Missouri Revised Statutes













Chapter 362

Banks and Trust Companies

←362.231

Section 362.235.1

362.240→

August 28, 2015

National bank may become state bank or trust company--procedure, effect.

362.235. 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.



(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







Top



Missouri General Assembly



Copyright © Missouri Legislature, all rights reserved.