362.600. Reciprocal corporate fiduciary powers--certificates of reciprocity.
Reciprocal corporate fiduciary powers--certificates of reciprocity.
362.600. 1. The term "out-of-state bank or trust company", as used inthis section, shall mean:
(1) Any bank or trust company now or hereafter organized under the lawsof any state of the United States other than Missouri; and
(2) Any national banking association or any thrift institution under thejurisdiction of the office of thrift supervision having its principal place ofbusiness in any state of the United States other than Missouri.
2. Except as provided in subsection 6 of this section, any out-of-statebank or trust company may act in this state as trustee, executor,administrator, guardian, or in any other like fiduciary capacity, without thenecessity of complying with any law of this state relating to the licensing offoreign banking corporations by the director of finance or relating to thequalifications of foreign corporations to do business in this state, andnotwithstanding any prohibition, limitation or restriction contained in anyother law of this state, provided only that:
(1) The out-of-state bank or trust company is authorized to act in thisfiduciary capacity or capacities in the state in which it is incorporated, or,if the out-of-state bank or trust company be a national banking association,or a thrift institution, it is authorized to act in this fiduciary capacity orcapacities in the state in which it has its principal place of business; and
(2) Any bank or other corporation organized under the laws of this stateor a national banking association or thrift institution having its principalplace of business in this state may act in these fiduciary capacities in thatstate without further showing or qualification, other than that it isauthorized to act in these fiduciary capacities in this state, compliance withminimum capital, bonding, or securities pledge requirements applicable to allbanks and trust companies doing business in that state, and compliance withany law of that state concerning service of process:
(a) Which may require the appointment of an official or other person forthe receipt of process; or
(b) Which contains provisions to the effect that any bank or trustcompany which is not incorporated under the laws of that state, or if anational bank or thrift institution then which does not have its principalplace of business in that state, acting in that state in a fiduciary capacitypursuant to provisions of law making it eligible to do so, shall be deemed tohave appointed an official of that state to be its true and lawful attorneyupon whom may be served all legal process in any action or proceeding againstit relating to or growing out of any trust, estate or matter in respect ofwhich the entity has acted or is acting in that state in this fiduciarycapacity, and that the acceptance of or engagement in that state in any actsin this fiduciary capacity shall be* deemed its agreement that the processagainst it, which is so served, shall be of the same legal force and validityas though served upon it personally, or which contains any substantiallysimilar provisions.
3. Any out-of-state bank or trust company eligible to act in anyfiduciary capacity in this state pursuant to the provisions of this sectionmay so act whether or not a resident of this state be acting with it in thiscapacity, may use its corporate name in connection with such activity in thisstate, and may be appointed to act in this fiduciary capacity by any courthaving jurisdiction in the premises, all notwithstanding any provision of lawto the contrary. Nothing in this section contained shall be construed toprohibit or make unlawful any activity in this state by a bank or trustcompany which is not incorporated under the laws of this state, or if anational bank or thrift institution then which does not have its principalplace of business in this state, which would be lawful in the absence of thissection.
4. Except as provided in subsection 6 of this section, prior to the timewhen any out-of-state bank or trust company acts pursuant to the authority ofthis section in any fiduciary capacity or capacities in this state, theout-of-state bank or trust company shall file with the director of finance awritten application for a certificate of reciprocity and the director offinance shall issue the certificate to the out-of-state bank or trust company. The application shall state:
(1) The correct corporate name of the out-of-state bank or trustcompany;
(2) The name of the state under the laws of which it is incorporated, orif the out-of-state bank or trust company is a national banking association orthrift institution shall state that fact;
(3) The address of its principal business office;
(4) In what fiduciary capacity or capacities it desires to act, in thestate of Missouri;
(5) That it is authorized to act in a similar fiduciary capacity orcapacities in the state in which it is incorporated, or, if it is a nationalbanking association, in which it has its principal place of business;
(6) That the application shall constitute the irrevocable appointment ofthe director of finance of Missouri as its true and lawful attorney to receiveservice of all legal process in any action or proceeding against it relatingto or growing out of any trust, estate or matter in respect of which theout-of-state bank or trust company may act in this state in the fiduciarycapacity pursuant to the certificate of reciprocity applied for;
(7) Unless the out-of-state bank or trust company verifies to thedirector of the division of finance that it satisfies capital requirementsequal to the new charter requirement for a Missouri trust company or that itmaintains a bond for the faithful performance of all its fiduciary activitiesequivalent to the Missouri capital requirements, the director may require theapplicant to submit a bond issued by a surety company authorized to dobusiness in the state of Missouri in the minimum amount of one million dollarsin a form or such greater amount acceptable to the director of the division offinance. The surety bond shall secure the faithful performance of thefiduciary obligations of the out-of-state bank or trust company in Missouri.
The application shall be verified by an officer of the out-of-state bank ortrust company, and there shall be filed with it such certificates of publicofficials and copies of documents certified by public officials as may benecessary to show that the out-of-state bank or trust company is authorized toact in a fiduciary capacity or capacities similar to those in which it desiresto act in the state of Missouri, in the state in which it is incorporated, or,if it is a national banking association in which it has its principal place ofbusiness. The director of finance shall, thereupon, if the out-of-state bankor trust company is one which may act in the fiduciary capacity or capacitiesas provided in subsection 2 of this section, issue to the entity a certificateof reciprocity, retaining a duplicate thereof together with the applicationand accompanying documents in his or her office. The certificate ofreciprocity shall recite and certify that the out-of-state bank or trustcompany is eligible to act in this state pursuant to this section and shallrecite the fiduciary capacity or capacities in which the out-of-state bank ortrust company is eligible so to act.
5. A certificate of reciprocity issued to any out-of-state bank or trustcompany shall remain in effect until the out-of-state bank or trust companyshall cease to be entitled under subsection 2 of this section to act in thisstate in the fiduciary capacity or capacities covered by the certificate, andthereafter until revoked by the director of finance. If at any time theout-of-state bank or trust company shall cease to be entitled under subsection2 of this section to act in this state in the fiduciary capacity or capacitiescovered by the certificate, the director of finance shall revoke thecertificate and give written notice of the revocation to the out-of-state bankor trust company. No revocation of any certificate of reciprocity shallaffect the right of the out-of-state bank or trust company to continue to actin this state in a fiduciary capacity in estates or matters in which it hastheretofore begun to act in a fiduciary capacity pursuant to the certificate.
6. An** out-of-state bank or trust company shall not establish ormaintain in this state a place of business, branch office or agency for theconduct in this state of business as a fiduciary unless:
(1) The out-of-state bank or trust company is under the control of aMissouri bank or a Missouri bank holding company, as these terms are definedin section 362.925***, and the out-of-state bank or trust company has compliedwith the requirements relating to the qualifications of out-of-state bank ortrust company to do business in this state;
(2) The out-of-state bank or trust company is a bank, trust company ornational banking association in good standing that possesses fiduciary powersfrom its chartering authority and is the surviving corporation to a merger orconsolidation with a national banking association located in Missouri or aMissouri bank or trust company. The provisions of this subdivision areenacted to implement subsection 2 of this section and section 362.610, and theprovisions of Title 12, U.S.C. 36(f)(2) of the National Bank Act; or
(3) The out-of-state bank or trust company is a state-chartered bank,savings and loan association, trust company, national banking association, orthrift institution in good standing that possesses fiduciary powers and hasreceived a certificate of reciprocity, in which case it may only open a trustrepresentative office in Missouri which is not otherwise a branch of suchout-of-state bank or trust company, provided a bank, savings and loanassociation or trust company chartered under the laws of Missouri and anational bank or thrift institution with its principal location in Missouri,all with fiduciary powers, are permitted to open and operate a trustrepresentative office under the same or less restrictive conditions in thestate in which the out-of-state bank or trust company is organized or has itsprincipal office.
7. An out-of-state bank or trust company, insofar as it acts in afiduciary capacity in this state pursuant to the provisions of this section,shall not be deemed to be transacting business in this state, if theout-of-state bank or trust company does not establish or maintain in thisstate a place of business, branch office, or agency for the conduct in thisstate of business as a fiduciary.
8. Every out-of-state bank or trust company to which a certificate ofreciprocity shall have been issued shall be deemed to have appointed thedirector of finance to be its true and lawful attorney upon whom may be servedall legal process in any action or proceeding against it relating to orgrowing out of any trust, estate or matter in respect of which theout-of-state bank or trust company acts in this state in any fiduciarycapacity pursuant to the certificate of reciprocity. Service of the processshall be made by delivering a copy of the summons or other process, with acopy of the petition when service of the copy is required by law, to thedirector of finance or to any person in his or her office authorized by him toreceive the service. The director of finance shall immediately forward theprocess, together with the copy of the petition, if any, to the out-of-statebank or trust company, by registered mail, addressed to it at the address onfile with the director, or if there be none on file then at its last knownaddress. The director of finance shall keep a permanent record in his or heroffice showing for all process served, the style of the action or proceeding,the court in which it was brought, the name and title of the officer servingthe process, the day and hour of service, and the day of mailing by registeredmail to the out-of-state bank or trust company and the address to whichmailed. In case the process is issued by a court, the same may be directed toand served by any officer authorized to serve process in the city or countywhere the director of finance shall have his or her office, at least fifteendays before the return thereof.
(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 1988 H.B. 1092, A.L. 1998 H.B. 1571, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1511, A.L. 2005 H.B. 707)(Source: RSMo 1959 § 363.705)
*Word "be" was omitted in original rolls.
**Word "A" appears in original rolls.
***Section 362.925 was repealed by S.B. 386 in 1999.