National bank may become state bank or trust company--procedure,effect.
362.235. 1. Any national banking association incorporated under thelaws of the United States having its place of business in this state may beconverted into a bank or trust company under the laws of the state ofMissouri and to be located in the city or town in which the convertingnational banking association is located, or alone, or with one or moreother national banking associations, may be consolidated or merged with oneor more banks or trust companies incorporated under the laws of this stateunder the charter of a bank or trust company incorporated under the laws ofthis state, upon compliance with the laws of the United States in suchcases made and provided and upon obtaining the approval of the director offinance of the state of Missouri. The name of the resulting bank or trustcompany in the case of conversion may be the name of the convertingnational banking association, and in the case of consolidation or mergermay be the name of any one of the parties to the consolidation or merger,provided that in no case shall the name contain the word "national" or bethe same as or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. Upon a majority of the board of directors of the national bankingassociation certifying to the director of finance that the laws of theUnited States relating to the approval of stockholders (and to the approvalof the Comptroller of the Currency whenever his or her approval isrequired) have been complied with, the majority of the board shall havefull power and authority to complete the conversion, consolidation ormerger on the part of the national banking association, provided that therights of the dissenting shareholders of the national banking associationshall be determined pursuant to the laws of the United States.
3. (1) In the case of conversion the majority of the board ofdirectors of the national banking association shall proceed as is providedby law for other individuals in incorporating a bank or trust company underthe laws of this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingnational banking association, the net value of which is equal to at leastthe full amount of the capital stock of the proposed resulting bank ortrust company which capital stock shall not be less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting national bankingassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingnational banking association although as to rights, powers and duties theproposed resulting institution is a bank or trust company incorporatedunder the laws of the state of Missouri; and
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
(2) If the director of finance, as the result of an examination andinvestigation made by him or her, his or her deputies or his or herexaminers, is satisfied that such assets are of such value and that thecharacter, responsibility and general fitness of the persons named in thearticles of agreement are such as to command confidence and warrant beliefthat the business of the proposed corporation will be honestly andefficiently conducted in accordance with the purpose and intent of the lawsof this state relative to banks or trust companies, as the case may be, heor she shall grant the charter. If he or she is not satisfied as to eitheror both matters, he or she shall forthwith give notice thereof to themajority of the board of directors of the converting national bankingassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company.
(3) Upon the approval of the particular conversion being granted thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting national banking association his or hercertificate setting forth that the bank or trust company therein named hasbeen duly organized and is the institution resulting from the conversion ofthe national banking association into the resulting bank or trust company,and that the resulting bank or trust company is and shall be considered thesame business and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association. Onecertified copy of the certificate shall be filed in the public records ofthe division of finance and the certificate so filed, or certified copiesthereof, shall be taken in all the courts of this state as evidence of theconversion of the national banking association into the resulting bank ortrust company and that the resulting bank or trust company is the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association.
(4) When the director of finance has given his or her certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a bank or trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingnational banking association in and to every species of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not by way oflimitation, appointments, designations and nominations and all other rightsand interests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting national banking association at the time of itsconversion into the resulting bank or trust company.
4. In the case of consolidation or merger the same shall beconsummated by each national banking association complying with the laws ofthe United States thereto relating, and also by each national bankingassociation and each bank or trust company complying with the provisions ofthe laws of this state relating to the consolidation or merger of trustcompanies, except that it shall not be necessary for a national bankingassociation to obtain the consent of its shareholders in the mannerprovided by the law of this state, and except that where the resultinginstitution is a bank rather than a trust company the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each national banking associationshall be determined pursuant to the laws of the United States and therights of the dissenting shareholders of each bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of trust companies. In the case of theconsolidation or merger the resulting bank or trust company shall be andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, each national bankingassociation and each bank or trust company which is a party to theconsolidation or merger, and all and singular the provisions of sections362.610 to 362.810 shall apply in the case of any such consolidation ormerger even though one or more of the parties is a national bankingassociation or a bank as compared with a trust company and as though eachparty to the consolidation or merger were a trust company incorporatedunder the laws of the state of Missouri.
(RSMo 1939 §§ 7947, 8022, A.L. 1951 p. 290 § 2, A.L. 1953 p. 247, A.L. 1967 p. 445, A.L. 1983 S.B. 44 & 45, A.L. 2000 S.B. 896)
National bank may become state bank or trust company--procedure,effect.
362.235. 1. Any national banking association incorporated under thelaws of the United States having its place of business in this state may beconverted into a bank or trust company under the laws of the state ofMissouri and to be located in the city or town in which the convertingnational banking association is located, or alone, or with one or moreother national banking associations, may be consolidated or merged with oneor more banks or trust companies incorporated under the laws of this stateunder the charter of a bank or trust company incorporated under the laws ofthis state, upon compliance with the laws of the United States in suchcases made and provided and upon obtaining the approval of the director offinance of the state of Missouri. The name of the resulting bank or trustcompany in the case of conversion may be the name of the convertingnational banking association, and in the case of consolidation or mergermay be the name of any one of the parties to the consolidation or merger,provided that in no case shall the name contain the word "national" or bethe same as or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. Upon a majority of the board of directors of the national bankingassociation certifying to the director of finance that the laws of theUnited States relating to the approval of stockholders (and to the approvalof the Comptroller of the Currency whenever his or her approval isrequired) have been complied with, the majority of the board shall havefull power and authority to complete the conversion, consolidation ormerger on the part of the national banking association, provided that therights of the dissenting shareholders of the national banking associationshall be determined pursuant to the laws of the United States.
3. (1) In the case of conversion the majority of the board ofdirectors of the national banking association shall proceed as is providedby law for other individuals in incorporating a bank or trust company underthe laws of this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingnational banking association, the net value of which is equal to at leastthe full amount of the capital stock of the proposed resulting bank ortrust company which capital stock shall not be less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting national bankingassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingnational banking association although as to rights, powers and duties theproposed resulting institution is a bank or trust company incorporatedunder the laws of the state of Missouri; and
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
(2) If the director of finance, as the result of an examination andinvestigation made by him or her, his or her deputies or his or herexaminers, is satisfied that such assets are of such value and that thecharacter, responsibility and general fitness of the persons named in thearticles of agreement are such as to command confidence and warrant beliefthat the business of the proposed corporation will be honestly andefficiently conducted in accordance with the purpose and intent of the lawsof this state relative to banks or trust companies, as the case may be, heor she shall grant the charter. If he or she is not satisfied as to eitheror both matters, he or she shall forthwith give notice thereof to themajority of the board of directors of the converting national bankingassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company.
(3) Upon the approval of the particular conversion being granted thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting national banking association his or hercertificate setting forth that the bank or trust company therein named hasbeen duly organized and is the institution resulting from the conversion ofthe national banking association into the resulting bank or trust company,and that the resulting bank or trust company is and shall be considered thesame business and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association. Onecertified copy of the certificate shall be filed in the public records ofthe division of finance and the certificate so filed, or certified copiesthereof, shall be taken in all the courts of this state as evidence of theconversion of the national banking association into the resulting bank ortrust company and that the resulting bank or trust company is the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association.
(4) When the director of finance has given his or her certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a bank or trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingnational banking association in and to every species of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not by way oflimitation, appointments, designations and nominations and all other rightsand interests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting national banking association at the time of itsconversion into the resulting bank or trust company.
4. In the case of consolidation or merger the same shall beconsummated by each national banking association complying with the laws ofthe United States thereto relating, and also by each national bankingassociation and each bank or trust company complying with the provisions ofthe laws of this state relating to the consolidation or merger of trustcompanies, except that it shall not be necessary for a national bankingassociation to obtain the consent of its shareholders in the mannerprovided by the law of this state, and except that where the resultinginstitution is a bank rather than a trust company the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each national banking associationshall be determined pursuant to the laws of the United States and therights of the dissenting shareholders of each bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of trust companies. In the case of theconsolidation or merger the resulting bank or trust company shall be andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, each national bankingassociation and each bank or trust company which is a party to theconsolidation or merger, and all and singular the provisions of sections362.610 to 362.810 shall apply in the case of any such consolidation ormerger even though one or more of the parties is a national bankingassociation or a bank as compared with a trust company and as though eachparty to the consolidation or merger were a trust company incorporatedunder the laws of the state of Missouri.
(RSMo 1939 §§ 7947, 8022, A.L. 1951 p. 290 § 2, A.L. 1953 p. 247, A.L. 1967 p. 445, A.L. 1983 S.B. 44 & 45, A.L. 2000 S.B. 896)
National bank may become state bank or trust company--procedure,effect.
362.235. 1. Any national banking association incorporated under thelaws of the United States having its place of business in this state may beconverted into a bank or trust company under the laws of the state ofMissouri and to be located in the city or town in which the convertingnational banking association is located, or alone, or with one or moreother national banking associations, may be consolidated or merged with oneor more banks or trust companies incorporated under the laws of this stateunder the charter of a bank or trust company incorporated under the laws ofthis state, upon compliance with the laws of the United States in suchcases made and provided and upon obtaining the approval of the director offinance of the state of Missouri. The name of the resulting bank or trustcompany in the case of conversion may be the name of the convertingnational banking association, and in the case of consolidation or mergermay be the name of any one of the parties to the consolidation or merger,provided that in no case shall the name contain the word "national" or bethe same as or deceptively similar to the name of any bank or trust companyincorporated under the laws of this state which is engaged in business atthe time of the particular conversion, consolidation or merger and is not aparty thereto.
2. Upon a majority of the board of directors of the national bankingassociation certifying to the director of finance that the laws of theUnited States relating to the approval of stockholders (and to the approvalof the Comptroller of the Currency whenever his or her approval isrequired) have been complied with, the majority of the board shall havefull power and authority to complete the conversion, consolidation ormerger on the part of the national banking association, provided that therights of the dissenting shareholders of the national banking associationshall be determined pursuant to the laws of the United States.
3. (1) In the case of conversion the majority of the board ofdirectors of the national banking association shall proceed as is providedby law for other individuals in incorporating a bank or trust company underthe laws of this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actuallybeen paid up in money it is to be paid up in assets of the convertingnational banking association, the net value of which is equal to at leastthe full amount of the capital stock of the proposed resulting bank ortrust company which capital stock shall not be less than that required bylaw for a bank or trust company, as the case may be, to be located in theparticular city or town in which the converting national bankingassociation is located;
(b) Shall provide that the proposed resulting bank or trust companyis and shall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingnational banking association although as to rights, powers and duties theproposed resulting institution is a bank or trust company incorporatedunder the laws of the state of Missouri; and
(c) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
(2) If the director of finance, as the result of an examination andinvestigation made by him or her, his or her deputies or his or herexaminers, is satisfied that such assets are of such value and that thecharacter, responsibility and general fitness of the persons named in thearticles of agreement are such as to command confidence and warrant beliefthat the business of the proposed corporation will be honestly andefficiently conducted in accordance with the purpose and intent of the lawsof this state relative to banks or trust companies, as the case may be, heor she shall grant the charter. If he or she is not satisfied as to eitheror both matters, he or she shall forthwith give notice thereof to themajority of the board of directors of the converting national bankingassociation who shall have the same right of appeal as is provided by thelaws of this state in the case of the proposed incorporators of a new bankor trust company.
(3) Upon the approval of the particular conversion being granted thedirector of finance shall execute and deliver to the majority of the boardof directors of the converting national banking association his or hercertificate setting forth that the bank or trust company therein named hasbeen duly organized and is the institution resulting from the conversion ofthe national banking association into the resulting bank or trust company,and that the resulting bank or trust company is and shall be considered thesame business and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association. Onecertified copy of the certificate shall be filed in the public records ofthe division of finance and the certificate so filed, or certified copiesthereof, shall be taken in all the courts of this state as evidence of theconversion of the national banking association into the resulting bank ortrust company and that the resulting bank or trust company is the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, the converting national banking association.
(4) When the director of finance has given his or her certificate asaforesaid:
(a) The resulting bank or trust company and all its stockholders,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a bank or trust company under the laws of this state;
(b) All the rights, franchises, and interests of the convertingnational banking association in and to every species of property, real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to and vest in the resulting bank or trust companywithout any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversionand without any order of any court or otherwise shall hold and enjoy thesame and all rights of property and interests including, but not by way oflimitation, appointments, designations and nominations and all other rightsand interests, as trustee, personal representative, conservator, receiver,registrar, assignee and every other fiduciary capacity in the same mannerand to the same extent as these rights and interests were held or enjoyedby the converting national banking association at the time of itsconversion into the resulting bank or trust company.
4. In the case of consolidation or merger the same shall beconsummated by each national banking association complying with the laws ofthe United States thereto relating, and also by each national bankingassociation and each bank or trust company complying with the provisions ofthe laws of this state relating to the consolidation or merger of trustcompanies, except that it shall not be necessary for a national bankingassociation to obtain the consent of its shareholders in the mannerprovided by the law of this state, and except that where the resultinginstitution is a bank rather than a trust company the number andqualifications of directors and any requirement that directors shall or maybe divided into classes shall be determined as provided by law for banks.The rights of dissenting shareholders of each national banking associationshall be determined pursuant to the laws of the United States and therights of the dissenting shareholders of each bank or trust company shallbe determined as provided by the laws of this state in the case ofconsolidation or merger of trust companies. In the case of theconsolidation or merger the resulting bank or trust company shall be andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, each national bankingassociation and each bank or trust company which is a party to theconsolidation or merger, and all and singular the provisions of sections362.610 to 362.810 shall apply in the case of any such consolidation ormerger even though one or more of the parties is a national bankingassociation or a bank as compared with a trust company and as though eachparty to the consolidation or merger were a trust company incorporatedunder the laws of the state of Missouri.
(RSMo 1939 §§ 7947, 8022, A.L. 1951 p. 290 § 2, A.L. 1953 p. 247, A.L. 1967 p. 445, A.L. 1983 S.B. 44 & 45, A.L. 2000 S.B. 896)
