Missouri § 362.118 - Trust company may become state bank — procedure.

§ 362.118. Trust company may become state bank — procedure.

1.  Any trust company may become a state bank with all the powers and subject to all the obligations and duties of state banks organized under the provisions of this chapter.

2.  A trust company desiring to become a state bank shall proceed in the following manner:

(1)  It shall call a meeting of its stockholders and shall give notice thereof as provided in section 362.044.

(2)  At the meeting so called the stockholders of the trust company may by a vote of at least two-thirds of its entire capital stock issued, outstanding and entitled to vote, direct that the trust company shall be transformed into a state bank.  In the event that such action is taken by the prescribed vote, a resolution shall be adopted fixing a future date certain upon which the trust company shall be transformed into a state bank and directing that not less than five, and not more than thirty, of the stockholders of the trust company, who shall be designated by name in the resolution, proceed with the organization of the state bank.

(3)  The designated stockholders shall proceed in all respects as provided by law for other individuals in incorporating state banks, except that the articles of agreement may provide that instead of the capital stock being paid up in lawful money the same may be paid up by an assignment of so much of the assets of the trust company about to dissolve as may be necessary to pay up the capital stock of the state bank, the assignment to take effect on the aforesaid future date certain, and the director may allow the assignment to be accepted instead of cash, if the incorporators shall have certified in the articles of agreement that the net value of the assigned assets is equal to at least the full amount of the capital stock of the proposed state bank, and the director, as the result of an examination by himself, his deputies, or his examiners, is satisfied that the assets are of such value.

(4)  No such trust company shall be permitted to become a state bank unless it shall, on or prior to the future date certain named in the above mentioned resolution, have caused a successor trustee, or successor trustees, to be appointed by the circuit court having jurisdiction, and shall have made settlement with the successor trustee, or successor trustees, and the settlement has been approved by the circuit court in all trust matters which by the nature thereof may be turned over to the successor trustee, or successor trustees, and shall have given such security, or made such provision, for discharging all liabilities including all contingent and undisclosed liabilities, if any, of the trust company, as may be required by the state director of finance.

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(L. 1967 p. 445, A.L. 1978 H.B. 1634)

(Source: RSMo 1959 § 363.530)

Effective 1-02-79

---- end of effective  02 Jan 1979 ----

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