Title 45, Banks And Financial Institutions

(a) The incorporators shall file with the commissioner a notice of their intention to organize a corporation seeking authority to become a state bank, signed by each of the incorporators. The notice shall state the following and other information that the commissioner may require…

(a) Organizational expenses shall not be paid from capital or surplus funds of the bank without the prior written consent of the commissioner. (b) (1) Prior to filing the notice of intent, the incorporators shall subscribe for shares of the corporation seeking to conduct banking …

(a) After the incorporators have received notification from the commissioner that the notice of intention and other accompanying documents are approved as to form, the incorporators or, after the charter has been filed, the corporation seeking authority to conduct banking busines…

(a) When an application for a charter has been filed with the commissioner, the commissioner shall make or cause to be made a careful investigation and examination relative to the following:(1) The character, reputation and financial standing of the organizers or incorporators an…

After the charter for a corporation seeking to conduct banking business in Tennessee has been filed with the secretary of state, the incorporators or, if directors have been initially appointed, the directors of the proposed state bank, may call for the payment of the subscriptio…

(a) A state bank shall have the capital structure that the commissioner deems adequate. The capital structure of an interim bank chartered pursuant to § 45-2-204(d) shall consist of amounts as determined by the commissioner and prescribed by rule or regulation. (b) The commission…

(a) Any bank, after obtaining the prior approval of the shareholders owning two-thirds (⅔) of the stock of the bank entitled to vote and after obtaining the prior approval of the commissioner, may issue and sell its convertible or nonconvertible capital notes or debentures. Capit…

(a) Parts 1, 2, 3, 4, 5, 7, 8, and 19 of this chapter do not apply to trust companies, except for §§ 45-2-104, 45-2-105, 45-2-208, 45-2-211, 45-2-215(b), 45-2-217, 45-2-218, 45-2-219, 45-2-220, 45-2-402(d) and (e), 45-2-404 and 45-2-405, and as otherwise provided in this part or …

(a) Any number of persons may act as incorporators or organizers of a state trust company. (b) Subject to this chapter, a state trust company shall be organized as a corporation under the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27, or a limited liabi…

(a) The application for charter shall be filed with the commissioner, in the form the commissioner prescribes, containing the following information:(1) The name, residence and occupation of each incorporator or organizer, or of each individual controlling any entity acting as an …

(a) Within ninety (90) days after the filing of a complete application for charter, the commissioner shall investigate and examine the application to determine whether:(1) The character, reputation and financial standing of the incorporators or organizers is such to establish tha…

After the trust company charter or articles of organization have been issued by the commissioner, the incorporators, or, if directors have been initially appointed, the directors of the proposed state trust company, may call for the payment of the subscriptions. The subscriptions…

(a) In order to obtain a certificate of authority to begin acting as a fiduciary in this state, the applicant shall file an application for a certificate of authority, containing:(1) Evidence that capital and surplus have been fully paid in;(2) The name and address of each invest…

(a) No state trust company shall be organized with capital of less than five hundred thousand dollars ($500,000), or such greater amount as may be required by the commissioner after considering the factors in this section. (b) The commissioner may at any time prescribe a capital …

(a) The business and affairs of a state trust company organized as a corporation shall be managed under a board of directors consisting of a minimum of five (5) and a maximum of twenty-five (25) members, as specified in the charter or bylaws. A trust company organized as a limite…

Section 45-2-103(a), including the requirement to file an application and receive the prior approval of the commissioner, shall apply to a change of control in a state trust company or a controlling person of a state trust company. In the case of a change of control in a controll…

A state bank may provide for indemnification of its officers, directors or employees as provided in the Tennessee Business Corporation Act, compiled in title 48, chs. 11-27.

(1) After the applicant has received notification from the commissioner that the application for charter has been approved and subscription proceeds have been accepted and collected for at least the minimum capital of the proposed state bank as required by the commissioner, the p…

(a) If the application for a certificate of authority or any accompanying documents do not comply with the requirements of this chapter and chapter 1 of this title, the commissioner shall, within ten (10) business days after the receipt thereof, return them to the incorporators, …

(1) The commissioner shall approve or deny the application for a certificate of authority within thirty (30) days after the application has been filed. The commissioner shall approve the application if:(1) The capital and surplus have been fully paid in cash;(2) Appropriate bylaw…

(a) If the commissioner approves the application, the commissioner shall promptly issue a certificate of authority and mail the same to the incorporators. If the commissioner denies the application, the commissioner shall promptly mail a notice of the denial to the incorporators,…

If no application for a certificate of authority is filed within six (6) months following the grant of a charter or any additional period allowed by the commissioner, or if a certificate of authority has been finally denied, or if the bank fails to commence business within six (6…

It is a criminal offense against this chapter and chapter 1 of this title for a state bank to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to do business before receiving a certificate of authority to operate.

(a) A state bank shall apply to the commissioner to amend its charter or to change its location or the location of any of its branches. The change of location shall be consistent with § 45-2-614. (b) An application for an amendment of the charter shall be authorized by the vote o…

(1) Any charter issued under this chapter shall be null and void if an institution that is chartered and commences business ceases to conduct business and no business is conducted for a period of two (2) years. For the purposes of this section, “business” means:(1) Receiving depo…

(a) Subject to the requirements and restrictions of this chapter, including, but not limited to, deposit insurance requirements where applicable, a bank or trust company may organize as a limited liability company pursuant to title 48, chapters 201-249. (b) The department shall h…

This part is known and may be cited as the “Second Amendment Financial Privacy Act.”

(1) As used in this part:(1) “Assign” or “assignment” means a financial institution's policy, process, or practice that labels, links, or otherwise associates a firearms code with a merchant or a payment card transaction in a manner that allows the financial institution or anothe…

(a) Except for those records kept during the regular course of a criminal investigation and prosecution, or as otherwise required by law, a government entity, or an official, employee, or agent of a governmental entity, shall not knowingly keep or cause to be kept any list, recor…

(a) The attorney general and reporter shall investigate allegations that an individual or entity, including a government entity, has violated § 45-2-2203 and, upon finding a violation, provide written notice to the individual or entity believed to have committed the violation. Th…

The bank may not vote shares that it holds in any capacity other than as fiduciary.

(a) In addition to any provisions permitted or required by this chapter and the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27, the charter of a bank may include all, but not less than all, of the following:(1) The bank shall not disclose the name, addre…

(a) No shares deposited under a voting trust agreement shall be voted by the trustees unless the agreement has been approved by the commissioner. (b) Approval shall be withheld, or if previously granted, revoked whenever it appears that the existence of the trust would tend to re…

Stockholders in banking institutions doing a general banking business in this state pursuant to charters granted under authority of Acts 1909, ch. 54, §§ 1-4 (compiled as §§ 3892-3895, inclusive, of the Code of 1932, and repealed by Acts 1939, ch. 106), are relieved of the double…

(a) (1) The affairs of a state bank must be managed by a board of directors, which shall exercise its powers and be responsible for the discharge of its duties.(2) The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum of n…

(a) The board of directors shall meet at least quarterly. The commissioner, one-third (⅓) of the directors, or any two (2) executive officers may call a special meeting. A majority of the board shall constitute a quorum. The board shall keep minutes of each meeting, including a r…

(a) The directors of a state bank shall direct and require good and sufficient fidelity bonds on all active officers and employees, whether or not they draw salary or compensation, which bonds shall provide for indemnity to the bank on account of any losses sustained by it as the…

The board of directors of a state bank may not declare dividends in any calendar year that exceeds the total of its net income of that year combined with its retained net income of the preceding two (2) years without the prior approval of the commissioner.

(a) Notwithstanding any law to the contrary, any officer, director, or employee of any bank may serve in any capacity in state or local government, except in any capacity with the department, or on any board, commission, or other agency of the governmental unit; provided, that th…

(1) As used in this part, unless the context otherwise requires:(1) “Federal Reserve Act” includes the act of congress of the United States approved December 23, 1913, as amended;(2) “Federal reserve bank” means the federal reserve banks created and organized under the authority …

Any state bank has the power to subscribe to the capital stock and become a member of a federal reserve bank.

A state bank that is or that becomes a member of a federal reserve bank is by this part vested with all powers conferred upon member banks of the federal reserve banks by the terms of the Federal Reserve Act as fully and completely as if the powers were here specifically enumerat…

A compliance on the part of a bank with the reserve requirements of the Federal Reserve Act shall be held to be a full compliance with those laws of this state that require banks to maintain reserves, and the bank shall not be required to carry or maintain reserves other than tho…

The bank shall continue to be subject to the supervision and examinations required by the laws of this state, except that the federal reserve board shall have the right, if it deems necessary, to make examinations, and the authorities of this state having supervision over the ban…

(a) Subject to regulation by the commissioner and any restrictions expressly imposed by this chapter and chapter 1 of this title, any bank may enjoy any and all rights and may exercise any and all powers conferred upon banking corporations for profit by the Tennessee Business Cor…

(a) (1) Any bank may exercise any of its powers through the medium of a subsidiary corporation or corporations. Any and all rights conferred upon banks shall be fully applicable to the subsidiary corporations of banks. Banks shall not be permitted, however, through the use of sub…