A. A state savings institution may convert into a federal financial institution as follows:

Terms Used In Virginia Code 6.2-1141

  • Commission: means the State Corporation Commission. See Virginia Code 6.2-100
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Federal financial institution: means a financial institution incorporated or organized in accordance with the laws of the United States. See Virginia Code 6.2-1100
  • Financial institution: means any bank, trust company, savings institution, industrial loan association, consumer finance company, or credit union. See Virginia Code 6.2-100
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Person: means any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or other legal or commercial entity. See Virginia Code 6.2-100
  • Savings institution: means a savings and loan association, a building and loan association, or savings bank, whether organized as a capital stock corporation or a nonstock corporation, that is authorized by law to accept deposits and to hold itself out to the public as engaged in the savings institution business. See Virginia Code 6.2-1100
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • State savings institution: means a savings institution incorporated under the laws of the Commonwealth. See Virginia Code 6.2-1100

1. At any meeting of the members or stockholders called and held in accordance with the Virginia Stock Corporation Act (§ 13.1-601 et seq.) or the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) to consider such action, the members or stockholders, by an affirmative vote of those holding and voting two-thirds of the votes present in person or by proxy, may resolve to convert the state savings institution into a federal financial institution;

2. A copy of the minutes of the meeting duly certified by the president or vice-president and the secretary or assistant secretary of the state savings institution shall be transmitted to the Commission;

3. Thereafter, the state savings institution shall take such action as is necessary under federal law to make it a federal financial institution; and

4. The savings institution shall file with the Commission a certified copy of the charter issued to it by the federal chartering authority or a certificate of that authority showing the organization of the state savings institution as a federal financial institution.

B. Upon the filing of the certified copy of a charter or certificate of authority as provided in subdivision A 4, the savings institution shall cease to be a state savings institution.

C. No state savings institution shall convert into a federal financial institution until it has been in operation as a state savings institution for a period of at least five years.

D. When a conversion of a state savings institution into federal financial institution becomes effective, the state savings institution shall cease to be a Virginia corporation and all its property, by operation of law and without any further act or deed, shall continue to be vested in it under its new name as a federal financial institution and under its federal charter. The federal financial institution shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by it as a state savings institution. The federal financial institution, at the time of the taking effect of the conversion, shall become, and continue to be, responsible for all of the obligations of the state savings institution, including taxes and other liabilities created by law or incurred by it before becoming a federal financial institution, to the same extent as though the conversion had not taken place.

Code 1950, §§ 6-201.43, 6-201.44; 1960, c. 402; 1966, c. 584, §§ 6.1-173, 6.1-174; 1972, c. 796, §§ 6.1-195.52, 6.1-195.53; 1982, c. 156; 1985, c. 425, §§ 6.1-194.33, 6.1-194.34; 1990, c. 3; 1991, c. 230, §§ 6.1-194.124, 6.1-194.125; 1995, c. 133; 2010, c. 794.

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