Montana Code 32-1-371. Merger of banks
32-1-371. Merger of banks. (1) (a) Any two or more banks doing business in this state may, with the approval of the department if any merger party is a bank organized under the laws of this state, merge into one bank, on terms and conditions lawfully agreed upon by a majority of the board of directors of each bank proposing to merge. Except as otherwise expressly provided in this chapter, a merger under this subsection (1) is governed by Title 35, chapter 1, if the resulting bank is organized under the laws of this state.
Terms Used In Montana Code 32-1-371
- Acquire: means :
(a)the direct or indirect purchase or exchange of stock;
(b)the direct or indirect purchase of assets and liabilities; or
(c)a merger. See Montana Code 32-1-109
- bank: as used in this chapter means any corporation that has been incorporated to conduct the business of receiving money on deposit or transacting a trust or investment business, as defined in this chapter. See Montana Code 32-1-102
- Branch: means :
(a)in the case of a bank, a banking house, other than the main banking house, maintained and operated by a bank doing business in the state and at which deposits are received, checks are paid, or money is lent. See Montana Code 32-1-109
- Control: means :
(a)ownership of, authority over, or power to vote, directly or indirectly, 25% or more of any class of voting security;
(b)authority in any manner over the election of a majority of directors; or
(c)power to exercise, directly or indirectly, a controlling influence over management and policies. See Montana Code 32-1-109
- Department: means the department of administration provided for in Title 2, chapter 15, part 10. See Montana Code 32-1-109
- Doing business in this state: means located in this state or having a physical branch bank location in this state. See Montana Code 32-1-109
- Fiduciary: A trustee, executor, or administrator.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Located in this state: means :
(a)in the case of a bank, that the bank is either organized under the laws of this state or is a federally chartered bank whose organizational certificate identifies an address in this state as the principal place at which the business of the federally chartered bank is conducted; and
(b)in the case of a bank holding company, that the entity, partnership, or trust is organized under the laws of this state. See Montana Code 32-1-109
- Main banking house: means the designated principal place of business of a bank. See Montana Code 32-1-109
- Property: means real and personal property. See Montana Code 1-1-205
- Savings association: means a savings association or savings bank organized under the laws of the United States or a building and loan association, savings and loan association, or similar entity organized under the laws of a state. See Montana Code 32-1-109
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Trustee: A person or institution holding and administering property in trust.
(b)A bank organized under the laws of this state may, with the approval of the department in the case of a resulting bank, merge with a savings association located in this state and may, upon the merger, maintain the branch banks and other offices previously maintained by both the bank and the savings association.
(2)Upon merger:
(a)each bank merger party merges into the resulting bank and the separate existence of every merger party except the resulting bank ceases;
(b)title to all real, personal, and mixed property owned by each merger party is vested in the resulting bank without reversion or impairment and without the necessity of any instrument of transfer;
(c)the resulting bank has all of the liabilities, duties, and obligations of each merger party, including obligations as fiduciary, personal representative, administrator, trustee, or guardian; and
(d)the resulting bank has all of the rights, powers, and privileges of each merger party, including appointment to the office of personal representative, administrator, trustee, or guardian under any will or other instrument made prior to the merger and in which a merger party was nominated to the office by the maker of the will or other instrument.
(3)Upon merger, the resulting bank shall designate and operate one of the prior main banking houses of the merging banks as its main banking house and the bank may maintain and continue to operate the main banking houses of each of the other merging banks as a branch bank.
(4)(a) Upon merger, the resulting bank may:
(i)maintain the branch banks and other offices previously maintained by the merging banks; and
(ii)establish, acquire, or operate additional branch banks at any location where any bank involved in the merger could have established, acquired, or operated a branch bank under applicable federal or state law if that bank had not been a party to the merger.
(b)A resulting bank organized under the laws of this state that intends to establish, acquire, or operate a branch bank under subsection (4)(a)(ii) must receive prior approval from the department as provided for in 32-1-372, whether or not the branch bank is to be located within or outside this state.
(c)A resulting bank organized under federal law or the laws of another state shall simultaneously provide the department with copies of all applications or notices filed with any federal or other state regulatory agency seeking to establish, acquire, or operate a branch bank under subsection (4)(a)(ii) within this state.
(5)Upon merger, the resulting bank, including all depository institutions that are affiliates of the resulting bank, may not directly or indirectly control more than 30% of the total amount of deposits of insured depository institutions and credit unions located in this state.