Oregon Statutes - Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency

• 711.005   [Amended by 1973 c.797 §218; repealed by 1997 c.631 §567]
• 711.010   [Amended by 1973 c.797 §219; repealed by 1997 c.631 §567]
• 711.015   [Amended by 1973 c.797 §220; repealed by 1997 c.631 §567]
• 711.017   [1993 c.229 §9; 1995 c.6 §3; repealed by 1997 c.631 §567]
• 711.020   [Amended by 1973 c.797 §221; 1977 c.135 §24; 1981 c.192 §15; repealed by 1997 c.631 §567]
• 711.022   [1973 c.797 §222; 1975 c.544 §29a; 1981 c.192 §16; repealed by 1997 c.631 §567]
• 711.025   [Amended by 1973 c.797 §223; 1981 c.192 §17; 1987 c.197 §6; 1989 c.324 §53; repealed by 1997 c.631 §567]
• 711.030   [Amended by 1973 c.797 §224; 1983 c.37 §21; repealed by 1997 c.631 §567]
• 711.032   [1973 c.797 §225; repealed by 1997 c.631 §567]
• 711.035   [Amended by 1973 c.797 §226; repealed by 1997 c.631 §567]
• 711.040   [Amended by 1973 c.797 §227; 1981 c.192 §18; 1997 c.631 §235; renumbered 711.190 in 1997]
• 711.042   [1973 c.797 §228; 1983 c.296 §6; repealed by 1997 c.631 §567]
• 711.045   [Amended by 1973 c.797 §229; 1975 c.544 §30; 1977 c.135 §25; 1981 c.192 §19; 1983 c.296 §7; 1997 c.631 §236; renumbered 711.180 in 1997]
• 711.047   [1981 c.192 §21; 1983 c.296 §8; repealed by 1997 c.631 §567]
• 711.050   [Amended by 1973 c.797 §230; repealed by 1997 c.631 §567]
• 711.055   [Amended by 1973 c.797 §231; 1997 c.631 §237; renumbered 711.197 in 1997]
• 711.060   [Amended by 1973 c.797 §232; 1997 c.631 §238; renumbered 711.199 in 1997]
• 711.065   Conversion of Oregon stock bank into insured stock institution.
  (1) An Oregon stock bank may convert into an insured stock institution subject to the prior approval of the supervisory authority having jurisdiction over the...
• 711.070   Conversion of financial institution into Oregon stock bank; application.
  (1) A financial institution with its head office or any branches located in this state that follows the procedures prescribed by the supervisory authority having...
• 711.075   Conversion of Oregon nonstock bank into financial institution.
  (1) An Oregon nonstock bank may convert into a financial institution subject to the prior approval of the supervisory authority having jurisdiction over the proposed...
• 711.080   Conversion of financial institution into Oregon nonstock bank; application.
  (1) A financial institution with its head office or any branches located in this state that follows the procedures prescribed by the supervisory authority having...
• 711.085   Approval of conversion of Oregon bank by board or shareholders.
  If an Oregon bank converts pursuant to ORS 711.065 to 711.080, the conversion shall be approved by: (1) A majority of the full board of...
• 711.090   Conversion of Oregon bank or Oregon trust company to corporation or limited liability company.
  (1) An Oregon bank or Oregon trust company organized as a corporation under ORS chapter 707 or 709 may be converted to a limited liability...
• 711.095   Approval of plan of conversion; fee.
  (1) A plan of conversion for an Oregon bank or Oregon trust company shall be approved as follows: (a) In the case of the conversion...
• 711.100   Articles of conversion; effective date of conversion.
  (1) After a plan of conversion is approved under ORS 711.095, the converting Oregon bank or Oregon trust company shall file articles of conversion with...
• 711.104   Rights of member of Oregon bank or Oregon trust company to dissent to conversion from limited liability company to corporation.
  (1) A member of an Oregon bank or Oregon trust company that is organized as a limited liability company may dissent to a plan of...
• 711.105   [Repealed by 1973 c.797 §428]
• 711.110   [Amended by 1973 c.797 §233; repealed by 1997 c.631 §567]
• 711.112   [1973 c.797 §234; repealed by 1997 c.631 §567]
• 711.115   [Amended by 1973 c.797 §235; repealed by 1997 c.631 §567]
• 711.120   [Repealed by 1973 c.797 §428]
• 711.125   Merger of Oregon stock bank with insured stock institution; company acquiring shares of Oregon stock bank through share exchange.
  (1) Subject to the provisions and requirements of ORS 711.130 to 711.145 and 713.270, any Oregon stock bank may merge with any insured stock institution...
• 711.130   Approval of plan of merger or share exchange involving Oregon stock bank; contents of plan; fee.
  (1) For each Oregon stock bank that is a party to a merger or that proposes to have its stock acquired through a share exchange,...
• 711.135   Action by director on plan of merger or share exchange involving Oregon stock bank; appeal.
  (1) Within 90 days after receiving the materials and fee specified in ORS 711.130, unless the time is extended by the Director of the Department...
• 711.140   Approval of merger or share exchange involving Oregon stock bank by stockholders.
  (1) To be effective, a merger or share exchange involving an Oregon stock bank shall be approved by the stockholders of each Oregon stock bank...
• 711.145   Effective date of merger or share exchange involving Oregon stock bank.
  (1) In a merger involving an Oregon stock bank: (a) If the resulting insured stock institution is an Oregon stock bank, the merger shall, unless...
• 711.150   Merger of Oregon nonstock bank with insured nonstock institution.
  Subject to the provisions and requirements of ORS 711.155 to 711.165 and 713.270, an Oregon nonstock bank may merge with any insured nonstock institution if...
• 711.155   Approval of merger involving Oregon nonstock bank; contents of plan; fee.
  (1) For each Oregon nonstock bank that is a party to a merger, the plan of merger shall be approved by a majority of the...
• 711.160   Action by director on plan of merger involving Oregon nonstock bank; appeal.
  (1) Within 90 days after receiving the materials and fee specified in ORS 711.155, unless the time is extended by the Director of the Department...
• 711.165   Effective date of merger involving Oregon nonstock bank.
  (1) If the resulting insured nonstock institution is an Oregon nonstock bank, the merger shall, unless a later date is specified in the plan of...
• 711.170   Sale of assets and transfer of liabilities by Oregon bank; approval of director and board of directors.
  (1) Subject to the provisions set forth in this section and ORS 713.270, an Oregon bank may sell all or any portion of its assets...
• 711.175   Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion.
  (1) A stockholder of an Oregon stock bank or Oregon trust company may dissent from the following: (a) A plan of merger pursuant to which...
• 711.180   Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion; demand required; notice and offer to pay for shares; costs of appraisal of shares; when rights not applicable.
  (1) Any stockholder of an Oregon stock bank or Oregon trust company who dissented to a transaction listed under ORS 711.175 (1) and who desires...
• 711.185   Stockholder withdrawal of demand for payment for shares made under ORS 711.180.
  (1) A dissenting stockholder making a demand under ORS 711.180 may withdraw the demand if: (a) The Oregon stock bank, Oregon trust company or its...
• 711.190   Effect of merger or conversion of Oregon bank; rights, powers, duties and liabilities of resulting financial institution.
  (1) When a merger or conversion of an Oregon bank becomes effective: (a) The separate existence of each Oregon bank participating in the plan of...
• 711.195   Merger, conversion or acquisition of Oregon bank involving trust company.
  If a merger, conversion or acquisition of an Oregon bank involves a trust company, the Director of the Department of Consumer and Business Services shall...
• 711.197   Conditions for resulting Oregon bank to conform with state law.
  If, pursuant to a merger or conversion of a financial institution, the resulting or converting financial institution is an Oregon bank and has assets or...
• 711.199   Valuation of assets on books of resulting Oregon bank.
  Without approval by the Director of the Department of Consumer and Business Services, an asset shall not be carried on the books of a resulting...
• 711.205   [Amended by 1973 c.797 §236; 1993 c.229 §10; repealed by 1997 c.631 §567]
• 711.207   [1973 c.797 §237; repealed by 1997 c.631 §567]
• 711.210   [Repealed by 1973 c.797 §428]
• 711.211   [1993 c.229 §12; repealed by 1997 c.631 §567]
• 711.215   Voluntary liquidation on approval of stockholders and director; costs of special examination.
  An institution may go into voluntary liquidation by vote of its stockholders owning at least two-thirds of its capital stock. The institution shall first obtain...
• 711.217   Transactions exempt from ORS 711.220 to 711.235.
  In a transaction where a purchasing insured institution assumes or agrees to pay all the liabilities of a liquidating institution, ORS 711.220 to 711.235 do...
• 711.220   Notice of voluntary liquidation; presentation of claims.
  (1) If a vote is taken authorizing the voluntary liquidation of an institution, the board of directors shall cause to be published in a newspaper...
• 711.225   Report and transfer of unclaimed deposits.
  (1) All deposits that remain unclaimed after six months from the date of the written notice mentioned in ORS 711.220 (3), shall be reported and...
• 711.230   Claims; time within which presented; extension of time.
  (1) Claims of all persons, other than depositors, against the institution shall be presented in writing to the institution within one year after the date...
• 711.235   Report of liquidation to director; disposition of remaining assets.
  (1) After the expiration of the time provided in ORS 711.230 for the filing of claims or if the board of directors has extended the...
• 711.240   Supervision and control by director.
  The Director of the Department of Consumer and Business Services shall supervise and control an institution in voluntary liquidation until the final report is filed...
• 711.245   [Repealed by 1973 c.797 §428]
• 711.250   Engaging in banking or trust business prohibited after liquidation, transfer of deposit liabilities or ceasing to do business for one year; dissolution.
  (1) An institution may not engage in banking business or transact trust business if the institution: (a) Goes into voluntary liquidation; (b) Is closed because...
• 711.305   [Amended by 1973 c.797 §246; repealed by 1997 c.631 §567]
• 711.310   [Amended by 1973 c.797 §247; 1975 c.544 §31; repealed by 1997 c.631 §567]
• 711.315   [Amended by 1973 c.797 §248; 1975 c.544 §32; 1991 c.249 §66; repealed by 1997 c.631 §567]
• 711.320   [Amended by 1973 c.797 §249; repealed by 1997 c.631 §567]
• 711.400   Supervision of liquidation by circuit court; called “supervising court.”
  The circuit court of the county in which the principal office of an institution is located: (1) Shall, as directed in ORS 711.400 to 711.615,...
• 711.405   When institution deemed insolvent; rules.
  An institution will be deemed insolvent when any of the following occurs: (1) The fair market value of the assets of the institution is insufficient...
• 711.410   Transfer of assets after commission of act of insolvency or in contemplation of insolvency; exceptions.
  Except for transfers by a bank depository or the State Treasurer of public funds or securities as required by ORS 295.001 to 295.108, all transfers...
• 711.415   Receiving deposits in excess of insurance while insolvent.
  A director, officer or employee of an Oregon stock bank shall not receive or permit to be received any deposit in excess of the insurance...
• 711.419   Taking possession of Oregon stock bank by director.
  After an Oregon stock bank commits an act of insolvency or the insurance required for its deposits under ORS 708A.405 is canceled by the insurer,...
• 711.420   [Repealed by 1973 c.797 §428]
• 711.425   [Repealed by 1973 c.797 §428]
• 711.430   Placing business in control of director; notice.
  (1) An institution may place its property and affairs under the control of the Director of the Department of Consumer and Business Services to be...
• 711.435   Resumption of business of institution placed in control of director.
  (1) If the Director of the Department of Consumer and Business Services determines upon taking charge of an institution that it is only temporarily short...
• 711.440   Receivers and assignments for benefit of creditors; notice to and action by director.
  (1) Notice shall be given to the Director of the Department of Consumer and Business Services before a receiver is appointed by any court or...
• 711.445   Notice of taking possession of institution; prohibition against liens subsequent to insolvency.
  (1) Upon taking possession of the property and business of an institution, the Director of the Department of Consumer and Business Services shall give written...
• 711.450   Prohibition against applying to enjoin director from continuing possession.
  An institution may not apply to the supervising court for an order requiring the Director of the Department of Consumer and Business Services to show...
• 711.455   [Repealed by 1973 c.797 §428]
• 711.460   [Repealed by 1973 c.797 §428]
• 711.465   Transfer of liquidation functions to Federal Deposit Insurance Corporation.
  (1) Upon taking possession of the business and property of an insolvent Oregon stock bank, the deposits of which are to any extent insured by...
• 711.470   Subrogation rights of Federal Deposit Insurance Corporation.
  If any Oregon stock bank in which the deposits are to any extent insured by the Federal Deposit Insurance Corporation is closed for the purpose...
• 711.475   Inventory of assets; filing notice of taking possession.
  Upon taking possession of the property of an institution to liquidate its affairs, the Director of the Department of Consumer and Business Services shall: (1)...
• 711.480   Sale of assets.
  (1) Upon order of the supervising court, the Director of the Department of Consumer and Business Services may: (a) Sell or compromise any bad or...
• 711.485   Borrowing funds to pay closed institution expenditures.
  The Director of the Department of Consumer and Business Services may, after the director has obtained the consent of the supervising court, borrow funds from...
• 711.490   Capital stock requirements of institution purchasing assets and assuming liabilities of insolvent institution.
  If the assets of an insolvent institution are sold to a new institution and the new institution assumes any or all of the deposit liabilities...
• 711.495   Action by director to collect balance due on stock or stock assessment.
  If an institution becomes insolvent and is taken in charge by the Director of the Department of Consumer and Business Services for liquidation, the director...
• 711.500   Liability of transferor of stock made in contemplation of insolvency; proceedings to relieve stockholder of liability prohibited.
  (1) Stockholders in an institution who have transferred their stock or registered the transfer of their stock within 60 days before the date of the...
• 711.505   Liability of fiduciary as stockholder; liability of estate and funds.
  A person holding stock of an institution as a fiduciary, as collateral security or in pledge, is not personally subject to any liability as a...
• 711.510   Deposit of money collected under ORS 711.495; security for deposit.
  (1) The moneys collected by the Director of the Department of Consumer and Business Services under ORS 711.495 shall be, from time to time, deposited...
• 711.515   “Depositor” defined; preferences among depositors.
  (1) As used in ORS 711.515 to 711.525, “depositor” includes purchasers or holders in due course of certificates of deposit, cashiers’ checks, certified checks, outstanding...
• 711.520   Priority of claimants against assets of Oregon stock bank that is insolvent or in liquidation.
  If an Oregon stock bank becomes insolvent or goes into voluntary or involuntary liquidation, the assets of the Oregon stock bank shall be applied in...
• 711.525   Interest on deposits after Oregon stock bank closes.
  Interest on unsecured interest-bearing deposits and on secured interest-bearing deposits other than public funds shall stop on the date any Oregon stock bank is placed...
• 711.530   Notice to creditors to present claims.
  The Director of the Department of Consumer and Business Services shall cause notice to be given by advertisement, in a newspaper of the choice of...
• 711.535   Verification and filing of claims; demand for preference.
  (1) All claims shall be verified and filed with the Director of the Department of Consumer and Business Services. If a claimant asserts a preference...
• 711.540   Approval or rejection of claims.
  (1) Within a reasonable time after the expiration of the time fixed in the notice to creditors, the Director of the Department of Consumer and...
• 711.545   Objection to approval of claims.
  (1) If a creditor of the closed institution or any interested party objects to the action of the Director of the Department of Consumer and...
• 711.550   Objection to rejection of claims.
  (1) If the Director of the Department of Consumer and Business Services rejects any claim in whole or in part, written notice of the rejection...
• 711.554   Procedure for determination of claims.
  (1) After the filing of objections under ORS 711.545 or the filing of the notice and other papers under ORS 711.550 and upon the motion...
• 711.555   [Repealed by 1973 c.797 §428]
• 711.560   Costs and disbursements in claim proceedings.
  A party to the proceedings upon any hearing provided for in ORS 711.554 shall not recover costs or disbursements from any other party. [Amended by...
• 711.565   Claims presented after time expired.
  Depositors’ claims presented and allowed after the expiration of the time fixed in the notice to creditors may be paid the amount of all prior...
• 711.567   Supervising court to bar claims to facilitate closing.
  To facilitate the final closing of the liquidation of the institution, the supervising court may, by order, bar all claims at any time after one...
• 711.570   Lists of claims.
  (1) Upon the expiration of the time fixed under ORS 711.530 for the presentation of claims, the Director of the Department of Consumer and Business...
• 711.572   Liability of directors for distributing assets without payment of known debts.
  The directors of an institution who vote for or assent to any distribution of assets of the institution to its stockholders during the liquidation of...
• 711.575   Dividends to depositors.
  At any time after the expiration of the date fixed for the presentation of claims under ORS 711.530 the Director of the Department of Consumer...
• 711.577   Death of depositor; payment of claim.
  (1) Any person who would be entitled to withdraw a deposit under ORS 708A.430 may claim the deposit and receive dividends thereon, or if claim...
• 711.580   Safety deposit boxes; removal of property.
  (1) If an institution, at the time the Director of the Department of Consumer and Business Services takes possession of its property and business, has...
• 711.582   Disposition of contents of safety deposit boxes.
  (1) If property is not removed within six months after the time fixed by the notice of the Director of the Department of Consumer and...
• 711.585   Selection of agents to wind up affairs of institution; bond or letter of credit; duties of agent.
  (1) When the Director of the Department of Consumer and Business Services has paid to each depositor and creditor of the institution whose claim as...
• 711.590   Disposition of unclaimed deposits; interest.
  (1) Two years after the date of the final order closing the liquidation of an institution, the Director of the Department of Consumer and Business...
• 711.595   Destruction of liquidation records in possession of director.
  If any files, records, documents, books of account or other papers have been taken over and are in the possession of the Director of the...
• 711.600   Liquidation expenses.
  The expenses incurred by the Director of the Department of Consumer and Business Services in the liquidation of an institution include the expenses of all...
• 711.605   Petitions relating to insolvent institutions; ruling by director; court review.
  Any petition relating to an insolvent institution, except a petition by the Director of the Department of Consumer and Business Services, shall be filed with...
• 711.610   [Repealed by 1973 c.797 §428]
• 711.615   Court filing fees.
  Fees shall not be charged for the filing in the supervising court by the Director of the Department of Consumer and Business Services, the deputies...
• 711.620   Suspending or restricting payment of liabilities; duration.
  (1) The Director of the Department of Consumer and Business Services may order an Oregon stock bank to suspend or restrict the payment of its...
• 711.625   Taking possession of Oregon stock bank by director; powers of director; expenses.
  (1) When the order mentioned in ORS 711.620 takes effect, the Director of the Department of Consumer and Business Services shall immediately take possession of...
• 711.630   Pro rata withdrawals by depositors.
  While the Oregon stock bank is in the possession of the Director of the Department of Consumer and Business Services under ORS 711.625, the director...
• 711.635   Receiving new deposits; segregation.
  (1) While the Oregon stock bank is in the possession of the Director of the Department of Consumer and Business Services under ORS 711.625, the...
• 711.640   Termination of suspension or restriction on payment of liabilities.
  (1) The Director of the Department of Consumer and Business Services may, by order, on a date fixed by the order and at least 10...
• 711.645   Notice of termination of suspension or restriction on payment of liabilities.
  (1) At least 10 days before the date on which the suspension or restriction on the payment of liabilities is terminated, the Director of the...
• 711.650   Segregation of deposits until termination notice has been given.
  If the Director of the Department of Consumer and Business Services removes the restrictions or suspensions on the payment of liabilities of any Oregon stock...
• 711.655   Use of suspended deposits to pay indebtedness of depositor.
  Nothing in ORS 711.620 to 711.670 prevents the assignment of a suspended deposit liability or the application of all or a part of a suspended...
• 711.660   Assignment or transfer of capital stock while payment of liabilities suspended or restricted.
  While the payment of the liabilities of any Oregon stock bank is suspended or restricted under ORS 711.620, an assignment or transfer of the capital...
• 711.665   Suspension or restriction of liability payment not evidence of insolvency.
  An order of the Director of the Department of Consumer and Business Services under ORS 711.620 to 711.670 or the taking possession of the assets...
• 711.670   Compliance with ORS 711.620 to 711.670 as defense to depositor’s action.
  Compliance with the terms and conditions of ORS 711.620 to 711.670 and orders and rules promulgated as a result of ORS 711.620 to 711.670 is...
• 711.980   Civil penalties.
  Any person who violates ORS 711.415 shall forfeit and pay to the State Treasurer to be deposited in the Consumer and Business Services Fund a...
• 711.990   [Amended by 1973 c.797 §304; repealed by 1975 c.544 §62]

Last modified: August 7, 2008