2010 California Code
Financial Code
Article 2. Conversion Of Federal Depository Corporation Into California State Depository Corporation

4940.  In this article, unless the context otherwise requires,
"conversion" means any of the conversions described in Section 4941.



4941.  With the approval of the commissioner:
   (a) A national banking association may convert into a California
state bank pursuant to this article and federal law.
   (b) A federal depository corporation of any class may convert into
a California state depository corporation of another class pursuant
to federal law and this article.



4942.  A converting depository corporation shall adopt a plan of
conversion pursuant to the provisions of federal law.



4943.  In obtaining any approval of outstanding shares required for
a plan of conversion, a converting depository corporation shall
provide to its shareholders information as the commissioner may
require. In determining the information to be required, the
commissioner shall give due consideration to regulations relating to
proxy statements issued under Section 14 of the Securities Exchange
Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange
Commission, (b) in the case of a depository corporation that is a
bank, the federal bank regulatory agencies, and (c) in the case of a
depository corporation that is a savings association, the Office of
Thrift Supervision.



4944.  A converting depository corporation shall file the following
with the commissioner:
   (a) The plan of conversion.
   (b) An officer's certificate certifying that the plan of
conversion has been approved as required by federal law.
   (c) An application for approval of the conversion.



4945.  If the commissioner finds all of the factors set forth in
Section 4925 with respect to an application for approval of a
conversion, the commissioner shall approve the application. If the
commissioner finds otherwise, the commissioner shall deny the
application for approval of the conversion.



4946.  After an application for approval of a conversion has been
approved by the commissioner but before the conversion becomes
effective, the converting depository corporation shall file with the
commissioner an application for approval of the articles of the
resulting depository corporation. When the commissioner approves the
articles, the commissioner shall endorse the approval on the
articles. After the articles are filed with the Secretary of State,
the resulting depository corporation shall file with the commissioner
a copy of the articles certified by the Secretary of State.



4948.  (a) After an application for approval of a conversion has
been approved and all conditions precedent to the conversion have
been fulfilled, the commissioner shall:
   (1) In case the resulting depository corporation is a California
state bank, issue to the resulting depository corporation a
certificate of authority authorizing it to transact commercial
banking business or commercial banking business and trust business,
as the case may be.
   (2) In case the resulting depository corporation is a California
state savings association, issue to the resulting depository
corporation a license authorizing it to transact business as a
California state savings association.
   (3) In case the resulting depository corporation is a California
industrial loan company, issue to the resulting depository
corporation a certificate of authority authorizing it to transact
business as an industrial loan company.
   (b) Upon the issuance of the certificate of authority or license
pursuant to subdivision (a), the conversion shall become effective
for all purposes.



4949.  When a conversion becomes effective, the commissioner shall
issue to the resulting depository corporation certificates of
authority, licenses, or other appropriate authorizations for the
branch offices, places of business, extensions of offices, and other
facilities, if any, that the converting depository corporation was
operating and that the resulting depository corporation is to
continue to operate.



4950.  When a conversion becomes effective:
   (a) The converting depository corporation shall cease to exist.
   (b) The resulting depository corporation shall succeed, without
other transfer, to all the rights and property of the converting
depository corporation and shall be subject to all the debts and
liabilities of the converting depository corporation in the same
manner as if the resulting depository corporation had itself incurred
them.
   (c) All rights of creditors of the converting depository
corporation and all liens upon the property of the converting
depository corporation shall be preserved unimpaired, provided that
such liens upon the property of the converting depository corporation
shall be limited to the property affected thereby immediately prior
to the time when the conversion becomes effective.
   (d) Any action or proceeding pending by or against the converting
depository corporation may be prosecuted to judgment, which shall
bind the resulting depository corporation, or the resulting
depository corporation may be proceeded against or substituted in
place of the converting depository corporation.
   (e) Any reference to the converting depository corporation in any
writing, whether executed or taking effect before or after the
conversion, shall be deemed a reference to the resulting depository
corporation if not inconsistent with the other provisions of such
writing.
   (f) In case the converting depository corporation was transacting
trust business, the resulting depository corporation shall succeed,
without further transfer, to the rights, obligations, properties,
assets, investments, deposits, demands, agreements, and trusts of the
converting depository corporation under all trusts, executorships,
administrations, guardianships, agencies, and all other fiduciary or
representative capacities to the same extent as if the resulting
depository corporation had originally assumed such fiduciary or
representative capacities, and the resulting depository corporation
shall be entitled to take and execute the appointment to all
executorships, trusteeships, guardianships, and other fiduciary or
representative capacities to which the converting depository
corporation is or may be named in wills, whenever probated, or to
which the converting depository corporation is or may be named or
appointed by any other instrument.



4951.  Promptly after a conversion becomes effective, the resulting
depository corporation shall:
   (a) Surrender to the regulator of the converting depository
corporation for cancellation the certificates of authority or
licenses issued to the converting depository corporation by the
regulator; and
   (b) File with the regulator of the converting depository
corporation such report regarding the conversion as the regulator may
require.


4952.  (a) After a conversion becomes effective, the commissioner
shall issue, upon application, a certificate under his or her
official seal, stating that the converting depository corporation was
converted into the resulting depository corporation and specifying
the time at which the conversion became effective.
   (b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the conversion and of the
regularity of the proceedings taken for the conversion and shall be
conclusive evidence of such matters in favor of any innocent
purchaser or encumbrancer for value.