6.2-823 - (Effective October 1, 2010) Conversion of national banking association to state bank; certificate of authority.
§ 6.2-823. (Effective October 1, 2010) Conversion of national bankingassociation to state bank; certificate of authority.
A. A national banking association, organized under the laws of the UnitedStates and doing business in the Commonwealth, may be converted into andbecome a state bank by the following procedure:
1. The directors of the national banking association shall cause to beincorporated under the laws of the Commonwealth a corporation authorized byits certificate of incorporation to conduct the business of banking as thesuccessor of the national banking association. With regard to suchincorporation:
a. The certificate of incorporation of the corporation shall conform asnearly as may be legally permissible to that of the national bankingassociation;
b. The principal office of the corporation shall be in the county or citywherein the national banking association has its principal office; and
c. The amount of the capital stock of the corporation, its division intoshares, the par value of shares, their classification and preferences, ifany, shall conform to those of the national banking association, and theminimum capital of the state bank shall comply with that required for a bankunder § 6.2-816.
2. The national banking association shall effect its conversion to a statebank in accordance with the procedure prescribed by Subchapter XV of Chapter2 of Title 12 of the United States Code (12 U.S.C. § 214 et seq.), as it nowexists or as it may hereafter be amended.
3. Upon completion of the procedures required by subdivision 2, the presidentof the national banking association and the official having custody of itsrecords shall execute, under the seal of the association, a certificateshowing in detail the procedures followed, the number of shares of each classof stock of the national banking association issued and outstanding, and thevote of each class of stockholders in favor of the plan of conversion. Thenational banking association shall then file the certificate with theCommission.
B. The Commission shall examine the certificate filed pursuant to subdivisionA 3. If from such examination it appears that the procedure required bysubdivision A 2 has been followed and that the conversion has been approvedby the stockholders of the national banking association in the manner and bythe percentage vote required by federal law, the Commission may issue to thenewly incorporated state bank a certificate of authority to do business as abank, in accordance with the provisions of § 6.2-816. Upon the issue of suchcertificate, the conversion of the national banking association into a statebank shall become effective and be automatically completed.
(Code 1950, §§ 6-14, 6-15.1; 1952, c. 571; 1966, c. 584, §§ 6.1-33, 6.1-38;1993, c. 244; 1996, c. 26; 2010, c. 794.)