Effective - 28 Aug 2000
362.464. Requirements for foreign bank to relocate in Missouri — application, contents — approval, effect — certificate, filing required — relocation of domestic bank, conversion of charter. — 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)
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.