IC 28-1-31
    Chapter 31. Conversion of an Out-of-State Financial InstitutionCharter Into a Commercial Bank

IC 28-1-31-1
"Charter conversion"
    Sec. 1. As used in this chapter, "charter conversion" means theconversion of an out-of-state financial institution to a commercialbank.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-2
"Commercial bank"
    Sec. 2. As used in this chapter, "commercial bank" means a bankor trust company (as defined by IC 28-1-1-3(2)).
As added by P.L.1-2006, SEC.490.

IC 28-1-31-3
"Department"
    Sec. 3. As used in this chapter, "department" means thedepartment of financial institutions and, if applicable, thedepartment's authorized delegate.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-4
"Effective time of the charter conversion"
    Sec. 4. As used in this chapter, "effective time of the charterconversion" means:
        (1) the date on which articles of conversion are filed with thesecretary of state; or
        (2) the date designated in the articles of conversion.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-5
"Out-of-state financial institution"
    Sec. 5. As used in this chapter, "out-of-state financial institution"means a bank or savings bank organized under the laws of any otherstate or the United States that has a branch or branches in Indianathat were established under IC 28-2-17 or IC 28-2-18.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-6
Financial institution may effect charter conversion
    Sec. 6. An out-of-state financial institution may, upon approval ofthe department, effect a charter conversion.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-7
Procedures for charter conversion
    Sec. 7. The department shall prescribe procedures for charter

conversions. The procedures prescribed by the department mustinclude the following:
        (1) The out-of-state financial institution shall prepare andsubmit to the department a plan of charter conversion thatprovides the terms and conditions of the charter conversion asrequired by the department.
        (2) The plan of charter conversion must be adopted by not lessthan a majority of the board of directors of the out-of-statefinancial institution.
        (3) Upon approval of a plan of charter conversion by the boardof directors of the out-of-state financial institution, the plan ofcharter conversion and a certified copy of the resolution of theboard of directors approving the plan of charter conversionmust be submitted to the department for approval.
        (4) The plan of charter conversion must be conditioned uponthe approval of not less than a majority of the total number ofvotes cast at a regular or special meeting of the shareholders.
        (5) The out-of-state financial institutions shall provide to thedepartment the additional relevant information requested by thedepartment in connection with the plan of charter conversion.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-8
Approval of plan of charter conversion
    Sec. 8. (a) The department may approve or disapprove the plan ofcharter conversion filed under section 7 of this chapter.
    (b) Solicitation of the votes of voting parties may occur beforereceipt of the approval of the department.
    (c) The department may not approve the plan of charterconversion unless the department finds, after appropriateinvestigation or examination, and without the requirement of a publichearing, that the following requirements have been fulfilled:
        (1) The resulting commercial bank will operate in a safe, sound,and prudent manner.
        (2) The proposed charter conversion will not result in acommercial bank that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
        (3) The management or other principals of the out-of-statefinancial institution are qualified by character and financialresponsibility to control and operate in a legal and propermanner the commercial bank proposed to be formed as a resultof the charter conversion.
        (4) The interests of the depositors, the creditors, and the publicgenerally will not be jeopardized by the proposed charterconversion.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-9
Resulting commercial bank; rights, privileges, and duties
    Sec. 9. Upon conversion of an out-of-state financial institution,

the resulting commercial bank:
        (1) possesses all of the rights, privileges, immunities, andpowers of a commercial bank;
        (2) unless otherwise provided in this chapter, is subject to all ofthe duties, restrictions, obligations, and liabilities of acommercial bank; and
        (3) succeeds by operation of law to all rights and property of theconverting out-of-state financial institution and shall besubjected to all debts, obligations, and liabilities of theconverting out-of-state financial institution as if the commercialbank had incurred the debts and liabilities.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-10
Resulting commercial bank may wind up activities and retainassets
    Sec. 10. The department may authorize the resulting commercialbank to do the following:
        (1) Wind up any activities that are legally engaged in by theout-of-state financial institution at the time of charterconversion but that are not permitted to commercial banks.
        (2) Retain any assets that are legally held by the out-of-statefinancial institution at the effective time of the charterconversion but that may not be held by commercial banks for atransitional period.
The terms and conditions of the transitional period undersubdivisions (1) and (2) are at the discretion of the department.However, the transitional period may not exceed ten (10) years afterthe effective time of the charter conversion.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-11
Retention of branches
    Sec. 11. A commercial bank created by charter conversion mayretain all branches lawfully established.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-12
Filing articles of charter conversion
    Sec. 12. In order to effect the charter conversion, the convertingout-of-state financial institution shall file articles of charterconversion, bearing the approval of the director of the department,with the secretary of state. The converting out-of-state financialinstitution shall also file copies of the articles of charter conversionwith the county recorder of the county where the principal office ofthe commercial bank is located.
As added by P.L.1-2006, SEC.490.

IC 28-1-31-13
Resulting commercial bank subject to statutes and rules    Sec. 13. Upon the effective time of charter conversion, theconverted commercial bank shall, unless otherwise provided in thischapter, immediately become subject to all statutes and rulesapplicable to commercial banks.
As added by P.L.1-2006, SEC.490.