2007 California Financial Code Article 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (other Nation) Bank, Or Insured Foreign (other State) State Depository Corporation

CA Codes (fin:4900-4905)

4900.  In this article, unless the context otherwise requires,
"merger" means any of the mergers described in Section 4901.



4901.  (a) A California state bank may merge into a national banking
association, a California federally licensed foreign (other nation)
bank, or an insured foreign (other state) state bank pursuant to (1)
this article, (2) in case the surviving bank is a national banking
association or a California federally licensed foreign (other nation)
bank, federal law, and (3) in case the surviving bank is a
California federally licensed foreign (other nation) bank or an
insured foreign (other state) state bank, the law of the foreign bank'
s domicile.
   (b) A California industrial loan company may merge into an insured
foreign (other state) industrial loan company pursuant to (1) this
article and (2) the law of the foreign industrial loan company's
domicile.
   (c) A California state depository corporation of any class may
merge into a federal depository corporation of another class, a
California federally licensed foreign (other nation) bank, or an
insured foreign (other state) state depository corporation of another
class pursuant to (1) this article, (2) in case the surviving
depository corporation is a federal depository corporation or a
California federally licensed foreign (other nation) bank, federal
law, and (3) in case the surviving depository corporation is a
California federally licensed foreign (other nation) bank or an
insured foreign (other state) state depository corporation, the law
of the domicile of the foreign bank or foreign depository
corporation.


4901.5.  (a) No provision of Division 1 (commencing with Section
99), except the provisions of Chapter 22 (commencing with Section
3800) of Division 1, prohibits or restricts the merger of a
California state bank or California industrial loan company.
   (b) No provision of Division 2 (commencing with Section 5000)
prohibits or restricts the merger of a California state savings and
loan association.



4902.  A merger is subject to the provisions of Section 1108 of the
Corporations Code.



4903.  A merger shall have the same effect as provided in Section
1107 of the Corporations Code and as provided in Section 4889 in the
case of a merger of the type defined in Section 4880.



4904.  Promptly after a merger becomes effective, the surviving
depository corporation shall:
   (1) Surrender to the commissioner for cancellation the
certificates of authority or licenses issued by the commissioner to
the disappearing depository corporation; and
   (2) File with the commissioner such report of the merger as the
commissioner may require.



4905.  (a) After a merger becomes effective, the surviving
depository corporation may issue an officer's certificate, stating
that the disappearing depository corporation merged into the
surviving depository corporation and specifying the time at which the
merger became effective.
   (b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the merger and of the regularity
of the proceedings taken for the merger and shall be conclusive
evidence of the matters in favor of any innocent purchaser or
encumbrancer for value.