Article 3. Merger Into 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 4. >> Article 3.

In this article, unless the context otherwise requires, "merger" means any of the mergers described in Section 4901.

(a) A California state bank may merge into 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 surviving bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving bank 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 merge into 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 merge into 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 surviving depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving depository corporation 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 the merger of a California state bank or California industrial loan company.
  (b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts the merger of a California state savings and loan association.

A merger is subject to the provisions of Section 1108 of the Corporations Code.

A merger shall have the same effect as provided in Section 1107 of the Corporations Code and as provided in Section 4889 in the case of a merger of the type defined in Section 4880.

Promptly after a merger becomes effective, the surviving depository corporation shall:
  (1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation; and
  (2) File with the commissioner such report of the merger as the commissioner may require.

(a) After a merger becomes effective, the surviving depository corporation may issue an officer's certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.
  (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.