Article 1. Conversion Of California State Depository Corporation Into California State Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 5. >> Article 1.

In this article, unless the context otherwise requires, "conversion" means any of the conversions described in Section 4921.

With the approval of the commissioner, a California state depository corporation of any class may convert into a California state depository corporation of another class pursuant to this article.

(a) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its articles as may be necessary to carry out the conversion. Section 904 of the Corporations Code shall not apply to the amendments.
  (b) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its bylaws as may be necessary to carry out the conversion. The amendments shall not take effect until they are approved by the commissioner and the conversion becomes effective.

In obtaining the approval of outstanding shares or shareholders required for any amendment to articles or bylaws called for in Section 4922, a converting depository corporation shall provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

A converting depository corporation shall file with the commissioner an application for approval of the conversion.

If the commissioner finds all of the following with respect to an application for approval of a conversion, the commissioner shall approve the application:
  (a) That the shareholders equity of the resulting depository corporation will be adequate and that the financial condition of the resulting depository corporation will be satisfactory.
  (b) That the directors, executive officers, and any controlling person of the resulting corporation will be satisfactory.
  (c) That the name of the resulting depository corporation will not resemble so closely as to be likely to cause confusion the name of any other bank, savings association, or industrial loan company, as the case may be, that is transacting or has recently transacted business in this state.
  (d) That the resulting depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the resulting depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.
  (e) In the case of a conversion of a California state savings association, that the conversion will not have a seriously adverse effect on the total availability of financing for housing in any market area of the converting savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the conversion in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the resulting depository corporation to make financing for housing available. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion.

After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall approve the amendments to the articles of the converting depository corporation called for in Section 4922, endorse the approval on the certificate of amendment or other instrument containing the amendments, and specify the time at which the certificate of amendment or other instrument is to be filed with the Secretary of State. The certificate of amendment or other instrument shall be filed with the Secretary of State at the time so specified by the commissioner, and at the time of the filing, the conversion shall become effective for all purposes.

When a conversion becomes effective, the commissioner shall:
  (a) (1) In case the resulting depository corporation is a California state bank, issue to the resulting depository corporation a certificate of authority authorizing it to transact commercial banking business or commercial banking business and trust business, as the case may be.
  (2) In case the resulting depository corporation is a California state savings association, issue to the resulting depository corporation a license authorizing it to transact business as a state savings association.
  (3) In case the resulting depository corporation is a California industrial loan company, issue to the resulting depository corporation a certificate of authority authorizing it to transact business as an industrial loan company.
  (b) In any case, issue to the resulting depository corporation certificates of authority, licenses, or other appropriate authorizations for the branch offices, places of business, extensions of offices, and other facilities, if any, that the converting depository corporation was operating and that the resulting depository corporation is to continue to operate.

Promptly after a conversion becomes effective, the resulting depository corporation shall:
  (a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to the converting depository corporation by the commissioner; and
  (b) File with the commissioner such report regarding the conversion as the commissioner may require.

(a) After a conversion becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the converting depository corporation converted into the resulting depository corporation and specifying the time at which the conversion became effective.
  (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the conversion and of the regularity of the proceedings taken for the conversion and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.