COMMITTEE SUBSTITUTE
FOR
H. B. 4426
(By Delegates R. M. Thompson, H. White,
Kominar and Harrison)
(Originating in the Committee on Finance)
[February 25, 2002]
A BILL to amend chapter thirty-one-a of the code of West Virginia,
one thousand nine hundred thirty-one, as amended, by adding
thereto a new article, designated article four-a, relating to
the conversion of national banks to state-chartered banks.
Be it enacted by the Legislature of West Virginia:
That chapter thirty-one-a of the code of West Virginia, one
thousand nine hundred thirty-one, as amended, be amended by adding
thereto a new article, designated article four-a to read as
follows:
ARTICLE 4A. CONVERSION OF NATIONAL BANKS TO STATE-CHARTERED BANKS.
§31A-4A-1. Conversion of national bank into state bank authorized.
Any bank organized under the laws of the United States may, by
a majority vote of the directors of the bank, convert into a state
bank with any name approved by the board of banking and financial
institutions in accordance with this article.
§31A-4A-2. Procedure for conversion of national bank into state
bank.
(a) A national bank converting its charter to become a state
bank shall file an application with the division on a form
prescribed by the commissioner along with articles of
incorporation, by-laws for the proposed state bank and a check for
two thousand five hundred dollars. The application shall declare
that a majority of the national bank's board of directors has
authorized the representatives of the bank to make such application
and to convert the national bank into a state bank.
(b) The application to convert to a state bank shall be
subject to the same requirements and procedures as established for
a newly organizing state bank at sections five, six and seven,
article four of this chapter.
(c) The examination and investigation by the board of banking
and financial institutions pursuant to section six, article four of
this chapter shall include an examination of the safety and
soundness of the applicant national bank. The scope of the
examination shall be determined at the discretion of the
commissioner.
§31A-4A-3. Effect of conversion of national bank into state bank.
(a) When the board of banking and financial institutions has
given to the bank an order that the provisions of this article have been complied with, the bank and all its stockholders, officers and
employees shall have the same powers and privileges and shall be
subject to the same duties, liabilities and regulations, in all
respects, as shall have been prescribed for banks originally
organized as banking corporations under the laws of West Virginia.
(b) At the time when such conversion of the national bank into
a state bank, under the charter of the latter, becomes effective,
all the property of the national bank, including all its rights,
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 appertaining to it or which
would inure to it, shall immediately, by act of law and without any
conveyance or transfer and without any further act or deed, be
vested in and become the property of the state bank, which shall
have, hold and enjoy the same in its own right as fully and to the
same extent as if the same were possessed, held and enjoyed by the
national bank.
(c) Upon such conversion becoming effective, the state bank
shall be considered to be a continuation of the entity and of the
identity of the national bank and all the rights, obligations and
relations of the national bank to or in respect to any person,
estate, creditor, depositor, trustee or beneficiary of any trust shall remain unimpaired. The state bank, as of the time the
conversion takes place, shall succeed to all such rights,
obligations, relations and trusts and the duties and liabilities
connected therewith and shall execute and perform each and every
trust or relation in the same manner as if the state bank had
itself originally assumed the trust or relation, including the
obligations and liabilities connected therewith.
(d) Any reference to the national bank in any contract, will
or document shall be considered a reference to the state bank
unless expressly provided to the contrary in the contract, will or
document.
§31A-4A-4. Filing of incorporation.
After the board of banking and financial institutions issues
an order granting a state charter to the converting national bank,
the bank shall file in the office of the secretary of state a
certificate of incorporation in compliance with the applicable
provisions of chapter thirty-one of this code and section five,
article four of this chapter.
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