Article 3. Sale Of Whole Business Unit To Federal Depository Corporation, California Federally Licensed Foreign (other Nation) Bank, Or Insured Foreign (other State) State Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 3. >> Article 3.

In this article, unless the context otherwise requires, "sale" means any of the sales described in Section 4871.

(a) A California state bank may sell its whole business unit to a national banking association, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state bank pursuant to (1) this article, (2) in case the purchaser is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state bank, the law of the foreign bank's domicile.
  (b) A California industrial loan company may sell its whole business unit to an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the foreign industrial loan company's domicile.
  (c) A California state depository corporation of any class may sell its whole business unit to a federal depository corporation of another class, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state depository corporation, the law of the domicile of the foreign bank or foreign depository corporation.

(a) No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts a sale in a case where the seller is a California state bank or a California industrial loan company.
  (b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts a sale in a case where the seller is a California state savings and loan association.

A sale is subject to the provisions of Sections 4847 to 4850, inclusive, and 4852 as if the sale were a sale of the type defined in Section 4845.

A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845.

Promptly after a sale becomes effective:
  (a) The seller shall:
  (1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner.
  (2) File with the commissioner any report of the sale that the commissioner may require.
  (b) The seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.

(a) After a sale becomes effective, the seller or purchaser may issue an officer's certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.
  (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.