2014 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 3. LIQUIDATION, REORGANIZATION, AND MERGER CHAPTER 2. MERGER STATE BANKS AND NATIONAL ASSOCIATIONS
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IC 28-3-2
Chapter 2. Merger)State Banks and National Associations
IC 28-3-2-1
Authority to convert, merge, or consolidate
Sec. 1. (a) Subject to the applicable provisions of IC 28-2-13 or
IC 28-2-17, any bank or trust company may convert into or merge or
consolidate with a national banking association. Nothing contained
in this chapter or in any other law of this state shall be construed to
require the approval of any officer, department, or agency of this
state as a condition to the right of any bank or trust company to
convert into or merge or consolidate with a national banking
association. Subject to the applicable provisions of IC 28-2-13 or
IC 28-2-17, upon approval by the department of financial institutions
any national banking association may convert into or merge or
consolidate with a resulting bank or trust company (as defined in
IC 28-1-1-3). Approval shall be granted if the department of financial
institutions determines by examination of the converting, merging, or
consolidating institutions, or otherwise, that the resulting bank or
trust company meets the standards as to location, condition of assets,
capital structure, and quality of management required of banks and
trust companies by IC 28-11-5 or IC 28-2.
(b) A savings bank may merge, consolidate, or join together with
a national banking association under section 10 of this chapter.
(Formerly: Acts 1953, c.69, s.1.) As amended by P.L.263-1983,
SEC.3; P.L.36-1987, SEC.18; P.L.171-1996, SEC.38.
IC 28-3-2-2
Plan of conversion, merger, or consolidation; required approvals
Sec. 2. The plan of conversion, merger, or consolidation shall be
approved by the board of directors of the bank or trust company and
shall be approved by the board of directors of the national banking
association. In cases where a national banking association proposes
to convert into a resulting bank or trust company, it shall follow the
procedure prescribed by the laws of the United States and shall be
granted a charter under and pursuant to the provisions of IC 28-1 or
IC 28-12 upon filing articles of incorporation on forms prescribed by
the director of the department of financial institutions and approved
by the holders of at least two-thirds (2/3) of each class of the capital
stock of the national banking association and with the approval of the
department of financial institutions, as provided in section 1 of this
chapter. In cases where a national banking association proposes to
merge or consolidate with a resulting bank or trust company, the plan
of merger or consolidation shall be in accordance with and subject to,
and shall have the effect provided in, IC 28-1 pertaining to the
merger and consolidation of banks and trust companies except as
otherwise expressly provided in this chapter, but the provisions of
IC 28-1-7-21 shall not apply to the extent that the provisions thereof
conflict with the laws of the United States pertaining to the rights of
dissenting shareholders of any national banking association upon the
merger or consolidation of such association with a bank or trust
company.
(Formerly: Acts 1953, c.69, s.2.) As amended by P.L.263-1985,
SEC.129; P.L.14-1992, SEC.110; P.L.171-1996, SEC.39.
IC 28-3-2-3
Shareholders' meeting; completion of conversion, merger, or
consolidation
Sec. 3. The board of directors of the bank or trust company and
the board of directors of the national banking association shall each
give notice of the time, place, and object of the shareholders' meeting,
to act upon the plan of conversion, merger, or consolidation, to each
of their respective shareholders of record, which notice may be
waived specifically by any shareholder. The meeting of the
shareholders of a bank or trust company shall be called in accordance
with the provisions of IC 28-13, and the meeting of the shareholders
of a national banking association shall be called in accordance with
the provisions of the laws of the United States. The plan of
conversion, merger, or consolidation shall be adopted provided the
shareholders of at least two-thirds (2/3) of each class of the capital
stock of the bank or trust company and the shareholders of at least
two-thirds (2/3) of each class of the capital stock of the national
banking association vote affirmatively in favor of such plan. The
conversion of a bank or trust company into a national banking
association shall be considered as completed upon the issuance of a
national bank charter or other evidence of conversion by the
comptroller of the currency. The conversion of a national banking
association into a state bank shall be considered completed upon the
acceptance of articles of incorporation by the department of financial
institutions and the issuance of a certificate of incorporation by the
secretary of state of the state of Indiana. The merger and
consolidation of a bank or trust company with a national banking
association shall be considered completed upon filing with the
department of financial institutions a certificate of merger or
consolidation executed by the comptroller of the currency. The
merger and consolidation of a national banking association with a
bank or trust company shall be considered completed upon the
approval, by the department of financial institutions, of articles of
merger or consolidation and the execution of a certificate of merger
or consolidation by the secretary of state of the state of Indiana.
(Formerly: Acts 1953, c.69, s.3.) As amended by P.L.263-1985,
SEC.130; P.L.171-1996, SEC.40.
IC 28-3-2-4
Termination of corporate status of state bank merged or
consolidated with national banking association
Sec. 4. Whenever any bank or trust company shall have merged or
consolidated with a national banking association, such bank or trust
company shall thereupon cease to be a corporation under the laws of
this state, except that for a term of three (3) years thereafter its
corporate existence shall be deemed to continue for the purpose of
prosecuting or defending suits by or against it, and of enabling it to
close its concerns, and to dispose of and convey its property.
(Formerly: Acts 1953, c.69, s.4.)
IC 28-3-2-5
Effect of conversion, merger, or consolidation on obligations of
state bank
Sec. 5. The merger or consolidation of a bank or trust company
with, or the conversion of a bank or trust company into a national
banking association shall not release such bank or trust company
from its obligation to pay and discharge all of the liabilities created
by law or incurred by such bank or trust company before it was
merged or consolidated with, or was converted into a national
banking association, or to pay any and all taxes imposed under and
by virtue of the laws of this state up to the date on which it was
merged or consolidated with or was converted into such national
banking association, in proportion to the time which has elapsed
since the last preceding payment and assessment therefor, or to pay
any and all assessments, penalties and forfeitures imposed or incurred
under the laws of this state up to the date on which it is merged or
consolidated with, or is converted into a national banking association.
(Formerly: Acts 1953, c.69, s.5.)
IC 28-3-2-6
Effect of conversion, merger, or consolidation on property, rights,
privileges, powers, duties, and functions of state bank
Sec. 6. At the time when the merger or consolidation of a bank or
trust company with or the conversion of a bank or trust company into
a national banking association, or under such charter as may be
issued thereafter, becomes effective, all of the property of such bank
or trust company, including all of its rights, title and interest in and
to any and all property of whatsoever kind, whether real, personal or
mixed, and to things in action, and to every right, privilege, interest
and asset of any value or benefit whatsoever, then existing, belonging
or pertaining to it, or which would inure to it, shall, immediately, by
act of law, and without any conveyance or transfer, and without any
further act or deed, be vested in and become the property of such
national banking association, which shall have, hold and enjoy the
same, in its own right, as fully and to the same extent as the same was
possessed, held and enjoyed by such bank or trust company; and such
national banking association shall be deemed to be a continuation of
the entity and of the identity of such bank or trust company, and all
of the rights, obligations and relations of such bank or trust company
to or in respect to any person, estate, creditor, depositor, trustee or
beneficiary of any trust, and in, or in respect to, any executorship or
trusteeship, or in any other trust or fiduciary capacity, or appointment
thereto, shall remain unimpaired, and such national banking
association, at the time of the taking effect of such merger,
consolidation or conversion, shall succeed to all of such rights,
obligations, relations, appointments, and trusts, and the duties and
liabilities connected therewith, and shall execute and perform each
and every such trust or relation in the same manner as though such
national banking association had itself been appointed to and/or
assumed such trust or relation, including the obligations and
liabilities connected therewith.
(Formerly: Acts 1953, c.69, s.6.)
IC 28-3-2-7
Effect of conversion, merger, or consolidation on fiduciary
relations of state bank
Sec. 7. If any bank or trust company is acting as the administrator,
coadministrator, executor, coexecutor, trustee or cotrustee of or in
respect to any estate or trust or guardian of any person or estate
which is being administered under the laws of this state, or has been
named or designated as such in any will or other writing theretofore
executed, such relation, as well as any and all other similar fiduciary
relations, and all rights, privileges, duties and obligations connected
therewith shall remain unimpaired, and shall continue into and in
such national banking association from and as of the time of the
taking effect of such merger, consolidation or conversion,
irrespective of the date when any such relation shall have been
created or established, and irrespective of the date of any agreement
relating thereto or of the date of the death of any testator or decedent
whose estate is being so administered.
(Formerly: Acts 1953, c.69, s.7.)
IC 28-3-2-8
Effect of conversion, merger, or consolidation on letters of
administration, letters testamentary, or trusteeship
Sec. 8. Nothing done in connection with the merger or
consolidation of any bank or trust company with, or the conversion
of any bank or trust company into a national banking association
shall be deemed to be or to effect a renunciation or revocation of any
letters of administration or letters testamentary, pertaining to such
relation, or a removal or resignation from any such executorship or
trusteeship or any other fiduciary relationship, nor to be of the same
effect as if the executor or trustee or other fiduciary had died or had
otherwise become incompetent to act.
(Formerly: Acts 1953, c.69, s.8.)
IC 28-3-2-9
Definitions
Sec. 9. As used in this chapter:
(1) the term "bank or trust company" means any bank or trust
company organized under the provisions of any statute of this
state; and
(2) the term "national banking association" means any national
bank organized under the laws of the United States.
(Formerly: Acts 1953, c.69, s.9.) As amended by P.L.263-1985,
SEC.131; P.L.171-1996, SEC.41.
IC 28-3-2-10
Savings banks; request for order to merge, consolidate, or join with
acquiring national banking association; requirements
Sec. 10. (a) A savings bank may request that the department order
the savings bank to merge, consolidate, or otherwise join with an
acquiring institution that is a national banking association.
(b) A savings bank may make a request under subsection (a) only
if its board of trustees has, at a regular or special meeting called for
that purpose, by a vote of at least two-thirds (2/3) of the then
qualified and acting trustees, adopted a resolution stating that in the
opinion of the board, the merger, consolidation, or other joining
together is in the best interests of the depositors and other creditors
of the savings bank.
(c) The department may order a merger, consolidation, or other
joining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive any
liquidating dividend upon the dissolution of the savings bank;
and
(2) the acquiring institution is willing to be the surviving
corporation.
(d) The approval of the depositors of a savings bank is not
required for a merger, consolidation, or joining together under this
section.
(e) A savings bank and an acquiring institution may not merge,
consolidate, or join together under this section if they are located in
different counties.
(f) When two (2) or more institutions merge, consolidate, or join
together under this section, the resulting institution may maintain as
a branch office any principal or branch office of the institution or
institutions with which it merged, consolidated, or joined together.
(g) To facilitate a merger, consolidation, or joining together under
this section, the department may convert the charter, form of
ownership, or operating powers of a savings bank into the charter,
form of ownership, or operating powers of the acquiring institution.
As added by P.L.263-1983, SEC.4.
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