362.330. Bank may sell whole or any part of its assets or business--procedure. - Missouri Statutes

Bank may sell whole or any part of its assets or business--procedure.

362.330. 1. Any bank or trust company doing a banking business maysell the whole or any part of the assets or business or the whole or anypart of the business of its banking department to any other bank or trustcompany, state or national or to any association; provided, that the saleshall in nowise impair, defeat or defraud any creditor of the bank or trustcompany.

2. No state bank or trust company shall enter into the sale orpurchase as seller, except after obtaining the consent of the stockholdersof record holding at least two-thirds of the outstanding capital stock,except where the sale shall, in the opinion of the director of finance, bedeemed a public necessity or advantage. The consent may be expressedeither in writing executed and acknowledged by the stockholders or by avote at a stockholders' meeting called for that purpose, notice of whichshall be given by mailing notice thereof to each stockholder of record atthe stockholder's last known address as shown by the records of the bank ortrust company, at least twenty days prior to the meeting. The notice shallstate the time and place of holding of the meeting and a brief and concisestatement of the objects and purposes thereof.

3. No sale or purchase shall be made without the consent of thedirector of finance. The director of finance may, before granting thedirector's consent thereto, cause an examination to be made of each of theassociations, banks or trust companies involved, the expense of which shallbe paid by the associations, banks or trust companies and shall not exceedfifteen dollars per day for each examiner and the actual expense incurredwhile making the examination.

4. The director of finance shall, before granting the director'sconsent, require each of the associations, banks or trust companies to filecertified copies of all proceedings of its directors' and stockholders'meetings relating to the transaction, showing a full compliance with therequirements of this section, and also copies of any agreement oragreements which may have been entered into between the associations, banksor trust companies; and all sales and transfers of assets made under theprovisions of this section shall be valid notwithstanding the provisions ofsection 361.330, RSMo. As used in this section, the term "association" hasthe same meaning as provided in subdivision (3) of section 369.014, RSMo.

(RSMo 1939 § 7974, A.L. 1951 p. 294, A.L. 1967 p. 445, A.L. 1995 H.B. 63, et al.)

Prior revision: 1929 § 5379

CROSS REFERENCE:

Corporation not to make assignment of assets, RSMo 361.330