State Codes and Statutes

Statutes > California > Fin > 4960-4966

FINANCIAL CODE
SECTION 4960-4966



4960.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4961.



4961.  (a) A California state bank may convert into a national
banking association pursuant to this article and federal law.
   (b) A California state depository corporation of any class may
convert into a federal depository corporation of another class
pursuant to this article and federal law.



4961.5.  (a) No provision of Division 1 (commencing with Section
99), except the provisions of Chapter 22 (commencing with Section
3800) of Division 1, prohibits or restricts the conversion of a
California state bank.
   (b) No provision of Division 2 (commencing with Section 5000)
prohibits or restricts the conversion of a California state savings
and loan association.
   (c) No provision of Division 7 (commencing with Section 18000),
except the provisions of Chapter 10 (commencing with Section 18660)
of Division 7, prohibits or restricts the conversion of a California
industrial loan company.



4962.  (a) A converting depository corporation shall make a plan of
conversion, stating:
   (1) That the converting depository corporation shall be converted
into the resulting depository corporation.
   (2) Proposed articles of the resulting depository corporation.
   (3) Manner of converting the securities of the converting
depository corporation into securities of the resulting depository
corporation.
   (4) Such other provisions as may be appropriate.
   (b) (1) The plan of conversion shall be approved by the board of
the converting depository corporation, and the principal terms of the
plan of conversion shall be approved by the outstanding shares of
the converting depository corporation.
   (2) (A) Any amendment to the plan of conversion shall be approved
by the board of the converting depository corporation and, if the
amendment changes any of the principal terms of the plan of
conversion, by the outstanding shares of the converting depository
corporation.
   (B) If the plan of conversion is amended and if the amendment is
approved as required by subparagraph (A), the plan of conversion, as
thus amended, shall constitute the plan of conversion.
   (3) Any approval of the outstanding shares of the converting
depository corporation required by this subdivision may be given
before or after the approval of the board of the converting
depository corporation.
   (c) The board of the converting depository corporation may, in its
discretion and without further approval of the outstanding shares,
abandon the conversion at any time before the conversion becomes
effective.


4963.  A conversion shall have the same effect as provided in
Section 4950 in the case of a conversion of the type defined in
Section 4940.


4964.  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 by the commissioner to
the converting depository corporation; and
   (b) File with the commissioner such report of the conversion as
the commissioner may require.



4965.  (a) After a conversion becomes effective, the resulting
depository corporation may issue an officers' certificate, 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.



4966.  (a) Within 60 days after a conversion, the resulting
depository corporation shall file with the Secretary of State an
officers' certificate reciting the name of the converting depository
corporation, the name of the resulting depository corporation, the
effective date of the conversion, and that the conversion has been
completed in compliance with the provisions of federal law. The
Secretary of State shall enter the fact of the conversion on the
Secretary of State's corporation records for the converting
depository corporation, and the converting depository corporation
shall thereafter not be deemed to be a corporation organized under
the laws of this state.
   (b) As to any conversion, whenever effected, if an officers'
certificate has not been filed pursuant to subdivision (a) within 60
days after the completion of the conversion, the commissioner may
file a report with the Secretary of State setting forth, to the
extent the commissioner has knowledge he or she considers reliable,
the recitals specified in subdivision (a), and the Secretary of State
shall record the fact of the conversion with the same effect as
provided in subdivision (a).


State Codes and Statutes

Statutes > California > Fin > 4960-4966

FINANCIAL CODE
SECTION 4960-4966



4960.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4961.



4961.  (a) A California state bank may convert into a national
banking association pursuant to this article and federal law.
   (b) A California state depository corporation of any class may
convert into a federal depository corporation of another class
pursuant to this article and federal law.



4961.5.  (a) No provision of Division 1 (commencing with Section
99), except the provisions of Chapter 22 (commencing with Section
3800) of Division 1, prohibits or restricts the conversion of a
California state bank.
   (b) No provision of Division 2 (commencing with Section 5000)
prohibits or restricts the conversion of a California state savings
and loan association.
   (c) No provision of Division 7 (commencing with Section 18000),
except the provisions of Chapter 10 (commencing with Section 18660)
of Division 7, prohibits or restricts the conversion of a California
industrial loan company.



4962.  (a) A converting depository corporation shall make a plan of
conversion, stating:
   (1) That the converting depository corporation shall be converted
into the resulting depository corporation.
   (2) Proposed articles of the resulting depository corporation.
   (3) Manner of converting the securities of the converting
depository corporation into securities of the resulting depository
corporation.
   (4) Such other provisions as may be appropriate.
   (b) (1) The plan of conversion shall be approved by the board of
the converting depository corporation, and the principal terms of the
plan of conversion shall be approved by the outstanding shares of
the converting depository corporation.
   (2) (A) Any amendment to the plan of conversion shall be approved
by the board of the converting depository corporation and, if the
amendment changes any of the principal terms of the plan of
conversion, by the outstanding shares of the converting depository
corporation.
   (B) If the plan of conversion is amended and if the amendment is
approved as required by subparagraph (A), the plan of conversion, as
thus amended, shall constitute the plan of conversion.
   (3) Any approval of the outstanding shares of the converting
depository corporation required by this subdivision may be given
before or after the approval of the board of the converting
depository corporation.
   (c) The board of the converting depository corporation may, in its
discretion and without further approval of the outstanding shares,
abandon the conversion at any time before the conversion becomes
effective.


4963.  A conversion shall have the same effect as provided in
Section 4950 in the case of a conversion of the type defined in
Section 4940.


4964.  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 by the commissioner to
the converting depository corporation; and
   (b) File with the commissioner such report of the conversion as
the commissioner may require.



4965.  (a) After a conversion becomes effective, the resulting
depository corporation may issue an officers' certificate, 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.



4966.  (a) Within 60 days after a conversion, the resulting
depository corporation shall file with the Secretary of State an
officers' certificate reciting the name of the converting depository
corporation, the name of the resulting depository corporation, the
effective date of the conversion, and that the conversion has been
completed in compliance with the provisions of federal law. The
Secretary of State shall enter the fact of the conversion on the
Secretary of State's corporation records for the converting
depository corporation, and the converting depository corporation
shall thereafter not be deemed to be a corporation organized under
the laws of this state.
   (b) As to any conversion, whenever effected, if an officers'
certificate has not been filed pursuant to subdivision (a) within 60
days after the completion of the conversion, the commissioner may
file a report with the Secretary of State setting forth, to the
extent the commissioner has knowledge he or she considers reliable,
the recitals specified in subdivision (a), and the Secretary of State
shall record the fact of the conversion with the same effect as
provided in subdivision (a).



State Codes and Statutes

State Codes and Statutes

Statutes > California > Fin > 4960-4966

FINANCIAL CODE
SECTION 4960-4966



4960.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4961.



4961.  (a) A California state bank may convert into a national
banking association pursuant to this article and federal law.
   (b) A California state depository corporation of any class may
convert into a federal depository corporation of another class
pursuant to this article and federal law.



4961.5.  (a) No provision of Division 1 (commencing with Section
99), except the provisions of Chapter 22 (commencing with Section
3800) of Division 1, prohibits or restricts the conversion of a
California state bank.
   (b) No provision of Division 2 (commencing with Section 5000)
prohibits or restricts the conversion of a California state savings
and loan association.
   (c) No provision of Division 7 (commencing with Section 18000),
except the provisions of Chapter 10 (commencing with Section 18660)
of Division 7, prohibits or restricts the conversion of a California
industrial loan company.



4962.  (a) A converting depository corporation shall make a plan of
conversion, stating:
   (1) That the converting depository corporation shall be converted
into the resulting depository corporation.
   (2) Proposed articles of the resulting depository corporation.
   (3) Manner of converting the securities of the converting
depository corporation into securities of the resulting depository
corporation.
   (4) Such other provisions as may be appropriate.
   (b) (1) The plan of conversion shall be approved by the board of
the converting depository corporation, and the principal terms of the
plan of conversion shall be approved by the outstanding shares of
the converting depository corporation.
   (2) (A) Any amendment to the plan of conversion shall be approved
by the board of the converting depository corporation and, if the
amendment changes any of the principal terms of the plan of
conversion, by the outstanding shares of the converting depository
corporation.
   (B) If the plan of conversion is amended and if the amendment is
approved as required by subparagraph (A), the plan of conversion, as
thus amended, shall constitute the plan of conversion.
   (3) Any approval of the outstanding shares of the converting
depository corporation required by this subdivision may be given
before or after the approval of the board of the converting
depository corporation.
   (c) The board of the converting depository corporation may, in its
discretion and without further approval of the outstanding shares,
abandon the conversion at any time before the conversion becomes
effective.


4963.  A conversion shall have the same effect as provided in
Section 4950 in the case of a conversion of the type defined in
Section 4940.


4964.  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 by the commissioner to
the converting depository corporation; and
   (b) File with the commissioner such report of the conversion as
the commissioner may require.



4965.  (a) After a conversion becomes effective, the resulting
depository corporation may issue an officers' certificate, 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.



4966.  (a) Within 60 days after a conversion, the resulting
depository corporation shall file with the Secretary of State an
officers' certificate reciting the name of the converting depository
corporation, the name of the resulting depository corporation, the
effective date of the conversion, and that the conversion has been
completed in compliance with the provisions of federal law. The
Secretary of State shall enter the fact of the conversion on the
Secretary of State's corporation records for the converting
depository corporation, and the converting depository corporation
shall thereafter not be deemed to be a corporation organized under
the laws of this state.
   (b) As to any conversion, whenever effected, if an officers'
certificate has not been filed pursuant to subdivision (a) within 60
days after the completion of the conversion, the commissioner may
file a report with the Secretary of State setting forth, to the
extent the commissioner has knowledge he or she considers reliable,
the recitals specified in subdivision (a), and the Secretary of State
shall record the fact of the conversion with the same effect as
provided in subdivision (a).


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