The Mississippi International Banking Act

Miss. Code Ann. tit. 81, ch. 25

in effect

Miss. Code Ann. § 81-25-1 Short title; intention.

This chapter shall be known and may be cited as the “Mississippi International Banking Act.” This chapter is intended generally to provide for state regulation of the participation by foreign banks in the financial markets of the State of Mississippi. Consistent with the federal International Banking Act, the Bank Holding Company Act, the Federal Deposit Insurance Act, and the Interstate Banking and Branching Efficiency Act, this chapter is intended specifically: To authorize direct offices of foreign banks in the State of Mississippi in the form of branches, agency offices and representative offices; To authorize branch and agency banking activities and operations, under Mississippi licenses issued by the commissioner, in the State of Mississippi of foreign banks, generally under terms and conditions not less favorable than the terms and conditions under which such activities and operations may be conducted by federal branch or agency offices of foreign banks in the United States, and to set forth a statutory framework for the licensing, regulation and supervision of such state-licensed offices of foreign banks by the Commissioner to assure the safe and sound operation of such offices that are licensed under the laws of the State of Mississippi; To authorize representative offices in the State of Mississippi of foreign banks, and to set forth statutory provisions governing the licensing and supervision of such offices by the commissioner; and To ensure that the banking laws and regulations of the State of Mississippi otherwise apply to foreign banks, and to Mississippi and out-of-state banks and bank holding companies that are owned or controlled by foreign banks, in a manner consistent with the laws and policies of the United States governing the operations in this country of foreign banks.

Miss. Code Ann. § 81-25-3 Definitions.

For purposes of this chapter: “Bank” or “insured depository institution” means any bank the deposits of which are insured by the Federal Deposit Insurance Corporation, as provided in Section 2(c) of the Bank Holding Company Act (12 USCS 1841(c) or Section 3(a)(1) of the Federal Deposit Insurance Act (12 USCS 1813(a)(1)), other than a branch of a foreign bank. The term “bank” as used in this chapter shall not in any event include a foreign bank or a branch or agency of a foreign bank. “Foreign bank” means any company organized under the laws of a foreign country, a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, that engages directly in the business of banking, and the deposits of which are not insured by the Federal Deposit Insurance Corporation or any successor thereto. The term includes foreign commercial banks, foreign merchant banks and other foreign institutions that engage in banking activities usual in connection with the business of banking in the countries where such foreign institutions are organized or operating. “Out-of-state bank” means a bank, the home state of which is a state other than the State of Mississippi. “Out-of-state foreign bank” means a foreign bank, the home state of which is a state other than the State of Mississippi. “Mississippi state bank” means a bank organized under the laws of the State of Mississippi. “Mississippi national bank” means a national banking association having its headquarters within the State of Mississippi. “Mississippi bank” means a Mississippi state bank or a Mississippi national bank. “Bank holding company,” “subsidiary,” and “affiliate” have the same meaning as set forth in Section 2 of the Bank Holding Company Act (12 USCS 1841), and the term “control” shall be construed consistently with the provisions of Section 2(a)(2) of the Bank Holding Company Act (12 USCS 1841(a)(2)). “Out-of-state bank holding company” means a bank holding company, the home state of which is a state other than the State of Mississippi. “State” has the same meaning as is set forth in Section 3(a)(3) of the Federal Deposit Insurance Act (12 USCS 1813(a)(3)). “Home state” has the same meaning in reference to national banks, state banks, and bank holding companies as is set forth in Section 44(f)(4) of the Federal Deposit Insurance Act (12 USCS 1831(u)), and the same meaning in reference to foreign banks as is set forth in Section 5(c) of the federal International Banking Act (12 USCS 3103(c)). “Foreign person” means a natural or juridical person who is a citizen or national of one or more countries (including any colonies, dependencies, or possessions of such countries) other than the United States. “Direct office” means a branch, agency office or representative office of a foreign bank. “Branch,” when used in reference to an office of a foreign bank, means any office or place of business of a foreign bank at which deposits are received, as provided in Section 1(b)(3) of the federal International Banking Act (12 USCS 3101(3)), and when used in reference to an office of a bank as defined in this section, shall have the same meaning as is set forth in Section 3(o) of the Federal Deposit Insurance Act (12 USCS 1813(o)). “Interstate branch” means a branch of a bank or a branch of a foreign bank, as the context may require, which is (or is to be) established after September 29, 1994, pursuant to the authority contained in the Interstate Banking and Branching Efficiency Act, outside the home state of the bank or foreign bank. The term shall not include any branch of a corporation organized pursuant to 12 USCS 611, for the purpose of engaging in banking outside of the United States. “Agency,” when used in reference to an office of a foreign bank, means any office or place of business of a foreign bank located in any state of the United States at which: Credit balances may be maintained incidental to or arising out of the exercise of banking powers, Checks may be paid, Money may be lent, and Deposits are not accepted from citizens or residents of the United States, as provided in Section 1(b)(1) of the federal International Banking Act (12 USCS 3101(1)). “Federal branch” means a branch of a foreign bank that is licensed by the Comptroller of the Currency pursuant to the provisions of Section 4 of the federal International Banking Act (12 USCS 3102). “Federal agency” means an agency of a foreign bank that is licensed by the Comptroller of the Currency pursuant to the provisions of Section 4 of the federal International Banking Act (12 USCS 3102). “Mississippi state branch,” when used in reference to an office of a foreign bank, means a branch of a foreign bank that is located in the State of Mississippi and licensed pursuant to the provisions of Article 5 of this chapter. “Mississippi state agency,” when used in reference to an office of a foreign bank, means an agency of a foreign bank that is located in the State of Mississippi and licensed pursuant to the provisions of Article 5 of this chapter. “Representative office” means any office of a foreign bank which is located in any state and which is not a federal branch or agency, state branch or agency, or subsidiary of a foreign bank, as provided in Section 1(b)(15) of the federal International Banking Act (12 USCS 3101(15)), and the term “Mississippi representative office” means any such office that is located in the State of Mississippi. The term “United States,” when used in a geographical sense, means the several states, the District of Columbia, Puerto Rico, Guam, American Samoa, the American Virgin Islands, the Trust Territory of the Pacific Islands, and any other territory of the United States; and, when used in a political sense, means the federal government of the United States. “Bank Holding Company Act” means the federal Bank Holding Company Act of 1956, as amended (12 USCS 1841 et seq). “Federal Deposit Insurance Act” means the Federal Deposit Insurance Act, as amended (12 USCS 1813 et seq). “Federal International Banking Act” means the federal International Banking Act of 1978, as amended (12 USCS 3101 et seq). “Interstate Banking and Branching Efficiency Act” means the federal Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328, 108 Stat. 2338-2381 (September 29, 1994)(codified at various sections of Title 12, United States Code Service). “Commissioner” means the Mississippi Commissioner of Banking and Consumer Finance then in office and, where appropriate, all of his or her successors and predecessors in office. “Bank supervisory agency” means: 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; Any agency of another state with primary responsibility for chartering and supervising banks; and Any agency of a country (including any colonies, dependencies, possessions, or political subdivisions thereof) other than the United States.

Miss. Code Ann. § 81-25-5 Authority of commissioner to issue rules, regulations and orders.

The commissioner is authorized and empowered to issue such rules, regulations and orders as the commissioner may deem necessary in order to perform his or her duties and functions under this chapter and to administer and carry out the provisions and purposes of this chapter and to prevent evasions thereof.

Miss. Code Ann. § 81-25-7 Application in case of judicial finding of invalidity.

If any provision of this chapter or the application of such provision is found by any court of competent jurisdiction in the United States to be invalid as to any bank, bank holding company, foreign bank, or other person or circumstances, or to be superseded by federal law, the remaining provisions hereof shall not be affected and shall continue to apply to any bank, bank holding company, foreign bank, or other person or circumstances.

Miss. Code Ann. § 81-25-51 Intention.

This article is generally intended to ensure that the laws and regulations of the State of Mississippi applicable to the ownership and operations of Mississippi banks, and interstate branches in this state of out-of-state banks, do not discriminate against such banks that are owned or controlled by foreign banks or other foreign persons in a manner inconsistent with the provisions of Section 3(d) of the Bank Holding Company Act (12 USCS 1842(d)), as amended effective September 29, 1995, by Section 101 of the Interstate Banking and Branching Efficiency Act, or with other laws and policies of the United States.

Miss. Code Ann. § 81-25-53 Prohibition against discrimination.

Except as provided in subsection (2) of this section: The laws and regulations of the State of Mississippi governing the acquisition or ownership of controlling or other interests in Mississippi banks or in out-of-state banks seeking to establish and maintain one or more interstate branches in the State of Mississippi shall not generally prohibit ownership of such institutions by, or otherwise discriminate against, foreign banks or other foreign persons, notwithstanding any provision of the laws or regulations of the State of Mississippi to the contrary; The laws and regulations of the State of Mississippi governing the powers and activities of Mississippi banks and of out-of-state banks maintaining one or more interstate branches in the State of Mississippi shall not discriminate among such banks on the basis of their ownership or control by foreign banks or other foreign persons, notwithstanding any provision of the laws or regulations of the State of Mississippi to the contrary. Notwithstanding the provisions of subsection (1), the commissioner is authorized to apply any standards or requirements of the laws and regulations of the State of Mississippi governing the ownership, control or operations of Mississippi banks, even if applicable specifically or exclusively to foreign banks or other foreign persons, to the extent such standards or requirements are determined by regulation or order of the commissioner to be either: Substantially equivalent to or consistent with the standards or requirements governing the ownership, control or operations of Mississippi banks by foreign banks or other foreign persons under applicable U.S. federal laws or regulations, or otherwise consistent with the laws and policies of the United States, including its international agreements governing financial services.

Miss. Code Ann. § 81-25-101 Intention.

Consistent with the federal International Banking Act, the Bank Holding Company Act, the Federal Deposit Insurance Act, and the Interstate Banking and Branching Efficiency Act, this article is intended: To authorize banking activities and operations, under Mississippi licenses issued by the commissioner, of branch and agency offices in the State of Mississippi of foreign banks, generally under terms and conditions not less favorable than the terms and conditions under which such activities and operations may be conducted by federal branch or agency offices of foreign banks in the United States, and to set forth a statutory framework for the licensing, regulation and supervision of such Mississippi-licensed offices of foreign banks by the commissioner to assure the safe and sound operation of such offices that are licensed under the laws of the State of Mississippi; and To authorize representative offices in the State of Mississippi of foreign banks, and to set forth statutory provisions governing the licensing and supervision of such offices by the commissioner.

Miss. Code Ann. § 81-25-103 Prohibited transactions.

No foreign bank shall transact business in the State of Mississippi except at a Mississippi state branch or Mississippi state agency which it is licensed to establish and maintain pursuant to, and at which it conducts such activities as are permitted by, this chapter. Subsection (1) shall not be deemed to prohibit: Any foreign bank which establishes and maintains a federal agency or federal branch in the State of Mississippi from transacting at such federal agency or federal branch such business as it may be authorized to transact under applicable federal laws and regulations or from exercising any right otherwise extended to it under applicable federal law or regulation; Any foreign bank which does not maintain a Mississippi state branch or Mississippi state agency from making in the State of Mississippi loans secured by liens on real or personal property located in the State of Mississippi or enforcing such loans in the State of Mississippi; Any foreign bank which does not maintain a Mississippi branch from transacting trust business in the State of Mississippi as long as the trust business is not conducted from an office or location in the State of Mississippi and is otherwise authorized by law; Any foreign bank which maintains a Mississippi branch or agency from transacting business as agent for an affiliated depository or other institution in accordance with provisions of this chapter; or Any 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, from establishing and operating an interstate branch in the State of Mississippi in its capacity as a “state bank” as defined in the Federal Deposit Insurance Act, pursuant to the authorities contained in that act and in the laws of the State of Mississippi. For purposes of subsection (1), no foreign bank shall be deemed to be transacting business in the State of Mississippi merely because a subsidiary or affiliate transacts business in the State of Mississippi, including business that any depository institution subsidiary or affiliate may lawfully conduct in the State of Mississippi as an agent for the foreign bank in accordance with and to the extent authorized by the laws of the State of Mississippi and applicable regulations or orders of the commissioner.

Miss. Code Ann. § 81-25-105 Application to procure a license.

A foreign bank, in order to procure a license under this chapter to establish and maintain a Mississippi state branch or Mississippi state agency shall submit an application to the commissioner. Such application shall contain: The same information as required by the Board of Governors of the Federal Reserve System for an application to establish a branch or agency, as the case may be, in the United States; An instrument irrevocably appointing the commissioner or his or her successors in office to be such foreign bank’s agent, representative and attorney to receive service of any lawful judicial and administrative process in accordance with this chapter; and Such additional information as the commissioner may require by regulation or order.

Miss. Code Ann. § 81-25-107 Application procedures.

A foreign bank making an application under this chapter for a license to establish and maintain a Mississippi state branch or Mississippi state agency shall deliver to the commissioner: At least two (2) (or more as the commissioner may require by regulation) duplicate originals of the foreign bank’s application; and At least two (2) (or more as the commissioner may require by regulation) copies of its charter or articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the country of such foreign bank’s organization. The commissioner shall issue a license to a foreign bank to establish and maintain a Mississippi state branch or Mississippi state agency if he or she finds that: The foreign bank is of good character and sound financial standing; The management of the foreign bank and the proposed management of the Mississippi state branch or Mississippi state agency are adequate; The convenience and needs of persons to be served by the proposed Mississippi state branch or Mississippi state agency will be promoted; and The foreign bank satisfies such other standards as the commissioner may establish by regulation. If the commissioner determines to issue a license to a foreign bank to establish and maintain a Mississippi state branch or Mississippi state agency, he or she shall, when all fees have been paid as required under this chapter: Endorse on each document filed as part of the application the word “Filed,” and the date of the filing thereof and return to the foreign bank a copy of each document so endorsed; File in his or her office one (1) of such duplicate originals of the application and copies of the charter or articles of incorporation and amendments thereto; and Issue a license to establish and maintain a Mississippi state branch or Mississippi state agency to such foreign bank. Each license issued to a foreign bank to establish and maintain a Mississippi state branch or Mississippi state agency shall state fully the name of the foreign bank to which such license is issued, and all such other information as the commissioner may require by regulation or order. The commissioner may, by regulation or order, prescribe abbreviated application procedures and standards applicable to applications by foreign banks that have already established an initial Mississippi state branch or agency, subsequently to establish additional intrastate Mississippi state branches or agencies, as the case may be.

Miss. Code Ann. § 81-25-109 Application fee.

Upon applying to the commissioner under this chapter for a license to establish and maintain a Mississippi state branch or state agency, a foreign bank shall pay to the commissioner an application fee in such amount and in such manner as the commissioner shall require by regulation.

Miss. Code Ann. § 81-25-111 License prohibitions.

No foreign bank which is licensed under this chapter to establish and maintain a Mississippi state branch or Mississippi state agency shall concurrently maintain a federal branch or federal agency in the State of Mississippi. No foreign bank which maintains a federal branch or federal agency in the State of Mississippi shall concurrently be licensed under this chapter to maintain a Mississippi state branch or Mississippi state agency.

Miss. Code Ann. § 81-25-113 Regulation of operations.

Except as otherwise specifically provided in this article or in regulations or orders adopted by the commissioner, and notwithstanding any other law or regulation of the State of Mississippi to the contrary, operations of a foreign bank at a Mississippi state branch or Mississippi state agency shall be conducted with the same rights, privileges and powers as a Mississippi state bank at the same location and shall be subject to all the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply under the laws of the State of Mississippi to a Mississippi state bank doing business at the same location; provided, however, that fiduciary activities shall only be conducted from a branch office. Among other exceptions to the provisions of subsection (1) that may be required or authorized by the commissioner pursuant to the provisions of this article: A Mississippi state branch that was not grandfathered as an “insured branch” within the meaning of Section 6(c)(2) of the federal International Banking Act (12 USCS 3104(c)(2)) may not accept, from citizens or residents of the United States, deposits (other than credit balances that are incidental to or arise out of its exercise of other lawful banking powers) of less than One Hundred Thousand Dollars ($100,000.00), except to the extent that such deposits are determined by the Federal Deposit Insurance Corporation not to constitute “domestic retail deposit activities requiring deposit insurance protection” within the meaning of Section 6 of the federal International Banking Act (12 USCS 3104); A Mississippi state agency may not accept any deposits from citizens or residents of the United States (other than credit balances that are incidental to or arise out of its exercise of other lawful banking powers), but it may accept deposits from persons who are neither citizens nor residents of the United States; A Mississippi state branch or Mississippi state agency shall not be required to maintain federal or state deposit insurance under any law, regulation, or order of the State of Mississippi that requires Mississippi state banks and other depository institutions to maintain such deposit insurance, and the commissioner may, by regulation or order, exclude or exempt uninsured Mississippi state branches and/or Mississippi agencies from, or otherwise modify the applicability to uninsured Mississippi state branches and/or Mississippi agencies of, any law or regulation of the State of Mississippi that is generally applicable to insured Mississippi state banks, or that would otherwise be applicable to an insured Mississippi state bank doing business at the same location, as the commissioner may deem necessary or desirable, taking into account applicable limitations on the retail deposit-taking powers and privileges of Mississippi state branches and Mississippi agencies; Any limitation or restriction based on the capital stock and surplus of a Mississippi state bank shall be deemed to refer, as applied to a Mississippi state branch or Mississippi state agency, to the dollar equivalent of the capital stock and surplus of the foreign bank, and if the foreign bank has more than one Mississippi state branch or Mississippi state agency in this State, the business transacted by all such state branches and Mississippi state agencies shall be aggregated in determining compliance with the limitation; and The commissioner is expressly authorized to adopt such additional or modify the applicability of any existing standards, conditions or requirements, by regulation or order, as he or she may deem necessary to ensure the safety and soundness and the protection of creditors of the operations of branches and agencies of foreign banks in the State of Mississippi.

Miss. Code Ann. § 81-25-115 Certificate of authority.

No foreign bank which is licensed to establish and maintain a Mississippi state branch shall engage in fiduciary activities at such branch office unless such foreign bank shall have first obtained a certificate of authority from the commissioner to engage in fiduciary activities at such office. An application to obtain a certificate of authority to engage in fiduciary activities shall be in such form and contain such information, and be accompanied by such reasonable fee, as the commissioner may require by regulation. The commissioner shall issue a certificate of authority to engage in fiduciary activities to a foreign bank making an application under this section if he or she finds that such foreign bank will exercise fiduciary powers in accordance with the laws and regulations of the State of Mississippi. A foreign bank which holds a certificate of authority issued under this section may engage at its Mississippi state branch or Mississippi state agency in fiduciary activities to the same extent and in the same manner as if such foreign bank were a Mississippi state bank. A foreign bank which holds a certificate of authority issued under this section shall file all such reports, pay all such reasonable fees, and be subject to examination and supervision as the commissioner may determine by regulation. The commissioner may suspend or revoke a certificate to engage in fiduciary activities issued under this section if he or she finds: That conditions exist which would authorize the commissioner under this chapter to revoke or suspend such foreign bank’s license to establish and maintain a Mississippi state branch; or Any fact or condition exists which, if it had existed at the time of the foreign bank’s original application to obtain a certificate of authority to engage in fiduciary activities, would have resulted in the commissioner refusing to issue such certificate of authority to the foreign bank. Fiduciary activities shall not be permitted at agency or representative offices.

Miss. Code Ann. § 81-25-117 Permissible and prohibited activities.

A Mississippi state branch or Mississippi state agency of a foreign bank licensed under this chapter may receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations as an agent for any depository institution affiliate of such foreign bank, including branch, agency and other offices of the same foreign bank located in other states, generally in accordance with the same terms, conditions, procedures and requirements that are applicable under the laws and regulations of Mississippi to such agency activities that may be conducted by Mississippi state banks. Notwithstanding any other provision of the laws or regulations of the State of Mississippi, a Mississippi state branch or Mississippi state agency of a foreign bank acting in the State of Mississippi as an agent in accordance with the provisions of this section shall not be considered to be a branch of such other depository institution affiliate; however, no Mississippi state branch or Mississippi agency shall be authorized by this section to act as agent for a branch or agency of an affiliated foreign bank other than the foreign bank which has been licensed to transact business in the State of Mississippi pursuant to this chapter. A Mississippi state branch or Mississippi state agency of a foreign bank licensed under this chapter may not: Conduct any activity as an agent under this section which such office is prohibited from conducting as a principal under any applicable federal or state law, including but not limited to the acceptance of impermissible deposits; or As a principal, have an agent conduct any activity under this section which such office is prohibited from conducting under any applicable federal or state law, including but not limited to the acceptance of impermissible deposits. An agency relationship between a Mississippi state branch or Mississippi state agency of a foreign bank licensed under this chapter and a depository institution affiliate or other affiliate of such foreign bank shall in any event be on terms that are consistent with safe and sound banking practices and all applicable regulations and orders of the commissioner.

Miss. Code Ann. § 81-25-119 Establishment and maintenance of a Mississippi state representative office.

No foreign bank shall establish or maintain a Mississippi state representative office unless such foreign bank is licensed by the commissioner to maintain such a Mississippi representative office. Nothing in subsection (1) shall be deemed to prohibit a foreign bank which maintains a federal agency or federal branch in the State of Mississippi from establishing or maintaining one or more Mississippi representative offices.

Miss. Code Ann. § 81-25-121 Application for a license to establish and maintain a Mississippi representative office.

The application for a license to establish and maintain a Mississippi representative office shall be in writing under oath and shall be in such form and contain such information as the commissioner may require by regulation or order. The application shall be accompanied by a reasonable fee as the commissioner may establish by regulation. Each application to establish and maintain a Mississippi representative office shall include an instrument irrevocably appointing the commissioner or his or her successors in office to be such foreign bank’s agent, representative and attorney to receive service of any lawful judicial and administrative process in accordance with Section 81-25-101.

Miss. Code Ann. § 81-25-123 Application procedures.

A foreign bank making an application for a license to establish and maintain a Mississippi representative office shall deliver to the commissioner two (2) (or more as the commissioner may require by regulation) duplicate originals of the foreign bank’s application. The commissioner shall issue a license to a foreign bank to establish and maintain a Mississippi representative office if he or she finds that: The foreign bank is of good character and sound financial standing; The management of the foreign banks and the proposed management of the Mississippi representative office are adequate; and The convenience and needs of persons to be served by the proposed Mississippi representative office will be promoted. If the commissioner determines to issue a license to a foreign bank to establish and maintain a Mississippi representative office, he or she shall, when all fees have been paid as required under this chapter: Endorse on each duplicate original of the application the word “Filed,” and the date of the filing thereof and return to the foreign bank one (1) such duplicate original so endorsed; File in his or her office one (1) of such duplicate originals of the application; and Issue a license to establish and maintain a Mississippi representative office to such foreign bank. Each license issued to a foreign bank to establish and maintain a Mississippi representative office shall state fully the name of the foreign bank to which such license is issued, the address or addresses at which such Mississippi representative office is to be located and all such other information as the commissioner may require by regulation.

Miss. Code Ann. § 81-25-125 Permissible activities.

A foreign bank which is licensed to establish and maintain a Mississippi representative office may, subject to such regulations as the commissioner may prescribe, engage in the following activities: Solicitation for loans and in connection therewith the assembly of credit information, making of property inspections and appraisals, securing of title information, preparation of applications for loans including making recommendations with respect to action thereon, solicitation of investors to purchase loans from the foreign bank, and the search for such investors to contract with the foreign bank for servicing of such loans; The solicitation of new business; The conduct of research; and Back office administrative functions as may be more specifically defined in regulations issued by the commissioner. Any other activity which the foreign bank seeks to conduct at such office shall be subject to the prior written approval of the commissioner by general regulation or upon application in such form as the commissioner shall require by regulation or order. Notwithstanding subsection (1), a Mississippi representative office that is a regional administrative office of the foreign bank, as may be defined more fully by the commissioner in regulations and orders, may engage in credit approval activities if the foreign bank (a) gives forty-five (45) days prior written notice to the commissioner; and (b) the commissioner does not object within such forty-five (45) day period to the conduct of such activities by the Mississippi representative office. Written notice under this subsection shall be in such a form and contain such information as the commissioner shall require by regulation or order.

Miss. Code Ann. § 81-25-127 Revocation of license.

The commissioner, after notice and opportunity for a hearing, may revoke a license to establish and maintain a Mississippi representative office if he or she finds: The foreign bank has violated any provision of this chapter or any other law, rule or regulation of the State of Mississippi; or Any fact or condition exists which, if it had existed at the time of the foreign bank’s original application for such license, would have resulted in the commissioner refusing to issue such license to the foreign bank.

Miss. Code Ann. § 81-25-129 Posting of license.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall post its license in a conspicuous place at such office.

Miss. Code Ann. § 81-25-131 License transfer restriction.

No license issued by the commissioner in accordance with this chapter shall be transferable or assignable.

Miss. Code Ann. § 81-25-133 Filing of instrument to appoint commissioner as agent, representative and attorney.

A foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency, or Mississippi representative office shall file with the commissioner an instrument irrevocably appointing the commissioner and his or her successors in office to be such foreign bank’s agent, representative and attorney to receive service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank’s activities in the State of Mississippi after such appointment has been filed, with the same force and validity as if served directly on the foreign bank or its successor, as the case may be. Such appointment shall be in such form and contain such information as the commissioner may require by regulation or order. Any foreign bank which establishes a Mississippi state branch, Mississippi state agency or Mississippi representative office and which has not filed with the commissioner an instrument pursuant to subsection (1) of this section shall be deemed by the establishment of such office to have appointed the commissioner as its agent, representative and attorney to receive service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank’s activities in the State of Mississippi, with the same force and validity as if served directly on the foreign bank or its successor, as the case may be.

Miss. Code Ann. § 81-25-135 Service of processes, notices and demands.

Service of any lawful process in any judicial or administrative proceeding against the foreign bank or any of its successors which arises out of the foreign bank’s activities in this state shall be made on the commissioner by delivering to and leaving with him or her, or with any official having charge of his or her office, duplicate copies of such process, notice or demand. If any process, notice or demand is served on the commissioner, he or she shall immediately cause a copy thereof to be forwarded by registered mail addressed to such foreign bank at its principal office as the same appears in his or her records. Any service so had on the commissioner shall be returnable in not less than thirty (30) days. Nothing in this chapter limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law. The commissioner shall keep a record of all processes, notices and demands served upon him or her under this section and shall record therein the time of such service and his or her action with reference thereto.

Miss. Code Ann. § 81-25-137 Filing of amendments to articles of incorporation.

A foreign bank which is licensed to maintain a Mississippi state branch or Mississippi state agency, whenever its articles of incorporation are amended, shall forthwith file in the office of the commissioner a copy of such amendment duly authenticated by the proper officer of the country of such foreign bank’s organization, but the filing thereof may not of itself enlarge or alter the purpose or purposes for which such foreign bank is authorized to pursue in the transaction of its business in the State of Mississippi, nor authorize such foreign bank to transact business in the State of Mississippi under any name other than the name set forth in its license, nor extend the duration of its corporate existence.

Miss. Code Ann. § 81-25-139 Amendment to license.

A foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency must secure an amended license if it changes its corporate name, changes the duration of its corporate existence or desires to pursue in the State of Mississippi other or additional purposes than those set forth in its prior application under this chapter for a license, by making application therefor to the commissioner. The requirements with respect to the form and contents of an application under subsection (1), the manner of its execution, the filing of duplicate originals thereof with the commissioner, the issuance of an amended license and the effect thereof shall be the same as in the case of an initial application for a license to establish and maintain a Mississippi state branch or Mississippi state agency.

Miss. Code Ann. § 81-25-141 Notice of acquisition or merger.

A foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall file with the commissioner a notice, in such form and containing such information as the commissioner may prescribe, no later than fourteen (14) calendar days after such foreign bank becomes aware of any acquisition of control of such foreign bank or merges with another foreign bank.

Miss. Code Ann. § 81-25-143 Notice of relocation.

No foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall relocate any such office unless the foreign bank provides prior written notice to commissioner and the commissioner shall have approved such relocation. Written notice provided by a foreign bank under this section shall be in such form and contain such information as the commissioner shall require by regulation or order.

Miss. Code Ann. § 81-25-145 Examination by commissioner.

A Mississippi state branch, Mississippi state agency or Mississippi representative office shall be subject to examination by the commissioner at such intervals and in such a manner as he or she shall establish by regulation or order. In conducting an examination pursuant to this section, the commissioner shall: Have full access to the offices, books, accounts, and records of each office located in the State of Mississippi as well as all of the books, accounts and records maintained in this state of any office not located in the State of Mississippi of such foreign bank; and Have authority to require the attendance of and to examine under oath all persons whose testimony may be required relative to the activities of such office. A foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall be assessed a reasonable fee for the expenses incurred by the commissioner in making an examination of such office. Such fee shall be assessed in an amount and in a manner as the commissioner shall establish by regulation. A foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall be subject to all reasonable fees and expenses in such amounts as the commissioner may require by regulation.

Miss. Code Ann. § 81-25-147 Power and authority of commissioner.

The commissioner shall have all of the powers granted to him or her by the laws of the State of Mississippi to the extent appropriate to enable him or her to supervise each Mississippi state branch, Mississippi state agency, or Mississippi representative office. If, after notice and a hearing, the commissioner finds that any person has violated any provision of this chapter or of any regulation or order issued under this chapter, he or she may, in addition to any other remedy or action available to the commissioner under the laws of the State of Mississippi, order such person to pay to the commissioner a civil penalty in such a manner and in such an amount as the commissioner shall determine in accordance with the laws of the State of Mississippi and regulations thereunder. In order to carry out the purposes under this chapter, the commissioner may: Enter into cooperative, coordinating or information-sharing agreements with any other bank supervisory agency or any organization affiliated or representing one or more bank supervisory agencies; With respect to periodic examination or other supervision of a foreign bank that maintains a Mississippi state branch, Mississippi state agency or Mississippi representative office, accept reports of examinations performed by, and reports submitted to, other bank supervisory agencies in lieu of conducting examinations, or of receiving reports, as might otherwise be required under this article; Enter into joint examinations or joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any foreign bank, however, the commissioner may at any time take any such actions independently if the commissioner determines that such actions are necessary or appropriate to carry out his or her responsibilities under this chapter and to ensure compliance with the laws of the State of Mississippi; Enter into contracts with any bank supervisory agency having concurrent regulatory or supervisory jurisdiction over a foreign bank maintaining a Mississippi state branch, Mississippi state agency or Mississippi representative office, to engage the services of such agency’s examiners at a reasonable rate of compensation or provide the services of the commissioner’s examiners at a reasonable rate of compensation, provided that such contracts shall be in accordance with the policies and administrative procedures of the Mississippi State Personnel Board; and Assess supervisory and examination fees that shall be payable by foreign banks maintaining a Mississippi state branch, Mississippi state agency or Mississippi representative office in connection with the commissioner’s performance of his or her duties under this chapter and in accordance with regulations adopted by the commissioner. Supervisory or examination fees assessed by the commissioner in accordance with the provisions of this chapter may be shared with other bank supervisory agencies or any organizations affiliated with or representing one or more bank supervisory agencies in accordance with agreements between the commissioner and such agencies or organizations.

Miss. Code Ann. § 81-25-149 Filing of reports with commissioner.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall file with the commissioner such reports as and when the commissioner may require by regulation or order. Each report filed with the commissioner under this chapter or under any regulation or order issued under this chapter shall be in such form and contain such information, shall be signed in such manner, and shall be verified in such manner, as the commissioner may require by regulation or order.

Miss. Code Ann. § 81-25-151 All reports subject to subpoena and public access.

All reports of examinations and investigations, correspondence and memoranda concerning or arising out of such examinations and investigations, including any duly authenticated copy of copies thereof in the possession of any foreign bank, shall be subject to subpoena and public access to the same extent as if such information pertained to a Mississippi state bank.

Miss. Code Ann. § 81-25-153 Records to be kept and made available upon request by commissioner.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall maintain at any such office, and make available upon request by the commissioner, appropriate books, accounts and records reflecting (a) all transactions effected by or on behalf of such office and (b) all actions taken in the State of Mississippi by employees of the foreign banking corporation located in the State of Mississippi to effect transactions on behalf of any office of such foreign bank located outside the State of Mississippi.

Miss. Code Ann. § 81-25-155 Separation of assets.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency in Mississippi shall keep the assets of its business in the State of Mississippi separate and apart from the assets of its business outside the State of Mississippi. The creditors of a foreign bank arising out of transactions with, and recorded on the books of, its Mississippi state branch or Mississippi state agency shall be entitled to absolute preference and priority over the creditors of such foreign bank’s offices located outside the State of Mississippi with respect to the assets of such foreign bank in the State of Mississippi.

Miss. Code Ann. § 81-25-157 Requirement to give notice that deposits and credit balances are not insured by the Federal Deposit Insurance Corporation.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency shall, in a manner established by the commissioner by regulation or order, give notice that deposits and credit balances in such office are not insured by the Federal Deposit Insurance Corporation.

Miss. Code Ann. § 81-25-159 Limitations.

A foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency shall be subject to the same limitations with respect to the payment of interest on deposits as a state bank which is a member of the Federal Reserve System.

Miss. Code Ann. § 81-25-161 Required securities.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency shall keep on deposit, in accordance with such regulations or orders as the commissioner may promulgate, with such unaffiliated Mississippi banks as such foreign bank may designate and the commissioner may approve, interest-bearing stocks and bonds, notes, debentures, or other obligations of the United States or any agency or instrumentality thereof, or guaranteed by the United States, or of this state, or of a city, county, town, village, school district, or instrumentality of this state or guaranteed by this state, or dollar deposits, or obligations of the International Bank for Reconstruction and Development, or obligations issued by the InterAmerican Development Bank, or obligations of the Asian Development Bank, or obligations issued by the African Development Bank, or such other assets as the commissioner shall by regulation or order permit, to an aggregate amount to be determined by the commissioner, based upon principal amount or market value, whichever is lower, in the case of the above-described securities, and subject to such limitations as he or she shall prescribe. The commissioner may from time to time require that the assets deposited pursuant to this section may be maintained by the foreign bank in such amount, in such form and subject to such conditions as he or she shall deem necessary or desirable for the maintenance of a sound financial condition, the protection of depositors and the public interest, and to maintain public confidence in the business of such Mississippi state branch or Mississippi state agency. The commissioner may give credit to reserves required to be maintained with a federal reserve bank in or outside the State of Mississippi pursuant to federal law, in accordance with such regulations or procedures as the commissioner may promulgate. So long as it shall continue business in the ordinary course, such foreign bank shall be permitted to collect interest on the securities deposited under this section and from time to time exchange, examine and compare such securities.

Miss. Code Ann. § 81-25-163 Ratio of assets to liabilities.

Each foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency shall hold in the State of Mississippi currency, bonds, notes, debentures, drafts, bills of exchange or other evidences of indebtedness, including loan participation agreements or certificates, or other obligations payable in the United States or in United States funds or, with the prior approval of the commissioner, in funds freely convertible into United States funds, or such other assets as the commissioner shall by regulation or order permit, in an amount which shall bear such relationship as the commissioner shall by regulation or order prescribe to liabilities of such foreign bank appearing in the books, accounts or records of its Mississippi state branch or Mississippi state agency, including acceptances, but excluding amounts due and other liabilities to other offices, agencies or branches of, and wholly owned (except for a nominal number of directors’ shares) subsidiaries of, such foreign bank and such other liabilities as the commissioner shall determine. The commissioner is specifically authorized, in implementing the provisions of this section, to: Vary the ratio of assets to liabilities for Mississippi branches or Mississippi agencies, applicable under this section, of certain foreign banks as may be determined by the commissioner in his or her sole discretion to be necessary or desirable to reflect differences among such Mississippi branches or Mississippi agencies on account of: The financial condition of Mississippi branch or agency office(s) of the foreign bank, The financial condition of branch or agency offices of the same foreign bank located in other states, General economic conditions prevalent in the home country of the parent foreign bank, or The financial condition of the parent foreign bank itself, including but not limited to: 1. The financial condition of its branches and agencies located in other countries, 2. The financial condition of its affiliated bank and nonbank subsidiaries in the United States, and 3. The financial condition of the foreign bank on a worldwide consolidated basis or in its home country. For the purposes of this section, the commissioner shall value marketable securities at principal amount or market value, whichever is lower, shall have the right to determine the value of any non-marketable bond, note, debenture, draft, bill of exchange, other evidence of indebtedness, including loan participation agreements or certificates, or of any other asset or obligation held or owed to the foreign bank or its Mississippi state branch or Mississippi state agency in Mississippi, and in determining the amount of assets for the purpose of computing the above ratio of assets to liabilities, shall have the power by regulation or order to exclude in whole or in part any particular asset. If, by reason of the existence or the potential occurrence of unusual and extraordinary circumstances, the commissioner deems it necessary or desirable for the maintenance of a sound financial condition, the protection of depositors, creditors and the public interest, and to maintain public confidence in the business of a Mississippi state branch or Mississippi state agency, he or she may, subject to such terms and conditions as he or she may prescribe, require such foreign bank to deposit the assets required to be held in the State of Mississippi pursuant to this section with such Mississippi banks, as the commissioner may designate. The assets held to satisfy the assets to liabilities relationship, prescribed by the commissioner pursuant to this section, shall include obligations of any person for money borrowed from a foreign bank holding a license to establish and maintain a Mississippi state branch or Mississippi state agency only to the extent that the total of such obligations of any person are not more than ten percent (10%) of such assets considered for purposes of this section.

Miss. Code Ann. § 81-25-165 Closing of office.

No foreign bank which is licensed to establish and maintain a Mississippi state branch, Mississippi state agency or Mississippi representative office shall close such office without filing an application with, and obtaining the prior approval of, the commissioner. An application by a foreign bank under this section shall be in such form and include such information as the commissioner shall establish by regulation or order. If the commissioner finds, with respect to an application by a foreign bank under this section, that the closing of such office will not be substantially detrimental to the public convenience and advantage, the commissioner shall approve such application. If the commissioner finds otherwise, he or she shall deny the application. Whenever an application by a foreign bank under this section has been approved and all conditions precedent to such closing have been fulfilled, such foreign bank may close such office and shall promptly thereafter surrender to the commissioner the license which authorized the foreign bank to maintain the office.

Miss. Code Ann. § 81-25-167 Suspension or revocation of license.

If, after notice and a hearing, the commissioner finds any of the following with respect to a foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency, he or she may issue an order suspending or revoking the license of such foreign bank: That the foreign bank has violated any provision of this chapter or of any regulation or order issued under this chapter or any provision of any other applicable law, regulation or order; That the foreign bank is transacting activities in the State of Mississippi in an unsafe or unsound manner or, in any case, is transacting activities elsewhere in an unsafe or unsound manner; That the foreign bank or any one or more of its Mississippi state branches or Mississippi state agencies is in an unsafe or unsound condition; That the foreign bank has ceased to operate any of its offices in the State of Mississippi without the prior approval of the commissioner in accordance with this chapter; That the foreign bank is insolvent in that it has ceased to pay its debts in the ordinary course of business, it cannot pay its debts as they become due, or its liabilities exceed its assets; That the foreign bank has suspended payment of its obligations, has made an assignment for the benefit of its creditors, or has admitted in writing its inability to pay its debts as they become due; That the foreign bank has applied for an adjudication of bankruptcy, reorganization, arrangement, or other relief under any foreign or domestic bankruptcy, reorganization, insolvency, or moratorium law, or that any person has applied for any such relief under such law against the foreign bank and the foreign bank has by any affirmative act approved of or consented to such action or such relief has been granted; That a receiver, liquidator, or conservator has been appointed for the foreign bank or that any proceeding for such an appointment or any similar proceeding has been initiated in the country of the foreign bank’s organization; That the existence of the foreign bank or the authority of the foreign bank to transact banking business under the laws of the country of the foreign bank’s organization has been suspended or terminated; or That any fact or condition exists which, if it had existed at the time when the foreign bank applied for its license to transact business in the State of Mississippi, would have been grounds for denying such application.

Miss. Code Ann. § 81-25-169 Authority of of commissioner to suspend or revoke license.

If the commissioner finds that any of the factors set forth in Section 81-25-167 are true with respect to any foreign bank which is licensed to maintain a Mississippi state branch or Mississippi state agency and that it is necessary for the protection of the interests of creditors of the foreign bank’s business in the State of Mississippi or, in any case, for the protection of the public interest that the commissioner immediately suspend or revoke the license of the foreign bank, the commissioner may issue, without notice and hearing, an order suspending or revoking the license of the foreign bank for a period of up to ninety (90) days, pending investigation or hearing. The suspension or revocation of the license of the foreign bank by the commissioner may be appealed using the same procedure in which a suspension or revocation of a license of a state bank may be appealed.

Miss. Code Ann. § 81-25-171 Authority of commissioner to seize property.

If the commissioner finds that any of the factors set forth in Section 81-25-167 are true with respect to any foreign bank which is licensed to establish and maintain a Mississippi state branch or Mississippi state agency and that it is necessary for the protection of the interests of the creditors of such foreign bank’s business in the State of Mississippi or for the protection of the public interest that he or she take immediate possession of the property and business of the foreign bank, the commissioner may by order forthwith take possession of the property and business of the foreign bank in the State of Mississippi and retain possession until the foreign bank resumes business in the State of Mississippi or is finally liquidated. The foreign bank may, with the consent of the commissioner resume business in the State of Mississippi upon such conditions as the commissioner may prescribe by regulation or order. At any time within ten (10) days after the commissioner has taken possession of the property and business of a foreign bank pursuant to subsection (1) of this section, such foreign bank may petition the Chancery Court of Hinds County, Mississippi, for an order requiring the commissioner to show cause why he or she should not be enjoined from continuing such possession. The court may, upon good cause being shown, direct the commissioner to refrain from further proceedings and to surrender such possession. The judgment of the court may be appealed by the commissioner or by the foreign bank in the manner provided by law for appeals from a judgment of Chancery Court of the State of Mississippi. Where the commissioner appeals the judgment of the court, such appeal shall operate as a stay of the judgment and a reinstatement of the commissioner’s possession. The commissioner shall not be required to post any bond. Whenever the commissioner takes possession of the property and business of a foreign bank pursuant to subsection (1) of this section, he or she shall conserve or liquidate the property and business of such foreign bank pursuant to the laws of the State of Mississippi as if the foreign bank were a Mississippi state bank, with absolute preference and priority given to the creditors of such foreign bank arising out of transactions with, and recorded on the books of, its Mississippi state branch or Mississippi state agency over the creditors of such foreign bank’s offices located outside the State of Mississippi. When the commissioner has completed the liquidation of the property and business of a foreign bank, the commissioner shall transfer any remaining assets to such foreign bank in accordance with such orders as the court may issue. However, in case the foreign bank has an office in another state of the United States which is in liquidation and the assets of such office appear to be insufficient to pay in full the creditors of that office, the court shall order the commissioner to transfer to the liquidator of that office such amount of any such remaining assets as appears to be necessary to cover such insufficiency; if there are two (2) or more such offices and the amount of remaining assets is less than the aggregate amount of insufficiencies with respect to the offices, the court shall order the commissioner to distribute the remaining assets among the liquidators of such offices in such manner as the court finds equitable.

Miss. Code Ann. § 81-25-201 Intention.

This article is intended generally to ensure that interstate state branches of out-of state foreign banks may be established and operated in the State of Mississippi (a) to the extent consistent with the provisions of Section 5 of the federal International Banking Act, and (b) under terms and conditions that are generally comparable to and no less favorable than those applicable to the establishment of interstate federal branches in the State of Mississippi by out-of-state foreign banks.

Miss. Code Ann. § 81-25-203 Establishment of an interstate Mississippi state branch by an out-of-state foreign bank.

Except as provided in subsection (2) of this section, an out-of-state foreign bank may establish an interstate Mississippi state branch in the same manner, including by merger or other transactions under Section 44 of the Federal Deposit Insurance Act, as, and subject generally to the same criteria, standards, conditions, requirements and procedures applicable to the establishment of interstate branches in the State of Mississippi by, an out-of-state bank having the same home state in the United States, notwithstanding any provision of the laws or regulations of the State of Mississippi to the contrary. Notwithstanding the provisions of subsection (1), the commissioner: Shall apply to the establishment of an initial interstate Mississippi state branch, and subsequent intrastate Mississippi branches, of any out-of-state foreign bank the same criteria, standards, conditions, requirements, and procedures applicable under Article 3 of this chapter or regulations thereunder to the establishment of an initial Mississippi state branch, and of subsequent intrastate Mississippi branches, respectively; May apply any other criterion, standard, condition, requirement or provision of the laws or regulations of the State of Mississippi that is determined by the commissioner to be substantially equivalent to or consistent with a criterion, standard, condition, requirement or provision of federal law or regulation generally applicable to the establishment of branches in the United States by foreign banks or specifically applicable to the establishment of a branch in the United States by the applicant foreign bank; May by regulation or order allow an out-of-state foreign bank: To acquire an individual branch of any “insured bank” within the meaning of Section 3(h) of the Federal Deposit Insurance Act (12 USCS 1813(h)), or of any other depository institution, including another foreign bank, without acquiring the entire bank or other institution only to the extent not inconsistent with the ability of Mississippi state banks to do so; or To acquire or merge with another foreign bank maintaining a Mississippi branch or agency and thereafter continue such operations as its own; and To acquire or establish an interstate Mississippi branch through any other means not inconsistent with Section 5 of the federal International Banking Act (12 USCS 3103).

Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.81.htmlFetched: 6/10/2026