title: RCW 30A.44.150

text:
Any dividends to depositors or other creditors of such bank remaining uncalled for and unpaid in the hands of the director for six months after order of final distribution, shall be deposited in a bank to his or her credit, in trust for the benefit of the persons entitled thereto and subject to the supervision of the court shall be paid by him or her to them upon receipt of satisfactory evidence of their right thereto.
All moneys so deposited remaining unclaimed for five years after deposit shall escheat to the state for the benefit of the permanent school fund and shall be paid by the director into the state treasury. It shall not be necessary to have the escheat adjudged in a suit or action.
[ 2014 c 37 s 231; 1994 c 92 s 119; 1955 c 33 s 30.44.150. Prior: 1923 c 115 s 11; 1917 c 80 s 71; RRS s 3278. Formerly RCW 30.44.150.]

catchline: Unclaimed dividends—Disposition.


doc_type: statute

jurisdiction: wa

title: RCW 30A.44.160

text:
(1) Subject to the consent of the director, a bank may voluntarily stipulate and consent to an order taking possession and thereby place itself under the control of the director to be liquidated and be made subject to receivership as provided in this chapter.
(2) Upon issuance of such order taking possession, the bank shall post a notice on its door as follows: "This bank is in the possession of the Director of the Washington State Department of Financial Institutions."
(3) The posting of such notice or the taking possession of any bank by the director shall be sufficient to place all of its assets and property of every nature in his or her possession and bar all attachment proceedings.
[ 2014 c 37 s 232; 2010 c 88 s 35; 1994 c 92 s 120; 1955 c 33 s 30.44.160. Prior: 1917 c 80 s 72; RRS s 3279. Formerly RCW 30.44.160.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Voluntary closing—Possession of the director—Notice.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 30A.44.170

text:
Any bank may, upon receipt of written permission from the director, go into voluntary liquidation by a vote of its stockholders owning two-thirds of its capital stock. When such liquidation is authorized, the directors of such corporation shall publish in a newspaper published in the place where such corporation is located, once a week for four consecutive weeks, a notice requiring creditors of such corporation to present their claims against it for payment.
[ 2014 c 37 s 233; 1994 c 92 s 121; 1955 c 33 s 30.44.170. Prior: 1917 c 80 s 74; RRS s 3281. Formerly RCW 30.44.170.]

catchline: Voluntary liquidation—Notice to creditors.


title: RCW 30A.44.180

text:
Whenever any bank shall voluntarily liquidate, any dividends to depositors or other creditors of such bank remaining uncalled for and unpaid at the conclusion of the liquidation shall be transmitted to the director and shall be deposited by him or her in a bank or trust company to his or her credit in trust for the benefit of the persons entitled thereto, and shall be paid by him or her to them upon receipt of satisfactory evidence of their right thereto.
All moneys so deposited remaining unclaimed for five years after deposit shall escheat to the state for the benefit of the permanent school fund and shall be paid by the director into the state treasury. It shall not be necessary to have the escheat adjudged in a suit or action.
[ 2014 c 37 s 234; 1994 c 92 s 122; 1955 c 33 s 30.44.180. Prior: 1947 c 148 s 1; Rem. Supp. 1947 s 3281-1. Formerly RCW 30.44.180.]

catchline: Unclaimed dividends on voluntary liquidation.


title: RCW 30A.44.190

text:
Whenever any bank shall be liquidated, voluntarily or involuntarily, and shall retain in its possession at the conclusion of the liquidation, uncalled for and unclaimed personal property left with it for safekeeping, such property shall, in the presence of at least one witness, be inventoried by the liquidating agent and sealed in separate packages, each package plainly marked with the name and last known address of the person in whose name the property stands on the books of the bank. If the property is in safe deposit boxes, such boxes shall be opened by the liquidating agent in the presence of at least one witness, and the property inventoried, sealed in packages and marked as above required. All the packages shall be transmitted to the director, together with certificates signed by the liquidating agent and witness or witnesses, listing separately the property standing in the name of any one person on the books of the bank, together with the date of inventory, and name and last known address of the person in whose name the property stands.
[ 2014 c 37 s 235; 1994 c 92 s 123; 1955 c 33 s 30.44.190. Prior: 1947 c 148 s 2; Rem. Supp. 1947 s 3281-2. Formerly RCW 30.44.190.]

catchline: Disposition of unclaimed personal property.


title: RCW 30A.44.200

text:
Upon receiving possession of the packages, the director shall cause them to be opened in the presence of at least one witness, the property reinventoried, and the packages resealed, and held for safekeeping. The liquidated bank, its directors, officers, and shareholders, and the liquidating agent shall thereupon be relieved of responsibility and liability for the property so delivered to and received by the director. The director shall send immediately to each person in whose name the property stood on the books of the liquidated bank, at his or her last known address, in a securely closed, postpaid and registered letter, a notice that the property listed will be held in his or her name for a period of not less than two years. At any time after the mailing of such notice, and before the expiration of two years, such person may require the delivery of the property so held, by properly identifying himself or herself and offering evidence of his or her right thereto, to the satisfaction of the director.
[ 2014 c 37 s 236; 1994 c 92 s 124; 1955 c 33 s 30.44.200. Prior: 1947 c 148 s 3; Rem. Supp. 1947 s 3281-3. Formerly RCW 30.44.200.]

catchline: Duty of director—Notice to owner.


title: RCW 30A.44.210

text:
After the expiration of two years from the time of mailing the notice, the director shall mail in a securely closed postpaid registered letter, addressed to the person at his or her last known address, a final notice stating that two years have elapsed since the sending of the notice referred to in RCW 30A.44.200, and that the director will sell all the property or articles of value set out in the notice, at a specified time and place, not less than thirty days after the time of mailing the final notice. Unless the person shall, on or before the day mentioned, claim the property, identify himself or herself and offer evidence of his or her right thereto, to the satisfaction of the director, the director may sell all the property or articles of value listed in the notice, at public auction, at the time and place stated in the final notice: PROVIDED, That a notice of the time and place of sale has been published once within ten days prior to the sale in a newspaper of general circulation in the county where the sale is held. Any such property held by the director, the owner of which is not known, may be sold at public auction after it has been held by the director for two years, provided, that a notice of the time and place of sale has been published once within ten days prior to the sale in a newspaper of general circulation in the county where the sale is held.
[ 2014 c 37 s 237; 1994 c 92 s 125; 1985 c 469 s 15; 1955 c 33 s 30.44.210. Prior: 1947 c 148 s 4; Rem. Supp. 1947 s 3281-4. Formerly RCW 30.44.210.]

catchline: Final notice after two years—Sale.


title: RCW 30A.44.220

text:
The proceeds of such sale shall be deposited by the director in a bank to his or her credit, in trust for the benefit of the person entitled thereto, and shall be paid by him or her to such person upon receipt of satisfactory evidence of his or her right thereto.
All moneys so deposited remaining unclaimed for five years after deposit shall escheat to the state for the benefit of the permanent school fund and shall be paid by the director into the state treasury. It shall not be necessary to have the escheat adjudged in a suit or action.
[ 2014 c 37 s 238; 1994 c 92 s 126; 1955 c 33 s 30.44.220. Prior: 1947 c 148 s 5; Rem. Supp. 1947 s 3281-5. Formerly RCW 30.44.220.]

catchline: Disposition of proceeds—Escheat.


title: RCW 30A.44.230

text:
Whenever the personal property held by a liquidated bank shall consist either wholly or in part, of documents, letters, or other papers of a private nature, such documents, letters, or papers shall not be sold, but shall be retained by the director for a period of five years, and, unless sooner claimed by the owner, may be thereafter destroyed in the presence of the director and at least one other witness.
[ 2014 c 37 s 239; 1994 c 92 s 127; 1955 c 33 s 30.44.230. Prior: 1947 c 148 s 6; Rem. Supp. 1947 s 3281-6. Formerly RCW 30.44.230.]

catchline: Procedure as to papers, documents, etc.


title: RCW 30A.44.240

text:
A bank may for the purpose of voluntary liquidation transfer its assets and liabilities to another bank, by a vote, or with the written consent of the stockholders of record owning two-thirds of its capital stock, but only with the written consent of the director and upon such terms and conditions as he or she may prescribe. Upon any such transfer being made, or upon the liquidation of any such corporation for any cause whatever or upon its being no longer engaged in the business of a bank, the director shall terminate its certificate of authority, which shall not thereafter be revived or renewed. When the certificate of authority of any such corporation shall have been revoked, it shall forthwith collect and distribute its remaining assets, and when that is done the director shall certify the fact to the secretary of state, whereupon the corporation shall cease to exist and the secretary of state shall note that fact upon his or her records.
[ 2014 c 37 s 240; 1994 c 92 s 128; 1955 c 33 s 30.44.240. Prior: 1953 c 236 s 1; 1923 c 115 s 12; 1919 c 209 s 17; 1917 c 80 s 75; RRS s 3282. Formerly RCW 30.44.240.]

catchline: Transfer of assets and liabilities to another bank.


title: RCW 30A.44.250

text:
Whenever the director has taken possession of a bank for any cause, he or she may wind up such corporation and cancel its certificate of authority, unless enjoined from so doing, as herein provided. Or if at any time within ninety days after taking possession, he or she shall determine that all impairment and delinquencies have been made good, and that it is safe and expedient for such corporation to reopen, he or she may permit such corporation to reopen upon such terms and conditions as he or she shall prescribe. Before being permitted to reopen, every such corporation shall pay all of the expenses of the director, as herein elsewhere defined.
[ 2014 c 37 s 241; 1994 c 92 s 129; 1955 c 33 s 30.44.250. Prior: 1917 c 80 s 73; RRS s 3280. Formerly RCW 30.44.250.]

catchline: Reopening.


title: RCW 30A.44.260

text:
Where any files, records, documents, books of account or other papers have been taken over and are in the possession of the director in connection with the liquidation of any insolvent banks or trust companies under the laws of this state, the director may, in his or her discretion at any time after the expiration of one year from the declaration of the final dividend, or from the date when such liquidation has been entirely completed, destroy any of the files, records, documents, books of account or other papers which may appear to the director to be obsolete or unnecessary for future reference as part of the liquidation and files of his or her office.
[ 1994 c 92 s 130; 1955 c 33 s 30.44.260. Prior: 1925 ex.s. c 55 s 1; RRS s 3277-1. Formerly RCW 30.44.260.]

catchline: Destruction of records after liquidation.


title: RCW 30A.44.270

text:
(1) The federal deposit insurance corporation is hereby authorized and empowered to be and act without bond as receiver or liquidator of any bank the deposits in which are to any extent insured by that corporation and of which the director shall have taken possession pursuant to RCW 30A.44.010, 30A.44.020, or 30A.44.160.
(2) In the event of such closing, the director may appoint the federal deposit insurance corporation as receiver or liquidator of such bank.
(3) If the corporation accepts such appointment, it shall have and possess all the powers and privileges provided by the laws of this state with respect to a liquidator of a bank, its depositors and other creditors, and be subject to all the duties of such liquidator, except insofar as such powers, privileges, or duties are in conflict with the provisions of the federal deposit insurance act, as now or hereafter amended.
[ 2014 c 37 s 242; 2010 c 88 s 36; 1994 c 92 s 131; 1973 1st ex.s. c 54 s 1. Formerly RCW 30.44.270.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Federal deposit insurance corporation as receiver or liquidator—Appointment—Powers and duties.


title: RCW 30A.44.280

text:
The pendency of any proceedings for judicial review of the director's actions in taking possession and control of a bank and its assets for the purpose of liquidation shall not operate to defer, delay, impede, or prevent the payment or acquisition by the federal deposit insurance corporation of the deposit liabilities of the bank which are insured by the corporation. During the pendency of any proceedings for judicial review, the director shall make available to the federal deposit insurance corporation such facilities in or of the bank and such books, records, and other relevant data of the bank as may be necessary or appropriate to enable the corporation to pay out or to acquire the insured deposit liabilities of the bank. The federal deposit insurance corporation and its directors, officers, agents, and employees, and the director and his or her agents and employees shall be free from liability to the bank, its directors, stockholders, and creditors for or on account of any action taken in connection herewith.
[ 2014 c 37 s 243; 1994 c 92 s 132; 1973 1st ex.s. c 54 s 2. Formerly RCW 30.44.280.]

catchline: Payment or acquisition of deposit liabilities by federal deposit insurance corporation—Not hindered by judicial review—Liability.


title: RCW 30A.46.010

text:
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.
(1) "Unsafe condition" shall mean and include, but not be limited to, any one or more of the following circumstances:
(a) If a bank is less than well-capitalized;
(b) If a bank violates the applicable provisions of this title or any other law or regulation applicable to banks or trust companies;
(c) If a bank conducts a fraudulent or questionable practice in the conduct of its business that endangers a bank's reputation or threatens its solvency;
(d) If a bank conducts its business in an unsafe or unauthorized manner;
(e) If a bank violates any conditions of its charter or any agreement entered with the director; or
(f) If a bank fails to carry out any authorized order or direction of the examiner or the director.
(2) "Exceeded its powers" shall mean and include, but not be limited to the following circumstances:
(a) If a bank has refused to permit examination of its books, papers, accounts, records, or affairs by the director, assistant director, or duly commissioned examiners; or
(b) If a bank has neglected or refused to observe an order of the director to make good, within the time prescribed, any impairment of its capital.
(3) "Consent" includes and means a written agreement by the bank to either supervisory direction or conservatorship under this chapter.
[ 2014 c 37 s 244; 2010 c 88 s 37; 1994 c 92 s 133; 1975 1st ex.s. c 87 s 1. Formerly RCW 30.46.010.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Definitions.


title: RCW 30A.46.020

text:
(1) If upon examination or at any other time it appears to the director that any bank is in an unsafe condition and its condition is such as to render the continuance of its business hazardous to the public or to its depositors and creditors, or if such bank appears to have exceeded its powers or has failed to comply with the law, or if such bank gives its consent, then the director shall upon his or her determination (a) notify the bank of his or her determination, and (b) furnish to the bank a written list of the director requirements to abate his or her determination, and (c) if the director makes further determination to directly supervise, notify the bank that it is under the supervisory direction of the director and that the director is invoking the provisions of this chapter. If placed under supervisory direction the bank shall comply with the lawful requirements of the director within such time as provided in the notice of the director, subject however, to the provisions of this chapter. If the bank fails to comply within such time the director may appoint a conservator as hereafter provided.
(2) A person appointed as conservator by the director pursuant to this chapter is immune from criminal, civil, and administrative liability for any act done in good faith in the performance of the duties of conservator.
[ 2014 c 37 s 245; 2013 c 76 s 14; 1994 c 92 s 134; 1975 1st ex.s. c 87 s 2. Formerly RCW 30.46.020.]

catchline: Grounds for determining need for supervisory direction—Abatement of determination—Supervisory direction, procedure—Conservator, immunity.


title: RCW 30A.46.030

text:
During the period of supervisory direction the director may appoint a representative to supervise such bank and may provide that the bank may not do any of the following during the period of supervisory direction, without the prior approval of the director or the appointed representative:
(1) Dispose of, convey, or encumber any of the assets, excluding trust assets under management;
(2) Withdraw any of its bank accounts;
(3) Lend any of its funds;
(4) Invest any of its funds;
(5) Transfer any of its property; or
(6) Incur any debt, obligation, or liability.
[ 2014 c 37 s 246; 2013 c 76 s 15; 1994 c 92 s 135; 1975 1st ex.s. c 87 s 3. Formerly RCW 30.46.030.]

catchline: Supervisory direction—Appointment of representative to supervise—Restrictions on operations.


title: RCW 30A.46.040

text:
After the period of supervisory direction specified by the director for compliance, if he or she determines that such bank has failed to comply with the lawful requirements imposed, upon due notice and hearing or by consent of the bank, the director may appoint a conservator, who shall immediately take charge of such bank and all of its property, books, records, and effects. The conservator shall conduct the business of the bank and take such steps toward the removal of the causes and conditions which have necessitated such order, as the director may direct. During the pendency of the conservatorship the conservator shall make such reports to the director from time to time as may be required by the director, and shall be empowered to take all necessary measures to preserve, protect, and recover any assets or property of such bank, including claims or causes of actions belonging to or which may be asserted by such bank, and to deal with the same in his or her own name as conservator, and shall be empowered to file, prosecute, and defend any suit and suits which have been filed or which may thereafter be filed by or against such bank which are deemed by the conservator to be necessary to protect all of the interested parties for a property affected thereby. The director, or any newly appointed assistant, may be appointed to serve as conservator. If the director, however, is satisfied that such bank is not in condition to continue business in the interest of its customers under the conservator as above provided, the director may proceed with appropriate remedies provided by other provisions of this title.
[ 2014 c 37 s 247; 2013 c 76 s 16; 1994 c 92 s 136; 1975 1st ex.s. c 87 s 4. Formerly RCW 30.46.040.]

catchline: Conservator—Appointment—Grounds—Powers, duties, and functions.


title: RCW 30A.46.050

text:
All costs incident to supervisory direction and the conservatorship shall be fixed and determined by the director and shall be a charge against the assets of the bank, excluding trust assets under management, to be allowed and paid as the director may determine.
[ 2014 c 37 s 248; 2013 c 76 s 17; 1994 c 92 s 137; 1975 1st ex.s. c 87 s 5. Formerly RCW 30.46.050.]

catchline: Costs as charge against bank's assets.


title: RCW 30A.46.060

text:
During the period of the supervisory direction and during the period of conservatorship, the bank may request the director to review an action taken or proposed to be taken by the representative or conservator; specifying wherein the action complained of is believed not to be in the best interest of the bank, and such request shall stay the action specified pending review of such action by the director. Any order entered by the director appointing a representative and providing that the bank shall not do certain acts as provided in RCW 30A.46.030 and 30A.46.040, any order entered by the director appointing a conservator, and any order by the director following the review of an action of the representative or conservator as herein above provided shall be subject to review in accordance with the administrative procedure act of the state of Washington.
[ 2014 c 37 s 249; 2013 c 76 s 18; 1994 c 92 s 138; 1975 1st ex.s. c 87 s 6. Formerly RCW 30.46.060.]

catchline: Request for review of action—Stay of action—Orders subject to review.


title: RCW 30A.46.070

text:
Any suit filed against a bank or its conservator, after the entrance of an order by the director placing such bank in conservatorship and while such order is in effect, shall be brought in the superior court of Thurston county and not elsewhere. The conservator appointed hereunder for such bank may file suit in any superior court or other court of competent jurisdiction against any person for the purpose of preserving, protecting, or recovering any asset or property of such bank including claims or causes of action belonging to or which may be asserted by such bank.
[ 2014 c 37 s 250; 2013 c 76 s 19; 1994 c 92 s 139; 1975 1st ex.s. c 87 s 7. Formerly RCW 30.46.070.]

catchline: Suits against bank or conservator, where brought—Suits by conservator.


title: RCW 30A.46.080

text:
The conservator shall serve for such time as is necessary to accomplish the purposes of the conservatorship as intended by this chapter. If rehabilitated, the rehabilitated bank shall be returned to management or new managements under such conditions as are reasonable and necessary to prevent recurrence of the condition which occasioned the conservatorship.
[ 2014 c 37 s 251; 2013 c 76 s 20; 1975 1st ex.s. c 87 s 8. Formerly RCW 30.46.080.]

catchline: Duration of conservator's term—Rehabilitated banks—Management.


title: RCW 30A.46.090

text:
If the director determines to act under authority of this chapter, the sequence of his or her acts and proceedings shall be as set forth in this chapter. However, it is the purpose and substance of this chapter to authorize administrative discretion—to allow the director administrative discretion in the event of unsound banking operations—and in furtherance of that purpose the director is hereby authorized to proceed with regulation either under this chapter or under any other applicable provisions of law or under this chapter in connection with other law, either as such law is now existing or is hereinafter enacted, and it is so provided.
[ 2014 c 37 s 252; 2013 c 76 s 21; 1994 c 92 s 140; 1975 1st ex.s. c 87 s 9. Formerly RCW 30.46.090.]

catchline: Authority of director.


title: RCW 30A.46.100

text:
The director is empowered to adopt and promulgate such reasonable rules as may be necessary for the implementation of this chapter and its purposes.
[ 1994 c 92 s 141; 1975 1st ex.s. c 87 s 10. Formerly RCW 30.46.100.]

catchline: Rules.


title: RCW 30A.49.010

text:
As used in this chapter:
"Merging bank" means a party to a merger;
"Converting bank" means a bank converting from a state to a national bank, or the reverse;
"Merger" includes consolidation;
"Resulting bank" means the bank resulting from a merger or conversion.
Wherever reference is made to a vote of stockholders or a vote of classes of stockholders it shall mean only a vote of those entitled to vote under the terms of such shares.
[ 1986 c 279 s 43; 1955 c 33 s 30.49.010. Prior: 1953 c 234 s 1. Formerly RCW 30.49.010.]


title: RCW 30A.49.020

text:
This section is applicable where there is to be a resulting national bank.
Nothing in the law of this state shall restrict the right of a state bank to merge with or convert into a resulting national bank. The action to be taken by such merging or converting state bank and its rights and liabilities and those of its shareholders shall be the same as those prescribed at the time of the action for national banks merging with or converting into a resulting state bank by the law of the United States, and not by the law of this state, except that a vote of the holders of two-thirds of each class of voting stock of a state bank shall be required for the merger or conversion, and that on conversion by a state into a national bank the rights of dissenting stockholders shall be those specified in RCW 30A.49.090.
Upon the completion of the merger or conversion, the franchise of any merging or converting state bank shall automatically terminate.
[ 2014 c 37 s 253; 1955 c 33 s 30.49.020. Prior: 1953 c 234 s 2. Formerly RCW 30.49.020.]

catchline: State bank to resulting national bank—Laws applicable—Vote required—Termination of franchise.


title: RCW 30A.49.030

text:
This section is applicable where there is to be a resulting state bank.
Upon approval by the director, state or national banks may be merged to result in a state bank, or a national bank may convert into a state bank as hereafter prescribed, 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 law of the United States which shall also govern the rights of its dissenting shareholders.
[ 1994 c 92 s 142; 1955 c 33 s 30.49.030. Prior: 1953 c 234 s 3. Formerly RCW 30.49.030.]

catchline: State or national bank to resulting state bank—Law applicable to nationals.


title: RCW 30A.49.040

text:
This section is applicable where there is to be a resulting state bank, except in the case of reorganization and exchange as authorized by this title.
(1) The board of directors of each merging state bank shall, by a majority of the entire board, approve a merger agreement which shall contain:
(a) The name of each merging state or national bank and location of each office;
(b) With respect to the resulting state bank, (i) the name and location of the principal and other offices; (ii) the name and mailing address of each director to serve until the next annual meeting of the stockholders; (iii) the name and mailing address of each officer; (iv) the amount of capital, the number of shares and the par value, if any, of each share; and (v) the amendments to its charters and bylaws;
(c) Provisions governing the exchange of shares of the merging state or national banks for such consideration as has been agreed to in the merger agreement;
(d) A statement that the agreement is subject to approval by the director and the stockholders of each merging state or national bank;
(e) Provisions governing the manner of disposing of the shares of the resulting state bank if such shares are to be issued in the transaction and are not taken by dissenting shareholders of merging state or national banks;
(f) Such other provisions as the director requires to discharge his or her duties with respect to the merger;
(2) After approval by the board of directors of each merging state bank, the merger agreement shall be submitted to the director for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any merging national bank;
(3) Within sixty days after receipt by the director of the papers specified in subsection (2) of this section, the director shall approve or disapprove of the merger agreement, and if no action is taken, the agreement shall be deemed approved. The director shall approve the agreement if it appears that:
(a) The resulting state bank meets the requirements of state law as to the formation of a new state bank;
(b) The agreement provides an adequate capital structure including surplus in relation to the deposit liabilities of the resulting state bank and its other activities which are to continue or are to be undertaken;
(c) The agreement is fair;
(d) The merger is not contrary to the public interest.
If the director disapproves an agreement, he or she shall state his or her objections and give an opportunity to the merging state or national banks to amend the merger agreement to obviate such objections.
[ 1994 c 92 s 143; 1986 c 279 s 49; 1982 c 196 s 9; 1955 c 33 s 30.49.040. Prior: 1953 c 234 s 4. Formerly RCW 30.49.040.]
Notes:
Severability—1982 c 196: See note following RCW 30A.04.550.
Reorganization as subsidiary of bank holding company: RCW 30A.04.550 through 30A.04.570.

catchline: Merger to resulting state bank—Exception—Agreement, contents, approval, amendment.


title: RCW 30A.49.050

text:
To be effective, a merger which is to result in a state bank must be approved by the stockholders of each merging state bank by a vote of two-thirds of the outstanding voting stock of each class at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments in the merger agreement.
Unless waived in writing, notice of the meeting of stockholders shall be given by publication in a newspaper of general circulation in the place where the principal office of each merging state bank is located, at least once each week for four successive weeks, and by mail, at least fifteen days before the date of the meeting, to each stockholder of record of each merging state bank at his or her address on the books of his or her bank; no notice of publication need be given if written waivers are received from the holders of two-thirds of the outstanding shares of each class of stock. The notice shall state that dissenting stockholders will be entitled to payment of the value of only those shares which are voted against approval of the plan.
[ 2011 c 336 s 749; 1955 c 33 s 30.49.050. Prior: 1953 c 234 s 5. Formerly RCW 30.49.050.]

catchline: Merger to resulting state bank—Stockholders' vote—Notice of meeting—Waiver of notice.


title: RCW 30A.49.060

text:
A merger which is to result in a state bank shall, unless a later date is specified in the agreement, become effective after the filing with and upon the approval of the director of the executed agreement together with copies of the resolutions of the stockholders of each merging state or national bank approving it, certified by the bank's president or a vice president and a secretary. The charters of the merging banks, other than the resulting bank, shall thereupon automatically terminate.
The director shall thereupon issue to the resulting state bank a certificate of merger specifying the name of each merging state or national bank and the name of the resulting state bank. Such certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the merging state or national bank is held.
[ 1994 c 92 s 144; 1955 c 33 s 30.49.060. Prior: 1953 c 234 s 6. Formerly RCW 30.49.060.]

catchline: Merger to resulting state bank—Effective date—Termination of charters—Certificate of merger.


title: RCW 30A.49.070

text:
Except as provided in RCW 30A.49.100, a national bank located in this state which follows the procedure prescribed by the laws of the United States to convert into a state bank shall be granted a state charter by the director if he or she finds that the bank meets the standards as to location of offices, capital structures, and business experience and character of officers and directors for the incorporation of a state bank.
The national bank may apply for such charter by filing with the director 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 provisions of the laws of the United States governing the conversion of a national to a state bank, and the articles of incorporation, approved by the stockholders, for the government of the bank as a state bank.
[ 2014 c 37 s 254; 1994 c 92 s 145; 1955 c 33 s 30.49.070. Prior: 1953 c 234 s 7. Formerly RCW 30.49.070.]

catchline: Conversion of national to state bank—Requirements—Procedure.


title: RCW 30A.49.080

text:
A resulting state or national bank shall be the same business and corporate entity as each merging state or national bank or as the converting state or national bank with all property, rights, powers and duties of each merging state or national bank or the converting state or national 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 state or national bank.
A resulting state or national bank shall have the right to use the name of any merging state or national bank or of the converting bank whenever it can do any act under such name more conveniently.
Any reference to a merging or converting state or national bank in any writing, whether executed or taking effect before or after the merger or conversion, shall be deemed a reference to the resulting state or national bank if not inconsistent with the other provisions of such writing.
[ 1955 c 33 s 30.49.080. Prior: 1953 c 234 s 8. Formerly RCW 30.49.080.]

catchline: Resulting bank as same business and corporate entity—Use of name of merging, converting bank.


title: RCW 30A.49.090

text:
The owner of shares of a state bank which were voted against a merger to result in a state bank, or against the conversion of a state bank into a national bank, shall be entitled to receive their value in cash, if and when the merger or conversion becomes effective, upon written demand made to the resulting state or national bank at any time within thirty days after the effective date of the merger or conversion, accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the shareholders' meeting approving the merger or conversion, by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares, one by the board of directors of the resulting state or national bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not completed within ninety days after the merger or conversion becomes effective, the director shall cause an appraisal to be made.
The dissenting shareholders shall bear, on a pro rata basis based on the number of dissenting shares owned, the cost of their appraisal and one-half of the cost of a third appraisal, and the resulting bank shall bear the cost of its appraisal and one-half of the cost of the third appraisal. If the director causes an appraisal to be made, the cost of that appraisal shall be borne equally by the dissenting shareholders and the resulting bank, with the dissenting shareholders sharing their half of the cost on a pro rata basis based on the number of dissenting shares owned.
The resulting state or national bank may fix an amount which it considers to be not more than the fair market value of the shares of a merging or the converting bank at the time of the stockholders' meeting approving the merger or conversion, which it will pay dissenting shareholders of the bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state or national bank.
[ 1994 c 256 s 58; 1994 c 92 s 146; 1955 c 33 s 30.49.090. Prior: 1953 c 234 s 9. Formerly RCW 30.49.090.]
Notes:
Reviser's note: This section was amended by 1994 c 92 s 146 and by 1994 c 256 s 58, each without reference to the other. Both amendments are incorporated in the publication of this section pursuant to RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Rights of dissenting shareholder—Appraisal—Amount due as debt.


title: RCW 30A.49.100

text:
Where a resulting state bank is not to exercise trust powers, the director shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging state or national banks or the converting state or national bank.
[ 1994 c 92 s 147; 1955 c 33 s 30.49.100. Prior: 1953 c 234 s 10. Formerly RCW 30.49.100.]

catchline: Provision for successors to fiduciary positions.


title: RCW 30A.49.110

text:
If a merging or converting state or national bank has assets which do not conform to the requirements of state law for the resulting state bank or carries on business activities which are not permitted for the resulting state bank, the director may permit a reasonable time to conform with state law.
[ 1994 c 92 s 148; 1955 c 33 s 30.49.110. Prior: 1953 c 234 s 11. Formerly RCW 30.49.110.]

catchline: Assets, business—Time for conformance with state law.


title: RCW 30A.49.120

text:
Without approval by the director no asset shall be carried on the books of the resulting state bank at a valuation higher than that on the books of the merging or converting state or national bank at the time of its last examination by a state examiner or national bank examiner before the effective date of the merger or conversion.
[ 1994 c 92 s 149; 1955 c 33 s 30.49.120. Prior: 1953 c 234 s 12. Formerly RCW 30.49.120.]

catchline: Resulting state bank—Valuation of certain assets limited.


title: RCW 30A.49.125

text:
(1) This section is applicable where the resulting bank would have branches inside and outside the state of Washington.
(2) As used in this section, unless a different meaning is required by the context, the following words and phrases have the following meanings:
(a) "Combination" means a merger or consolidation, or purchase or sale of all or substantially all of the assets, including all or substantially all of the branches.
(b) "Out-of-state bank" means a bank, as defined in 12 U.S.C. Sec. 1813(a), which is chartered under the laws of any state other than this state, or a national bank, the main office of which is located in any state other than this state.
(c) "State" means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands.
(3) A bank chartered under this title may engage in a combination or purchase and assumption of one or more branches of an out-of-state bank with an out-of-state bank with the prior approval of the director if the combination or purchase and assumption would result in a bank chartered under this title. Upon notice to the director a bank chartered under this title and an out-of-state bank may engage in a combination if the combination would result in an out-of-state bank. However, that combination shall comply with applicable Washington law as determined by the director, including but not limited to applicable state merger laws, and the conditions and requirements of this section.
(4) Applications for the director's approval under subsection (3) of this section shall be on a form prescribed by the director and conditioned upon payment of a fee prescribed pursuant to RCW 30A.04.070. If the director finds that (a) the proposed combination will not be detrimental to the safety and soundness of the applicant or the resulting bank, (b) any new officers and directors of the resulting bank are qualified by character, experience, and financial responsibility to direct and manage the resulting bank, and (c) the proposed merger is consistent with the convenience and needs of the communities to be served by the resulting bank in this state and is otherwise in the public interest, the director shall approve the interstate combination and the operation of branches outside of Washington by the applicant bank. This transaction may be consummated only after the applicant has received evidence of the director's written approval.
(5) Any out-of-state bank that will be the resulting bank pursuant to an interstate combination involving a bank chartered under this title shall notify the director of the proposed combination not later than three days after the date of filing of an application for the combination with the responsible federal bank supervisory agency, and shall submit a copy of that application to the director and pay applicable filing fees, if any, required by the director. In lieu of notice from the proposed resulting bank the director may accept notice from the bank's supervisory agency having primary responsibility for the bank. The director shall have the authority to waive any procedures required by Washington merger laws if the director finds that the procedures are in conflict with applicable federal law or in conflict with the applicable law of the state of the resulting bank.
(6) Subject to RCW 30A.38.010(2), the deposit concentration limits stated in 12 U.S.C. Sec. 1831u(b)(2)(B) shall apply to the combination of an out-of-state bank and a nonaffiliated out-of-state bank or bank organized under this title or under the national bank act if the combination is an interstate merger transaction.
(7) A combination resulting in the acquisition, by an out-of-state bank that does not have branches in this state, of a bank organized under this title or the national bank act, shall not be permitted under this chapter unless the bank to be acquired, or its predecessors, have been in continuous operation, on the date of the combination, for a period of at least five years.
[ 2014 c 37 s 255; 1996 c 2 s 9. Formerly RCW 30.49.125.]
Notes:

catchline: Resulting bank has branches inside and outside of state—Application—Definitions—Combination or purchase and assumption requires director's approval—Deposit concentration limits.


title: RCW 30A.49.130

text:
If any provision of this chapter or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of the chapter are declared to be severable. The invalidity of any provision as to a national bank or as to the stockholders of a national bank shall not affect its validity as to a state bank or as to the stockholders of a state bank.
[ 1955 c 33 s 30.49.130. Prior: 1953 c 234 s 13. Formerly RCW 30.49.130.]

catchline: Severability—1955 c 33.


title: RCW 30A.56.010

text:
In this chapter the word "bank" includes savings banks, mutual savings banks, and trust companies, and "directors" shall include trustees.
[ 1955 c 33 s 30.56.010. Prior: 1933 c 49 s 2; RRS s 3293-2. Formerly RCW 30.56.010.]

catchline: "Bank" and "directors" defined.


title: RCW 30A.56.020

text:
The director is hereby empowered, upon the written application of the directors of a bank, if in his or her judgment the circumstances warrant it, to authorize a bank to postpone, for a period of ninety days and for such further period or periods as he or she may deem expedient, the payment of such proportions or amounts of the demands of its depositors from time to time as he or she may deem necessary. The period or periods of postponement and the proportions or amounts of the demands to be deferred shall be determined by him or her according to the ability of the bank to pay withdrawals. By the regulations prescribed for deferred payments, the director may classify accounts and limit payments to depositors of the several classes differently. The director's orders, regulations and directions shall be in writing and be filed in his or her office, and copies thereof shall be delivered to the bank and be forthwith posted in a conspicuous place in the banking room.
[ 1994 c 92 s 150; 1955 c 33 s 30.56.020. Prior: 1933 c 49 s 2; RRS s 3293-2. Formerly RCW 30.56.020.]

catchline: Postponement of payments on deposits—Order—Posting.


title: RCW 30A.56.030

text:
During postponement of payments the bank shall remain open for business and be in charge of its officers, but shall not make any loans, investments or expenditures except such as the director will approve as necessary to conserve its assets and pay the cost of operation. The bank's failure during a period of postponement to repay deposits existing at the commencement of the period, shall not authorize or require the director to take charge of or liquidate the bank, nor constitute ground for the appointment of a receiver.
[ 1994 c 92 s 151; 1955 c 33 s 30.56.030. Prior: 1933 c 49 s 3; RRS s 3293-3. Formerly RCW 30.56.030.]

catchline: Business during postponement.


title: RCW 30A.56.040

text:
Deposits received during a period of postponement and for sixty days thereafter shall be kept separate from other assets of the bank, shall not draw interest, shall not be loaned or invested except by depositing with reserve banks or investing in liquid securities approved by the director, and shall be withdrawable upon demand. If during a postponement of payments, or at the expiration thereof, the director shall take charge of the bank for liquidation, deposits made during the period of postponement shall be deemed trust funds and be repaid to the depositors forthwith.
[ 1994 c 92 s 152; 1955 c 33 s 30.56.040. Prior: 1933 c 49 s 4; RRS s 3293-4. Formerly RCW 30.56.040.]

catchline: Deposits received during postponement.


title: RCW 30A.56.050

text:
At the request of the directors of a bank, the director may propose a plan for its reorganization, if in his or her judgment it would be for the best interests of the bank's creditors and of the community which the bank serves. The plan may contemplate such temporary ratable reductions of the demands of depositors and other creditors as would leave its reserve adequate and its capital and surplus unimpaired after the charging off of bad and doubtful debts; and also may contemplate a postponement of payments as in a case falling within RCW 30A.56.020. The plan shall be fully described in a writing, the original of which shall be filed in the office of the director and several copies of which shall be furnished the bank, where one or more copies shall be kept available for inspection by stockholders, depositors and other creditors.
[ 2014 c 37 s 256; 1994 c 92 s 153; 1955 c 33 s 30.56.050. Prior: 1933 c 49 s 5; RRS s 3293-5. Formerly RCW 30.56.050.]

catchline: Plan for reorganization—Conditions.


title: RCW 30A.56.060

text:
If, within ninety days after the filing of the plan, creditors having unsecured demands against the bank aggregating not less than three-fourths of the amount of the unsecured demands of all its creditors, approved the plan, the director shall have power to declare the plan to be in effect. Thereupon the unsecured demands of creditors shall be ratably reduced according to the plan and appropriate debits shall be made in the books. The right of a secured creditor to enforce his or her security shall not be affected by the operation of the plan, but the amount of any deficiency to which he or she may be entitled shall be reduced as unsecured demands were reduced. If the plan contemplates a temporary postponement of payments, RCW 30A.56.020, 30A.56.030, and 30A.56.040 shall be applicable, and the bank shall comply therewith and conduct its affairs accordingly.
[ 2014 c 37 s 257; 1994 c 92 s 154; 1955 c 33 s 30.56.060. Prior: 1933 c 49 s 6; RRS s 3293-6. Formerly RCW 30.56.060.]

catchline: Approval of plan—Unsecured claims.


title: RCW 30A.56.070

text:
A bank for which such a plan has been put into effect shall not declare or pay a dividend or distribute any of its assets among stockholders until there shall have been set aside for and credited ratably to the creditors whose demands were reduced an amount equal to the aggregate of the reductions.
[ 1955 c 33 s 30.56.070. Prior: 1933 c 49 s 7; RRS 3293-7. Formerly RCW 30.56.070.]

catchline: No dividends until reductions paid.


title: RCW 30A.56.080

text:
The failure of a bank operating under such a plan to pay to a creditor at any time a sum greater than the plan then requires, shall not constitute a default nor authorize or require the director to take charge of or liquidate the bank nor entitle the creditor to maintain an action against the bank.
[ 1994 c 92 s 155; 1955 c 33 s 30.56.080. Prior: 1933 c 49 s 8; RRS 3293-8. Formerly RCW 30.56.080.]

catchline: Failure to pay in excess of plan, effect.


title: RCW 30A.56.090

text:
If the net assets of a bank operating under such a plan are sufficient to provide the capital and surplus of a newly organized bank in the same place, the director, under such reasonable conditions as he or she shall prescribe, may approve the incorporation of a new bank and permit it to take over the assets and business and assume the liabilities of the existing bank.
[ 1994 c 92 s 156; 1955 c 33 s 30.56.090. Prior: 1933 c 49 s 9; RRS s 3293-9. Formerly RCW 30.56.090.]

catchline: New bank may be authorized.


title: RCW 30A.56.100

text:
This chapter shall be known as the bank stabilization act.
[ 1955 c 33 s 30.56.100. Prior: 1933 c 49 s 1; RRS s 3293-1. Formerly RCW 30.56.100.]

catchline: Chapter designated "bank stabilization act."


title: RCW 30A.60.010

text:
(1) In conducting an examination of a bank chartered under *Title 30 RCW, the director shall investigate and assess the record of performance of the bank in meeting the credit needs of the bank's entire community, including low and moderate-income neighborhoods. The director shall accept, in lieu of an investigation or part of an investigation required by this section, any report or document that the bank is required to prepare or file with one or more federal agencies by the act of Congress entitled the "Community Reinvestment Act of 1977" and the regulations promulgated in accordance with that act, to the extent such reports or documents assist the director in making an assessment based upon the factors outlined in subsection (2) of this section.
(2) In making an investigation required under subsection (1) of this section, the director shall consider, independent of any federal determination, the following factors in assessing the bank's record of performance:
(a) Activities conducted by the institution to ascertain credit needs of its community, including the extent of the institution's efforts to communicate with members of its community regarding the credit services being provided by the institution;
(b) The extent of the institution's marketing and special credit related programs to make members of the community aware of the credit services offered by the institution;
(c) The extent of participation by the institution's board of directors in formulating the institution's policies and reviewing its performance with respect to the purposes of the Community Reinvestment Act of 1977;
(d) Any practices intended to discourage applications for types of credit set forth in the institution's community reinvestment act statement(s);
(e) The geographic distribution of the institution's credit extensions, credit applications, and credit denials;
(f) Evidence of prohibited discriminatory or other illegal credit practices;
(g) The institution's record of opening and closing offices and providing services at offices;
(h) The institution's participation, including investments, in local community and microenterprise development projects;
(i) The institution's origination of residential mortgage loans, housing rehabilitation loans, home improvement loans, and small business or small farm loans within its community, or the purchase of such loans originated in its community;
(j) The institution's participation in governmentally insured, guaranteed, or subsidized loan programs for housing, small businesses, or small farms;
(k) The institution's ability to meet various community credit needs based on its financial condition, size, legal impediments, local economic condition, and other factors;
(l) The institution's contribution of cash or in-kind support to local or statewide organizations that provide counseling, training, financing, or other services to small businesses; and
(m) Other factors that, in the judgment of the director, reasonably bear upon the extent to which an institution is helping to meet the credit needs of its entire community.
(3) The director shall include as part of the examination report, a summary of the results of the assessment required under subsection (1) of this section and shall assign annually to each bank a numerical community reinvestment rating based on a one through five scoring system. Such numerical scores shall represent performance assessments as follows:
(a) Excellent performance:
1
(b) Good performance:
2
(c) Satisfactory performance:
3
(d) Inadequate performance:
4
(e) Poor performance:
5
[ 2009 c 486 s 3; 2008 c 240 s 1; 1994 c 92 s 157; 1985 c 329 s 2. Formerly RCW 30.60.010.]
Notes:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to chapter 37, Laws of 2014, effective January 5, 2015.
Conflict with federal requirements—Intent—2009 c 486: See notes following RCW 28B.30.530.
Legislative intent—1985 c 329: "The legislature believes that commercial banks and savings banks doing business in Washington state have a responsibility to meet the credit needs of the businesses and communities of Washington state, consistent with safe and sound business practices and the free exercise of management discretion.
This act is intended to provide the supervisor of banking and the supervisor of savings and loan associations with the information necessary to enable the supervisors to better determine whether commercial banks, savings banks, and savings and loan associations are meeting the convenience and needs of the public.
This act is further intended to condition the approval of any application by a commercial bank, savings bank, or savings and loan association for a new branch or satellite facility, for an acquisition, merger, conversion, or purchase of assets of another institution not required for solvency reasons, or for the exercise of any new power upon proof that the applicant is satisfactorily meeting the convenience and needs of its community or communities." [ 1985 c 329 s 1.] "This act" consists of the enactment of RCW * 30.04.212, * 30.04.214, * 30.60.010, * 30.60.020, * 30.60.030, * 30.60.900, * 30.60.901, 32.40.010, 32.40.020, and 32.40.030 and this section and the 1985 c 329 amendment to *RCW 30.04.210.
*Reviser's note: RCW 30.04.212, 30.04.214, 30.60.010, 30.60.020, 30.60.030, 30.60.900, 30.60.901, and 30.04.210 were recodified as RCW 30A.04.212, 30A.04.214, 30A.60.010, 30A.60.020, 30A.60.030, 30A.60.900, 30A.60.901, and 30A.04.210, respectively, pursuant to 2014 c 37 s 4, effective January 5, 2015.

catchline: Examinations—Investigation and assessment of performance record in meeting community credit needs.


title: RCW 30A.60.020

text:
Whenever the director must approve or disapprove of an application for a new branch or satellite facility; for a purchase of assets, a merger, an acquisition or a conversion not required for solvency reasons; or for authority to engage in a business activity, the director shall consider, among other factors, the record of performance of the applicant in helping to meet the credit needs of the applicant's entire community, including low and moderate-income neighborhoods. Assessment of an applicant's record of performance may be the basis for denying an application.
[ 1994 c 92 s 158; 1985 c 329 s 3. Formerly RCW 30.60.020.]

catchline: Approval and disapproval of applications—Consideration of performance record in meeting community credit needs.


title: RCW 30A.60.030

text:
The director shall adopt all rules necessary to implement sections 2 through 6, chapter 329, Laws of 1985 by January 1, 1986.
[ 1994 c 92 s 159; 1985 c 329 s 7. Formerly RCW 30.60.030.]

catchline: Adoption of rules.


title: RCW 30A.60.901

text:
This act shall take effect on January 1, 1986, but the director may immediately take such steps as are necessary to ensure that this act is implemented on its effective date.
[ 1994 c 92 s 160; 1985 c 329 s 13. Formerly RCW 30.60.901.]

catchline: Effective date—1985 c 329.


title: RCW 30A.98.010

text:
The provisions of this title insofar as they are substantially the same as statutory provisions repealed by this chapter and relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments.
[ 1955 c 33 s 30.98.010. Formerly RCW 30.98.010.]

catchline: Continuation of existing law.


title: RCW 30A.98.015

text:
The provisions of this title, insofar as they are substantially the same as statutory provisions repealed by chapter 37, Laws of 2014 and relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments.
[ 2014 c 37 s 258.]


title: RCW 30A.98.020

text:
Title headings, chapter headings, and section or subsection headings, as used in this title do not constitute any part of the law.
[ 1955 c 33 s 30.98.020. Formerly RCW 30.98.020.]

catchline: Title, chapter, section headings not part of law.


title: RCW 30A.98.030

text:
If any provision of this title, or its application to any person or circumstance is held invalid, the remainder of the title, or the application of the provision to other persons or circumstances is not affected.
[ 1955 c 33 s 30.98.030. Formerly RCW 30.98.030.]

catchline: Invalidity of part of title not to affect remainder.


title: RCW 30A.98.040

text:
Nothing in this title shall be construed to affect the legality of investments, made prior to March 10, 1917, or of transactions had before March 10, 1917, pursuant to any provisions of law in force when such investment were made or transactions had. (Adopted from 1917 c 80 § 77.)
[ 1955 c 33 s 30.98.040. Formerly RCW 30.98.040.]

catchline: Prior investments or transactions not affected.


title: RCW 30A.98.045

text:
This title does not affect the legality of investments, made prior to January 5, 2015, or of transactions had before January 5, 2015, pursuant to any provisions of law in force when such investments were made or transactions had.
[ 2014 c 37 s 260.]


title: RCW 30A.98.050

text: See 1955 c 33 s 30.98.050.

catchline: Repeals and saving.


title: RCW 30A.98.060

text:
This act is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public institutions, and shall take effect immediately.
[ 1955 c 33 s 30.98.060. Formerly RCW 30.98.060.]

catchline: Emergency—1955 c 33.


title: RCW 30B.04.002

text:
This title may be known and cited as the Washington trust institutions act.
[ 2014 c 37 s 301.]

catchline: Short title.


title: RCW 30B.04.005

text:
Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.
The definitions in this section shall be liberally construed to accomplish the purposes of this title. Additional definitions, as applicable, are contained elsewhere in this title. The department may adopt by rule other definitions to accomplish the purposes of this title.
(1) "Account" means the client relationship established with a trust company involving the transfer of funds or property to the trust company, including a relationship in which the trust company acts as trustee, executor, administrator, guardian, custodian, conservator, bailee, receiver, registrar, or agent, but excluding a relationship in which the trust company acts solely in an advisory capacity.
(2) "Administer" with respect to real or tangible personal property means, as an agent or in another representative capacity, to possess, purchase, sell, lease, insure, safekeep, or otherwise manage the property.
(3) "Affiliate" means a company that controls, is controlled by, or is under common control with a trust institution.
(4) "Agent" has the same meaning as an agent at common law.
(5) "Authorized trust institution" means a trust institution with authority to engage in trust business in Washington state pursuant to federal or state law.
(6) "Bank" has the meaning set forth in 12 U.S.C. Sec. 1813(h); provided that the term "bank" does not include any "foreign bank" as defined in 12 U.S.C. Sec. 3101(7), except for any such foreign bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, the deposits of which are insured by the federal deposit insurance corporation.
(7) "Bank supervisory agency" means:
(a) Any agency of another state with primary responsibility for chartering and supervising a trust institution; and
(b) The office of the comptroller of the currency, the federal deposit insurance corporation, the board of governors of the federal reserve system, and any successor to these agencies.
(8) "Capital" has the meaning ascribed to that term by generally accepted accounting principles and applicable rules of the financial accounting standards board, and includes surplus and undivided profits.
(9) "Charter," "chartered," and "chartering" mean a charter or other certificate of authority issued by a financial services supervisory agency of an applicable governmental entity authorizing a trust institution to engage in business in its home state or other jurisdiction, or the act of granting or having had granted such a charter.
(10) "Client" means a person to whom a trust institution owes a duty or obligation under a trust or other account administered by the trust institution or as an advisor or agent, regardless of whether the trust institution owes a fiduciary duty to the person. The term includes the noncontingent beneficiaries of an account.
(11) "Company" includes a bank, trust company, corporation, limited liability company, partnership, association, business trust, or another trust.
(12) "Conservator" means the director or an agent of the director exercising the powers and duties provided in RCW 30B.46.060.
(13) "Control," "controls," "controlled," and "controlling," except as defined in RCW 30B.53.005 and as used in RCW 30B.04.040(12), 30B.08.030, 30B.12.020 (1) and (2), and 30B.38.080(1), mean and refer to:
(a) The ownership of or ability or power to vote, directly, acting through one or more other persons, or otherwise indirectly, more than fifty percent of the outstanding shares of a class of voting securities of a state trust company or other company;
(b) The ability to control the election of a majority of the board of a state trust company or other company;
(c) The power to exercise, directly or indirectly, a controlling influence over the management or policies of the state trust company or other company as determined by the director after notice and an opportunity for hearing; or
(d) The conditioning of the transfer of more than fifty percent of the outstanding shares or participation shares of a class of voting securities of a state trust company or other company on the transfer of more than fifty percent of the outstanding shares of a class of voting securities of another state trust company or other company.
(14) "Custodial account" means an account, established by a person with a bank as defined in 26 U.S.C. Sec. 408(n), or with another person approved by the internal revenue service as satisfying the requirements to be a nonbank trustee or a nonbank passive trustee set forth in United States treasury regulations under 26 U.S.C. Sec. 408, that is governed by an instrument concerning the establishment or maintenance, or both, of an individual retirement account, qualified retirement plan, Archer medical savings account, health savings account, Coverdell education savings account, any similar retirement or savings vehicle permitted under the internal revenue code of 1986, or as otherwise defined by the director by rule.
(15) "Department" means the Washington state department of financial institutions.
(16) "Depository institution" means any company chartered to act as a fiduciary and included for any purpose within any of the definitions of "insured depository institution" as set forth in 12 U.S.C. Sec. 1813(c)(2) and (3).
(17) "Director" means the director of the Washington state department of financial institutions.
(18) "Federal trust institution" means a special purpose national banking association authorized by the office of the comptroller of the currency, pursuant to the national bank act, 12 U.S.C. Sec. 92a, whose charter is granted for the purpose of it engaging primarily or solely in trust or other fiduciary activities.
(19) "Fiduciary record" means a matter written, transcribed, recorded, received, or otherwise in the possession or control of a trust company, whether in physical or electronic form, that is necessary to preserve information concerning an act or event relevant to an account or a client of a trust company.
(20) "Foreign bank" means a foreign bank, as defined in section 1(b)(7) of the international banking act of 1978, chartered to act as a fiduciary in a state other than Washington state. As used in this title, "foreign bank" excludes an alien bank authorized to do business in Washington state under chapter 30A.42 RCW.
(21) "Home state" means:
(a) With respect to a federally chartered trust institution and a foreign bank, the state in which such institution maintains its principal office; and
(b) With respect to any other trust institution, the state which chartered such institution.
(22) "Home state regulator" means the trust institutions supervisory agency with primary responsibility for chartering and supervising an out-of-state trust institution.
(23) "Host state" means a state, other than the home state of a trust institution, or a foreign country in which the trust institution maintains or seeks to acquire or establish an office.
(24) "Insolvent" means a circumstance or condition in which a state trust company:
(a) Has actual cash market value of its assets which are insufficient to pay its liabilities to its creditors;
(b) Is unable or lacks the means to meet its current obligations as they come due in the regular and ordinary course of business, even if the value of its assets exceeds its liabilities;
(c) Sells or attempts to sell substantially all of its assets other than as provided in RCW 30B.44A.050 or merges or attempts to merge substantially all of its assets or business with another entity other than as provided by chapter 30B.53 RCW; or
(d) Attempts to dissolve or liquidate without approval of the director under chapter 30B.44A RCW;
(e) After demand in writing by the director, fails to cure any deficiency in its reserves as required by statute or rule;
(f) After written demand by the director, the stockholders fail to cure within the time prescribed by the director an impairment of the state trust company's capital or surplus; or
(g) Is insolvent within the meaning of the United States bankruptcy code.
(25) "Instrument" means a revocable or irrevocable trust document created inter vivos or testamentary or any custodial account agreement.
(26) "Internet trust business" means a trust business that holds itself out as a trustee or fiduciary to the general public of Washington state by means of the internet or other electronic means.
(27) "Law firm" means a professional service corporation, professional limited liability company, or limited liability partnership, that is duly organized under the laws of Washington state and whose shareholders, members, or partners, respectively, are exclusively attorneys.
(28) "Limited liability trust company" means an entity organized or reorganized under the provisions of RCW 30B.08.020 to operate as a state trust company in limited liability company form pursuant to the authority of the director under chapter 30B.08 RCW.
(29) "Loans and extensions of credit" means direct or indirect advances of funds by a state trust company to a person that are conditioned on the obligation of the person to repay the funds or that are repayable from specific property pledged by or on behalf of the person.
(30) "Manager" means a person elected to the board of a limited liability trust company.
(31) "Officer" means the presiding officer of the board, the principal executive officer, or another officer appointed by the board of a state trust company or other company, or a person or group of persons acting in a comparable capacity for the state trust company or other company.
(32) "Out-of-state trust institution" means a trust institution that is not a state trust company under this title.
(33) "Person" means an individual, a company, or any other legal entity.
(34) "Principal shareholder" means a person who owns or has the ability or power to vote, directly, acting through one or more other persons, or otherwise indirectly, ten percent or more of the outstanding shares or participation shares of any class of voting securities of a state trust company or other company.
(35) "Private trust" has the meaning set forth in RCW 30B.64.005.
(36) "Private trust company" has the meaning set forth in RCW 30B.64.005.
(37) "Share" means a unit into which a proprietary interest of a trust institution is divided or subdivided by means of class, series, relative rights, or preferences, and includes beneficial interests in a state trust company organized as a corporation or limited liability company.
(38) "Shareholder" means the holder of a share as defined in this section.
(39) "State" means a state of the United States, the District of Columbia, a territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands.
(40) "State bank" means a bank authorized under Title 30A or 32 RCW to engage in trust business or an alien bank chartered or authorized under chapter 30A.42 RCW to exercise trust powers in Washington state.
(41) "State trust company" means a corporation or a limited liability company organized or reorganized under this title, including a trust company organized under the laws of Washington state before January 5, 2015.
(42) "State trust institution," as used in chapter 30B.10 RCW, means a state trust company or an out-of-state trust institution engaged in trust business in Washington state.
(43) "Third-party service provider" includes an independent contractor or other person, which a trust institution has engaged to perform services to facilitate the conduct of its business as a trust institution or affiliate, to perform the following functions:
(a) Noninternet-based data storage;
(b) Internet-related services, mobile applications, system and software development and maintenance, and security architecture, maintenance, and monitoring;
(c) Data processing services;
(d) Fiduciary activities or other contracted-for services constituting "trust business" under RCW 30B.04.005;
(e) Activities related to the trading of securities, derivatives, and other commodities;
(f) Bookkeeping, accounting, or similar functions; or
(g) Data analytics with respect to customers or prospective customers, or use of algorithmic technology by the trust institution in the conduct of fiduciary management.
(44) "Trust business" means the performance of, or holding out by, a person to the public by advertisement, solicitation, or other means that the person is available to perform one or more of the essential functions of trust business set forth in RCW 30B.08.080(1).
(45) "Trust company" means a state trust company or any other company chartered to act as a fiduciary that is neither a depository institution nor a foreign bank.
(46) "Trust department" means a division, subdivision, department, or group of officers and employees of a state bank authorized by the board of directors of the state bank to exercise trust powers pursuant to authority of the director granted pursuant to RCW 30A.08.150 or 32.08.210, as applicable.
(47) "Trust deposits" means the client funds held by a state trust company and authorized to be deposited with itself pending investment, distribution, or payment of debts on behalf of the client.
(48) "Trust institution" means a depository institution or foreign bank engaged in trust business, or a trust company.
(49) "Unauthorized trust activity" means to engage in trust business in Washington state without authority or exemption under this title.
[ 2019 c 389 s 2; 2014 c 37 s 302.]
Notes:
Reviser's note: The definitions in this section have been alphabetized pursuant to RCW 1.08.015(2)(k).

catchline: Definitions.


title: RCW 30B.04.010

text:
(1) A state trust company or out-of-state trust institution may register any name with the department in connection with establishing an office or otherwise engaged in trust business in Washington state pursuant to this title, except that the director may determine that a name proposed to be registered is potentially misleading to the public and require the registrant to select a name which is not potentially misleading.
(2) Use of "trust" as part of a person's name or fictitious trade name, or as part of a trademark or service mark in connection with transacting business with the public, or as part of advertising by any person to the public, is subject to the prohibitions and restrictions under RCW 30A.04.020.
[ 2019 c 389 s 3; 2014 c 37 s 303.]

catchline: Name of trust institution—Use of trust in name.


title: RCW 30B.04.020

text:
(1) The director has the power to adopt rules, as he or she determines necessary and appropriate, to implement the purposes and provisions of this title in accordance with the administrative procedure act, chapter 34.05 RCW.
(2) The director has the power, and broad administrative discretion, to administer and interpret the provisions of this title to facilitate the delivery of trust business and fiduciary services to the citizens of the state of Washington by trust businesses and other persons.
[ 2014 c 37 s 304.]

catchline: Rules—Administration and interpretation of title.


title: RCW 30B.04.030

text:
Subject to the conditions, restrictions, limitations, and requirements of this title, the following persons are authorized trust institutions in Washington state:
(1) A state trust company with a certificate of authority from the director to exercise the powers of a state trust company pursuant to chapter 30B.08 RCW;
(2) A state bank under Title 30A RCW exercising trust business powers under the authority of the director;
(3) A state bank under Title 32 RCW exercising trust business powers under the authority of the director;
(4) A *state savings association organized under Title 33 RCW exercising trust business powers under authority of Title 33 RCW as permitted by the director;
(5) A national bank authorized by the comptroller of the currency to act as a fiduciary in this state pursuant to 12 U.S.C. Sec. 92a;
(6) A federally chartered savings bank or *savings association authorized by the comptroller of the currency to act as a fiduciary in this state;
(7) An out-of-state state-chartered bank with a branch in this state established or maintained pursuant to and with trust powers under applicable law of a home state;
(8) An out-of-state trust institution with a trust office authorized by the director pursuant to this title;
(9) An alien bank under chapter 30A.42 RCW authorized by the director to act as a fiduciary or engage in trust business in this state pursuant to this title;
(10) A private trust or private trust company exempt from the regulation of the department under chapter 30B.64 RCW; or
(11) An exempt person under this title pursuant to RCW 30B.04.040.
[ 2014 c 37 s 305.]
Notes:
*Reviser's note: RCW 30B.04.005 was amended by 2019 c 389 s 2, deleting the definitions of "savings association" and "state savings association."

catchline: Persons authorized to act as a fiduciary.


title: RCW 30B.04.040

text:
A person is exempt from the requirement of a certificate of authority or approval under this title if the person is:
(1) An individual, sole proprietor, or general partnership or joint venture composed of individuals;
(2) Engaging in business in Washington state (a) as a national banking association or (b) as a federal mutual savings bank, federal stock savings bank, or federal savings and loan association under authority of the office of the comptroller of the currency;
(3) Acting in a manner otherwise authorized by law and within the scope of authority as an agent of a trust institution with respect to an activity which is not an unauthorized trust activity;
(4) Acting as a fiduciary solely by reason of being appointed by a court to perform the duties of a trustee, guardian, conservator, or receiver;
(5) While holding oneself out to the public as an attorney-at-law, law firm, or limited license legal technician, performing a service customarily performed as an attorney-at-law, law firm, or limited license legal technician in a manner approved and authorized by the supreme court of the state of Washington;
(6) Acting as an escrow agent pursuant to the escrow agent registration act, chapter 18.44 RCW, or in one's capacity as an authorized title agent under Title 48 RCW;
(7) Acting as trustee under a deed of trust delivered only as security for the payment of money or for the performance of another act;
(8) Receiving and distributing rents and proceeds of sale as a licensed real estate broker on behalf of a principal in a manner authorized by the Washington department of licensing;
(9) Engaging in a commodities or securities transaction or providing an investment advisory service in the capacity of a registered broker-dealer, investment advisor, or registered representative thereof, provided the activity is regulated by the department, the United States commodities futures trading commission, or the United States securities and exchange commission;
(10) Engaging in the sale and administration of an insurance product by an insurance company or agent licensed by the office of the insurance commissioner to the extent that the activity is regulated by the office of the insurance commissioner;
(11) Acting as trustee under a voting trust as provided by Washington state law;
(12) Acting as trustee by a public, private, or independent institution of higher education or a university system authorized under Washington state law, including its affiliated foundations or corporations, with respect to endowment funds or other funds owned, controlled, provided to, or otherwise made available to such institution with respect to its educational or research purposes;
(13) Acting as a private trust or private trust company to the extent exempt from regulation of the department as set forth in chapter 30B.64 RCW; or
(14) Engaging in other activities expressly excluded from the application of this title by rule of the director.
[ 2019 c 389 s 4; 2014 c 37 s 306.]

catchline: Activities not requiring certificate of authority or approval under this title.


title: RCW 30B.04.050

text:
(1) A person may not engage in unauthorized trust activity in this state.
(2) As a condition of engaging in trust business in this state, an out-of-state trust institution is required to obtain approval from the director and is subject to all other requirements of chapter 30B.38 RCW.
(3) As a condition of engaging in trust business in this state, a person, other than an out-of-state trust institution or an exempt person under RCW 30B.04.040, is required to organize and obtain a certificate of authority as a state trust company pursuant to chapter 30B.08 RCW.
(4) A person who violates the requirements of subsection (2) or (3) of this section, as applicable, engages in unauthorized trust activity and is subject to enforcement by the director as set forth in chapter 30B.10 RCW.
[ 2014 c 37 s 307.]

catchline: Persons subject to the requirement of a certificate of authority or approval under this title.


title: RCW 30B.04.060

text:
This title does not limit the privileges, immunities, and requirements of RCW 42.56.400(6), 30A.04.075, 32.04.220, and 33.04.110 in relation to trust companies, state banks, and state savings associations.
[ 2014 c 37 s 308.]

catchline: Confidentiality of examination information.


title: RCW 30B.04.070

text:
(1) A state trust company may not make loans or extensions of credit, nor extend leases, to any person except in relation to nonfiduciary corporate funds and only as set forth in this section.
(2) Unless authorized by subsection (4) of this section, a state trust company may make loans or leases to insiders only to the extent permitted for state banks under federal reserve board regulation O, 12 C.F.R. Part 215.
(3) Unless authorized by subsection (4) of this section, a state trust company may make loans or leases to affiliates as may be reasonably determined by the director by rule. In the absence of rule making to the contrary, the director shall be guided by sections 23a and 23b of the federal reserve act, 12 U.S.C. Secs. 371c and 371c-1, and federal reserve board regulation W, 12 C.F.R. Part 223, governing the permissibility of loans and leases to affiliates by state banks that are members of the federal reserve.
(4) Notwithstanding any other provision of this section, a state trust company may make loans or extensions of credit, or extend leases, in relation to nonfiduciary corporate funds, subject to approval of the director upon written application.
(5) The director may adopt rules interpreting this section and may impose further conditions and restrictions on loans and extensions of credit by state trust companies not inconsistent with this section.
[ 2014 c 37 s 309.]

catchline: Limits on loans to insiders and affiliates—Exceptions.


title: RCW 30B.04.080

text:
(1) A state trust company may acquire its own shares if:
(a) The amount of its capital is sufficient to fully absorb the acquisition of the shares under regulatory accounting principles; or
(b) The state trust company obtains the prior written approval of the director.
(2) A state trust company may acquire a lien upon its own shares if:
(a) The aggregate amount of indebtedness so secured is less than the amount of the state trust company's capital; or
(b) The state trust company obtains the prior written approval of the director.
[ 2014 c 37 s 310.]

catchline: Transactions in state trust company shares.


title: RCW 30B.04.090

text:
A state trust company may invest its nonfiduciary corporate funds in investments other than real estate, including securities, that are permissible for state banks under Title 30A RCW, and as may be made applicable for state trust companies by rule of the director.
[ 2014 c 37 s 311.]

catchline: Investment of corporate funds—Securities.


title: RCW 30B.04.100

text:
Except as otherwise provided by this chapter or rules adopted under this chapter, a state trust company may invest in corporations, limited liability companies, and other entities, and may acquire or establish a *subsidiary to conduct any activity that may lawfully be conducted through the form of organization chosen for the *subsidiary, in accordance with that which is permissible for state banks under RCW 30A.04.125 and 30A.04.127.
[ 2014 c 37 s 312.]
Notes:
*Reviser's note: RCW 30B.04.005 was amended by 2019 c 389 s 2, deleting the definition of "subsidiary."


title: RCW 30B.04.110

text:
A state trust company may not pledge or create a lien on any of its assets except to secure the repayment of money borrowed or as specifically authorized by RCW 30B.20.010, or by rule, or by a finding of the director that such conduct does not violate any other applicable law and serves the convenience of the state trust company and the public. An act, deed, conveyance, pledge, or contract in violation of this section is void.
[ 2019 c 389 s 5; 2014 c 37 s 313.]

catchline: Pledge of assets.


title: RCW 30B.04.120

text:
A state trust company may purchase, hold, and convey real estate, including facilities, for the purposes permissible for state banks under RCW 30A.04.210.
[ 2014 c 37 s 314.]

catchline: Investment in state trust company facilities.


title: RCW 30B.04.130

text:
(1) A state trust company shall keep its fiduciary records separate and distinct from other records of the state trust company.
(2) The fiduciary records must contain all material information relative to each account as appropriate under the circumstances.
(3) A state trust company shall comply with all other conditions and requirements for state banks engaging in trust business and the deposit of securities as set forth in RCW 30A.04.240.
[ 2014 c 37 s 315.]

catchline: Separation of trust records—Recordkeeping.


title: RCW 30B.04.140

text:
RCW 30A.04.260 applies to this title.
[ 2014 c 37 s 316.]

catchline: Legal services, advertising of—Penalty.


title: RCW 30B.04.160

text:
When there is a choice of law clause contained in a governing instrument in which a state trust company is a party, the choice of law of any state agreed to by the parties to such instrument shall control the interpretation and enforcement of the trust or custodial agreement comprising such instrument.
[ 2014 c 37 s 318.]

catchline: Choice of law clauses.


title: RCW 30B.04.170

text:
Except as set forth in RCW 30B.04.160, choice of law is governed by RCW 11.98.005.
[ 2014 c 37 s 319.]

catchline: Choice of law when instrument silent.


title: RCW 30B.04.180

text:
(1) Notwithstanding any provisions of this title, wherever notice by publication is required by a trust institution, such notice may be undertaken by internet publication upon terms and conditions that the director may prescribe by rule.
(2) Notice to shareholders required under this title may be undertaken by electronic means in the same manner as permitted for general business corporations under RCW 23B.01.410.
[ 2014 c 37 s 320.]

catchline: Public notice by electronic means.


title: RCW 30B.08.005

text:
Subject to the other provisions of this chapter, one or more persons may organize a state trust company.
[ 2014 c 37 s 321.]

catchline: Who may organize a state trust company.


title: RCW 30B.08.010

text:
Except as set forth in this chapter or as may be prescribed by rule of the director, RCW 30A.08.020, 30A.08.040, 30A.08.050, 30A.08.055, 30A.08.060, 30A.08.070, 30A.08.081, 30A.08.082, 30A.08.083, 30A.08.084, 30A.08.086, 30A.08.087, 30A.08.088, 30A.08.090, 30A.08.092, and * 30A.08.170 shall, in relation to state trust companies, govern the formation, furnishing of notice, approval or refusal of articles of organization, effect of failure to commence business, issuance and treatment of shares or equity, rights of preferred or special shareholders, determination of capital impairment, treatment of authorized unissued shares, amendment of articles of organization, authorization of increase or decrease of stock or equity, and appointment of nominees for the holding of securities, the same as if a state trust company were a state bank under Title 30A RCW.
[ 2014 c 37 s 322.]
Notes:
*Reviser's note: RCW 30A.08.170 was repealed by 2019 c 389 s 103.

catchline: Formation—Issuance of certificate of authority—Amendment of articles, etc.


title: RCW 30B.08.020

text:
(1) If the conditions of this section are met, an applicant to become a state trust company may organize as a limited liability trust company pursuant to this chapter. An applicant to become a state trust company, which is already organized as a limited liability company pursuant to chapter 25.15 RCW, may reorganize as and convert to a limited liability trust company under this title and be granted a certificate of authority pursuant to this chapter to operate as a state trust company if all conditions of this title are met.
(2)(a) Before a state trust company organized as a corporation may reorganize and convert to a limited liability trust company, the state trust company must obtain approval of the director.
(b)(i) To obtain approval under this subsection from the director, the state trust company must file a request for approval with the director at least sixty days before the day on which the state trust company becomes a limited liability trust company.
(ii) If the director does not disapprove the request for approval within sixty days from the day on which the director receives the request, the request is considered approved.
(iii) When taking action on a request for approval filed pursuant to this subsection, the director may:
(A) Approve the request;
(B) Approve the request subject to terms and conditions the director considers necessary; or
(C) Disapprove the request.
(3) To approve a request, the director must find that:
(a) The state trust company will operate in a safe and sound manner under a limited liability trust company structure; and
(b) The state trust company as a limited liability trust company has the characteristics set forth in subsections (4) and (5) of this section.
(4) Notwithstanding any provision to the contrary contained in chapter 25.15 RCW, a state trust company organized as or reorganized and converted to a limited liability trust company must be perpetual.
(5)(a) All rights, privileges, powers, duties, and obligations of a state trust company, which is organized as a limited liability trust company, and its members and managers shall be consistent with chapter 25.15 RCW, except the following:
(i) Permitting automatic dissolution or suspension of a limited liability company as set forth in RCW 25.15.265(1), pursuant to a statement of limited duration in a certificate of formation;
(ii) Permitting automatic dissolution or suspension of a limited liability company, pursuant to the limited liability company agreement, as set forth in RCW 25.15.265(2);
(iii) Permitting dissolution of the limited liability company agreement based upon agreement of all the members, as set forth in RCW 25.15.265(3);
(iv) Permitting dissociation of all the members of the limited liability company, as set forth in RCW 25.15.265(4); and
(v) Permitting automatic dissolution or suspension of a limited liability company, pursuant to operation of law, as otherwise set forth in chapter 25.15 RCW.
(b) Notwithstanding (a) of this subsection:
(i) For purposes of transferring a member's interests in the state trust company, a member's interest is treated like a share of stock in a corporation; and
(ii) If a member's interest is transferred voluntarily or involuntarily to another person, the person who receives the member's interest obtains the member's entire rights associated with the member's interest, including all economic rights and all voting rights.
(6)(a) Notwithstanding any provision of chapter 25.15 RCW or this section to the contrary, all voting members remain liable and responsible as fiduciaries of the limited liability trust company, regardless of resignation, dissociation, or disqualification, to the same extent that directors of a state trust company organized as a corporation would be or remain liable or responsible to the department.
(b) If death, incapacity, or disqualification of all members of the limited liability trust company would result in a complete dissociation of all members, then the state trust company is deemed nonetheless to remain in existence for purposes of the department having standing under chapter 30B.44B RCW to exercise the powers and authorities of a liquidating agent for the state trust company.
[ 2019 c 389 s 6; 2014 c 37 s 323.]

catchline: Limited liability trust company—Organization or conversion—Approval of director—Conditions—Application of chapter 25.15 RCW.


title: RCW 30B.08.030

text:
(1) An application for a certificate of authority to become a state trust company must be made under oath and in the form required by the director and must be supported by information, data, records, and opinions of counsel that the director requires including, without limitation and as requested by the department, authorizations by the incorporators and any proposed officer, director, manager, or managing participant to perform third-party background checks on them, plus fingerprints of these persons obtained from acceptable fingerprinting authorities.
(2) Consistent with RCW 30B.12.020(1), the application to organize a state trust company must propose as members of the board of directors not less than five directors, managers, or managing participants, at least two of whom shall not be officers, employees, or agents of the state trust company, or otherwise in control of the state trust company, either as a principal or in a representative capacity, as "control" is defined in RCW 30B.53.005.
(3) Prior to issuance of a certificate of authority by the department, the proposed members of the board of directors, as approved by the department, must each submit a declaration in conformity with RCW 30B.12.020(5).
(4) The application must be accompanied by all fees and deposits required by statute or by rule of the director.
(5) The director shall issue a certificate of authority to a state trust company only on proof that one or more viable markets exist within or outside of Washington state that may be served in a profitable manner by the establishment of the proposed state trust company. In making such a determination, the director shall:
(a) Examine the business plan which shall be submitted as part of the application for a certificate of authority to become a state trust company; and
(b) Consider:
(i) The market or markets to be served;
(ii) Whether the proposed organizational and capital structure and amount of initial capitalization is adequate for the proposed business and location;
(iii) Whether the anticipated volume and nature of business indicates a reasonable probability of success and profitability based on the market sought to be served;
(iv) Whether the proposed officers, directors, and managers, or managing participants, as a group, have sufficient fiduciary experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed state trust company will operate in compliance with law and that success of the proposed state trust company is probable;
(v) Whether each principal shareholder or participant has sufficient experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the proposed state trust company will be free from improper or unlawful influence or interference with respect to the state trust company's operation in compliance with law; and
(vi) Whether the organizers are acting in good faith.
(6) The failure of an applicant to furnish required information, data, opinions of counsel, other material, or the required fee is considered an abandonment of the application.
[ 2019 c 389 s 7; 2014 c 37 s 324.]

catchline: Application for state trust company certificate of authority.


title: RCW 30B.08.040

text:
(1) The director shall notify the organizers when the application is complete and accepted for filing and all required fees and deposits have been paid.
(2) At the expense of the organizers, the director shall investigate the application and inquire into the identity and character of each proposed director, manager, officer, managing participant, and principal shareholder or participant.
(3) The financial statement of a proposed officer, director, manager, or managing participant is confidential and not subject to public disclosure under chapter 42.56 RCW.
[ 2019 c 389 s 8; 2014 c 37 s 325.]

catchline: Notice and investigation of application.


title: RCW 30B.08.050

text:
(1) The director shall at time of application, to organize a state trust company, determine the minimum required initial capitalization of a proposed state trust company in the manner provided for in *RCW 30B.08.030(3)(b)(ii) and as further provided in this section.
(2) The director may consider the following safety and soundness factors when determining minimum required capital, including, but not limited to:
(a) The nature and type of business conducted;
(b) The nature and degree of liquidity in assets held in a corporate capacity;
(c) The amount of fiduciary assets under management;
(d) The type of fiduciary assets held and the depository of such assets;
(e) The complexity of fiduciary duties and degree of discretion undertaken;
(f) The competence and experience of management;
(g) The extent and adequacy of internal controls;
(h) The presence or absence of annual unqualified audits by an independent certified public accountant;
(i) The reasonableness of business plans for retaining or acquiring additional capital;
(j) The existence and adequacy of insurance obtained or held by the trust company for the purpose of protecting its clients, trust beneficiaries, and settlors;
(k) The history of operating losses, if any;
(l) The history of loss, if any, in relation to fiduciary or custodial accounts; and
(m) The amount of support from the state trust company's parent or affiliate.
(3) The effective date of a written finding requiring an existing state trust company to increase its capital must be stated in the written finding as on or after the thirty-first day after the date the written finding is mailed or delivered. Unless the state trust company requests a hearing before the director before the effective date of the written finding, the order becomes effective and is final and nonappealable. This subsection does not prohibit an application to reduce capital requirements of a proposed or an existing state trust company.
(4) Subject to subsection (2) of this section, a state trust company to which the director issues a certificate of authority shall at all times maintain capital in at least the amount required under subsection (1) of this section, plus any additional amount or less any reduction the director directs under subsection (2) of this section.
(5) Notwithstanding any provision of this section, the director may establish by rule safety and soundness standards for minimum required capital, additional required capital, and reduction of capital, for a proposed or existing state trust company.
[ 2014 c 37 s 326.]
Notes:
*Reviser's note: RCW 30B.08.030 was amended by 2019 c 389 s 7, changing subsection (3) to subsection (5).

catchline: Required capital.