§ 13-5-523 — Conversion from special purpose depository institutions

(a) The commissioner, with approval of the board, may
convert the charter of a special purpose depository institution
chartered under W.S. 13-12-115 to a public trust company
chartered under this article. A conversion shall occur as
follows:
(i) A special purpose depository institution seeking
to convert its charter to a public trust company shall file an
application to convert that contains a comprehensive plan for
conversion as required by this section and rules promulgated by
the commissioner. The application shall include a certificate
signed by the institution's president and a majority of the
board of directors setting forth the action taken to support the
proposed conversion in compliance with this section. The plan of
conversion and a proposed organizational instrument that
includes the information required by W.S. 13-5-501 shall be
approved by the shareholders of the special purpose depository
institution prior to submitting an application for conversion;
(ii) The application to convert shall include a
comprehensive plan for conversion setting forth any necessary
disposition of assets and liabilities in reasonable detail to
effect the conversion, and any other plans required by the
commissioner. The application shall be accompanied by a fee
established by rule and regulation of the commissioner. The plan
of conversion shall provide for the discharge or assumption of
all known and unknown claims and liabilities of the special
purpose depository institution. Additionally, the application
for conversion shall include other evidence, certifications,
affidavits, documents or information as the commissioner may
require, including demonstration of how assets and liabilities
will be disposed, the timetable for effecting disposition or
transfer of the assets and liabilities and a proposal for
addressing any claims that are asserted after conversion has
been completed;
(iii) The commissioner shall examine the application
for compliance with this section, W.S. 13-5-510 through 13-5-520
and applicable rules. The commissioner may conduct a special
examination of the special purpose depository institution,
consistent with W.S. 13-12-119(c), for purposes of evaluating
the application.
(b) Upon receipt of a complete application, the
commissioner shall notify the board. The board, in its
discretion, may allow the commissioner to proceed with approval
of an application on an expedited basis without further
oversight or approval by the board or, if deemed necessary by
the board, the board may require a process consistent with W.S.
13-5-502 and 13-5-507. Where an expedited review is allowed by
the board, the commissioner shall approve or deny a conversion
application under this section within ninety (90) days of
receipt of a complete application.
(c) The application shall not be approved under this
section until the board or commissioner, as applicable, has
ascertained to the board's or commissioner's satisfaction that
the proposed public trust company satisfies all criteria under
W.S. 13-5-507(a)(i) through (v), meets all applicable
requirements of W.S. 13-5-510 through 13-5-520 and meets any
applicable rules to operate in all respects as a public trust
company.
(d) A public trust company that results from a conversion
under this section shall be deemed to have been in existence for
the same period of time as the special purpose depository
institution from which it converted and shall surrender its
certificate of authority under W.S. 13-12-116. Upon completion
of the conversion the company shall not use the term "special
purpose depository institution" or "bank" in its business name
or in connection with its ongoing business.
(e) The commissioner shall adopt all rules necessary to
implement this section.