2010 California Code
Financial Code
Article 3. Other General Provisions

4820.  For purposes of this division, a national banking association
or federal savings association is deemed to be a corporation.



4820.5.  For purposes of this division, depository corporations are
divided into the following classes:
   (a) Banks.
   (b) Savings associations.
   (c) Industrial loan companies.



4821.  The provisions of the General Corporation Law (Division 1
(commencing with Section 100) of Title 1 of the Corporations Code)
shall apply to any transaction which is subject to this division.
However, whenever any provision of this division or of any regulation
or order issued under this division is inconsistent with any
provision of the General Corporation Law, the provision of this
division or of the regulation or order shall apply and the provision
of the General Corporation Law shall not apply.



4821.5.  Any certificate of authority, license, or other
authorization issued under subdivision (b) of Section 4858,
subdivision (b) of Section 4877.13, subdivision (b) of Section 4888,
subdivision (b) of Section 4928, or Section 4948 or 4949 is deemed to
have been issued under the provisions of Division 1 (commencing with
Section 99) or Division 2 (commencing with Section 5000) that would
otherwise apply to the issuance of the certificate of authority,
license, or other authorization.



4822.  (a) References in this division to the voting of the shares
of a California state depository corporation shall be construed in
accordance with Section 111 of the Corporations Code.
   (b) If the articles of a California state depository corporation
provide for more or less than one vote for any share on any matter
that is subject to this division, the references in Sections 123 and
124 (which are made applicable to this division by Section 4805) to a
majority or other proportion of shares mean, as to the matter, a
majority or other proportion of the votes entitled to be cast.
   (c) Whenever shares of a California state depository corporation
are disqualified under any applicable law from voting on any matter
that is subject to this division, the shares shall not be considered
outstanding for the determination of a quorum at any meeting to act
upon, or the required vote to approve action upon, the matter.



4823.  References in this division to shareholders' equity mean
shareholders' equity determined in accordance with generally accepted
accounting principles, subject (a) in the case of California state
banks or California industrial loan companies, to the provisions of
Section 118, and (b) in the case of California state savings
associations, to the provisions of Division 2 (commencing with
Section 5000).



4824.  In determining for purposes of this division whether the
shareholders' equity of a California state depository corporation
will be adequate:
   (a) In case the corporation is, or is to convert into, a
California state bank, the commissioner shall consider the factors
specified in Section 660.
   (b) In case the corporation is, or is to convert into, a
California state savings association or a California industrial loan
company, the commissioner shall consider factors equivalent to those
specified in Section 660.



4825.  A California state depository corporation may merge with a
corporation or other business entity that is not a depository
corporation if the California state depository corporation is the
surviving corporation of that merger. The merger of a corporation or
other business entity with and into a California state depository
corporation shall be effected in accordance with Division 1
(commencing with Section 100) of the Corporations Code.



4826.  Notwithstanding any other provision of law, no savings
association or industrial loan company may convert into a bank if the
ownership of the savings association or industrial loan company is
such that the establishment or acquisition of control of a new state
bank or national banking association by the same ownership would not
be permitted by Section 3(d) of the Bank Holding Company Act of 1956
(12 U.S.C. Sec. 1842 (d)).



4826.5.  Notwithstanding any other provision of this division:
   (a) The provisions of Chapter 22 (commencing with Section 3800) of
Division 1 apply to any transaction which is subject to this
division. Whenever any provision of Chapter 22 (commencing with
Section 3800) of Division 1 or of any regulation or order issued
under Chapter 22 (commencing with Section 3800) of Division 1 is
inconsistent with any provision of this division or of any regulation
or order issued under this division, the provision of Chapter 22
(commencing with Section 3800) of Division 1 or of the regulation or
order issued under Chapter 22 (commencing with Section 3800) of
Division 1 applies, and the provision or this division or of the
regulation or order issued under this division does not apply.
   (b) Nothing in this division authorizes any sale or merger in a
case where the purchasing or surviving depository corporation is a
foreign depository corporation if the sale or merger is prohibited by
Chapter 22 (commencing with Section 3800) of Division 1.
   (c) Nothing in this division constitutes an election by this state
under federal law to prohibit or permit interstate sales or mergers
between banks or industrial loan companies.



4827.  Except as expressly provided otherwise in this division:
   (a) (1) No sale of a whole business unit (as defined in Section
4840) or merger in which the selling or disappearing depository
corporation is a California state savings association, in which the
purchasing or surviving depository corporation is a California state
bank, a California industrial loan company, or a California
state-licensed foreign (other nation) bank, and which may be effected
with the approval of the commissioner pursuant to this division is
prohibited or restricted by any provision of Division 2 (commencing
with Section 5000) or requires any approval, consent, or other
authorization of the commissioner pursuant to Division 2 (commencing
with Section 5000).
   (2) No conversion in which the converting depository corporation
is a California state savings association in which the resulting
depository corporation is a California state bank or a California
industrial loan company, and which may be effected with the approval
of the commissioner pursuant to this division is prohibited or
restricted by any provision of Division 2 (commencing with Section
5000) or requires any approval, consent, or other authorization of
the commissioner pursuant to Division 2 (commencing with Section
5000).
   (b) (1) No sale of a whole business unit (as defined in Section
4840) or merger in which the selling or disappearing depository
corporation is a California state bank, a California state-licensed
foreign (other nation) bank, or a California industrial loan company,
in which the purchasing or surviving depository corporation is a
California state savings association, and which may be effected with
the approval of the commissioner pursuant to this division is
prohibited or restricted by any provision of Division 1 (commencing
with Section 99), except the provisions of Chapter 22 (commencing
with Section 3800) of Division 1, or requires any approval, consent,
or other authorization of the commissioner pursuant to Division 1,
except as may be required under the provisions of Chapter 22
(commencing with Section 3800) of Division 1.
   (2) No conversion in which the converting depository corporation
is a California state bank or a California industrial loan company,
in which the resulting depository corporation is a California state
savings association, and which may be effected with the approval of
the commissioner pursuant to this division is prohibited or
restricted by any provision of Division 1 (commencing with Section
99), except the provisions of Chapter 22 (commencing with Section
3800) of Division 1, or requires any approval, consent, or other
authorization of the commissioner pursuant to Division 1, except as
may be required under the provisions of Chapter 22 (commencing with
Section 3800) of Division 1.



4827.3.  Except as otherwise provided in paragraph (2) of
subdivision (a) of Section 4827.7 in the case of a California
state-licensed foreign (other nation) bank or in federal law in the
case of a federally licensed foreign (other nation) bank, nothing in
this division except subdivision (c) of Section 4879.02 authorizes
any sale or merger in a case where the purchasing or surviving
corporation is a foreign (other nation) bank unless the foreign
(other nation) bank is at the effective time of the sale or merger
licensed under Article 3 (commencing with Section 1750) of Chapter
13.5 of Division 1 or authorized under federal law to transact in
this state the business to be acquired in the sale or merger.



4827.7.  (a) (1) Except as otherwise provided in paragraph (2):
   (A) No California state depository corporation may, as the selling
or disappearing depository corporation, make a sale or merger
pursuant to this division in which it would transfer to a California
state-licensed or federally licensed foreign (other nation) bank any
deposit or fiduciary account that the foreign bank is not authorized
to accept.
   (B) No California state-licensed foreign (other nation) bank may,
as the purchasing or surviving depository corporation, make a sale or
merger pursuant to this division in which it would acquire any
deposit or fiduciary account that it is not authorized to accept.
   (2) Notwithstanding paragraph (1) and Section 1755, a California
state depository corporation may, as the selling or disappearing
depository corporation, make a sale or merger pursuant to this
division in which it transfers to a California state-licensed or
federally licensed foreign (other nation) bank deposits or fiduciary
accounts that the foreign bank is not authorized to accept, and a
California state-licensed foreign (other nation) bank may, as the
purchasing or surviving depository corporation, make a sale or merger
pursuant to this division in which it acquires deposits or fiduciary
accounts that it is not authorized to accept, if, concurrently with
the effective time of the sale or merger, the foreign bank, pursuant
to Article 5 (commencing with Section 4879.01) of Chapter 3 or other
applicable law, sells all those deposits and fiduciary accounts to a
depository corporation that is authorized to accept them.
   (b) (1) Except as otherwise provided in paragraph (2):
   (A) No California state bank or industrial loan company may, as
the selling, disappearing, or converting depository corporation, make
a sale, merger, or conversion pursuant to this division in which it
would transfer to a savings association any deposit or fiduciary
account that the savings association is not authorized to accept.
   (B) No California state savings association may, as the
purchasing, surviving, or resulting depository corporation, make a
sale, merger, or conversion pursuant to this division in which it
would acquire any deposit or fiduciary account that it is not
authorized to accept.
   (2) Notwithstanding paragraph (1) and Division 2 (commencing with
Section 5000), a California state bank or industrial loan company
may, as the selling, disappearing, or converting depository
corporation, make a sale, merger, or conversion pursuant to this
division in which it transfers to a savings association deposits or
fiduciary accounts that the savings association is not authorized to
accept, and a California state savings association may, as the
purchasing, surviving, or resulting depository corporation, make a
sale, merger, or conversion pursuant to this division in which it
acquires deposits or fiduciary accounts that it is not authorized to
accept, if, concurrently with the effective time of the sale, merger,
or conversion, the savings association, pursuant to Article 5
(commencing with Section 4879.01) of Chapter 3 or other applicable
law, sells all those deposits and fiduciary accounts to a depository
corporation that is authorized to accept them.
   (c) (1) Except as otherwise provided in paragraph (2):
   (A) No California state bank or savings association may, as the
selling, disappearing, or converting depository corporation, make a
sale, merger, or conversion pursuant to this division in which it
would transfer to an industrial loan company any deposit or fiduciary
account that the industrial loan company is not authorized to
accept.
   (B) No California industrial loan company may, as the purchasing,
surviving, or resulting depository corporation, make a sale, merger,
or conversion pursuant to this division in which it would acquire any
deposit or fiduciary account that it is not authorized to accept.
   (2) Notwithstanding paragraph (1) and Division 1 (commencing with
Section 99), a California state bank or savings and loan association
may, as the selling, disappearing, or converting depository
corporation, make a sale, merger, or conversion pursuant to this
division in which it transfers to an industrial loan company deposits
or fiduciary accounts that the industrial loan company is not
authorized to accept, and a California industrial loan company may,
as the purchasing, surviving, or resulting depository corporation,
make a sale, merger, or conversion pursuant to this division in which
it acquires deposits or fiduciary accounts that it is not authorized
to accept, if, concurrently with the effective time of the sale,
merger, or conversion, the industrial loan company, pursuant to
Article 5 (commencing with Section 4879.01) of Chapter 3 or other
applicable law, sells all those deposit accounts and fiduciary
accounts to a depository corporation that is authorized to accept
them.


4828.  Subject to the provisions of Sections 4827.3 and 4827.7 but
notwithstanding any other provision of law:
   (a) (1) If, as a result of any sale, merger, or conversion
effected pursuant to the provisions of this division, a California
state bank acquires any asset or liability, or becomes engaged in any
activity, which was permitted to the selling, disappearing, or
converting depository corporation but which is prohibited to
California state banks, the commissioner may permit the California
state bank a reasonable period of time, not to exceed 12 months,
within which to divest itself of the asset, liability, or activity or
to conform it to law. On a case-by-case basis, the commissioner may
permit the California state bank a reasonable period of time in
excess of 12 months if the commissioner finds that the bank cannot
reasonably accomplish the divestment or conformity within the
12-month period.
   (2) If, as a result of any sale or merger effected pursuant to the
provisions of this division, a California state-licensed foreign
(other nation) bank acquires any asset or liability, or becomes
engaged in any activity, which was permitted to the selling or
disappearing depository corporation but which is prohibited to
California state-licensed foreign (other nation) banks, the
commissioner may permit the California state-licensed foreign (other
nation) bank a reasonable period of time, not to exceed 12 months,
within which to divest itself of the asset, liability, or activity or
to conform it to law. On a case-by-case basis, the commissioner may
permit the California state-licensed foreign (other nation) bank a
reasonable period of time in excess of 12 months if the commissioner
finds that the bank cannot reasonably accomplish the divestment or
conformity within the 12-month period.
   (b) If, as a result of a sale, merger, or conversion effected
pursuant to the provisions of this division, a California state
savings association acquires any asset or liability, or becomes
engaged in any activity, which was permitted to the selling,
disappearing, or converting depository corporation but which is
prohibited to California state savings associations, the commissioner
may permit the California state savings association a reasonable
period of time, not to exceed 12 months, within which to divest
itself of the asset, liability, or activity or to conform it to law.
On a case-by-case basis, the commissioner may permit the California
state savings association a reasonable period of time in excess of 12
months if the commissioner finds that the savings association cannot
reasonably accomplish the divestment or conformity within the
12-month period.
   (c) If, as a result of a sale, merger, or conversion effected
pursuant to the provisions of this division, a California industrial
loan company acquires any asset or liability, or becomes engaged in
any activity, which was permitted to the selling, disappearing, or
converting depository corporation but which is prohibited to
California industrial loan companies, the commissioner may permit the
California industrial loan company a reasonable period of time, not
to exceed 12 months, within which to divest itself of the asset,
liability, or activity or to conform it to law. On a case-by-case
basis, the commissioner may permit the California industrial loan
company a reasonable period of time in excess of 12 months if the
commissioner finds that the industrial loan company cannot reasonably
accomplish the divestment or conformity within the 12-month period.



4828.3.  A California state bank or an industrial loan company may,
with the approval of the commissioner and its board and, if the
transaction constitutes a reorganization as defined in Section 181 of
the Corporations Code, subject to the provisions of Chapter 12
(commencing with Section 1200) of Division 1 of Title 1 of the
Corporations Code, acquire in a single transaction all (except
directors' qualifying shares, if any) of the outstanding shares of
another depository corporation in accordance with a plan that
provides either of the following:
   (a) That the other depository corporation shall (1) immediately
sell its whole business unit (as defined in Section 4840) to the
California state bank or industrial loan company and (2) shall
thereafter wind up and dissolve or, if the other depository
corporation is a California state bank or an industrial loan company
and if the commissioner so approves, change into a nonbank
corporation by amending its articles and changing its name.
   (b) That the other depository corporation shall immediately merge
into the California state bank or industrial loan company.




4828.7.  (a) The definitions in Section 4840 apply to this section.
   (b) In case a California state-licensed foreign (other nation)
bank sells all or substantially all of its business in this state to
another California state-licensed or federally licensed foreign
(other nation) bank as part of the sale of a larger partial business
unit or the whole business unit of the seller:
   (1) No provision of Chapter 3 (commencing with Section 4840)
applies except as follows:
   (A) If the sale is of a partial business unit of the seller,
Section 4879.14 applies with respect to the part of the seller's
business in this state that is sold as if the sale were a sale of the
type defined in Section 4879.01.
   (B) If the sale is of the whole business unit of the seller,
Section 4859 applies with respect to the seller's business in this
state as if the sale were a sale of the type defined in Section 4845.
   (2) Promptly after the sale becomes effective, the seller shall:
   (A) Surrender to the commissioner for cancellation the licenses
issued to it by the commissioner for its business in this state.
   (B) File with the commissioner any report regarding the sale that
the commissioner may require.
   (c) In case a California state-licensed foreign (other nation)
bank merges into another California state-licensed or federally
licensed foreign (other nation) bank:
   (1) No provision of Chapter 4 (commencing with Section 4880)
applies except that the merger has the same effect with respect to
the disappearing bank's business in this state as provided in Section
1107 of the Corporations Code and Section 4889 in the case of a
merger of the type defined in Section 4880.
   (2) Promptly after the merger becomes effective, the surviving
bank shall:
   (A) Surrender to the commissioner for cancellation the licenses
issued to the disappearing bank by the commissioner for its business
in this state.
   (B) File with the commissioner any report regarding the merger
that the commissioner may require.