981)

OWNERSHIP AND CONTROL

NRS 661.065 Liability of persons holding stock in or becoming substituted members of bank in fiduciary capacity. Persons holding stock in banking corporations or becoming substituted members of banking companies as executors, administrators, guardians or trustees are not personally subject to any liabilities as stockholders or members, but the estates and funds in their hands are liable in like manner and to the same extent as the testator, intestate, ward or person interested in the trust fund would be, if living and competent to hold stock in his or her own name.

(Added to NRS by 1971, 975; A 1995, 478)

NRS 661.075 Failure to pay installment on stock or contribution: Sale of stock or member’s interest; forfeiture of amount previously paid.

1. If a stockholder of a banking corporation or member of a banking company fails to pay any installment on his or her stock or contribution when the installment is required by law to be paid, the directors or managers of the bank shall sell the stock or member’s interest at public or private sale, as they may deem best, having first given the delinquent stockholder or member 20 days’ notice, personally or by mail, at his or her last known address.

2. If no person can be found who will pay for the stock or interest the amount due thereon, together with any additional indebtedness of the stockholder or member to the bank, the amount previously paid is forfeited to the bank. The stock or interest must be sold, as the directors may order, within 30 days after the forfeiture and, if not sold, it must be cancelled and deducted from the capital of the bank.

3. The other members of a banking company have a joint and several right of first refusal to buy the interest of the delinquent member. If this right is not exercised, the buyer becomes a member.

(Added to NRS by 1971, 975; A 1995, 479)

1. If the stockholders’ or members’ equity of any bank has become impaired, the Commissioner shall notify the officers and directors of the bank to require the bank to make the impairment good within 3 months after receiving notice from the Commissioner.

2. The officers and directors of the bank who receive the notice shall immediately require the bank to make the impairment good.

3. If, within 3 months after the officers and directors of the bank receive the notice from the Commissioner, the bank fails to make the impairment good, the Commissioner may forthwith take possession of the property and business of the bank until its affairs are finally liquidated as provided by law.

(Added to NRS by 1971, 975; A 1983, 1732; 1987, 587, 1908; 1995, 479; 1997, 981)

NRS 661.105 Preferred stock: Conditions for issuance; inclusion in determination of compliance with requirements for stockholders’ equity.

1. A banking corporation organized under the laws of this state may, with the approval of the Commissioner, issue preferred stock of one or more classes, in such amount and with such par value as is approved by the Commissioner, unless such an issuance is prohibited by the provisions of chapter 78 of NRS.

2. Any preferred stock lawfully issued by a banking corporation organized under the laws of this state must be included in determining whether the banking corporation has complied with the minimum requirements for stockholders’ equity provided by chapters 657 to 671, inclusive, of NRS.

(Added to NRS by 1971, 976; A 1983, 1733; 1987, 1909; 1997, 982)

NRS 661.115 Maintenance and filing of list of stockholders or members; additional requirements for list of members.

1. On the fourth Monday in January of each year, a copy of the list of stockholders required to be maintained pursuant to paragraph (c) of subsection 1 of NRS 78.105 or the list of members required to be maintained pursuant to paragraph (a) of subsection 1 of NRS 86.241 must be verified by the oath of the president or a manager and must be transmitted to the Commissioner and filed in the Commissioner’s office for the confidential use of the Commissioner.

2. The list of members required to be maintained pursuant to paragraph (a) of subsection 1 of NRS 86.241 must, in addition to the requirements set forth in that section, include the percentage of each member’s interest in the company.

(Added to NRS by 1971, 977; A 1983, 1734; 1987, 1909; 1995, 480; 1997, 983)

1. As used in this section, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policy of the bank, or a change in the ownership of as much as 25 percent of the outstanding voting stock of, or participating members’ interests in, any bank.

2. If there is a change in ownership of 10 percent or more of the outstanding voting stock of or members’ interests in any bank, the president or other chief executive officer of the bank shall report the facts to the Commissioner within 3 business days after obtaining knowledge of the change.

3. If a loan or loans are made by a bank, and the loan or loans are, or are to be, secured by 10 percent or more of the voting stock of or members’ interests in a Nevada bank, the president or other chief executive officer of the bank which makes the loan or loans shall report that fact to the Commissioner within 24 hours after obtaining knowledge of the loan or loans, except when the borrower has been the owner of record of the stock for 1 year or more or the stock is of a newly organized bank before its opening.

4. The reports required in subsections 2 and 3 are in addition to any reports required by any other law and must contain whatever information is available to inform the Commissioner of the effect of the transaction upon control of the bank whose stock or members’ interests are involved, and must contain, when known by the person making the report:

(a) The number of shares or members’ interests involved;

(b) The identity of the sellers or transferors and purchasers or transferees of record;

(d) The purchase price;

(e) The total number of shares or members’ interests owned by the sellers or transferors and purchasers or transferees of record, both immediately before and after the transaction being reported;

(f) The total number of shares or members’ interests owned by the beneficial owners of the shares or members’ interests involved, both immediately before and after the transaction being reported;

(g) The identity of borrowers;

(h) The name of the bank issuing the stock securing, or whose members’ interests secure, the loan; and

(i) The number of shares or members’ interests securing the loan and the amount of the loan or loans.

5. Each bank shall, within 24 hours after there is a change in the chief executive officer or directors of the bank, report the change to the Commissioner. The bank shall include in its report a statement of the past and current business and professional affiliations of new chief executive officers or directors. A new chief executive officer shall furnish to the Commissioner a complete financial statement if required to do so by the Commissioner.

6. An application must be submitted to the Commissioner by the person who acquires stock or members’ interests resulting in a change of control of the bank. The application must be submitted on a form prescribed by the Division of Financial Institutions. Except as otherwise provided in subsection 8, the Commissioner shall conduct an investigation to determine whether the character, general fitness and responsibility of the applicant is such as to command the confidence of the community in which the bank is located.

7. The bank with which the applicant is affiliated shall pay such a portion of the cost of the investigation as the Commissioner requires. All money received by the Commissioner pursuant to this subsection must be placed in the Investigative Account created by NRS 232.545. If the Commissioner denies the application, the Commissioner may forbid the applicant from participating in the business of the bank.

8. A bank may submit a written request to the Commissioner to waive an investigation pursuant to subsection 6. The Commissioner may grant a waiver if the applicant has undergone a similar investigation by a state or federal agency in connection with the licensing of, or his or her employment with, a financial institution.

9. As used in this section, “chief executive officer” includes a manager of a limited-liability company.

(Added to NRS by 1971, 977; A 1983, 1734; 1985, 1345; 1987, 1910; 1991, 1807; 1995, 480; 1997, 983)

MANAGEMENT AND PERSONNEL

NRS 661.135 Directors or managers: Number; selection.

1. The affairs and business of a banking corporation organized under the laws of this State must be managed or controlled by a board of directors of not less than five in number, who must be selected from the stockholders at the annual meeting of stockholders in such manner as may be provided by the bylaws of the corporation.

2. The affairs and business of a banking company so organized must be managed or controlled by no fewer than three managers selected from the members as provided in the operating agreement.

(Added to NRS by 1971, 978; A 1993, 193; 1995, 482)

NRS 661.145 Directors or managers: Qualifications.

1. No person is eligible to serve as a director or manager of any bank, organized or existing under the laws of this State, unless the person:

(a) Is a bona fide owner of stock of the bank or its holding company;

(b) Holds stock of the bank or its holding company in a revocable trust; or

2. The stock or interest owned or held pursuant to subsection 1 must have a total fair market value of at least $1,000. A determination of the value of the stock or interest must be based on its value on the date it was purchased or on its value on the date the owner or holder of the stock or interest became a director, whichever is greater. The stock or the member’s contribution must be fully paid and not pledged.

3. For the purposes of this section, “holding company” has the meaning ascribed to it in NRS 666.005.

(Added to NRS by 1971, 978; A 1987, 211; 1995, 482, 1549; 1997, 79, 984, 1023)

NRS 661.165 Directors: Quarterly meetings and examination of books required; exemption. The board of directors shall meet at least quarterly in regular meeting. At least quarterly, a thorough examination of the books, records, funds and securities held by the bank must be made. The examination may be dispensed with if an annual audit is made of the books, records, funds and securities.

(Added to NRS by 1971, 978; A 1989, 293; 1997, 985)

NRS 661.185 Bonds of officers, managers and employees.

1. The active officers, or the managers, and employees of any bank before entering upon their duties shall give bond to the bank in a surety company authorized to do business in Nevada, in the amount required by the directors or the operating agreement and upon such form as may be approved by the Commissioner, the premium for the bond to be paid by the bank.

2. The Commissioner or directors of the bank may require an increase of the amount of the bond whenever they deem it necessary. If injured by the breach of any bond given under this section, the bank so injured may commence an action and recover such damages as it may have sustained.

(Added to NRS by 1971, 978; A 1983, 1735; 1987, 1911; 1995, 482)

NRS 661.195 Liability of directors, managers, officers and other persons. Any director, manager, officer or other person who knowingly and intentionally participates in any violation of the laws of this state relating to banks is liable for all damage which the bank, its stockholders, members, depositors or creditors sustain as a result of that violation.

(Added to NRS by 1971, 979; A 1995, 483; 1997, 985)

ASSETS, DIVIDENDS AND DISTRIBUTIONS

NRS 661.205 Overdrafts. Any overdraft which is outstanding for more than 90 days may not be considered an asset of the bank unless it is adequately secured and in the process of being collected.

(Added to NRS by 1971, 979; A 1991, 373)

NRS 661.235 Limitation on declaring dividend or making distribution; exception.

1. As used in this section, “net profits” means the remainder of all earnings from operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all operating expenses, actual losses, transfers to reserve for loan losses, and all federal and state taxes.

2. Except as otherwise provided in subsection 3, the directors of any state bank shall not declare a dividend or make a distribution of the net profits of the bank until:

(a) The surplus fund of the bank equals its initial stockholders’ or members’ equity, not including its initial surplus fund;

(b) There has first been carried to the surplus fund 10 percent of the previous year’s net profit; and

3. Except as otherwise provided in NRS 661.240, the directors of a state bank that maintains the insurance of deposits required pursuant to the provisions of the Federal Deposit Insurance Act, 12 U.S.C. §§ 1811 et seq., may declare a dividend or make a distribution of so much of the net profits of the bank as they determine is expedient.

(Added to NRS by 1971, 979; A 1995, 483; 1997, 985)

NRS 661.240 Additional limitation on making distribution; definition.

1. No distribution may be made by a bank if the distribution would reduce its stockholders’ or members’ equity below its initial stockholders’ or members’ equity.

2. As used in this section, “distribution” means a direct or indirect transfer of money or property other than its own shares or interests or the incurrence of indebtedness by a corporation or limited-liability company to or for the benefit of its stockholders or members with respect to any of its shares or interests. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares or interests or a distribution of indebtedness, or in any other form.

(Added to NRS by 1997, 980)