piers109uk/MN-Statutes huggingface dataset:
46.05 SUPERVISION OVER FINANCIAL INSTITUTIONS.
Every state bank, savings bank, trust company, savings association, debt management services provider, debt settlement services provider, and other financial institutions shall be at all times under the supervision and subject to the control of the commissioner of commerce. If, and whenever in the performance of duties, the commissioner finds it necessary to make a special investigation of any financial institution under the commissioner's supervision, and other than a complete examination, the commissioner shall make a charge therefor to include only the necessary costs thereof. Such a fee shall be payable to the commissioner on the commissioner's making a request for payment.
46.06 REFUSAL TO OBEY DIRECTIONS OF COMMISSIONER.
Every person who shall refuse or neglect to obey any lawful direction or order of the commissioner of commerce; withhold any information, book, record, paper or other thing called for by the commissioner for the purpose of examination and ascertaining the true condition of the corporation; willfully obstruct or mislead the commissioner in the execution of duties, or falsely swear concerning any matter stated under oath, shall be guilty of a felony; the minimum penalty thereof shall be a fine of $3,000, or imprisonment in the Minnesota Correctional Facility-Stillwater for one year.
46.08 EMPLOYEES.
The commissioner of commerce may appoint an assistant commissioner and such examiners, assistant examiners, stenographers, and such other employees as may be necessary to carry out the duties and responsibilities entrusted, subject to such rules as may be established by civil service with regard to qualifications and general fitness. During the absence or disability of the commissioner of commerce said assistant commissioner shall have charge of the office and administer its affairs. Such examiners shall confine their work to those institutions which are subject to the supervision of the commissioner of commerce and may be transferred from one supervisory district to another at the option of said commissioner when it shall appear that the interest of the Department of Commerce shall be better served by so doing.
The commissioner of commerce may appoint an examiner in charge of liquidation and such special deputy examiners and other employees as are needed in the liquidation of banks. The certificates of appointment of the examiner in charge of liquidation, and of such special deputy examiners shall be filed in the office of the commissioner of commerce and a certified copy thereof shall be filed in the Office of the Secretary of State and in the office of the court administrator of the district court of the county in which the principal office of the bank concerned was located. The qualifications of such examiner in charge of liquidation and special deputy examiners shall be the same as prescribed in subdivision 1 for examiners. The commissioner of commerce may from time to time authorize any such special deputy examiner to perform such duties connected with such liquidation and distribution as the commissioner may deem proper. The commissioner of commerce shall require from the examiner in charge of liquidation and each special deputy examiner such bond for the faithful discharge of duties as the commissioner may deem proper. The commissioner of commerce may procure such expert assistance as may be necessary in the liquidation and distribution of the assets of such bank and may retain such of its officers or employees as the commissioner may deem necessary.
No examiner shall have the right to examine any bank, savings bank or other financial corporation in which the examiner may have an interest, either directly or indirectly.
46.07 RECORDS.
The commissioner of commerce shall keep all proper records and files pertaining to the duties and work of that office.
The commissioner shall divulge facts and information obtained in the course of examining financial institutions under the commissioner's supervision only when and to the extent required or permitted by law to report upon or take special action regarding the affairs of an institution, or ordered by a court of law to testify or produce evidence in a civil or criminal proceeding, except that the commissioner may furnish information as to matters of mutual interest to an official or examiner of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Office of Thrift Supervision, the Federal Home Loan Bank System, the National Credit Union Administration, comptroller of the currency, other state bank supervisory agencies subject to cooperative agreements authorized by section 49.411, subdivision 7, the United States Small Business Administration, for purposes of sections 53.09, subdivision 2a, and 56.10, subdivision 1, or state and federal law enforcement agencies. The commissioner shall not be required to disclose the name of a debtor of a financial institution under the commissioner's supervision, or anything relative to the private accounts, ownership, or transactions of an institution, or any fact obtained in the course of an examination thereof, except as herein provided. For purposes of this subdivision, a subpoena is not an order of a court of law. These records are classified confidential or protected nonpublic for purposes of the Minnesota Government Data Practices Act and their destruction, as prescribed in section 46.21, is exempt from the provisions of chapter 138 and Laws 1971, chapter 529, so far as their deposit with the state archives.
Notwithstanding the provisions of subdivision 2 to the contrary, data gathered and maintained in relation to a complaint filed with the commissioner is private or nonpublic pursuant to the Minnesota Government Data Practices Act.
46.09 DEPARTMENT OF COMMERCE EXAMINERS OR EMPLOYEES NOT TO MAINTAIN INTEREST IN SUPERVISED INSTITUTIONS.
No person who is an examiner of financial institutions or other officer of the Department of Commerce directly responsible for the supervision of financial institutions shall be interested, either directly or indirectly, as a stockholder, director, officer, trustee, assignee, employee, or otherwise, in a bank, savings bank, trust company, financial institution, or corporation holding the stock of any such corporation within this state, or which carries on a banking business within this state, either directly or indirectly, or through an affiliated group or chain bank operating within this state. The provisions of this subdivision do not apply to the commissioner of commerce.
Officers and examiners of the Department of Commerce referred to in subdivision 1 may:
(1) maintain a demand or trust account in any financial institution;
(2) maintain a savings, time or share account in any financial institution;
(3) transact business with any national bank, federally chartered savings association or federally chartered credit union;
(4) transact business with any financial institution or licensee subject to the examination by the commissioner of commerce to the extent the transaction is on the same terms, conditions and to the same extent available to all other customers of the financial institution or licensee.
The exceptions created in subdivision 2 do not include a loan or advance of credit from a financial institution or licensee subject to examination by the commissioner of commerce. A transaction not specifically exempt by subdivision 2, clauses (1) to (3), is subject to disclosure to the commissioner of commerce upon request to determine if a conflict of interest exists or interest contemplated by subdivision 1.
This section applies to those employees, examiners, and officers of the Department of Commerce who are directly responsible for the examination and supervision of financial institutions or licensees.
46.10 PENALTY FOR VIOLATION.
Any person violating the provisions of section 46.09 shall be disqualified from holding any office or employment in the Department of Commerce and shall be removed from such office or employment by the commissioner of commerce immediately upon knowledge of the violation.
46.11 EXAMINERS' DISTRICTS.
For the purpose of the better administration of the department, the commissioner of commerce shall divide the counties of the state into as many districts for the purpose of supervision as may be practical, taking into consideration the volume of work represented and the number of examiners or assistants available, and shall also designate the district in which each of the examiners or assistants appointed under the provisions of section 46.08 shall make examinations. In arranging the districts, the commissioner of commerce shall also consider the matter of convenience and economy as much as possible in covering the same by examiners.
46.12 REPORTS OF EXAMINERS.
Each examiner appointed under Laws 1909, chapter 201, as amended, shall make report to the commissioner of commerce immediately after the completion of an examination of the actual financial condition of the institution examined, with such recommendations and suggestions as the examiner may deem advisable.
46.14 EXAMINERS' POWERS ENLARGED.
The examiner in charge of liquidation in the Department of Commerce is hereby authorized to sign the name of the commissioner of commerce and to act for the commissioner in all matters connected with the liquidation of insolvent corporations under the supervision and control of the commissioner of commerce, with the same force and effect as though the commissioner had signed or acted; provided, that the examiner shall have no authority to order an assessment against the stockholders of an insolvent state bank or trust company under the provisions of Laws 1927, chapter 254, as amended.
46.17 SALARY OF EXAMINER IN CHARGE OF LIQUIDATION.
The commissioner of commerce shall fix the salary of the examiner in charge of liquidation appointed by the commissioner, but not to exceed the salary of a bank examiner in the classified service of the state and the same shall be paid out of the funds of banks in the hands of the commissioner of commerce for liquidation.
46.21 DESTRUCTION OF CERTAIN RECORDS.
After ten years, the commissioner of commerce may dispose of any examination report, call report of the condition of state banks, earnings and dividend report, oath of office of director, examining committee report, or any correspondence with reference to any examination report. After a period of two years the commissioner of commerce need not retain the examiner's original pencil copy of any examination report.
At any time after ten years from the date of payment of the final dividend in liquidation, the commissioner of commerce may destroy the records, documents, or correspondence of any financial corporation of which the commissioner has taken possession or any records, documents, or correspondence relating to liquidation of any financial corporation which has been liquidated.
84.0262 RURAL CREDIT RECORDS.
The commissioner of natural resources shall have charge of the records of the former Department of Rural Credit and shall provide the public with appropriate access to and copies of the records.
84.0263 ISSUING QUITCLAIM DEEDS.
The commissioner of natural resources is empowered to issue quitclaim deeds in connection with loans made by the now defunct Department of Rural Credit, a former state agency. The commissioner shall issue the quitclaim deeds upon reasonable evidence the state of Minnesota no longer has a valid claim of title to the property involved. No fee shall be charged for the issuance of a quitclaim deed.
46.29 BOARD OF DIRECTORS OR TRUSTEES, LACK OF QUORUM, TEMPORARY DIRECTORS OR TRUSTEES.
If at any time because of the suspension or removal of one or more directors or trustees pursuant to sections 46.23 to 46.33, the board of directors or trustees of an institution has less than a quorum of directors or trustees not so suspended or removed, all powers and functions vested in, or exercisable by, the board shall vest in and be exercisable by the directors or trustees of the board not so suspended or removed until such time as there is a quorum of the board of directors or trustees. If all of the directors or trustees of an institution have been suspended or removed, the commissioner shall appoint persons to serve temporarily as directors or trustees, pending the termination of the suspensions or removals, or until such time as their successors are duly elected and take office.
46.23 UNSAFE PRACTICES; DEFINITIONS.
For purposes of sections 46.23 to 46.33, the following terms shall have the meanings here given them.
"Cease and desist order which has become final" and "order which has become final" mean a cease and desist order, or an order issued by the commissioner with the consent of the institution or the director, trustee, officer, or other person concerned, with respect to which no timely petition for review of the action of the commissioner has been filed in a district court as specified in section 46.30, subdivision 2, or with respect to which the action of the court in which a petition for review has been filed is not subject to further review by the courts of the state.
"Commissioner" means the commissioner of commerce.
"Institution" means a bank, savings bank, savings association, trust company, credit union, industrial loan and thrift company, small loan company, safe deposit company, investment company, debt prorating agency, insurance premium finance company, or motor vehicle retail installment sales finance company subject to the supervision of the commissioner.
"Violation" includes without limitation any action, alone or with others, toward causing, bringing about, participating in, counseling, or aiding or abetting a violation.
46.30 HEARINGS, DECISION; REVIEW, MODIFICATION, TERMINATION OR STAY OF ORDERS.
Any hearing provided for in sections 46.23 to 46.33 shall be conducted in accordance with the provisions of chapter 14, provided, the hearing shall be private unless the commissioner after fully considering the views of the party afforded the hearing determines that a public hearing is necessary to protect the public interest. After the hearing and within 90 days after the commissioner has notified the parties that the case has been submitted for final decision, the commissioner shall render a decision which shall include findings of fact upon which the decision is predicated and shall issue and serve upon each party to the proceeding an order consistent with the provisions of this section.
Any party to the hearing, or any person required by an order issued under sections 46.23 to 46.33 to cease and desist from any of the violations or practices stated therein or to be suspended, removed, or prohibited from participation in the conduct of the affairs of an institution may obtain a review of any order, other than a consent order, which review shall be pursuant to chapter 14. Unless a petition for review is timely filed as provided in chapter 14, the commissioner, at any time, upon such notice and in such manner as the commissioner deems proper may modify, terminate, or set aside the order. Upon the timely filing of a petition for review, the commissioner may modify, terminate, or set aside the order with the permission of the court.
No order issued under sections 46.23 to 46.33 shall be subject to review by the commissioner of commerce.
46.31 ENFORCEMENT OF NOTICES OR ORDERS.
The commissioner may apply to the district court of the county in which the home office of the institution is located or to the District Court for Ramsey County for the enforcement of any effective and outstanding notice or order issued under sections 46.23 to 46.33, and the court shall have jurisdiction to require compliance therewith.
46.32 VIOLATION OF NOTICE OR FINAL ORDER; CRIMINAL PENALTY.
Any director, trustee or officer, or former director, trustee or officer, of an institution or any other person against whom there is outstanding and effective any notice or final order served upon the director, trustee, officer, or other person pursuant to section 46.26 who (1) participates in any manner in the conduct of the affairs of such institution; (2) directly or indirectly solicits, procures, transfers, or attempts to transfer, votes, or attempts to vote any proxies, consents, or authorizations in respect to any voting rights in such institution; or (3) without the prior written approval of the commissioner, votes for a director or trustee or serves as a director, trustee, officer, or employee of such institution is guilty of a gross misdemeanor and may be fined not more than $10,000 or imprisoned for not more than 364 days, or both.
46.33 MANNER OF SERVICE; COPIES TO FEDERAL AUTHORITIES; CEASE AND DESIST ORDERS.
Any service required or authorized to be made by the commissioner pursuant to sections 46.23 to 46.33 may be made by registered or certified mail to the last known address of the person or principal Minnesota office of the institution to whom service is directed, or in such other manner reasonably calculated to give actual notice as the commissioner by rule or otherwise may provide. Copies of any notice or order served by the commissioner upon any institution or any director, trustee or officer thereof or other person participating in the conduct of its affairs, pursuant to the provisions of sections 46.23 to 46.33, may also be sent to the appropriate federal supervisory authorities.
46.34 CERTAIN SECURITIES DEPOSITED WITH THE COMMISSIONER OF MANAGEMENT AND BUDGET.
All securities required or permitted by law to be assigned to and deposited with the commissioner of commerce for any purpose must, after June 2, 1987, be assigned to and deposited with the commissioner of management and budget, who shall give a receipt therefor. This receipt must be filed with the commissioner, in lieu of the securities, and in this case neither the commissioner nor the commissioner's bonding agents are responsible for the safekeeping of these securities. The commissioner of management and budget shall perform all the duties with regard to the safekeeping of these securities which the commissioner is now required to perform. The commissioner of management and budget is subject to the same obligations and under the same liability, with reference to the safekeeping of these securities, as the commissioner. The commissioner of management and budget shall accept, release, surrender, and permit substitutions of securities assigned to and deposited with the commissioner of management and budget under the provisions of Laws 1923, chapter 155, upon order of the commissioner.
47.0153 CLOSINGS; POWERS OF OFFICERS.
When the officers of a financial institution are of the opinion that an emergency exists, or is impending, which affects, or may affect, a financial institution's offices, they shall have the authority, in the reasonable exercise of their discretion, to determine not to open any of its offices on any business day or, if having opened, to close an office during the continuation of the emergency, even if the commissioner does not issue a proclamation of emergency. The office closed shall remain closed until the time that the officers determine the emergency has ended, and for the further time reasonably necessary to reopen. No financial institution office shall remain closed for more than 48 consecutive hours in a Monday through Friday period, excluding other legal holidays, without the prior approval of the commissioner.
The officers of a financial institution may close the financial institution or one or more of the financial institution's offices on a day designated, by the President of the United States or the governor as a day of national mourning, rejoicing, or other special observance.
47.015 CLOSING ON CERTAIN DAYS.
As used in this section the term "financial institution" shall include banks, trust companies, banks and trust companies, savings banks, industrial loan and thrift companies having outstanding certificates of indebtedness for investment, savings associations, national banking associations, Federal Reserve banks, federal savings associations, and federal savings banks doing business in this state, and includes any branch or detached facility of any of them.
Any financial institution in the state may remain closed on any Monday next following a Sunday on which falls a holiday designated by any law of this state and on any Saturday next following a Friday holiday or preceding a Sunday or Monday holiday. Any such Saturday or any such Monday on which any financial institution remains closed is a holiday and not a business day with respect to that institution. Any act which by law or contract may be performed on any such Saturday or any such Monday, at, by, or with respect to any such financial institution remaining closed on such day may be performed on the next succeeding regular business day. No liability or loss of rights on the part of any person or financial institution shall result from such closing.
Any financial institution in the state may remain open for the transaction of business on any such Monday or on any holiday designated by any law of this state, and on any such day any financial institution in this state may accept, certify or pay checks, drafts or other instruments, may charge the same against the accounts of customers, and may receive payment of notes, drafts and other instruments, all to the same extent and with the same legal effect as if such day were a regular business day, but nothing herein contained shall affect the due date of any time instrument.
A financial institution may close for up to three hours on Good Friday. The financial institution shall post on its premises a written notice of the closing.
A financial institution may close at noon on December 24 or on December 31. The financial institution shall post on its premises a written notice of the closing.
46.35 INTERPRETATIONS.
The commissioner of commerce may upon request from an interested party give an interpretive opinion in connection with the administration of chapters 45 to 56. No penalty provision in these chapters or of any other chapter to which chapters 45 to 56 may refer applies to any act done or not done in conformity with a written interpretive opinion of the commissioner, notwithstanding that the written interpretive opinion may, after the act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
47.0154 NOTICE TO COMMISSIONER.
A financial institution closing an office or offices pursuant to the authority granted under section 47.0153, subdivision 1, shall give as prompt notice of its action, as conditions will permit and by any means available, to the commissioner.
47.01 DEFINITIONS.
Unless the language or context clearly indicates that a different meaning is intended, the following terms, for the purposes of this chapter, shall be given the meanings ascribed to them.
A bank is a corporation under public control, having a place of business where credits are opened by the deposit or collection of money and currency, subject to be paid or remitted upon draft, check, or order, and where money is advanced, loaned on stocks, bonds, bullion, bills of exchange, and promissory notes, and where the same are received for discount or sale; and all persons and copartnerships, respectively, so operating, are bankers. The term does not include a savings bank.
A savings bank is a corporation authorized to do business under chapter 50.
A trust company is a corporation under like control authorized, within prescribed limitations, to act as a safe deposit company, trustee or representative for or under any court, public or private corporation, or individual, and as surety or guarantor.
A savings association is a corporation under like control authorized to accumulate funds to be loaned to persons to assist them in acquiring homes and which is organized pursuant to the provisions of chapter 51A and includes savings associations of both mutual and stock organization.
47.0152 EMERGENCY CLOSINGS; POWER OF COMMISSIONER.
Whenever the commissioner is of the opinion that an emergency exists, or is impending, in the state or in a part of it, the commissioner may, by proclamation, authorize financial institutions located in the affected area to close any or all of their offices. In addition, if the commissioner is of the opinion that an emergency exists, or is impending, which affects, or may affect, a particular financial institution or a particular office of it, but not financial institutions located in the area generally, the commissioner may authorize the particular financial institution or office affected, to close or to temporarily relocate. The office closed shall remain closed until the commissioner proclaims that the emergency has ended, or until an earlier time when the officers of the financial institution determine that an office, closed because of the emergency, should reopen, and, in either event, for the further time reasonably necessary to reopen. The provisions of section 47.101 shall be waived for a temporary location established due to an emergency.
47.0151 EMERGENCY SUSPENSION OF BUSINESS, DEFINITIONS.
For the purposes of sections 47.0151 to 47.0155, the terms defined in this section have the meanings given them, unless the context requires otherwise.
"Commissioner" means the commissioner of commerce.
"Financial institution" includes a bank, a savings bank, a trust company, any branch or agency of a foreign banking organization, a person or association of persons lawfully carrying on the business of banking, a savings association, and, so far as the provisions of sections 47.0151 to 47.0155 are consistent with federal law, national banks and federal savings associations, and includes any branch or detached facility of any of them.
"Officer" means the person designated by the board of directors, board of trustees, or other governing body of a financial institution, to act for the financial institution in carrying out the provisions of sections 47.0151 to 47.0155 or, in the absence of a designation or of the officer or officers designated, the president or any other officer currently in charge of the operations of the financial institution or of the office or offices in question.
"Office" means any place at which a financial institution transacts its business or conducts operations related to its business.
"Emergency" means any condition or occurrence which may interfere physically with the conduct of normal business operations at one or more or all of the offices of a financial institution and which poses an imminent or existing threat to the safety or security of persons or property, or both. An emergency includes but is not limited to fire; flood; earthquake; hurricane; wind, rain, or snow storms; labor disputes and strikes; power failures; transportation failures; interruption of communication facilities; shortages of fuel, housing, food, transportation or labor; robbery or attempted robbery; actual or threatened enemy attack; epidemics or other catastrophes, riots; civil commotions; and other acts of lawlessness or violence.
46A.02 SAFEGUARDING CUSTOMER INFORMATION; STANDARDS.
(a) A financial institution must develop, implement, and maintain a comprehensive information security program.
(b) The information security program must: (1) be written in one or more readily accessible parts; and (2) contain administrative, technical, and physical safeguards that are appropriate to the financial institution's size and complexity, the nature and scope of the financial institution's activities, and the sensitivity of any customer information at issue.
(c) The information security program must include the elements set forth in section 46A.03 and must be reasonably designed to achieve the objectives of this chapter, as established under subdivision 2.
The objectives of this chapter are to:
(1) ensure the security and confidentiality of customer information;
(2) protect against any anticipated threats or hazards to the security or integrity of customer information; and
(3) protect against unauthorized access to or use of customer information that might result in substantial harm or inconvenience to a customer.
47.0155 EFFECT OF CLOSING.
Any day on which a financial institution, or any of its offices, is closed during all or part of its normal business hours pursuant to sections 47.0151 to 47.0155 shall be, with respect to the financial institution or, if not all of its offices are closed, then with respect to the office which is closed, a legal holiday for all purposes with respect to any financial institution business of any character. No liability, or loss of rights of any kind, on the part of any financial institution, or director, officer, or employee thereof, shall accrue or result by virtue of any closing authorized by sections 47.0151 to 47.0155.
The provisions of sections 47.0151 to 47.0155 shall be construed and applied as being in addition to, and not in substitution for or limitation of, any other law of this state or of the United States, authorizing the closing of a financial institution or excusing the delay by a financial institution in the performance of its duties and obligations because of emergencies or conditions beyond the financial institution's control, or otherwise.
48.01 DEFINITIONS.
Unless the language or context clearly indicates that a different meaning is intended, the term defined in subdivision 2, for the purposes of sections 48.56 to 48.59, 48A.07, and 48A.08, has that meaning; and the term defined in subdivision 3, for the purposes of this chapter, has that meaning.
The term "banking institution" means any bank, trust company, bank and trust company, or savings bank which is now or may hereafter be organized under the laws of this state. For purposes of sections 48A.07, 48A.08, and 501C.0901, subdivision 10, and to the extent permitted by federal law, "banking institution" includes any national banking association or affiliate exercising trust powers in this state.
"Commissioner" means the commissioner of commerce of the state of Minnesota.
48.02 CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL.
(a) The capital and surplus of every state bank hereafter organized shall be at least $250,000. The capital stock of a state bank must be divided into shares of not less than $1. In addition thereto undivided profits shall be provided for in such an amount as the commissioner shall determine to be adequate under the circumstances to avoid any possible impairment of capital and surplus. The total of these outlays shall be known as capital funds, and payment thereof shall be made in full, in cash or authorized securities, deposited in an approved custodial bank, and certified to the commissioner, under oath of the president, and cashier or other chief financial officer, as well as the custodial bank, before the proposed state bank shall be authorized to commence business. The capital funds of a proposed bank shall not be less than a total amount which the commissioner considers necessary, having in mind the deposit potential for such a proposed bank and current banking industry standards of capital adequacy.
(b) The directors of a state bank may issue shares of its unissued, authorized capital stock and may fix the amount of money or the actual value of the consideration for which the stock is issued.
48A.02 APPLICATION FOR STATE TRUST COMPANY CHARTER.
An application for a trust company charter must be in the form prescribed by the commissioner. The procedure in sections 46.041 to 46.045 apply, except for the conditions in section 46.044, subdivision 1, clauses (1) to (6).
The commissioner shall grant an application for a trust company charter if:
(1) the applicants are of good moral character and financial integrity;
(2) there is reasonable public demand for this trust company in this location that:
(i) considers the needs of the community for trust service of the kind applied for and the probable volume of trust business available to the applicant; and
(ii) the probable volume of business in this location is sufficient to ensure and maintain the solvency of the new trust company and the solvency of the existing trust company or trust companies in the locality;
(3) the commissioner is satisfied the proposed trust company will be properly and safely managed considering:
(i) the general character and ability of the proposed management;
(ii) the nature of the supervision to be given to the proposed trust activities, including the qualifications and experience of the members of the proposed trust investment committee;
(iii) the qualifications, experience, and character of the proposed executive officer or officers of the trust company; and
(iv) whether the trust company will have available competent legal counsel to advise and pass upon trust matters whenever necessary;
(4) the commissioner is satisfied that the capital funds are available and the commissioner may accept any reasonable demonstration including subscription agreements supported by current financial statements; and
(5) any other facts and circumstances that the commissioner considers proper.
The commissioner shall deny an application that does not satisfy the requirements of this subdivision.
47.0156 CLOSING EFFECTING A PERMANENT CESSATION OF BUSINESS.
The permanent closing of a financial institution as defined in section 47.015 or 47.0151 for purposes, or with a result, other than authorized in sections 47.015 to 47.0155 is unlawful unless at least 60 days' written notice is given to the commissioner.
48.03 SHARES.
The president and cashier of any bank of discount and deposit shall at all times keep an accurate verified list of all its shareholders, with the amount of shares held by each, the dates of all transfers and names of transferees.
Except as provided in section 302A.425, no shareholder in any bank of discount and deposit or in any banking or trust corporation or association shall be personally liable for debts of such bank, corporation or association.
[Repealed, 2001 c 56 s 12]
The transfer of shares is not binding upon the company until it is regularly entered on the books of the company to show the names of the persons by and to whom transferred, the number or other designation of the shares, and the date of the transfer. The books of the company must be kept to show intelligibly the original shareholders, their respective interests, the amount which has been paid in on their shares, and all transfers of the shares.
[Repealed, 1992 c 587 art 1 s 31]
The directors must cause accurate and complete records to be kept of all corporate proceedings and of all shares subscribed, transferred, canceled, or retired and proper books, accounts, files, and records of all other business transacted.
[Repealed, 1992 c 587 art 1 s 31]
47.016 DISPOSITION OF CREDIT INSURANCE INCOME.
(a) For the purpose of this section, the following terms have the meanings given them.
(b) "Credit insurance" means credit life, accident and health insurance, and credit involuntary unemployment insurance as defined in section 62B.02.
(c) "Officer," "director," "employee," and "shareholder" include the spouse and minor children of the officer, director, employee, or shareholder.
(d) "Interest" includes ownership through a spouse or minor children; ownership through a broker, nominee, or agent; and ownership through a corporation, partnership, association, joint venture, or proprietorship.
(e) "Financial institution" means any person who lends money and sells credit insurance to the borrower.
This section applies to sales of credit insurance by employees, officers, directors, and shareholders of a financial institution and by corporations, partnerships, associations, and other entities in which these persons have an interest. The purposes of this section are (1) to prohibit employees, officers, directors, members, and shareholders of financial institutions from benefiting personally on the sale of credit insurance to loan customers and (2) to encourage marketing of credit insurance through the use of financial facilities only under arrangements which assure that employees, officers, directors, and shareholders do not receive benefits not shared with all stockholders or members of the financial institution.
No employee, officer, director, or shareholder of a financial institution, nor a corporation, partnership, association, or other entity in which these persons have an interest, may retain commissions or other income from the sale of credit insurance in connection with a loan made by the financial institution. All such income received by these persons or by a corporation, partnership, association, or other entity in which these persons have an interest, must be turned over to the financial institution. Nothing in this section prohibits a financial institution from receiving the income directly in the form of commissions or as compensation for use of its premises, personnel, and good will.
48.032 PREEMPTIVE RIGHTS.
(a) Unless otherwise denied or limited in the certificate of incorporation or by the board pursuant to section 302A.401, subdivision 2, paragraph (b), a shareholder of a banking institution has the preemptive rights provided in section 302A.413.
(b) If preemptive rights are denied or limited pursuant to paragraph (a) after a shareholder has acquired shares, the shareholder has the rights of a dissenting shareholder under paragraph (c).
(c) A shareholder may dissent from and obtain payment for the value of the shareholder's shares in the event that preemptive rights are denied or limited pursuant to paragraph (a) by objecting to the action and demanding payment for the shareholder's shares at a meeting of the shareholders held on the action or within 20 days after the meeting. If the denial or limitation of preemptive rights takes effect at any time after this demand, the shareholder may, at any time within 60 days after the demand, apply to the district court in the county of the banking institution's principal place of business for the appointment of three persons to appraise the value of that person's shares. The court shall appoint the appraisers and designate the time and the place of their first meeting, give directions with regard to their proceedings the court considers proper, and direct the time and manner in which payment must be made of the value of that person's shares to the shareholder. The appraisers shall meet at the time and place designated, after being duly sworn to discharge their duties honestly and faithfully, make and certify a written estimate of the value of the stock at the time of the appraisal, and deliver one copy to the banking institution and another to the shareholder. The shareholder and the banking institution shall each pay one-half of the charges and expenses of the appraisers.
46A.04 EXCEPTIONS AND EXEMPTIONS.
(a) The requirements under section 46A.03, subdivisions 3; 5, paragraph (a); 9; and 10, do not apply to financial institutions that maintain customer information concerning fewer than 5,000 consumers.
(b) This chapter does not apply to credit unions or federally insured depository institutions.
48A.04 CERTAIN TRUST COMPANIES MAY ASSUME POWERS OF STATE BANKS.
Upon complying with the terms of this section, a trust company organized under section 47.12 has all the powers and privileges of a state bank not otherwise granted to trust companies and is subject to and must comply with all the laws of this state applicable to state banks.
In considering the application of a trust company to assume the powers of a state bank, the department shall proceed in the same manner and be governed by the same laws that are applicable to applications for charters for new state banks.
In order to exercise the powers granted under this subdivision, the trust company shall amend its certificate of incorporation to include the additional powers of a state banking corporation. This amendment may include the change of the corporate name of the trust company. The trust company shall display in its place of business the certificate of the authorization issued by the commissioner of commerce.
Amendments to the certificate of incorporation must be made under section 47.171. Before becoming effective, these amendments must be approved by the department and the approval must be endorsed upon the certificate of amendment.
No trust company of this state shall conduct a banking business, as defined in section 47.02, exercising deposit taking powers, without complying with the reserve requirements of section 48.221.
47.02 "BANK" AND "SAVINGS BANK."
A "bank" is a corporation having a place of business in this state, where credits are opened by the deposit of money or currency, or the collection of the same, subject to be paid or remitted on draft, check, or order; and where money is loaned or advanced on stocks, bonds, bullion, bills of exchange, or promissory notes, and where the same are received for discount or sale. A "savings bank" is a corporation authorized to do business under chapter 50. Every "bank" or "savings bank" in this state shall at all times be under the supervision and subject to the control of the commissioner of commerce, and when so conducted the business shall be known as "banking."
46A.05 ALTERATION OF FEDERAL REGULATION.
(a) If an amendment to Code of Federal Regulations, title 16, part 314, results in a complete lack of federal regulations in the area, the version of the state requirements in effect at the time of the amendment remain in effect for two years from the date the amendment becomes effective.
(b) During the time period under paragraph (a), the department must adopt replacement administrative rules as necessary and appropriate.
48.033 STATE BANKS, LIABILITY OF SHAREHOLDERS.
Notwithstanding sections 48.03 and 49.24, any shareholder of a state bank whose deposits are not insured by the Federal Deposit Insurance Corporation, shall be personally liable for the debts of said bank to the extent of the par value of the shares held by the shareholder.
48A.05 NATIONAL ASSOCIATIONS; POWERS.
The commissioner of commerce may authorize trust companies organized under the laws of this state to engage in trust activity in which banks exercising trust powers subject to the jurisdiction of the federal government may be authorized to engage. The commissioner may not authorize trust companies to engage in an activity prohibited by the laws of this state.
47.03 USE OF CERTAIN WORDS PERMITTED.
No individual, partnership, unincorporated association, or corporation, except as specifically authorized by the laws of this state, who does not hold an effective certificate of authority, issued by the commissioner of commerce, to engage in the business of banking and is not subject to and complying with all the provisions of law relating to banks shall engage in such business, or make use of the words "bank," "banker," or "banking," or any derivative or compound of any such words, or any word or words in a foreign language having the same or a similar meaning, in its business name or in any sign, symbol, token, letterhead, circular, advertisement, or any other written or printed matter, in such manner as might indicate to any person that such individual, partnership, unincorporated association, or corporation is authorized to engage in the business of banking. This subdivision shall not apply to any holding company affiliate or affiliate as defined in the Act of Congress, known as the Banking Act of 1933, nor to any insurance company authorized to engage in the insurance business in the state of Minnesota.
Every individual, partnership, unincorporated association, or corporation which shall violate any of the provisions of this section shall forfeit to the state the sum of not to exceed $100 for each day the violation shall continue, as determined by the court, to be recovered in a civil action to be brought by the attorney general in the name of the state at the request of the commissioner of commerce, and may be enjoined from any further violation in an action brought in the name of the state for that purpose.
46A.06 NOTIFICATION EVENT.
(a) Upon discovering a notification event as described in subdivision 2, if the notification event involves the information of at least 500 consumers, a financial institution must notify the commissioner without undue delay, but no later than 45 days after the date the event is discovered. The notice must be made (1) in a format specified by the commissioner, and (2) electronically on a form located on the department's website.
(b) The notice must include:
(1) the name and contact information of the reporting financial institution;
(2) a description of the types of information involved in the notification event;
(3) if possible to determine, the date or date range of the notification event;
(4) the number of consumers affected or potentially affected by the notification event;
(5) a general description of the notification event; and
(6) a statement (i) disclosing whether a law enforcement official has provided the financial institution with a written determination indicating that providing notice to the public regarding the breach would impede a criminal investigation or cause damage to national security, and (ii) if a written determination described under item (i) was provided to the financial institution, providing contact information that enables the commissioner to contact the law enforcement official. A law enforcement official may request an initial delay of up to 45 days following the date that notice was provided to the commissioner. The delay may be extended for an additional period of up to 60 days if the law enforcement official seeks an extension in writing. An additional delay may be permitted only if the commissioner determines that public disclosure of a security event continues to impede a criminal investigation or cause damage to national security.
A notification event must be treated as discovered on the first day when the event is known to a financial institution. A financial institution is deemed to have knowledge of a notification event if the event is known to any person, other than the person committing the breach, who is the financial institution's employee, officer, or other agent.
48A.06 PROHIBITED DEALINGS AND INDEBTEDNESS.
(a) A trust company shall not engage in banking, mercantile, manufacturing, or other business, unless this business is expressly authorized in this chapter.
(b) A trust company shall not lend its funds, money, capital, trust funds, or other property to a director, officer, agent, or employee.
(c) A director, officer, agent, or employee of a trust company shall not become indebted to it by means of an overdraft, promissory note, account, endorsement, guaranty, or any other contract. A director, officer, agent, or employee who violates this paragraph is guilty of theft of the amount of the indebtedness from the time of its creation.
48.04 INCREASE AND REDUCTION OF CAPITAL.
No increase or reduction of the capital of any banking institution shall be valid until the entire new capital has been paid in cash, and certified to the commissioner under oath of the president, vice-president, or cashier. The commissioner shall thereupon issue a certificate of that fact and of approval thereof. No reduction of the surplus of any banking institution shall be valid until such reduction has been approved by the commissioner of commerce. No reduction shall affect the liability of any shareholder for any indebtedness incurred prior thereto.
For purposes of this section, directors have the authority granted under section 48.02, paragraph (b).
46A.07 COMMISSIONER'S POWERS.
(a) The commissioner has the power to examine and investigate the affairs of any covered financial institution to determine whether the financial institution has been or is engaged in any conduct that violates this chapter. This power is in addition to the powers granted to the commissioner under section 46.01.
(b) If the commissioner has reason to believe that a financial institution has been or is engaged in conduct in Minnesota that violates this chapter, the commissioner may take action necessary or appropriate to enforce this chapter.
48.05 CAPITAL NOT TO BE WITHDRAWN; DIVIDENDS.
No portion of the capital or surplus of any banking institution shall ever be withdrawn by any person or in any way, either in dividends or otherwise, except upon reduction as provided by law. No dividend on common stock shall be made except as provided in section 48.09.