Transfer of certain fiduciary capacities between affiliated banks andtrust companies, procedure, liabilities--objection, procedure.
362.331. 1. As used in this section, the following terms mean:
(1) "Affiliated entity", with respect to any bank or trust company,means any other bank or trust company at least eighty percent of the votingstock of which is owned or otherwise controlled by a corporation which alsoowns at least eighty percent of the voting stock of or otherwise controls thebank or trust company;
(2) "Bank", any bank organized under the provisions of this chapterwhich is duly authorized to exercise trust powers, and any national bank whichis authorized to exercise such powers under the laws of the United States andwhich has its principal place of business in Missouri, including a nationalbank whose operations are limited to providing trust and other fiduciaryservices and related activities;
(3) "Fiduciary capacity", any capacity resulting from an appointment,designation or undertaking to act alone or jointly with others primarily forthe benefit of others in matters connected with such appointment, designationor undertaking and includes, but is not limited to, acting as a trustee,including trustee of a common trust fund; executor; administrator; personalrepresentative; registrar or transfer agent with respect to stocks, bonds orother evidences of indebtedness of any corporation, association, state,municipality, or public authority; guardian; conservator; custodian; assignee;depositary; receiver; agent, including escrow agent or agent for theinvestment of money; attorney-in-fact; or any other similar capacity. Theterm "fiduciary capacity" includes all appointments and designations to anysuch capacity upon the death of a person serving in such capacity or upon thehappening of any other future event;
(4) "Trust company", any trust company or bank organized under the lawsof this state which is duly authorized to exercise trust powers.
2. Notwithstanding any other provision of law to the contrary, a bank ortrust company may transfer by assignment to an affiliated entity any or all ofthe fiduciary capacities of such bank or trust company, without any order ofor other action by any court or any consent or other approval of anyinterested person, except as provided in subsection 5 of this section, uponthe prior approval of the director of finance and provided that such bank ortrust company complies with the provisions of this section. The assignmentmay designate all fiduciary capacities, a general class or classes offiduciary capacities, or specified individual accounts or other particularlyidentified fiduciary capacities.
3. The bank or trust company, together with the affiliated entity, shallfile an application for approval of the transfer of fiduciary capacities withthe director of finance together with such other information as the directorof finance may deem necessary. Before the director of finance issues an orderapproving the transfer of fiduciary capacities, the bank or trust companyshall also file proof in a form satisfactory to the director of finance thatthe bank or trust company has given written notice, including a summary of theprovisions of subsection 5 of this section relating to objections to thetransfer of the fiduciary accounts, of the proposed transfer by certifiedmail, at least thirty days prior to the filing of such proof, to all persons,firms, organizations or corporations who are known to it to be living orexisting grantors under each affected trust or other fiduciary account or, ifthere is no such known living or existing grantor, to each living or existingbeneficiary thereof known to it to have received any distribution transmittedby the bank or trust company with respect to such fiduciary account in thecalendar year of the giving of such notice or the immediately precedingcalendar year. If any living or existing grantor or any such beneficiarydelivers to the bank or trust company any communication regarding the proposedtransfer, the bank or trust company shall furnish the director of finance witha copy of such communication together with any accompanying documents. If thedirector of finance shall determine that the affiliated entity has theauthority to act in such fiduciary capacities and is qualified to do so andthat the transfer of such fiduciary capacities to the affected entity will notmaterially adversely affect the administration of the fiduciary accounts, heshall issue an order approving such transfer of fiduciary capacities.
4. After the director of finance issues an order approving the transferof fiduciary capacities, the bank or trust company shall publish a notice ofthe transfer of fiduciary capacities pursuant to this section in a newspaperof general circulation in the county or city in which its main banking houseor principal place of business, respectively, is located. Upon the sixtiethday after the date of such publication, the transfer by assignment offiduciary capacities shall be effective except with respect to any suchfiduciary capacities which are then the subject of notice of objectionpursuant to subsection 5 of this section.
5. Within sixty days after the publication of notice of the approval bythe director of finance of the transfer of fiduciary capacities pursuant tosubsection 4 of this section, any person who was entitled to receive a writtennotice pursuant to subsection 3 of this section may give written notice to thebank or trust company objecting to the transfer of the fiduciary account inwhich such person has an interest, and the bank or trust company shallpetition the circuit court of the county or city in which the notice waspublished to determine whether the transfer of the fiduciary capacity to theaffiliated entity will materially adversely affect the administration of suchfiduciary account. After notice to all interested parties and a hearing onthe issues, the circuit court may appoint a new fiduciary to succeed the bankor trust company if it finds that the transfer of the fiduciary capacity tothe affiliated entity will materially adversely affect the administration ofthe fiduciary account and that the appointment of a new fiduciary is in thebest interests of the beneficiaries of such fiduciary account and, if thecourt does not so find, it shall direct the bank or trust company to transferby assignment such fiduciary capacity to the affiliated entity.
6. Each appointment or other designation to a fiduciary capacity of abank or trust company in a trust, will or other instrument executed after theeffective date of any transfer by such bank or trust company pursuant to thissection of all fiduciary capacities or a general class of fiduciary capacitiesin which such appointment or other designation is included shall be deemed anappointment or other designation of the affiliated entity substituted for suchbank or trust company, except where the trust, will or other instrument bywhich such appointment or other designation is made expressly negates theprovisions of this section.
7. On the effective date of the transfer of fiduciary capacitiespursuant to this section, the transferring bank or trust company shall bereleased from all transferred fiduciary duties and shall cease to act in allsuch transferred fiduciary capacities, except that such transferring bank ortrust company shall not be relieved of any liabilities arising out of a breachof fiduciary duty occurring prior to such effective date. The transferringbank or trust company shall file an itemized accounting of any assets andliabilities in each transferred fiduciary account with the successor fiduciaryupon the effective date of the transfer. The failure by the bank or trustcompany to give any notice required by subsection 3 hereof with respect to anyfiduciary account shall not affect the validity of the transfer of fiduciarycapacities pursuant to this section with respect to any other fiduciaryaccount.
(L. 1989 S.B. 22)
CROSS REFERENCE:
Transfer of fiduciary obligations by bank or trust company, procedure, RSMo 362.332
Transfer of certain fiduciary capacities between affiliated banks andtrust companies, procedure, liabilities--objection, procedure.
362.331. 1. As used in this section, the following terms mean:
(1) "Affiliated entity", with respect to any bank or trust company,means any other bank or trust company at least eighty percent of the votingstock of which is owned or otherwise controlled by a corporation which alsoowns at least eighty percent of the voting stock of or otherwise controls thebank or trust company;
(2) "Bank", any bank organized under the provisions of this chapterwhich is duly authorized to exercise trust powers, and any national bank whichis authorized to exercise such powers under the laws of the United States andwhich has its principal place of business in Missouri, including a nationalbank whose operations are limited to providing trust and other fiduciaryservices and related activities;
(3) "Fiduciary capacity", any capacity resulting from an appointment,designation or undertaking to act alone or jointly with others primarily forthe benefit of others in matters connected with such appointment, designationor undertaking and includes, but is not limited to, acting as a trustee,including trustee of a common trust fund; executor; administrator; personalrepresentative; registrar or transfer agent with respect to stocks, bonds orother evidences of indebtedness of any corporation, association, state,municipality, or public authority; guardian; conservator; custodian; assignee;depositary; receiver; agent, including escrow agent or agent for theinvestment of money; attorney-in-fact; or any other similar capacity. Theterm "fiduciary capacity" includes all appointments and designations to anysuch capacity upon the death of a person serving in such capacity or upon thehappening of any other future event;
(4) "Trust company", any trust company or bank organized under the lawsof this state which is duly authorized to exercise trust powers.
2. Notwithstanding any other provision of law to the contrary, a bank ortrust company may transfer by assignment to an affiliated entity any or all ofthe fiduciary capacities of such bank or trust company, without any order ofor other action by any court or any consent or other approval of anyinterested person, except as provided in subsection 5 of this section, uponthe prior approval of the director of finance and provided that such bank ortrust company complies with the provisions of this section. The assignmentmay designate all fiduciary capacities, a general class or classes offiduciary capacities, or specified individual accounts or other particularlyidentified fiduciary capacities.
3. The bank or trust company, together with the affiliated entity, shallfile an application for approval of the transfer of fiduciary capacities withthe director of finance together with such other information as the directorof finance may deem necessary. Before the director of finance issues an orderapproving the transfer of fiduciary capacities, the bank or trust companyshall also file proof in a form satisfactory to the director of finance thatthe bank or trust company has given written notice, including a summary of theprovisions of subsection 5 of this section relating to objections to thetransfer of the fiduciary accounts, of the proposed transfer by certifiedmail, at least thirty days prior to the filing of such proof, to all persons,firms, organizations or corporations who are known to it to be living orexisting grantors under each affected trust or other fiduciary account or, ifthere is no such known living or existing grantor, to each living or existingbeneficiary thereof known to it to have received any distribution transmittedby the bank or trust company with respect to such fiduciary account in thecalendar year of the giving of such notice or the immediately precedingcalendar year. If any living or existing grantor or any such beneficiarydelivers to the bank or trust company any communication regarding the proposedtransfer, the bank or trust company shall furnish the director of finance witha copy of such communication together with any accompanying documents. If thedirector of finance shall determine that the affiliated entity has theauthority to act in such fiduciary capacities and is qualified to do so andthat the transfer of such fiduciary capacities to the affected entity will notmaterially adversely affect the administration of the fiduciary accounts, heshall issue an order approving such transfer of fiduciary capacities.
4. After the director of finance issues an order approving the transferof fiduciary capacities, the bank or trust company shall publish a notice ofthe transfer of fiduciary capacities pursuant to this section in a newspaperof general circulation in the county or city in which its main banking houseor principal place of business, respectively, is located. Upon the sixtiethday after the date of such publication, the transfer by assignment offiduciary capacities shall be effective except with respect to any suchfiduciary capacities which are then the subject of notice of objectionpursuant to subsection 5 of this section.
5. Within sixty days after the publication of notice of the approval bythe director of finance of the transfer of fiduciary capacities pursuant tosubsection 4 of this section, any person who was entitled to receive a writtennotice pursuant to subsection 3 of this section may give written notice to thebank or trust company objecting to the transfer of the fiduciary account inwhich such person has an interest, and the bank or trust company shallpetition the circuit court of the county or city in which the notice waspublished to determine whether the transfer of the fiduciary capacity to theaffiliated entity will materially adversely affect the administration of suchfiduciary account. After notice to all interested parties and a hearing onthe issues, the circuit court may appoint a new fiduciary to succeed the bankor trust company if it finds that the transfer of the fiduciary capacity tothe affiliated entity will materially adversely affect the administration ofthe fiduciary account and that the appointment of a new fiduciary is in thebest interests of the beneficiaries of such fiduciary account and, if thecourt does not so find, it shall direct the bank or trust company to transferby assignment such fiduciary capacity to the affiliated entity.
6. Each appointment or other designation to a fiduciary capacity of abank or trust company in a trust, will or other instrument executed after theeffective date of any transfer by such bank or trust company pursuant to thissection of all fiduciary capacities or a general class of fiduciary capacitiesin which such appointment or other designation is included shall be deemed anappointment or other designation of the affiliated entity substituted for suchbank or trust company, except where the trust, will or other instrument bywhich such appointment or other designation is made expressly negates theprovisions of this section.
7. On the effective date of the transfer of fiduciary capacitiespursuant to this section, the transferring bank or trust company shall bereleased from all transferred fiduciary duties and shall cease to act in allsuch transferred fiduciary capacities, except that such transferring bank ortrust company shall not be relieved of any liabilities arising out of a breachof fiduciary duty occurring prior to such effective date. The transferringbank or trust company shall file an itemized accounting of any assets andliabilities in each transferred fiduciary account with the successor fiduciaryupon the effective date of the transfer. The failure by the bank or trustcompany to give any notice required by subsection 3 hereof with respect to anyfiduciary account shall not affect the validity of the transfer of fiduciarycapacities pursuant to this section with respect to any other fiduciaryaccount.
(L. 1989 S.B. 22)
CROSS REFERENCE:
Transfer of fiduciary obligations by bank or trust company, procedure, RSMo 362.332
Transfer of certain fiduciary capacities between affiliated banks andtrust companies, procedure, liabilities--objection, procedure.
362.331. 1. As used in this section, the following terms mean:
(1) "Affiliated entity", with respect to any bank or trust company,means any other bank or trust company at least eighty percent of the votingstock of which is owned or otherwise controlled by a corporation which alsoowns at least eighty percent of the voting stock of or otherwise controls thebank or trust company;
(2) "Bank", any bank organized under the provisions of this chapterwhich is duly authorized to exercise trust powers, and any national bank whichis authorized to exercise such powers under the laws of the United States andwhich has its principal place of business in Missouri, including a nationalbank whose operations are limited to providing trust and other fiduciaryservices and related activities;
(3) "Fiduciary capacity", any capacity resulting from an appointment,designation or undertaking to act alone or jointly with others primarily forthe benefit of others in matters connected with such appointment, designationor undertaking and includes, but is not limited to, acting as a trustee,including trustee of a common trust fund; executor; administrator; personalrepresentative; registrar or transfer agent with respect to stocks, bonds orother evidences of indebtedness of any corporation, association, state,municipality, or public authority; guardian; conservator; custodian; assignee;depositary; receiver; agent, including escrow agent or agent for theinvestment of money; attorney-in-fact; or any other similar capacity. Theterm "fiduciary capacity" includes all appointments and designations to anysuch capacity upon the death of a person serving in such capacity or upon thehappening of any other future event;
(4) "Trust company", any trust company or bank organized under the lawsof this state which is duly authorized to exercise trust powers.
2. Notwithstanding any other provision of law to the contrary, a bank ortrust company may transfer by assignment to an affiliated entity any or all ofthe fiduciary capacities of such bank or trust company, without any order ofor other action by any court or any consent or other approval of anyinterested person, except as provided in subsection 5 of this section, uponthe prior approval of the director of finance and provided that such bank ortrust company complies with the provisions of this section. The assignmentmay designate all fiduciary capacities, a general class or classes offiduciary capacities, or specified individual accounts or other particularlyidentified fiduciary capacities.
3. The bank or trust company, together with the affiliated entity, shallfile an application for approval of the transfer of fiduciary capacities withthe director of finance together with such other information as the directorof finance may deem necessary. Before the director of finance issues an orderapproving the transfer of fiduciary capacities, the bank or trust companyshall also file proof in a form satisfactory to the director of finance thatthe bank or trust company has given written notice, including a summary of theprovisions of subsection 5 of this section relating to objections to thetransfer of the fiduciary accounts, of the proposed transfer by certifiedmail, at least thirty days prior to the filing of such proof, to all persons,firms, organizations or corporations who are known to it to be living orexisting grantors under each affected trust or other fiduciary account or, ifthere is no such known living or existing grantor, to each living or existingbeneficiary thereof known to it to have received any distribution transmittedby the bank or trust company with respect to such fiduciary account in thecalendar year of the giving of such notice or the immediately precedingcalendar year. If any living or existing grantor or any such beneficiarydelivers to the bank or trust company any communication regarding the proposedtransfer, the bank or trust company shall furnish the director of finance witha copy of such communication together with any accompanying documents. If thedirector of finance shall determine that the affiliated entity has theauthority to act in such fiduciary capacities and is qualified to do so andthat the transfer of such fiduciary capacities to the affected entity will notmaterially adversely affect the administration of the fiduciary accounts, heshall issue an order approving such transfer of fiduciary capacities.
4. After the director of finance issues an order approving the transferof fiduciary capacities, the bank or trust company shall publish a notice ofthe transfer of fiduciary capacities pursuant to this section in a newspaperof general circulation in the county or city in which its main banking houseor principal place of business, respectively, is located. Upon the sixtiethday after the date of such publication, the transfer by assignment offiduciary capacities shall be effective except with respect to any suchfiduciary capacities which are then the subject of notice of objectionpursuant to subsection 5 of this section.
5. Within sixty days after the publication of notice of the approval bythe director of finance of the transfer of fiduciary capacities pursuant tosubsection 4 of this section, any person who was entitled to receive a writtennotice pursuant to subsection 3 of this section may give written notice to thebank or trust company objecting to the transfer of the fiduciary account inwhich such person has an interest, and the bank or trust company shallpetition the circuit court of the county or city in which the notice waspublished to determine whether the transfer of the fiduciary capacity to theaffiliated entity will materially adversely affect the administration of suchfiduciary account. After notice to all interested parties and a hearing onthe issues, the circuit court may appoint a new fiduciary to succeed the bankor trust company if it finds that the transfer of the fiduciary capacity tothe affiliated entity will materially adversely affect the administration ofthe fiduciary account and that the appointment of a new fiduciary is in thebest interests of the beneficiaries of such fiduciary account and, if thecourt does not so find, it shall direct the bank or trust company to transferby assignment such fiduciary capacity to the affiliated entity.
6. Each appointment or other designation to a fiduciary capacity of abank or trust company in a trust, will or other instrument executed after theeffective date of any transfer by such bank or trust company pursuant to thissection of all fiduciary capacities or a general class of fiduciary capacitiesin which such appointment or other designation is included shall be deemed anappointment or other designation of the affiliated entity substituted for suchbank or trust company, except where the trust, will or other instrument bywhich such appointment or other designation is made expressly negates theprovisions of this section.
7. On the effective date of the transfer of fiduciary capacitiespursuant to this section, the transferring bank or trust company shall bereleased from all transferred fiduciary duties and shall cease to act in allsuch transferred fiduciary capacities, except that such transferring bank ortrust company shall not be relieved of any liabilities arising out of a breachof fiduciary duty occurring prior to such effective date. The transferringbank or trust company shall file an itemized accounting of any assets andliabilities in each transferred fiduciary account with the successor fiduciaryupon the effective date of the transfer. The failure by the bank or trustcompany to give any notice required by subsection 3 hereof with respect to anyfiduciary account shall not affect the validity of the transfer of fiduciarycapacities pursuant to this section with respect to any other fiduciaryaccount.
(L. 1989 S.B. 22)
CROSS REFERENCE:
Transfer of fiduciary obligations by bank or trust company, procedure, RSMo 362.332
