Financial Code — Part 13 | FIN — United States — California law | Esheria

Financial Code

Part 13 of 17 · provisions 2,401–2,600

This section says the act may be cited as the Financial Code.

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The commissioner must let certain debt collectors keep operating if they applied before January 1, 2023, and may issue a conditional license while an application is pending. Local governments in this state may not require a debt collector to be licensed or to register as a debt collector. This division is named the Debt Collection Licensing Act and may be cited by that name. A person may not do debt collection business in this state without first getting a license, and the license is tied to the principal place of business and cannot be transferred or assigned. This section defines key terms used in the Debt Collection Licensing Act.

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Provisions of Financial Code

Showing 200 of 3,273

  1. 4058.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. )

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    This section preserves state departments’ or agencies’ authority to regulate financial institutions within their jurisdiction.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. ) ## 4058. Nothing in this division shall be construed as altering or annulling the authority of any department or agency of the state to regulate any financial institution subject to its jurisdiction. (Added by Stats. 2003, Ch. 241, Sec. 1. Effective January 1, 2004. Section operative July 1, 2004, pursuant to Section 4060.)
  2. 4058.5.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. )

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    This division overrides local ordinances and regulations about financial institutions’ use and sharing of nonpublic personal information, and it applies both forward and backward in time.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. ) ## 4058.5. This division shall preempt and be exclusive of all local agency ordinances and regulations relating to the use and sharing of nonpublic personal information by financial institutions. This section shall apply both prospectively and retroactively. (Added by Stats. 2003, Ch. 241, Sec. 1. Effective January 1, 2004. Section operative July 1, 2004, pursuant to Section 4060.)
  3. 4058.7.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. )

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    An insurer may combine certain required forms, if the combined form meets the stated requirements.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. ) ## 4058.7. Nothing in this division shall prevent an insurer, as defined in Section 23 of the Insurance Code, from combining the form required by subdivision (d) of Section 4053 with the form required pursuant to Article 6.6 (commencing with Section 791) of Chapter 1 of Part 2 of Division 1 of the Insurance Code and state regulations implementing the provisions of that article, provided that the combined form meets the requirements contained in paragraph (1) of subdivision (d) of Section 4053. (Added by Stats. 2003, Ch. 241, Sec. 1. Effective January 1, 2004. Section operative July 1, 2004, pursuant to Section 4060.)
  4. 4059.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. )

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    This section says the division is severable, so if part of it is invalid or preempted by federal law or regulation, the rest still stands.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. ) ## 4059. The provisions of this division shall be severable, and if any phrase, clause, sentence, or provision is declared to be invalid or is preempted by federal law or regulation, the validity of the remainder of this division shall not be affected thereby. (Added by Stats. 2003, Ch. 241, Sec. 1. Effective January 1, 2004. Section operative July 1, 2004, pursuant to Section 4060.)
  5. 406.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner must annually collect an assessment from national and out-of-state banks that operate trust departments in California.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 406. The commissioner shall annually collect from national banking associations and foreign (other state) banks operating trust departments in this state an annual assessment to meet expenses of the department, not exceeding one one-hundredth of 1 percent of the amount required by law to be deposited with the Treasurer as surety for the faithful performance and execution of all court and private trusts accepted by them. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  6. 4060.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. )

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    This division becomes operative on July 1, 2004.

    ## Financial Code - FIN ## DIVISION 1.4. CALIFORNIA FINANCIAL INFORMATION PRIVACY ACT [4050 - 4060] ( Heading of Division 1.4 renumbered from Division 1.2 by Stats. 2011, Ch. 243, Sec. 6. ) ## 4060. This division shall become operative on July 1, 2004. (Added by Stats. 2003, Ch. 241, Sec. 1. Effective January 1, 2004. Note: This section prescribes a delayed operative date for Division 1.2 (later renumbered to 1.4) as added by Stats. 2003, Ch. 241, commencing with Section 4050.)
  7. 407.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    When the commissioner makes an assessment under Sections 405 or 406, the commissioner must set the due date and send each assessed bank and trust company an invoice showing the amount and due date.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 407. Whenever the commissioner makes an assessment pursuant to Section 405 or 406, the commissioner shall fix the date when the assessment is due and payable and shall mail or otherwise deliver to each bank and trust company assessed an invoice showing the amount of its assessment and the date when the assessment is due and payable. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  8. 408.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner must collect and assess an examination fee from each bank authorized to engage in the trust business, send an invoice to the institution, and the institution must pay within 30 days.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 408. The commissioner, in addition to the annual assessment, shall collect from each bank authorized to engage in the trust business, to defray the cost of examination, a fee for the examination, as determined by the commissioner. In determining the fee, the commissioner may use the estimated average hourly cost, including, but not limited to, overhead, for all persons performing the examination, plus, if in the opinion of the commissioner it is necessary for any examiner engaged in the examination to travel outside this state, the travel expenses of the examiner. The commissioner shall assess the fee upon completion of the examination of the trust company or trust business and shall mail or otherwise deliver an invoice for the fee to the institution. The institution shall pay the fee within 30 days after the invoice is mailed or otherwise delivered to it. (Amended by Stats. 2025, Ch. 20, Sec. 7. (AB 137) Effective June 30, 2025.)
  9. 409.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    If a bank or trust company does not timely pay an assessment under Sections 405, 406, or 408, the commissioner may cancel its certificate of authority or impose a civil penalty.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 409. If any bank or trust company fails to make timely payment of any assessment made pursuant to Section 405, 406, or 408, the commissioner may, in the commissioner’s sole discretion, (a) cancel the certificate of authority of the bank or trust company to conduct a banking or trust business or (b) levy a civil penalty pursuant to Section 329. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  10. 410.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The State Banking Fund is converted into a separate account called the State Banking Account, and its money, assets, and liabilities are transferred to that account.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 410. As of the operative date of this section: (a) The State Banking Fund is converted into a separate account in the Financial Institutions Fund and designated as the State Banking Account. (b) All moneys and other assets and all liabilities of the State Banking Fund shall be transferred to the State Banking Account. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  11. 4100.

    ## Financial Code - FIN ## DIVISION 1.5. FINANCIAL INSTITUTIONS [4100- 4100.] ( Heading of Division 1.5 renumbered from Division 1.3 by Stats. 2011, Ch. 243, Sec. 7. )

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    A supervised financial institution must not reissue a consumer deposit account number to a customer if that number was previously used by another customer, until at least three years after the other account was closed.

    ## Financial Code - FIN ## DIVISION 1.5. FINANCIAL INSTITUTIONS [4100- 4100.] ( Heading of Division 1.5 renumbered from Division 1.3 by Stats. 2011, Ch. 243, Sec. 7. ) ## 4100. On or after July 1, 2006, a supervised financial institution shall not issue a consumer deposit account number to a customer, if that account number was previously held by another customer of the institution, until at least three years have passed since the account of the other customer was closed. For purposes of this section, “consumer deposit account number” means an account number that the financial institution uses to identify a natural person’s checking account or share draft account established primarily for personal, family, or household purposes and that includes the routing number of that institution that is used to identify the institution responsible for the payment of negotiable instruments. (Added by Stats. 2005, Ch. 340, Sec. 1. Effective January 1, 2006.)
  12. 411.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The department’s salaries and other expenses are generally paid from the State Banking Account in the Financial Institutions Fund, except as Sections 413 or 414 provide otherwise.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 411. Except as otherwise provided in Section 413 or 414, all salaries and other expenses of the department, other than those incurred in administering laws relating to savings associations or the savings association business, credit unions or the credit union business, industrial banks, the industrial banking business, insurance premium finance agencies, the insurance premium finance business, or Article 2 (commencing with Section 53630) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code, shall be paid out of the State Banking Account in the Financial Institutions Fund. Salaries and other expenses incurred in the liquidation or conservation of any bank (other than an industrial bank) or of any person licensed under Division 1.2 (commencing with Section 2000) or Division 15 (commencing with Section 31000), including the compensation of employees of the department to the extent that they are engaged in that liquidation or conservation, if possible, and if advanced from the State Banking Account in the Financial Institutions Fund, shall constitute a first charge against the assets of the bank or licensee, as the case may be. Salaries and other expenses incurred in the liquidation or conservation of any industrial bank, including the compensation of employees of the department to the extent that they are engaged in that liquidation or conservation, if possible, and if advanced from the Industrial Bank Account in the Financial Institutions Fund, shall constitute a first charge against the assets of the industrial bank. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  13. 412.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner must deliver most money the commissioner receives or collects to the Treasurer, and the Treasurer must deposit it into the State Banking Account of the Financial Institutions Fund.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 412. The commissioner shall deliver all moneys received or collected by the commissioner under Section 405, 406, or 408 or otherwise, other than moneys received or collected by the commissioner under laws relating to savings associations, the savings association business, credit unions, the credit union business, industrial banks, the industrial banking business, insurance premium finance agencies, the insurance premium finance business, or Article 2 (commencing with Section 53630) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code, to the Treasurer, who shall deposit the moneys to the credit of the State Banking Account of the Financial Institutions Fund. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  14. 413.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner may charge certain financial funds and programs their pro rata share of department expenses, and those shares must be paid as ordered by the commissioner.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 413. (a) In this section, “assessment statute” means any statute that authorizes the commissioner to make or collect an assessment (other than a fine) on financial institutions, including the following: (1) Sections 405 to 407, inclusive. (2) Section 2042. (3) Article 2 (commencing with Section 8030) of Chapter 7 of Division 2. (4) Article 4 (commencing with Section 14350) of Chapter 3 of Division 5. (5) Section 1533. (b) The commissioner may charge to and collect from the Financial Institutions Fund, the Credit Union Fund, each of the accounts included in the Financial Institutions Fund, and each of the programs included in the State Banking Account an amount equal to the fund’s, account’s, or program’s pro rata share of those expenses of the department which, in the opinion of the commissioner, it is not feasible to attribute to any single one of the funds, accounts, or programs. The fund’s, account’s, or program’s pro rata share shall be determined and paid in the manner and at the time ordered by the commissioner. (c) The provisions of any assessment statute that authorize the commissioner to make or collect an assessment for the purposes specified in the assessment statute include authority for the commissioner to make and collect an assessment for the additional purpose of providing money in an amount that will, in the commissioner’s judgment, be sufficient to make payments that may be required under subdivision (b). (Amended by Stats. 2013, Ch. 334, Sec. 25. (SB 537) Effective January 1, 2014.)
  15. 414.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner may pay department expenses from specified accounts and funds during a fiscal year, but must reimburse an account or fund if an expense was paid from a source that was not otherwise permitted.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 3. Department of Financial Protection and Innovation [300 - 414] ( Heading of Chapter 3 amended by Stats. 2022, Ch. 452, Sec. 98. ) ## ARTICLE 6. State Banking Account [405 - 414] ( Article 6 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 414. Notwithstanding any other provision of this code or of Section 53667 of the Government Code, the commissioner may, at any time during a fiscal year, pay any expense of the department from any of the following accounts and funds: the State Banking Account, the Savings and Loan Account, the Industrial Bank Account, the Financial Institutions Fund, the Credit Union Fund, and the Local Agency Deposit Security Fund. However, if the commissioner pays an expense of the department from an account or fund from which the expense is not, except for this section, permitted to be paid, the commissioner shall, as of a date within that fiscal year, reimburse the account or fund from which the expense was paid by making a transfer from the account or fund from which the expense would have been permitted to be paid. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  16. 450.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner may share information with certain governmental agencies and with some other specified persons, including in cases involving financial institutions, loan programs, business-activity regulation, suspected crimes, and licensees.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 450. (a) In this section, “governmental agency” includes, without limitation, any agency of this state, of any other state of the United States, of the United States, or of any foreign nation. (b) The commissioner may furnish information to a governmental agency that regulates financial institutions. (c) The commissioner may furnish to a governmental agency that administers a loan guarantee or similar program, information relating to a person who participates in the program. (d) The commissioner may furnish to a governmental agency that regulates business activities, other than the type described in subdivision (b), information relating to any of the following: (1) A suspected violation of a law administered by the agency. (2) A person involved in an application to the agency for a license, approval, or other authorization. (e) The commissioner may furnish to a governmental agency that is a law enforcement agency information relating to a suspected crime. (f) The commissioner may furnish information to any person who provides share insurance or guaranty of the shares of a credit union in accordance with Section 14858, 16004, or 16503. (g) The commissioner may furnish confidential information regarding a licensee to the directors, officers, employees, attorneys, accountants, and consultants of that licensee in accordance with Section 452. (h) This section does not prescribe the only circumstances under which the commissioner may furnish information. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  17. 451.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    A foreign financial regulatory agency may examine a licensee and its offices only with the commissioner’s prior approval and if the agency has a regulatory interest in the licensee.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 451. With the prior approval of the commissioner, a foreign (other state) or foreign (other nation) financial institutions regulatory agency may examine a licensee and any of its offices, provided that the agency has a regulatory interest in the licensee. Any regulatory agency approved by the commissioner under this section shall be considered a supervisory agency under subdivision (f) of Section 7480 of the Government Code. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  18. 452.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    Certain licensee insiders may not disclose confidential information from the commissioner, except for listed legal and regulatory disclosures and other written authorization; improper disclosure can trigger a civil penalty.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 452. (a) Directors, officers, employees, attorneys, accountants, or consultants of a licensee may not disclose in any manner to any person confidential information regarding the licensee received from the commissioner. The prohibition in this section shall not apply to disclosures of confidential information by directors, officers, employees, attorneys, accountants, or consultants of the licensee: (1) Made pursuant to a subpoena or other discovery proceeding. (2) Made to any state or federal prosecuting or investigatory agency or authority. (3) Made to any state, federal, or foreign (other nation) financial institutions regulatory agency that has a direct regulatory interest in the licensee. (4) Made to any state or federal taxing agency. (5) Made as otherwise required by law. (6) Made as otherwise authorized by the commissioner in writing. (b) Any director, officer, employee, attorney, accountant, or consultant that discloses confidential information in a manner other than allowed by this section shall be liable for a civil penalty not to exceed fifty thousand dollars ($50,000). The commissioner may impose a penalty under this section in accordance with the procedures set forth in Section 329. (c) The prohibition set forth in subdivision (a) shall not apply to any discussion, analysis, or other use of confidential information provided by the commissioner that occurs between directors, officers, employees, attorneys, accountants, or consultants of the licensee. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  19. 453.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    Licensees must file commissioner-required reports in the prescribed form, and the verification must say the officers know the report’s contents and believe it is true.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 453. Every licensee shall make and file with the commissioner whenever required by him or her a report in any form as the commissioner may prescribe and verified in any manner the commissioner prescribes, showing its financial condition and any other information as the commissioner may require at the close of business on any day designated by him or her. Any verification shall state that each of the officers making the verification has a personal knowledge of the matters in the report and that each of them believes that each statement in the report is true. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  20. 454.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner must call for the Section 453 report from all licensees at least four times each year.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 454. The commissioner shall call for the report specified in Section 453 from all licensees at least four times each year upon dates selected by the commissioner. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  21. 455.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

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    The commissioner may require a licensee to file a special report with specified information, and may set the form, filing date, and verification requirements.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 455. The commissioner may at any time require any licensee to make and file with him or her a special report furnishing any information as the commissioner may specify when necessary to inform him or her fully of the actual financial condition and all other affairs of the licensee. The reports shall be in the form and filed on a date prescribed by the commissioner and shall, if required by the commissioner, be verified in any manner that he or she prescribes. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  22. 456.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    A licensee must keep its corporate records, financial records, and books of account in English and in a form acceptable to the commissioner.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 456. Every licensee shall keep its corporate records, financial records, and books of account in words and figures of the English language and in form satisfactory to the commissioner. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  23. 457.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    Every licensee must notify the commissioner when certain listed officers change, if those officers exist in the licensee.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 457. Every licensee shall notify the commissioner of any change in the following officers of the licensee, to the extent that those officers exist within the licensee: chairperson, chief executive officer, president, general manager, managing officer, chief financial officer, or chief credit officer. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  24. 458.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    Licensees must file required reports with the commissioner when the commissioner requires, and late or missing reports can trigger a daily money liability.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 458. (a) Each report required under this article, or under any other provision of law administered by the commissioner, shall be filed with the commissioner at the time that the commissioner may require. If any licensee fails to make any required report at the time specified by the commissioner or fails to include therein any matter required by this article, any provision of law administered by the commissioner, or by the commissioner, it shall be liable to the people of this state in the sum of not more than one hundred dollars ($100) for each day that the report is delayed or withheld by the failure or neglect of the licensee. (b) The provisions of Section 329 shall not apply to this section. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  25. 459.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    Licensees must file one copy of material they submit to certain federal or law-enforcement agencies with the commissioner, and those copies are generally public unless confidential treatment applies.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 459. (a) Every licensee shall file with the commissioner one copy of all material filed by the licensee with a federal agency that is charged with the supervision and regulation of that licensee, or a law enforcement agency. (b) Each copy required to be filed pursuant to subdivision (a) shall be filed with the commissioner on or before the date upon which the original is filed with the agencies specified in subdivision (a) and shall be available for inspection by the public except to the extent the information contained therein is accorded confidential treatment under state or federal law or regulations. (Amended by Stats. 2014, Ch. 64, Sec. 9. (AB 2742) Effective January 1, 2015.)
  26. 460.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    A person who intentionally makes a false statement in a report required under this article or other law administered by the commissioner is guilty of perjury.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 460. Any person intentionally making a false statement in any report required to be rendered under this article or other provision of law administered by the commissioner is guilty of perjury. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  27. 461.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    A licensee must charge off any debt with interest that has been past due and unpaid for one year, unless the debt is well secured or being collected.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 461. Any debt due a licensee on which interest is past due and unpaid for the period of one year shall be charged off, unless the debt is well secured or is in process of collection. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  28. 462.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    People who provide services to a licensee must submit to an examination by the commissioner when asked. If the commissioner thinks an examination is necessary or desirable, the examined person pays for it. If the person refuses the examination, the commissioner may order affected licensees to stop using that person’s services or doing business with them, and the licensees must comply.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 462. Any person that provides services to any licensee, at the request of the commissioner, shall submit to an examination by the commissioner. Should the commissioner deem it necessary or desirable that an examination be made of a person, the examination shall be made at the expense of the person examined. If the person refuses to permit an examination to be made, the commissioner may order every licensee receiving services from that person to discontinue receiving those services or otherwise conducting business with that person, and the licensees shall comply with that order. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  29. 463.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    The commissioner may require a licensee’s financial statements or accounting items to be prepared using a method other than U.S. GAAP, if the commissioner finds that method necessary or appropriate to carry out this code.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 463. (a) All references in this code and the Corporations Code to financial statements, balance sheets, income statements, and statements of changes in financial position of a licensee, and all references to assets, liabilities, earnings, retained earnings, shareholders’ equity, net worth, and similar accounting items of a licensee, mean those financial statements or those items prepared or determined in conformity with generally accepted accounting principles then applicable in the United States, fairly presenting in conformity with generally accepted accounting principles accepted in the United States the matters which they purport to present, subject to any specific accounting treatment required by any applicable provision of the Corporations Code, this code, or any regulation, order issued by the commissioner, or agreement entered into by the commissioner and a licensee. (b) The commissioner may, by regulation or order, require that any financial statement or accounting item of a licensee be prepared or determined in a manner other than in conformity with generally accepted accounting principles accepted in the United States if the commissioner finds that such other manner is necessary or appropriate to carry out the purposes or provisions of this code. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  30. 464.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. )

    Verify source ↗

    A financial institution officer must provide specified asset information to the State Department of Health Care Services or its designee when the person has authorized disclosure under Section 14013.5.

    ## Financial Code - FIN ## DIVISION 1. FINANCIAL INSTITUTIONS [99 - 900] ( Division 1 repealed and added by Stats. 2011, Ch. 243, Sec. 2. ) ## CHAPTER 4. Operations [450 - 464] ( Chapter 4 added by Stats. 2011, Ch. 243, Sec. 2. ) ## 464. (a) An officer of a financial institution, within the meaning of Section 1101(1) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3401(1)), shall furnish the State Department of Health Care Services or its designee with information in the possession of the bank or company regarding the assets of any person who is applying for, or is receiving assistance or benefits from, the State Department of Health Care Services and has provided authorization pursuant to Section 14013.5 of the Welfare and Institutions Code. (b) The obtaining of financial records by the State Department of Health Care Services, or its designee, pursuant to this section shall be subject to the cost reimbursement requirements of Section 1115(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3415(a)) and shall be at no cost to the applicant, recipient, or any other person, as defined in paragraph (3) of subdivision (c) of Section 14013.5 of the Welfare and Institutions Code. (c) An authorization obtained by the State Department of Health Care Services, or its designee, under Section 14013.5 of the Welfare and Institutions Code shall be considered as meeting the requirements of Section 1103(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3403(a)) and, notwithstanding Section 1104(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3404(a)), need not be furnished to the financial institution. (d) The certification requirements of Section 1103(b) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3403(b)) shall not apply to requests by the State Department of Health Care Services, or its designee, pursuant to an authorization provided under Section 14013.5 of the Welfare and Institutions Code. (e) A request by the State Department of Health Care Services, or its designee, pursuant to an authorization provided under Section 14013.5 of the Welfare and Institutions Code shall be deemed to meet the requirements of Section 1104(a)(3) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3404(a)(3)) and of Section 1102 of the act (12 U.S.C. Sec. 3402), relating to a reasonable description of financial records. (Added by Stats. 2011, Ch. 243, Sec. 2. (SB 664) Effective January 1, 2012.)
  31. 4800.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section names the division the “Depository Corporation Sale, Merger, and Conversion Law” and says it may be cited by that short title.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4800. This division shall be known and may be cited as the “Depository Corporation Sale, Merger, and Conversion Law.” (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  32. 4801.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section says references to statutes, regulations, agencies, and public officers should be read broadly to include amended, substituted, or successor versions.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4801. In this division, unless otherwise expressly provided: (a) A reference to a statute or to a regulation includes the statute or regulation, as amended, whether before or after the effective date of this division, as well as any new statute or regulation substituted for the statute or regulation after the effective date of this division. (b) A reference to a governmental agency or to a public officer includes any governmental agency or public officer which succeeds after the effective date of this division to substantially the same functions as those performed by the governmental agency or public officer on the effective date of this division. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  33. 4802.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    If part of this division is invalid, the rest still applies if it can work without the invalid part.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4802. If any provision of this division or the application thereof to any person or circumstances is held invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect other provisions or applications of this division which can be given effect without the invalid, illegal, or unenforceable provision or application, and, to this end, the provisions of this division are declared to be severable. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  34. 4803.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    If a provision of this division is preempted by federal law, it does not apply and cannot be enforced.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Short Title, Construction, and Severability [4800 - 4803] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4803. If and to the extent that any provision of this division is preempted by federal law, the provision does not apply and shall not be enforced. (Added by Stats. 1995, Ch. 480, Sec. 95.1. Effective October 2, 1995.)
  35. 4805.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section says the article’s definitions apply throughout the division, subject to any additional division-specific definitions and the context.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.01. Subject to additional definitions contained in this division that are applicable to specific provisions of this division and unless the context otherwise requires: (a) The definitions in this article apply throughout this division. (b) The definitions in Chapter 1 (commencing with Section 99) of Division 1 and in Section 1750 apply throughout this division. For this purpose, “this division,” as used in Sections 139 and 141, means: (1) In the case of a California state bank, Division 1 (commencing with Section 99), Division 1.1 (commencing with Section 1000), and this division. (2) In the case of a California state savings association, this division and Division 2 (commencing with Section 5000). (Amended by Stats. 2013, Ch. 334, Sec. 46. (SB 537) Effective January 1, 2014.)
  36. 4805.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “bank” and “foreign (other nation) bank” for this division.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.02. (a) In this division, “bank” means a commercial bank or trust company (other than an industrial loan company authorized to engage in trust business). “Bank” does not include an industrial loan company. (b) Notwithstanding subdivision (a), “foreign (other nation) bank” has the meaning set forth in paragraph (1) of subdivision (b) of Section 177. (Amended by Stats. 2013, Ch. 334, Sec. 47. (SB 537) Effective January 1, 2014.)
  37. 4805.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines when “California” refers to a savings association, industrial loan company, office, or other corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.03. “California” means: (a) When used with respect to a savings association, in the case of a state savings association, a savings association that is organized under the laws of this state and, in the case of a federal savings association, a savings association that maintains its head office in this state. (b) When used with respect to an industrial loan company, an industrial loan company that is organized under the laws of this state. (c) When used with respect to an office of a savings association or of an industrial loan company, an office located in this state. (d) When used with respect to any corporation other than a depository corporation, a corporation organized under the laws of this state. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  38. 4805.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “California federally licensed foreign (other nation) bank” for sales or mergers.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.04. “California federally licensed foreign (other nation) bank,” when used with respect to a sale or merger, means a foreign (other nation) bank that is authorized under federal law to maintain a federal agency or federal branch in this state immediately before the effective time of the sale or merger in case it is the selling or disappearing corporation or at the effective time of the sale or merger in case it is the purchasing or surviving corporation. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  39. 4805.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “California state-licensed foreign (other nation) bank” for sale or merger transactions.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.05. “California state-licensed foreign (other nation) bank,” when used with respect to a sale or merger, means a foreign (other nation) bank that is licensed under Article 3 (commencing with Section 1800) of Chapter 20 of Division 1.1 to maintain an agency or branch office in this state immediately before the effective time of the sale or merger in case it is the selling or disappearing corporation or at the effective time of the sale or merger in case it is the purchasing or surviving corporation. (Amended by Stats. 2013, Ch. 334, Sec. 48. (SB 537) Effective January 1, 2014.)
  40. 4805.055.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “Commissioner” as the Commissioner of Financial Protection and Innovation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.055. “Commissioner” means the Commissioner of Financial Protection and Innovation. (Amended by Stats. 2022, Ch. 452, Sec. 106. (SB 1498) Effective January 1, 2023.)
  41. 4805.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    “Depository corporation” means a state or federal depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.06. “Depository corporation” means a state or federal depository corporation. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  42. 4805.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “federal depository corporation” as a national banking association or a federal savings association.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.07. “Federal depository corporation” means a national banking association or a federal savings association. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  43. 4805.08.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “federal savings association” as a savings association or savings bank organized under Section 5 of the Home Owners’ Loan Act.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.08. “Federal savings association” means a savings association or savings bank organized pursuant to Section 5 of the Home Owners’ Loan Act (12 U.S.C. Sec. 1464). (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  44. 4805.09.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines when a person, company, or office is “foreign” or “foreign (other state)” by reference to whether it is organized or located in another U.S. state rather than this state.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.09. “Foreign” or “foreign (other state)” means: (a) When used with respect to a savings association, in the case of a state savings association, a savings association that is organized under the laws of any state of the United States other than this state and, in the case of a federal savings association, a savings association that maintains its head office in any state of the United States other than this state. (b) When used with respect to an industrial loan company, an industrial loan company that is organized under the laws of any state of the United States other than this state. (c) When used with respect to an office of a savings association or of an industrial loan company, an office located in any state of the United States other than this state. (d) When used with respect to any corporation other than a depository corporation, a corporation organized under the laws of any state of the United States other than this state. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  45. 4805.10.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “industrial loan company” as an industrial bank as defined in Section 111.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.10. In this division, “industrial loan company” means an industrial bank as defined in Section 111. (Amended by Stats. 2013, Ch. 334, Sec. 49. (SB 537) Effective January 1, 2014.)
  46. 4805.11.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “insured” for a depository corporation as one whose deposits are insured by the FDIC under the Federal Deposit Insurance Act.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.11. “Insured,” when used with respect to a depository corporation, means a depository corporation the deposits of which are insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.). (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  47. 4805.12.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “law of the domicile” for federal depository corporations, state depository corporations, and foreign banks.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.12. “Law of the domicile” means: (a) When used with respect to a federal depository corporation, the law of the United States. (b) When used with respect to a state depository corporation, the law of the state of the United States under which the depository corporation is organized. (c) When used with respect to a foreign (other nation) bank, the law of the foreign nation under which the bank is organized. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  48. 4805.13.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    For this division, “merger” can also include a qualifying consolidation involving a federal depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.13. “Merger,” when used with respect to a merger in a case where the surviving corporation is a federal depository corporation and federal law authorizes a consolidation, includes a consolidation in which the resulting corporation is a federal depository corporation. The provisions of this division that apply to mergers apply with appropriate changes in points of detail to consolidations of that type. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  49. 4805.15.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “share” for certain California state and federal savings associations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.15. “Share” means: (a) When used with respect to a California state savings association that is authorized to issue guarantee stock, a share of guarantee stock. (b) When used with respect to a federal savings association that is authorized to issue capital stock, a share of capital stock. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  50. 4805.16.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “shareholder” for certain savings associations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.16. “Shareholder” means: (a) When used with respect to a California state savings association that is authorized to issue guarantee stock, a holder of record of a share of guarantee stock. (b) When used with respect to a federal savings association that is authorized to issue capital stock, a holder of record of a share of capital stock. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  51. 4805.17.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    This section defines “state depository corporation” as a state bank, a state savings association, or an industrial loan company.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.17. “State depository corporation” means a state bank, a state savings association, or an industrial loan company. (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  52. 4805.18.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. )

    Verify source ↗

    “Uninsured” means a deposit, or part of a deposit, that is not insured by the FDIC under the Federal Deposit Insurance Act.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Definitions [4805.01 - 4805.18] ( Article 2 repealed and added by Stats. 1995, Ch. 480, Sec. 97. ) ## 4805.18. “Uninsured,” when used with respect to a deposit, means a deposit or any part of a deposit that is not insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.). (Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
  53. 4820.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    For this division, national banking associations and federal savings associations are treated as corporations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4820. For purposes of this division, a national banking association or federal savings association is deemed to be a corporation. (Amended by Stats. 1995, Ch. 480, Sec. 98. Effective October 2, 1995.)
  54. 4820.5.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    For this division, depository corporations are classified as banks, savings associations, or industrial loan companies.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4820.5. For purposes of this division, depository corporations are divided into the following classes: (a) Banks. (b) Savings associations. (c) Industrial loan companies. (Added by Stats. 1995, Ch. 480, Sec. 99. Effective October 2, 1995.)
  55. 4821.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    For transactions covered by this division, the General Corporation Law applies unless it conflicts with this division or a regulation/order under it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4821. The provisions of the General Corporation Law (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code) shall apply to any transaction which is subject to this division. However, whenever any provision of this division or of any regulation or order issued under this division is inconsistent with any provision of the General Corporation Law, the provision of this division or of the regulation or order shall apply and the provision of the General Corporation Law shall not apply. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  56. 4821.5.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    Some certificates, licenses, or other authorizations are treated as if they were issued under the Division 1.1 or Division 2 provisions that would otherwise apply.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4821.5. Any certificate of authority, license, or other authorization issued under subdivision (b) of Section 4858, subdivision (b) of Section 4879.12, subdivision (b) of Section 4888, subdivision (b) of Section 4928, or Section 4948 or 4949 is deemed to have been issued under the provisions of Division 1.1 (commencing with Section 1000) or Division 2 (commencing with Section 5000) that would otherwise apply to the issuance of the certificate of authority, license, or other authorization. (Amended by Stats. 2013, Ch. 334, Sec. 50. (SB 537) Effective January 1, 2014.)
  57. 4822.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section says how voting references are interpreted for California state depository corporations, including how to count votes and quorum when shares have unequal voting rights or are disqualified from voting.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4822. (a) References in this division to the voting of the shares of a California state depository corporation shall be construed in accordance with Section 111 of the Corporations Code. (b) If the articles of a California state depository corporation provide for more or less than one vote for any share on any matter that is subject to this division, the references in Sections 139 and 141 (which are made applicable to this division by Section 4805.01) to a majority or other proportion of shares mean, as to the matter, a majority or other proportion of the votes entitled to be cast. (c) Whenever shares of a California state depository corporation are disqualified under any applicable law from voting on any matter that is subject to this division, the shares shall not be considered outstanding for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, the matter. (Amended by Stats. 2013, Ch. 334, Sec. 51. (SB 537) Effective January 1, 2014.)
  58. 4823.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    In this division, “shareholders’ equity” means shareholders’ equity determined under generally accepted accounting principles, with specific provisions applying to certain California banks, industrial loan companies, and savings associations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4823. References in this division to shareholders’ equity mean shareholders’ equity determined in accordance with generally accepted accounting principles, subject (a) in the case of California state banks or California industrial loan companies, to the provisions of Section 463, and (b) in the case of California state savings associations, to the provisions of Division 2 (commencing with Section 5000). (Amended by Stats. 2013, Ch. 334, Sec. 52. (SB 537) Effective January 1, 2014.)
  59. 4824.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    When deciding whether a California state depository corporation has adequate shareholders’ equity, the commissioner must consider Section 1150 factors or equivalent factors depending on the type of conversion.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4824. In determining for purposes of this division whether the shareholders’ equity of a California state depository corporation will be adequate: (a) In case the corporation is, or is to convert into, a California state bank, the commissioner shall consider the factors specified in Section 1150. (b) In case the corporation is, or is to convert into, a California state savings association or a California industrial loan company, the commissioner shall consider factors equivalent to those specified in Section 1150. (Amended by Stats. 2013, Ch. 334, Sec. 53. (SB 537) Effective January 1, 2014.)
  60. 4825.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    A California state depository corporation may merge with a non-depository business entity if it is the surviving corporation, and the merger must follow Division 1 of the Corporations Code.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4825. A California state depository corporation may merge with a corporation or other business entity that is not a depository corporation if the California state depository corporation is the surviving corporation of that merger. The merger of a corporation or other business entity with and into a California state depository corporation shall be effected in accordance with Division 1 (commencing with Section 100) of the Corporations Code. (Repealed and added by Stats. 2008, Ch. 501, Sec. 22. Effective January 1, 2009.)
  61. 4826.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    A savings association or industrial loan company may not convert into a bank if the same ownership would not be allowed to establish or control a new state bank or national banking association under Section 3(d) of the Bank Holding Company Act.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4826. Notwithstanding any other provision of law, no savings association or industrial loan company may convert into a bank if the ownership of the savings association or industrial loan company is such that the establishment or acquisition of control of a new state bank or national banking association by the same ownership would not be permitted by Section 3(d) of the Bank Holding Company Act of 1956 (12 U.S.C. Sec. 1842 (d)). (Amended by Stats. 1995, Ch. 480, Sec. 106. Effective October 2, 1995.)
  62. 4826.5.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section says Chapter 19 of Division 1.1 applies to transactions covered by this division, and Chapter 19 controls if there is a conflict.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4826.5. Notwithstanding any other provision of this division: (a) The provisions of Chapter 19 (commencing with Section 1670) of Division 1.1 apply to any transaction that is subject to this division. Whenever any provision of Chapter 19 (commencing with Section 1670) of Division 1.1 or of any regulation or order issued under Chapter 19 (commencing with Section 1670) of Division 1.1 is inconsistent with any provision of this division or of any regulation or order issued under this division, the provision of Chapter 19 (commencing with Section 1670) of Division 1.1 or of the regulation or order issued under Chapter 19 (commencing with Section 1670) of Division 1.1 applies, and the provision or this division or of the regulation or order issued under this division does not apply. (b) Nothing in this division authorizes any sale or merger in a case where the purchasing or surviving depository corporation is a foreign depository corporation if the sale or merger is prohibited by Chapter 19 (commencing with Section 1670) of Division 1.1. (c) Nothing in this division constitutes an election by this state under federal law to prohibit or permit interstate sales or mergers between banks or industrial loan companies. (Amended by Stats. 2013, Ch. 334, Sec. 54. (SB 537) Effective January 1, 2014.)
  63. 4827.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section says certain covered sales, mergers, and conversions of depository corporations are not blocked or subject to extra approval under specified other code divisions if they are carried out with the commissioner’s approval under this division.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4827. Except as expressly provided otherwise in this division: (a) (1) No sale of a whole business unit (as defined in Section 4840) or merger in which the selling or disappearing depository corporation is a California state savings association, in which the purchasing or surviving depository corporation is a California state bank, a California industrial loan company, or a California state-licensed foreign (other nation) bank, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 2 (commencing with Section 5000) or requires any approval, consent, or other authorization of the commissioner pursuant to Division 2 (commencing with Section 5000). (2) No conversion in which the converting depository corporation is a California state savings association in which the resulting depository corporation is a California state bank or a California industrial loan company, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 2 (commencing with Section 5000) or requires any approval, consent, or other authorization of the commissioner pursuant to Division 2 (commencing with Section 5000). (b) (1) No sale of a whole business unit (as defined in Section 4840) or merger in which the selling or disappearing depository corporation is a California state bank, a California state-licensed foreign (other nation) bank, or a California industrial loan company, in which the purchasing or surviving depository corporation is a California state savings association, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, or requires any approval, consent, or other authorization of the commissioner pursuant to Division 1.1 (commencing with Section 1000), except as may be required under the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1. (2) No conversion in which the converting depository corporation is a California state bank or a California industrial loan company, in which the resulting depository corporation is a California state savings association, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, or requires any approval, consent, or other authorization of the commissioner pursuant to Division 1.1 (commencing with Section 1000), except as may be required under the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1. (Amended by Stats. 2013, Ch. 334, Sec. 55. (SB 537) Effective January 1, 2014.)
  64. 4827.3.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section limits sales or mergers involving a foreign (other nation) bank unless the bank is licensed or otherwise authorized at the effective time.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4827.3. Except as otherwise provided in paragraph (2) of subdivision (a) of Section 4827.7 in the case of a California state-licensed foreign (other nation) bank or in federal law in the case of a federally licensed foreign (other nation) bank, nothing in this division except subdivision (c) of Section 4879.02 authorizes any sale or merger in a case where the purchasing or surviving corporation is a foreign (other nation) bank unless the foreign (other nation) bank is at the effective time of the sale or merger licensed under Article 3 (commencing with Section 1800) of Chapter 20 of Division 1.1 or authorized under federal law to transact in this state the business to be acquired in the sale or merger. (Amended by Stats. 2013, Ch. 334, Sec. 56. (SB 537) Effective January 1, 2014.)
  65. 4827.7.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section generally forbids certain California depository corporations from transferring or acquiring deposits or fiduciary accounts in sales, mergers, or conversions if the receiving institution is not authorized to accept them.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4827.7. (a) (1) Except as otherwise provided in paragraph (2): (A) No California state depository corporation may, as the selling or disappearing depository corporation, make a sale or merger pursuant to this division in which it would transfer to a California state-licensed or federally licensed foreign (other nation) bank any deposit or fiduciary account that the foreign bank is not authorized to accept. (B) No California state-licensed foreign (other nation) bank may, as the purchasing or surviving depository corporation, make a sale or merger pursuant to this division in which it would acquire any deposit or fiduciary account that it is not authorized to accept. (2) Notwithstanding paragraph (1) and Section 1805, a California state depository corporation may, as the selling or disappearing depository corporation, make a sale or merger pursuant to this division in which it transfers to a California state-licensed or federally licensed foreign (other nation) bank deposits or fiduciary accounts that the foreign bank is not authorized to accept, and a California state-licensed foreign (other nation) bank may, as the purchasing or surviving depository corporation, make a sale or merger pursuant to this division in which it acquires deposits or fiduciary accounts that it is not authorized to accept, if, concurrently with the effective time of the sale or merger, the foreign bank, pursuant to Article 5 (commencing with Section 4879.01) of Chapter 3 or other applicable law, sells all those deposits and fiduciary accounts to a depository corporation that is authorized to accept them. (b) (1) Except as otherwise provided in paragraph (2): (A) No California state bank or industrial loan company may, as the selling, disappearing, or converting depository corporation, make a sale, merger, or conversion pursuant to this division in which it would transfer to a savings association any deposit or fiduciary account that the savings association is not authorized to accept. (B) No California state savings association may, as the purchasing, surviving, or resulting depository corporation, make a sale, merger, or conversion pursuant to this division in which it would acquire any deposit or fiduciary account that it is not authorized to accept. (2) Notwithstanding paragraph (1) and Division 2 (commencing with Section 5000), a California state bank or industrial loan company may, as the selling, disappearing, or converting depository corporation, make a sale, merger, or conversion pursuant to this division in which it transfers to a savings association deposits or fiduciary accounts that the savings association is not authorized to accept, and a California state savings association may, as the purchasing, surviving, or resulting depository corporation, make a sale, merger, or conversion pursuant to this division in which it acquires deposits or fiduciary accounts that it is not authorized to accept, if, concurrently with the effective time of the sale, merger, or conversion, the savings association, pursuant to Article 5 (commencing with Section 4879.01) of Chapter 3 or other applicable law, sells all those deposits and fiduciary accounts to a depository corporation that is authorized to accept them. (c) (1) Except as otherwise provided in paragraph (2): (A) No California state bank or savings association may, as the selling, disappearing, or converting depository corporation, make a sale, merger, or conversion pursuant to this division in which it would transfer to an industrial loan company any deposit or fiduciary account that the industrial loan company is not authorized to accept. (B) No California industrial loan company may, as the purchasing, surviving, or resulting depository corporation, make a sale, merger, or conversion pursuant to this division in which it would acquire any deposit or fiduciary account that it is not authorized to accept. (2) Notwithstanding paragraph (1) and Division 1.1 (commencing with Section 1000), a California state bank or savings and loan association may, as the selling, disappearing, or converting depository corporation, make a sale, merger, or conversion pursuant to this division in which it transfers to an industrial loan company deposits or fiduciary accounts that the industrial loan company is not authorized to accept, and a California industrial loan company may, as the purchasing, surviving, or resulting depository corporation, make a sale, merger, or conversion pursuant to this division in which it acquires deposits or fiduciary accounts that it is not authorized to accept, if, concurrently with the effective time of the sale, merger, or conversion, the industrial loan company, pursuant to Article 5 (commencing with Section 4879.01) of Chapter 3 or other applicable law, sells all those deposit accounts and fiduciary accounts to a depository corporation that is authorized to accept them. (Amended by Stats. 2013, Ch. 334, Sec. 57. (SB 537) Effective January 1, 2014.)
  66. 4828.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may give certain California depository institutions time to divest assets, liabilities, or activities, or bring them into compliance, after a sale, merger, or conversion.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4828. Subject to the provisions of Sections 4827.3 and 4827.7 but notwithstanding any other provision of law: (a) (1) If, as a result of any sale, merger, or conversion effected pursuant to the provisions of this division, a California state bank acquires any asset or liability, or becomes engaged in any activity, which was permitted to the selling, disappearing, or converting depository corporation but which is prohibited to California state banks, the commissioner may permit the California state bank a reasonable period of time, not to exceed 12 months, within which to divest itself of the asset, liability, or activity or to conform it to law. On a case-by-case basis, the commissioner may permit the California state bank a reasonable period of time in excess of 12 months if the commissioner finds that the bank cannot reasonably accomplish the divestment or conformity within the 12-month period. (2) If, as a result of any sale or merger effected pursuant to the provisions of this division, a California state-licensed foreign (other nation) bank acquires any asset or liability, or becomes engaged in any activity, which was permitted to the selling or disappearing depository corporation but which is prohibited to California state-licensed foreign (other nation) banks, the commissioner may permit the California state-licensed foreign (other nation) bank a reasonable period of time, not to exceed 12 months, within which to divest itself of the asset, liability, or activity or to conform it to law. On a case-by-case basis, the commissioner may permit the California state-licensed foreign (other nation) bank a reasonable period of time in excess of 12 months if the commissioner finds that the bank cannot reasonably accomplish the divestment or conformity within the 12-month period. (b) If, as a result of a sale, merger, or conversion effected pursuant to the provisions of this division, a California state savings association acquires any asset or liability, or becomes engaged in any activity, which was permitted to the selling, disappearing, or converting depository corporation but which is prohibited to California state savings associations, the commissioner may permit the California state savings association a reasonable period of time, not to exceed 12 months, within which to divest itself of the asset, liability, or activity or to conform it to law. On a case-by-case basis, the commissioner may permit the California state savings association a reasonable period of time in excess of 12 months if the commissioner finds that the savings association cannot reasonably accomplish the divestment or conformity within the 12-month period. (c) If, as a result of a sale, merger, or conversion effected pursuant to the provisions of this division, a California industrial loan company acquires any asset or liability, or becomes engaged in any activity, which was permitted to the selling, disappearing, or converting depository corporation but which is prohibited to California industrial loan companies, the commissioner may permit the California industrial loan company a reasonable period of time, not to exceed 12 months, within which to divest itself of the asset, liability, or activity or to conform it to law. On a case-by-case basis, the commissioner may permit the California industrial loan company a reasonable period of time in excess of 12 months if the commissioner finds that the industrial loan company cannot reasonably accomplish the divestment or conformity within the 12-month period. (Amended by Stats. 1996, Ch. 1064, Sec. 475.1. Effective January 1, 1997. Operative July 1, 1997.)
  67. 4828.3.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    A California state bank or industrial loan company may buy all of another depository corporation’s shares only with commissioner and board approval, and under a plan that leads to sale, winding up, conversion, or merger as described here.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4828.3. A California state bank or an industrial loan company may, with the approval of the commissioner and its board and, if the transaction constitutes a reorganization as defined in Section 181 of the Corporations Code, subject to the provisions of Chapter 12 (commencing with Section 1200) of Division 1 of Title 1 of the Corporations Code, acquire in a single transaction all (except directors’ qualifying shares, if any) of the outstanding shares of another depository corporation in accordance with a plan that provides either of the following: (a) That the other depository corporation shall (1) immediately sell its whole business unit (as defined in Section 4840) to the California state bank or industrial loan company and (2) shall thereafter wind up and dissolve or, if the other depository corporation is a California state bank or an industrial loan company and if the commissioner so approves, change into a nonbank corporation by amending its articles and changing its name. (b) That the other depository corporation shall immediately merge into the California state bank or industrial loan company. (Amended by Stats. 1998, Ch. 827, Sec. 1. Effective January 1, 1999.)
  68. 4828.7.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section sets rules for certain sales and mergers of California state-licensed foreign banks, including license surrender and reporting to the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 1. General Provisions [4800 - 4828.7] ( Chapter 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Other General Provisions [4820 - 4828.7] ( Article 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4828.7. (a) The definitions in Section 4840 apply to this section. (b) In case a California state-licensed foreign (other nation) bank sells all or substantially all of its business in this state to another California state-licensed or federally licensed foreign (other nation) bank as part of the sale of a larger partial business unit or the whole business unit of the seller: (1) No provision of Chapter 3 (commencing with Section 4840) applies except as follows: (A) If the sale is of a partial business unit of the seller, Section 4879.14 applies with respect to the part of the seller’s business in this state that is sold as if the sale were a sale of the type defined in Section 4879.01. (B) If the sale is of the whole business unit of the seller, Section 4859 applies with respect to the seller’s business in this state as if the sale were a sale of the type defined in Section 4845. (2) Promptly after the sale becomes effective, the seller shall: (A) Surrender to the commissioner for cancellation the licenses issued to it by the commissioner for its business in this state. (B) File with the commissioner any report regarding the sale that the commissioner may require. (c) In case a California state-licensed foreign (other nation) bank merges into another California state-licensed or federally licensed foreign (other nation) bank: (1) No provision of Chapter 4 (commencing with Section 4880) applies except that the merger has the same effect with respect to the disappearing bank’s business in this state as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880. (2) Promptly after the merger becomes effective, the surviving bank shall: (A) Surrender to the commissioner for cancellation the licenses issued to the disappearing bank by the commissioner for its business in this state. (B) File with the commissioner any report regarding the merger that the commissioner may require. (Amended by Stats. 1996, Ch. 1064, Sec. 477.1. Effective January 1, 1997. Operative July 1, 1997.)
  69. 4830.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    Commissioner acts under this division are subject to judicial review.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4830. Every final order, decision, license, or other official act of the commissioner under this division is subject to judicial review in accordance with law. (Amended by Stats. 1996, Ch. 1064, Sec. 478. Effective January 1, 1997. Operative July 1, 1997.)
  70. 4831.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may issue regulations and orders, define terms, classify matters, and waive issued provisions when the commissioner thinks it is not necessary in the public interest.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4831. (a) The commissioner may from time to time issue regulations and orders as may in his or her opinion be necessary to carry out the provisions and purposes of this division. (b) Regulations and orders issued under this division may, among other things, define any term used in this division as well as any term not used in this division. (c) For purposes of regulations and orders issued under this division, the commissioner may classify persons, transactions, and other matters within his or her jurisdiction and may prescribe different regulations or orders for different classes. (d) The commissioner may waive any provision of any regulation or order which he or she has issued under this division in any case where in his or her opinion the provision is not necessary in the public interest. (Amended by Stats. 1996, Ch. 1064, Sec. 479. Effective January 1, 1997. Operative July 1, 1997.)
  71. 4832.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may impose conditions on an order or license issued under this division if the commissioner thinks they are necessary to carry out the division’s purposes.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4832. Whenever the commissioner issues an order or license under this division, he or she may impose conditions as may in his or her opinion be necessary to carry out the provisions and purposes of this division. (Amended by Stats. 1996, Ch. 1064, Sec. 480. Effective January 1, 1997. Operative July 1, 1997.)
  72. 4833.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    In proceedings under this division, the applicant must prove the application should be approved, and a person claiming an exemption or exception must prove it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4833. In any proceeding under this division: (a) The burden of proving that an application should be approved is upon the applicant. (b) The burden of proving an exemption or an exception is upon the person claiming the exemption or the exception. (Added by Stats. 1995, Ch. 480, Sec. 117. Effective October 2, 1995.)
  73. 4834.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may choose to honor applications from interested persons seeking interpretive opinions on this division, or on regulations or orders issued under it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4834. The commissioner may honor applications from interested persons for interpretive opinions regarding any provision of this division or of any regulation or order issued under this division. (Amended by Stats. 1996, Ch. 1064, Sec. 481. Effective January 1, 1997. Operative July 1, 1997.)
  74. 4835.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    Applications and reports filed with the commissioner under this division must use the required form, include required information, and be signed as required; if the commissioner requires, they must also be verified.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4835. Each application and report filed with the commissioner under this division or under any regulation or order issued under this division shall be in the form, shall contain the information, shall be signed in the manner, and shall, if the commissioner requires, be verified in the manner that the commissioner may require. (Amended by Stats. 1996, Ch. 1064, Sec. 482. Effective January 1, 1997. Operative July 1, 1997.)
  75. 4836.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    No person may make a material false statement or willfully omit a required material fact in an application or report filed with the commissioner under this division or related regulations or orders.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4836. No person shall make any untrue statement of any material fact in any application or report filed with the commissioner under this division or under any regulation or order issued under this division, or willfully omit to state in any application or report filed with the commissioner under this division or under any regulation or order issued under this division any material fact which is required to be stated therein. (Amended by Stats. 1996, Ch. 1064, Sec. 483. Effective January 1, 1997. Operative July 1, 1997.)
  76. 4837.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may consider an applicant’s proposals when deciding whether to approve an application, and may make findings based on those proposals if implementation seems probable.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4837. In determining whether to approve any application filed under this division or under any regulation or order issued under this division, the commissioner may consider proposals made by the applicant; and, if in the opinion of the commissioner it is probable that the applicant will be able to implement any such proposal, the commissioner may make findings on the basis of the proposal. However, whenever the commissioner approves an application on the basis, in whole or in part, of a proposal made by the applicant, the commissioner shall impose upon the approval appropriate conditions requiring that the applicant implement the proposal within the period of time that the commissioner may specify. (Amended by Stats. 1996, Ch. 1064, Sec. 484. Effective January 1, 1997. Operative July 1, 1997.)
  77. 4838.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    The commissioner may deny an application if required information is missing or if the proposed implementation would violate applicable law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4838. If the commissioner finds, with respect to any application filed under this division or under any regulation or order issued under this division, that not all the information which was required to be provided in or in connection with the application has been provided or that implementation of any proposal contained in the application would violate any applicable law, the commissioner may deny the application. (Amended by Stats. 1996, Ch. 1064, Sec. 485. Effective January 1, 1997. Operative July 1, 1997.)
  78. 4839.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    Fees must be paid to the commissioner for certain applications, certificates, and examinations under this division.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 2. Administration [4830 - 4839] ( Chapter 2 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4839. Fees shall be paid to, and collected by, the commissioner, as follows: (a) The fee for filing an application for approval of a sale under this division shall be two thousand five hundred dollars ($2,500). (b) The fee for filing an application for approval of a merger under this division shall be two thousand five hundred dollars ($2,500). (c) (1) The fee for filing an application for approval of a conversion under this division shall be five thousand dollars ($5,000). (2) The fee for issuing a certificate of authority or license under subdivision (a) of Section 4928 or subdivision (a) of Section 4948 shall be two thousand five hundred dollars ($2,500). (d) The fee for issuing a certificate of authority or license under any other provision of this division shall be twenty-five dollars ($25). (e) The fee for issuing a certificate under Section 4862, 4879.17, 4891, 4930, or 4952 shall be twenty-five dollars ($25). (f) In case the commissioner makes an examination in connection with a pending application, as described in paragraph (1), (2), (3), (4), (5), or (6) the applicant shall pay a fee for the examination, as determined by the commissioner. In determining the fee, the commissioner may use the estimated average hourly cost, including, but not limited to, overhead, for all persons performing the examination, plus, if in the opinion of the commissioner it is necessary for any examiner engaged in the examination to travel outside this state, the travel expenses of the examiner. (1) Examination of the selling depository corporation in connection with a pending application for approval of a sale of a whole business unit (as defined in Section 4840) under Article 2 (commencing with Section 4845) of Chapter 3. (2) Examination of the partial business unit (as defined in Section 4840) to be sold and any related affairs of the selling depository corporation in connection with a pending application for approval of a sale of a partial business unit (as defined in Section 4840) under Article 2 (commencing with Section 4845) of Chapter 3. (3) Examination of the purchasing depository corporation in connection with a pending application for approval of a sale of a whole business unit (as defined in Section 4880) under Article 3.5 (commencing with Section 4876.01) of Chapter 3 or of a partial business unit (as defined in Section 4880) under Article 4.5 (commencing with Section 4878.01) of Chapter 3. (4) Examination of the surviving depository corporation in connection with a pending application for approval of a merger under Article 4 (commencing with Section 4908.01) of Chapter 4. (5) Examination of the disappearing depository corporation in connection with a pending application for approval of a merger under Article 1 (commencing with Section 4880) or Article 2 (commencing with Section 4895.01) of Chapter 4. (6) Examination of the converting depository corporation in connection with a pending application for approval of a conversion under Article 1 (commencing with Section 4920) or Article 2 (commencing with Section 4940) of Chapter 5. (Amended by Stats. 2025, Ch. 20, Sec. 11. (AB 137) Effective June 30, 2025.)
  79. 4840.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    This section defines terms used in this chapter on the sale of depository corporation business units.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4840. In this chapter, unless the context otherwise requires: (a) “Branch business unit” means all or substantially all of the business of a branch office of a depository corporation. (b) “Business unit” means a branch business unit, a partial business unit, or a whole business unit. (c) “Independent trust company” means a trust company that is neither a commercial bank nor a title insurance company. (d) “Fiduciary asset,” when used with respect to a depository corporation that transacts trust business, means any asset that the depository corporation holds in its capacity as fiduciary. (e) “Partial business unit” means all or substantially all of any of the following: (1) The business of any office, other than the head office, of a depository corporation. (2) In the case of a depository corporation that transacts trust business: (A) The trust business of the depository corporation, unless the depository corporation transacts only trust business. (B) The trust business of any office of the depository corporation. (C) The business, other than trust business, of the depository corporation. (D) The business, other than trust business, of any office of the depository corporation. In addition, “partial business unit” means any deposit, any fiduciary account, or any portion of the business of a depository corporation that includes a deposit or fiduciary account and that is less than substantially all of the business of the depository corporation. (f) “Partial trust business unit” means: (1) In the case of a California state depository corporation that is an independent trust company: (A) All or substantially all of the business of any office, other than the head office, of the depository corporation. (B) Any partial business unit consisting of one or more fiduciary accounts and no deposits. (2) In the case of a California state depository corporation that is a commercial bank or savings association: (A) All or substantially all of the trust business of the depository corporation. (B) All or substantially all of the trust business of any office, other than the head office, of the depository corporation. (C) Any partial business unit consisting of one or more fiduciary accounts and no deposits. (g) “Purchaser” means a depository corporation that purchases a business unit from another depository corporation pursuant to the provisions of this chapter. (h) “Seller” means a depository corporation that sells a business unit to another depository corporation pursuant to the provisions of this chapter. (i) “Whole business unit” means all or substantially all of the business of a depository corporation. (Amended by Stats. 1996, Ch. 887, Sec. 25. Effective September 25, 1996.)
  80. 4841.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    Section 1001 of the Corporations Code does not apply to transactions covered by this chapter.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4841. The provisions of Section 1001 of the Corporations Code shall not apply to any transaction which is subject to this chapter. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  81. 4842.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    If a trust is transferred under this chapter, that transfer is good cause to remove the trustee under the Trust Law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4842. If a trust is transferred under this chapter, the transfer shall be good cause for removal of the trustee under the Trust Law (Division 9 (commencing with Section 15000) of the Probate Code). (Repealed and added by Stats. 1995, Ch. 480, Sec. 126. Effective October 2, 1995.)
  82. 4843.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. )

    Verify source ↗

    If a qualifying national banking association or federal savings association sells a partial business unit in California to another such association under federal law, the sale has the same effect as under Section 4879.14 and is also subject to Section 4842.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. General Provisions [4840 - 4843] ( Article 1 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## 4843. In case a national banking association or federal savings association that is authorized to transact trust business in this state sells a partial business unit located in this state of the type described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) of subdivision (e) of Section 4840 to a national banking association or federal savings association pursuant to federal law, the sale shall: (a) Have the same effect as provided in subdivision (e) of Section 4879.14 in the case of a sale of the type defined in Section 4879.01. (b) Be subject to the provisions of Section 4842. (Amended by Stats. 2003, Ch. 404, Sec. 9. Effective January 1, 2004.)
  83. 4845.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    This section defines “sale” for this article as any sale described in Section 4846.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4845. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4846. (Amended by Stats. 1996, Ch. 1064, Sec. 487. Effective January 1, 1997. Operative July 1, 1997.)
  84. 4846.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    Banks, industrial loan companies, and depository corporations may sell their whole business unit only with the commissioner’s approval, subject to the article and any applicable federal or domicile law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4846. With the approval of the commissioner: (a) A bank may sell its whole business unit to a California state bank or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the seller or purchaser is a foreign bank, the law of the foreign bank’s domicile. (b) An industrial loan company may sell its whole business unit to a California industrial loan company pursuant to (1) this article and (2) in case the seller is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile. (c) A depository corporation of any class may sell its whole business unit to a California state depository corporation of another class or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the purchaser is a California state-licensed foreign (other nation) bank, the law of the foreign bank’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 488. Effective January 1, 1997. Operative July 1, 1997.)
  85. 4847.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    A seller and purchaser must make a sale agreement for the seller’s whole business unit.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4847. A seller and purchaser shall make an agreement of sale, providing: (a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, the seller’s whole business unit. (b) That the purchaser will assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them. (c) Other provisions as may be appropriate. (Amended by Stats. 1995, Ch. 480, Sec. 132. Effective October 2, 1995.)
  86. 4848.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    The sale agreement must be approved by the seller and purchaser, with the approval method depending on whether the sale is a reorganization and whether the corporation is a California state depository corporation or another depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4848. The agreement of sale shall be approved by the seller and purchaser, as follows: (a) In the case of a California state depository corporation: (1) If the sale constitutes a reorganization, as defined in Section 181 of the Corporations Code, the agreement of sale shall be approved as required by Chapter 12 (commencing with Section 1200) of Division 1 of Title 1 of the Corporations Code. (2) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the seller, the agreement of sale shall be approved by the board of the seller, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the seller. (3) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the purchaser: (A) If, as of the time when the agreement of sale is made, the deposits, if any, of the business unit are less than 10 percent of the total deposits of the purchaser and the fiduciary assets, if any, of the business unit are less than 10 percent of the total fiduciary assets of the purchaser, the agreement of sale shall be approved by the board of the purchaser. (B) Otherwise, the agreement of sale shall be approved by the board of the purchaser, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the purchaser. (4) For purposes of paragraph (3): (A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale. (B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale. (b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile. (Amended by Stats. 1995, Ch. 480, Sec. 133. Effective October 2, 1995.)
  87. 4849.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    Amendments to a sale agreement must be approved by the seller and purchaser, with special approval rules for California state depository corporations and for corporations governed by their domicile law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4849. (a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows: (1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4848 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation. (2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile. (b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale. (Amended by Stats. 1996, Ch. 887, Sec. 27. Effective September 25, 1996.)
  88. 4850.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    If the seller or purchaser is a California state depository corporation, required approval of the outstanding shares may be given before or after board approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4850. In the case of a seller or purchaser which is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4848 or 4849 may be given before or after the approval of the board of the corporation. (Amended by Stats. 1995, Ch. 480, Sec. 135. Effective October 2, 1995.)
  89. 4851.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    When approval of outstanding shares is needed for a sale agreement, the purchaser and sometimes the seller must give shareholders whatever information the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4851. In obtaining any approval of outstanding shares required for an agreement of sale, in case the purchaser is a California state depository corporation, the purchaser, and, in case the seller is a California state depository corporation or in case the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller, shall each 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. (Amended by Stats. 1996, Ch. 1064, Sec. 489. Effective January 1, 1997. Operative July 1, 1997.)
  90. 4852.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    Certain purchasers or sellers may abandon the sale before it becomes effective if the stated approval conditions are met.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4852. A purchaser or seller that is a California state depository corporation, with the approval of its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be. (Amended by Stats. 1995, Ch. 480, Sec. 137. Effective October 2, 1995.)
  91. 4853.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    If the purchaser is a California state depository corporation, Chapter 13 of the Corporations Code does not apply to the purchaser’s shareholders in the sale.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4853. In case a purchaser is a California state depository corporation, the provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code do not apply to the shareholders of the purchaser in a sale. (Amended by Stats. 1995, Ch. 480, Sec. 138. Effective October 2, 1995.)
  92. 4854.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    A purchaser must file specified sale documents with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4854. A purchaser shall file the following with the commissioner: (a) A copy of the agreement of sale. (b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849. (c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849. (d) An application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 490. Effective January 1, 1997. Operative July 1, 1997.)
  93. 4855.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    The commissioner must approve a sale application only if the listed findings are satisfied; otherwise, the application must be denied.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4855. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application: (a) That the sale will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state. (b) That the sale will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. (c) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory. (d) That the directors and executive officers of the purchaser will be satisfactory. (e) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will be operated in a safe and sound manner and in compliance with all applicable laws. (f) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. (g) In the case of a sale where the seller is a California savings association, that the sale will not have a seriously adverse effect on the total availability of financing for housing in the market area of the seller in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the purchaser to make financing for housing available. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 491. Effective January 1, 1997. Operative July 1, 1997.)
  94. 4857.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    Once the sale application is approved and all required conditions are met, the commissioner must approve and endorse the agreement of sale, and the sale then becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4857. After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes. (Amended by Stats. 1996, Ch. 1064, Sec. 493.1. Effective January 1, 1997. Operative July 1, 1997.)
  95. 4858.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    After the sale becomes effective, the purchaser may open and keep certain offices, and the commissioner must issue the authorizations needed to carry this out.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4858. When a sale becomes effective: (a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application: (1) The purchaser may establish and maintain a branch office at the head office of the seller and establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the seller. (2) If the seller was authorized to transact and was transacting trust business, the purchaser, if it is a California state bank or savings association, may transact trust business. (b) The commissioner shall issue to the purchaser certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a). (Amended by Stats. 1996, Ch. 1064, Sec. 494. Effective January 1, 1997. Operative July 1, 1997.)
  96. 4859.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    When the sale becomes effective, the purchaser generally takes the seller’s rights and property, assumes its debts and liabilities, and may continue or be substituted into pending proceedings.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4859. When a sale becomes effective: (a) The purchaser shall succeed, without other transfer, to all the rights and property of the seller except any rights and property of the seller which are specifically not sold to the purchasing corporation under the agreement of sale. (b) The purchaser shall assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them. (c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired, provided that such liens upon the property of the seller shall be limited to the property affected thereby immediately prior to the time when the sale becomes effective. (d) Any action or proceeding pending by or against the seller may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller. (e) Any reference to the seller in any writing, whether executed or taking effect before or after the sale, shall be deemed a reference to the purchaser, if not inconsistent with the other provisions of the writing. (f) In case the seller was transacting trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities, and the purchaser shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument. (Amended by Stats. 1995, Ch. 480, Sec. 142. Effective October 2, 1995.)
  97. 4860.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    A lawsuit against the seller for a debt or liability assumed by the purchaser must be started within one year after the sale becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4860. No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  98. 4861.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    After a sale becomes effective, the seller must surrender its authority or license certificates and file any sale report the commissioner requires. If the seller is a California state depository corporation, it must wind up and dissolve. If the seller is a California state bank, it may instead convert into a nonbank corporation with the commissioner's approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4861. Promptly after a sale becomes effective: (a) The seller shall: (1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner. (2) File with the commissioner any report regarding the sale that the commissioner may require. (b) In case the seller is a California state depository corporation, the seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name. (Amended by Stats. 1996, Ch. 1064, Sec. 495. Effective January 1, 1997. Operative July 1, 1997.)
  99. 4862.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. )

    Verify source ↗

    After a sale becomes effective, the commissioner must issue a certificate on application and under official seal.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank [4845 - 4862] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 128. ) ## 4862. (a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective. (b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Amended by Stats. 1996, Ch. 1064, Sec. 496. Effective January 1, 1997. Operative July 1, 1997.)
  100. 4870.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    This section defines “sale” for this article as the sales described in Section 4871, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4870. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4871. (Amended by Stats. 1995, Ch. 480, Sec. 146. Effective October 2, 1995.)
  101. 4871.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    Certain California banking entities may sell their whole business unit to specified types of banks or depository corporations, subject to this article and sometimes federal law or the purchaser’s domicile law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4871. (a) A California state bank may sell its whole business unit to 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 purchaser is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser 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 sell its whole business unit to 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 sell its whole business unit to 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 purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser 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. (Repealed and added by Stats. 1995, Ch. 480, Sec. 148. Effective October 2, 1995.)
  102. 4871.5.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    Certain California banking and savings-and-loan sellers are not blocked by the specified code provisions from making a sale, subject to the stated exception for Chapter 19 of Division 1.1.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4871.5. (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 a sale in a case where the seller is a California state bank or a California industrial loan company. (b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts a sale in a case where the seller is a California state savings and loan association. (Amended by Stats. 2013, Ch. 334, Sec. 58. (SB 537) Effective January 1, 2014.)
  103. 4872.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    A sale must follow the rules in Sections 4847 to 4850 and 4852, and is treated as a sale of the type defined in Section 4845.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4872. A sale is subject to the provisions of Sections 4847 to 4850, inclusive, and 4852 as if the sale were a sale of the type defined in Section 4845. (Amended by Stats. 1996, Ch. 887, Sec. 31. Effective September 25, 1996.)
  104. 4873.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    For a sale of the type defined in Section 4845, the sale has the same effect as under Sections 4859 and 4860.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4873. A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845. (Amended by Stats. 1995, Ch. 480, Sec. 151. Effective October 2, 1995.)
  105. 4874.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    After a sale becomes effective, the seller must surrender its certificates or licenses to the commissioner, file any required sale report, and wind up and dissolve. A California state bank may instead convert into a nonbank corporation with the commissioner’s approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4874. Promptly after a sale becomes effective: (a) The seller shall: (1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner. (2) File with the commissioner any report of the sale that the commissioner may require. (b) The seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name. (Amended by Stats. 1996, Ch. 1064, Sec. 497. Effective January 1, 1997. Operative July 1, 1997.)
  106. 4875.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. )

    Verify source ↗

    After a sale becomes effective, the seller or purchaser may issue an officer’s certificate about the sale and when it became effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4870 - 4875] ( Heading of Article 3 amended by Stats. 1996, Ch. 887, Sec. 29. ) ## 4875. (a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective. (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Amended by Stats. 1995, Ch. 480, Sec. 153. Effective October 2, 1995.)
  107. 4876.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    This section defines “sale” for this article as any sale described in Section 4876.02, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.01. In this article, unless the context otherwise requires, “sale” means any sale described in Section 4876.02. (Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
  108. 4876.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    A California state independent trust company may sell its whole business unit, but only with the commissioner’s approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.02. With the approval of the commissioner, a California state independent trust company may sell its whole business unit to an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the purchaser’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 497.2. Effective January 1, 1997. Operative July 1, 1997.)
  109. 4876.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    A sale under this section must be treated as subject to Sections 4847 to 4852, as if it were the kind of sale described in Section 4845.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.03. A sale is subject to the provisions of Sections 4847 to 4852 as if the sale were a sale of the type defined in Section 4845. (Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
  110. 4876.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    A seller must file specified documents with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.04. A seller shall file the following with the commissioner: (a) A copy of the agreement of sale. (b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849. (c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849. (d) An application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 497.3. Effective January 1, 1997. Operative July 1, 1997.)
  111. 4876.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    The commissioner must approve a sale application if all listed findings are made; otherwise, the commissioner must deny it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.05. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application: (a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory. (b) That the directors and executive officers of the purchaser will be satisfactory. (c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws. (d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 497.4. Effective January 1, 1997. Operative July 1, 1997.)
  112. 4876.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    After approval and completion of all required conditions, the commissioner must approve and endorse the sale agreement. The sale then becomes effective, unless the purchaser’s domicile law makes it effective later.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.06. After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time. (Amended by Stats. 1996, Ch. 1064, Sec. 497.5. Effective January 1, 1997. Operative July 1, 1997.)
  113. 4876.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    A sale has the same legal effect as described in Sections 4859 and 4860 for the kind of sale defined in Section 4845.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.07. A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845. (Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
  114. 4876.08.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    After a sale becomes effective, the seller must surrender its certificates of authority and file any report the commissioner requires; the seller must also wind up and dissolve, unless it gets the commissioner’s approval to become a nonbank corporation instead.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.08. Promptly after a sale becomes effective: (a) The seller shall: (1) Surrender to the commissioner for cancellation the certificates of authority issued to it by the commissioner. (2) File with the commissioner any report of the sale that the commissioner may require. (b) The seller shall wind up and dissolve. However, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name. (Amended by Stats. 1996, Ch. 1064, Sec. 497.6. Effective January 1, 1997. Operative July 1, 1997.)
  115. 4876.09.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. )

    Verify source ↗

    After a sale becomes effective, the seller or purchaser may issue an officers’ certificate about the sale and its effective time.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation [4876.01 - 4876.09] ( Article 3.5 added by Stats. 1996, Ch. 887, Sec. 32. ) ## 4876.09. (a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective. (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
  116. 4877.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    This section defines “sale” for this article as the sales described in Section 4877.02, unless context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.01. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4877.02. (Amended by Stats. 1996, Ch. 1064, Sec. 498. Effective January 1, 1997. Operative July 1, 1997.)
  117. 4877.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    A California state bank or California industrial loan company may sell a California branch business unit to certain insured foreign banks or industrial loan companies, if the sale follows this article and the buyer’s home-law requirements.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.02. A California state bank or a California industrial loan company may sell a California branch business unit to an insured foreign (other state) bank or an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the domicile of the insured foreign (other state) bank or the insured foreign (other state) industrial loan company. (Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
  118. 4877.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    Division 1.1 generally does not prohibit or restrict a sale when the seller is a California state bank or a California industrial loan company, except for Chapter 19 of Division 1.1.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.03. 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 a sale in a case where the seller is a California state bank or a California industrial loan company. (Amended by Stats. 2013, Ch. 334, Sec. 59. (SB 537) Effective January 1, 2014.)
  119. 4877.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    A sale is subject to specified provisions, as if it were the type of sale defined in another section.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.04. A sale is subject to the provisions of Sections 4879.03 to 4879.06, inclusive, and Section 4879.08 as if the sale were a sale of the type defined in Section 4879.01. (Amended by Stats. 1996, Ch. 887, Sec. 34. Effective September 25, 1996.)
  120. 4877.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    For a covered sale, the sale has the same effect as specified in Sections 4879.14 and 4879.15.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.05. A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01. (Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
  121. 4877.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    After a sale becomes effective, the seller must promptly surrender the related certificate or license to the commissioner and file any sale report the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.06. Promptly after a sale becomes effective, the seller shall: (a) Surrender to the commissioner for cancellation the certificate of authority or license issued to it by the commissioner that relates to the California branch business unit sold. (b) File with the commissioner any report of the sale that the commissioner may require. (Amended by Stats. 1996, Ch. 1064, Sec. 499. Effective January 1, 1997. Operative July 1, 1997.)
  122. 4877.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. )

    Verify source ↗

    After a sale becomes effective, the seller or purchaser may issue an officer’s certificate about the sale of a California branch business unit.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Certain Sales of Partial Business Units [4877.01 - 4877.07] ( Article 4 added by Stats. 1995, Ch. 480, Sec. 154. ) ## 4877.07. (a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold a California branch business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective. (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
  123. 4878.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    This section defines “sale” for this article as a sale described in Section 4878.02, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.01. In this article, unless the context otherwise requires, “sale” means any sale described in Section 4878.02. (Amended by Stats. 1996, Ch. 1064, Sec. 499.2. Effective January 1, 1997. Operative July 1, 1997.)
  124. 4878.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    A California state bank or savings association may sell a partial trust business unit, but only with the commissioner’s approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.02. With the approval of the commissioner, a California state bank or savings association may sell a partial trust business unit to an uninsured foreign (other state) state depository corporation pursuant to (a) this article and (b) the law of the purchaser’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 499.3. Effective January 1, 1997. Operative July 1, 1997.)
  125. 4878.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    A sale is treated as subject to Sections 4879.03 to 4879.09, inclusive, as if it were the sale type defined in Section 4879.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.03. A sale is subject to the provisions of Sections 4879.03 to 4879.09, inclusive, as if the sale were a sale of the type defined in Section 4879.01. (Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)
  126. 4878.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    The commissioner must approve a sale application if specified findings are made, and must deny it if those findings are not made.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.04. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application: (a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory. (b) That the directors and executive officers of the purchaser will be satisfactory. (c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws. (d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. (e) That the sale will not have a seriously adverse effect on the safety or soundness of the seller. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 499.4. Effective January 1, 1997. Operative July 1, 1997.)
  127. 4878.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    After the commissioner approves the sale and all required conditions are met, the commissioner must approve and endorse the agreement of sale, and the sale becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.05. After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time, except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time. (Amended by Stats. 1996, Ch. 1064, Sec. 499.5. Effective January 1, 1997. Operative July 1, 1997.)
  128. 4878.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    A sale under this section has the same effect as provided in Sections 4879.14 and 4879.15 if it is the kind of sale described in Section 4879.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.06. A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01. (Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)
  129. 4878.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    If a California state commercial bank sells all of its trust business, the commissioner must issue replacement commercial banking certificates when the sale takes effect, and the seller must promptly surrender specified certificates and file any required sale report.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.07. (a) In case a seller is a California state commercial bank and sells all of its trust business in a sale: (1) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to paragraph (2). (2) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business and shall file with the commissioner any report of the sale that the commissioner may require. (b) In any other case, promptly after the sale becomes effective, the seller shall: (1) Surrender to the commissioner for cancellation the certificate of authority or license for any office closed as a result of the sale. (2) File with the commissioner any report of the sale that the commissioner may require. (Amended by Stats. 1996, Ch. 1064, Sec. 499.6. Effective January 1, 1997. Operative July 1, 1997.)
  130. 4878.08.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

    Verify source ↗

    After a sale becomes effective, the seller or purchaser may issue an officers’ certificate about the sale and the business unit sold.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08] ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. ) ## 4878.08. (a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold a partial trust business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective. (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)
  131. 4879.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    In this article, “sale” means the sales described in Section 4879.02, unless context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.01. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4879.02. (Amended by Stats. 1996, Ch. 1064, Sec. 500. Effective January 1, 1997. Operative July 1, 1997.)
  132. 4879.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    This section allows certain banks and depository corporations to sell partial business units, but some sales require the commissioner’s approval and several cross-references to other laws apply.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.02. With the approval of the commissioner: (a) A bank may sell a partial business unit to a California state bank pursuant to (1) this article, (2) in case the seller is a national banking association or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign bank, the law of the foreign bank’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. (b) A California state bank may sell a partial business unit to another California state bank, a national banking association, or an insured foreign (other state) state bank, pursuant to (1) this article, (2) in case the purchaser is a national banking association, federal law, (3) in case the purchaser is an insured foreign (other state) state bank, the law of the foreign bank’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01. (c) A California state bank may sell a partial business unit located outside this state to a foreign (other nation) bank pursuant to (1) this article, (2) the law of the foreign bank’s domicile, and (3) the law of the place where the partial business unit is located. (d) An industrial loan company may sell a partial business unit to a California industrial loan company pursuant to (1) this article, (2) in case the seller is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile, and (3) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. (e) A California industrial loan company may sell a partial business unit to an insured industrial loan company pursuant to (1) this article, (2) in case the purchaser is an insured foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile, and (3) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01. (f) A depository corporation of any class may sell a partial business unit to a California state depository corporation of another class pursuant to (1) this article, (2) in case the seller is a federal depository corporation, federal law, (3) in case the seller is a foreign (other state) state depository corporation or foreign (other nation) depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. (g) A California state depository corporation of any class may sell a partial business unit to a federal depository corporation of another class or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation, federal law, (3) in case the purchaser is an insured foreign (other state) state depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01. (h) A depository corporation may sell a partial business unit located in this state to a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) the law of the purchaser’s domicile. (i) A California state-licensed foreign (other nation) bank may sell a partial business unit located in this state to a California state depository corporation, a federal depository corporation, an insured foreign (other state) state depository corporation, another California state-licensed foreign (other nation) bank, or a California federally licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the purchaser is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) the law of the seller’s domicile. (j) A California state depository corporation may sell a partial business unit located in this state to a California federally licensed foreign (other nation) bank pursuant to (1) this article, (2) federal law, and (3) the law of the purchaser’s domicile. (k) A California federally licensed foreign (other nation) bank may sell a partial business unit located in this state to a California state depository corporation pursuant to (1) this article, (2) federal law, and (3) the law of the seller’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 501. Effective January 1, 1997. Operative July 1, 1997.)
  133. 4879.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    A seller and purchaser must enter into an agreement of sale for a partial business unit.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.03. A seller and purchaser shall make an agreement of sale, providing: (a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, a partial business unit, describing it. (b) Other provisions as may be appropriate. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  134. 4879.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    This section requires approval of an agreement of sale, with the approval body depending on the type and size of the depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.04. The agreement of sale shall be approved by the seller and purchaser, as follows: (a) In the case of a California state depository corporation: (1) If, as of the time when the agreement of sale is made, the deposits, if any, of the partial business unit are less than 10 percent of the total deposits of the state depository corporation and the fiduciary assets, if any, of the partial business unit are less than 10 percent of the total fiduciary assets of the state depository corporation, the agreement of sale shall be approved by the board of the state depository corporation. (2) Otherwise, the agreement of sale shall be approved by the board of the state depository corporation, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the state depository corporation. (3) For purposes of paragraphs (1) and (2): (A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale. (B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale. (b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  135. 4879.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    Amendments to an agreement of sale must be approved by the seller and purchaser, with extra approval requirements depending on the type of depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.05. (a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows: (1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4879.04 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation. (2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile. (b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  136. 4879.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    If the seller or purchaser is a California state depository corporation, approval of the outstanding shares may be given either before or after the board approves the depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.06. In the case of a seller or purchaser that is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4879.04 or 4879.05 may be given before or after the approval of the board of the depository corporation. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  137. 4879.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    Certain California state depository corporations involved in a sale must give shareholders information that the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.07. In obtaining any approval of outstanding shares required for an agreement of sale, a purchaser or seller that is a California state depository corporation and, in any case where the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller shall each 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. (Amended by Stats. 1996, Ch. 1064, Sec. 502. Effective January 1, 1997. Operative July 1, 1997.)
  138. 4879.08.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    Certain purchasers or sellers may abandon a sale before it becomes effective if the stated approval conditions are met.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.08. A purchaser or seller that is a California state depository corporation, with the approval or its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, in its discretion, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  139. 4879.09.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    Certain purchasers or sellers must file sale documents and approval certificates with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.09. A purchaser or seller that is a California state depository corporation or California state-licensed foreign (other nation) bank, shall file the following with the commissioner: (a) A copy of the agreement of sale. (b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4879.04 and 4879.05. (c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4879.04 and 4879.05. (d) An application for approval of the sale. (Amended by Stats. 1996, Ch. 1064, Sec. 503. Effective January 1, 1997. Operative July 1, 1997.)
  140. 4879.10.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    The commissioner must approve a sale application if the statute’s required findings are met, and must deny it if they are not.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.10. (a) In case the purchaser is either, and the seller is not either, a California state depository corporation or California state-licensed foreign (other nation) bank, if the commissioner finds all of the following with respect to an application for approval of a sale, he or she shall approve the application: (1) That the sale will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state. (2) That the sale will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. (3) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory. (4) That the directors and executive officers of the purchaser will be satisfactory. (5) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will be operated in a safe and sound manner and in compliance with all applicable laws. (6) That the sale will be fair, just, and equitable. For purposes of this paragraph, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. (7) In the case of a sale where the seller is a California savings association, that the sale will not have a seriously adverse effect on the total availability of financing for housing in any market area of the seller in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the purchaser to make financing for housing available. If the commissioner finds otherwise, he or she shall deny the application for approval of the sale. (b) In case the seller is either, and the purchaser is not either, a California state depository corporation or a California state-licensed foreign (other nation) bank, if the commissioner finds all of the following with respect to an application for approval of a sale, he or she shall approve the application: (1) That the sale will not have a seriously adverse effect on the safety or soundness of the seller. (2) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser. If the commissioner finds otherwise, he or she shall deny the application for approval of the sale. (c) In case the seller and the purchaser are each either a California state depository corporation or a California state depository corporation or a California state-licensed foreign (other nation) bank, if the commissioner finds all of the factors set forth in subdivisions (a) and (b) with respect to an application for approval of a sale, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application. (Amended by Stats. 1996, Ch. 1064, Sec. 504.1. Effective January 1, 1997. Operative July 1, 1997.)
  141. 4879.11.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    Once the commissioner has approved the sale application and all conditions precedent are met, the commissioner must approve and endorse the agreement of sale, and the sale then becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.11. After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes. (Added by renumbering Section 4879.12 by Stats. 2003, Ch. 404, Sec. 10. Effective January 1, 2004.)
  142. 4879.12.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    After a sale becomes effective, the purchaser may set up equivalent offices at transferred locations, and in some cases may also transact trust business. The commissioner must issue the authorizations needed to carry this out.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.12. When a sale becomes effective, in case the purchaser is a California state depository corporation or California state-licensed foreign (other nation) bank: (a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application: (1) The purchaser may establish equivalent offices at any branch offices, places of business, extensions of offices, and other facilities of the seller transferred in the sale. (2) If the seller was authorized to transact trust business and if the partial business unit sold includes any trust business, the purchaser, if it is a California state bank or savings association, may transact trust business. (b) The commissioner shall issue to the purchaser certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a). (Added by renumbering Section 4879.13 by Stats. 2003, Ch. 404, Sec. 11. Effective January 1, 2004.)
  143. 4879.13.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    If a California state commercial bank sells all of its trust business, the commissioner must issue replacement certificates of authority when the sale takes effect, and the seller must promptly surrender its old certificates for cancellation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.13. In case a seller is a California state commercial bank and sells all of its trust business in a sale: (a) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to subdivision (b). (b) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business. (Added by renumbering Section 4879.135 by Stats. 2003, Ch. 404, Sec. 12. Effective January 1, 2004.)
  144. 4879.14.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    When a sale becomes effective, the purchaser takes the seller’s sold rights and property and assumes the sold debts and liabilities. If trust business is included, the purchaser also succeeds to related fiduciary capacities; if it is all or substantially all of the seller’s trust business, the purchaser may take the appointment to those capacities.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.14. When a sale becomes effective: (a) The purchaser shall succeed, without other transfer, to all rights and property of the seller which are sold to the purchaser under the agreement of sale. (b) The purchaser shall assume in the same manner as if the purchaser had itself incurred such debts and liabilities, and shall be subject to, all debts and liabilities of the seller transferred to the purchaser under the agreement of sale. (c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired. (d) Any action or proceeding pending by or against the seller which was sold or transferred to the purchaser under the agreement of sale may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller. (e) (1) In case the partial business unit sold includes trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities sold to the purchaser under the agreement of sale, to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities. (2) In case the partial business unit sold constitutes all or substantially all the trust business of the seller, the purchaser shall, in addition, be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  145. 4879.15.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    An action against the seller for a debt or liability assumed by the purchaser must be brought within one year after the sale becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.15. No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  146. 4879.16.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    After a sale becomes effective, the seller must surrender relevant certificates or licenses to its regulator and file any sale report the regulator requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.16. Promptly after a sale becomes effective, the seller shall: (a) Surrender to its regulator for cancellation the certificates of authority or licenses issued to it by the regulator that relate to the partial business unit sold. (b) File with its regulator any report regarding the sale that the regulator may require. (Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
  147. 4879.17.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. )

    Verify source ↗

    After a sale becomes effective, the commissioner must issue a sealed certificate on application.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 3. Sale [4840 - 4879.17] ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 5. Other Sales of Partial Business Units [4879.01 - 4879.17] ( Article 5 added by Stats. 1995, Ch. 480, Sec. 155. ) ## 4879.17. (a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold a partial business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective. (b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value. (Amended by Stats. 1996, Ch. 1064, Sec. 508. Effective January 1, 1997. Operative July 1, 1997.)
  148. 4880.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    This section defines “agreement of merger” and “merger” for this article, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4880. In this article, unless the context otherwise requires: (a) “Agreement of merger” includes a certificate of ownership executed pursuant to Section 1110 of the Corporations Code. (b) “Merger” means any of the mergers described in Section 4881. (Amended by Stats. 1996, Ch. 1064, Sec. 509.1. Effective January 1, 1997. Operative July 1, 1997.)
  149. 4881.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    With the commissioner’s approval, certain banks, industrial loan companies, and depository corporations may merge into specified California institutions, subject to additional law depending on the type and domicile of the disappearing institution.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4881. (a) With the approval of the commissioner, a bank may merge into a California state bank pursuant to (1) this article, (2) in case the disappearing bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing bank is a foreign bank, the law of the foreign bank’s domicile. (b) With the approval of the commissioner, an industrial loan company may merge into a California industrial loan company pursuant to (1) this article and (2) in case the disappearing industrial loan company is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile. (c) With the approval of the commissioner, a depository corporation of any class may merge into a California state depository corporation of another class pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing depository corporation is a foreign depository corporation, the law of the disappearing depository corporation’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 510. Effective January 1, 1997. Operative July 1, 1997.)
  150. 4882.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    For a merger, the surviving depository corporation—and the disappearing one if securities will be issued for the merger—must give shareholders whatever information the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4882. In obtaining any approval of outstanding shares required for a merger, the surviving depository corporation and, in case the surviving depository corporation is to issue securities in consideration of the merger, the disappearing depository corporation shall each provide to its shareholders such 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. (Amended by Stats. 1996, Ch. 1064, Sec. 511. Effective January 1, 1997. Operative July 1, 1997.)
  151. 4883.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    In a merger, Chapter 13 of the Corporations Code does not apply to the shareholders of the surviving depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4883. The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to the shareholders of the surviving depository corporation in a merger. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  152. 4884.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    A surviving depository corporation must file an application with the commissioner to get merger approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4884. A surviving depository corporation shall file with the commissioner an application for approval of the merger. (Amended by Stats. 1996, Ch. 1064, Sec. 512. Effective January 1, 1997. Operative July 1, 1997.)
  153. 4885.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    The commissioner must approve a merger application if specified competition, financial, management, fairness, and housing-financing findings are satisfied.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4885. If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application: (a) That the merger will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state. (b) That the merger will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served. (c) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory. (d) That the directors and executive officers of the surviving depository corporation will be satisfactory. (e) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws. (f) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation. (g) In the case of a merger where the disappearing depository corporation is a California savings association, that the merger will not have a seriously adverse effect on the total availability of financing for housing in any market area of the disappearing 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 merger in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the surviving depository corporation to make financing for housing available. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger. (Amended by Stats. 1996, Ch. 1064, Sec. 513. Effective January 1, 1997. Operative July 1, 1997.)
  154. 4887.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    If merger approval has already been granted and all conditions are met, the commissioner must approve and endorse the merger agreement. After the agreement is filed with the Secretary of State, the surviving depository corporation must file a Secretary of State-certified copy with the commissioner, and the merger then becomes effective for all purposes.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4887. (a) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the agreement of merger and endorse the approval on the agreement of merger. (b) After the agreement of merger has been filed with the Secretary of State, the surviving depository corporation shall file with the commissioner a copy of the agreement of merger certified by the Secretary of State, and at that time the merger shall become effective for all purposes. (Amended by Stats. 1996, Ch. 1064, Sec. 515. Effective January 1, 1997. Operative July 1, 1997.)
  155. 4888.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    After a merger becomes effective, the surviving depository corporation may open and maintain certain offices, may continue trust business in some cases, and the commissioner must issue needed authorizations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4888. When a merger becomes effective: (a) Unless the surviving depository corporation provided otherwise in the application for approval of the merger or unless the commissioner provided otherwise in the approval of the application: (1) The surviving depository corporation may establish and maintain a branch office at the head office of the disappearing depository corporation and may establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the disappearing corporation. (2) If the disappearing depository corporation was authorized to transact and was transacting trust business, the surviving depository corporation, if it is a California state bank or savings association, may transact trust business. (b) The commissioner shall issue to the surviving depository corporation certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a). (Amended by Stats. 1996, Ch. 1064, Sec. 516. Effective January 1, 1997. Operative July 1, 1997.)
  156. 4889.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    When a merger takes effect, references to the disappearing depository corporation are treated as references to the surviving corporation, and the surviving corporation succeeds to certain trust-related rights and obligations.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4889. (a) When a merger becomes effective: (1) Any reference to the disappearing depository corporation in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the surviving corporation, if not inconsistent with the other provisions of the writing. (2) In case the disappearing depository corporation was transacting trust business, the surviving depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the disappearing depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all their fiduciary or representative capacities to the same extent as if the surviving depository corporation had originally assumed such fiduciary or representative capacities, and the surviving depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the disappearing depository corporation is or may be named in wills, whenever probated, or to which the disappearing depository corporation is or may be named or appointed by any other instrument. (b) Subdivision (a) shall be construed as clarifying and amplifying, not as limiting or restricting, the provisions of Section 1107 of the Corporations Code. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  157. 4890.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    After a merger becomes effective, the surviving depository corporation must surrender the disappearing corporation’s authority/licenses and file a merger report; the commissioner must also file a report with the Secretary of State.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4890. Promptly after a merger becomes effective: (a) The surviving depository corporation shall: (1) Surrender to the regulator of the disappearing depository corporation for cancellation the certificates of authority or licenses issued to the disappearing depository corporation by the regulator; and (2) File with the regulator of the disappearing depository corporation such report regarding the merger as the regulator may require. (b) The commissioner shall file a report regarding the merger with the Secretary of State. (Amended by Stats. 1996, Ch. 1064, Sec. 517. Effective January 1, 1997. Operative July 1, 1997.)
  158. 4891.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

    Verify source ↗

    After a merger becomes effective, the commissioner must issue a certificate on application.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. ) ## 4891. (a) After a merger becomes effective, the commissioner shall, upon application, issue a certificate under his or her official seal, 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 such matters in favor of any innocent purchaser or encumbrancer for value. (Amended by Stats. 1996, Ch. 1064, Sec. 518. Effective January 1, 1997. Operative July 1, 1997.)
  159. 4895.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    This section defines “merger” for this article as the mergers described in Section 4895.02, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.01. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4895.02. (Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
  160. 4895.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    A California depository corporation, and certain out-of-state depository corporations with a branch in California, may merge into a California state-licensed foreign (other nation) bank if the commissioner approves.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.02. With the approval of the commissioner: (a) A California depository corporation may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the law of the foreign bank’s domicile. (b) A foreign (other state) depository corporation that has a branch office in this state may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the laws of the domiciles of the disappearing depository corporation and of the foreign bank. (Amended by Stats. 1996, Ch. 1064, Sec. 519. Effective January 1, 1997. Operative July 1, 1997.)
  161. 4895.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    If the disappearing depository corporation is a California state depository corporation, the merger must follow Section 1108 of the Corporations Code.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.03. In case the disappearing depository corporation is a California state depository corporation, a merger is subject to the provisions of Section 1108 of the Corporations Code. (Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
  162. 4895.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    A merger of a disappearing depository corporation has the same legal effect as stated in other referenced code sections, with the effect depending on whether the corporation is a California state depository corporation.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.04. (a) In case the disappearing depository corporation is a California state depository corporation, a merger has the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880. (b) In case the disappearing depository corporation is not a California state depository corporation, a merger has the same effect with respect to the disappearing corporation’s business in this state as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880. (Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
  163. 4895.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    A merger cannot take effect unless the commissioner approves it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.05. (a) A merger shall not become effective unless it has been approved by the commissioner. (b) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger. (Amended by Stats. 1996, Ch. 1064, Sec. 520.1. Effective January 1, 1997. Operative July 1, 1997.)
  164. 4895.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. )

    Verify source ↗

    A merger is treated as subject to specified merger provisions from other sections, as if it were the type of merger defined in Section 4880.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Merger Into California State-Licensed Foreign (Other Nation) Bank [4895.01 - 4895.06] ( Article 2 added by Stats. 1995, Ch. 480, Sec. 164. ) ## 4895.06. A merger is subject to the provisions of Sections 4884 to 4885, inclusive, and 4888 to 4891, inclusive, as if the merger were a merger of the type defined in Section 4880. (Amended by Stats. 1996, Ch. 887, Sec. 43. Effective September 25, 1996.)
  165. 4900.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    This section defines “merger” for this article as the mergers described in Section 4901, unless context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4900. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4901. (Amended by Stats. 1995, Ch. 480, Sec. 166. Effective October 2, 1995.)
  166. 4901.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    This section allows certain California banks, industrial loan companies, and depository corporations to merge into specified federal or foreign banking entities, subject to the stated governing-law conditions.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 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. (Repealed and added by Stats. 1995, Ch. 480, Sec. 168. Effective October 2, 1995.)
  167. 4901.5.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    This section says certain other code provisions do not prohibit or restrict mergers of specified California depository institutions.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4901.5. (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. (Amended by Stats. 2013, Ch. 334, Sec. 60. (SB 537) Effective January 1, 2014.)
  168. 4902.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    A merger must comply with Section 1108 of the Corporations Code.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4902. A merger is subject to the provisions of Section 1108 of the Corporations Code. (Amended by Stats. 1995, Ch. 480, Sec. 170. Effective October 2, 1995.)
  169. 4903.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    A merger has the same legal effect as stated in Section 1107 of the Corporations Code, and also as provided in Section 4889 for mergers of the type defined in Section 4880.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4903. 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. (Amended by Stats. 1995, Ch. 480, Sec. 172. Effective October 2, 1995.)
  170. 4904.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    After a merger takes effect, the surviving depository corporation must surrender the disappearing corporation’s authority or license certificates to the commissioner and file any merger report the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4904. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 521. Effective January 1, 1997. Operative July 1, 1997.)
  171. 4905.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. )

    Verify source ↗

    After a merger becomes effective, the surviving depository corporation may issue an officer’s certificate about the merger.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation [4900 - 4905] ( Heading of Article 3 renumbered from Article 5 by Stats. 1995, Ch. 480, Sec. 165. ) ## 4905. (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. (Amended by Stats. 1995, Ch. 480, Sec. 173. Effective October 2, 1995.)
  172. 4908.01.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    This section defines “merger” for this article as any merger described in Section 4908.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.01. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4908.02. (Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
  173. 4908.02.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    A California state independent trust company may merge into an uninsured foreign (other state) state depository corporation only with the commissioner’s approval.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.02. With the approval of the commissioner, a California state independent trust company may merge into an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the surviving depository corporation’s domicile. (Amended by Stats. 1996, Ch. 1064, Sec. 521.2. Effective January 1, 1997. Operative July 1, 1997.)
  174. 4908.03.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    A merger must comply with Section 1108 of the Corporations Code.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.03. A merger is subject to the provisions of Section 1108 of the Corporations Code. (Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
  175. 4908.04.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    A disappearing or surviving depository corporation must file a merger-approval application with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.04. A disappearing or surviving depository corporation shall file an application for approval of a merger with the commissioner. (Amended by Stats. 1996, Ch. 1064, Sec. 521.3. Effective January 1, 1997. Operative July 1, 1997.)
  176. 4908.05.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    A merger cannot take effect unless the commissioner approves it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.05. A merger shall not become effective unless it has been approved by the commissioner. (Amended by Stats. 1996, Ch. 1064, Sec. 521.4. Effective January 1, 1997. Operative July 1, 1997.)
  177. 4908.06.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    The commissioner must approve a merger application if the specified financial and fairness findings are satisfied, and must deny it if those findings are not met.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.06. If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application: (a) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory. (b) That the directors and executive officers of the surviving depository corporation will be satisfactory. (c) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws. (d) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger. (Amended by Stats. 1996, Ch. 1064, Sec. 521.5. Effective January 1, 1997. Operative July 1, 1997.)
  178. 4908.07.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    The commissioner must approve the merger once the merger application has been approved and all conditions precedent are met.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.07. After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger. (Amended by Stats. 1996, Ch. 1064, Sec. 521.7. Effective January 1, 1997. Operative July 1, 1997.)
  179. 4908.08.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    A merger has the same legal effect as described in the referenced code sections, when it is the type of merger covered by Section 4880.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.08. A merger shall have the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880. (Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
  180. 4908.09.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    After a merger becomes effective, the surviving depository corporation must surrender the disappearing corporation’s authority certificates or licenses to the commissioner and file any merger report the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.09. Promptly after a merger becomes effective, the surviving depository corporation shall: (a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation. (b) File with the commissioner any report regarding the merger that the commissioner may require. (Amended by Stats. 1996, Ch. 1064, Sec. 521.8. Effective January 1, 1997. Operative July 1, 1997.)
  181. 4908.10.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. )

    Verify source ↗

    After a merger becomes effective, the surviving depository corporation may issue an officers’ certificate about the merger and its effective time.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 4. Merger [4880 - 4908.10] ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation [4908.01 - 4908.10] ( Article 4 added by Stats. 1996, Ch. 887, Sec. 46. ) ## 4908.10. (a) After a merger becomes effective, the surviving depository corporation may issue an officers’ 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. (Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
  182. 4920.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    This section defines “conversion” for this article as the conversions described in Section 4921.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4920. In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4921. (Amended by Stats. 1996, Ch. 1064, Sec. 522. Effective January 1, 1997. Operative July 1, 1997.)
  183. 4921.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    A California state depository corporation may convert into another class if the commissioner approves.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 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. (Amended by Stats. 1996, Ch. 1064, Sec. 523. Effective January 1, 1997. Operative July 1, 1997.)
  184. 4922.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    A converting depository corporation must adopt and file required amendments with the commissioner to carry out a conversion; bylaw amendments do not take effect until the commissioner approves them and the conversion becomes effective.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4922. (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. (Amended by Stats. 1996, Ch. 1064, Sec. 524. Effective January 1, 1997. Operative July 1, 1997.)
  185. 4923.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    A converting depository corporation must give its shareholders whatever information the commissioner requires when shareholder approval is needed for certain amendments.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4923. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 525. Effective January 1, 1997. Operative July 1, 1997.)
  186. 4924.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    A converting depository corporation must file an application with the commissioner to get approval of the conversion.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4924. A converting depository corporation shall file with the commissioner an application for approval of the conversion. (Amended by Stats. 1996, Ch. 1064, Sec. 526. Effective January 1, 1997. Operative July 1, 1997.)
  187. 4925.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    The commissioner must approve a conversion application if the listed financial, management, name, operation, and housing-finance findings are met; otherwise, the commissioner must deny it.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4925. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 527. Effective January 1, 1997. Operative July 1, 1997.)
  188. 4927.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    After conversion approval and satisfaction of all conditions precedent, the commissioner must approve and endorse the amendment documents and set the filing time; the conversion becomes effective when the documents are filed with the Secretary of State.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4927. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 529. Effective January 1, 1997. Operative July 1, 1997.)
  189. 4928.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    When a conversion becomes effective, the commissioner must issue the appropriate authority, license, or other authorization to the resulting depository corporation and, if needed, to continuing facilities.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4928. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 530. Effective January 1, 1997. Operative July 1, 1997.)
  190. 4929.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    After a conversion becomes effective, the resulting depository corporation must turn over its prior authority or license documents to the commissioner and file any conversion report the commissioner requires.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4929. 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. (Amended by Stats. 1996, Ch. 1064, Sec. 531. Effective January 1, 1997. Operative July 1, 1997.)
  191. 4930.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. )

    Verify source ↗

    After a conversion becomes effective, the commissioner must issue a certificate on application.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 1. Conversion of California State Depository Corporation Into California State Depository Corporation [4920 - 4930] ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 174. ) ## 4930. (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. (Amended by Stats. 1996, Ch. 1064, Sec. 532. Effective January 1, 1997. Operative July 1, 1997.)
  192. 4940.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    This section defines “conversion” for this article as the conversions described in Section 4941, unless the context requires otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4940. In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4941. (Amended by Stats. 1996, Ch. 1064, Sec. 533. Effective January 1, 1997. Operative July 1, 1997.)
  193. 4941.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    A national banking association or a federal depository corporation may convert under this section, but only with the commissioner’s approval and subject to federal law and this article.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4941. With the approval of the commissioner: (a) A national banking association may convert into a California state bank pursuant to this article and federal law. (b) A federal depository corporation of any class may convert into a California state depository corporation of another class pursuant to federal law and this article. (Amended by Stats. 1996, Ch. 1064, Sec. 534. Effective January 1, 1997. Operative July 1, 1997.)
  194. 4942.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    A converting depository corporation must adopt a plan of conversion under federal law.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4942. A converting depository corporation shall adopt a plan of conversion pursuant to the provisions of federal law. (Added by Stats. 1982, Ch. 1411, Sec. 3.)
  195. 4943.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    A converting depository corporation must give shareholders whatever information the commissioner requires when seeking approval of outstanding shares for a conversion plan.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4943. In obtaining any approval of outstanding shares required for a plan of conversion, 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. (Amended by Stats. 1996, Ch. 1064, Sec. 535. Effective January 1, 1997. Operative July 1, 1997.)
  196. 4944.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    A converting depository corporation must file specified conversion documents with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4944. A converting depository corporation shall file the following with the commissioner: (a) The plan of conversion. (b) An officer’s certificate certifying that the plan of conversion has been approved as required by federal law. (c) An application for approval of the conversion. (Amended by Stats. 1996, Ch. 1064, Sec. 536. Effective January 1, 1997. Operative July 1, 1997.)
  197. 4945.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    The commissioner must approve a conversion application if all Section 4925 factors are found, and must deny it otherwise.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4945. If the commissioner finds all of the factors set forth in Section 4925 with respect to an application for approval of a conversion, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion. (Amended by Stats. 1996, Ch. 1064, Sec. 537. Effective January 1, 1997. Operative July 1, 1997.)
  198. 4946.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    A converting depository corporation must file an application for approval of the resulting corporation’s articles with the commissioner after conversion approval and before the conversion takes effect; the commissioner must endorse approval if the articles are approved, and the resulting depository corporation must later file a Secretary of State-certified copy with the commissioner.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4946. After an application for approval of a conversion has been approved by the commissioner but before the conversion becomes effective, the converting depository corporation shall file with the commissioner an application for approval of the articles of the resulting depository corporation. When the commissioner approves the articles, the commissioner shall endorse the approval on the articles. After the articles are filed with the Secretary of State, the resulting depository corporation shall file with the commissioner a copy of the articles certified by the Secretary of State. (Amended by Stats. 2003, Ch. 404, Sec. 13. Effective January 1, 2004.)
  199. 4948.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

    Verify source ↗

    After a conversion application is approved and all conditions are met, the commissioner must issue the appropriate certificate or license to the resulting depository corporation; the conversion becomes effective when that issuance occurs.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4948. (a) After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall: (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 California 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) Upon the issuance of the certificate of authority or license pursuant to subdivision (a), the conversion shall become effective for all purposes. (Amended by Stats. 1996, Ch. 1064, Sec. 540. Effective January 1, 1997. Operative July 1, 1997.)
  200. 4949.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. )

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    When a conversion becomes effective, the commissioner must issue the resulting depository corporation the needed certificates, licenses, or other authorizations for the facilities it will continue to operate.

    ## Financial Code - FIN ## DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966] ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. ) ## CHAPTER 5. Conversion [4920 - 4966] ( Chapter 5 added by Stats. 1982, Ch. 1411, Sec. 3. ) ## ARTICLE 2. Conversion of Federal Depository Corporation Into California State Depository Corporation [4940 - 4952] ( Heading of Article 2 amended by Stats. 1995, Ch. 480, Sec. 182. ) ## 4949. When a conversion becomes effective, the commissioner shall 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. (Amended by Stats. 1996, Ch. 1064, Sec. 541. Effective January 1, 1997. Operative July 1, 1997.)

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