§ 604-A — Transfer of fiduciary relationships

§ 604-a. Transfer of fiduciary relationships. 1. If any banking\ninstitution, including a bank or trust company, national banking\nassociation, savings bank, savings and loan association, federally\nchartered savings bank, federally chartered savings association, or a\nbranch or agency of a foreign banking corporation licensed pursuant to\narticle two of this chapter, located in this state, shall have\ntransferred all or substantially all of its assets to another banking\ninstitution in a transaction subject to this chapter pursuant to a\nwritten agreement between the transferor and transferee whereby the\ntransferee has assumed the deposit liabilities, if any, of the\ntransferor and has agreed to assume all fiduciary relationships of the\ntransferor, the transferee may file in the office of the superintendent\na certificate in its name and under its seal, signed by its president,\nsecretary or cashier, setting forth a copy of such agreement and stating\nthat the transferee assumes all of the fiduciary relationships of the\ntransferor pursuant to the provisions of this section; provided,\nhowever, that such certificate shall not be filed unless the approval of\nthe superintendent shall have been endorsed thereon or annexed thereto\nbefore filing. In the case of a branch or agency licensed pursuant to\narticle two of this chapter that seeks to participate in a transaction\ndescribed in this section, such branch or agency shall be subject to the\napplication and approval requirements governing acquisition transactions\nset forth in sections six hundred one-a and six hundred one-b of this\narticle.\n 2. Upon the filing of such certificate in the office of the\nsuperintendent, all of the property, rights, powers and franchises of\nthe transferor as fiduciary shall vest in the transferee and the\ntransferee shall be deemed to have assumed all of the debts,\nliabilities, obligations and duties of the transferor as fiduciary, and\nto have succeeded to all the fiduciary relationships of the transferor,\nas fully and with the same effect as is provided in sections one hundred\nthirty-six-c and six hundred two of this chapter in the case of a\nmerger, and any reference to the transferor as fiduciary in any\ncapacity, contained in any contract, will or document, whether executed\nor taking effect before or after the filing of such certificate in the\noffice of the superintendent, shall be considered a reference to the\ntransferee if not inconsistent with the other provisions of the\ncontract, will or document.\n 3. For purposes of this section, the fiduciary relationships of the\ntransferor shall include all relationships as agent, trustee, guardian,\nreceiver, committee, conservator, executor, administrator, or other\nfiduciary in any capacity or for any purpose mentioned in section one\nhundred of this chapter, and all relationships of the transferor as\nbailee or depositary of personal property.\n 4. This section shall not be deemed to authorize a transferee to\nassume any fiduciary relationship of a kind which it would not otherwise\nhave power to undertake and perform. Nothing in this section shall be\ndeemed to authorize any such transferee to maintain as its own office\nany office previously maintained by the transferor, and authority, if\nany, to maintain any such office shall be governed by the applicable\nprovisions of law other than this section. This section shall not be\ndeemed to apply to contracts of the transferor for the leasing of safe\ndeposit boxes or vaults.\n