§ 369.087 — Association may convert, merge or consolidate with bank or trust company — procedure.

Missouri § 369.087

• Jurisdiction: Missouri
• Title XXIV: BUSINESS AND FINANCIAL INSTITUTIONS
• Ch. 369: Savings and Loan Associations

Text

1.  Upon compliance with any applicable laws of the United States and upon obtaining the approval of the director of finance, any association or federal association as defined in section 369.014 , having its place of business in this state, may be converted pursuant to the laws of this state into a bank or trust company located in this state, or may be consolidated or merged with one or * more banks or trust companies incorporated pursuant to the laws of this state under the charter of a bank or trust company incorporated pursuant to the laws of this state.  The name of the resulting or surviving bank or trust company in the case of conversion, consolidation or merger may be the name of a party to the conversion, consolidation or merger, provided that in no case shall the name contain the word national or federal or be the same as or deceptively similar to the name of any bank or trust company incorporated pursuant to the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.

2.  Upon a majority of the board of directors of any federal association certifying to the director that the laws of the United States relating to the approval of stockholders and members have been complied with, the majority of the board shall have full power and authority to complete the conversion, consolidation or merger on the part of the federal association, provided that the rights of the dissenting shareholders of the federal association shall be determined pursuant to the laws of the United States.

3.  (1)  In the case of conversion, the majority of the board of directors of the association or federal association shall proceed as provided by law for other individuals incorporating a bank or trust company pursuant to the laws of this state; except that, the articles of agreement:

(a)  May provide that instead of the capital stock having actually been paid up in money, it is to be paid up in assets of the converting association or federal association, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company which capital stock shall be no less than that required by law for a bank or trust company, as the case may be, to be located in the particular city or town in which the converting association or federal association is located;

(b)  Shall provide that the proposed resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association, although, as to rights, powers and duties, the proposed resulting institution is a bank or trust company incorporated pursuant to the laws of the state of Missouri;

(c)  Shall set out the names and addresses of all persons who are to be officers of the proposed bank or trust company;

(d)  The director may reject any such application upon a determination that the treatment accorded the members of the converting association or federal association is not fair and reasonable;

(2)  If the director, as the result of an examination and investigation made by the division of finance, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to banks or trust companies, the director shall grant the charter.  If the director is not satisfied, the director shall forthwith give notice thereof to the majority of the board of directors of the converting association or federal association who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new bank or trust company;

(3)  Upon the approval of the particular conversion being granted the director shall execute and deliver to the majority of the board of directors of the converting association or federal association a certificate declaring that the bank or trust company therein named has been duly organized and is the institution resulting from the conversion of the association or federal association into the resulting bank or trust company, and that the resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association.  The certificate shall be recorded in the office of the recorder of deeds of the county or city in which the resulting bank or trust company is located and the certificate so recorded, or certified copies thereof, shall be taken in all the courts of this state as evidence of the conversion of the association or federal association into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association;

(4)  When the director of finance has given a certificate pursuant to this section:

(a)  The resulting bank or trust company and all its stockholders, directors, officers, and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as if such an institution had originally been organized as a bank or trust company pursuant to the laws of this state;

(b)  All the rights, franchises and interests of the converting association or federal association in and to every type of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vest in the resulting bank or trust company without any deed or other transfer; and

(c)  The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not limited to, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting association or federal association at the time of its conversion into the resulting bank or trust company; provided that, its corporate powers shall be limited to those granted to a bank or trust company pursuant to the laws of this state, and further provided that the association shall have a period of three years in which to divest itself of any nonconforming assets.

4.  In the case of consolidation or merger the same shall be consummated by each federal association complying with the laws of the United States relating to the consent of its shareholders or members, and also by each association and each bank or trust company complying with the provisions of the laws of this state relating to the consolidation or merger of banks or trust companies, except that, where the resulting institution is a bank rather than a trust company, the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks.  The rights of dissenting shareholders of each federal association shall be determined pursuant to the laws of the United States and the rights of the dissenting shareholders of each association or bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of banks or trust companies.  In the case of consolidation or merger the resulting bank or trust company shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each association or federal association and each bank or trust company which is a party to the consolidation or merger, and all provisions of sections 362.610 to 362.810 , shall apply in the case of any such consolidation or merger even though one or more of the parties is an association or federal association.

Legislative History

(L. 1996 S.B. 683 § 1) *Word "of" appears in original rolls.