Collapse to view only § 214b. Continuation of business and corporate entity

§ 214. Definitions
(a) As used in this subchapter and section 321 of this title the term “State bank” means any bank, banking association, trust company, savings bank (other than a mutual savings bank), or other banking institution which is engaged in the business of receiving deposits and which is incorporated under the laws of any State, any Territory of the United States, Puerto Rico, or the Virgin Islands, or which is operating under the Code of Law for the District of Columbia.
(b) For purposes of merger or consolidation under this subchapter and section 321 of this title the term “national banking association” means one or more national banking associations, and the term “State bank” means one or more State banks.
(Aug. 17, 1950, ch. 729, § 1, 64 Stat. 455; Sept. 3, 1954, ch. 1263, § 24, 68 Stat. 1234; Pub. L. 109–351, title VII, § 725(f), Oct. 13, 2006, 120 Stat. 2002; Pub. L. 109–356, title I, § 123(f), Oct. 16, 2006, 120 Stat. 2029.)
§ 214a. Procedure for conversion, merger, or consolidation; vote of stockholders
A national banking association may, by vote of the holders of at least two-thirds of each class of its capital stock, convert into, or merge or consolidate with, a State bank in the same State in which the national banking association is located, under a State charter, in the following manner:
(a) Approval of board of directors; publication of notice of stockholders’ meeting; waiver of publication; notice by registered or certified mail
(b) Rights of dissenting stockholders
(Aug. 17, 1950, ch. 729, § 2, 64 Stat. 455; Pub. L. 86–507, § 1(10), June 11, 1960, 74 Stat. 200; Pub. L. 96–221, title VII, § 706, Mar. 31, 1980, 94 Stat. 188.)
§ 214b. Continuation of business and corporate entity

The franchise of a national banking association as a national banking association shall automatically terminate when its conversion into or its merger or consolidation with a State bank under a State charter is consummated and the resulting State bank shall be considered the same business and corporate entity as the national banking association, although as to rights, powers, and duties the resulting bank is a State bank. Any reference to such national banking association in any contract, will, or document shall be considered a reference to the State bank if not inconsistent with the provisions of the contract, will, or document or applicable law.

(Aug. 17, 1950, ch. 729, § 3, 64 Stat. 456.)
§ 214c. Conversions in contravention of State law

No conversion of a national banking association into a State bank or its merger or consolidation with a State bank shall take place under this subchapter and section 321 of this title in contravention of the law of the State in which the national banking association is located; and no such conversion, merger, or consolidation shall take place under said sections unless under the law of the State in which such national banking association is located State banks may without approval by any State authority convert into and merge or consolidate with national banking associations under limitations or conditions no more restrictive than those contained in section 214a of this title with respect to the conversion of a national bank into, or merger or consolidation of a national bank with, a State bank under State charter.

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§ 214d. Prohibition on conversion

A national banking association may not convert to a State bank or State savings association during any period in which the national banking association is subject to a cease and desist order (or other formal enforcement order) issued by, or a memorandum of understanding entered into with, the Comptroller of the Currency with respect to a significant supervisory matter.

(Aug. 17, 1950, ch. 729, § 10, as added Pub. L. 111–203, title VI, § 612(a), July 21, 2010, 124 Stat. 1612.)