Code of Alabama - Title 5: Banks and Financial Institutions - Chapter 7A - Bank Merger, Consolidation, or Conversion

• Article 1 Consolidation, Merger or Transfer of State Banks.
• Section 5-7A-1 Banks may merge or consolidate; transfer of place of business
  Any bank may consolidate or merge with or transfer its assets and liabilities to another bank and any bank may move its office or place...
• Section 5-7A-2 Proceedings to effect consolidation, merger or transfer
  Before such consolidation, merger or transfer shall become effective, the following proceedings must be had and done. The board of directors of each bank affected...
• Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks
  A certificate of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting of the board of directors at...
• Section 5-7A-4 Issuance of certificate of approval by superintendent
  If the superintendent approves the entire proceedings, he shall issue his certificate of approval in writing, in duplicate, one copy being filed in his office...
• Section 5-7A-5 Examinations; written consent of superintendent to consolidation
  Before approving proceedings to consolidate one such institution with another, the superintendent shall cause to be made an examination of each such institution to determine...
• Section 5-7A-6 Appeals; applicability of article to branch banks, etc
  If such consent is refused, an appeal may be taken therefrom to the circuit court of the county where such institution is located. This article...
• Article 2 Conversion of National Banks Into State Banks.
• Section 5-7A-20 Conversion of national bank, etc., into state bank - Procedure
  Any bank organized under the laws of the United States may, by the vote of the stockholders owning not less than a majority of the...
• Section 5-7A-21 Conversion of national bank, etc., into state bank - Execution of articles of incorporation and organization certificate; powers of directors, etc
  In case of such conversion, the articles of incorporation and organization certificates may be executed by a majority of the directors of the bank and...
• Section 5-7A-22 Conversion of national bank, etc., into state bank - Powers and duties of bank, stockholders, officers, etc., upon issuance of certificate
  (a) When the superintendent has given to such bank a certificate that the provisions of this article have been complied with, such bank and all...
• Section 5-7A-23 Declaration of incorporation
  Before the issuing of such certificate by the superintendent a majority of the directors of such bank shall file in the office of the official...
• Section 5-7A-24 Issuance of stock by state bank
  Such state bank shall have authority to issue to the stockholders of the national bank from which it was converted shares of stock of the...
• Article 3 Conversion of State Banks Into or Consolidation With National Banks.
• Section 5-7A-40 Authorized; exchange of stock
  Any state bank may, with the consent of the holders of a majority in amount of its stock obtained at a meeting of the shareholders...
• Section 5-7A-41 Meeting of stockholders for purpose of conversion or consolidation
  All meetings of shareholders, called for any of the purposes provided for in Section 5-7A-40, shall be called by resolution of the board of directors....
• Section 5-7A-42 Transfer of property of state bank to national bank
  At the time when such conversion of or consolidation or merger by the state bank with a national bank, under the charter of the latter,...
• Section 5-7A-43 Continuation of identity, obligations, etc., of state bank
  Upon such conversion, merger or consolidation becoming effective, the national bank shall be deemed to be a continuation of the entity and of the identity...
• Section 5-7A-44 Rights of dissenting shareholders
  The rights of shareholders of a national bank dissenting from the conversion, merger or consolidation of the bank shall be governed exclusively by the applicable...
• Section 5-7A-46 Sections not to affect general or local law, etc
  Except to the extent necessary to give effect to Section 5-7A-45(b), no general or local law or general law of local application shall be deemed...
• Article 4 Conversion of Savings Institutions Into State Banks.
• Section 5-7A-60 Purpose
  It is the purpose of this article to permit state and federally chartered savings and loan associations and savings banks to convert to state chartered...
• Section 5-7A-61 Definitions
  As used in this article, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) SAVINGS INSTITUTION. A savings...
• Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution; submission to superintendent; fee; tentative approval; vote of stockholders or members; directors; articles of incorporation and bylaws; statement of superintendent's objections; amendment; appeal of disapproval; application to FDIC; final approval and permit
  Any savings institution may apply to the superintendent for permission to convert its charter in order to do business as a state chartered bank in...
• Section 5-7A-63 Resulting bank as continuation of savings institution
  Except insofar as the superintendent requires the converting savings institution to terminate certain activities and dispose of certain assets in order to meet the requirements...
• Section 5-7A-64 Maintenance and operation of offices
  Following the conversion of a savings institution to a state chartered bank pursuant to this article, the resulting bank may continue to maintain and operate...
• Section 5-7A-65 Expansion or branching limited
  Except as provided in Section 5-7A-64, nothing in this article is to be construed, interpreted or applied to allow any existing state chartered bank, any...

Last modified: May 3, 2021