Article 3. Conversion Of California State Depository Corporation Into Federal Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 5. >> Article 3.

In this article, unless the context otherwise requires, "conversion" means any of the conversions described in Section 4961.

(a) A California state bank may convert into a national banking association pursuant to this article and federal law.
  (b) A California state depository corporation of any class may convert into a federal depository corporation of another class pursuant to this article and federal law.

(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 conversion of a California state bank.
  (b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts the conversion of a California state savings and loan association.
  (c) No provision of Division 7 (commencing with Section 18000), except the provisions of Chapter 10 (commencing with Section 18660) of Division 7, prohibits or restricts the conversion of a California industrial loan company.

(a) A converting depository corporation shall make a plan of conversion, stating:
  (1) That the converting depository corporation shall be converted into the resulting depository corporation.
  (2) Proposed articles of the resulting depository corporation.
  (3) Manner of converting the securities of the converting depository corporation into securities of the resulting depository corporation.
  (4) Such other provisions as may be appropriate.
  (b) (1) The plan of conversion shall be approved by the board of the converting depository corporation, and the principal terms of the plan of conversion shall be approved by the outstanding shares of the converting depository corporation.
  (2) (A) Any amendment to the plan of conversion shall be approved by the board of the converting depository corporation and, if the amendment changes any of the principal terms of the plan of conversion, by the outstanding shares of the converting depository corporation.
  (B) If the plan of conversion is amended and if the amendment is approved as required by subparagraph (A), the plan of conversion, as thus amended, shall constitute the plan of conversion.
  (3) Any approval of the outstanding shares of the converting depository corporation required by this subdivision may be given before or after the approval of the board of the converting depository corporation.
  (c) The board of the converting depository corporation may, in its discretion and without further approval of the outstanding shares, abandon the conversion at any time before the conversion becomes effective.

A conversion shall have the same effect as provided in Section 4950 in the case of a conversion of the type defined in Section 4940.

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 by the commissioner to the converting depository corporation; and
  (b) File with the commissioner such report of the conversion as the commissioner may require.

(a) After a conversion becomes effective, the resulting depository corporation may issue an officers' certificate, 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.

(a) Within 60 days after a conversion, the resulting depository corporation shall file with the Secretary of State an officers' certificate reciting the name of the converting depository corporation, the name of the resulting depository corporation, the effective date of the conversion, and that the conversion has been completed in compliance with the provisions of federal law. The Secretary of State shall enter the fact of the conversion on the Secretary of State's corporation records for the converting depository corporation, and the converting depository corporation shall thereafter not be deemed to be a corporation organized under the laws of this state.
  (b) As to any conversion, whenever effected, if an officers' certificate has not been filed pursuant to subdivision (a) within 60 days after the completion of the conversion, the commissioner may file a report with the Secretary of State setting forth, to the extent the commissioner has knowledge he or she considers reliable, the recitals specified in subdivision (a), and the Secretary of State shall record the fact of the conversion with the same effect as provided in subdivision (a).