MISSISSIPPI LEGISLATURE
2018 Regular Session
To: Business and Financial Institutions
By: Senator(s) Parks
AN ACT TO AMEND SECTION 81-5-85, MISSISSIPPI CODE OF 1972, TO ALIGN THE BANK MERGER PROCESS AND APPROVAL WITH THE MISSISSIPPI BUSINESS CORPORATION ACT; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 81-5-85, Mississippi Code of 1972, is amended as follows:
81-5-85. Any two (2) or
more state-chartered banks, or any national bank and any state-chartered bank,
or any state or federal savings and loan association and any state-chartered
bank, or any state or federal savings bank and any state-chartered bank, may,
with the approval of the commissioner, consolidate with or merge into one (1)
state-chartered bank, under the charter of the existing state bank, on such
terms and conditions, as may be lawfully agreed upon * * *,
adopted and approved in a plan of merger in accordance with Article 11, Chapter
4, Title 79, Mississippi Code of 1972. Following approval of the plan
of merger by the commissioner after receipt of the required corporate
approvals, the resulting amendments to charters of any state-chartered banks
which are party to the plan of merger shall be further approved and filed with
other state officials in accordance with Section 81-3-15. The capital
stock of such consolidated bank shall not be less than that required under the
Mississippi banking laws for the organization of a bank in the place in which
it is located. And all the rights, franchises and interests of the
institutions so consolidated in and to every species of property, personal and
mixed, and choses in action thereto belonging, shall be deemed to be
transferred to and vested in such bank into which they are consolidated without
any deed or other transfer, and the said consolidated bank shall hold and enjoy
the same and all rights of property, franchises and interests in the same
manner and to the same extent as were held and enjoyed by the institutions so
consolidated therewith.
Any national bank, state or
federal savings and loan association, or state or federal savings bank may
apply for conversion into a state-chartered bank upon the affirmative vote of
the shareholders owning at least two-thirds (2/3) of its capital stock
outstanding, or of fifty-one percent (51%) or more of the total number of the
members, at a meeting called by the directors * * *,
notice of which, specifying the purpose, shall be given in the manner required
by the by-laws, or in the absence of such by-law, then by sending the notice to
each shareholder of record by registered mail at least ten (10) days before the
meeting. Upon such affirmative vote, the converting institution may apply
for a certificate of authority by filing with the commissioner a certificate
signed by its president and cashier which sets forth the corporate action
herein prescribed and asserts that the institution has complied with the
provisions of the laws of the United States. The converting institution shall
also file with the commissioner the plan of conversion and the proposed
amendments to its articles of incorporation as approved by the stockholders for
the operation of the institution as a state bank. Upon receipt of the
prescribed application, the commissioner shall examine all facts associated
with the conversion. The expenses and cost incurred for such special
examination shall be paid by the institution applying for permission to convert.
The commissioner shall present his findings and recommendations to the State
Board of Banking Review for consideration. Upon approval by the State Board of
Banking Review, the commissioner shall issue a certificate of authority to the
applicant allowing the conversion to proceed.
Any bank, savings and loan association or savings bank chartered by the State of Mississippi is hereby authorized to convert into, consolidate with, or merge with a national bank domiciled in the State of Mississippi, with the national bank charter surviving, without approval of the Department of Banking and Consumer Finance, the Commissioner of Banking and Consumer Finance, or any state authority whatsoever.
SECTION 2. This act shall take effect and be in force from and after July 1, 2018.