reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1006 - Deposit of securities in federal reserve bank when acting as fiduciary authorized

(a)
(1)
Any bank or trust company, when acting as a fiduciary, or when holding securities as custodian for a fiduciary, is authorized to deposit, or arrange for the deposit of, with the federal reserve bank in its district, any securities, the principal of and interest on which the United States, or any department, agency or instrumentality thereof, has agreed to pay, has guaranteed to pay, or has guaranteed payment in the manner so as to be credited to one (1) or more accounts on the books of the federal reserve bank in the name of the bank or trust company, to be designated fiduciary or safekeeping accounts.
(2)
The bank or trust company so depositing securities with the federal reserve bank shall be subject to the rules and regulations with respect to the making and maintenance of the deposits that, in the case of state chartered institutions, the commissioner, and, in the case of national banking associations, the comptroller of the currency, may from time to time issue.
(3)
The records of the bank or trust company shall at all times show the ownership of the securities held in the account.
(4)
Ownership of, and other interest in, the securities credited to the account may be transferred by entries on the books of the federal reserve bank without physical delivery of any securities.
(5)
A bank or trust company acting as a custodian for a fiduciary shall, on demand by the fiduciary, certify in writing to the fiduciary the securities so deposited by the bank or trust company with the federal reserve bank for the account of the fiduciary.
(6)
A fiduciary shall, on demand by any party to its accounting or on demand by the attorney for the party, certify in writing to the party the securities deposited by the fiduciary with the federal reserve bank for its account as the fiduciary.
(b)
This section shall apply to all fiduciaries and custodians for fiduciaries, acting on May 3, 1973, or who thereafter may act, regardless of the date of the instrument or court order by which they are appointed.
Acts 1973, ch. 294, § 6; 1973, ch. 384, §§ 1, 2; T.C.A. § 45-447.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1007 - Deposit of securities in central depository

(a)
(1)
Notwithstanding any other provision of law, any bank or trust company holding securities as a fiduciary, cofiduciary, agent for a fiduciary or custodian pursuant to §
45-2-1003(a) and (b)
, is authorized to deposit or arrange for the deposit of the securities in a clearing corporation, as defined in §
47-8-102
.
(2)
When the securities are so deposited, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of the clearing corporation with any other securities deposited in the clearing corporation by any person, regardless of the ownership of the securities, and certificates of small denomination may be merged into one (1) or more certificates of larger denominations.
(3)
The records of the bank or trust company acting as a fiduciary, cofiduciary, agent for a fiduciary or custodian, shall at all times show the name of the party for whose account the securities are so deposited.
(4)
Title to the securities may be transferred by bookkeeping entry on the books of the clearing corporation without physical delivery of certificates representing the securities.
(5)
A bank or trust company so depositing securities pursuant to this section shall be subject to the rules and regulations as, in the case of state-chartered institutions, the commissioner and, in the case of national banking associations, the comptroller of the currency may from time to time issue.
(6)
A bank or trust company acting as agent for a fiduciary or custodian shall, on demand by the fiduciary, certify in writing to the fiduciary the securities so deposited by the bank or trust company in the clearing corporation for the account of the fiduciary.
(b)
This section shall apply to any bank or trust company holding securities as a fiduciary, cofiduciary, agent for a fiduciary or custodian acting on March 6, 1978, or who thereafter may act, regardless of the date, agreement, instrument, or court order by which it is appointed and regardless of whether or not the fiduciary, cofiduciary, agent for a fiduciary or custodian, owns capital stock of the clearing corporation.
Acts 1978, ch. 575, § 1; T.C.A., § 45-448.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1009 - Trust offices

(a)
No bank shall operate any trust office for the purpose of conducting a general banking business, including, but not limited to, receiving deposits, paying checks, making loans, or receiving or discounting bills and notes at any place where it is prohibited from establishing a branch bank for this purpose.
(b)
A bank at any trust office may receive money or other things of value, disburse funds, extend credit and otherwise perform all acts necessary or appropriate for it to carry out its obligations and duties as fiduciary if the activity is otherwise lawful.
Acts 1984, ch. 691, § 6.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1010 - Fiduciary activities of state trust institution

(a)
A state trust institution may act as a fiduciary in this or any other state or foreign country, subject to complying with applicable laws of the state or foreign country.
(b)
In addition, a state trust institution may conduct any activities at any office outside this state that are permissible for a trust institution chartered by the host state where the office is located, except to the extent the activities are expressly prohibited by the laws of this state or by any regulation or order of the commissioner applicable to the state trust institution; provided, that the commissioner may waive the prohibition if the commissioner determines that the involvement of out-of-state offices of state trust institutions in particular activities would not threaten the safety or soundness of the state trust institutions.
(c)
A state trust institution may:
(1)
Perform any act as a fiduciary at each trust office established under this title and at an authorized branch; and
(2)
Exercise any incidental power that is reasonably necessary to enable it to fully exercise commonly accepted fiduciary powers conferred in this chapter and chapter 1 of this title.
(d)
A state trust institution may exercise any other power authorized by this chapter and chapter 1 of this title, or any power authorized to federally chartered trust institutions whose purposes and powers are limited to fiduciary purposes and powers, subject to the commissioner's regulation for safety and soundness. A state trust institution may exercise any power authorized to trust institutions chartered by another state whose purposes and powers are limited to fiduciary purposes and powers, subject to the commissioner's regulation for safety and soundness.
Acts 1984, ch. 691, § 6; 1999 ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1011 - Fiduciary activities of out-of-state trust institution

An out-of-state trust institution that establishes and maintains one (1) or more offices in this state under this chapter may conduct any activity at each office that would be authorized under the laws of this state for a state trust institution to conduct at the office.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1012 - State trust company principal office

(a)
Each state trust company must have and continuously maintain a principal office in this state.
(b)
A state trust company shall apply to the commissioner to change its location or the location of any of its offices pursuant to §
45-2-218
.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1013 - Trust office

(a)
A state trust institution may establish or acquire and maintain trust offices anywhere in this state. Any prohibition on the acquisition of an institution that has not been in operation for at least three (3) years shall not apply to trust companies. A state trust institution desiring to establish or acquire and maintain an office shall file a written notice with the commissioner setting forth the name of the state trust institution, the location of the proposed additional office, furnish a copy of the resolution adopted by the board authorizing the additional office and pay the filing fee prescribed by the commissioner. If acquiring a trust office, the trust institution shall provide evidence that all fiduciary obligations and liabilities of the parties have been properly discharged or otherwise assumed.
(b)
The notificant may commence business at the additional office on the thirty-first day after the date the commissioner receives the notice, unless the commissioner specifies an earlier or later date.
(c)
The acquiring trust institution shall succeed by operation of law to all of the rights, privileges and obligations of the selling trust institution.
(d)
The thirty-day period of review may be extended by the commissioner on a determination that the written notice raises issues that require additional information or additional time for analysis. If the period of review is extended, the state trust institution may establish the additional office only on prior written approval by the commissioner.
(e)
The commissioner may deny approval of the additional office if the commissioner finds that the notificant lacks sufficient financial resources to undertake the proposed expansion without adversely affecting its safety or soundness or that the proposed office would be contrary to the public interest.
(f)
A state trust institution may also establish and maintain a new trust office or acquire and maintain an office outside of this state. In addition to the notice required to be provided in subsection (a), the trust institution must also provide evidence that the laws of the jurisdiction where the office is to be located permit an office, a copy of the authorizing board resolution and the filing fee, if any, prescribed by the commissioner. The process of review in subsections (b), (d) and (e) shall be applicable. The commissioner shall also consider the views of the appropriate bank supervisory agencies.
(g)
A state trust institution is not required to publish public notice in order to establish and maintain a new trust office.
Amended by 2023 Tenn. Acts, ch. 28, s 2, eff. 3/10/2023.
Acts 1999, ch. 112, § 10; 2003 , ch. 32, § 7.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1015 - Name of trust institution

A state trust company or out-of-state trust institution may use any name in connection with establishing an office in this state pursuant to this chapter, except that the commissioner may determine that a name proposed to be used is potentially misleading to the public and require the company or institution to select a name that is not potentially misleading.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1016 - Designation of trustee

Any person residing in this state may designate any trust institution to act as a fiduciary on behalf of the person.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1017 - Choice of law governing trust and fiduciary investments

Any trust institution that maintains a trust office in this state and its affected clients may designate as the state whose laws shall govern any written agreement between the trust institution and its client or any instrument under which the trust institution acts for a client and with respect to the fiduciary investment standards applicable to the agreements, either:
(1)
This state;
(2)
A state where affected clients reside; or
(3)
The state where the trust institution has its principal office.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1018 - Engaging in commerce prohibited

A state trust company may not invest its funds in trade or commerce by buying, selling, or otherwise dealing in goods or by owning or operating a business not related to its fiduciary business, except as necessary to fulfill a fiduciary obligation to a client.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1019 - Pledge of assets

(a)
A state trust company may not pledge or create a lien on any of its assets except:
(1)
To secure the repayment of money borrowed;
(2)
As specifically authorized or required by §
45-2-611
; or
(3)
By rules adopted under this chapter.
(b)
An act, deed, conveyance, pledge, or contract in violation of this section is void.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1020 - Merger authority

A state trust company may merge with another trust company or into a depository institution pursuant to the applicable provisions of part 13 of this chapter, or as otherwise permitted. However, any requirement that an institution must be in operation for three (3) years before engaging in a merger transaction shall not apply to trust companies. Mergers of state trust companies into a resulting out-of-state trust institution is permitted to the same extent that the other state's law permits Tennessee trust institutions to merge with trust companies of the other state. If a state trust company merges into an out-of-state trust institution, the resulting out-of-state trust institution may operate a trust office at the location of the state trust company pursuant to the notice requirements for the offices under this chapter, but the office shall not constitute a branch.
Acts 1999, ch. 112, § 10; 2003, ch. 32, § 9.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 10 - FIDUCIARY POWERS (§§ 45-2-1001 — 45-2-1021) › Section 45-2-1021 - Sale of assets

(a)
The board of a state trust company, with the commissioner's approval, may cause a state trust company to sell all or substantially all of its assets, including the right to control accounts established with the trust company, without shareholder approval if the commissioner finds the:
(1)
Interests of the state trust company's clients and creditors are jeopardized because of insolvency or imminent insolvency of the state trust company; and
(2)
Sale is in the best interest of the state trust company's clients and creditors.
(b)
A sale under this section must include an assumption and promise by the buyer to pay or otherwise discharge:
(1)
All of the state trust company's liabilities to clients;
(2)
All of the state trust company's liabilities for salaries of the state trust company's employees incurred before the date of the sale;
(3)
Obligations incurred by the commissioner arising out of the supervision or sale of the state trust company; and
(4)
Fees and assessments due the department.
(c)
This section does not affect the commissioner's right to take action under another law. The sale by a trust company of all or substantially all of its assets with shareholder approval is considered a voluntary dissolution and liquidation and is governed by §
45-2-1501
.
Acts 1999, ch. 112, § 10.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1101 - Loans authorized

Any state bank may lend money and discount or purchase evidences of indebtedness and any agreement for the payment of money.
Acts 1969, ch. 36, § 1 (3.241); T.C.A., § 45-428.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1103 - Loans to officers and directors

Compliance with the requirements of
12 U.S.C. §§ 375a
,
375b
, and
1828(j)
and applicable federal regulations shall be deemed compliance with the laws of Tennessee concerning loans to directors and officers of state banks.
Acts 1969, ch. 36, § 1 (3.241); 1973, ch. 294, § 6; T.C.A., § 45-430; Acts 1989, ch. 591, § 1; 2001, ch. 54, § 19.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1104 - Loans and transactions involving banks own stock as collateral or otherwise

(a)
(1)
A state bank may make a loan secured by not more than fifty percent (50%) of the book value of its own stock upon the approval of a majority of the bank's board of directors; provided, that this subsection (a) shall not permit a purchase money loan for the initial acquisition of the bank's own stock. Loans secured by the bank's own stock shall be limited to and shall not exceed:
(A)
In the aggregate, twenty percent (20%) of the bank's capital, surplus and undivided profits; or
(B)
To any one (1) borrower, ten percent (10%) of the bank's capital, surplus and undivided profits.
(2)
A loan that is otherwise adequately secured to the extent required of loans of the type provided and in which the bank's stock is taken as additional or secondary collateral shall not be included in the limits provided in this subsection (a).
(b)
(1)
Except as expressly limited or restricted in this title, a state bank may engage in transactions involving its own stock, including, but not limited to, the transfer, repurchase, holding, sale or division, to the same extent permitted to corporations under the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27.
(2)
The bank shall give the commissioner thirty (30) days' advance notice of any proposed transaction and may consummate the transaction at the end of the thirty-day period unless the commissioner advises the bank in writing of the commissioner's objection to the proposed transaction.
Acts 1969, ch. 36, § 1 (3.241); T.C.A., § 45-431; Acts 1996, ch. 768, § 23; 2001, ch. 54, § 20.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1105 - Participation with other lenders

A state bank may participate in a loan with another lender to the extent that its participation does not exceed its legal limit for the type of loan except that participation may not violate §
45-2-1102(c)
.
Acts 1969, ch. 36, § 1 (3.241); T.C.A., § 45-432; Acts 1984, ch. 573, § 2.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1107 - Disclosure of terms and conditions of loan

When an installment loan is made and interest is charged as provided in §
45-2-1106(b)(1)(A) and (B)
, the lending bank or trust company shall make disclosures of the terms and conditions of the loan that may from time to time be required for the loan under the Federal Consumer Credit Protection Act,
15 U.S.C. § 1601
et seq.
Acts 1969, ch. 36, § 1 (3.241); 1979, ch. 205, § 4; T.C.A., § 45-434.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 11 - LOANS (§§ 45-2-1101 — 45-2-1108) › Section 45-2-1108 - Same power to make loans as national banks

Notwithstanding any provision to the contrary in this chapter and chapter 1 of this title or elsewhere, state banks have the power to make loans upon the same terms and at the maximum effective interest rates as loans are authorized and credit extended by national banks in this state. This power includes, but is not limited to, the right to take, receive, reserve and charge on any loan or discount made, or upon any notes, bills of exchange, or other evidence of debt, interest at a maximum effective interest rate of one percent (1%) in excess of the discount rate on ninety-day commercial paper in effect at the federal reserve bank in the federal reserve district where the state bank is located.
Acts 1969, ch. 36, § 1 (3.241); 1979, ch. 209, § 1; T.C.A., § 45-435.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 12 - ELDERLY AND VULNERABLE ADULT FINANCIAL EXPLOITATION PREVENTION ACT (§§ 45-2-1201 — 45-2-1206) › Section 45-2-1201 - [Repealed] Short title

This part shall be known and may be cited as the "Elderly and Vulnerable Adult Financial Exploitation Prevention Act."
Repealed by 2017 Tenn. Acts, ch. 264, s 7, eff. 6/30/2022.
Added by 2017 Tenn. Acts, ch. 264, s 1, eff. 7/1/2017.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 12 - ELDERLY AND VULNERABLE ADULT FINANCIAL EXPLOITATION PREVENTION ACT (§§ 45-2-1201 — 45-2-1206) › Section 45-2-1204 - [Effective Until 10/1/2024] [Repealed] List of contact persons

(a)
A financial service provider may offer to an elderly or vulnerable adult the opportunity to submit and periodically update a list of persons that the elderly or vulnerable adult authorizes the financial service provider to contact when the financial service provider has reasonable cause to suspect that the adult is a victim or a target of financial exploitation.
(b)
Notwithstanding subsection (a), a financial service provider, or an officer or employee of the financial service provider, that has reasonable cause to suspect that an elderly or vulnerable adult is the victim or target of financial exploitation may convey the suspicion to one (1) or more of the following, provided that the person is not the suspected perpetrator:
(1)
Persons on the list described in subsection (a), if a list has been provided by the elderly or vulnerable adult;
(2)
A co-owner, additional authorized signatory, or beneficiary on the elderly or vulnerable adult's account; or
(3)
A person known by the financial service provider to be a family member, including a parent, adult child, or sibling.
(c)
When providing information under this section, the financial service provider may limit the information and disclose only that the financial service provider has reasonable cause to suspect that the elderly or vulnerable adult may be a victim or target of financial exploitation without disclosing any other details or confidential personal information regarding the financial affairs of the elderly or vulnerable adult.
(d)
The financial service provider may choose not to contact one (1) or more persons on the list provided pursuant to subsection (a) if the financial service provider suspects that the person or persons are engaged in financial exploitation.
(e)
The financial service provider may rely on information provided by the customer in compiling a list of contact persons.
(f)
A financial service provider, or an employee of a financial service provider, is immune from all criminal, civil, and administrative liability for contacting a person or electing not to contact a person under this section and for actions taken in furtherance of that determination if the determination was made based on reasonable belief.
(g)
Contact with any person, and any information provided under this section, is exempt from the customer consent and customer notice provisions in §§
45-10-105
and
45-10-106
.
Repealed by 2017 Tenn. Acts, ch. 264, s 7, eff. 6/30/2022.
Added by 2017 Tenn. Acts, ch. 264, s 1, eff. 7/1/2017.
This section is set out more than once due to postponed, multiple, or conflicting amendments.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 12 - ELDERLY AND VULNERABLE ADULT FINANCIAL EXPLOITATION PREVENTION ACT (§§ 45-2-1201 — 45-2-1206) › Section 45-2-1205 - [Repealed] Refusal to accept power of attorney due to suspicion of financial exploitation

(a)
A financial service provider may refuse to accept an acknowledged power of attorney if the financial service provider has reasonable cause to suspect that the principal is or may be the victim or target of financial exploitation by the agent or person acting for or with the agent.
(b)
A financial service provider, or an employee of a financial service provider, is immune from all criminal, civil, and administrative liability for refusing to accept a power of attorney or for accepting a power of attorney under this section and for actions taken in furtherance of that determination if the determination was based upon reasonable belief.
Repealed by 2017 Tenn. Acts, ch. 264, s 7, eff. 6/30/2022.
Added by 2017 Tenn. Acts, ch. 264, s 1, eff. 7/1/2017.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 12 - ELDERLY AND VULNERABLE ADULT FINANCIAL EXPLOITATION PREVENTION ACT (§§ 45-2-1201 — 45-2-1206) › Section 45-2-1206 - [Repealed] Legislative intent

It is the intent of the general assembly in adopting this part to allow financial service providers the discretion to take actions to assist in detecting and preventing financial exploitation without liability. The general assembly recognizes that financial service providers are in a unique position by conducting financial transactions on behalf of and at the request of their customers. Financial service providers have duties imposed by contract and duties imposed by both federal and state law to conduct financial transactions requested by their customers faithfully and timely in accordance with the customer's instructions. Further, financial service providers do not have a duty to contravene the valid instructions of their customers, nor to prevent criminal activity directed at their customers, and nothing in this part creates such a duty.
Acts 2017, ch. 264, § 1.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1301 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Bank" means a state or a national bank;
(2)
"Continuing bank" means a merging bank the charter of which becomes the charter of the resulting bank;
(3)
"Converting bank" means a bank converting from a state to a national bank, or the reverse;
(4)
"Merger" includes consolidation;
(5)
"Merging bank" means a party to a merger;
(6)
"National bank" means a national banking association located in this state;
(7)
"Resulting bank" means the bank resulting from a merger or conversion; and
(8)
"State bank" means a bank chartered by this state.
Acts 1969, ch. 36, § 1 (3.401); T.C.A., § 45-601.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1302 - Resulting national bank

(a)
Subject to this chapter and chapter 1 of this title, a state bank may convert into a resulting national bank, or a state or national bank in operation for at least three (3) years shall have the right to merge with any other bank in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging or converting bank, if a state bank, and its rights and liabilities and those of its stockholders, shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state bank shall be required for a merger or conversion and that, on conversion by a state bank into a national bank, the rights of dissenting stockholders shall be those specified in §
45-2-1309
. The requirement that both banks be in operation for three (3) years shall not apply if:
(1)
Both merging banks have their principal offices in the same county; or
(2)
(A)
One (1) merging bank was in existence, as defined in [former] §
45-12-102
, as a bank prior to July 1, 1985, and was located in one (1) of the counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years;
(B)
Notwithstanding §
45-2-614
, the resulting national bank may create and operate branch banks in the county where the merging banks or any branch of either of the merging banks was located prior to the merger.
(b)
Upon the completion of the merger or conversion, the franchise of any merging or converting state bank shall automatically terminate.
(c)
A national bank in operation for at least three (3) years shall have the right to merge with an association as defined in §
45-3-104
, in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging bank or association and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state association shall be required for a merger. The requirement that both financial institutions be in operation for three (3) years shall not apply if both merging institutions have their principal offices in the same county.
Acts 1969, ch. 36, § 1 (3.402); T.C.A., § 45-602; Acts 1983, ch. 74, § 1; 1985, ch. 174, § 3; 1985, ch. 204, § 1; 1986, ch. 615, § 1; 2001, ch. 54, § 21; 2003, ch. 32, § 5.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1303 - Resulting state bank

(a)
(1)
Upon approval by the commissioner:
(A)
Banks whose principal offices are located in this state and have been in operation for at least three (3) years may be merged to result in a state bank; or
(B)
A national bank may convert into a state bank, except that the action by a national bank shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting shareholders.
(2)
The requirement that both banks be in operation for three (3) years shall not apply if:
(A)
Both merging banks have their principal offices in the same county; or
(B)
One (1) merging bank was in existence, as defined in [former] §
45-12-102
, as a bank prior to July 1, 1985, and was located in one (1) of those counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years.
(b)
Notwithstanding §
45-2-614
:
(1)
The resulting state bank may create and operate branch banks in any county where the merging banks or any branch of either of the merging banks was located prior to the merger; and
(2)
A state bank, whether or not a merging bank, with the approval of the commissioner, may create and operate branch banks in any county where a branch bank, office, or agency of the bank was maintained and operated on April 6, 1925.
(c)
Upon approval of the commissioner, a state bank in operation for at least three (3) years shall have the right to merge with an association as defined in §
45-3-104
in operation for at least three (3) years in this state so as to result in a state bank. This part shall govern any merger or consolidation pursuant to this subsection (c). The requirement that both financial institutions be in operation for three (3) years shall not apply if both institutions have their principal offices in the same county. The resulting state bank may create and operate branch banks in accordance with §
45-2-614
.
Acts 1969, ch. 36, § 1 (3.403); 1973, ch. 294, § 6; T.C.A., § 45-603; Acts 1983, ch. 74, § 2; 1984, ch. 555, § 1; 1985, ch. 174, § 4; 1985, ch. 204, § 1; 1986, ch. 615, § 1; 2001, ch. 54, § 22; 2003, ch. 32, § 6.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1305 - Approval by stockholders of merging state banks

(a)
To be effective, a merger that is to result in a state bank must be approved by the stockholders of each merging state bank by a majority vote of the outstanding voting stock of each class eligible to vote for the merger; provided, that a greater vote may be required by the charter. The vote shall be held at a meeting called to consider the action. The vote shall constitute the adoption of the charter and bylaws of the continuing state bank, including the amendments in the merger agreement, as the charter and bylaws of the resulting bank.
(b)
Notice of the meeting of the stockholders must be given by mail at least fifteen (15) days before the date of the meeting to each stockholder of record of each merging bank at the stockholder's address on the books of the stockholder's bank, who has not waived notice in writing. The notice shall state that a dissenting stockholder will be entitled to payment of the value of the stockholder's shares only if written notice of intent to demand payment is delivered to the bank before the vote is taken, and the stockholder does not vote the shares in favor of the plan.
Amended by 2020 Tenn. Acts, ch. 605, s 1, eff. 3/20/2020.
Acts 1969, ch. 36, § 1 (3.405); T.C.A., § 45-605; Acts 1984, ch. 571, § 1; 1993, ch. 95, § 1; 1994, ch. 551, §§ 13, 14.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1306 - Effective date of merger - Certificate of merger

(a)
A merger that is to result in a state bank shall, unless a later date is specified in the agreement, become effective upon the filing with the commissioner of the executed agreement, together with copies of the resolutions of the stockholders of each merging bank approving it, certified by the bank's president or a vice president and a cashier. The charters of the merging banks, other than the continuing bank, shall thereupon automatically terminate.
(b)
The commissioner shall then issue to the resulting bank a certificate of merger, which shall constitute a continuing charter, specifying the name of each merging bank and the name of the resulting state bank. The certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and shall be recorded in the same manner as is provided for the recording of a charter of a new bank in §
45-2-205(c)
.
Acts 1969, ch. 36, § 1 (3.406); 1973, ch. 294, § 6; T.C.A., § 45-606.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1307 - Conversion of national into state bank

(a)
Except as provided in §
45-2-1310
, a national bank located in this state that follows the procedure prescribed by the laws of the United States to convert into a state bank may be granted a state charter by the commissioner if the commissioner finds that each office of the national bank is legally in operation, that the resulting state bank will have an adequate capital structure, including surplus, in relation to its deposit liabilities and its other activities, not less than the capital structure required for a new state bank, and that the officers and directors of the resulting bank are persons of sound judgment and discretion.
(b)
The national bank may apply for the charter by filing with the commissioner:
(1)
A certificate signed by its president and cashier and by a majority of the entire board of directors, setting forth the corporate action taken in compliance with the laws of the United States governing the conversion of a national to a state bank; and
(2)
The plan of conversion and the proposed articles of incorporation approved by the stockholders, for the operation of the bank as a state bank.
Acts 1969, ch. 36, § 1 (3.407); 1973, ch. 294, § 6; T.C.A., § 45-607.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1308 - Continuation of corporate entity - Use of old name

(a)
A resulting state or national bank shall be considered the same business and corporate entity as each merging bank or as the converting bank with all the property rights, powers, duties, fiduciary appointments subject to §
45-2-1310
and obligations of each merging bank or the converting bank, except as affected by the state law in the case of a resulting state bank or the federal law in the case of a resulting national bank, and by the charter and bylaws of the resulting bank.
(b)
A resulting bank shall have the right to use the name of any merging bank or of the converting bank whenever it deems it more convenient to do so.
(c)
Any reference to a merging or converting bank in any writing, whether executed or taking effect before or after the merger or conversion, shall be deemed a reference to the resulting bank if not inconsistent with the other provisions of the writing.
Acts 1969, ch. 36, § 1 (3.408); T.C.A., § 45-608; Acts 1999, ch. 112, § 11.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1309 - Dissenting stockholders

The owners of shares of a state bank shall have dissenters rights as provided by the Tennessee Business Corporation Act, compiled in title 48, ch. 23, part 1, with respect to any plan of merger, merger agreement, plan of conversion, plan of share exchange or any other corporate action described in §
48-23-102
.
Acts 1969, ch. 36, § 1 (3.409); 1973, ch. 294, § 6; T.C.A., § 45-609; Acts 1981, ch. 330, § 2; 1983, ch. 441, § 2; 1994, ch. 551, § 15.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1310 - Resulting bank without trust powers

Where a resulting state bank is not to exercise trust powers, the commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.
Acts 1969, ch. 36, § 1 (3.410); 1973, ch. 294, § 6; T.C.A., § 45-610.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1311 - Nonconforming assets or business

If a merging or converting bank has assets that do not conform to the requirements of state law for the resulting state bank, or carries on business activities that are not permitted for the resulting state bank, the commissioner may permit a reasonable time to conform with state law.
Acts 1969, ch. 36, § 1 (3.411); 1973, ch. 294, § 6; T.C.A., § 45-611.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1313 - Merger of bank in financial difficulty

(a)
If a bank is determined to be in financial difficulty by the appropriate regulatory officials, as defined in §
45-2-1402
, it may be merged into any other bank in this state, notwithstanding §§
45-2-614
and
45-2-1302(a)
.
(b)
The merger procedure shall be the same as that procedure required for a regular merger pursuant to this part except that no notice by publication need be given.
(c)
Prior to approving a merger pursuant to this section, the appropriate regulatory officials shall determine that alternative methods of protecting the depositors and stockholders of a bank in financial difficulty are not feasible.
Acts 1981, ch. 330, § 1.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1314 - Share exchanges

(a)
A corporation may acquire all of the outstanding shares of one (1) or more classes or series of a bank, and a bank may acquire all of the outstanding shares of one (1) or more classes or a series of another bank or corporation, if the board of directors of each corporation or bank adopts and its shareholders, if required by §
48-21-104
, approve the exchange. The share exchange shall be subject to and in accordance with the Tennessee Business Corporation Act, compiled in title 48, chapter 21, except as chapter 21 of the Tennessee Business Corporation Act is inconsistent with this title.
(b)
Any share exchange involving a bank or a bank holding company shall be subject to any regulatory approval required by applicable law.
Acts 1994, ch. 551, § 16.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 13 - VOLUNTARY CORPORATE CHANGES (§§ 45-2-1301 — 45-2-1315) › Section 45-2-1315 - Review of exchange by commissioner - Hearings - Costs

Upon the request of any person or entity that proposes to issue any security in exchange for one (1) or more bona fide outstanding securities of a bank or bank holding company or partly in exchange for outstanding securities of a bank or bank holding company and partly for cash, the commissioner is authorized to approve the terms and conditions of the issuance and exchange after a hearing on the fairness of the terms and conditions at which all persons to whom it is proposed to issue securities in the exchange shall have the right to appear. Nothing in this section shall require the commissioner to hold a hearing or to approve the terms or conditions of any specific exchange of securities. Any party requesting a hearing shall agree to pay the cost for the hearing, including the cost for the department to retain outside legal or investment advice as deemed necessary by the commissioner. The commissioner may require the requesting party to post a bond in cash or by accepted sureties to cover the cost.
Acts 1994, ch. 551, § 17.
2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 2 - BANKING INSTITUTIONS (§§ 45-2-101 — 45-2-2204) › Part 14 - BANK HOLDING COMPANIES-BANK STRUCTURE ACT OF 1974 (§§ 45-2-1401 — 45-2-1412) › Section 45-2-1401 - Short title

This part shall be known and may be cited as the "Bank Structure Act."
Acts 1974, ch. 469, § 1; T.C.A., § 45-619; Acts 1995, ch. 165, § 2.