2019 HB 74 (HEA 47, Ch. 92) — Special purpose depository institutions (W.S. 13-12-101 to -126)
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ORIGINAL HOUSE ENGROSSED
BILL NO. HB0074
ENROLLED ACT NO. 47, HOUSE OF REPRESENTATIVES
SIXTY-FIFTH LEGISLATURE OF THE STATE OF WYOMING
2019 GENERAL SESSION
AN ACT relating to banking; making legislative findings;
creating special purpose depository institutions as a new
financial institution; providing that special purpose
depository institutions shall be corporations; requiring that
depositors be business entities; specifying compliance with
applicable federal laws; establishing procedures for the
incorporation, chartering and operation of special purpose
depository institutions; establishing procedures for
liquidation, conservatorship and voluntary dissolution;
requiring a surety bond or pledged investments and specified
private insurance; authorizing special purpose depository
institutions to obtain federal deposit insurance; making
conforming amendments; authorizing positions; providing an
appropriation; and providing for effective dates.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1.
(a) The legislature finds the following:
(i) The rapid innovation of blockchain technology,
including the growing use of virtual currency and other
digital assets, has resulted in many blockchain innovators
being unable to access secure and reliable banking services,
hampering development of blockchain services and products in
the marketplace;
(ii) Federally insured financial institutions are
not generally permitted to manage accounts in virtual
currency or hold other digital assets;
(iii) Blockchain innovators have greater
compliance challenges with federal customer identification,
anti-money laundering and beneficial ownership requirements
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because of the complex nature of these obligations and the
unfamiliarity of regulators with blockchain innovators'
businesses;
(iv) These intricate obligations have resulted in
many financial institutions in Wyoming and across the United
States refusing to provide banking services to blockchain
innovators and also refusing to accept deposits in United
States currency obtained from the sale of virtual currency or
other digital assets;
(v) Compliance with applicable federal and state
laws is critical to ensuring the future growth and reputation
of the blockchain and technology industries as a whole;
(vi) Most financial institutions today do not have
the requisite expertise or familiarity with the challenges
facing blockchain innovators which is required to provide
secure and reliable banking services to these innovators;
(vii) A new type of Wyoming financial institution
that has expertise with customer identification, anti-money
laundering and beneficial ownership requirements could
seamlessly integrate these requirements into its operating
model; and
(viii) Authorizing special purpose depository
institutions to be chartered in Wyoming will provide a
necessary and valuable service to blockchain innovators,
emphasize Wyoming's partnership with the technology and
financial industry and safely grow this state's developing
financial sector.
Section 2. W.S. 13-12-101 through 13-12-126 are created
to read:
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CHAPTER 12
SPECIAL PURPOSE DEPOSITORY INSTITUTIONS
13-12-101. Short title.
This chapter may be cited as the "Special Purpose Depository
Institutions Act."
13-12-102. Applicability of other provisions.
(a) Except as otherwise provided in subsections (b) and
(c) of this section, all other provisions of this title shall
apply to this chapter.
(b) The following provisions of this title shall not
apply to this chapter:
(i) W.S. 13-1-101(a)(vii);
(ii) W.S. 13-1-201;
(iii) W.S. 13-2-101;
(iv) W.S. 13-2-201 through 13-2-214;
(v) W.S. 13-2-301;
(vi) W.S. 13-2-709;
(vii) W.S. 13-3-102;
(viii) W.S. 13-3-203;
(ix) W.S. 13-3-401 through 13-3-405;
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(x) W.S. 13-3-701 through 13-3-703;
(xi) W.S. 13-4-201 and 13-4-202(a)(i) through
(iii);
(xii) W.S. 13-4-206;
(xiii) W.S. 13-4-302; and
(xiv) W.S. 13-5-101 through 13-8-302.
(c) If any provision of law conflicts with this
chapter, this chapter shall control.
13-12-103. Special purpose depository institutions
created as corporations; operating authority; powers;
prohibition on lending.
(a) Consistent with this chapter, special purpose
depository institutions shall be organized as corporations
under the Wyoming Business Corporation Act to exercise the
powers set forth in subsection (b) of this section.
(b) Each special purpose depository institution may:
(i) Make contracts as a corporation under Wyoming
law;
(ii) Sue and be sued;
(iii) Receive notes and buy and sell gold and
silver coins and bullion as permitted by federal law;
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(iv) Carry on a nonlending banking business for
depositors, consistent with subsection (c) of this section;
(v) Provide payment services upon the request of
a depositor;
(vi) Make an application to become a member bank
of the federal reserve system;
(vii) Engage in any other activity that is usual
or incidental to the business of banking, subject to the prior
written approval of the commissioner. The commissioner shall
not approve a request to engage in an incidental activity if
he finds that the requested activity will adversely affect
the solvency or the safety and soundness of the special
purpose depository institution or conflict with any provision
of this chapter;
(viii) Exercise powers and rights otherwise
authorized by law which are not inconsistent with this
chapter.
(c) Except as otherwise provided in this subsection, a
special purpose depository institution shall not make loans,
including the provision of temporary credit relating to
overdrafts. A special purpose depository institution may
purchase debt obligations specified by W.S.
13-12-105(b)(iii).
(d) A special purpose depository institution shall
maintain its principal operating headquarters and the primary
office of its chief executive officer in Wyoming.
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(e) As otherwise authorized by this section, the
special purpose depository institution may conduct business
with depositors outside this state.
(f) Subject to the laws of the host state, a special
purpose depository institution may open a branch in another
state in the manner set forth in W.S. 13-2-803. A special
purpose depository institution, including any branch of the
institution, may only accept deposits or provide other
services under this chapter to depositors engaged in a bona
fide business which is lawful under the laws of Wyoming, the
laws of the host state and federal law.
13-12-104. Requirements relating to depositors; nature
of business.
(a) No depositor shall maintain an account with a
special purpose depository institution or otherwise receive
any services from the institution unless the depositor meets
the criteria of this subsection. A depositor shall:
(i) Be a legal entity other than a natural person;
(ii) Be in good standing with the jurisdiction in
the United States in which it is incorporated or organized;
(iii) Maintain deposits with the institution
totaling not less than five thousand dollars ($5,000.00);
(iv) Be engaged in a lawful, bona fide business,
consistent with subsection (c) of this section and W.S.
13-12-103(f); and
(v) Make sufficient evidence available to the
special purpose depository institution to enable compliance
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with anti-money laundering, customer identification and
beneficial ownership requirements, as determined by the
institution.
(b) A depositor which meets the criteria of subsection
(a) of this section shall be issued a depository account and
otherwise receive services from the special purpose
depository institution, contingent on the availability of
sufficient insurance under W.S. 13-12-119(e).
(c) Consistent with paragraphs (a)(iv) and (v) of this
section and in addition to any requirements specified by
federal law, a special purpose depository institution shall
require that a potential depositor provide reasonable
evidence that the person is engaged in a lawful, bona fide
business, or is likely to open a lawful, bona fide business
within the next six (6) months. As used in this subsection,
"reasonable evidence" includes business entity filings,
articles of incorporation or organization, bylaws, operating
agreements, business plans, promotional materials, financing
agreements or other evidence.
13-12-105. Required liquid assets.
(a) At all times, a special purpose depository
institution shall maintain unencumbered liquid assets valued
at not less than one hundred percent (100%) of its depository
liabilities.
(b) As used in this section, "liquid assets" means:
(i) United States currency held on the premises of
the special purpose depository institution;
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(ii) United States currency held for the special
purpose depository institution by a federal reserve bank or
a federally insured financial institution;
(iii) Investments which are highly liquid,
including those specified by W.S. 13-3-202 and obligations of
the United States treasury or other federal agency
obligations, consistent with rules adopted by the
commissioner.
13-12-106. Required contingency account.
(a) A special purpose depository institution shall
maintain a contingency account to account for unexpected
losses and expenses. A special purpose depository institution
may require the payment of contributions from depositors to
fund a contingency account. Initial capital under W.S.
13-12-110 shall constitute compliance with this subsection
for the first three (3) years a special purpose depository
institution is in operation. After the conclusion of the first
three (3) years of operation, a special purpose depository
institution shall maintain a contingency account totaling not
less than two percent (2%) of the depository liabilities of
the special purpose depository institution, provided that the
contingency account shall be adequate and reasonable in light
of current and prospective business conditions, as determined
by the commissioner.
(b) A depositor shall obtain a refund of any
contingency account contributions made under subsection (a)
of this section after closing an account with the special
purpose depository institution.
13-12-107. Applicable federal and state laws.
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A special purpose depository institution shall comply with
all applicable federal laws, including those relating to
anti-money laundering, customer identification and beneficial
ownership.
13-12-108. Required disclosures.
(a) A special purpose depository institution shall
display on any internet website it maintains, and at each
window or place where it accepts deposits, a sign
conspicuously stating that deposits are not insured by the
federal deposit insurance corporation, if applicable.
(b) Upon opening an account and if applicable, a
special purpose depository institution shall require each
depositor to execute a statement acknowledging that all
deposits at the special purpose depository institution are
not insured by the federal deposit insurance corporation. The
special purpose depository institution shall permanently
retain this acknowledgment.
(c) A special purpose depository institution shall
include in all advertising a disclosure that deposits are not
insured by the federal deposit insurance corporation, if
applicable.
13-12-109. Formation; articles of incorporation.
(a) Except as otherwise provided by subsection (e) of
this section, five (5) or more adult persons may form a
special purpose depository institution. The incorporators
shall subscribe the articles of incorporation and transmit
them to the commissioner as part of an application for a
charter under W.S. 13-12-111.
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(b) The articles of incorporation shall include the
following information:
(i) The corporate name;
(ii) The object for which the corporation is
organized;
(iii) The term of its existence, which may be
perpetual;
(iv) The place where its office shall be located
and its operations conducted;
(v) The amount of capital stock and the number of
shares;
(vi) The name and residence of each shareholder
subscribing to more than ten percent (10%) of the stock and
the number of shares owned by that shareholder;
(vii) The number of directors and the names of
those who shall manage the affairs of the corporation for the
first year; and
(viii) A statement that the articles of
incorporation are made to enable the incorporators to avail
themselves of the advantages of the laws of the state.
(c) Copies of all amended articles of incorporation
shall be filed in the same manner as the original articles of
incorporation.
(d) The incorporators shall solicit capital prior to
filing an application for a charter with the commissioner,
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consistent with W.S. 13-12-110. In the event an application
for a charter is not filed or is denied by the board, all
capital shall be promptly returned without loss.
(e) Subject to applicable federal and state law, a bank
holding company may apply to hold a special purpose depository
institution.
13-12-110. Required initial capital and surplus;
additional capital.
(a) The capital stock of each special purpose
depository institution chartered under this chapter shall be
subscribed for as fully paid stock. No special purpose
depository institution shall be chartered with capital stock
less than five million dollars ($5,000,000.00).
(b) No special purpose depository institution shall
commence business until the full amount of its authorized
capital is subscribed and all capital stock is fully paid in.
No special purpose depository institution may be chartered
without a paid up surplus fund of not less than three (3)
years of estimated operating expenses in the amount disclosed
pursuant to W.S. 13-12-111(b) or in another amount required
by the commissioner.
(c) A special purpose depository institution may
acquire additional capital prior to the granting of a charter
and may report this capital in its charter application.
13-12-111. Application for charter; fee; subaccount
created.
(a) No person shall act as a special purpose depository
institution without first obtaining a charter and certificate
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of authority to operate from the commissioner under this
chapter.
(b) The incorporators under W.S. 13-12-109(a) shall
apply to the commissioner for a charter. The application shall
contain the special purpose depository institution's articles
of incorporation, a detailed business plan, a comprehensive
estimate of operating expenses for the first three (3) years
of operation, a complete proposal for compliance with the
provisions of this chapter and evidence of the capital
required under W.S. 13-12-110. The commissioner may prescribe
the form of application by rule.
(c) Each application for a charter shall be accompanied
by an application fee established by the commissioner
pursuant to rule, which shall be no greater than the costs
incurred by the commissioner in reviewing the application.
The application fee shall be credited to the special purpose
depository institutions subaccount created by subsection (d)
of this section.
(d) The special purpose depository institutions
subaccount within the financial institutions administration
account is created. Funds in the subaccount shall be used by
the commissioner to supervise special purpose depository
institutions and to otherwise carry out the duties specified
by this chapter. Funds in the subaccount are continuously
appropriated to the subaccount and shall not lapse at the end
of any fiscal period. For purposes of accounting and investing
only, the special purpose depository institutions subaccount
shall be treated as a separate account from the financial
institutions administration account.
13-12-112. Procedure upon filing application.
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(a) Upon receiving an application for a special purpose
depository charter, the commissioner shall notify the
applicants in writing within thirty (30) calendar days of any
deficiency in the required information or that the
application has been accepted for filing. When the
commissioner is satisfied that all required information has
been furnished, he shall notify the chairman of the board who
shall establish a time and place for a public hearing which
shall be conducted not less than sixty (60) days, nor more
than one hundred twenty (120) days, after notice from the
commissioner to the applicants that the application is in
order.
(b) Within thirty (30) days after receipt of notice of
the time and place of the public hearing, the applicants shall
cause notice of filing of the application and the hearing to
be published at the applicants' expense in a newspaper of
general circulation within the county where the proposed
special purpose depository institution is to be located.
Publication shall be made at least once a week for three (3)
consecutive weeks before the hearing, stating the proposed
location of the special purpose depository institution, the
names of the applicants for a charter, the nature of the
activities to be conducted by the proposed institution and
other information required by rule. The applicants shall
furnish proof of publication to the commissioner not more
than ten (10) days prior to the hearing. The commissioner
shall send notice of the hearing to state and national banks,
federal savings and loan associations and other financial
institutions in the state and federal agencies who have
requested notice from the commissioner.
13-12-113. Procedure for hearings on charter
applications.
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The hearing for a charter application shall be conducted as
a contested case under the Wyoming Administrative Procedure
Act and shall comply with the requirements of that act.
13-12-114. Investigation and examination by
commissioner.
(a) Upon receiving the articles of incorporation, the
application for a charter and other information required by
the commissioner, the commissioner shall make a careful
investigation and examination of the following:
(i) The character, reputation, financial standing
and ability of the incorporators;
(ii) The character, financial responsibility,
banking or other financial experience and business
qualifications of those proposed as officers and directors;
and
(iii) The application for a charter, including the
adequacy and plausibility of the business plan of the special
purpose depository institution and whether the institution
has offered a complete proposal for compliance with the
provisions of this chapter.
(b) The commissioner shall submit the results of his
investigation and examination at the public hearing on the
charter application and shall be subject to cross examination
by any interested party. No relevant information shall be
excluded by the board as hearsay.
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13-12-115. Approval or disapproval of application;
criteria for approval; action upon application.
(a) Within ninety (90) days after receipt of the
transcript of the public hearing, the board shall render a
decision on the charter application based solely on the
following criteria:
(i) Whether the character, reputation, financial
standing and ability of the incorporators is sufficient to
afford reasonable promise of a successful operation;
(ii) Whether the character, financial
responsibility, banking or other financial experience and
business qualifications of those proposed as officers and
directors is sufficient to afford reasonable promise of a
successful operation;
(iii) The adequacy and plausibility of the
business plan of the special purpose depository institution;
(iv) Compliance with the capital and surplus
requirements of W.S. 13-12-110;
(v) The special purpose depository institution is
being formed for no other purpose than legitimate objectives
authorized by law;
(vi) That the name of the proposed special purpose
depository institution does not resemble so closely the name
of any other financial institution transacting business in
the state so as to cause confusion; and
(vii) Whether the applicants have complied with
all applicable provisions of state law.
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(b) The board shall approve an application upon making
favorable findings on the criteria set forth in subsection
(a) of this section. If necessary, the board may either
conditionally approve an application by specifying conditions
relating to the criteria or may disapprove the application.
The board shall state findings of fact and conclusions of law
as part of its decision. If the board approves the
application, the commissioner shall endorse upon the articles
of incorporation the approval of the board and shall transmit
one (1) copy to the secretary of state, retain one (1) copy
and return a copy to the applicants within twenty (20) days
after the date of the decision of the board approving the
application. If the board conditionally approves an
application and upon compliance with necessary conditions
required by the board, the commissioner shall proceed as
provided in the preceding sentence. If the board disapproves
the application, the commissioner shall mail notice of the
disapproval to the applicants within twenty (20) days of the
board's disapproval.
13-12-116. Certificate of authority to commence
business required; application; approval or denial; failure
to commence business.
(a) If an application is approved and a charter granted
by the board under W.S. 13-12-115, the special purpose
depository institution shall not commence business before
receiving a certificate of authority to operate from the
commissioner. The application for a certificate of authority
shall be made to the commissioner and shall certify the
address at which the special purpose depository institution
will operate and that all adopted bylaws of the institution
have been attached as an exhibit to the application. The
application shall state the identities and contact
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information of officers and directors. The commissioner shall
approve or deny an application for a certificate of authority
to operate within thirty (30) days after a complete
application has been filed. The authority of the commissioner
to disapprove any application shall be restricted solely to
noncompliance with this section, provided that if the
commissioner approves the application, he shall issue a
certificate of authority to the applicants within twenty (20)
days. If the commissioner denies the application, he shall
mail a notice of denial to the applicants within twenty (20)
days, stating the reasons for denying the application, and
grant to the applicants a period of ninety (90) days to
resubmit the application with the necessary corrections. If
the applicants fail to comply with requirements of the notice
of denial within ninety (90) days from the receipt of the
notice, the charter of the special purpose depository
institution shall be revoked by the commissioner. The failure
of the commissioner to act upon an application for a
certificate of authority within thirty (30) days shall be
deemed an approval.
(b) If an approved special purpose depository
institution fails to commence business in good faith within
six (6) months after the issuance of a certificate of
authority to operate by the commissioner, the charter and
certificate of authority shall expire. The board, for good
cause and upon an application filed prior to the expiration
of the six (6) month period, may extend the time within which
the special purpose depository institution may open for
business.
13-12-117. Decisions by board appealable; grounds.
Any decision of the board or commissioner in approving,
conditionally approving or disapproving a charter for a
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special purpose depository institution or the issuance or
denial of a certificate of authority to operate is appealable
to the district court of the county in which the institution
is to be located, in accordance with the provisions of the
Wyoming Administrative Procedure Act. In addition to the
grounds for appeal contained in the Wyoming Administrative
Procedure Act, an appellant may appeal if the board or the
commissioner fails to make any of the required findings or
otherwise take an action required by law.
13-12-118. Surety bond; pledged investments;
investment income; bond or pledge increases; hearings.
(a) Except as otherwise provided by subsection (b) of
this section, a special purpose depository institution shall,
before transacting any business, pledge or furnish a surety
bond to the commissioner to cover costs likely to be incurred
by the commissioner in a liquidation or conservatorship of
the special purpose depository institution. The amount of the
surety bond or pledge of assets under subsection (b) of this
section shall be determined by the commissioner in an amount
sufficient to defray the costs of a liquidation or
conservatorship.
(b) In lieu of a bond, a special purpose depository
institution may irrevocably pledge specified capital
equivalent to a bond under subsection (a) of this section.
Any capital pledged to the commissioner under this subsection
shall be held in a state or nationally chartered bank or
savings and loan association having a principal or branch
office in this state. All costs associated with pledging and
holding such capital are the responsibility of the special
purpose depository institution.
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(c) Capital pledged to the commissioner shall be of the
same nature and quality as those required for state financial
institutions under W.S. 9-4-805.
(d) Surety bonds shall run to the state of Wyoming, and
shall be approved under the terms and conditions required
under W.S. 9-4-804(b) and (c).
(e) The commissioner may adopt rules to establish
additional investment guidelines or investment options for
purposes of the pledge or surety bond required by this
section.
(f) In the event of a liquidation or conservatorship of
a special purpose depository institution pursuant to W.S.
13-12-122, the commissioner may, without regard to
priorities, preferences or adverse claims, reduce the surety
bond or capital pledged under this section to cash as soon as
practicable and utilize the cash to defray the costs
associated with the liquidation or conservatorship.
(g) Income from capital pledged under subsection (b) of
this section shall be paid to the special purpose depository
institution, unless a liquidation or conservatorship takes
place.
(h) Upon evidence that the current surety bond or
pledged capital is insufficient, the commissioner may require
a special purpose depository institution to increase its
surety bond or pledged capital by providing not less than
thirty (30) days written notice to the institution. The
special purpose depository institution may request a hearing
before the board not more than thirty (30) days after
receiving written notice from the commissioner under this
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subsection. Any hearing before the board shall be held
pursuant to the Wyoming Administrative Procedure Act.
13-12-119. Reports and examinations; supervisory fees;
required private insurance or bond.
(a) The commissioner may call for reports verified
under oath from a special purpose depository institution at
any time as necessary to inform the commissioner of the
condition of the institution.
(b) All reports required of special purpose depository
institutions by the commissioner and all materials relating
to examinations of these institutions shall be subject to the
provisions of W.S. 9-1-512.
(c) Every special purpose depository institution is
subject to the examination of the commissioner. The
commissioner or a duly appointed examiner shall visit and
examine special purpose depository institutions on a schedule
established by rule. The commissioner or a duly appointed
examiner shall make a complete and careful examination of the
condition and resources of a special purpose depository
institution, the mode of managing institution affairs and
conducting business, the actions of officers and directors in
the investment and disposition of funds, the safety and
prudence of institution management, compliance with the
requirements of this chapter and such other matters as the
commissioner may require. After an examination, the special
purpose depository institution shall remit to the
commissioner an amount equal to the total cost of the
examination. This amount shall be remitted to the state
treasurer and deposited into the special purpose depository
institutions subaccount created by W.S. 13-12-111(d).
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(d) On or before January 31 and July 31 of each year,
a special purpose depository institution shall compute and
pay supervisory fees to the commissioner based on the total
assets of the special purpose depository institution as of
the preceding December 31 and June 30 respectively.
Supervisory fees under this section shall provide for the
operating costs of the office of the commissioner and the
administration of the laws governing special purpose
depository institutions. Such fees shall be established by
rule of the commissioner and shall be adjusted by the
commissioner to assure consistency with the cost of
supervision. Supervisory fees shall be deposited by the
commissioner with the state treasurer and credited to the
special purpose depository institutions subaccount created by
W.S. 13-12-111(d).
(e) A special purpose depository institution shall
maintain appropriate insurance or a bond covering the
operational risks of the institution, which shall include
coverage for directors' and officers' liability, errors and
omissions liability and information technology infrastructure
and activities liability.
13-12-120. Suspension or revocation of charter.
(a) The commissioner may suspend or revoke the charter
of a special purpose depository institution if, after notice
and opportunity for a hearing, the commissioner determines
that:
(i) The special purpose depository institution has
failed or refused to comply with an order issued under W.S.
13-10-201 through 13-10-209;
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(ii) The application for a charter contained a
false statement or material misrepresentation or material
omission; or
(iii) An officer, director or agent of the special
purpose depository institution, in connection with an
application for a charter, examination, report or other
document filed with the commissioner, knowingly made a false
statement, material misrepresentation or material omission to
the board, the commissioner or the duly authorized agent of
the board or commissioner.
13-12-121. Continuing jurisdiction.
If the charter of a special purpose depository institution is
surrendered, suspended or revoked, the institution shall
continue to be subject to the provisions of this chapter
during any liquidation or conservatorship.
13-12-122. Failure of institution; unsound or unsafe
condition; applicability of other insolvency and
conservatorship provisions.
(a) If the commissioner finds that a special purpose
depository institution has failed or is operating in an unsafe
or unsound condition, as defined in this section, that has
not been remedied within the time prescribed under W.S.
13-4-203 through 13-4-205 or an order of the commissioner
issued pursuant to W.S. 13-10-201 through 13-10-209, the
commissioner shall conduct a liquidation or appoint a
conservator as provided by W.S. 13-4-301 and 13-4-303 through
13-4-703.
(b) As used in this section:
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(i) "Failed" or "failure" means, consistent with
rules adopted by the commissioner, a circumstance when a
special purpose depository institution has not:
(A) Complied with the requirements of W.S.
13-12-105;
(B) Maintained a contingency account, as
required by W.S. 13-12-106;
(C) Paid, in the manner commonly accepted by
business practices, its legal obligations to depositors on
demand or to discharge any certificates of deposit,
promissory notes or other indebtedness when due.
(ii) "Unsafe or unsound condition" means,
consistent with rules adopted by the commissioner, a
circumstance relating to a special purpose depository
institution which is likely to:
(A) Cause the failure of the institution, as
defined in paragraph (i) of this subsection;
(B) Cause a substantial dissipation of assets
or earnings;
(C) Substantially disrupt the services
provided by the institution to depositors;
(D) Otherwise substantially prejudice the
depository interests of depositors.
13-12-123. Voluntary dissolution of special purpose
depository institution; liquidation; reorganization;
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application for dissolution; filing fee; filing with the
secretary of state; revocation of charter.
(a) A special purpose depository institution may
voluntarily dissolve in accordance with the provisions of
this section. Voluntary dissolution shall be accomplished by
either liquidating the special purpose depository institution
or reorganizing the institution into an appropriate business
entity that does not engage in any activity authorized only
for a special purpose depository institution. Upon complete
liquidation or completion of the reorganization, the
commissioner shall revoke the charter of the special purpose
depository institution and afterward, the company shall not
use the word "special purpose depository institution" or
"bank" in its business name or in connection with its ongoing
business.
(b) The special purpose depository institution may
dissolve its charter either by liquidation or reorganization.
The board of directors shall file an application for
dissolution with the commissioner, accompanied by a filing
fee established by rule of the commissioner. The application
shall include a comprehensive plan for dissolution setting
forth the proposed disposition of all assets and liabilities,
in reasonable detail to effect a liquidation or
reorganization, and any other plans required by the
commissioner. The plan of dissolution shall provide for the
discharge or assumption of all of the known and unknown claims
and liabilities of the special purpose depository
institution. Additionally, the application for dissolution
shall include other evidence, certifications, affidavits,
documents or information as the commissioner may require,
including demonstration of how assets and liabilities will be
disposed, the timetable for effecting disposition of the
assets and liabilities and a proposal of the special purpose
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depository institution for addressing any claims that are
asserted after dissolution has been completed. The
commissioner shall examine the application for compliance
with this section, the business entity laws applicable to the
required type of dissolution and applicable rules. The
commissioner may conduct a special examination of the special
purpose depository institution, consistent with W.S.
13-12-119(c), for purposes of evaluating the application.
(c) If the commissioner finds that the application is
incomplete, the commissioner shall return it for completion
not later than sixty (60) days after it is filed. If the
application is found to be complete by the commissioner, the
commissioner shall approve or disapprove the application not
later than thirty (30) days after it is filed. If the
commissioner approves the application, the special purpose
depository institution may proceed with the dissolution
pursuant to the plan outlined in the application, subject to
any further conditions the commissioner may prescribe. If the
special purpose depository institution subsequently
determines that the plan of dissolution needs to be amended
to complete the dissolution, it shall file an amended plan
with the commissioner and obtain approval to proceed under
the amended plan. If the commissioner does not approve the
application or amended plan, the special purpose depository
institution may appeal the decision to the board pursuant to
the Wyoming Administrative Procedure Act.
(d) Upon completion of all actions required under the
plan of dissolution and satisfaction of all conditions
prescribed by the commissioner, the special purpose
depository institution shall submit a written report of its
actions to the commissioner. The report shall contain a
certification made under oath that the report is true and
correct. Following receipt of the report, the commissioner,
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no later than sixty (60) days after the filing of the report,
shall examine the special purpose depository institution to
determine whether the commissioner is satisfied that all
required actions have been taken in accordance with the plan
of dissolution and any conditions prescribed by the
commissioner. If all requirements and conditions have been
met, the commissioner shall, within thirty (30) days of the
examination, notify the special purpose depository
institution in writing that the dissolution has been
completed and issue a certificate of dissolution.
(e) Upon receiving a certificate of dissolution, the
special purpose depository institution shall surrender its
charter to the commissioner. The special purpose depository
institution shall then file articles of dissolution and other
documents required by W.S. 17-16-1401 through 17-16-1440 for
a corporation with the secretary of state. In the case of
reorganization, the special purpose depository institution
shall file the documents required by the secretary of state
to finalize the reorganization.
(f) If the commissioner determines that all required
actions under the plan for dissolution, or as otherwise
required by the commissioner, have not been completed, the
commissioner shall notify the special purpose depository
institution, not later than thirty (30) days after this
determination, in writing what additional actions shall be
taken in order for the institution to be eligible for a
certificate of dissolution. The commissioner shall establish
a reasonable deadline for the submission of evidence that
additional actions have been taken and the commissioner may
extend any deadline upon good cause. If the special purpose
depository institution fails to file a supplemental report
showing that the additional actions have been taken before
the deadline, or submits a report that is found not to be
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satisfactory by the commissioner, the commissioner shall
notify the special purpose depository institution in writing
that its voluntary dissolution is not approved, and the
institution may appeal the decision to the board pursuant to
the Wyoming Administrative Procedure Act.
13-12-124. Failure to submit required report; fees;
rules.
If a special purpose depository institution fails to submit
any report required by this chapter or by rule within the
prescribed period, the commissioner may impose and collect a
fee for each day the report is overdue, as established by
rule.
13-12-125. Willful failure to perform duties imposed by
law; removal.
(a) Each officer, director, employee or agent of a
special purpose depository institution, following written
notice from the commissioner, is subject to removal upon order
of the commissioner if he knowingly or willfully fails to:
(i) Perform any duty required by this act or other
applicable law; or
(ii) Conform to any rule or order of the
commissioner.
13-12-126. Rules.
The commissioner shall adopt all rules necessary to implement
this chapter, consistent with W.S. 13-12-107.
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Section 3. W.S. 13-1-101(a)(i) and by creating a new
paragraph (xvi), 13-1-201, 13-1-203, 13-1-204, 13-1-605(b) by
creating a new paragraph (vii), 13-2-103 and 13-10-201(a)(iv)
are amended to read:
13-1-101. Definitions.
(a) As used in this act, unless another definition is
specifically provided for a section, article or chapter of
this act:
(i) "Bank" means any corporation, excluding
national banks, having a place of business within this state
which engages in banking business, and includes a special
purpose depository institution, subject to the limitations
set forth in W.S. 13-12-101 through 13-12-126;
(xvi) "Special purpose depository institution"
means a corporation operating pursuant to W.S. 13-12-101
through 13-12-126.
13-1-201. Generally.
Subject to W.S. 13-12-102, this act applies to all banks in
this state organized under this act and to national banks
where specifically provided by the text.
13-1-203. Compliance required.
No person or entity shall carry on a banking business except
in compliance with this act or W.S. 13-12-101 through
13-12-126.
13-1-204. Use of terms or names.
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(a) No person or entity shall advertise, issue or
circulate any paper or exhibit any sign using any of the terms
"bank", "banker", "banking", "special purpose depository
institution", or words of similar import, or use the name of
any other financial institution as defined by W.S.
13-1-101(a)(ix) until they have fully complied with this act
or W.S. 13-12-101 through 13-12-126.
(b) Consistent with subsection (a) of this section, a
special purpose depository institution may refer to itself as
a bank.
13-1-605. State banking board; meetings; compensation;
purpose.
(b) The banking board shall:
(vii) Perform the duties prescribed in W.S.
13-12-101 through 13-12-126.
13-2-103. Federal deposit insurance.
(a) All banks, except special purpose depository
institutions, shall obtain insurance of their deposits by the
United States and shall subscribe for insurance of deposit
accounts by the federal deposit insurance corporation (FDIC).
(b) Nothing in this section shall be construed as
prohibiting a special purpose depository institution from
obtaining FDIC insurance, if available.
13-10-201. Definitions.
(a) As used in this article:
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(iv) "Wyoming financial institution" means any
bank, savings and loan association, special purpose
depository institution or trust company chartered or
organized under the laws of Wyoming.
Section 4. Consistent with this act, the banking
commissioner shall adopt rules governing special purpose
depository institutions on or before October 1, 2019,
provided these rules shall not take effect until October 1,
2019.
Section 5. The department of audit is authorized two
(2) additional full-time employees for the purposes of this
act. There is appropriated one hundred seventy-five thousand
six hundred four dollars ($175,604.00) of special revenue
funds from the financial institutions administration account
to the department of audit. This appropriation shall be for
the period beginning with the effective date of this act and
ending June 30, 2020. Notwithstanding any other provision of
law, this appropriation shall not be transferred or expended
for any other purpose and any unexpended, unobligated funds
remaining from this appropriation shall revert as provided by
law on June 30, 2020.
Section 6.
(a) Except as otherwise provided by subsection (b) of
this section, this act is effective October 1, 2019.
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(b) Section 4 of this act is effective immediately upon
completion of all acts necessary for a bill to become law as
provided by Article 4, Section 8 of the Wyoming Constitution.
(END)
Speaker of the House President of the Senate
Governor
TIME APPROVED: _________
DATE APPROVED: _________
I hereby certify that this act originated in the House.
Chief Clerk
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