Missouri Revised Statutes













Chapter 362

Banks and Trust Companies

←362.330

Section 362.331.1

362.332→

August 28, 2015

Transfer of certain fiduciary capacities between affiliated banks and trust 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 voting stock

of which is owned or otherwise controlled by a corporation which also owns at

least eighty percent of the voting stock of or otherwise controls the bank or

trust company;



(2) "Bank", any bank organized under the provisions of this chapter which

is duly authorized to exercise trust powers, and any national bank which is

authorized to exercise such powers under the laws of the United States and

which has its principal place of business in Missouri, including a national

bank whose operations are limited to providing trust and other fiduciary

services and related activities;



(3) "Fiduciary capacity", any capacity resulting from an appointment,

designation or undertaking to act alone or jointly with others primarily for

the benefit of others in matters connected with such appointment, designation

or undertaking and includes, but is not limited to, acting as a trustee,

including trustee of a common trust fund; executor; administrator; personal

representative; registrar or transfer agent with respect to stocks, bonds or

other 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

the investment of money; attorney-in-fact; or any other similar capacity.

The term "fiduciary capacity" includes all appointments and designations to

any such capacity upon the death of a person serving in such capacity or upon

the happening of any other future event;



(4) "Trust company", any trust company or bank organized under the laws

of this state which is duly authorized to exercise trust powers.



2. Notwithstanding any other provision of law to the contrary, a bank or

trust company may transfer by assignment to an affiliated entity any or all

of the fiduciary capacities of such bank or trust company, without any order

of or other action by any court or any consent or other approval of any

interested person, except as provided in subsection 5 of this section, upon

the prior approval of the director of finance and provided that such bank or

trust company complies with the provisions of this section. The assignment

may designate all fiduciary capacities, a general class or classes of

fiduciary capacities, or specified individual accounts or other particularly

identified fiduciary capacities.



3. The bank or trust company, together with the affiliated entity, shall

file an application for approval of the transfer of fiduciary capacities with

the director of finance together with such other information as the director

of finance may deem necessary. Before the director of finance issues an order

approving the transfer of fiduciary capacities, the bank or trust company

shall also file proof in a form satisfactory to the director of finance that

the bank or trust company has given written notice, including a summary of

the provisions of subsection 5 of this section relating to objections to the

transfer of the fiduciary accounts, of the proposed transfer by certified

mail, 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 or

existing grantors under each affected trust or other fiduciary account or, if

there is no such known living or existing grantor, to each living or existing

beneficiary thereof known to it to have received any distribution transmitted

by the bank or trust company with respect to such fiduciary account in the

calendar year of the giving of such notice or the immediately preceding

calendar year. If any living or existing grantor or any such beneficiary

delivers to the bank or trust company any communication regarding the

proposed transfer, the bank or trust company shall furnish the director of

finance with a copy of such communication together with any accompanying

documents. If the director of finance shall determine that the affiliated

entity has the authority to act in such fiduciary capacities and is qualified

to do so and that the transfer of such fiduciary capacities to the affected

entity will not materially adversely affect the administration of the

fiduciary accounts, he shall issue an order approving such transfer of

fiduciary capacities.



4. After the director of finance issues an order approving the transfer

of fiduciary capacities, the bank or trust company shall publish a notice of

the transfer of fiduciary capacities pursuant to this section in a newspaper

of general circulation in the county or city in which its main banking house

or principal place of business, respectively, is located. Upon the sixtieth

day after the date of such publication, the transfer by assignment of

fiduciary capacities shall be effective except with respect to any such

fiduciary capacities which are then the subject of notice of objection

pursuant to subsection 5 of this section.



5. Within sixty days after the publication of notice of the approval by

the director of finance of the transfer of fiduciary capacities pursuant to

subsection 4 of this section, any person who was entitled to receive a

written notice pursuant to subsection 3 of this section may give written

notice to the bank or trust company objecting to the transfer of the

fiduciary account in which such person has an interest, and the bank or trust

company shall petition the circuit court of the county or city in which the

notice was published to determine whether the transfer of the fiduciary

capacity to the affiliated entity will materially adversely affect the

administration of such fiduciary account. After notice to all interested

parties and a hearing on the issues, the circuit court may appoint a new

fiduciary to succeed the bank or trust company if it finds that the transfer

of the fiduciary capacity to the affiliated entity will materially adversely

affect the administration of the fiduciary account and that the appointment of

a new fiduciary is in the best interests of the beneficiaries of such

fiduciary account and, if the court does not so find, it shall direct the

bank or trust company to transfer by assignment such fiduciary capacity to

the affiliated entity.



6. Each appointment or other designation to a fiduciary capacity of a

bank or trust company in a trust, will or other instrument executed after the

effective date of any transfer by such bank or trust company pursuant to this

section of all fiduciary capacities or a general class of fiduciary

capacities in which such appointment or other designation is included shall be

deemed an appointment or other designation of the affiliated entity

substituted for such bank or trust company, except where the trust, will or

other instrument by which such appointment or other designation is made

expressly negates the provisions of this section.



7. On the effective date of the transfer of fiduciary capacities

pursuant to this section, the transferring bank or trust company shall be

released from all transferred fiduciary duties and shall cease to act in all

such transferred fiduciary capacities, except that such transferring bank or

trust company shall not be relieved of any liabilities arising out of a

breach of fiduciary duty occurring prior to such effective date. The

transferring bank or trust company shall file an itemized accounting of any

assets and liabilities in each transferred fiduciary account with the

successor fiduciary upon the effective date of the transfer. The failure by

the bank or trust company to give any notice required by subsection 3 hereof

with respect to any fiduciary account shall not affect the validity of the

transfer of fiduciary capacities pursuant to this section with respect to any

other fiduciary account.



(L. 1989 S.B. 22)



CROSS REFERENCE:



Transfer of fiduciary obligations by bank or trust company, procedure,

362.332







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