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Unannotated Code of Maryland (Last Updated: May 16, 2014) |
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FINANCIAL INSTITUTIONS |
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TITLE 3. BANKING INSTITUTIONS -- COMMERCIAL BANKS |
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SUBTITLE 8. CONVERSIONS AND VOLUNTARY DISSOLUTIONS |
§ 3-801. Conversion of national banking association, federal stock savings and loan association, or federal stock savings bank into a commercial bank
Latest version.
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(a) Definitions. --
(1) In this section the following words have the meanings indicated.
(2) "Capital stock" includes both common and preferred stock.
(3) "Converting institution" means a national banking association, a federal stock savings and loan association, or a federal stock savings bank.
(4) "Federal stock savings and loan association" means an institution that is incorporated under federal law as a savings and loan association that has authority to issue capital stock.
(5) "Federal stock savings bank" means an institution that is incorporated under federal law as a savings bank that has authority to issue capital stock.
(6) "National banking association" has the meaning stated in § 1-101(o) of this article.
(b) General rule. -- A converting institution that is located in this State may convert into a commercial bank as provided by federal law and this section.
(c) State requirements in general. --
(1) The converting institution shall meet the requirements of this title for incorporation of a commercial bank.
(2) The procedures for incorporation may be modified as required by the difference between incorporation and conversion.
(3) Pursuant to regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion.
(d) Articles of incorporation. -- The consenting stockholders of the converting institution shall sign, acknowledge, and file articles of incorporation. The articles shall state that the conversion has been approved by the stockholders in the manner required by federal law.
(e) Cash payment for stock. -- The requirement for cash payment for stock may be met by exchanging shares of the new commercial bank for those of the converting institution valued at not more than fair cash market value.
(f) Transfer of property, rights, duties, and franchises. --
(1) The new commercial bank shall be considered the same business and corporate entity as the converting institution and, except as limited by this article or by its charter or bylaws, has all of the rights, powers, and duties of the converting institution.
(2) The converting institution's rights, franchises, and interests in any property become the property of the new commercial bank, subject to the liabilities of the converting institution that exist at the time of the conversion.
(g) Use of name. --
(1) Unless this construction would be unreasonable, any reference to the converting institution in any writing, whether executed or taking effect before or after the conversion, shall be interpreted as a reference to the new commercial bank.
(2) The new commercial bank may use the name of the converting institution if it can do any act more conveniently under that name.
(h) Nonconforming assets or business. -- If a converting institution has assets or engages in business activities that do not conform to the law governing commercial banks, the Commissioner may allow a reasonable time for the new commercial bank to conform to that law.