2013 Kentucky Revised Statutes CHAPTER 286 - KENTUCKY FINANCIAL SERVICES CODE Subtitle 3 - Banks and Trust Companies 3.3-172 Conditions of and procedure for conversion of national banking association to state bank or merger with state bank.
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286.3-172 Conditions of and procedure for conversion of national banking
association to state bank or merger with state bank.
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A national banking association may convert into or merge with a state bank
under a state charter, provided that the action taken complies with federal law.
In the case of each conversion, a written plan of conversion shall be submitted,
in duplicate, to the commissioner. Such plan shall be in form satisfactory to the
commissioner, shall prescribe the terms and conditions of the conversion and
the mode of carrying it into effect, and shall have annexed thereto and forming
a part thereof the proposed articles of incorporation of the state bank which is
to result from the conversion. Such articles of incorporation shall be in the form
prescribed by law for the organization of state banks, with such variations, if
any, as shall be satisfactory to the commissioner. With such plan of conversion
there shall be submitted, in duplicate, to the commissioner a certificate of the
president, secretary, or cashier of the national banking association certifying
that all steps have been taken which are necessary under federal law to the
consummation of the conversion. The commissioner shall approve or
disapprove such plan of conversion within sixty (60) days of the submission
thereof to him. In considering the approval or disapproval of the conversion
plan the commissioner shall take into account:
(a) Any pending administrative or judicial action to which the bank or any
officer or director of the bank is a party;
(b) The performance of the converting national bank for the five (5) years
preceding the application for conversion as compared to similarly situated
state-chartered banks; and
(c) The proposed name of the bank after conversion which shall not be the
same as or deceptively similar to any existing state-chartered bank.
If the commissioner shall approve such plan, he shall file one (1) duplicate
thereof, together with one (1) duplicate of such certificate submitted therewith
and the original of the approval of the commissioner, in the office of the
commissioner. After such filing in the office of the commission, the conversion
shall become effective upon the filing and recording of the articles of
incorporation as provided in KRS 286.3-050, unless a later date is specified in
the plan, in which event the conversion shall become effective upon such later
date. If the commissioner shall disapprove the conversion plan, he shall state
his reasons for such disapproval in writing to which the converting national
bank shall have the right of appeal as permitted by law.
In the case of each merger, a written plan of merger shall be submitted, in
duplicate, to the commissioner. Such plan shall be in form satisfactory to the
commissioner and shall prescribe the terms and conditions of the merger and
the mode of carrying it into effect. Such plan may provide the name to be borne
by the state bank, as receiving corporation, if such name is to be changed.
Such plan may also name the persons who shall constitute the first board of
directors of the state bank after the merger shall have been accomplished,
provided that the number and qualifications of such person shall be in
accordance with the provisions of Subtitle 3 of KRS Chapter 286 relating to the
number and qualifications of directors of a state bank; or such plan may
provide for a meeting of the stockholders to elect a board of directors within
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sixty (60) days after such merger, and may make provision for conducting the
affairs of the state bank meanwhile. With such plan of merger there shall be
submitted, in duplicate, to the commissioner the following:
(a) By the national banking association, a certificate of the president,
secretary, or cashier of such association certifying that all steps have
been taken which are necessary under federal law to the consummation
of their merger;
(b) By the state bank, a certificate of the president, secretary, or cashier
certifying that such plan of merger has been approved by the board of
directors of the state bank by a majority vote of all the members thereof,
that such plan has been submitted to the stockholders of the state bank at
a meeting thereof held; upon notice of at least fifteen (15) days, specifying
the time and place and object of such meeting and addressed to each
stockholder at the address appearing upon the books of the state bank
and published pursuant to KRS Chapter 424, and that such plan of
merger has been approved at such meeting by the vote of the
stockholders owning at least two-thirds (2/3) in amount of the stock of the
state bank.
The commissioner shall approve or disapprove such plan of merger within sixty
(60) days of such submission thereof to him. If the commissioner shall approve
such plan, he shall file one (1) duplicate thereof, together with one (1) duplicate
of each of such certificates and the original of the approval of the
commissioner, in the office of the commissioner. Upon such filing in the office
of the commissioner, the merger shall become effective, unless a later date is
specified in the plan, in which event the merger shall become effective upon
such later date.
At the time when such conversion or merger becomes effective:
(a) The resulting state bank shall be considered the same business and
corporate entity as the national banking association, although as to rights,
powers, and duties, the resulting bank is a state bank;
(b) All of the property, rights, and powers and franchises of the national
banking association shall vest in the resulting state bank and the resulting
state bank shall be subject to and deemed to have assumed all of the
debts, liabilities, obligations, and duties of the national banking
association and to have succeeded to all of its relationships, fiduciary or
otherwise, as fully and to the same extent as if such property, rights,
powers, franchises, debts, liabilities, obligations, duties, and relationships
had been originally acquired, incurred, or entered into by the resulting
state bank; provided, however, that the resulting state bank shall not,
through such conversion or merger, acquire power to engage in any
business or to exercise any right, privilege, or franchise which is not
conferred by the provisions of Subtitle 3 of KRS Chapter 286 upon such
resulting state bank;
(c) Any reference to the national banking association in any contract, will, or
document, whether executed or taking effect before or after the
conversion or merger, shall be considered a reference to the resulting
state bank if not inconsistent with the other provisions of the contract, will,
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or document;
A pending action or other judicial proceeding to which the national
banking association is a party, shall not be deemed to have abated or to
have discontinued by reason of the conversion or merger, but may be
prosecuted to final judgment, order, or decree in the same manner as if
the conversion or merger had not been made; or the resulting state bank
may be substituted as a party to such action or proceeding, and any
judgment, order, or decree may be rendered for or against it that might
have been rendered for or against the national banking association if the
conversion or merger had not occurred.
Effective:July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 627, effective July 15, 2010; and
ch. 28, sec. 12, effective July 15, 2010. -- Amended 2000 Ky. Acts ch. 135,
sec. 2, effective July 14, 2000. -- Amended 1980 Ky. Acts ch. 192, sec. 1,
effective July 15, 1980. -- Amended 1966 Ky. Acts ch. 239, sec. 200, effective
June 16, 1966. -- Created 1952 Ky. Acts ch. 222, sec. 2.
Formerly codified as KRS 287.172.
Legislative Research Commission Note (7/15/2010). This section was amended
by 2010 Ky. Acts chs. 24 and 28. Where these Acts are not in conflict, they have
been codified together. Where a conflict exists, Acts ch. 28, which was last
enacted by the General Assembly, prevails under KRS 446.250.
Legislative Research Commission Note (7/12/2006). In accordance with 2006
Ky. Acts ch. 247, secs. 38 and 39, this statute has been renumbered as a
section of the Kentucky Financial Services Code, KRS Chapter 286, and KRS
references within this statute have been adjusted to conform with the 2006
renumbering of that code.
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