362.118. Trust company may become state bank--procedure.
Trust company may become state bank--procedure.
362.118. 1. Any trust company may become a state bank withall the powers and subject to all the obligations and duties ofstate banks organized under the provisions of this chapter.
2. A trust company desiring to become a state bank shallproceed in the following manner:
(1) It shall call a meeting of its stockholders and shallgive notice thereof as provided in section 362.044.
(2) At the meeting so called the stockholders of the trustcompany may by a vote of at least two-thirds of its entirecapital stock issued, outstanding and entitled to vote, directthat the trust company shall be transformed into a state bank.In the event that such action is taken by the prescribed vote, aresolution shall be adopted fixing a future date certain uponwhich the trust company shall be transformed into a state bankand directing that not less than five, and not more than thirty,of the stockholders of the trust company, who shall be designatedby name in the resolution, proceed with the organization of thestate bank.
(3) The designated stockholders shall proceed in allrespects as provided by law for other individuals inincorporating state banks, except that the articles of agreementmay provide that instead of the capital stock being paid up inlawful money the same may be paid up by an assignment of so muchof the assets of the trust company about to dissolve as may benecessary to pay up the capital stock of the state bank, theassignment to take effect on the aforesaid future date certain,and the director may allow the assignment to be accepted insteadof cash, if the incorporators shall have certified in thearticles of agreement that the net value of the assigned assetsis equal to at least the full amount of the capital stock of theproposed state bank, and the director, as the result of anexamination by himself, his deputies, or his examiners, issatisfied that the assets are of such value.
(4) No such trust company shall be permitted to become astate bank unless it shall, on or prior to the future datecertain named in the above mentioned resolution, have caused asuccessor trustee, or successor trustees, to be appointed by thecircuit court having jurisdiction, and shall have made settlementwith the successor trustee, or successor trustees, and thesettlement has been approved by the circuit court in all trustmatters which by the nature thereof may be turned over to thesuccessor trustee, or successor trustees, and shall have givensuch security, or made such provision, for discharging allliabilities including all contingent and undisclosed liabilities,if any, of the trust company, as may be required by the statedirector of finance.
(L. 1967 p. 445, A.L. 1978 H.B. 1634)(Source: RSMo 1959 § 363.530)
Effective 1-2-79