604-A - Transfer of fiduciary relationships of a banking institution. - New York Statutes

§ 604-a. Transfer of fiduciary relationships of a banking institution. 1. If any banking institution, including a bank or trust company, national banking association, savings bank, savings and loan association, federally chartered savings bank, federally chartered savings and loan association, located in this state, shall have transferred all or substantially all of its assets to another banking institution in a transaction subject to this chapter pursuant to a written agreement between the transferor and transferee corporations whereby the transferee corporation has assumed the deposit liabilities, if any, of the transferor corporation and has agreed to assume all fiduciary relationships of the transferor corporation, the transferee corporation may file in the office of the superintendent a certificate in its name and under its corporate seal, signed by its president, secretary or cashier, setting forth a copy of such agreement and stating that the transferee corporation assumes all of the fiduciary relationships of the transferor corporation pursuant to the provisions of this section; provided, however, that such certificate shall not be filed unless the approval of the superintendent shall have been endorsed thereon or annexed thereto before filing. 2. Upon the filing of such certificate in the office of the superintendent, all of the property, rights, powers and franchises of the transferor corporation as fiduciary shall vest in the transferee corporation and the transferee corporation shall be deemed to have assumed all of the debts, liabilities, obligations and duties of the transferor corporation as fiduciary, and to have succeeded to all the fiduciary relationships of the transferor corporation, as fully and with the same effect as is provided in sections one hundred thirty-six-c and six hundred two in the case of a merger, and any reference to the transferor corporation as fiduciary in any capacity, contained in any contract, will or document, whether executed or taking effect before or after the filing of such certificate in the office of the superintendent, shall be considered a reference to the transferee corporation if not inconsistent with the other provisions of the contract, will or document. 3. For the purposes of this section the fiduciary relationships of the transferor shall include all relationships as agent, trustee, guardian, receiver, committee, conservator, executor, administrator, or other fiduciary in any capacity or for any purpose mentioned in section one hundred, and all relationships of the transferor as bailee or depositary of personal property. 4. This section shall not be deemed to authorize a transferee corporation to assume any fiduciary relationship of a kind which it would not otherwise have power to undertake and perform. Nothing in this section shall be deemed to authorize any such transferee corporation to maintain as its own office any office previously maintained by the transferor corporation, and authority, if any, to maintain any such office shall be governed by the applicable provisions of law other than this section. This section shall not be deemed to apply to contracts of the transferor for the leasing of safe deposit boxes or vaults.