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
(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
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