{"data":{"id":"us-nc/n.c.-gen.-stat.-53c-1-4","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 53C-1-4","heading":"Definitions and application of terms.","body":"Unless the context requires otherwise, the following definitions apply in this Chapter:\n(1)\tAcquire. - To obtain the right or power to vote or to direct the voting of voting securities of a bank or holding company as follows:\na.\tThrough a purchase of or share exchange for shares.\nb.\tBy reason of an issuance of shares or the exercise of a right under a warrant, option, or convertible security or instrument to acquire shares.\nc.\tPursuant to an agreement or trust or through any similar transaction, event, or contractual right.\n(2)\tActing in concert. - Knowing participation in a joint activity or interdependent conscious parallel action toward the common goal of obtaining control of a bank or holding company, whether or not pursuant to an express agreement, including participation in a combination or pooling of voting securities of a bank holding company for such common purpose pursuant to any contract, understanding, relationship, agreement, or other arrangement, whether written or otherwise.\n(3)\tAffiliate. - A person that, directly or indirectly, controls, is controlled by, or is under common control with another person. Each member of a group of persons acting in concert shall be deemed an affiliate of the group.\n(4)\tBank. - Any corporation, other than a credit union, savings institution, or trust company, that is organized under the laws of this State and is engaged in the business of receiving deposits (other than trust funds), paying monies, and making loans.\n(5)\tBank operating subsidiary. - A subsidiary that is under the control of a bank and engages only in activities in which a bank may engage pursuant to G.S. 53C-5-1.\n(6)\tBank premises. - Any improved or unimproved real estate, whether or not open to the public, that is utilized or intended to be utilized by a bank, including additional space to rent as a source of income.\n(7)\tBank supervisory agency. - Any of the following agencies:\na.\tThe CFPB, FDIC, Federal Reserve Board, OCC, and any successor to these agencies.\nb.\tAny agency of another state with primary responsibility for chartering and supervising depository institutions organized under the laws of that state.\nc.\tAny agency of a sovereign nation with primary responsibility for chartering and supervising depository institutions organized under the laws of that nation.\n(8)\tBankers' bank. - As defined in Regulation D of the Federal Reserve Board, 12 C.F.R. § 204.121.\n(9)\tBanking laws. - All laws which the Commissioner or the OCOB is authorized to enforce under any applicable statute.\n(10)\tBoard of directors. - A governing board of a company that is responsible for policy, oversight, and compliance.\n(11)\tBranch. - An office of any bank or a depository institution organized under the banking laws of the United States, another state, or another sovereign nation, other than that depository institution's principal office, in which deposits are received. A branch may also engage in any of the functions or services authorized to be engaged in by the bank of which it is a branch. The term \"branch\" does not include a non-branch bank business office, automated teller machine, remote deposit facility, remote service unit, customer-bank communications terminal, point-of-sale terminal, automated banking facility or other direct or remote information processing device or machine, whether manned or unmanned, by means of which information relating to any financial service or transaction rendered to the public is stored and transmitted, instantaneously or otherwise, to or from a bank or other nonbank terminal.\n(12)\tCapital. - An amount equal to the bank's \"total capital\" as that term is used by the FDIC in 12 C.F.R. Part 325; provided, that if the term \"total capital\" is replaced by a term including substantially the same elements as \"total capital,\" the term \"capital\" as used in this Chapter shall mean an amount equal to the amount calculated by application of the definition of such replacement term.\n(13)\tCapital impairment. - The reduction of a bank's capital at any time below its required capital.\n(14)\tCentral reserve bank. - A depository institution of which at least fifty percent (50%) of its shares are owned by other depository institutions.\n(15)\tCFPB. - The Consumer Financial Protection Bureau or its successor.\n(16)\tCharter. - A document issued by the Commissioner in accordance with Article 3 of this Chapter permitting a bank to conduct banking business.\n(17)\tCombination. - A merger, share exchange, or transfer or acquisition of all or substantially all assets and liabilities of a person undertaken in compliance with such federal laws and laws of this State or other states as may be applicable.\n(18)\tCommission. - The State Banking Commission provided for in G.S. 53C-2-1.\n(19)\tCommissioner. - The Commissioner of Banks provided for in G.S. 53C-2-2.\n(20)\tCompany. - A corporation, limited liability company, partnership, joint venture, business trust, trust, syndicate, association, unincorporated organization, or other form of business entity.\n(20a)\tConsumer finance licensee. - An individual associated with a \"licensee,\" as that term is defined in G.S. 53-165.\n(21)\tControl. - The possession, directly or indirectly, of the power or right to direct or to cause the direction of the management or policies of a person by reason of an agreement, understanding, proxy, or power of attorney or through the ownership of or voting power over ten percent (10%) or more of any class of the voting securities of the person.\n(22)\tControl transaction. - The acquisition of control over a bank or a holding company other than pursuant to a combination.\n(23)\tCredit union. - A credit union as defined in G.S. 54-109.1.\n(24)\tDe novo branch. - A branch of a bank or of an out-of-state bank within this State that is established as a branch, and not (i) by virtue of an acquisition of the existing branch of another bank or out-of-state bank, (ii) by a combination involving the bank or out-of-state bank, or (iii) by the conversion of a non-branch bank business office to a branch.\n(25)\tDeposit. - A \"deposit\" as defined in Section 3(l) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(l).\n(26)\tDeposit insurance. - Insurance of a bank's deposit accounts where the beneficiaries are the holders of the insured accounts.\n(27)\tDepository institution. - A bank, out-of-state bank, savings institution, or federally chartered institution, the deposits of which are insured by the FDIC.\n(28)\tDeputy commissioner. - An individual appointed by the Commissioner to such office as provided by G.S. 53C-2-3.\n(29)\tDistribution. - With respect to a bank, \"distribution\" has the same meaning as set forth in Chapter 55.\n(30)\tDPC subsidiary. - A debt previously contracted subsidiary of a bank that acquires in good faith an equity ownership interest through foreclosure or other realization on collateral, by way of a compromise of a disputed or contested claim, or to avoid a loss in connection with a debt previously contracted or to which the bank transfers an equity ownership interest so acquired by the bank.\n(31)\tEquity ownership interest. - Any beneficial equity or similar interest, whether direct or indirect, including shares, limited or general partnership interests, and membership interests in a limited liability company.\n(32)\tExamination. - A supervisory inspection of a bank, a proposed bank, a holding company, or a branch of an out-of-state bank operating in this State that may include inspection of all relevant information, including information of or about the subsidiaries and affiliates of the bank, proposed bank holding company, or branch. \"Examination\" also includes an investigation of any person with respect to any violation or suspected violation of any provision of this Chapter by such person, or a review of facts and circumstances relevant to the Commissioner's consideration of the issuance of an order pursuant to this Chapter.\n(33)\tFarm credit system institution. - A lending institution regulated by the Farm Credit Administration.\n(34)\tFDIC. - The Federal Deposit Insurance Corporation or its successor.\n(35)\tFederal Reserve Board. - The Board of Governors of the Federal Reserve System or its successor.\n(36)\tFederal savings association. - A federal savings association or federal savings bank chartered under Section 5 of the Home Owners' Loan Act, 12 U.S.C. § 1464.\n(37)\tFederally chartered institution. - A national bank or federal savings association.\n(38)\tFinancial subsidiary. - A \"financial subsidiary\" as defined in 12 U.S.C. § 24a(g).\n(39)\tHolding company. - A company that controls a depository institution or that controls a company that directly or indirectly controls a depository institution.\n(40)\tImmediate family. - An individual's spouse, father, mother, children, brothers, sisters, and grandchildren; the father, mother, brothers and sisters of the individual's spouse; and the spouse of the individual's child, brother, or sister.\n(41)\tInadequate capital. - An amount of capital equal to at least seventy-five percent (75%) but less than one hundred percent (100%) of required capital.\n(42)\tIndividual. - A human being.\n(43)\tInsufficient capital. - An amount of capital less than seventy-five percent (75%) of required capital.\n(44)\tLower-tier subsidiary. - Any company which is controlled by a subsidiary.\n(45)\tNational bank. - A banking association organized under 12 U.S.C. § 21.\n(46)\tNon-branch bank business office. - Any staffed physical location open to the public, at which any of the following institutions offers one or more banking or banking-related products or services, but does not take deposits:\na.\tBank.\nb.\tOut-of-state bank.\nc.\tDepository institution established under the laws of another state.\nd.\tFederally chartered institution.\ne.\tSeparately organized subsidiary of a bank, out-of-state bank, depository institution established under the laws of another state, or federally chartered institution.\nf.\tHolding company of a bank, out-of-state bank, depository institution established under the laws of another state, or federally chartered institution.\nThe provision of remote deposit capture facilities or services by a non-branch bank business office does not constitute a taking of deposits. Non-branch bank business offices include loan production offices, mortgage loan offices, and insurance agency offices, or a combination thereof.\n(47)\tNorth Carolina financial institution. - A bank, savings institution, or trust company organized under the laws of this State. For purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934, any North Carolina financial institution is a banking institution.\n(48)\tOCC. - The Office of the Comptroller of the Currency or its successor.\n(49)\tOCOB. - The Office of the Commissioner of Banks as provided in G.S. 53C-2-3.\n(50)\tOrganizational documents. - The charter, certificate of organization, articles of incorporation, articles of association, certificate of limited partnership, bylaws, operating agreement, partnership agreement, and any other similar documents required to be prepared or adopted by a company in connection with its organization, and as thereafter amended from time to time.\n(51)\tOrganizational law. - The laws of the jurisdiction of organization of a company applicable to the organization of the company and its governance, including approval of transactions by its board of directors, shareholders, partners, members, or beneficiaries, as applicable.\n(52)\tOrganizers. - One or more individuals who are the organizers of a proposed bank responsible for the business of the proposed bank from the filing of the application to the Commission's final decision on the application.\n(53)\tOut-of-state bank. - A bank that is organized, chartered, or created under the laws of a state other than this State and the deposits of which are insured by the FDIC.\n(54)\tPerson. - An individual, a company, or a group of persons who are acting in concert.\n(55)\tPlan of conversion. - A detailed outline of the procedure of the conversion of a depository institution from one to another charter.\n(56)\tPractical banker. - An individual who at the time of appointment to the Commission is, or has been during the five years preceding the appointment, a president, chief executive officer, director, or holder of five percent (5%) or more of any class of voting securities of a North Carolina financial institution.\n(57)\tPrincipal office. - The office that houses the headquarters of a bank.\n(58)\tPublic member. - A member of the Commission who is not a practical banker or a consumer finance licensee and who is not at the time of appointment to the Commission, nor was within the five years preceding the appointment, an employee of a North Carolina financial institution.\n(59)\tPublic notice. - Notice to the public of the applicable information specified in this Chapter by (i) a single publication in a newspaper of general circulation in the county in which the bank that is the subject of the publication has its principal office or in such other county as may be directed by the Commissioner to best meet the purposes for which the notice is required and (ii) a posting in the notices section of the Commissioner's website for at least 15 days.\n(60)\tRecord. - Information, reports, memoranda, charts, letters, messages, extracts, summaries, analyses, compilations, transaction documentation, account statements, financial statements, and other documents, including customer financial and other information, whether created, transmitted, distributed, retained, or stored in tangible or digital form.\n(61)\tRegistered agent. - The person named in the organizational documents of a company upon whom service of legal process is deemed binding upon the company.\n(62)\tRequired capital. - Required capital means either of the following:\na.\tIn the case of a proposed bank, the amount of capital required by the Commissioner as a prerequisite to the commencement of the business of banking.\nb.\tIn all other cases, an amount of capital equal to at least the amount of capital required for a bank to be deemed \"adequately capitalized\" under applicable federal regulatory capital standards.\n(63)\tSavings institution. - A savings and loan association or a savings bank organized under the laws of this State or of another state, or a federal savings association or savings bank.\n(64)\tShareholder. - Any person in whose name shares are registered in the records of a corporation, or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.\n(65)\tShares. - The units into which the equity ownership interests of a corporation are divided.\n(66)\tState. - Any state of the United States, the District of Columbia, or any territory of the United States other than this State.\n(67)\tState trust company. - A company organized under the provisions of Article 24 of Chapter 53 of the General Statutes and a trust company previously organized under other provisions of this Chapter to operate only as a trust company and not as a commercial bank.\n(68)\tSubsidiary. - A company over which a bank has control, including a lower-tier subsidiary.\n(69)\tThis State. - The State of North Carolina.\n(70)\tTrust business. - Acting as a fiduciary or in other capacities permissible for a trust institution under G.S. 53-331.\n(71)\tTrust company. - A trust institution that is neither a depository institution nor a foreign bank, as defined in 12 U.S.C. § 1813(s)(1), but not including a bank organized under the laws of a territory of the United States.\n(72)\tTrust funds. - Trust funds as defined in Section 3(p) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(p).\n(73)\tTrust institution. - Any company lawfully acting as a fiduciary in a state or in a foreign country.\n(74)\tVoting securities. - A security that (i) confers upon the holder the right to vote for the election of members of the board of directors or similar governing body of the company or (ii) is convertible into, or entitles the holder to receive upon its exercise, a security that confers such a right to vote.\n(75)\tWell-capitalized. - The term \"well-capitalized\" has the same meaning as defined in Regulation Y of the Federal Reserve Board, 12 C.F.R. § 225.2(r).\n(76)\tWell-managed. - Except as otherwise provided in this Chapter, a company or depository institution is well-managed if the following apply:\na.\tAt its most recent examination, the company or institution received at least a satisfactory composite rating and at least a satisfactory rating for management, if such rating is given.\nb.\tIn the case of a company or depository institution that has not received an inspection or examination rating, a company or depository institution is well-managed if the Commissioner has determined, after a review of the managerial and other resources of the company or depository institution and after consulting with any other appropriate bank supervisory agency for the company or institution, that the company or institution is well-managed.\nA depository institution that results from the merger of two or more depository institutions that are well-managed shall be considered to be well-managed unless the Commissioner determines otherwise after consulting with any other appropriate bank supervisory agency for each depository institution involved in the merger. A depository institution that results from the merger of a depository institution that is well-managed with one or more depository institutions that are not well-managed or have not been examined shall be considered to be well-managed if the Commissioner determines, after a review of the managerial and other resources of the resulting depository institution and after consulting with any other appropriate bank supervisory agency for the institutions involved in the merger, as applicable, that the resulting institution is well-managed. (2012-56, s. 4; 2013-29, s. 1; 2017-165, ss. 1, 2; 2023-61, s. 2; 2025-25, s. 29(5).)","path":["Chapter 53C. Regulation of Banks.","Article 1. General Provisions."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_53C/GS_53C-1-4.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:05:27Z","sha256":"f2fd5cf1a22dcd4d2182b2f3d67b8121eacddfbef97ac48e38b4632dea1f2e1a","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-53c-1-3","next":"us-nc/n.c.-gen.-stat.-53c-1-5"},"notice":"GroundRules: Original legal text. Not legal advice."}