{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/6.2-1205.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/6.2-1205.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/6.2-1205.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/6.2-1205.html"}],"law_id":61378,"edition_id":1,"section_id":61378,"structure_id":13751,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","history":"1983, c. 450, \u00a7 6.1-195.70:2; 1985, c. 425, \u00a7 6.1-194.88; 1991, c. 230, \u00a7 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.","full_text":"A\n\nAs used in this section:\n\t\t\t“Bank” or “savings institution” means institutions incorporated or established under the laws of (i) the Commonwealth, (ii) the United States, or (iii) any other state, which institutions’ deposits are insured as required by this title for the issuance of a certificate of authority to do business.\n\t\t\t“Insolvent” means that the current book value of liabilities is in excess of the current book value of assets.B\n\nIf the Commission finds that (i) a state savings institution is insolvent, or, in its opinion, the financial stability of a state savings institution is threatened, (ii) the merger or consolidation of such state savings institution into another savings institution or into a bank is desirable for the protection of the stockholders, members or depositors of such association, and that such merger or consolidation is in the public interest, and (iii) an emergency exists, and if the board of directors of such state savings institution approves a plan of merger or consolidation of such savings institution into another savings institution or bank, compliance with the requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to such state savings institution. In such event, the approval by the Commission of such plan of merger or consolidation shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such state savings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirds of the members for all purposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.C\n\nIf the Commission finds that (i) a state savings institution is insolvent, or in its opinion, the financial stability of a state savings institution is threatened, (ii) the acquisition of the assets and liabilities of such savings institution by another savings institution or by a bank is in the best interests of the stockholders, members or depositors of such state savings institution, and that such acquisition of the assets and liabilities is in the public interest, and (iii) an emergency exists, it may, with the consent of the board of directors of both institutions as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, enter an order transferring some or all of the assets and liabilities of such state savings institution to such other savings institution or bank. In such event, compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and § 13.1-730 shall not be applicable to such transfer.D\n\nIn the case either of such a merger, consolidation or a transfer of assets and liabilities, the Commission shall provide that prompt notice of its findings, and plan of merger, consolidation or transfer of assets and liabilities, be sent to the stockholders or members of record of such insolvent savings institution or savings institution threatened with financial instability for the purpose of providing such shareholders or members an opportunity to challenge the findings of the Commission and the plan of merger, consolidation or transfer of assets and liabilities. The relevant books and records of such state savings institution shall remain intact and be made available to such shareholders or members for a period of 30 days after such notice is sent. The Commission’s findings and plan of merger, consolidation or transfer of assets and liabilities shall become final if a hearing before the Commission is not requested by any such shareholder or member in a written request delivered to the Commission within 15 days after the notice specified by this section is sent. Any such request for a hearing shall contain a statement of the specific grounds for such shareholder’s or member’s challenge to the Commissioner’s findings and plan of merger, or consolidation or transfer of assets and liabilities.E\n\nIf, after a hearing as provided in subsection D, the Commission finds that good cause has been shown for the reversal or modification of its initial findings, or for rescission or modification of its initial plan for merger, consolidation or transfer of assets and liabilities, the Commission shall enter its final order accordingly. If, after such hearing, the Commission affirms its original findings and plan for merger, or consolidation or transfer of assets and liabilities, its order shall be final.F\n\nNotwithstanding any other provision of law, any institution resulting from a merger, consolidation or a transfer of assets and liabilities under the provisions of this section shall have the right to retain and operate all offices of the institution so merged, consolidated or acquired that were in operation at the time of such merger, or consolidation or acquisition. This section shall not be construed to allow the establishment of additional branches by any institution resulting from such merger, consolidation or transfer than would otherwise be allowed by the laws of the Commonwealth.G\n\nThe Commission shall authorize transactions under this section in the following order of priority:1\n\nBetween financial institutions of the same type located within the Commonwealth;2\n\nBetween financial institutions of different types located within the Commonwealth;3\n\nBetween financial institutions of the same type including depository institutions located outside the Commonwealth; and4\n\nBetween financial institutions of different types including depository institutions located outside the Commonwealth.H\n\nIn considering transactions involving financial institutions located outside the Commonwealth, the Commission shall give priority to plans of merger, consolidation or asset acquisition involving financial institutions located in states adjoining the Commonwealth or located in the District of Columbia.I\n\nAny institution resulting from a transaction authorized by this section whose main office is located outside of the Commonwealth shall, as a condition of being able to do business in the Commonwealth, allow the Commission to examine such institution from time to time as the Commission deems necessary. In conducting such examinations, the Commission shall have all of the powers provided by this title relating to the examination of financial institutions.J\n\nThe provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall not apply to mergers, consolidations, and acquisitions authorized by the provisions of this section.","order_by":null,"text":{"0":{"id":224197,"text":"As used in this section:\n\t\t\t“Bank” or “savings institution” means institutions incorporated or established under the laws of (i) the Commonwealth, (ii) the United States, or (iii) any other state, which institutions’ deposits are insured as required by this title for the issuance of a certificate of authority to do business.\n\t\t\t“Insolvent” means that the current book value of liabilities is in excess of the current book value of assets.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":224198,"text":"If the Commission finds that (i) a state savings institution is insolvent, or, in its opinion, the financial stability of a state savings institution is threatened, (ii) the merger or consolidation of such state savings institution into another savings institution or into a bank is desirable for the protection of the stockholders, members or depositors of such association, and that such merger or consolidation is in the public interest, and (iii) an emergency exists, and if the board of directors of such state savings institution approves a plan of merger or consolidation of such savings institution into another savings institution or bank, compliance with the requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to such state savings institution. In such event, the approval by the Commission of such plan of merger or consolidation shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such state savings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirds of the members for all purposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":224199,"text":"If the Commission finds that (i) a state savings institution is insolvent, or in its opinion, the financial stability of a state savings institution is threatened, (ii) the acquisition of the assets and liabilities of such savings institution by another savings institution or by a bank is in the best interests of the stockholders, members or depositors of such state savings institution, and that such acquisition of the assets and liabilities is in the public interest, and (iii) an emergency exists, it may, with the consent of the board of directors of both institutions as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, enter an order transferring some or all of the assets and liabilities of such state savings institution to such other savings institution or bank. In such event, compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and § 13.1-730 shall not be applicable to such transfer.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":224200,"text":"In the case either of such a merger, consolidation or a transfer of assets and liabilities, the Commission shall provide that prompt notice of its findings, and plan of merger, consolidation or transfer of assets and liabilities, be sent to the stockholders or members of record of such insolvent savings institution or savings institution threatened with financial instability for the purpose of providing such shareholders or members an opportunity to challenge the findings of the Commission and the plan of merger, consolidation or transfer of assets and liabilities. The relevant books and records of such state savings institution shall remain intact and be made available to such shareholders or members for a period of 30 days after such notice is sent. The Commission’s findings and plan of merger, consolidation or transfer of assets and liabilities shall become final if a hearing before the Commission is not requested by any such shareholder or member in a written request delivered to the Commission within 15 days after the notice specified by this section is sent. Any such request for a hearing shall contain a statement of the specific grounds for such shareholder’s or member’s challenge to the Commissioner’s findings and plan of merger, or consolidation or transfer of assets and liabilities.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":224201,"text":"If, after a hearing as provided in subsection D, the Commission finds that good cause has been shown for the reversal or modification of its initial findings, or for rescission or modification of its initial plan for merger, consolidation or transfer of assets and liabilities, the Commission shall enter its final order accordingly. If, after such hearing, the Commission affirms its original findings and plan for merger, or consolidation or transfer of assets and liabilities, its order shall be final.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":224202,"text":"Notwithstanding any other provision of law, any institution resulting from a merger, consolidation or a transfer of assets and liabilities under the provisions of this section shall have the right to retain and operate all offices of the institution so merged, consolidated or acquired that were in operation at the time of such merger, or consolidation or acquisition. This section shall not be construed to allow the establishment of additional branches by any institution resulting from such merger, consolidation or transfer than would otherwise be allowed by the laws of the Commonwealth.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":224203,"text":"The Commission shall authorize transactions under this section in the following order of priority:","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"G1"},"7":{"id":224204,"text":"Between financial institutions of the same type located within the Commonwealth;","type":"section","prefixes":["G","1"],"prefix":"1","entire_prefix":"G1","prefix_anchor":"G1","level":2,"prior_prefix":"G","next_prefix":"G2"},"8":{"id":224205,"text":"Between financial institutions of different types located within the Commonwealth;","type":"section","prefixes":["G","2"],"prefix":"2","entire_prefix":"G2","prefix_anchor":"G2","level":2,"prior_prefix":"G1","next_prefix":"G3"},"9":{"id":224206,"text":"Between financial institutions of the same type including depository institutions located outside the Commonwealth; and","type":"section","prefixes":["G","3"],"prefix":"3","entire_prefix":"G3","prefix_anchor":"G3","level":2,"prior_prefix":"G2","next_prefix":"G4"},"10":{"id":224207,"text":"Between financial institutions of different types including depository institutions located outside the Commonwealth.","type":"section","prefixes":["G","4"],"prefix":"4","entire_prefix":"G4","prefix_anchor":"G4","level":2,"prior_prefix":"G3","next_prefix":"H"},"11":{"id":224208,"text":"In considering transactions involving financial institutions located outside the Commonwealth, the Commission shall give priority to plans of merger, consolidation or asset acquisition involving financial institutions located in states adjoining the Commonwealth or located in the District of Columbia.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G4","next_prefix":"I"},"12":{"id":224209,"text":"Any institution resulting from a transaction authorized by this section whose main office is located outside of the Commonwealth shall, as a condition of being able to do business in the Commonwealth, allow the Commission to examine such institution from time to time as the Commission deems necessary. In conducting such examinations, the Commission shall have all of the powers provided by this title relating to the examination of financial institutions.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"13":{"id":224210,"text":"The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall not apply to mergers, consolidations, and acquisitions authorized by the provisions of this section.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I"}},"ancestry":[{"id":13751,"edition_id":1,"name":"Supervision","identifier":"9","label":"article","depth":4,"order_by":1,"parent_id":13490,"metadata":{},"date_created":"2026-06-26 03:45:46","date_modified":"2026-06-26 03:45:46","permalink":{"id":264483,"object_type":"structure","relational_id":13751,"identifier":"9","token":"6.2\/II\/11\/9","url":"\/6.2\/II\/11\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13490,"edition_id":1,"name":"Savings Institutions","identifier":"11","label":"chapter","depth":3,"order_by":1,"parent_id":13000,"metadata":{},"date_created":"2026-06-26 03:45:01","date_modified":"2026-06-26 03:45:01","permalink":{"id":264101,"object_type":"structure","relational_id":13490,"identifier":"11","token":"6.2\/II\/11","url":"\/6.2\/II\/11\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13000,"edition_id":1,"name":"Depository Institutions and Trust Organizations","identifier":"II","label":"subtitle","depth":2,"order_by":1,"parent_id":12852,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":263685,"object_type":"structure","relational_id":13000,"identifier":"II","token":"6.2\/II","url":"\/6.2\/II\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12852,"edition_id":1,"name":"Financial Institutions and Services","identifier":"6.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:56","date_modified":"2026-06-26 03:43:56","permalink":{"id":263249,"object_type":"structure","relational_id":12852,"identifier":"6.2","token":"6.2","url":"\/6.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":57271,"structure_id":13751,"section_number":"6.2-1191","catch_line":"General supervisory powers of Commission","url":"\/6.2-1191\/","token":"6.2\/II\/11\/9\/6.2-1191","metadata":false},{"id":58058,"structure_id":13751,"section_number":"6.2-1192","catch_line":"Regulations","url":"\/6.2-1192\/","token":"6.2\/II\/11\/9\/6.2-1192","metadata":false},{"id":54754,"structure_id":13751,"section_number":"6.2-1193","catch_line":"Statements to be furnished by Commission to directors of savings institutions","url":"\/6.2-1193\/","token":"6.2\/II\/11\/9\/6.2-1193","metadata":false},{"id":76799,"structure_id":13751,"section_number":"6.2-1194","catch_line":"State savings institutions to furnish financial statements and reports","url":"\/6.2-1194\/","token":"6.2\/II\/11\/9\/6.2-1194","metadata":false},{"id":82129,"structure_id":13751,"section_number":"6.2-1195","catch_line":"Examination of state savings institutions and affiliates by Commissioner; report of examination","url":"\/6.2-1195\/","token":"6.2\/II\/11\/9\/6.2-1195","metadata":false},{"id":54871,"structure_id":13751,"section_number":"6.2-1196","catch_line":"Access to books and evidence of debt; examination of directors, officers, and employees under oath","url":"\/6.2-1196\/","token":"6.2\/II\/11\/9\/6.2-1196","metadata":false},{"id":69518,"structure_id":13751,"section_number":"6.2-1197","catch_line":"False statements; penalty","url":"\/6.2-1197\/","token":"6.2\/II\/11\/9\/6.2-1197","metadata":false},{"id":62949,"structure_id":13751,"section_number":"6.2-1198","catch_line":"Audits","url":"\/6.2-1198\/","token":"6.2\/II\/11\/9\/6.2-1198","metadata":false},{"id":60843,"structure_id":13751,"section_number":"6.2-1199","catch_line":"Powers of Commission in case of nonobservance of law, noncompliance with orders, insufficient reserves or insolvency; appointment of Federal Deposit Insurance Corporation as receiver","url":"\/6.2-1199\/","token":"6.2\/II\/11\/9\/6.2-1199","metadata":false},{"id":85960,"structure_id":13751,"section_number":"6.2-1200","catch_line":"Removal of director or officer; appeal; penalty for acting after removal","url":"\/6.2-1200\/","token":"6.2\/II\/11\/9\/6.2-1200","metadata":false},{"id":68119,"structure_id":13751,"section_number":"6.2-1201","catch_line":"Special examinations","url":"\/6.2-1201\/","token":"6.2\/II\/11\/9\/6.2-1201","metadata":false},{"id":77126,"structure_id":13751,"section_number":"6.2-1202","catch_line":"Fees for supervision and regulation; investigations","url":"\/6.2-1202\/","token":"6.2\/II\/11\/9\/6.2-1202","metadata":false},{"id":74032,"structure_id":13751,"section_number":"6.2-1203","catch_line":"Examination of persons believed to be doing business without authority; doing business without authority; penalty","url":"\/6.2-1203\/","token":"6.2\/II\/11\/9\/6.2-1203","metadata":false},{"id":64847,"structure_id":13751,"section_number":"6.2-1204","catch_line":"Compliance by savings institution holding companies with federal regulations constitutes compliance with Commission regulations","url":"\/6.2-1204\/","token":"6.2\/II\/11\/9\/6.2-1204","metadata":false},{"id":61378,"structure_id":13751,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","url":"\/6.2-1205\/","token":"6.2\/II\/11\/9\/6.2-1205","metadata":false}],"previous_section":{"id":64847,"structure_id":13751,"section_number":"6.2-1204","catch_line":"Compliance by savings institution holding companies with federal regulations constitutes compliance with Commission regulations","url":"\/6.2-1204\/","token":"6.2\/II\/11\/9\/6.2-1204","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/6.2-1205\/","history_text":"

This law was first created in 1983. The record of its establishment is cataloged in chapter 450 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1983 \u201cActs\u201d aren\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1985, chapter 425; in 1991, chapter 230; in 1994, chapter 353<\/a>; in 2005, chapter 765<\/a>; in 2010, chapter 794<\/a>.<\/p>","references":false,"refers_to":[{"id":85057,"section_number":"13.1-715.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-715.1\/"},{"id":78280,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","order_by":null,"url":"\/13.1-718\/"},{"id":86592,"section_number":"13.1-723","catch_line":"Disposition of assets not requiring shareholder approval","order_by":null,"url":"\/13.1-723\/"},{"id":78985,"section_number":"13.1-724","catch_line":"Shareholder approval of certain dispositions","order_by":null,"url":"\/13.1-724\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":65123,"section_number":"13.1-893.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-893.1\/"},{"id":82018,"section_number":"13.1-895","catch_line":"Action on plan of merger","order_by":null,"url":"\/13.1-895\/"},{"id":61580,"section_number":"13.1-899","catch_line":"Sale of assets in regular course of business","order_by":null,"url":"\/13.1-899\/"},{"id":54289,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","order_by":null,"url":"\/13.1-900\/"},{"id":87028,"section_number":"6.2-1148","catch_line":"Definitions","order_by":null,"url":"\/6.2-1148\/"}],"permalink":{"id":264541,"object_type":"law","relational_id":61378,"identifier":"6.2-1205","token":"6.2\/II\/11\/9\/6.2-1205","url":"\/6.2-1205\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/6.2-1205\/","token":"6.2\/II\/11\/9\/6.2-1205","dublin_core":{"Title":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 6.2-1205","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this section:\n\t\t\t“Bank<\/span>” or “savings institution<\/span>” means institutions incorporated or established under the laws<\/span> of (i) the Commonwealth, (ii) the United States, or (iii) any other state, which institutions’ deposits are insured as required by this title for the issuance of a certificate of authority to do business.\n\t\t\t“Insolvent<\/span>” means that the current book value of liabilities is in excess of the current book value of assets<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that (i) a state savings institution<\/span> is insolvent<\/span>, or, in its opinion<\/span>, the financial stability of a state savings institution<\/span> is threatened, (ii) the merger or consolidation<\/span> of such state savings institution<\/span> into another savings institution or into a bank<\/span> is desirable for the protection of the stockholders, members<\/span> or depositors of such association<\/span>, and that such merger or consolidation<\/span> is in the public interest, and (iii) an emergency exists, and if the board of directors of such state savings institution<\/span> approves a plan of merger or consolidation<\/span> of such savings institution into another savings institution or bank<\/span>, compliance with the requirements of § 13.1-718<\/a> or 13.1-895<\/a> shall be dispensed with as to such state savings institution<\/span>. In such event, the approval by the Commission<\/span> of such plan of merger or consolidation<\/span> shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such state savings institution<\/span> for all purposes of Article 12 (§ 13.1-715.1<\/a> et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirds of the members<\/span> for all purposes of Article 11 (§ 13.1-893.1<\/a> et seq.) of Chapter 10 of Title 13.1. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that (i) a state savings institution<\/span> is insolvent<\/span>, or in its opinion<\/span>, the financial stability of a state savings institution<\/span> is threatened, (ii) the acquisition of the assets<\/span> and liabilities of such savings institution by another savings institution or by a bank<\/span> is in the best interests of the stockholders, members<\/span> or depositors of such state savings institution<\/span>, and that such acquisition of the assets<\/span> and liabilities is in the public interest, and (iii) an emergency exists, it may, with the consent of the board of directors of both institutions as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, enter an order<\/span> transferring some or all of the assets<\/span> and liabilities of such state savings institution<\/span> to such other savings institution or bank<\/span>. In such event, compliance with the provisions of § 13.1-723<\/a>, 13.1-724<\/a>, 13.1-899<\/a>, or 13.1-900<\/a> shall not be required, and § 13.1-730<\/a> shall not be applicable to such transfer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In the case either of such a merger, consolidation<\/span> or a transfer of assets<\/span> and liabilities, the Commission<\/span> shall provide that prompt notice of its findings<\/span>, and plan of merger, consolidation<\/span> or transfer of assets<\/span> and liabilities, be sent to the stockholders or members<\/span> of record of such insolvent<\/span> savings institution or savings institution threatened with financial instability for the purpose of providing such shareholders or members<\/span> an opportunity to challenge the findings<\/span> of the Commission<\/span> and the plan of merger, consolidation<\/span> or transfer of assets<\/span> and liabilities. The relevant books and records of such state savings institution<\/span> shall remain intact and be made available to such shareholders or members<\/span> for a period of 30 days after such notice is sent. The Commission<\/span>’s findings<\/span> and plan of merger, consolidation<\/span> or transfer of assets<\/span> and liabilities shall become final if a hearing<\/span> before the Commission<\/span> is not requested by any such shareholder or member<\/span> in a written request delivered to the Commission<\/span> within 15 days after the notice specified by this section is sent. Any such request for a hearing<\/span> shall contain a statement of the specific grounds for such shareholder’s or member<\/span>’s challenge to the Commissioner<\/span>’s findings<\/span> and plan of merger, or consolidation<\/span> or transfer of assets<\/span> and liabilities. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If, after a hearing<\/span> as provided in subsection D, the Commission<\/span> finds that good cause has been shown for the reversal or modification of its initial findings<\/span>, or for rescission or modification of its initial plan for merger, consolidation<\/span> or transfer of assets<\/span> and liabilities, the Commission<\/span> shall enter its final order<\/span> accordingly. If, after such hearing<\/span>, the Commission<\/span> affirms<\/span> its original findings<\/span> and plan for merger, or consolidation<\/span> or transfer of assets<\/span> and liabilities, its order shall be final. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Notwithstanding any other provision of law<\/span>, any institution resulting from a merger, consolidation<\/span> or a transfer of assets<\/span> and liabilities under the provisions of this section shall have the right to retain and operate all offices of the institution so merged, consolidated or acquired that were in operation at the time of such merger, or consolidation<\/span> or acquisition. This section shall not be construed to allow the establishment of additional branches by any institution resulting from such merger, consolidation<\/span> or transfer than would otherwise be allowed by the laws<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The Commission<\/span> shall authorize transactions under this section in the following order of priority: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Between financial institutions<\/span> of the same type located within the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Between financial institutions<\/span> of different types located within the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Between financial institutions<\/span> of the same type including depository institutions located outside the Commonwealth; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Between financial institutions<\/span> of different types including depository institutions located outside the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> In considering transactions involving financial institutions<\/span> located outside the Commonwealth, the Commission<\/span> shall give priority to plans of merger, consolidation<\/span> or asset acquisition involving financial institutions<\/span> located in states adjoining the Commonwealth or located in the District of Columbia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> Any institution resulting from a transaction authorized by this section whose main office<\/span> is located outside of the Commonwealth shall, as a condition of being able to do business in the Commonwealth, allow the Commission<\/span> to examine such institution from time to time as the Commission<\/span> deems necessary. In conducting such examinations, the Commission<\/span> shall have all of the powers provided by this title relating to the examination of financial institutions<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The provisions of Article 5 (§ 6.2-1148<\/a> et seq.) of this chapter shall not apply to mergers, consolidations<\/span>, and acquisitions authorized by the provisions of this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER, CONSOLIDATION OR TRANSFER OF ASSETS OF INSOLVENT OR FINANCIALLY UNSTABLE\nSAVINGS INSTITUTION; NOTICE AND HEARING; FINAL ORDER; PRIORITIES; EXAMINATIONS\nOF RESULTING INSTITUTIONS (\u00a7 6.2-1205)\n\nA. As used in this section:\n\t\t\t“Bank” or “savings institution” means institutions\nincorporated or established under the laws of (i) the Commonwealth, (ii) the\nUnited States, or (iii) any other state, which institutions’ deposits are\ninsured as required by this title for the issuance of a certificate of authority\nto do business.\n\t\t\t“Insolvent” means that the current book value of liabilities is\nin excess of the current book value of assets.\n\nB. If the Commission finds that (i) a state savings institution is insolvent,\nor, in its opinion, the financial stability of a state savings institution is\nthreatened, (ii) the merger or consolidation of such state savings institution\ninto another savings institution or into a bank is desirable for the protection\nof the stockholders, members or depositors of such association, and that such\nmerger or consolidation is in the public interest, and (iii) an emergency\nexists, and if the board of directors of such state savings institution approves\na plan of merger or consolidation of such savings institution into another\nsavings institution or bank, compliance with the requirements of § 13.1-718\nor 13.1-895 shall be dispensed with as to such state savings institution. In\nsuch event, the approval by the Commission of such plan of merger or\nconsolidation shall be the equivalent of approval by the holders of more than\ntwo-thirds of the outstanding shares of such state savings institution for all\npurposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or\nthe approval of two-thirds of the members for all purposes of Article 11 (§\n13.1-893.1 et seq.) of Chapter 10 of Title 13.1.\n\nC. If the Commission finds that (i) a state savings institution is insolvent, or\nin its opinion, the financial stability of a state savings institution is\nthreatened, (ii) the acquisition of the assets and liabilities of such savings\ninstitution by another savings institution or by a bank is in the best interests\nof the stockholders, members or depositors of such state savings institution,\nand that such acquisition of the assets and liabilities is in the public\ninterest, and (iii) an emergency exists, it may, with the consent of the board\nof directors of both institutions as to the terms and conditions of such\ntransfer, including the assumption of all or certain liabilities, enter an order\ntransferring some or all of the assets and liabilities of such state savings\ninstitution to such other savings institution or bank. In such event, compliance\nwith the provisions of § 13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall\nnot be required, and § 13.1-730 shall not be applicable to such transfer.\n\nD. In the case either of such a merger, consolidation or a transfer of assets\nand liabilities, the Commission shall provide that prompt notice of its\nfindings, and plan of merger, consolidation or transfer of assets and\nliabilities, be sent to the stockholders or members of record of such insolvent\nsavings institution or savings institution threatened with financial instability\nfor the purpose of providing such shareholders or members an opportunity to\nchallenge the findings of the Commission and the plan of merger, consolidation\nor transfer of assets and liabilities. The relevant books and records of such\nstate savings institution shall remain intact and be made available to such\nshareholders or members for a period of 30 days after such notice is sent. The\nCommission’s findings and plan of merger, consolidation or transfer of\nassets and liabilities shall become final if a hearing before the Commission is\nnot requested by any such shareholder or member in a written request delivered\nto the Commission within 15 days after the notice specified by this section is\nsent. Any such request for a hearing shall contain a statement of the specific\ngrounds for such shareholder’s or member’s challenge to the\nCommissioner’s findings and plan of merger, or consolidation or transfer\nof assets and liabilities.\n\nE. If, after a hearing as provided in subsection D, the Commission finds that\ngood cause has been shown for the reversal or modification of its initial\nfindings, or for rescission or modification of its initial plan for merger,\nconsolidation or transfer of assets and liabilities, the Commission shall enter\nits final order accordingly. If, after such hearing, the Commission affirms its\noriginal findings and plan for merger, or consolidation or transfer of assets\nand liabilities, its order shall be final.\n\nF. Notwithstanding any other provision of law, any institution resulting from a\nmerger, consolidation or a transfer of assets and liabilities under the\nprovisions of this section shall have the right to retain and operate all\noffices of the institution so merged, consolidated or acquired that were in\noperation at the time of such merger, or consolidation or acquisition. This\nsection shall not be construed to allow the establishment of additional branches\nby any institution resulting from such merger, consolidation or transfer than\nwould otherwise be allowed by the laws of the Commonwealth.\n\nG. The Commission shall authorize transactions under this section in the\nfollowing order of priority:\n\n 1. Between financial institutions of the same type located within the\n Commonwealth;\n\n 2. Between financial institutions of different types located within the\n Commonwealth;\n\n 3. Between financial institutions of the same type including depository\n institutions located outside the Commonwealth; and\n\n 4. Between financial institutions of different types including depository\n institutions located outside the Commonwealth.\n\nH. In considering transactions involving financial institutions located outside\nthe Commonwealth, the Commission shall give priority to plans of merger,\nconsolidation or asset acquisition involving financial institutions located in\nstates adjoining the Commonwealth or located in the District of Columbia.\n\nI. Any institution resulting from a transaction authorized by this section whose\nmain office is located outside of the Commonwealth shall, as a condition of\nbeing able to do business in the Commonwealth, allow the Commission to examine\nsuch institution from time to time as the Commission deems necessary. In\nconducting such examinations, the Commission shall have all of the powers\nprovided by this title relating to the examination of financial institutions.\n\nJ. The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall\nnot apply to mergers, consolidations, and acquisitions authorized by the\nprovisions of this section.\n\nHISTORY: 1983, c. 450, \u00a7 6.1-195.70:2; 1985, c. 425, \u00a7 6.1-194.88; 1991, c.\n230, \u00a7 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}