17:12B-225. Approval by commissioner; filing of certificate; corporate existence continued
Upon the filing with the commissioner of the certificate as provided in paragraph (d) of section 224 of this act and before approving the conversion of any Federal association into an association of this State the commissioner shall determine, as a result of an examination or otherwise, that the assets of such association have a sound value at least equal to the capital of the association, plus all creditor obligations; that such association will function normally after conversion and that it will earn and be able to pay regularly a reasonable dividend; and upon such determination, and upon compliance by the association with such requirements or conditions as the commissioner, may prescribe, and not later than 3 months from the date of the members' meeting held as provided in paragraphs (b) and (c) of section 224 of this act, the commissioner shall endorse his consent to the conversion of such Federal association into an association upon the certificates filed in accordance with paragraph (d) of section 224 of this act, one of which certificates shall remain on file in the office of the commissioner and the other shall be recorded by the clerk of the county where the association is located. Within 10 days thereafter, a copy of said certificate certified by the commissioner, shall be mailed to the Federal Home Loan Bank Board. Upon the filing of such certificate in the office of the commissioner the association shall cease to be a Federal association and shall no longer be subject to the supervision and control of the Federal Home Loan Bank Board.
Upon the conversion of any Federal association into an association of this State, the corporate existence of such association shall not terminate, but such association of this State shall be deemed to be a continuation of the entity of the association so converted, and all property of the converted association, including its right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing belonging or pertaining to it or which would inure to it, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed, remain and be vested in and continue and be the property of such association of this State into which the Federal association has converted itself, and such association of this State shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converting association, and such association of this State as of the time of the taking effect of such conversion, shall continue to have and succeed to all the rights, obligations and relations of the converting association. Pending actions and other judicial proceedings to which the converting Federal association is a party shall not be deemed to have abated or to have been discontinued by reason of such conversion, but may be prosecuted to final judgment, in the same manner as if such conversion into such association of this State had not been made and such association of this State resulting from such conversion may continue such action in its corporate name as an association of this State and any judgment or order may be made for or against it, which might have been made for or against the converting Federal association theretofore involved in such judicial proceedings.
Where the certificate provided for under section 224 of this act shall state that the purpose of the conversion is to facilitate the merger of a Federal association with a State association, the commissioner need not make the findings and determinations as set forth in this section.
L.1963, c. 144, s. 225. Amended by L.1973, c. 196, s. 4, eff. July 3, 1973.
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Last modified: October 11, 2016