Requirements for foreign bank to relocate in Missouri--application,contents--approval, effect--certificate, filing required--relocationof domestic bank, conversion of charter.
362.464. 1. No out-of-state bank shall be permitted to relocate itsmain banking house to Missouri, except in accordance with sections 362.462to 362.464.
2. The board of directors of the out-of-state bank shall file anapplication with the director of the division of finance, on a form to beprescribed by the director, seeking approval of its relocation to thisstate. The application shall contain a certification that the relocationhas been approved by at least a majority of the shareholders of theout-of-state bank.
3. The application shall contain articles of agreement executed asprovided for other individuals seeking to incorporate a bank or trustcompany pursuant to this chapter, except that the articles of agreement:
(1) May provide that instead of the capital stock having actuallybeen paid up in money the capital stock is to be paid up in assets of theout-of-state bank, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trustcompany;
(2) Shall provide that the proposed resulting bank or trust companyis, and shall be considered, the same business and corporate entity as, anda continuation of the corporate entity and identity of, the convertingout-of-state bank although as to rights, powers and duties, the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri; and
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
4. If the director of the division of finance, as the result of anexamination and investigation made by the director, the director'sdeputies, or the director's examiners, is satisfied that such assets are ofsuch value and that the character, responsibility and general fitness ofthe persons named in the articles of agreement are such as to commandconfidence and warrant belief that the business of the proposed bank ortrust company will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, as the case may be, the director shall grant the charter andapprove the relocation. If the director takes exception as to either orboth matters, the director shall give notice of such exception to themajority of the board of directors of the converting out-of-state bank whoshall have the same right of appeal as is provided by the laws of thisstate in the case of the proposed incorporators of a new bank or trustcompany.
5. Upon the approval of the relocation and conversion, the directorof the division of finance shall execute and deliver to the bank or trustcompany the director's certificate stating that the bank or trust companynamed in the certificate has been duly organized and is the institutionresulting from the conversion of the out-of-state bank into the resultingbank or trust company, and that the resulting bank or trust company is, andshall be considered, the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingout-of-state bank. A certified copy of the certificate shall be filed inthe public records of the division of finance and the certificate so filedor certified by copies of the certificate shall be taken in all the courtsof this state as evidence of the conversion of the out-of-state bank intothe resulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting out-of-state bank.
6. When the director of the division of finance has given thedirector's certificate as provided in subsection 5 of this section:
(1) The resulting bank or trust company and all its stockholders,directors, officers and employees shall have the same powers and privilegesand be subject to the same duties and liabilities in all respects as in thecase of such institution originally organizing as a bank or trust companyunder the laws of this state;
(2) All the rights, franchises and interests of the convertingout-of-state bank in and to every category of property, including real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to, and vested in, the resulting bank or trust companywithout any deed or other transfer; and
(3) 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 interest, 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 out-of-state bank at the time of its conversion into theresulting bank or trust company.
7. A bank or trust company organized under the laws of this statemay, with the approval of the director of the division of finance, relocateits main banking house up to thirty miles away to a location in anotherstate and convert its charter to a charter issued by such other state.When it has done so, and to the extent provided by the laws of such state,the resulting bank or trust company by virtue of the conversion and withoutany order of any court or otherwise, shall hold and enjoy the same and allrights of property and interests including, but not by way of limitation,appointments, designations and nominations and all other rights andinterests, 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 interest were held or enjoyed bythe converting bank or trust company at the time of its conversion into theout-of-state bank or trust company.
Requirements for foreign bank to relocate in Missouri--application,contents--approval, effect--certificate, filing required--relocationof domestic bank, conversion of charter.
362.464. 1. No out-of-state bank shall be permitted to relocate itsmain banking house to Missouri, except in accordance with sections 362.462to 362.464.
2. The board of directors of the out-of-state bank shall file anapplication with the director of the division of finance, on a form to beprescribed by the director, seeking approval of its relocation to thisstate. The application shall contain a certification that the relocationhas been approved by at least a majority of the shareholders of theout-of-state bank.
3. The application shall contain articles of agreement executed asprovided for other individuals seeking to incorporate a bank or trustcompany pursuant to this chapter, except that the articles of agreement:
(1) May provide that instead of the capital stock having actuallybeen paid up in money the capital stock is to be paid up in assets of theout-of-state bank, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trustcompany;
(2) Shall provide that the proposed resulting bank or trust companyis, and shall be considered, the same business and corporate entity as, anda continuation of the corporate entity and identity of, the convertingout-of-state bank although as to rights, powers and duties, the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri; and
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
4. If the director of the division of finance, as the result of anexamination and investigation made by the director, the director'sdeputies, or the director's examiners, is satisfied that such assets are ofsuch value and that the character, responsibility and general fitness ofthe persons named in the articles of agreement are such as to commandconfidence and warrant belief that the business of the proposed bank ortrust company will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, as the case may be, the director shall grant the charter andapprove the relocation. If the director takes exception as to either orboth matters, the director shall give notice of such exception to themajority of the board of directors of the converting out-of-state bank whoshall have the same right of appeal as is provided by the laws of thisstate in the case of the proposed incorporators of a new bank or trustcompany.
5. Upon the approval of the relocation and conversion, the directorof the division of finance shall execute and deliver to the bank or trustcompany the director's certificate stating that the bank or trust companynamed in the certificate has been duly organized and is the institutionresulting from the conversion of the out-of-state bank into the resultingbank or trust company, and that the resulting bank or trust company is, andshall be considered, the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingout-of-state bank. A certified copy of the certificate shall be filed inthe public records of the division of finance and the certificate so filedor certified by copies of the certificate shall be taken in all the courtsof this state as evidence of the conversion of the out-of-state bank intothe resulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting out-of-state bank.
6. When the director of the division of finance has given thedirector's certificate as provided in subsection 5 of this section:
(1) The resulting bank or trust company and all its stockholders,directors, officers and employees shall have the same powers and privilegesand be subject to the same duties and liabilities in all respects as in thecase of such institution originally organizing as a bank or trust companyunder the laws of this state;
(2) All the rights, franchises and interests of the convertingout-of-state bank in and to every category of property, including real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to, and vested in, the resulting bank or trust companywithout any deed or other transfer; and
(3) 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 interest, 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 out-of-state bank at the time of its conversion into theresulting bank or trust company.
7. A bank or trust company organized under the laws of this statemay, with the approval of the director of the division of finance, relocateits main banking house up to thirty miles away to a location in anotherstate and convert its charter to a charter issued by such other state.When it has done so, and to the extent provided by the laws of such state,the resulting bank or trust company by virtue of the conversion and withoutany order of any court or otherwise, shall hold and enjoy the same and allrights of property and interests including, but not by way of limitation,appointments, designations and nominations and all other rights andinterests, 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 interest were held or enjoyed bythe converting bank or trust company at the time of its conversion into theout-of-state bank or trust company.
Requirements for foreign bank to relocate in Missouri--application,contents--approval, effect--certificate, filing required--relocationof domestic bank, conversion of charter.
362.464. 1. No out-of-state bank shall be permitted to relocate itsmain banking house to Missouri, except in accordance with sections 362.462to 362.464.
2. The board of directors of the out-of-state bank shall file anapplication with the director of the division of finance, on a form to beprescribed by the director, seeking approval of its relocation to thisstate. The application shall contain a certification that the relocationhas been approved by at least a majority of the shareholders of theout-of-state bank.
3. The application shall contain articles of agreement executed asprovided for other individuals seeking to incorporate a bank or trustcompany pursuant to this chapter, except that the articles of agreement:
(1) May provide that instead of the capital stock having actuallybeen paid up in money the capital stock is to be paid up in assets of theout-of-state bank, the net value of which is equal to at least the fullamount of the capital stock of the proposed resulting bank or trustcompany;
(2) Shall provide that the proposed resulting bank or trust companyis, and shall be considered, the same business and corporate entity as, anda continuation of the corporate entity and identity of, the convertingout-of-state bank although as to rights, powers and duties, the proposedresulting institution is a bank or trust company incorporated under thelaws of the state of Missouri; and
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed bank or trust company.
4. If the director of the division of finance, as the result of anexamination and investigation made by the director, the director'sdeputies, or the director's examiners, is satisfied that such assets are ofsuch value and that the character, responsibility and general fitness ofthe persons named in the articles of agreement are such as to commandconfidence and warrant belief that the business of the proposed bank ortrust company will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to banks or trustcompanies, as the case may be, the director shall grant the charter andapprove the relocation. If the director takes exception as to either orboth matters, the director shall give notice of such exception to themajority of the board of directors of the converting out-of-state bank whoshall have the same right of appeal as is provided by the laws of thisstate in the case of the proposed incorporators of a new bank or trustcompany.
5. Upon the approval of the relocation and conversion, the directorof the division of finance shall execute and deliver to the bank or trustcompany the director's certificate stating that the bank or trust companynamed in the certificate has been duly organized and is the institutionresulting from the conversion of the out-of-state bank into the resultingbank or trust company, and that the resulting bank or trust company is, andshall be considered, the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingout-of-state bank. A certified copy of the certificate shall be filed inthe public records of the division of finance and the certificate so filedor certified by copies of the certificate shall be taken in all the courtsof this state as evidence of the conversion of the out-of-state bank intothe resulting bank or trust company and that the resulting bank or trustcompany is the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting out-of-state bank.
6. When the director of the division of finance has given thedirector's certificate as provided in subsection 5 of this section:
(1) The resulting bank or trust company and all its stockholders,directors, officers and employees shall have the same powers and privilegesand be subject to the same duties and liabilities in all respects as in thecase of such institution originally organizing as a bank or trust companyunder the laws of this state;
(2) All the rights, franchises and interests of the convertingout-of-state bank in and to every category of property, including real,personal and mixed, and choses in action thereto belonging shall be deemedto be transferred to, and vested in, the resulting bank or trust companywithout any deed or other transfer; and
(3) 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 interest, 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 out-of-state bank at the time of its conversion into theresulting bank or trust company.
7. A bank or trust company organized under the laws of this statemay, with the approval of the director of the division of finance, relocateits main banking house up to thirty miles away to a location in anotherstate and convert its charter to a charter issued by such other state.When it has done so, and to the extent provided by the laws of such state,the resulting bank or trust company by virtue of the conversion and withoutany order of any court or otherwise, shall hold and enjoy the same and allrights of property and interests including, but not by way of limitation,appointments, designations and nominations and all other rights andinterests, 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 interest were held or enjoyed bythe converting bank or trust company at the time of its conversion into theout-of-state bank or trust company.
