The Vermont Statutes Online

Title 8: Banking and Insurance

Chapter 001: Policy and Administration

• §§ 1-5. Repealed. 1999, No. 153 (Adj. Sess.), § 27.

• § 6. Repealed. 1979, No. 85 (Adj. Sess.).

• § 10. Declaration of policy

  It is declared to be the policy of the State of Vermont that:

  (1) the business of organizations that offer financial services and products shall be supervised by the Commissioner in a manner to assure the solvency, liquidity, stability, and efficiency of all such organizations, to assure reasonable and orderly competition, thereby encouraging the development, expansion, and availability of financial services and products advantageous to the public welfare and to maintain close cooperation with other supervisory authorities;

  (2) all such organizations shall be supervised in such a way as to protect consumers against unfair and unconscionable practices and to provide consumer education. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001.)

• § 11. Department

  (a) General. The Department of Financial Regulation created by 3 V.S.A. § 212 shall have jurisdiction over and shall supervise:

  (1) Financial institutions, credit unions, licensed lenders, mortgage brokers, insurance companies, insurance agents, broker-dealers, investment advisors, and other similar persons subject to the provisions of this title and 9 V.S.A. chapters 59, 61, and 150.

  (2) The administration of health care as provided in 18 V.S.A. chapter 221.

  (b) Conflicts of Interest.

  (1) Neither the Commissioner nor any employee of the Department shall, during his or her term of office or while employed by the Department, be an officer, director, organizer, employee of, or attorney for any institution subject to supervision or regulation by the Department.

  (2) The Commissioner and employees of the Department shall not, during their terms of office, receive directly or indirectly any payment or gratuity from any institution subject to supervision or regulation by the Department or be engaged in the negotiation of loans for others with any such institution. The prohibitions contained in this subdivision shall not be construed as prohibiting a person from being a depositor, equity interest owner, or member in any financial institution or credit union or an insurance policyholder or equity interest owner on the same terms as are available to the public generally.

  (3) If the Commissioner, or any employee of the Department or the spouse of any of them or the son or daughter of any of them residing at their respective homes obtains a loan from or holds an equity interest in any financial institution or credit union subject to supervision or regulation by the Department, the fact of the loan or of the holding, together with the appropriate terms and conditions, shall be disclosed immediately to the Commissioner in writing by the person obtaining the loan or holding.

  (4) A record of the indebtedness or holding described in subdivision (3) of this subsection shall be kept on file in the Department and shall be open to inspection by the public.

  (5) The Commissioner shall investigate the loan or equity interest to ensure that no preferential treatment has been given the Department employee in the process of granting the loan or issuing the interest and that the loan or interest will not compromise the employee’s effectiveness in carrying out his or her departmental duties. Where the loan has been obtained by or where the interest is held by the Commissioner, the investigation shall be conducted by the State Treasurer.

  (c) Retention of documents. The Commissioner shall keep on file for a reasonable period of time such instruments, papers, and documents required by law to be filed with the Commissioner. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2007, No. 49, § 18, eff. July 1, 2006; 2011, No. 78 (Adj. Sess.), §§ 2, 3, eff. April 2, 2012; 2013, No. 79, § 45.)

• § 12. Commissioner

  The Department shall be administered by a Commissioner of Financial Regulation who shall be appointed by the Governor biennially, in the month of February, with the advice and consent of the Senate. Commissioner, as used in this title, shall mean the Commissioner of Financial Regulation. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012.)

• § 13. Powers and penalties

  (a) In addition to any other penalties, and in order to enforce this title, 9 V.S.A. chapters 131 and 150, Title 9A, and 18 V.S.A. chapter 221, the Commissioner may issue subpoenas, examine persons, administer oaths, and require production of papers and records. Any subpoena or notice to produce may be served by registered or certified mail or in person by an agent of the Commissioner. Service by registered or certified mail shall be effective three business days after mailing. Any subpoena or notice to produce shall provide at least six business days’ time from service within which to comply, except that the Commissioner may shorten the time for compliance for good cause shown. Any subpoena or notice to produce sent by registered or certified mail, postage prepaid, shall constitute service on the person to whom it is addressed. Each witness who appears before the Commissioner under subpoena shall receive a fee and mileage as provided for witnesses in civil cases in Superior Courts; provided, however, any person subject to regulation under this title shall not be eligible to receive fees or mileage under this section.

  (b) A person who fails or refuses to appear, to testify, or to produce papers or records for examination before the Commissioner, upon properly being ordered to do so, may be assessed an administrative penalty by the Commissioner of Financial Regulation of not more than $2,000.00 for each day of noncompliance and proceeded against as provided in the Administrative Procedure Act, and that person’s authority to do business may be suspended for not more than six months.

  (c) If an appeal or other petition for judicial review of a final order is not filed in connection with an order of the Commissioner under this title, or 18 V.S.A. chapter 22, the Commissioner may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.

  (d) In addition to any other penalties or powers, the Commissioner may order a person to make restitution or provide disgorgement of any sums shown to have been obtained in violation of provisions of this title and 18 V.S.A. chapter 221, plus interest at the legal rate. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2007, No. 49, § 19; eff. July 1, 2006; 2009, No. 42, § 4; 2011, No. 78 (Adj. Sess.), § 4, eff. April 2, 2012.)

• § 14. Repealed. 2009, No. 33, § 83(d).

• § 15. Rules, orders, and administrative interpretations

  (a) In addition to other powers conferred by this title and 18 V.S.A. chapter 221, the Commissioner may adopt rules and issue orders as shall be authorized by or necessary to the administration of this title and of 18 V.S.A. chapter 221, and to carry out the purposes of such titles.

  (b) The Commissioner may, whether or not requested by any person, issue written advisory interpretations, advisory opinions, non-objection letters, and no action letters under this title and regulations issued under it, including interpretations of the applicability of any provision of this title and regulations issued under it. Such interpretations shall be presumed to be correct unless found to be clearly erroneous by a court of competent jurisdiction. The Commissioner may make public all or a portion of an advisory interpretation.

  (c) The Commissioner may waive the requirements of 15 V.S.A. § 795(b) as the Commissioner deems necessary to permit the Department to participate in any national licensing or registration systems with respect to any person or entity subject to the jurisdiction of the Commissioner under this title, Title 9, or 18 V.S.A. chapter 221.

  (d) Upon written request by the Office of Child Support and after notice and opportunity for hearing to the licensee as required under any applicable provision of law, the Commissioner may revoke or suspend any license or other authority to conduct a trade or business (including a license to practice a profession) issued to any person under this title, 9 V.S.A. chapter 150, and 18 V.S.A. chapter 221, if the Commissioner finds that the applicant or licensee is subject to a child support order and is not in good standing with respect to that order or is not in full compliance with a plan to pay any and all child support payable under a support order as of the date the application is filed or as of the date of the commencement of revocation proceedings, as applicable. For purposes of such findings, the written representation to that effect by the Office of Child Support to the Commissioner shall constitute prima facie evidence. The Office of Child Support shall have the right to intervene in any hearing conducted with respect to such license revocation or suspension. Any findings made by the Commissioner based solely upon the written representation with respect to that license revocation or suspension shall be made only for the purposes of that proceeding and shall not be relevant to or introduced in any other proceeding at law, except for any appeal from that license revocation or suspension. Any license or certificate of authority suspended or revoked under this section shall not be reissued or renewed until the Department receives a certificate issued by the Office of Child Support that the licensee is in good standing with respect to a child support order or is in full compliance with a plan to pay any and all child support payable under a support order. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2009, No. 42, § 33a; 2013, No. 73, § 58, eff. June 5, 2013; 2015, No. 63, § 3, eff. June 17, 2015; 2019, No. 20, § 106.)

• [Repealed effective July 1, 2025.]

  § 15a. Insurance regulatory sandbox; innovation waiver; sunset

  (a) Subject to the limitations specified in subsection (g) of this section, the Commissioner may grant a variance or waiver (innovation waiver or waiver) with respect to the specific requirements of any insurance law, regulation, or bulletin if a person subject to that law, regulation, or bulletin demonstrates to the Commissioner’s satisfaction that:

  (1) the application of the law, regulation, or bulletin would prohibit the introduction of an innovative or more efficient insurance product or service that the applicant intends to offer during the period for which the proposed waiver is granted;

  (2) the public policy goals of the law, regulation, or bulletin will be or have been achieved by other means;

  (3) the waiver will not substantially or unreasonably increase any risk to consumers; and

  (4) the waiver is in the public interest.

  (b) An application for an innovation waiver shall include the following information:

  (1) the identity of the person applying for the waiver;

  (2) a description of the product or service to be offered if the waiver is granted, including how the product or service functions and the manner and terms on which it will be offered;

  (3) an explanation of the potential benefits to consumers of the product or service;

  (4) an explanation of the potential risks to consumers posed by the product or service and how the applicant proposes to mitigate such risks;

  (5) an identification of the statutory or regulatory provision that prohibits the introduction, sale, or offering of the product or service; and

  (6) any additional information required by the Commissioner.

  (c)(1) An innovation waiver shall be granted for an initial period of up to 12 months, as deemed appropriate by the Commissioner.

  (2) Prior to the end of the initial waiver period, the Commissioner may grant a one-time extension for up to an additional 12 months. An extension request shall be made to the Commissioner at least 30 days prior to the end of the initial waiver period and shall include the length of the extension period requested and specific reasons why the extension is necessary. The Commissioner shall grant or deny an extension request before the end of the initial waiver period.

  (d) An innovation waiver shall include any terms, conditions, and limitations deemed appropriate by the Commissioner, including limits on the amount of premium that may be written in relation to the underlying product or service and the number of consumers that may purchase or utilize the underlying product or service; provided that in no event shall a product or service subject to an innovation waiver be purchased or utilized by more than 10,000 Vermont consumers.

  (e) A product or service offered pursuant to an innovation waiver shall include the following written disclosures to consumers in clear and conspicuous form:

  (1) the name and contact information of the person providing the product or service;

  (2) that the product or service is authorized pursuant to an innovation waiver for a temporary period of time and may be discontinued at the end of the waiver period, the date of which shall be specified;

  (3) contact information for the Department, including how a consumer may file a complaint with the Department regarding the product or service; and

  (4) any additional disclosures required by the Commissioner.

  (f) The Commissioner’s decision to grant or deny a waiver or extension shall not be subject to the contested-case provisions of the Vermont Administrative Procedures Act.

  (g)(1) Pursuant to the authority granted by this section, the Commissioner shall not grant a waiver with respect to any of the following:

  (A) any law, regulation, bulletin, or other provision that is not subject to the Commissioner’s jurisdiction under Title 8;

  (B) section 3304, section 3366, or subsections 6004(a)-(b) of this title or any other requirement as to the minimum amount of paid-in capital or surplus required to be possessed or maintained by any person;

  (C) chapter 107 (concerning health insurance), 112 (concerning the Vermont Life and Health Insurance Guaranty Association Act), 117 (concerning workers’ compensation insurance), 129 (concerning insurance trade practices), or 131 (concerning licensing requirements), and chapter 154 (concerning long-term care insurance) of this title or any regulations or bulletins directly relating thereto;

  (D) section 4211 (concerning volunteer drivers) of this title;

  (E) any law, regulation, or bulletin required for the Department to maintain its accreditation by the National Association of Insurance Commissioners unless the law or regulation permits variances or waivers;

  (F) the application of any taxes or fees; and

  (G) any other law or regulation deemed ineligible by the Commissioner.

  (2) The authority granted to the Commissioner under this section shall not be construed to allow the Commissioner to grant or extend a waiver that would abridge the recovery rights of Vermont policyholders.

  (h) A person who receives a waiver under this section shall be required to make a deposit of cash or marketable securities with the State Treasurer in an amount subject to such conditions and for such purposes as the Commissioner determines necessary for the protection of consumers.

  (i)(1) At least 30 days prior to granting an innovation waiver, the Commissioner shall provide public notice of the draft waiver by publishing the following information:

  (A) the specific statute, regulation, or bulletin to which the draft waiver applies;

  (B) the proposed terms, conditions, and limitations of the draft waiver;

  (C) the proposed duration of the draft waiver; and

  (D) any additional information deemed appropriate by the Commissioner.

  (2) The notice requirement of this subsection may be satisfied by publication on the Department’s website.

  (j)(1) If a waiver is granted pursuant to this section, the Commissioner shall provide public notice of the existence of the waiver by providing the following information:

  (A) the specific statute, regulation, or bulletin to which the waiver applies;

  (B) the name of the person who applied for and received the waiver;

  (C) the duration of and any other terms, conditions, or limitations of the waiver; and

  (D) any additional information deemed appropriate by the Commissioner.

  (2) The notice requirement of this subsection may be satisfied by publication on the Department’s website.

  (k) The Commissioner, by regulation, shall adopt uniform procedures for the submission, granting, denying, monitoring, and revocation of petitions for a waiver pursuant to this section. The procedures shall set forth requirements for the ongoing monitoring, examination, and supervision of, and reporting by, each person granted a waiver under this section and shall permit the Commissioner to attach reasonable conditions or limitations on the conduct permitted pursuant to a waiver. The procedures shall provide for an expedited application process for a product or service that is substantially similar to one for which a waiver has previously been granted by the Commissioner. The procedures shall include an opportunity for public comment on draft waivers under consideration by the Commissioner.

  (l) Upon expiration of an innovation waiver, the person who obtained the waiver shall cease all activities that were permitted only by the waiver and comply with all generally applicable laws and regulations.

  (m) The ability to grant a waiver under this section shall not be interpreted to limit or otherwise affect the authority of the Commissioner to exercise discretion to waive or enforce requirements as permitted under any other section of this title or any regulation or bulletin adopted pursuant thereto.

  (n) Biannually, beginning on January 15, 2020, the Commissioner shall submit a report to the General Assembly providing the following information:

  (1) the total number of petitions for waivers that have been received, granted, and denied by the Commissioner;

  (2) for each waiver granted by the Commissioner, the information specified under subsection (f) of this section;

  (3) a list of any regulations or bulletins that have been adopted or amended as a result of or in connection with a waiver granted under this section;

  (4) with respect to each statute to which a waiver applies, the Commissioner’s recommendation as to whether such statute should be continued, eliminated, or amended in order to promote innovation and establish a uniform regulatory system for all regulated entities; and

  (5) a list of any waivers that have lapsed or been revoked and, if revoked, a description of other regulatory or disciplinary actions, if any, that resulted in, accompanied, or resulted from such revocation.

  (o) No new waivers or extensions shall be granted after July 1, 2023.

  (p) This section shall be repealed on July 1, 2025. (Added 2019, No. 57, § 1; amended 2021, No. 25, § 17, eff. May 12, 2021.)

• § 16. Judicial review

  Any person aggrieved and directly affected by an order of the Commissioner may appeal to the Supreme Court of Vermont, except as otherwise expressly provided in this title or in 9 V.S.A. chapters 131 and 150. The filing of an appeal for review or injunctive relief shall not stay enforcement of an order, but the Court may order a stay on such terms as it deems proper. The Court may affirm the order of the Commissioner, may direct him or her to take the action withheld, or may reverse or modify the order if it:

  (1) was issued pursuant to unconstitutional statutory provisions;

  (2) was in excess of statutory authority;

  (3) was issued on unlawful procedure; or

  (4) is not supported by substantial evidence in the record. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2007, No. 49, § 20; eff. July 1, 2006.)

• § 17. Liability for acts

  A person serving in any official capacity under this title, 9 V.S.A. chapter 131 or 150, or 18 V.S.A. chapter 221, including the Commissioner and any officer, employee, or agent of the Department, shall not be liable in any civil action for damages for any act done or omitted in good faith in performing the functions of his or her office. No person may be subjected to any civil or criminal liability for any act or omission to act done in good faith in reliance on a subsisting order, regulation, or rule of the Commissioner, notwithstanding a subsequent decision by a court invalidating the order, regulation, or rule. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2007, No. 49, § 21; eff. July 1, 2006.)

• § 18. Charges for examinations, applications, reviews, and investigations

  (a) Every person subject to regulation by the Department shall pay the Department the reasonable costs of any examination, review, or investigation that is conducted or caused to be conducted by the Department of such person, or of any application or filing made by such person, or of any examination, review, or investigation of any order, decision, or certificate issued by the Commissioner, at a rate to be determined by the Commissioner. The Department may retain experts or other persons who are independently practicing their professions to assist in such examination, review, or investigation. The Department shall be reimbursed for all reasonable costs and expenses, including the reasonable costs and expenses of such persons retained by the Department, by the person examined, submitting the application or filing reviewed, investigated, or subject to or under the jurisdiction of an order, decision, or certificate issued by the Commissioner under this title or under Title 18. An examination, review, or investigation subject to this section shall include an examination, review, or investigation of any application, information, rate filing, or form filing submitted, or any order, decision, or certificate issued under this title or under Title 18. In unusual circumstances, the Commissioner may waive reimbursement for the costs and expenses of any review in the interests of justice. Except as set forth in subsection (b) of this section, those institutions subject to assessment or fees for services provided under section 19 of this title shall not be billed for a regular examination performed under subsection 11501(a) or 30601(a) of this title or for services for which such fees under subsection 19(a) of this title have been paid.

  (b) Merchant banks established under section 12603 of this title, uninsured banks established under section 12604 of this title, and independent trust companies subject to assessment under subdivision 2405(f)(1) of this title shall pay the Department the costs and expenses of all examinations, including regular and special or expanded scope examinations.

  (c) The authority granted to the Commissioner by this section is in addition to any other authority granted to the Commissioner by law.

  (d) The Commissioner shall bill costs incurred by the Department in connection with any examination, review, or investigation conducted or caused to be conducted by the Department to the EB-5 projects subject to regulatory oversight under 10 V.S.A. chapter 3. It is the intent of the General Assembly that the costs of regulation of EB-5 projects be borne by project developers and not by the State General Fund or special funds. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended 2003, No. 53, § 21, eff. June 4, 2003; 2005, No. 16, § 2, eff. July 1, 2005; 2011, No. 21, § 6; 2011, No. 78 (Adj. Sess.), § 5, eff. April 2, 2012; 2013, No. 29, § 1; 2015, No. 149 (Adj. Sess.), § 34e.)

• § 19. Fees and departmental expenses

  (a) The Commissioner shall charge each financial institution or financial institution applicant for Department services rendered. Charges for Department services shall be billed as follows:

  (1) New financial institution application or new independent trust company application, $5,000.00.

  (2) Interim reorganization application, $2,000.00.

  (3) Merger, change in control, or other reorganization, share exchange, consolidation, or acquisition, $2,000.00.

  (4) Conversion of a charter, $2,500.00.

  (5) Establishment of a branch in the State, $500.00.

  (6) Establishment of a remote service unit, $250.00. Where more than one remote service unit performing identical services on single premises are petitioned at the same time, the total charge shall be $250.00. This fee shall not apply if the remote service unit is placed at an existing branch.

  (7) Relocation of main office, branch, or remote service unit, $250.00.

  (8) For trust powers subsequent to the granting of the authority as financial institution, $2,000.00.

  (9) Sale of branch, $500.00.

  (10) Sale, lease, or exchange of all an institution’s assets, $5,000.00.

  (11) Voluntary dissolution or liquidation of an institution, $5,000.00.

  (12) Establishment of a special purpose financial institution, $5,000.00.

  (13) Establishment of a temporary agency, $150.00.

  (14) Activity at a school, $250.00.

  (15) Establishment of a loan production office or engaging in loan production activity in the State, $750.00.

  (16) Permit a foreign exchange activity, $500.00.

  (17) Purchase or establish a subsidiary or service corporation, $2,500.00.

  (18) Certificate (good standing), $100.00.

  (19) Establish a development credit corporation, $1,000.00.

  (20) Permission to use “bank” in name, $100.00.

  (21) Advisory interpretations, advisory opinions, non-objection letters, and no action letters, $250.00, plus expenses.

  (22) Increase or reduction in permanent capital, $250.00.

  (23) New credit union application, new credit union service organization application, or new corporate credit union application, $2,500.00.

  (24) Extension of a certificate of general good or extension of a certificate of approval, $50.00.

  (25) Contract with another financial institution as agent, $500.00.

  (26) Any other corporate organizational changes not covered in this subsection, $250.00 plus expenses. No petition or application shall be considered by the Commissioner until payment for the enumerated charge has been received.

  (b) Merchant banks established under section 12603 of this title, uninsured banks established under section 12604 of this title, and independent trust companies assessed as provided in subdivision 2405(f)(1) of this title shall be billed for all examinations. All other institutions subject to assessment under subsection (d) of this section shall not be billed for regular examinations.

  (c) Each person, except as otherwise provided in subsection (d) of this section, within 30 days of notification, shall pay the Department fees as prescribed by section 18 of this title, which fees shall be billed when they are incurred.

  (d) The Commissioner shall apportion the expenses allowed under the title “Department of Financial Regulation—Banking” in the annual appropriation bill among the several financial institutions, credit unions, and independent trust companies directly regulated under this title, including the operations in Vermont of any such entity organized in another jurisdiction. Annually, on or before November 1, the Commissioner shall notify the institutions of the proposed assessment. The assessment shall consider surpluses or shortfalls from prior year assessments, increases, and decreases in entity deposits and assets under management, and any other factor that may affect the Banking Division’s expenditures and revenues. The Commissioner shall send each entity a bill for such entity’s portion of the assessment on or before March 1 of each year, which bill shall be paid into the State Treasury on or before April 1.

  (1) Financial institutions and credit unions that accept deposits will be assessed based on the amount of their deposits held in this State on the preceding June 30.

  (2) In the case of merchant banks established under section 12603 of this title, the assessment shall be based on assets in this State on the preceding June 30.

  (3) In the case of nondepository trust companies established under section 12602 of this title, the assessment will be based on assets under management in this State on the preceding June 30.

  (4) In the case of an uninsured bank established under section 12604 of this title:

  (A) an uninsured bank whose primary activity is transactional shall pay to the Department an annual assessment equal to $0.0001 per dollar volume of activity performed for the most recent year ended December 31, which assessment shall not be greater than $50,000.00; and

  (B) an uninsured bank whose primary activity is accepting uninsured deposits shall be assessed based on the amount of deposits on the preceding June 30.

  (5) No financial institution, credit union, nondepository trust company, merchant bank, or uninsured bank subject to assessment under subdivision (1), (2), (3), or (4) of this subsection may pay less than $2,000.00 per annual assessment.

  (6) Loan production offices or persons engaged in an approved loan production activity authorized under prior law that do not pay an assessment under subdivision (1), (2), (3), or (4) of this subsection shall pay an annual fee of $1,200.00.

  (7) In the case of independent trust companies organized under chapter 77 of this title:

  (A) an independent trust company whose primary activity in this State is transactional shall pay an assessment calculated under subdivision 2405(f)(1) of this title; and

  (B) an independent trust company whose primary activity in this State is asset management shall pay an assessment based on assets under management, provided the annual assessment shall not be less than $2,000.00.

  (e) If any entity fails to pay fees or expenses as provided in this section or section 18 of this title, within 45 days after notice from the Department of the amount due, the Commissioner may issue an execution against the property of the delinquent for an amount equal to 150 percent of the amount of the overdue payment. Such execution shall be enforced as an execution of a court.

  (f) There is hereby created a fund to be known as the Financial Institution Supervision Fund for the purpose of providing the financial means for the Commissioner of Financial Regulation to administer Parts 2, 4, and 5 of this title, 9 V.S.A. Parts 1 and 3, and Title 9A. All fees and assessments received by the Department pursuant to such administration shall be deposited in this Fund.

  (g) All payments from the Banking Supervision Fund for the maintenance of staff and associated expenses, including contractual services as necessary, shall be disbursed from the State Treasury only upon warrants issued by the Commissioner of Finance and Management after receipt of proper documentation regarding services rendered and expenses incurred.

  (h) Any entity, subject to the assessment under subsection (d) of this section, that converts or relinquishes its State charter or closes all of its branches or offices in this State will be responsible for a pro rata share of the assessment made under subsection (d) of this section for the final period it was authorized to conduct business under this title. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001; amended No. 155 (Adj. Sess.), § 7, eff. Jan. 1, 2001; 2005, No. 72, § 1; 2009, No. 42, § 1; 2011, No. 21, §§ 7-9; 2011, No. 78 (Adj. Sess.), §§ 2, 6-8, eff. April 2, 2012; 2013, No. 29, § 2, eff. May 13, 2013; 2015, No. 63, § 4, eff. June 17, 2015; 2019, No. 20, § 107.)

• § 20. Uniform Commercial Code

  (a) All commercial transactions of financial institutions doing business in this State shall be governed by and conducted in accordance with Title 9A.

  (b) In any conflict between the provisions of Title 9A and any other provisions of law, including organizational documents of financial institutions, dealing with the same subject matter, Title 9A shall prevail unless otherwise specifically provided by law. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001.)

• § 21. Applicability of laws governing business organizations

  Depending on the permitted type of organizational form, the provisions of Titles 11, 11A, and 11B, relating to corporations, limited liability companies, limited liability partnerships, limited partnerships, partnerships, mutual and cooperative organizations and other organizations, shall apply to business organizations regulated under this title. In the case of a conflict and to the extent that such provisions may be inconsistent with the provisions of Titles 11, 11A, and 11B, the provisions of this title shall control. (Added 1999, No. 153 (Adj. Sess.), § 1, eff. Jan. 1, 2001.)

• § 22. Confidentiality and information-sharing agreements

  (a) Except as expressly provided in subsection (b) of this section, all documents, material, or other information reported to, or developed or maintained by the Commissioner may be used by the Commissioner in the furtherance of legal or regulatory proceedings brought as a part of the Commissioner’s official duties.

  (b) In order to assist in the performance of the Commissioner’s duties, the Commissioner:

  (1) may share documents, materials, or other information, including confidential and privileged documents, materials, or other information with other state, federal, or international agencies; the National Association of Insurance Commissioners; the North American Securities Administrators Association; the International Association of Insurance Supervisors; the Conference of State Bank Supervisors; the National Association of State Credit Union Supervisors; self-regulatory organizations organized under 15 U.S.C. §§ 78f, 78o-3, and 78q-1; other self-regulatory organizations and their affiliates or subsidiaries; and with state, federal, and international law enforcement authorities, provided that the recipient agrees to maintain the confidentiality and privileged status of the document, material, or other information;

  (2) may receive documents, materials, or information, including otherwise confidential and privileged documents, materials, or information, from other state, federal, and international agencies; the National Association of Insurance Commissioners; the North American Securities Administrators Association; the International Association of Insurance Supervisors; the Conference of State Bank Supervisors; the National Association of State Credit Union Supervisors; self-regulatory organizations organized under 15 U.S.C. §§ 78f, 78o-3, and 78q-1; other self-regulatory organizations and their affiliates or subsidiaries; and from state, federal, and international law enforcement authorities; and shall maintain as confidential or privileged any document, material, or information received with notice or the understanding that it is confidential or privileged under the laws of the jurisdiction that is the source of the document, material, or information;

  (3) may enter into agreements governing sharing and use of information consistent with this section; and

  (4) shall determine, prior to sharing information about an individual pursuant to subdivision (1) of this subsection, that sharing the information will substantially further the performance of the regulatory or law enforcement duties of the recipient.

  (c) Any information furnished pursuant to this section by or to the Commissioner that has been designated confidential by the furnisher of the information shall not be subject to public inspection under 1 V.S.A. chapter 5, shall not be subject to subpoena, and shall not be subject to discovery or admissible in evidence in any private civil action.

  (d) Neither the Commissioner nor any person who received documents, material, or information while acting under the authority of the Commissioner shall be permitted or required to testify in any private civil action concerning any confidential documents, material, or information.

  (e) No waiver of an existing privilege or claim of confidentiality in the documents, materials, or information shall occur as a result of disclosure or sharing as authorized under this section.

  (f) The provisions of this section shall apply to information relating to persons that engage in activities that are financial in nature, or incidental or complementary to such financial activity within the meaning of 12 U.S.C. § 1843(k) and to credit unions. This section shall also apply to captives formed or licensed under the provisions of chapter 141 or 142 of this title. (Added 2001, No. 71, § 1, eff. June 16, 2001; amended 2009, No. 42, § 5, eff. July 1, 2009; 2017, No. 1, § 1, eff. Feb. 23, 2017; 2023, No. 110 (Adj. Sess.), § 7, eff. July 1, 2024.)

• § 23. Confidentiality of investigation and examination reports

  (a) This section shall apply to all persons licensed, authorized, or registered, or required to be licensed, authorized, or registered, under this title or under 9 V.S.A. chapter 150.

  (b) Regardless of source, all records of investigations, including information pertaining to a complaint by or for a consumer, and all records and reports of examinations by the Commissioner, whether in the possession of a supervisory agency or another person, shall be confidential and privileged, shall not be made public, and shall not be subject to discovery or introduction into evidence in any private civil action. No person who participated on behalf of the Commissioner in an investigation or examination shall be permitted or required to testify in any such civil action as to any findings, recommendations, opinions, results, or other actions relating to the investigation or examination.

  (c) The Commissioner may, in his or her discretion, disclose or publish or authorize the disclosure or publication of any such record or report or any part thereof in the furtherance of legal or regulatory proceedings brought as a part of the Commissioner’s official duties. The Commissioner may, in his or her discretion, disclose or publish or authorize the disclosure or publication of any such record or report or any part thereof, to civil or criminal law enforcement authorities for use in the exercise of such authority’s duties, in such manner as the Commissioner may deem proper.

  (d) For the purposes of this section, records of investigations and records and reports of examinations shall include joint examinations by the Commissioner and any other supervisory agency. Records of investigations and reports of examinations shall also include records of examinations and investigations conducted by:

  (1) any agency with supervisory jurisdiction over the person; and

  (2) any agency of any foreign government with supervisory jurisdiction over any person subject to the jurisdiction of the Department, when such records are considered confidential by such agency or foreign government and the records are in the possession of the Commissioner. (Added 2001, No. 55, § 3, eff. June 12, 2001; amended 2015, No. 63, § 5, eff. June 17, 2015; 2021, No. 25, § 10, eff. May 12, 2021; 2023, No. 32, § 7a, eff. July 1, 2023.)

• § 24. Senior investor protection

  (a) The Commissioner may, in addition to other powers conferred on the Commissioner by law, adopt rules and issue orders necessary to protect senior investors from being misled by false or misleading certifications, licenses, professional designations, or other credentials that imply or indicate a special level of knowledge with regard to senior investors or their needs in the sale of securities or insurance, or both, in the providing of investment advice.

  (b) To implement the protections described in subsection (a) of this section, the Commissioner may:

  (1) establish standards for senior-specific certifications, licenses, professional designations, and other credentials;

  (2) develop initiatives to investigate and take action against fraudulent, misleading, dishonest, or unethical marketing practices directed toward seniors;

  (3) develop educational materials and training aimed at reducing such marketing practices; and

  (4) accept grants from government or private entities to fund the activities set forth in this section.

  (c) Any rules adopted or orders issued by the Commissioner under this section shall conform to the extent practicable to the North American Securities Administrators Association Model Rule on the Use of Senior-Specific Certifications and Professional Designation, as amended, and the National Association of Insurance Commissioners Model Regulation on the Use of Senior-Specific Certifications and Professional Designations in the Sale of Life Insurance and Annuities, as amended.

  (d)(1) A violation of a rule adopted or orders issued under this section with respect to the business of insurance shall constitute an unfair or deceptive act or practice in the business of insurance, and the Commissioner may enforce such violations pursuant to the Commissioner’s authority conferred by the Insurance Trade Practices Act, chapter 129 of this title, and pursuant to any other authority conferred upon the Commissioner by law.

  (2) A violation of a rule adopted or order issued under this section with respect to the business of securities and investment advice shall constitute a violation of 9 V.S.A. § 5412(d)(13), and the Commissioner may enforce such violations pursuant to the Commissioner’s authority conferred by the Vermont Uniform Securities Act, 9 V.S.A. chapter 150, and pursuant to any other authority conferred upon the Commissioner.

  (e) The Commissioner, in addition to other powers conferred on the Commissioner by law, may increase the amount of an administrative penalty by not more than $5,000.00 per violation for violations involving a person who is a vulnerable adult as defined in 33 V.S.A. § 6902(14). (Added 2009, No. 53, § 3; amended 2017, No. 80, § 2.)