Article 3.5. Sale Of Whole Business Unit Of California State Independent Trust Company To Uninsured Foreign (other State) State Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 3. >> Article 3.5.

In this article, unless the context otherwise requires, "sale" means any sale described in Section 4876.02.

With the approval of the commissioner, a California state independent trust company may sell its whole business unit to an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the purchaser's domicile.

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

A seller shall file the following with the commissioner:
  (a) A copy of the agreement of sale.
  (b) An officers' certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849.
  (c) An officers' certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849.
  (d) An application for approval of the sale.

If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:
  (a) That the shareholders' equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.
  (b) That the directors and executive officers of the purchaser will be satisfactory.
  (c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.
  (d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm's-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.

After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time except that, if the law of the purchaser's domicile provides for the sale to become effective at a later time, it shall become effective at the later time.

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 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, 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 officers' 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.