State Codes and Statutes

Statutes > California > Fin > 4920-4930

FINANCIAL CODE
SECTION 4920-4930



4920.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4921.



4921.  With the approval of the commissioner, a California state
depository corporation of any class may convert into a California
state depository corporation of another class pursuant to this
article.


4922.  (a) A converting depository corporation shall adopt, and
shall file with the commissioner an application for approval of, such
amendments to its articles as may be necessary to carry out the
conversion. Section 904 of the Corporations Code shall not apply to
the amendments.
   (b) A converting depository corporation shall adopt, and shall
file with the commissioner an application for approval of, such
amendments to its bylaws as may be necessary to carry out the
conversion. The amendments shall not take effect until they are
approved by the commissioner and the conversion becomes effective.



4923.  In obtaining the approval of outstanding shares or
shareholders required for any amendment to articles or bylaws called
for in Section 4922, a converting depository corporation shall
provide to its shareholders information as the commissioner may
require. In determining the information to be required, the
commissioner shall give due consideration to regulations relating to
proxy statements issued under Section 14 of the Securities Exchange
Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange
Commission, (b) in the case of a depository corporation that is a
bank, the federal bank regulatory agencies, and (c) in the case of a
depository corporation that is a savings association, the Office of
Thrift Supervision.



4924.  A converting depository corporation shall file with the
commissioner an application for approval of the conversion.



4925.  If the commissioner finds all of the following with respect
to an application for approval of a conversion, the commissioner
shall approve the application:
   (a) That the shareholders equity of the resulting depository
corporation will be adequate and that the financial condition of the
resulting depository corporation will be satisfactory.
   (b) That the directors, executive officers, and any controlling
person of the resulting corporation will be satisfactory.
   (c) That the name of the resulting depository corporation will not
resemble so closely as to be likely to cause confusion the name of
any other bank, savings association, or industrial loan company, as
the case may be, that is transacting or has recently transacted
business in this state.
   (d) That the resulting depository corporation will afford
reasonable promise of successful operation and that it is reasonable
to believe that the resulting depository corporation will be operated
in a safe and sound manner and in compliance with all applicable
laws.
   (e) In the case of a conversion of a California state savings
association, that the conversion will not have a seriously adverse
effect on the total availability of financing for housing in any
market area of the converting savings association in this state or
that any effect of that type is clearly outweighed in the public
interest by the probable effect of the conversion in meeting the
convenience and needs of the community to be served. Nothing in this
subdivision authorizes the commissioner to require the resulting
depository corporation to make financing for housing available.
   If the commissioner finds otherwise, the commissioner shall deny
the application for approval of the conversion.



4927.  After an application for approval of a conversion has been
approved and all conditions precedent to the conversion have been
fulfilled, the commissioner shall approve the amendments to the
articles of the converting depository corporation called for in
Section 4922, endorse the approval on the certificate of amendment or
other instrument containing the amendments, and specify the time at
which the certificate of amendment or other instrument is to be filed
with the Secretary of State. The certificate of amendment or other
instrument shall be filed with the Secretary of State at the time so
specified by the commissioner, and at the time of the filing, the
conversion shall become effective for all purposes.




4928.  When a conversion becomes effective, the commissioner shall:
   (a) (1) In case the resulting depository corporation is a
California state bank, issue to the resulting depository corporation
a certificate of authority authorizing it to transact commercial
banking business or commercial banking business and trust business,
as the case may be.
   (2) In case the resulting depository corporation is a California
state savings association, issue to the resulting depository
corporation a license authorizing it to transact business as a state
savings association.
   (3) In case the resulting depository corporation is a California
industrial loan company, issue to the resulting depository
corporation a certificate of authority authorizing it to transact
business as an industrial loan company.
   (b) In any case, issue to the resulting depository corporation
certificates of authority, licenses, or other appropriate
authorizations for the branch offices, places of business, extensions
of offices, and other facilities, if any, that the converting
depository corporation was operating and that the resulting
depository corporation is to continue to operate.



4929.  Promptly after a conversion becomes effective, the resulting
depository corporation shall:
   (a) Surrender to the commissioner for cancellation the
certificates of authority or licenses issued to the converting
depository corporation by the commissioner; and
   (b) File with the commissioner such report regarding the
conversion as the commissioner may require.



4930.  (a) After a conversion becomes effective, the commissioner
shall issue, upon application, a certificate under his or her
official seal, stating that the converting depository corporation
converted into the resulting depository corporation and specifying
the time at which the conversion became effective.
   (b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the conversion and of the
regularity of the proceedings taken for the conversion and shall be
conclusive evidence of such matters in favor of any innocent
purchaser or encumbrancer for value.


State Codes and Statutes

Statutes > California > Fin > 4920-4930

FINANCIAL CODE
SECTION 4920-4930



4920.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4921.



4921.  With the approval of the commissioner, a California state
depository corporation of any class may convert into a California
state depository corporation of another class pursuant to this
article.


4922.  (a) A converting depository corporation shall adopt, and
shall file with the commissioner an application for approval of, such
amendments to its articles as may be necessary to carry out the
conversion. Section 904 of the Corporations Code shall not apply to
the amendments.
   (b) A converting depository corporation shall adopt, and shall
file with the commissioner an application for approval of, such
amendments to its bylaws as may be necessary to carry out the
conversion. The amendments shall not take effect until they are
approved by the commissioner and the conversion becomes effective.



4923.  In obtaining the approval of outstanding shares or
shareholders required for any amendment to articles or bylaws called
for in Section 4922, a converting depository corporation shall
provide to its shareholders information as the commissioner may
require. In determining the information to be required, the
commissioner shall give due consideration to regulations relating to
proxy statements issued under Section 14 of the Securities Exchange
Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange
Commission, (b) in the case of a depository corporation that is a
bank, the federal bank regulatory agencies, and (c) in the case of a
depository corporation that is a savings association, the Office of
Thrift Supervision.



4924.  A converting depository corporation shall file with the
commissioner an application for approval of the conversion.



4925.  If the commissioner finds all of the following with respect
to an application for approval of a conversion, the commissioner
shall approve the application:
   (a) That the shareholders equity of the resulting depository
corporation will be adequate and that the financial condition of the
resulting depository corporation will be satisfactory.
   (b) That the directors, executive officers, and any controlling
person of the resulting corporation will be satisfactory.
   (c) That the name of the resulting depository corporation will not
resemble so closely as to be likely to cause confusion the name of
any other bank, savings association, or industrial loan company, as
the case may be, that is transacting or has recently transacted
business in this state.
   (d) That the resulting depository corporation will afford
reasonable promise of successful operation and that it is reasonable
to believe that the resulting depository corporation will be operated
in a safe and sound manner and in compliance with all applicable
laws.
   (e) In the case of a conversion of a California state savings
association, that the conversion will not have a seriously adverse
effect on the total availability of financing for housing in any
market area of the converting savings association in this state or
that any effect of that type is clearly outweighed in the public
interest by the probable effect of the conversion in meeting the
convenience and needs of the community to be served. Nothing in this
subdivision authorizes the commissioner to require the resulting
depository corporation to make financing for housing available.
   If the commissioner finds otherwise, the commissioner shall deny
the application for approval of the conversion.



4927.  After an application for approval of a conversion has been
approved and all conditions precedent to the conversion have been
fulfilled, the commissioner shall approve the amendments to the
articles of the converting depository corporation called for in
Section 4922, endorse the approval on the certificate of amendment or
other instrument containing the amendments, and specify the time at
which the certificate of amendment or other instrument is to be filed
with the Secretary of State. The certificate of amendment or other
instrument shall be filed with the Secretary of State at the time so
specified by the commissioner, and at the time of the filing, the
conversion shall become effective for all purposes.




4928.  When a conversion becomes effective, the commissioner shall:
   (a) (1) In case the resulting depository corporation is a
California state bank, issue to the resulting depository corporation
a certificate of authority authorizing it to transact commercial
banking business or commercial banking business and trust business,
as the case may be.
   (2) In case the resulting depository corporation is a California
state savings association, issue to the resulting depository
corporation a license authorizing it to transact business as a state
savings association.
   (3) In case the resulting depository corporation is a California
industrial loan company, issue to the resulting depository
corporation a certificate of authority authorizing it to transact
business as an industrial loan company.
   (b) In any case, issue to the resulting depository corporation
certificates of authority, licenses, or other appropriate
authorizations for the branch offices, places of business, extensions
of offices, and other facilities, if any, that the converting
depository corporation was operating and that the resulting
depository corporation is to continue to operate.



4929.  Promptly after a conversion becomes effective, the resulting
depository corporation shall:
   (a) Surrender to the commissioner for cancellation the
certificates of authority or licenses issued to the converting
depository corporation by the commissioner; and
   (b) File with the commissioner such report regarding the
conversion as the commissioner may require.



4930.  (a) After a conversion becomes effective, the commissioner
shall issue, upon application, a certificate under his or her
official seal, stating that the converting depository corporation
converted into the resulting depository corporation and specifying
the time at which the conversion became effective.
   (b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the conversion and of the
regularity of the proceedings taken for the conversion and shall be
conclusive evidence of such matters in favor of any innocent
purchaser or encumbrancer for value.



State Codes and Statutes

State Codes and Statutes

Statutes > California > Fin > 4920-4930

FINANCIAL CODE
SECTION 4920-4930



4920.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4921.



4921.  With the approval of the commissioner, a California state
depository corporation of any class may convert into a California
state depository corporation of another class pursuant to this
article.


4922.  (a) A converting depository corporation shall adopt, and
shall file with the commissioner an application for approval of, such
amendments to its articles as may be necessary to carry out the
conversion. Section 904 of the Corporations Code shall not apply to
the amendments.
   (b) A converting depository corporation shall adopt, and shall
file with the commissioner an application for approval of, such
amendments to its bylaws as may be necessary to carry out the
conversion. The amendments shall not take effect until they are
approved by the commissioner and the conversion becomes effective.



4923.  In obtaining the approval of outstanding shares or
shareholders required for any amendment to articles or bylaws called
for in Section 4922, a converting depository corporation shall
provide to its shareholders information as the commissioner may
require. In determining the information to be required, the
commissioner shall give due consideration to regulations relating to
proxy statements issued under Section 14 of the Securities Exchange
Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange
Commission, (b) in the case of a depository corporation that is a
bank, the federal bank regulatory agencies, and (c) in the case of a
depository corporation that is a savings association, the Office of
Thrift Supervision.



4924.  A converting depository corporation shall file with the
commissioner an application for approval of the conversion.



4925.  If the commissioner finds all of the following with respect
to an application for approval of a conversion, the commissioner
shall approve the application:
   (a) That the shareholders equity of the resulting depository
corporation will be adequate and that the financial condition of the
resulting depository corporation will be satisfactory.
   (b) That the directors, executive officers, and any controlling
person of the resulting corporation will be satisfactory.
   (c) That the name of the resulting depository corporation will not
resemble so closely as to be likely to cause confusion the name of
any other bank, savings association, or industrial loan company, as
the case may be, that is transacting or has recently transacted
business in this state.
   (d) That the resulting depository corporation will afford
reasonable promise of successful operation and that it is reasonable
to believe that the resulting depository corporation will be operated
in a safe and sound manner and in compliance with all applicable
laws.
   (e) In the case of a conversion of a California state savings
association, that the conversion will not have a seriously adverse
effect on the total availability of financing for housing in any
market area of the converting savings association in this state or
that any effect of that type is clearly outweighed in the public
interest by the probable effect of the conversion in meeting the
convenience and needs of the community to be served. Nothing in this
subdivision authorizes the commissioner to require the resulting
depository corporation to make financing for housing available.
   If the commissioner finds otherwise, the commissioner shall deny
the application for approval of the conversion.



4927.  After an application for approval of a conversion has been
approved and all conditions precedent to the conversion have been
fulfilled, the commissioner shall approve the amendments to the
articles of the converting depository corporation called for in
Section 4922, endorse the approval on the certificate of amendment or
other instrument containing the amendments, and specify the time at
which the certificate of amendment or other instrument is to be filed
with the Secretary of State. The certificate of amendment or other
instrument shall be filed with the Secretary of State at the time so
specified by the commissioner, and at the time of the filing, the
conversion shall become effective for all purposes.




4928.  When a conversion becomes effective, the commissioner shall:
   (a) (1) In case the resulting depository corporation is a
California state bank, issue to the resulting depository corporation
a certificate of authority authorizing it to transact commercial
banking business or commercial banking business and trust business,
as the case may be.
   (2) In case the resulting depository corporation is a California
state savings association, issue to the resulting depository
corporation a license authorizing it to transact business as a state
savings association.
   (3) In case the resulting depository corporation is a California
industrial loan company, issue to the resulting depository
corporation a certificate of authority authorizing it to transact
business as an industrial loan company.
   (b) In any case, issue to the resulting depository corporation
certificates of authority, licenses, or other appropriate
authorizations for the branch offices, places of business, extensions
of offices, and other facilities, if any, that the converting
depository corporation was operating and that the resulting
depository corporation is to continue to operate.



4929.  Promptly after a conversion becomes effective, the resulting
depository corporation shall:
   (a) Surrender to the commissioner for cancellation the
certificates of authority or licenses issued to the converting
depository corporation by the commissioner; and
   (b) File with the commissioner such report regarding the
conversion as the commissioner may require.



4930.  (a) After a conversion becomes effective, the commissioner
shall issue, upon application, a certificate under his or her
official seal, stating that the converting depository corporation
converted into the resulting depository corporation and specifying
the time at which the conversion became effective.
   (b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the conversion and of the
regularity of the proceedings taken for the conversion and shall be
conclusive evidence of such matters in favor of any innocent
purchaser or encumbrancer for value.


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