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Minnesota Legislature

Office of the Revisor of Statutes

49.44 NATIONAL BANKING ASSOCIATION; CONVERSION, MERGER,
CONSOLIDATION; STATE BANK.
A national banking association which is located in this state and which has taken the
corporate action required therefor by the laws of the United States may convert into a state bank
upon complying with the provisions applicable to the organization of a state bank except as herein
otherwise provided. In such case the certificate of incorporation and the application for a certificate
authorizing the proposed bank to transact business shall be executed by a majority of the directors
of the national banking association and in addition thereto there shall be filed with the application
a copy of the plan of conversion and a certificate signed by the president and the cashier of the
national banking association setting forth the corporate action taken by the national banking
association authorizing the conversion. The Department of Commerce may, at its discretion,
dispense with the notice and hearing provided in section 46.041, if the granting of the certificate
of authority will not increase the number of banks in the community affected. No certificate of
deposit of an amount equal to the capital stock of the proposed bank shall be required but the
president and the cashier of the national banking association shall certify to the commissioner of
commerce that the association has a paid in and unimpaired capital not less than that specified in
the certificate of incorporation of the proposed bank. Upon the conversion of a national banking
association into a state bank as herein provided, the corporate existence of the national banking
association shall be merged into that of the state bank and all and singular its rights, privileges,
and franchises and its right, title, and interest in and to all property of whatsoever kind, whether
real, personal, or mixed, and all things in action and every right, privilege, interest, or asset of
conceivable value or benefit then existing which inure to it under an unconverted existence shall
be deemed fully and finally transferred to and vested in the state bank without further act or deed
and the state bank shall have and hold the same in its own right as fully as the same was possessed
and held by the national banking association from which it was by operation hereof transferred.
Its rights, obligations, and relations to any person, creditor, depositor, trustee, or beneficiary of
any trust shall remain unimpaired and the state bank into which it shall have been converted shall
succeed to these relations, obligations, trusts, and liabilities and shall execute and perform all
such trusts in the same manner as though it had itself assumed the relation or trust or incurred the
obligation or liability and its liabilities and obligations to creditors existing for any cause shall
not be impaired by the conversion, nor shall any obligation or liability of any stockholder of the
national banking association be affected by such conversion, but these obligations and liabilities
shall continue as fully and to the same effect as existed before the conversion. The state bank shall
become without further act or deed the successor of the national banking association in any and
all fiduciary capacities in which the national banking association may be acting at the time of the
conversion and shall be liable to all beneficiaries as fully as if the national banking association
had continued its existence as such. If the national banking association shall be nominated or
appointed or shall have been nominated or appointed as executor, guardian, administrator, agent
or trustee, or in any other trust relation or fiduciary capacity in any will, trust agreement, trust
conveyance or any other conveyance, order or judgment of any court or any other instrument prior
to the conversion, even though the will or other instrument shall not become operative or effective
until after the conversion shall have become effective, every such office, trust relationship,
fiduciary capacity, and all of the rights, powers, privileges, duties, discretions, and responsibilities
so provided to devolve upon, vest in, or inure to the national banking association so nominated or
appointed shall fully and in every respect devolve upon, vest in, and inure to and be exercised by
the state bank into which the national banking association shall have been converted.
History: 1951 c 99 s 3; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1987 c 384 art 2 s 13