Effective - 28 Aug 2000
362.235. National bank may become state bank or trust company — procedure, effect. — 1. Any national banking association incorporated under the laws of the United States having its place of business in this state may be converted into a bank or trust company under the laws of the state of Missouri and to be located in the city or town in which the converting national banking association is located, or alone, or with one or more other national banking associations, may be consolidated or merged with one or more banks or trust companies incorporated under the laws of this state under the charter of a bank or trust company incorporated under the laws of this state, upon compliance with the laws of the United States in such cases made and provided and upon obtaining the approval of the director of finance of the state of Missouri. The name of the resulting bank or trust company in the case of conversion may be the name of the converting national banking association, and in the case of consolidation or merger may 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 be the same as or deceptively similar to the name of any bank or trust company incorporated under the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.
2. Upon a majority of the board of directors of the national banking association certifying to the director of finance that the laws of the United States relating to the approval of stockholders (and to the approval of the Comptroller of the Currency whenever his or her approval is required) have been complied with, the majority of the board shall have full power and authority to complete the conversion, consolidation or merger on the part of the national banking association, provided that the rights of the dissenting shareholders of the national banking association shall be determined pursuant to the laws of the United States.
3. (1) In the case of conversion the majority of the board of directors of the national banking association shall proceed as is provided by law for other individuals in incorporating a bank or trust company under the laws of this state except that the articles of agreement:
(a) May provide that instead of the capital stock having actually been paid up in money it is to be paid up in assets of the converting national banking association, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company which capital stock shall not be less than that required by law for a bank or trust company, as the case may be, to be located in the particular city or town in which the converting national banking association is located;
(b) Shall provide that the proposed resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association although as to rights, powers and duties the proposed resulting institution is a bank or trust company incorporated under the laws of the state of Missouri; and
(c) Shall set out the names and addresses of all persons who are to be officers of the proposed bank or trust company.
(2) If the director of finance, as the result of an examination and investigation made by him or her, his or her deputies or his or her examiners, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to banks or trust companies, as the case may be, he or she shall grant the charter. If he or she is not satisfied as to either or both matters, he or she shall forthwith give notice thereof to the majority of the board of directors of the converting national banking association who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new bank or trust company.
(3) Upon the approval of the particular conversion being granted the director of finance shall execute and deliver to the majority of the board of directors of the converting national banking association his or her certificate setting forth that the bank or trust company therein named has been duly organized and is the institution resulting from the conversion of the national banking association into the resulting bank or trust company, and that the resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association. One certified copy of the certificate shall be filed in the public records of the division of finance and the certificate so filed, or certified copies thereof, shall be taken in all the courts of this state as evidence of the conversion of the national banking association into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association.
(4) When the director of finance has given his or her certificate as aforesaid:
(a) The resulting bank or trust company and all its stockholders, directors, officers, and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as in the case of such an institution had it originally organized as a bank or trust company under the laws of this state;
(b) All the rights, franchises, and interests of the converting national banking association in and to every species of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vest in the resulting bank or trust company without any deed or other transfer; and
(c) The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not by way of limitation, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting national banking association at the time of its conversion into the resulting bank or trust company.
4. In the case of consolidation or merger the same shall be consummated by each national banking association complying with the laws of the United States thereto relating, and also by each national banking association and each bank or trust company complying with the provisions of the laws of this state relating to the consolidation or merger of trust companies, except that it shall not be necessary for a national banking association to obtain the consent of its shareholders in the manner provided by the law of this state, and except that where the resulting institution is a bank rather than a trust company the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks. The rights of dissenting shareholders of each national banking association shall be determined pursuant to the laws of the United States and the rights of the dissenting shareholders of each bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of trust companies. In the case of the consolidation or merger the resulting bank or trust company shall be and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each national banking association and each bank or trust company which is a party to the consolidation or merger, and all and singular the provisions of sections 362.610 to 362.810 shall apply in the case of any such consolidation or merger even though one or more of the parties is a national banking association or a bank as compared with a trust company and as though each party to the consolidation or merger were a trust company incorporated under the laws of the state of Missouri.
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(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)
Prior revisions: 1929 §§ 5352, 5419; 1919 §§ 11735, 11797