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
Structure Missouri Revised Statutes
Title XXIV - Business and Financial Institutions
Chapter 362 - Banks and Trust Companies
Section 362.010 - Definitions.
Section 362.015 - No private banks shall be established — who may incorporate — when.
Section 362.020 - Articles of agreement — contents.
Section 362.025 - Articles of agreement to be filed.
Section 362.030 - Director to examine as to character and capital.
Section 362.035 - Certificate of incorporation — issuance — to be filed.
Section 362.040 - Notice of refusal of certificate — appeal.
Section 362.042 - Restated articles of incorporation may be amended at time of restatement, manner.
Section 362.044 - Stockholders' meetings — notice — business by proxy, cancellation of meetings.
Section 362.046 - Bylaws, who may make, amend or repeal.
Section 362.048 - Emergency bylaws — when.
Section 362.050 - Cash capital required.
Section 362.055 - Capital stock — par value.
Section 362.060 - Change of par value — notice of meeting — when change effective.
Section 362.063 - Power to close transfer books.
Section 362.067 - Stock option plan for officers and employees — increase in shares — consideration.
Section 362.070 - Compensation for organizing bank or trust company prohibited — penalty.
Section 362.075 - Issuance and sale of preferred stock shares — subject to director's approval.
Section 362.080 - Stockholders may authorize issuance and sale, when — manner.
Section 362.090 - Par value of preferred stock issued and offered for sale.
Section 362.105 - Powers and authority of banks and trust companies.
Section 362.106 - Additional powers.
Section 362.107 - Branch banking allowed, requirements — director of finance to approve, appeals.
Section 362.109 - Restrictions on orders and ordinances of political subdivisions.
Section 362.111 - Fees and service charges permitted, when, conditions.
Section 362.112 - Bank or trust company may act as custodian, when.
Section 362.117 - State bank may become trust company — procedure.
Section 362.118 - Trust company may become state bank — procedure.
Section 362.119 - Investment in trust companies by bank, limitations — definitions.
Section 362.120 - Capital notes may be issued and sold by banks and trust companies.
Section 362.130 - Extension of time for retirement of capital notes.
Section 362.135 - Liquidation of assets — funds held in trust.
Section 362.140 - Branch offices in foreign countries — how established — amount to be invested.
Section 362.145 - Content of application — director may approve or reject — examination of branches.
Section 362.150 - Director may investigate branches — require banks to dispose of holdings.
Section 362.155 - Accounts of branches to be kept separately.
Section 362.165 - Restrictions on taking and holding real estate.
Section 362.169 - Population defined for legal loan limit.
Section 362.171 - Bank officer making excessive loan — penalty.
Section 362.172 - Investment in stock of banks or bank holding companies — limitations.
Section 362.173 - Investments in small business investment companies.
Section 362.180 - Who may make Federal Housing Act loans.
Section 362.185 - Financial institutions may invest securities under Federal Housing Act.
Section 362.190 - May be used as security.
Section 362.195 - Applicability of sections 362.180 to 362.195.
Section 362.200 - Money not to be employed in trade or commerce.
Section 362.205 - Account books, requirements — property, how carried.
Section 362.207 - Securities held in name of nominee.
Section 362.220 - Agreements to pay time deposit before maturity prohibited — penalty.
Section 362.222 - Checks to be paid at par — exceptions — penalty.
Section 362.225 - Reserve depositaries.
Section 362.230 - No new loans until depleted reserves are restored.
Section 362.231 - Reserve requirements, federal regulation to take precedence, when.
Section 362.235 - National bank may become state bank or trust company — procedure, effect.
Section 362.240 - Change from state to national bank.
Section 362.250 - Oath of directors to be subscribed and certified — retained by board — penalty.
Section 362.253 - Two or more directors to constitute an executive committee — when.
Section 362.255 - Tenure of office of directors.
Section 362.260 - Vacancies in board of directors.
Section 362.265 - Change of number of directors.
Section 362.270 - Organizational meeting of directors.
Section 362.290 - Communications from director shall be submitted to directors and noted in minutes.
Section 362.295 - Reports to director — publication — penalty.
Section 362.310 - Surplus fund — composition — purposes.
Section 362.325 - Charter amended — procedure — notice — duty of director — appeal.
Section 362.330 - Bank may sell whole or any part of its assets or business — procedure.
Section 362.336 - Fraudulent checks and drafts issued by bank or agent — penalty.
Section 362.337 - Bank officer concealing loans, misdemeanor — penalty.
Section 362.340 - Employees to give bond — insurance — publication of minimum levels of coverages.
Section 362.345 - Penalties for receiving deposits when insolvent.
Section 362.350 - Officers, how sued — evidence of knowledge.
Section 362.355 - Administrators of deceased officers liable.
Section 362.360 - Interpleader in certain actions — funds may remain in bank — costs.
Section 362.385 - Rate of interest.
Section 362.405 - Assessments by director of finance paid to director of revenue.
Section 362.410 - Preservation of books and records.
Section 362.415 - Prohibitions against encroachments upon certain powers of banks.
Section 362.420 - Prohibition of banking business.
Section 362.421 - Advertising as bankers, prohibited, when — penalty.
Section 362.425 - Use of sign or words indicating bank by unauthorized persons prohibited.
Section 362.435 - Foreign banking corporation may transact business in this state, when.
Section 362.440 - Licenses to foreign corporations — renewal.
Section 362.445 - Process defined — director of finance to accept service of process, when — fee.
Section 362.450 - Revocation of authorization certificate or license in certain cases.
Section 362.460 - Reports of foreign banking corporations — penalties.
Section 362.462 - Relocation of main banking house in another state.
Section 362.463 - Out-of-state bank may relocate to this state.
Section 362.465 - Deposits of minors.
Section 362.466 - Applicability of law — rights, powers, protections.
Section 362.470 - Joint deposits.
Section 362.471 - Pay-on-death accounts — form — effect — payments from.
Section 362.475 - Deposits of deceased trustee shall be paid to beneficiary.
Section 362.480 - Deposits of trustee, how paid out.
Section 362.485 - Special remedies available to banks doing a safe deposit business.
Section 362.488 - Death of lessee, duties of lessor — additional duties by contract.
Section 362.490 - Banks exempt from furnishing security for insured deposits.
Section 362.495 - When payment and withdrawals may be suspended.
Section 362.500 - Shall notify finance director of suspension — duties of commissioner.
Section 362.505 - Audit of bank by director — approval of reopening plans.
Section 362.510 - When director shall liquidate.
Section 362.515 - Special deposits — nature — use.
Section 362.520 - Banks may close, when — bank holiday, effect of.
Section 362.530 - Contributions to charitable agencies.
Section 362.560 - Trust guaranty fund.
Section 362.570 - Application of trust guaranty fund.
Section 362.575 - Personal representatives and other persons not liable as stockholders.
Section 362.580 - Common trust fund authorized.
Section 362.590 - Bond not required of banks and trust companies, when acting as fiduciaries.
Section 362.600 - Reciprocal corporate fiduciary powers — certificates of reciprocity.
Section 362.610 - Banks and trust companies may merge or consolidate.
Section 362.620 - Agreement for consolidation.
Section 362.630 - Agreement for merger.
Section 362.640 - Agreement for merger or consolidation.
Section 362.650 - Certified copies evidence.
Section 362.670 - Finance director shall certify finding within thirty days.
Section 362.680 - Agreement to be submitted to stockholders, when — exceptions, procedures.
Section 362.690 - Agreement binding, when.
Section 362.700 - Agreement for merger becomes effective, when.
Section 362.710 - Agreement for consolidation becomes effective, when.
Section 362.720 - Receiving or consolidated company shall issue new certificates for old, when.
Section 362.760 - Cost of proceedings, how taxed.
Section 362.770 - Corporate existence of old merged into new company — title to property.
Section 362.780 - New company succeeds to fiduciary relations of old.
Section 362.790 - New company liable for obligations of old.
Section 362.800 - Pending actions not to abate — substitution.
Section 362.810 - Trust and fiduciary relations of old companies continue in new.
Section 362.900 - Declaration of intent.
Section 362.910 - Definitions.
Section 362.915 - Limitation on bank holding company — total deposits, how computed.
Section 362.920 - Procedure to obtain order allowing acquisition — duty of director.
Section 362.930 - Injunctive relief, when.
Section 362.935 - Director of finance to administer — rules and orders authorized.
Section 362.940 - Disclaimer as to implied repeal of other law.
Section 362.1010 - Citation of law.
Section 362.1015 - Definitions.
Section 362.1020 - Inapplicability of certain sections, when.
Section 362.1035 - Capital account, minimum required — company's duty to maintain, requirements.
Section 362.1037 - Management authority, exclusively vested.
Section 362.1040 - Organizational instruments, requirements.
Section 362.1055 - Annual registration report, contents, filing fee.
Section 362.1060 - Permissible acts — foreign companies, exercise of trust powers.
Section 362.1065 - Commercial banking, engagement in prohibited.
Section 362.1075 - Fiduciary capacity — oath, affirmation, affidavit, or acknowledgment.
Section 362.1080 - Advertising prohibited.
Section 362.1085 - Examination and investigation of company, procedure.
Section 362.1090 - Cease and desist order — notice of charges, when, procedure.
Section 362.1100 - Order of removal — notice of charges, when, procedure.
Section 362.1110 - Principal place of business — retention of records — in camera inspection, when.
Section 362.1115 - Information exempt from sunshine law — disclosure, when — violation, penalty.