Title 45, Banks And Financial Institutions

This part shall be known and may be cited as the “Bank Structure Act.”

(1) As used in this part, unless the context otherwise requires:(1) “Acquisition of a branch” means the acquisition of all or substantially all of the assets other than loans, cash or securities and the assumption of all or substantially all of the liabilities of or related to a …

(a) Except as otherwise provided in subsection (b):(1) No bank holding company acting directly or indirectly shall acquire control of, merge, or consolidate with a Tennessee bank that has not been in operation for at least three (3) years; and(2) No out-of-state bank acting direc…

A bank or bank holding company shall be prohibited from acquiring any bank in Tennessee if the bank or bank holding company, including all insured depository institutions that are affiliates of the bank or bank holding company, upon consummation of the acquisition, would control …

The commissioner has the power to establish rules and regulations to carry out the legislative purposes of this part.

(a) An out-of-state state bank that establishes and maintains one (1) or more branches in Tennessee under this part may conduct any activities at the branch or branches that are authorized under the laws of this state for Tennessee state banks. (b) Notwithstanding any other state…

(a) To the extent consistent with subsection (c), the commissioner may make the examinations of any branch established and maintained in this state pursuant to this part by an out-of-state state bank that the commissioner deems necessary to determine whether the branch is being o…

Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Tennessee state bank shall notify the commissioner of the proposed merger not later than the date on which it files an application for an interstate merger transaction w…

(a) Each out-of-state state bank that has established and maintains a branch in this state pursuant to this part shall give at least thirty (30) days' prior written notice to the commissioner of any merger, consolidation, or other transaction that would cause a change of control …

If the commissioner determines that a branch maintained by an out-of-state state bank or a trust office maintained by an out-of-state trust institution in this state is being operated in violation of any provision of the laws of this state, or is being operated in an unsafe and u…

(a) An out-of-state bank that does not already maintain a branch in Tennessee and that meets the requirements of this title may establish and maintain a branch in Tennessee through the acquisition of a branch or establishment of a de novo branch. (b) [Deleted by 2020 amendment.] …

(a) With the approval of the commissioner, a state bank may liquidate and dissolve. The commissioner shall grant approval if it appears that:(1) The proposal to liquidate and dissolve has been approved by a vote of two-thirds (⅔) of the outstanding voting stock at a meeting calle…

(a) The commissioner may take possession of a state bank if, after a hearing, the commissioner finds:(1) Its capital is impaired or it is otherwise in an unsound condition;(2) Its business is being conducted in an unlawful or unsound manner;(3) It is unable to continue normal ope…

(a) A plan of reorganization shall not be prescribed under this chapter unless:(1) The plan is feasible and fair to all classes of depositors, creditors and stockholders;(2) The face amount of the interest accorded to any class of depositors, creditors or stockholders under the p…

(a) In liquidating a state bank, the commissioner may exercise any power of the office of commissioner, but shall not, without the approval of the court in which notice of possession has been filed:(1) Sell any asset of the organization having a value in excess of five hundred do…

(a) Upon application of either five (5) individual incorporators or a bank holding company domiciled in this state, the commissioner may grant a charter and may issue a certificate of authority to the incorporators if the commissioner finds that the immediate formation of a new s…

(a) Every person doing a banking business under the laws of this state shall be subject to supervision and regulation by the commissioner. (b) In addition to other powers conferred by chapters 1-9 of this title, the commissioner has the power to require banks subject to the commi…

(a) (1) The commissioner shall, either personally or by competent examiner appointed by the commissioner, visit and examine every bank subject to the commissioner's supervision at least once in each year. The commissioner has discretion to determine the scope of the examination. …

(a) The information obtained by the commissioner, or any bank examiner in making an examination into the affairs of the bank, shall be for the purpose of ascertaining the true condition of the affairs of the bank, shall be privileged and confidential, shall not be subject to subp…

(a) All banks shall make to the commissioner, on the call of the commissioner for the reports, at least two (2) reports during each year according to the form, including electronic transmission, that may be prescribed by the commissioner. The report must be verified by the oath o…

(a) It is unlawful for any person not so authorized to carry on a banking business under this chapter and chapter 1 of this title, falsely and with intent to defraud, to act as a bank, or to represent that the person is or is acting for a bank, or to use an artificial or corporat…

(a) A person directing or participating in the direction of a financial institution commits an offense who receives or permits the receipt of a deposit, premium payment or investment in the institution knowing that, due to the financial condition of the institution:(1) It is or w…

(a) It is unlawful for any person to serve as an officer or director of a bank who:(1) Has been convicted of an offense constituting, in the jurisdiction in which the judgment was rendered, a felony involving a violation of banking laws, fraud, embezzlement, or breach of trust;(2…

(a) It is unlawful for an affiliate of a bank or for an officer, director or employee of a bank or affiliate of a bank to willfully and knowingly and without authority from the board of directors or governing body of the bank or two (2) or more of the active managing officers of …

(a) It is unlawful for an officer, director, or employee of a bank to conceal or endeavor to conceal any transaction of the bank from any officer, director or employee of the bank or any official or employee of the department to whom it should properly be disclosed. (b) A violati…

(a) It is unlawful for an officer, director, employee or agent of a bank to:(1) Maintain or authorize the maintenance of any account of the bank in a manner that, to the person's knowledge, does not conform to the requirements prescribed by this chapter and chapter 1 of this titl…

(a) It is unlawful for a state bank to pay a fine or penalty imposed by law upon any other person or any judgment against the person or to reimburse directly, or indirectly, any person by whom the fine, penalty or judgment has been paid, except in settlement of its own liability …

(a) It is unlawful for any person to use the terms “safe deposit,” “safety deposit,” or other words deceptively similar, in connection with the rental of storage space, or in the title or name under that business is done, except:(1) A person subject to the jurisdiction of the dep…

(a) (1) (A) It is unlawful for any person, firm or corporation, other than those defined in § 45-1-103, to use or employ in any manner the terms bank, banks, or banking in connection with the carrying on or operation of business in this state; provided, that this section shall ha…

(a) If the department notifies a bank of an examination, a department employee who, before the notification of the visitation, gives notice or information to any officer or agent or employee of a bank as to when a bank will be visited for examination commits a criminal offense. (…

Any employee of the department who makes a report on oath, as to the result of any examination made by the employee, that is knowingly and willfully false, commits a Class C misdemeanor.

Any person who willfully and corruptly swears or affirms falsely when being examined under oath by any bank examiner or the commissioner in regard to any material matter or thing commits a Class C misdemeanor.

Any bank examiner or commissioner who knowingly and willfully discloses the condition and affairs of any bank ascertained by an examination as examiner of the bank, or who knowingly and willfully, except to the extent as authorized by this chapter and chapter 1 of this title, rep…

(1) Any director of a bank commits a Class B misdemeanor who concurs in any vote or act of the directors of the bank by which it is intended to:(1) Make a dividend except from the surplus profits arising from the business of the bank;(2) Divide, withdraw or in any manner pay to t…

Any officer or director of a bank who knowingly and willfully issues, participates in issuing, or concurs in a vote to issue, any increase of its capital stock beyond the amount of the capital stock thereof duly authorized by or in pursuance of law, or who knowingly and willfully…

(a) Any director, officer, or employee of any bank commits a Class C misdemeanor who:(1) Knowingly receives or possesses any of the bank's property, otherwise than in payment for a just demand, or with intent to defraud, and omits to make, or causes the omission of, a full and tr…

(a) It is the duty of the commissioner to submit to the district attorneys general for the respective counties of the state any criminal violation of the banking laws known by the commissioner to have occurred in the county. The commissioner shall also report the violation to the…

(a) Except as otherwise specifically provided in this chapter and chapter 1, any person responsible for an act or omission expressly declared to be a criminal offense by this chapter and chapter 1 of this title commits:(1) A Class C misdemeanor; or(2) If the act or omission was i…

Whenever a violation of this chapter and chapter 1 of this title by a bank or an officer, director or employee thereof is threatened or impending and will cause substantial injury to the institution or to the depositors, or stockholders thereof, a court of competent jurisdiction …

(a) It is unlawful for any entity to make, publish, disseminate, circulate, or place before the public, or cause, directly or indirectly, to be made, published, disseminated, circulated or placed before the public, in a newspaper, magazine or other publication, or in the form of …

(a) It is the intention of the general assembly both to broaden the permissible activities available to state chartered banks and to ensure the soundness of the state's banking system by protecting depositors. (b) It is further the intention of the general assembly to provide for…

(1) An authorized state bank, directly or indirectly through a subsidiary, may:(1) Provide portfolio investment advice to customers;(2) Serve as investment advisor to investment companies, including, but not limited to, open-end and closed-end mutual funds, private investment com…

(a) The commissioner of financial institutions shall adopt regulations, for the protection of depositors, that state banks, or any class of state banks determined by the commissioner to be appropriate, are required to apply to and receive approval of the commissioner before engag…

(1) The commissioner of financial institutions, in adopting regulations pursuant to § 45-2-1803, shall:(1) Determine the appropriate level of capital or assets required for a bank to engage directly in an activity permitted in § 45-2-1802;(2) Determine whether the risk to deposit…

(a) The lending limit provisions of § 45-2-1102 shall apply to extensions of credit by a state bank to any subsidiary engaging in one (1) or more of the activities permitted in § 45-2-1802, and the sale and purchase of classified loans or loan participations restrictions of § 45-…

Any state bank or state bank subsidiary that acts as an investment advisor to any mutual fund shall register as an investment advisor with the United States securities and exchange commission and with the department of commerce and insurance. For purposes of this section, a bank …