Missouri Revised Statutes













Chapter 362

Banks and Trust Companies

←362.463

Section 362.464.1

362.465→

August 28, 2015

Requirements for foreign bank to relocate in Missouri--application, contents--approval, effect--certificate, filing required--relocation of domestic bank, conversion of charter.

362.464. 1. No out-of-state bank shall be permitted to relocate its main

banking house to Missouri, except in accordance with sections 362.462 to

362.464.



2. The board of directors of the out-of-state bank shall file an

application with the director of the division of finance, on a form to be

prescribed by the director, seeking approval of its relocation to this state.

The application shall contain a certification that the relocation has been

approved by at least a majority of the shareholders of the out-of-state bank.



3. The application shall contain articles of agreement executed as

provided for other individuals seeking to incorporate a bank or trust company

pursuant to this chapter, except that the articles of agreement:



(1) May provide that instead of the capital stock having actually been

paid up in money the capital stock is to be paid up in assets of the

out-of-state bank, 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;



(2) 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

out-of-state bank 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



(3) Shall set out the names and addresses of all persons who are to be

officers of the proposed bank or trust company.



4. If the director of the division of finance, as the result of an

examination and investigation made by the director, the director's deputies,

or the director's 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 bank or trust company 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, the director shall grant the charter and approve the relocation. If

the director takes exception as to either or both matters, the director shall

give notice of such exception to the majority of the board of directors of the

converting out-of-state bank 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.



5. Upon the approval of the relocation and conversion, the director of

the division of finance shall execute and deliver to the bank or trust

company the director's certificate stating that the bank or trust company

named in the certificate has been duly organized and is the institution

resulting from the conversion of the out-of-state bank 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

out-of-state bank. A certified copy of the certificate shall be filed in the

public records of the division of finance and the certificate so filed or

certified by copies of the certificate shall be taken in all the courts of

this state as evidence of the conversion of the out-of-state bank 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 out-of-state bank.



6. When the director of the division of finance has given the director'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 privileges

and be subject to the same duties and liabilities in all respects as in the

case of such institution originally organizing as a bank or trust company

under the laws of this state;



(2) All the rights, franchises and interests of the converting

out-of-state bank in and to every category of property, including real,

personal and mixed, and choses in action thereto belonging shall be deemed to

be transferred to, and vested in, the resulting bank or trust company without

any deed or other transfer; and



(3) 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 interest,

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

out-of-state bank at the time of its conversion into the resulting bank or

trust company.



7. A bank or trust company organized under the laws of this state may,

with the approval of the director of the division of finance, relocate its

main banking house up to thirty miles away to a location in another state 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 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 interest were held or enjoyed by the converting bank or trust

company at the time of its conversion into the out-of-state bank or trust

company.



(L. 1995 H.B. 63, et al. § 9, A.L. 2000 S.B. 896)







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