Missouri Revised Statutes

Chapter 362
Banks and Trust Companies

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Definitions.

362.010. When used in this chapter, the term:

(1) "Aggregate demand deposits" means the deposit against which reserves must be maintained by banks and trust companies and includes total deposits, all amounts due to banks, bankers and trust companies, the amount due on certified and cashier's checks, and for unpaid dividends, less the following items:

(a) Total time deposits;

(b) The amounts due it on demand from banks, bankers and trust companies, other than its reserve depositaries, including foreign exchange balances credited to it and subject to draft;

(c) The excess due it from reserve depositaries over the amount required to maintain its total reserves;

(2) "Assessment" shall be construed as synonymous with the word "forfeiture";

(3) "Bank" means any corporation soliciting, receiving or accepting money, or its equivalent, on deposit as a business, whether the deposit is made subject to check, or is evidenced by a certificate of deposit, a passbook, a note, a receipt, or other writing, and specifically a commercial bank chartered under this chapter or a national bank located in this state;

(4) "Demand deposits" means deposits, payment of which can legally be required as provided in federal law and regulation;

(5) "Dividend period" means the period from the date as of which the last dividend of any corporation to which this chapter is applicable was declared to the date selected for the declaration of the next dividend; or the period from the date when its corporate existence began to the date as of which the first dividend is declared;

(6) "Net earnings" means the excess of gross earnings of any corporation to which this chapter is applicable over expenses and losses chargeable against the earnings during any dividend period;

(7) "Population" means population as determined by the last state or federal enumeration; or when used in connection with the words "unincorporated village" as determined by the finance commissioner from the best available sources of information, except as otherwise provided in this chapter;

(8) "Reserve depositary" means a bank, trust company or banking corporation approved by the finance director as a depositary for reserves on deposit;

(9) "Reserves on deposit" means the reserves against deposits maintained by any corporation pursuant to this chapter in reserve depositaries, or in a federal reserve bank of which the corporation is a member, and not in excess of the amount authorized by this chapter;

(10) "Reserves on hand" means the reserves against deposits kept in the vault of any individual or corporation pursuant to the provisions of this chapter;

(11) "Stockholder", unless otherwise qualified, means a person who appears by the books of a stock corporation to be the owner and holder of one or more shares of the stock of the corporation;

(12) "Surplus" means the excess of assets over liabilities including liability to stockholders;

(13) "Surplus fund" means a fund created pursuant to the provisions of this chapter by a bank or trust company from its net earnings or undivided profits, which to the amount specified in this chapter is not available for the payment of dividends and cannot be used for the payment of expenses or losses so long as any corporation has undivided profits;

(14) "Time deposits" means all deposits, the payment of which cannot legally be required as provided in federal law and regulation;

(15) "Total profits" means the total amount of undistributed net earnings of any corporation to which this chapter is applicable from the date of its organization, including such portions of its surplus fund or guaranty fund as have been derived from net earnings or from undivided profits;

(16) "Total reserves" means the aggregate of reserves on hand and reserves on deposit maintained pursuant to the provisions of this chapter;

(17) "Undivided profits" means the credit balance of the profit and loss account of any corporation to which this chapter is applicable.

(RSMo 1939 §§ 7998, 8002, A. 1949 H.B. 2085, A.L. 1967 p. 445, A.L. 2003 H.B. 221 merged with S.B. 346)

Prior revisions: 1929 §§ 5402, 5410; 1919 § 11788

CROSS REFERENCE:

United States census, when effective, 1.100

Trust business not engaged in, when--prohibition on use of words"trust company", when.

362.011. 1. For the purposes of this chapter, a person does not engage in the trust business by:

(1) The rendering of fiduciary services by an attorney-at-law admitted to the practice of law in this state;

(2) Rendering services as a certified or registered public accountant in the performance of duties as such;

(3) Acting as a trustee or receiver in bankruptcy;

(4) Engaging in the business of an escrow agent;

(5) Receiving rents and proceeds of sale as a licensed real estate broker on behalf of the principal;

(6) Acting as trustee under a deed of trust made only as security for the payment of money or for the performance of another act;

(7) Acting in accordance with its authorized powers as a religious, charitable, educational, or other not-for-profit corporation or as a charitable trust or as an unincorporated religious organization;

(8) Engaging in securities transactions as a dealer or salesman;

(9) Acting as either a receiver under the supervision of a court or as an assignee for the benefit of creditors under the supervision of a court; or

(10) Engaging in such other activities that the director may prescribe by rule.

2. Persons consigned to be not engaged in the trust business pursuant to subsection 1 of this section shall not use the words "trust company" as part of any artificial or corporate name or title nor shall such persons engage in any other conduct that violates section 362.425.

(L. 2002 H.B. 1537 merged with S.B. 742)

No private banks shall be established--who may incorporate--when.

362.015. 1. From and after the passage of this law no private banks shall be established in this state.

2. When authorized by the finance director as provided in section 362.035 any five or more persons who shall have associated themselves by articles of agreement, in writing, as provided by law, for the purpose of establishing a bank or trust company may be incorporated under any name or title designating such business. Such persons may act on behalf of a bank holding company.

(RSMo 1939 §§ 7939, 7999, A.L. 1967 p. 445, A.L. 1984 H.B. 1373)

Prior revisions: 1929 § 5344; 1919 § 11727; 1909 § 1092

Articles of agreement--contents.

362.020. 1. The articles of agreement mentioned in this chapter shall set out:

(1) The corporate name of the proposed corporation. The corporate name shall not be a name, or an imitation of a name, used within the preceding fifty years as a corporate title of a bank or trust company incorporated in this state;

(2) The name of the city or town and county in this state in which the corporation is to be located;

(3) The amount of the capital stock of the corporation, the number of shares into which it is divided, and the par value thereof; that the same has been subscribed in good faith and all thereof actually paid up in lawful money of the United States and is in the custody of the persons named as the first board of directors or managers;

(4) The names and places of residences of the several shareholders and number of shares subscribed by each;

(5) The number and the names of the first directors;

(6) The purposes for which the corporation is formed;

(7) Any provisions relating to the preemptive rights of a shareholder as provided in section 351.305.

2. The articles of agreement may designate the number of directors necessary to constitute a quorum, and may provide for the number of years the corporation is to continue, or may provide that the existence of the corporation shall continue until the corporation shall be dissolved by consent of the stockholders or by proceedings instituted by the state under any statute now in force or hereafter enacted.

(RSMo 1939 § 7940, A.L. 1949 p. 280, A.L. 1967 p. 445, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5345; 1919 § 11728; 1909 § 1093

Trust company may refuse demand deposits by its articles ofincorporation, effect of.

362.023. 1. Other provisions of the law to the contrary notwithstanding, the articles of agreement of any trust company may preclude the acceptance of demand deposits, in which case the procedure for granting or denying a charter for the proposed trust company shall be as provided in sections 362.025 to 362.040, except that the determination of need and convenience as provided in section 362.030 shall be limited to the need for fiduciary services as authorized under subsection 2 of section 362.105.

2. No trust company the articles of which preclude or do not affirmatively provide for the acceptance of demand deposits, and no trust company which does not regularly accept demand deposits on September 28, 1977, shall accept demand deposits without a certificate issued by the director of finance authorizing the acceptance of demand deposits. The application for such certificate shall be treated as an application for a new charter and shall be granted or denied as provided in sections 362.030 to 362.040.

(L. 1977 S.B. 420)

Articles of agreement to be filed.

362.025. The articles of agreement shall be signed and acknowledged by the parties thereto, and three copies thereof shall be filed with the director of finance. If the director finds the articles to be improperly drawn, he or she shall immediately return them to the parties indicating the corrections to be made. If the director finds the articles to be in proper form, he or she shall return one copy to the parties with an indication that they are approved as to form, and shall file one copy in the public records of the division of finance which shall be a permanent record.

(RSMo 1939 § 7941, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5346; 1919 § 11729; 1909 § 1093

Director to examine as to character and capital.

362.030. 1. When any bank or trust company has filed with the director proper copies of its articles of agreement, paid all incorporation and other fees in full, as required by law and provided the cash required by law, the director, before the bank or trust company shall complete its incorporation, shall cause an examination to be made to ascertain whether the requisite capital of the bank or trust company has been subscribed in good faith and paid in actual cash and is ready for use in the transaction of business of the proposed bank or trust company, and whether the character, responsibility and general fitness of the persons named in the articles of agreement and any bank holding company on whose behalf they are acting are such as to command confidence and warrant belief that the business of the proposed corporation will be conducted honestly and efficiently in accordance with the intent and purpose of this chapter; and if the convenience and needs of the community to be served justify and warrant the opening of the bank or trust company therein, and if the probable volume of business in such locality is sufficient to insure and maintain the solvency of the new bank or trust company and the solvency of the then existing banks and trust companies in the locality, without endangering the safety of any bank or trust company in the locality as a place of deposit of public and private moneys.

2. The proponents shall be liable for all expenses incurred in making the examination, including the wages and other necessary expenses of each examiner making the examination; provided, however, that if the charter is granted, this obligation may be assumed by the bank or trust company so chartered.

(RSMo 1939 § 7942, A.L. 1941 p. 670, A. 1949 H.B. 2085, A.L. 1951 p. 283, A.L. 1959 H.B. 389, A.L. 1967 p. 445, A.L. 1984 H.B. 1373)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

Certificate of incorporation--issuance--to be filed.

362.035. 1. In case the director shall find all the provisions of the law have been complied with and shall have satisfied himself or herself by such investigation as to the facts as above provided, he or she shall grant a certificate setting forth that such corporation has been duly organized and the amount of its capital subscribed and paid up in full. All certificates granted by the director shall designate the address and location in the city and town at which the corporation shall be authorized to conduct its business as its main banking house until such time as said address or location is changed after the approval of the director of finance has first been obtained.

2. A certified copy of such certificate shall be filed in the public records of the division of finance, and a copy of such certificate, so filed, or certified copies thereof, shall be taken in all the courts of this state as evidence of such incorporation; and the existence of such corporation shall continue for the period limited in its articles of agreement, if there fixed, and if not there fixed, then until the corporation is dissolved by consent of its stockholders or until its corporate existence ends pursuant to the laws of this state.

(RSMo 1939 § 7942, A.L. 1941 p. 670, A. 1949 H.B. 2085, A.L. 1959 H.B. 389, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

Notice of refusal of certificate--appeal.

362.040. In case the director shall not be satisfied, as the result of the examination, that the character, responsibility and general fitness of the persons named in the articles of agreement are up to the standard above provided, or that the convenience and needs of the community to be served justify and warrant the opening of the new bank or trust company therein, or that the probable volume of business in such locality is sufficient to insure and maintain the solvency of the new bank and the solvency of the then existing banks or trust companies in the locality, without endangering the safety of any bank or trust company in the locality as a place of deposit of public and private moneys; and on these accounts or any one of them shall refuse to grant the certificate of incorporation, the director shall forthwith give notice thereof to the proposed incorporators from whom the articles of agreement were received, who, if they so desire, may within ten days thereafter appeal from the refusal to the state banking and savings and loan board.

(RSMo 1939 § 7942, A.L. 1941 p. 670, A. 1949 H.B. 2085, A.L. 1955 p. 266, A.L. 1967 p. 445, A.L. 2011 H.B. 464)

Prior revisions: 1929 § 5347; 1919 § 11730; 1909 § 1095

Restated articles of incorporation may be amended at time ofrestatement, manner.

362.042. 1. Any bank or trust company may at any time restate its articles of agreement as theretofore amended, in the following manner:

(1) The directors may adopt a resolution setting forth the proposed restated articles of agreement and directing that they be submitted to a vote at a meeting of stockholders, which may be either an annual or a special meeting, except that the proposed restated articles of agreement need not be adopted by the directors and may be submitted directly to an annual or special meeting of stockholders.

(2) Notice shall be given as provided in section 362.044.

(3) At the meeting a vote of the stockholders entitled to vote thereon shall be taken on the proposed restated articles. The proposed restated articles shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote.

(4) Upon such approval, restated articles of agreement shall be executed in duplicate by the bank or trust company by its president or a vice president and by its cashier or secretary or an assistant cashier or secretary, and verified by one of the officers signing the articles. The restated articles shall contain a statement that the restated articles correctly set forth without change the corresponding provisions of the articles of agreement as heretofore amended, and that the restated articles of agreement supersede the original articles of agreement and all amendments thereto.

(5) Duplicate originals of the restated articles of agreement shall be delivered to the director of finance. If the director finds that the restated articles conform to law, and that all required fees have been paid, he or she shall file the same, and one of such copies shall be retained by the director in the public records of the division of finance.

(6) The director thereupon shall issue a restated certificate of incorporation setting forth the name of the bank or trust company, the amount of its capital subscribed and paid up in full, the period of its existence, and the address and location in the city or town at which the corporation is authorized to conduct its business. A certified copy of the restated articles shall be attached to the restated certificate of incorporation and delivered to the bank or trust company.

(7) Upon the issuance of the restated certificate of incorporation by the director of finance, the restated articles shall supersede the original articles of agreement and all amendments thereto.

2. The articles of incorporation may be amended at the time of restatement of the articles of incorporation in the following manner:

(1) The procedure required by this chapter for effecting an amendment to the articles of incorporation may be carried out concurrently with the procedure for restatement so that the proposed amendment and the restated articles may be presented to the same meetings of directors and shareholders;

(2) Such amendment, upon adoption by that percentage vote of shareholders required for that particular amendment, and on being set forth in the certificate of amendment required by this chapter, may then be incorporated into such restated articles of incorporation;

(3) Duplicate originals of the amended and restated articles of agreement shall be delivered to the director of finance. If the director finds that the amended and restated articles conform to law, and that all required fees have been paid, he or she shall file the same, and one of such copies shall be retained by the director in the public records of the division of finance;

(4) The director thereupon shall issue a restated certificate of incorporation setting forth the name of the bank or trust company, the amount of its capital subscribed and paid up in full, the period of its existence, and the address and location at which the corporation is authorized to conduct its business. A certified copy of the amended and restated articles shall be attached to the restated certificate of incorporation and delivered to the bank or trust company;

(5) Upon the issuance of the restated certificate of incorporation by the director of finance, the amended and restated articles shall supersede the original articles of agreement and all amendments thereto.

(L. 1967 p. 445, A.L. 2000 S.B. 896, A.L. 2005 H.B. 707)

Stockholders' meetings--notice--business by proxy, cancellation ofmeetings.

362.044. 1. Stockholders' meetings may be held at such place, within this state, as may be prescribed in the bylaws. In the absence of any such provisions, all meetings shall be held at the principal banking house of the bank or trust company.

2. An annual meeting of stockholders for the election of directors shall be held on a day which each bank or trust company shall fix by its bylaws; and if no day be so provided, then on the second Monday of January.

3. Special meetings of the stockholders may be called by the directors or upon the written request of the owners of a majority of the stock.

4. Notice of annual or special stockholders' meetings shall state the place, day and hour of the meeting, and shall be published at least ten days prior to the meeting and once a week after the first publication with the last publication being not more than seven days before the day fixed for such meeting, in some daily or weekly newspaper printed and published in the city or town in which the bank or trust company is located, and if there be none, then in some newspaper printed and published in the county in which the bank or trust company is located, and if there be none, then in some newspaper printed and published in an adjoining county. A written or printed copy of the notice shall be delivered personally or mailed to each stockholder at least ten but not more than fifty days prior to the day fixed for the meeting, and shall state, in addition to the place, day and hour, the purpose of any special meeting or an annual meeting at which the stockholders will consider a change in the par value of the corporation stock, the issuance of preferred shares, a change in the number of directors, an increase or reduction of the capital stock of the bank or trust company, a change in the length of the corporate life, an extension or change of its business, a change in its articles to avail itself of the privileges and provisions of this chapter, or any other change in its articles in any way not inconsistent with the provisions of this chapter. Any stockholder may waive notice by causing to be delivered to the secretary during, prior to or after the meeting a written, signed waiver of notice, or by attending such meeting except where a stockholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

5. Unless otherwise provided in the articles of incorporation, a majority of the outstanding shares entitled to vote at any meeting represented in person or by proxy shall constitute a quorum at a meeting of stockholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than a quorum shall have the right successively to adjourn the meeting to a specified date no longer than ninety days after the adjournment, and no notice need be given of the adjournment to shareholders not present at the meeting. Every decision of a majority of the quorum shall be valid as a corporate act of the bank or trust company unless a larger vote is required by this chapter.

6. (1) The stockholders of the bank or trust company may approve business by proxy and cancel any stockholders' meeting, provided:

(a) The stockholders are sent notice of such stockholders' meeting and a proxy referred to in this section;

(b) Within such proxy the stockholders are given the opportunity to approve or disapprove the cancellation of such stockholders' meeting;

(c) At least eighty percent of such bank or trust company's stock is voted by proxy; and

(d) All stockholders voting by proxy vote to cancel such stockholders' meeting.

(2) No business shall be voted on by proxy other than that expressly set out and clearly explained by the proxy material. If such stockholders' meeting is cancelled by proxy, notice of such cancellation shall be sent to all stockholders at least five days prior to the date originally set for such stockholders' meeting. The corporate secretary shall reflect all proxy votes by subject and in chronological order in the board of directors' minute book. The notice for such stockholders' meeting shall state the effective date of any of the following: new directors' election, change in corporate structure and any other change requiring stockholder approval.

7. The voting shareholder or shareholders of the bank or trust company may transact all business required at an annual or special stockholders' meeting by unanimous written consent.

(L. 1967 p. 445, A.L. 1998 S.B. 852 & 913, A.L. 2001 H.B. 738 merged with S.B. 186)

Bylaws, who may make, amend or repeal.

362.046. The power to make, alter, amend, or repeal the bylaws of the bank or trust company shall be vested in the board of directors, unless and to the extent that this power is reserved to the stockholders by the bylaws or the articles of incorporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of agreement.

(L. 1967 p. 445)

Emergency bylaws--when.

362.048. 1. The board of directors of any bank or trust company may adopt emergency bylaws, subject to repeal or change by action of the stockholders or directors as may be provided in the articles of agreement, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of agreement or bylaws, be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, or during an emergency authorized under section 44.100. As soon as practicable, the board of directors or president of the financial institution shall notify the director of finance of the implementation of emergency bylaws and the status of the financial institution's operations and emergency response. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.

2. The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

3. The board of directors, either before or during any such emergency, may, effective in the emergency, change the office or designate several alternative officers, or authorize the officers so to do.

4. No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.

5. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the bank or trust company shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.

6. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.

7. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the bank or trust company who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

(L. 1967 p. 445, A.L. 2008 S.B. 951)

Cash capital required.

362.050. 1. The amount of cash capital required of such bank or trust company shall amount to not less than:

(1) Fifty thousand dollars if the place where its business is to be transacted is an unincorporated or incorporated village or town the population of which does not exceed five thousand inhabitants;

(2) Seventy-five thousand dollars if the place where its business is to be transacted is an unincorporated or incorporated town the population of which exceeds five thousand but does not exceed ten thousand inhabitants;

(3) One hundred fifty thousand dollars if the place where its business is to be transacted is a city or town the population of which exceeds ten thousand but does not exceed fifty thousand inhabitants;

(4) Three hundred thousand dollars if the place where its business is to be transacted is a city the population of which exceeds fifty thousand inhabitants.

2. Any bank or trust company now existing, the capital of which is not equal to that limitation required of a bank or trust company in its location, may continue to do business under its present capital, but until the capital and surplus fund of a bank, or a trust company with deposit liability, equals forty percent more than the minimum of capital required for a bank or trust company in its location, one-tenth of its net earnings for each dividend period as provided in section 362.315 shall be credited to the surplus fund, and no such bank or trust company shall declare, credit or pay any dividends for any dividend period to its stockholders until it has made such credit for that period to its surplus fund; and until the capital and surplus fund of any trust company not having deposit liability equals the minimum of capital required of a trust company in its location, one-tenth of its net earnings for each dividend period as provided in section 362.315 shall be credited to the surplus fund, and no such trust company shall declare, credit or pay any dividends until it has made the credit for that period to its surplus fund.

(RSMo 1939 § 7944, A.L. 1955 p. 261, A.L. 1961 p. 143, A.L. 1967 p. 445)

Prior revisions: 1929 § 5348; 1919 § 11731; 1909 § 1096

Capital stock--par value.

362.055. The capital stock of such corporation shall be divided into shares having a par value.

(RSMo 1939 § 7945, A.L. 1959 H.B. 144, A.L. 1963 p. 448, A.L. 1967 p. 445)

Prior revisions: 1929 § 5349; 1919 § 11732; 1909 § 1097

Change of par value--notice of meeting--when changeeffective--director to issue certificate.

362.060. 1. The par value of the shares of the corporation may be changed by the stockholders at either a special or annual meeting of the stockholders.

2. Notice of the proposed change shall be given as provided in section 362.044.

3. If the holders of a majority of the stock of the corporation at any meeting shall vote in favor of a resolution authorizing a change in the par value of its shares the resolution shall thereupon be adopted, and, upon the filing with the director of the resolution, certified by the secretary of the corporation to be a true and correct copy thereof adopted by the holders of a majority of the stock of the corporation at a meeting duly called and held in accordance with the provisions hereof, the change in par value of the shares shall thereupon become effective.

4. The director shall issue a certificate of filing and certify two of the copies, and one of the certified copies shall be filed by the division of finance in its public records and the certificate provided to the corporation.

(RSMo 1939 § 7945, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5349; 1919 § 11732; 1909 § 1097

Power to close transfer books.

362.063. The board of directors may close the transfer books of any bank or trust company for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, unless prohibited by the bylaws the board of directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination* of the stockholders entitled to notice of, and to vote at, any meeting, and any adjournment thereof, or entitled to receive payment of any dividend, or entitled to any allotment of rights, or entitled to exercise the rights in respect of any change, conversion or exchange of shares. In such cases such stockholders and only such stockholders as shall be stockholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, the meeting, and any adjournment thereof, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the date of closing of the transfer books or the record date fixed as aforesaid. If the board of directors does not close the transfer books or set a record date of termination of the stockholders entitled to notice of, and to vote at, a meeting of stockholders, only the stockholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment thereof; except that if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the stockholders of record at the time the meeting is convened, only the stockholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment thereof.

(L. 1967 p. 445)

*Word "termination" appears in original rolls.

Stock option plan for officers and employees--increase inshares--consideration.

362.067. 1. Every bank or trust company incorporated under the laws of this state may, pursuant to this section, grant options to purchase, and issue and sell, shares of its capital stock to its employees or officers or a trustee in their behalf without first offering the shares to its shareholders and for a consideration which shall be not less than the higher of par value or ninety-five percent of the fair market value of the shares at the time the option is granted and upon the terms and conditions of a stock option plan approved by its board of directors and the holders of a majority of its shares entitled to vote at a meeting where the approval is sought.

2. In order to have shares of its capital stock available for issuance and sale pursuant to stock option plans approved hereunder, every bank and trust company may from time to time amend its articles of agreement to provide for authorized but unissued shares of its capital stock in an amount not to exceed ten percent of the authorized shares outstanding at the time of the amendment. The amendments shall be made as provided by law in the case of a capital increase which is to be paid in full before becoming effective. The authorized and unissued shares need not become issued and fully paid shares until the options to which the shares are subject have been exercised and they shall not become part of the capital stock of the particular bank or trust company except for the purpose hereof until they have been issued and paid for in cash. To the extent that authorized and unissued shares are not taken up under the stock option plan to which they are allocated they may be reallocated successively to other stock option plans.

3. In the absence of actual fraud in the transaction and within the limits of the particular stock option plan, the judgment of the board of directors and of any committee provided for in the stock option plan as to the consideration for the issuance of the options and the sufficiency thereof and as to the recipients of the options shall be conclusive.

(L. 1961 p. 146 §§ 1, 2, 3)

Compensation for organizing bank or trust company prohibited--penalty.

362.070. 1. No individual, partnership, unincorporated association or corporation shall, directly or indirectly, receive or contract to receive any commission, compensation, bonus, right or privilege of any kind for organizing any bank or trust company in this state, or for securing a subscription to the original capital stock or surplus of any bank or trust company in this state, or to any increase thereof; provided, that this section shall not be construed as prohibiting an attorney at law from receiving compensation for legal service in connection therewith.

2. Each and every individual, partnership, unincorporated association or corporation violating the provisions of this section shall forfeit to the state one hundred dollars for each and every violation, and in addition thereto double the amount of the commission, compensation or bonus.

(RSMo 1939 § 7946, A.L. 1967 p. 445)

Prior revisions: 1929 § 5350; 1919 § 11733

Certain stock transfers or voting control changes must bereported to director of finance.

362.073. The president, or the officer to whom he delegates the responsibility, shall notify the director of finance not later than the business day next following the day on which any shares of the capital stock of the bank or trust company are transferred on the books of the corporation if the total holdings of the transferee, after but not before the transfer, amount to twenty-five percent or more of the capital stock of the corporation, or at any time there is a change in the voting control of the corporation by transfers from transferors previously having control thereof. The report shall show the names of the transferors and the transferees, the number of shares transferred, the total number of shares held by the transferor and the transferee before and after the transaction and the price paid for the shares, if the price be known. Failure to report any such transfer shall constitute a misdemeanor punishable by a fine of not less than one hundred dollars. Each day of delay in making the report shall constitute a separate offense.

(L. 1967 p. 445)

Issuance and sale of preferred stock shares--subject todirector's approval.

362.075. Notwithstanding any other provision of the laws of this state governing the organization, incorporation, management, and control of corporations, and more particularly the organization, incorporation, management, and control of banks, trust companies doing a banking business and other financial institutions organized, incorporated, and existing under the laws of this state and subject to the jurisdiction of, and controlled by, the finance director of the state of Missouri, the corporation may, with the consent of a majority of its stockholders, issue and sell its shares of preferred stock, of one or more classes, subject to the provisions of sections 362.075 to 362.100 and the approval of the finance director of the state of Missouri. Whenever the term "corporation" is used in sections 362.075 to 362.100, it shall be held to mean any bank or trust company doing a banking business in the state of Missouri.

(RSMo 1939 § 8008, A.L. 1961 p. 463, A.L. 1967 p. 445)

Certain bank holding companies may not charter de novo bank ornational bank, exceptions--purpose of law--severability clause.

362.077. 1. Notwithstanding any provisions of law to the contrary, a bank holding company all of whose bank subsidiaries' operations were conducted in a state or states other than the state of Missouri as of January 1, 1995, may not charter de novo a bank or trust company under Missouri law or a national bank located in Missouri, and such bank holding company may not acquire any such bank or trust company or a national bank located in Missouri that has been in continuous existence for less than five years. Such limitation in the preceding sentence on such acquisition of a bank or trust company shall not apply to the creation and acquisition of an interim bank charter created to facilitate the acquisition of an existing bank or trust company through a merger, provided such existing bank or trust company meets the requirements of the preceding sentence, and provided such acquisition by merger is completed in two years. Such limitation shall also not apply to the relocation to Missouri of the main office of a bank chartered under the law of another state, or a national bank located in another state by the creation and acquisition of an interim bank charter, provided that either category of bank, prior to January 1, 1997, had its main office in Missouri and moved such office to a contiguous state, with a branch remaining in Missouri.

2. Any state bank, trust company or national bank, already in existence in another state, which is relocated to Missouri de novo shall calculate the age of its bank charter for Missouri purposes as of the date such charter is moved to Missouri, and may not engage in an interstate acquisition or merger with the result that such charter is merged or relocated to another state with Missouri branches of such charter remaining in Missouri, until such bank or trust company's charter is at least five years old.

3. The provisions of this section are enacted to implement a state option permitting bank charter age requirements under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law 103-328 and to clarify such age requirements.

4. The provisions of this section are severable. In the event that a court of competent jurisdiction shall enter a decision finding any provision of this section unconstitutional or otherwise invalid and if such decision remains in force after all appeals therefrom have been exhausted, all remaining provisions of this section shall remain in full force and effect notwithstanding such decision and such decision shall not be given retroactive effect by any court.

(L. 1995 H.B. 63, et al., A.L. 1997 H.B. 257, A.L. 1999 S.B. 386)

Effective 7-13-99

Industrial loan companies and banks prohibited from maintainingfacilities for banking purposes, definitions.

362.078. Notwithstanding any other provision of law to the contrary, an industrial loan company or industrial bank is prohibited from establishing or maintaining any deposit production office, loan production office, or one or more bank branches for the purpose of conducting any banking business within this state, whether by de novo charter, branching, or merger with another institution. As used in this section, the terms "industrial loan company" and "industrial bank" include any company chartered under the laws of any state that:

(1) Is insured or regulated by the Federal Deposit Insurance Corporation;

(2) Engages in one or more banking activities; and

(3) Is owned, directly or indirectly, by a commercial entity that is not a bank holding company or a financial holding company subject to regulation under the Federal Bank Holding Company Act of 1956.

(L. 2006 S.B. 892)

Stockholders may authorize issuance and sale, when--manner.

362.080. The issuance and sale of its shares of preferred stock by any corporation to which sections 362.075 to 362.100 apply may be authorized at any annual meeting of its stockholders, or at any special meeting thereof called and held for that purpose. Notice of * the meeting shall be given as provided in section 362.044. The preferred shares so issued may be issued as part of the existing capital of the issuing corporation, or as an increase of its capital.

(RSMo 1939 § 8009, A.L. 1967 p. 445)

*Word "any" appears here in original rolls.

Banks or trust companies may provide for issuance and sale inarticles of incorporation.

362.085. Any bank, trust company, or other financial institution hereafter organized and incorporated under the laws of the state of Missouri for the purpose of doing a banking business, subject to the control and supervision by the finance director of the state of Missouri, may in its articles of agreement for incorporation provide for the issuance and sale of its shares of preferred stock, subject to the provisions of sections 362.075 to 362.100.

(RSMo 1939 § 8010)

Par value of preferred stock issued and offered for sale.

362.090. No shares of preferred stock having a par value of less than twenty dollars nor more than one hundred dollars shall be issued by any corporation to which sections 362.075 to 362.100 apply; and no such shares shall be sold under authority of this law for less than one hundred cents on the dollar of the par value thereof net to the issuing corporation; and no such shares shall be valid until one hundred percent of the par value thereof in lawful money of the United States has been paid into the treasury of the issuing corporation.

(RSMo 1939 § 8011)

Charter shall set forth terms and conditions governing call,redemption and retirement of shares.

362.095. The preferences and priorities, and the terms and conditions governing the call, redemption, and retirement, of each class of the preferred shares issued by any corporation under authority of sections 362.075 to 362.100 shall be clearly set forth in the amendment to its charter authorizing the issuance and sale of such preferred shares, in the case of all such corporations organized and existing prior to the effective date of said sections and in the articles of agreement for the incorporation of all such corporations hereafter organized and incorporated, all of which shall be approved by the finance director of the state of Missouri.

(RSMo 1939 § 8012)

Penalty.

362.100. Any person who shall, contrary to any of the provisions of law, knowingly aid, abet or participate directly or indirectly in issuing or selling or causing to be issued or sold any share or shares of stock in any bank or trust company shall be deemed guilty of a felony and upon conviction thereof shall be punished by imprisonment by the department of corrections and human resources for a term not exceeding five years or by confinement in the county jail for a term not exceeding six months or by a fine of not more than ten thousand dollars, or by both such fine and confinement.

(RSMo 1939 § 8013, A.L. 1967 p. 445)

Powers and authority of banks and trust companies.

362.105. 1. Every bank and trust company created under the laws of this state may for a fee or other consideration, directly or through a subsidiary company, and upon complying with any applicable licensing statute:

(1) Conduct the business of receiving money on deposit and allowing interest thereon not exceeding the legal rate or without allowing interest thereon, and of buying and selling exchange, gold, silver, coin of all kinds, uncurrent money, of loaning money upon real estate or personal property, and upon collateral of personal security at a rate of interest not exceeding that allowed by law, and also of buying, investing in, selling and discounting negotiable and nonnegotiable paper of all kinds, including bonds as well as all kinds of commercial paper; and for all loans and discounts made, the corporation may receive and retain the interest in advance;

(2) Accept for payment, at a future date, drafts drawn upon it by its customers and to issue letters of credit authorizing the holders thereof to draw drafts upon it or upon its correspondents at sight or on time not exceeding one year; provided, that no bank or trust company shall incur liabilities under this subdivision to an amount equal at any time in the aggregate to more than its paid-up and unimpaired capital stock and surplus fund, except with the approval of the director under such general regulations as to amount of acceptances as the director may prescribe;

(3) Purchase and hold, for the purpose of becoming a member of a Federal Reserve Bank, so much of the capital stock thereof as will qualify it for membership in the reserve bank pursuant to an act of Congress, approved December 23, 1913, entitled "The Federal Reserve Act" and any amendments thereto; to become a member of the Federal Reserve Bank, and to have and exercise all powers, not in conflict with the laws of this state, which are conferred upon any member by the Federal Reserve Act and any amendments thereto. The member bank or trust company and its directors, officers and stockholders shall continue to be subject, however, to all liabilities and duties imposed upon them by any law of this state and to all the provisions of this chapter relating to banks or trust companies;

(4) Subscribe for and purchase such stock in the Federal Deposit Insurance Corporation and to make such payments to and to make such deposits with the Federal Deposit Insurance Corporation and to pay such assessments made by such corporation as will enable the bank or trust company to obtain the benefits of the insurance of deposits under the act of Congress known as "The Banking Act of 1933" and any amendments thereto;

(5) Invest in a bank service corporation as defined by the act of Congress known as the "Bank Service Corporation Act", Public Law 87-856, as approved October 23, 1962, to the same extent as provided by that act or any amendment thereto;

(6) Hold a noncontrolling equity interest in any business entity that conducts only activities that are financial in nature or incidental to financial activity or that is established pursuant to subdivision (16) of this subsection where the majority of the stock or other interest is held by Missouri banks, Missouri trust companies, national banks located in Missouri, or any foreign bank with a branch or branches in Missouri, or any combination of these financial institutions; provided that if the entity is defined pursuant to Missouri law as any type of financial institution subsidiary or other type of entity subject to special conditions or regulations, those conditions and regulations shall remain applicable, and provided that such business entity may be formed as any type of business entity, in which each investor's liability is limited to the investment in and loans to the business entity as otherwise provided by law;

(7) Receive upon deposit for safekeeping personal property of every description, and to own or control a safety vault and rent the boxes therein;

(8) Purchase and hold the stock of one safe deposit company organized and existing under the laws of the state of Missouri and doing a safe deposit business on premises owned or leased by the bank or trust company at the main banking house and any branch operated by the bank or trust company; provided, that the purchasing and holding of the stock is first duly authorized by resolution of the board of directors of the bank or trust company and by the written approval of the director, and that all of the shares of the safe deposit company shall be purchased and held, and shall not be sold or transferred except as a whole and not be pledged at all, all sales or transfers or pledges in violation hereof to be void;

(9) Act as the fiscal or transfer agent of the United States, of any state, municipality, body politic or corporation and in such capacity to receive and disburse money, to transfer, register and countersign certificates of stock, bonds and other evidences of indebtedness;

(10) Acquire or convey real property for the following purposes:

(a) Real property conveyed to it in satisfaction or part satisfaction of debts previously contracted in the course of its business; and

(b) Real property purchased at sales under judgment, decrees or liens held by it;

(11) Purchase, hold and become the owner and lessor of personal property acquired upon the specific request of and for use of a customer; and, in addition, leases that neither anticipate full purchase price repayment on the leased asset, nor require the lease to cover the physical life of the asset, other than those for motor vehicles which will not be used by bank or trust company personnel, and may incur such additional obligations as may be incident to becoming an owner and lessor of the property, subject to the following limitations:

(a) Lease transactions do not result in loans for the purpose of section 362.170, but the total amount disbursed under leasing obligations or rentals by any bank to any person, partnership, association, or corporation shall at no time exceed the legal loan limit permitted by statute except upon the written approval of the director of finance;

(b) Lease payments are in the nature of rent rather than interest, and the provisions of chapter 408 are not applicable;

(12) Contract with another bank or trust company, bank service corporation or other partnership, corporation, association or person, within or without the state, to render or receive services such as check and deposit sorting and posting, computation and posting of interest and other credits and charges, preparation and mailing of checks, statements, notices, and similar items, or any other clerical, bookkeeping, accounting, statistical, financial counseling, or similar services, or the storage, transmitting or processing of any information or data; except that, the contract shall provide, to the satisfaction of the director of finance, that the party providing such services to a bank or trust company will be subject to regulation and examination to the same extent as if the services were being performed by the bank or trust company on its own premises. This subdivision shall not be deemed to authorize a bank or trust company to provide any customer services through any system of electronic funds transfer at places other than bank premises;

(13) Purchase and hold stock in a corporation whose only purpose is to purchase, lease, hold or convey real property of a character which the bank or trust company holding stock in the corporation could itself purchase, lease, hold or convey pursuant to the provisions of paragraph (a) of subdivision (10) of this subsection; provided, the purchase and holding of the stock is first duly authorized by resolution of the board of directors of the bank or trust company and by the written approval of the director, and that all of the shares of the corporation shall be purchased and held by the bank or trust company and shall not be sold or transferred except as a whole;

(14) Purchase and sell investment securities, without recourse, solely upon order and for the account of customers; and establish and maintain one or more mutual funds and offer to the public shares or participations therein. Any bank which engages in such activity shall comply with all provisions of chapter 409 regarding the licensing and registration of sales personnel for mutual funds so offered, provided that such banks shall register as a broker-dealer with the office of the commissioner of securities and shall consent to supervision and inspection by that office and shall be subject to the continuing jurisdiction of that office;

(15) Make debt or equity investments in corporations or projects, whether for profit or not for profit, designed to promote the development of the community and its welfare, provided that the aggregate investment in all such corporations and in all such projects does not exceed five percent of the unimpaired capital of the bank, and provided that this limitation shall not apply to loans made under the authority of other provisions of law, and other provisions of law shall not limit this subdivision;

(16) Offer through one or more subsidiaries any products and services which a national bank may offer through its financial subsidiaries, subject to the limitations that are applicable to national bank financial subsidiaries, and provided such bank or trust company meets the division of finance safety and soundness considerations. This subdivision is enacted to provide in part competitive equality with national banks' powers under the Gramm-Leach-Bliley Act of 1999, Public Law 106-102.

2. In addition to the power and authorities granted in subsection 1 of this section, and notwithstanding any limitations therein, a bank or trust company may:

(1) Purchase or lease, in an amount not exceeding its legal loan limit, real property and improvements thereto suitable for the convenient conduct of its functions. The bank may derive income from renting or leasing such real property or improvements or both. If the purchase or lease of such real property or improvements exceeds the legal loan limit or is from an officer, director, employee, affiliate, principal shareholder or a related interest of such person, prior approval shall be obtained from the director of finance; and

(2) Loan money on real estate as defined in section 442.010, and handle escrows, settlements and closings on real estate for the benefit of the bank's customers, as a core part of the banking business, notwithstanding any other provision of law to the contrary.

3. In addition to the powers and authorities granted in subsection 1 of this section, every trust company created under the laws of this state shall be authorized and empowered to:

(1) Receive money in trust and to accumulate the same at such rate of interest as may be obtained or agreed upon, or to allow such interest thereon as may be prescribed or agreed;

(2) Accept and execute all such trusts and perform such duties of every description as may be committed to it by any person or persons whatsoever, or any corporation, and act as assignee, receiver, trustee and depositary, and to accept and execute all such trusts and perform such duties of every description as may be committed or transferred to it by order, judgment or decree of any courts of record of this state or other states, or of the United States;

(3) Take, accept and hold, by the order, judgment or decree of any court of this state, or of any other state, or of the United States, or by gift, grant, assignment, transfer, devise or bequest of any person or corporation, any real or personal property in trust, and to execute and perform any and all the legal and lawful trusts in regard to the same upon the terms, conditions, limitations and restrictions which may be declared, imposed, established or agreed upon in and by the order, judgment, decree, gift, grant, assignment, transfer, devise or bequest;

(4) Buy, invest in and sell all kinds of stocks or other investment securities;

(5) Execute, as principal or surety, any bond or bonds required by law to be given in any proceeding, in law or equity, in any of the courts of this state or other states, or of the United States;

(6) Act as trustee, personal representative, or conservator or in any other like fiduciary capacity;

(7) Act as attorney-in-fact or agent of any person or corporation, foreign or domestic, in the management and control of real or personal property, the sale or conveyance of same, the investment of money, and for any other lawful purpose.

4. (1) In addition to the powers and authorities granted in this section, the director of finance may, from time to time, with the approval of the state banking and savings and loan board, issue orders granting such other powers and authorities as have been granted to financial institutions subject to the supervision of the federal government to:

(a) State-chartered banks and trust companies which are necessary to enable such banks and trust companies to compete;

(b) State-chartered banks and trust companies to establish branches to the same extent that federal law permits national banks to establish branches;

(c) Subsidiaries of state-chartered banks and trust companies to the same extent powers are granted to national bank subsidiaries to enable such banks and trust companies to compete;

(d) State-chartered banks and trust companies to establish trust representative offices to the same extent national banks are permitted such offices.

(2) The orders shall be promulgated as provided in section 361.105 and shall not be inconsistent with the constitution and the laws of this state.

5. As used in this section, the term "subsidiary" shall include one or more business entities of which the bank or trust company is the owner, provided the owner's liability is limited by the investment in and loans to the subsidiary as otherwise provided for by law.

6. A bank or trust company to which authority is granted by regulation in subsection 4 of this section, based on the population of the political subdivision, may continue to exercise such authority for up to five years after the appropriate decennial census indicates that the population of the town in which such bank or trust company is located has exceeded the limits provided for by regulation pursuant to subsection 4 of this section.

(RSMo 1939 § 7949, A. 1949 H.B. 2085, A.L. 1963 p. 449, A.L. 1965 p. 560, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1983 S.B. 44 & 45, A.L. 1986 H.B. 1207, A.L. 1990 H.B. 1456, A.L. 1991 H.B. 206, A.L. 1992 S.B. 688, A.L. 1995 S.B. 215, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2010 S.B. 630, A.L. 2011 H.B. 464)

Prior revisions: 1929 § 5354; 1919 § 11737; 1909 § 1094

CROSS REFERENCE:

Savings accounts in insured savings and loan associations, investment in authorized, 369.194

Additional powers.

362.106. In addition to the powers authorized by section 362.105:

(1) A bank or trust company may exercise all powers necessary, proper or convenient to effect any of the purposes for which the bank or trust company has been formed and any powers incidental to the business of banking;

(2) A bank or trust company may offer any direct and indirect benefits to a bank customer for the purpose of attracting deposits or making loans, provided said benefit is not otherwise prohibited by law, and the income or expense of such activity is nominal;

(3) Notwithstanding any other law to the contrary, every bank or trust company created under the laws of this state may, for a fee or other consideration, directly or through a subsidiary company, and upon complying with any applicable licensing statute, acquire and hold the voting stock of one or more corporations the activities of which are managing or owning agricultural property, owning and leasing governmental structures except as limited by other law, subdividing and developing real property and building residential housing or commercial improvements on such property, and owning, renting, leasing, managing, operating for income and selling such property; provided that, the total of all investments, loans and guarantees made pursuant to the authority of this subdivision shall not exceed five percent of the total assets of the bank or trust company as shown on the next preceding published report of such bank or trust company to the director of finance, or obtained by the director pursuant to subsection 3 of section 361.130, unless the director of the division of finance approves a higher percentage by regulation, but in no event shall such percentage exceed that allowed national banks by the appropriate regulatory authority, and, in addition to the investments permitted by this subdivision, a bank or trust company may extend credit, not to exceed the lending limits of section 362.170, to each of the corporations in which it has invested. No provision of this section authorizes a bank, nondepository trust company, or trust company to own or operate, directly or through a subsidiary company, a real estate brokerage company;

(4) Notwithstanding any other law to the contrary except for bank regulatory powers in chapter 361, powers incidental to the business of banking shall include the authority of every Missouri bank, for a fee or other consideration, and upon complying with any applicable licensing and registration law, to conduct any activity that national banks are expressly authorized by federal law to conduct, if such Missouri bank meets the prescribed standards, provided that powers conferred by this subdivision:

(a) Shall always be subject to the same limitations applicable to a national bank for conducting the activity;

(b) Shall be subject to applicable Missouri insurance law;

(c) Shall be subject to applicable Missouri licensing and registration law for the activity;

(d) Shall be subject to the same treatment prescribed by federal law; and any enabling federal law declared invalid by a court of competent jurisdiction or by the responsible federal chartering agency shall be invalid for the purposes of this subdivision; and

(e) May be exercised by a Missouri bank after that institution has notified the director of its intention to exercise such specific power at the close of the notice period and the director, in response, has made a determination that the proposed activity is not an unsafe or unsound practice and such institution meets the prescribed standards required for the activity permitted national banks in the interpretive letter. The director may either take no action or issue an interpretive letter to the institution more specifically describing the activity permitted, and any limitations on such activity. The notice provided by the institution requesting such activity shall include copies of the specific law authorizing the power for national banks, and documentation indicating that such institution meets the prescribed standards. The notice period shall be thirty days but the director may extend it for an additional sixty days. After a determination has been made authorizing any activity pursuant to this subdivision, any Missouri bank may exercise such power as provided in subdivision (5) of this section without giving notice;

(5) When a determination is made pursuant to paragraph (e) of subdivision (4) of this section, the director shall issue a public interpretative letter or statement of no action regarding the specific power authorized pursuant to subdivision (4) of this section; such interpretative letters and statements of no action shall be made with the name of the specific institution and related identifying facts deleted. Such interpretative letters and statements of no action shall be published on the division of finance public internet website, and filed with the office of the secretary of state for ten days prior to effectiveness. Any other Missouri bank may exercise any power approved by interpretative letter or statement of no action of the director pursuant to this subdivision; provided, the institution meets the requirements of the interpretative letter or statement of no action and the prescribed standards required for the activity permitted national banks in the interpretive letter. Such Missouri bank shall not be required to give the notice pursuant to paragraph (e) of subdivision (4) of this section. For the purposes of this subdivision and subdivision (4) of this section, "activity" shall mean the offering of any product or service or the conducting of any other activity; "federal law" shall mean any federal statute or regulation or an interpretive letter issued by the Office of the Comptroller of the Currency; "Missouri bank" shall mean any bank or trust company created pursuant to the laws of this state.

(L. 1981 S.B. 28, A.L. 1985 S.B. 52, A.L. 1990 H.B. 1456, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895, A.L. 2003 H.B. 221 merged with S.B. 346)

Branch banking allowed, requirements--director of finance toapprove, appeals.

362.107. 1. Every bank and every trust company organized under Missouri law may, upon compliance with this section, establish, maintain and operate branches separate and apart from the location designated in its articles of agreement.

2. No bank or trust company may establish, maintain or operate any branch without having first obtained the approval of the director of finance; provided that a drop box for deposit purposes shall not be considered a branch.

3. All those services which a bank or trust company is authorized by law to provide may be provided at any of its branches.

4. Whenever any bank or trust company desires to establish, maintain and operate a branch, or to move a branch previously established to another location, it shall apply to the director of finance for such authority and provide the director of finance with such relevant information as he may reasonably request. In determining whether or not to approve the application, the director of finance shall consider:

(1) The convenience, needs and welfare of the people of the community and area to be served;

(2) The financial strength of the bank or trust company making application for the branch in relation to the cost of establishing, maintaining and operating the branch;

(3) Whether any other banks or trust companies will be seriously injured by the approval of the application for the branch; provided, however, any bank which purchases assets of a closed bank or a failed savings and loan association closed by its chartering authority may establish, maintain and operate branches at all locations which were operated by the closed bank or failed savings and loan association. For purposes of this section, the terms "closed bank" or "failed savings and loan association" shall include a bank or savings and loan association whose sale is arranged by the Federal Deposit Insurance Corporation or similar agency in order to avoid failure.

5. The decision of the director of finance granting or denying any such application may be appealed in the same manner as decisions by him pursuant to section 362.040 may be appealed.

6. National banking associations located in Missouri shall have the same but no greater right under or by virtue of this section as banks and trust companies which are organized under Missouri law.

(L. 1959 H.B. 568 §§ 1, 2, A.L. 1971 S.B. 146, A.L. 1972 H.B. 1062, A.L. 1978 S.B. 794, A.L. 1980 H.B. 1071, A.L. 1982 H.B. 1079, A.L. 1983 H.B. 565, A.L. 1985 S.B. 52 merged with H.B. 408, A.L. 1986 H.B. 1195 merged with S.B. 648, A.L. 1987 H.B. 426, A.L. 1990 H.B. 1456, A.L. 1991 H.B. 206, A.L. 2005 H.B. 707)

Restrictions on orders and ordinances of political subdivisions.

362.109. Notwithstanding any law to the contrary, any order or ordinance by any political subdivision shall be consistent with and not more restrictive than state law and regulations governing lending or deposit-taking entities regulated by the division of finance or the division of credit unions.

(L. 2001 H.B. 738 merged with S.B. 186, A.L. 2008 S.B. 788)

Federal Deposit Insurance Corporation subrogated to depositors'rights in closed state banks or trust companies.

362.110. In order that banks and trust companies doing a banking business, organized under the laws of the state of Missouri and the depositors thereof may have the same opportunity and enjoy the benefits of the act of Congress known as "The Banking Act of 1933" in relation to the insurance of deposits and all amendments thereto, as national banks, the Federal Deposit Insurance Corporation shall, with like force and effect as if the closed bank or trust company were a national bank, be subrogated to all the rights against a closed bank or trust company of the owners of insured deposits therein and shall be entitled to receive such dividends from the proceeds of the assets of such closed bank or trust company as would have been payable to the depositors, until the dividends shall equal the insured deposit liability to the depositor; and the Federal Deposit Insurance Corporation may, if it shall deem it expedient or necessary so to do, present and procure the allowance of the claim or claims of any insured depositor or depositors, or may require insured depositors to make due proof of their claims or to assign their claims to the Federal Deposit Insurance Corporation, or to do any other act which may be deemed necessary or expedient to enable the Federal Deposit Insurance Corporation to fully avail itself of the above right to subrogation.

(RSMo 1939 § 7949, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5354; 1919 § 11737

Fees and service charges permitted, when, conditions.

362.111. 1. A bank or trust company may impose fees or service charges on deposit accounts; however, such fees or service charges are subject to such conditions or requirements that may be fixed by regulations pursuant to section 361.105 by the director of the division of finance and the state banking and savings and loan board. Notwithstanding any law to the contrary, no such condition or requirement shall be more restrictive than the fees or service charges on deposit accounts or similar accounts permitted any federally chartered depository institution and no contractual fee charged for overdrawing the balance of a deposit account shall be deemed interest.

2. An agreement to operate or share an automated teller machine shall not prohibit an owner or operator of the automated teller machine from imposing, on an individual who conducts a transaction using a foreign account, an access fee or surcharge that is not otherwise prohibited under federal or state law.

3. As used in this section, the following terms mean:

(1) "Automated teller machine", any electronic device, wherever located, through which a consumer may initiate an electronic funds transfer or may order, instruct, or authorize a financial institution to debit or credit an account and includes any machine or device which may be used to carry out electronic banking business. "Automated teller machine" does not include point of sale terminals or telephones or personal computers operated by a consumer;

(2) "Foreign account", an account with a financial institution located outside the United States.

(L. 2003 H.B. 221 merged with S.B. 346, A.L. 2011 H.B. 83 merged with H.B. 464, A.L. 2015 S.B. 524)

Bank or trust company may act as custodian, when.

362.112. In addition to any other banking authority, a bank or trust company may act as a custodian for any entity, public or private, and place funds in any other financial institutions, provided such funds are placed in deposits and insured by the Federal Deposit Insurance Corporation.

(L. 2004 S.B. 1093)

Bank may exercise powers of trustcompanies--application--examination--certificate--trustdepartment.

362.115. 1. Any bank organized under the laws of this state having a paid-up capital of at least fifty thousand dollars in any unincorporated or incorporated village or city having a population of less than ten thousand inhabitants; a capital of at least one hundred thousand dollars in any city having a population of at least ten thousand and not more than fifty thousand inhabitants; and having a capital of two hundred thousand dollars in any city that exceeds fifty thousand inhabitants shall have and may exercise any part or all of the fiduciary powers now or hereafter granted under the laws of this state to trust companies, subject, however, to all conditions, restrictions and limitations which now exist or may hereafter be adopted applicable to trust companies.

2. Any bank desiring to exercise the fiduciary powers granted to trust companies shall make application therefor in writing to the finance director, stating under oath that a meeting of its stockholders duly and regularly called in accordance with the provisions of law, a majority of the stockholders present and voting, voted to have the appropriate officers of the bank make application to the finance director for the exercise of fiduciary powers above referred to.

3. Upon the making of the application the finance director shall examine or cause an examination to be made of the bank in order to ascertain whether or not the requirements of the law have been complied with, and to determine:

(1) The needs of the community for fiduciary services and the probable volume of such fiduciary business available to the bank;

(2) The general condition of the bank, including the adequacy of its capital and surplus in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibilities, including the exercise of fiduciary powers;

(3) The general character and ability of the management of the bank;

(4) The nature of the supervision to be given to the fiduciary activities, including the qualifications, experience and character of the proposed officer or officers of the trust department;

(5) Whether the bank has available legal counsel to advise and pass upon fiduciary matters wherever necessary.

4. In case the director shall find that all of the provisions of the law have been complied with and that on the basis of the above factors the bank is qualified for and should be given fiduciary powers, he or she shall grant a certificate setting forth that the bank is entitled to exercise all or any part of the fiduciary powers granted to trust companies, and one certified copy shall be filed in the public records of the division of finance and the original certificate sent to the bank or trust company.

5. Before any such bank shall exercise any of the powers above referred to in this section, it shall organize a separate trust department for the exercise of its fiduciary powers, which department shall be in charge of a trust officer. Upon the granting of the certificate the bank may use the words "trust company" as a part of its corporate name.

(RSMo 1939 § 7949, A. 1949 H.B. 2085, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5354; 1919 § 11737

Trust accounts, originated by one bank or trust company,administration by another--requirements.

362.116. 1. Any bank or trust company may, with the approval of the director of the division of finance, originate trust accounts which will be administered, pursuant to contract, by a bank or trust company having full fiduciary powers and located in this state. The bank or trust company originating such accounts shall be known as the originating trustee and the institution with which it contracts shall be referred to as the contracting trustee.

2. The application for authority to act as originating trustee shall designate the contracting trustee and shall be accompanied by a certified copy of the contract between the originating and contracting trustees.

3. The director of the division of finance shall approve any application by a bank or trust company seeking to act as originating trustee if he or she determines that the nature of the supervision to be given to the fiduciary activities, and the circumstances under which the agency relationship shall be terminated warrant belief that the customers will be protected. He or she shall issue a certificate approving the application and one certified copy shall be filed in the public records of the division of finance with the original certificate sent to the bank or trust company.

4. The originating trustee shall function as an agent of the contracting trustee, and such relationship shall be disclosed to the customers. The originating trustee may provide the administrative, advertising and safekeeping services incident to the trust business but the contracting trustee shall perform any and all fiduciary services in connection with trust relationships accepted under this section.

5. The contracting trustee shall assume any and all fiduciary liability the originating trustee may have or incur with no right of contribution or recovery from the originating trustee, except for liability resulting from negligence in the performance of duties actually performed by the originating trustee.

6. Any trust or estate administered under this section shall be subject to the provisions of sections 362.550 and 362.580.

(L. 1983 S.B. 331 § 362.116, subsecs. 1 to 6, A.L. 1984 H.B. 1141, A.L. 2000 S.B. 896)

State bank may become trust company--procedure.

362.117. 1. Any bank may become a trust company with all the powers and subject to all the obligations and duties of trust companies organized under the provisions of this chapter.

2. A bank desiring to become a trust company shall proceed in the following manner:

(1) It shall call a meeting of its stockholders and shall give notice thereof as provided in section 362.044;

(2) At the meeting so called the stockholders of the bank may, by a vote of at least two-thirds of the entire capital stock issued, outstanding and entitled to vote, direct that the bank shall be transformed into a trust company. In the event that such action is taken by the prescribed vote, a resolution may be adopted fixing a future date certain upon which the state bank shall be transformed into a trust company and directing not less than five nor more than thirty of the stockholders of the bank, who shall be designated by name in the resolution, to proceed with the organization of the trust company;

(3) The designated stockholders shall proceed in all respects as is provided by law for other individuals in incorporating a trust company, except that the articles of agreement may provide that instead of the capital stock being paid up in lawful money the same may be paid up by an assignment of the assets of the state bank about to dissolve, the assignment to take effect at the aforesaid future date certain, and the director may allow the assignment to be accepted instead of cash, if the incorporators shall have certified in the articles of agreement that the net value of the assigned assets is equal to at least the full amount of the stock of the proposed trust company, and the director, as the result of an examination by himself, his deputies or his examiners, is satisfied that the assets are of such value, and except further that the stockholders may request in the resolution referred to in subdivision (2) of this subsection that the new charter contain the original incorporation date for such state bank to be dissolved and the director shall grant such request to be included in the new trust company public charter to be issued.

(L. 1967 p. 445, A.L. 1989 H.B. 378, A.L. 1989 1st Ex. Sess. H.B. 4, A.L. 2002 S.B. 895)

(Source: RSMo 1959 § 363.140)

Trust company may become state bank--procedure.

362.118. 1. Any trust company may become a state bank with all the powers and subject to all the obligations and duties of state banks organized under the provisions of this chapter.

2. A trust company desiring to become a state bank shall proceed in the following manner:

(1) It shall call a meeting of its stockholders and shall give notice thereof as provided in section 362.044.

(2) At the meeting so called the stockholders of the trust company may by a vote of at least two-thirds of its entire capital stock issued, outstanding and entitled to vote, direct that the trust company shall be transformed into a state bank. In the event that such action is taken by the prescribed vote, a resolution shall be adopted fixing a future date certain upon which the trust company shall be transformed into a state bank and directing that not less than five, and not more than thirty, of the stockholders of the trust company, who shall be designated by name in the resolution, proceed with the organization of the state bank.

(3) The designated stockholders shall proceed in all respects as provided by law for other individuals in incorporating state banks, except that the articles of agreement may provide that instead of the capital stock being paid up in lawful money the same may be paid up by an assignment of so much of the assets of the trust company about to dissolve as may be necessary to pay up the capital stock of the state bank, the assignment to take effect on the aforesaid future date certain, and the director may allow the assignment to be accepted instead of cash, if the incorporators shall have certified in the articles of agreement that the net value of the assigned assets is equal to at least the full amount of the capital stock of the proposed state bank, and the director, as the result of an examination by himself, his deputies, or his examiners, is satisfied that the assets are of such value.

(4) No such trust company shall be permitted to become a state bank unless it shall, on or prior to the future date certain named in the above mentioned resolution, have caused a successor trustee, or successor trustees, to be appointed by the circuit court having jurisdiction, and shall have made settlement with the successor trustee, or successor trustees, and the settlement has been approved by the circuit court in all trust matters which by the nature thereof may be turned over to the successor trustee, or successor trustees, and shall have given such security, or made such provision, for discharging all liabilities including all contingent and undisclosed liabilities, if any, of the trust company, as may be required by the state director of finance.

(L. 1967 p. 445, A.L. 1978 H.B. 1634)

(Source: RSMo 1959 § 363.530)

Effective 1-2-79

Investment in trust companies by bank, limitations--definitions.

362.119. Any bank organized pursuant to the laws of this state may invest not to exceed five percent of its capital, surplus and undivided profits in shares of stock in any new or existing trust company or companies or any new or existing holding company or companies controlling a trust company or companies, provided that such holding company is either a bank holding company or is a holding company with the sole purpose of owning a trust company, if the direct or indirect ownership of a majority of such stock or class of stock in such entity or entities is restricted to banks authorized to do business in the state of Missouri. For purposes of this section, the term "ownership of a majority of such stock or class of stock" does not mean or infer that such owner or owners have a controlling interest or voting interest in such trust company or companies, and the term "entity" means a trust company, bank holding company or a holding company that is not a bank holding company but that has the sole purpose of owning a trust company.

(L. 1983 S.B. 331 § 362.116, subsec. 7, A.L. 1996 S.B. 494, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B. 186)

Capital notes may be issued and sold by banks and trust companies.

362.120. 1. Any bank or trust company organized under the laws of this state may, through action of its board of directors and without requiring any action by stockholders, with the written consent of the finance director, issue and sell at not less than par its capital notes.

2. If, at the time of the issuance of such capital notes the capital of such bank or trust company is impaired, and there shall have been issued and sold capital notes of such bank or trust company in accordance with the provisions of sections 362.120 to 362.135, in an amount equal to or more than the impairment of the capital of such bank or trust company, as found by the director of finance, then the capital of such bank or trust company shall for all purposes be deemed to be restored and unimpaired.

3. Such capital notes may be sold for cash or, with the written consent and approval of the director of finance, for property and they shall be of a nature specified in, and conform to, the requirements of the several provisions of sections 362.120 to 362.135.

(RSMo 1939 § 7906)

Prior revision: 1929 § 5312

Capital notes--denominations--rate of interest--maturity--impairmentof capital--certain obligations to be prior claim.

362.125. 1. The capital notes shall be in such denominations and the holders thereof shall be entitled to such annual return thereon as the board of directors of the bank or trust company may determine, subject to the approval of the director of finance. The capital notes shall provide that they may be retired at such time or times and in such manner as may be fixed by the board of directors of the bank or trust company, but in no event later than twenty years after the date of their authorization; provided, however, that no bank or trust company shall retire the capital notes if by the retirement an impairment of its capital will be created.

2. If at the time of the issuance of the capital notes there exists an impairment of the capital of the bank or trust company issuing the same, and if the impairment of capital exists by reason of the fact, as determined by the director of finance, that certain assets of the bank or trust company are of doubtful value, are uncollectible, or are otherwise objectionable, these assets or portions thereof so determined to be of doubtful value, uncollectible or otherwise objectionable may, upon issuance of the capital notes, be set apart from the other assets of the bank or trust company and shall thereafter be held by it in trust for the purpose of selling, enforcing, collecting or adjusting the same for the use and benefit of the holders of the capital notes, and, if the assets shall be so set apart, all amounts realized from the sale, enforcement, collection or adjustment of any of the assets shall be applied to the ratable retirement of the capital notes and income thereon as provided in section 362.135.

3. If an impairment of capital exists in whole or in part by reason of the fact, as determined by the director of finance, that certain assets of the bank or trust company have depreciated in value, in that event the bank or trust company may issue to the holders of the capital notes a right of participation to such extent as may be agreed upon in any increase in the value of the assets.

4. The capital notes shall at the time of their issuance be, and shall at all times thereafter remain, subordinate in rank and subject to the prior payment of all of the debts and obligations of the bank or trust company except certificates of indebtedness heretofore issued, and the bank or trust company may, for the security and protection of the holders of the capital notes, agree upon such restriction upon the distribution or payment of dividends on its capital stock as the board of directors may decide; provided, however, that, subject to the provisions of section 362.315, relating to banks and trust companies, the capital notes and accrued return thereon may be retired in whole or in part, with the written approval of the director of finance.

(RSMo 1939 § 7907, A.L. 1967 p. 445, A.L. 1987 H.B. 426)

Prior revision: 1929 § 5313

Extension of time for retirement of capital notes.

362.130. In any case where such capital notes to be issued as provided under the provisions of sections 362.120 to 362.135 are made retirable in a period less than twenty years after their authorization, the bank or trust company issuing such capital notes may, by a provision inserted therein to the effect, reserve the right from time to time to extend the time for the retirement of said capital notes and, in such event, the bank or trust company so issuing said capital notes may, by vote of a majority of its board of directors, with the consent of the finance director, make such extension.

(RSMo 1939 § 7908)

Prior revision: 1929 § 5314

Liquidation of assets--funds held in trust.

362.135. 1. Upon the assets of any bank or trust company issuing capital notes being set apart for the use and benefit of the holders of such capital notes, as provided in section 362.125, such bank or trust company shall proceed to collect and liquidate such assets and shall have full authority to sell or enter into any compromise concerning the same.

2. All amounts received or collected by such bank or trust company from the sale, collection or adjustment of such assets and/or from such rights of participation provided for in section 362.125 shall be deposited and kept by it in a separate fund and account, and all such amounts shall be held in trust for the use and benefit of the holders of such capital notes.

3. Whenever such funds so held in trust are equal to ten percent of the aggregate amount of the notes then outstanding, such bank or trust company shall distribute and pay such funds to the holders of such capital notes ratably; provided, however, that it shall not be required to make such distribution more often than once in sixty days.

4. In the event the director of finance shall take possession of the business and property of any bank or trust company which has issued any such capital notes, such assets may, upon the request in writing to the director of finance by the holders of the majority in amount of such capital notes, be sold to the highest bidder for cash, and the proceeds thereof shall be paid into the fund above provided for retirement of capital notes; provided, however, that, upon the retirement of such capital notes in full and accruals thereon, any of such assets then remaining undisposed of, or any surplus proceeds of any such sale, shall inure to the benefit of such bank or trust company.

(RSMo 1939 § 7909)

Prior revision: 1929 § 5315

Branch offices in foreign countries--how established--amount to beinvested.

362.140. Any bank or trust company possessing a capital and surplus of one million dollars or more may file application with the director, upon such conditions and under such regulations as may be prescribed by the director, for permission to exercise the following powers; provided, that any bank or trust company, without regard to the amount of its capital and surplus, may file an application for permission to exercise the powers specified in subdivision (2) below:

(1) To establish branches in foreign countries or dependencies or insular possessions of the United States for the furtherance of foreign commerce of the United States and to act, if required to do so, as fiscal agents of the United States;

(2) To invest an amount not exceeding in the aggregate ten percent of its paid-in capital stock and surplus in the stock of one or more banks or corporations chartered or incorporated under the laws of the United States, or of any state thereof, and principally engaged in international or foreign banking or banking in a dependency or insular possession of the United States, either directly or through the agency, ownership or control of local institutions in foreign countries or in the dependencies or insular possessions, including the stock of one or more banks or corporations chartered or incorporated under section 25a of the Federal Reserve Act as approved December 24, 1919.

(RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

Content of application--director may approve or reject--examinationof branches.

362.145. 1. The application shall specify the name, capital and surplus of the bank or trust company filing it, the amount of capital and surplus set aside for the purpose and the powers applied for, together with the place or places where operations are to be carried on, if the application is for permission to establish a branch or branches, and the location of the chief office of the bank or banks, corporation or corporations, if the application is for permission to invest in the stock of any such bank or corporation.

2. The director shall have power to approve or reject the application, in whole or in part, if, for any reason, the granting of the application is deemed inexpedient, and shall also have the power from time to time to increase or decrease the number of places where the banking operations may be carried on.

3. Every bank or trust company organized hereunder operating foreign branches shall be required to furnish information concerning the condition of the branches to the director, upon demand, and the director may order a special examination of the branches at such time or times as he may deem best.

(RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

Director may investigate branches--require banks to dispose ofholdings.

362.150. If at any time the director shall ascertain that the regulations prescribed by him are not being complied with, the director may institute an investigation of the matter and * require such papers or records of any bank or trust company conducting branches or having investments in other banks or corporations as the director may deem necessary, * subpoena witnesses and administer oaths and require witnesses to give evidence concerning any transactions or facts relating to the conduct of the branches or the affairs of any bank or corporation in the stock of which an investment is made; and should the investigation result in establishing the failure of any bank or corporation in the stock of which an investment has been made or of the bank or trust company owning any such stock, or any branch thereof, to comply with the regulations of the director, the bank or trust company may be required to dispose of its stockholdings in the foreign bank or corporation, upon reasonable notice.

(RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

*Word "to" appears here in original rolls.

Accounts of branches to be kept separately.

362.155. Each and every bank or trust company authorized hereunder shall conduct the accounts of each foreign branch independently of the accounts of other foreign branches established by it and of its home office and shall at the end of each year transfer to its general ledger the profit or loss accrued at each branch as a separate item.

(RSMo 1939 § 7948, A.L. 1967 p. 445)

Prior revisions: 1929 § 5353; 1919 § 11736

May purchase stock in corporations to develop and maintain marketfor foreign and domestic exchange.

362.160. Every such corporation shall be authorized and empowered to subscribe for, purchase, hold, pledge and sell the stock of a corporation organized and existing under the laws of the state of Missouri, or under any act of Congress of the United States, for the purpose of developing and maintaining a stable and open market for foreign and domestic bills of exchange, notes, acceptances, and other evidences of debt originating in connection with foreign and domestic trade, by the purchase, investment in, and sale thereof, or for the purpose of engaging in international or foreign banking or other international or foreign financial operations, or in banking or other financial operations in a dependency or insular possessions of the United States, either directly or through the agency, ownership, or control of local institutions in foreign countries, or in such dependencies or insular possessions as provided by this section, and to act when required by the Secretary of the Treasury as fiscal agents of the United States; provided, that the investment of a bank in the stock of such a corporation shall not exceed ten percent of its capital and surplus.

(RSMo 1939 § 7950)

Prior revisions: 1929 § 5355; 1919 § 11738

Restrictions on taking and holding real estate.

362.165. 1. All real estate, including any subsurface rights or interests therein, purchased by any bank or trust company or taken by it in its own right in settlement of debts due it shall be conveyed to it directly by name and the conveyance immediately recorded in the office of the proper recording officer of the county or city in which the real estate is located.

2. Such real estate, rights, or interests so purchased or acquired by any bank or trust company shall be sold by it within ten years of the date on which it shall have been acquired unless it shall be held or occupied in whole or in part by the bank or trust company under the authority of section 362.105, subsection 1, subdivision (9), paragraph (a); provided, that if at any time a bank or trust company changes its location it may have ten years from the date of the change to sell the former location. The aggregate amount of earnings from such real estate, rights or interests shall be separately disclosed in reports of the bank or trust company.

(RSMo 1939 § 7951, A.L. 1967 p. 445, A.L. 1983 S.B. 331, A.L. 1995 S.B. 178)

Prior revisions: 1929 § 5356; 1919 § 11739

CROSS REFERENCE:

Conveyance of realty in blighted area to urban redevelopment corporation, 353.120

Population defined for legal loan limit.

362.169. For the purpose of determining the legal loan limit in section 362.170, the population of the community where the bank or trust company is located shall not include inmates of a correctional institution located in that community.

(L. 1998 S.B. 792)

Unimpaired capital, defined--restrictionson loans, and total liability to any one person.

362.170. 1. As used in this section, the term "unimpaired capital" includes common and preferred stock, capital notes, the surplus fund, undivided profits and any reserves, not subject to known charges as shown on the next preceding published report of the bank or trust company to the director of finance or obtained by the director pursuant to subsection 3 of section 361.130. For purposes of lending limitations, goodwill may comprise no more than ten percent of unimpaired capital.

2. No bank or trust company subject to the provisions of this chapter shall:

(1) Directly or indirectly, lend to any individual, partnership, corporation, limited liability company or body politic, either by means of letters of credit, by acceptance of drafts, or by discount or purchase of notes, bills of exchange, or other obligations of the individual, partnership, corporation, limited liability company or body politic an amount or amounts in the aggregate which will exceed the greater of: (i) twenty-five percent of the unimpaired capital of the bank or trust company, provided such bank or trust company has a composite rating of 1 or 2 under the Capital, Assets, Management, Earnings, Liquidity and Sensitivity (CAMELS) rating system of the Federal Financial Institute Examination Counsel (FFIEC); (ii) fifteen percent of the unimpaired capital of the bank or trust company if located in a city having a population of one hundred thousand or over; (iii) twenty percent of the unimpaired capital of the bank or trust company if located in a city having a population of less than one hundred thousand and over seven thousand; and (iv) twenty-five percent of the unimpaired capital of the bank or trust company if located elsewhere in the state, with the following exceptions:

(a) The restrictions in this subdivision shall not apply to:

a. Bonds or other evidences of debt of the government of the United States or its territorial and insular possessions, or of the state of Missouri, or of any city, county, town, village, or political subdivision of this state;

b. Bonds or other evidences of debt, the issuance of which is authorized under the laws of the United States, and as to which the government of the United States has guaranteed or contracted to provide funds to pay both principal and interest;

c. Bonds or other evidences of debt of any state of the United States other than the state of Missouri, or of any county, city or school district of the foreign state, which county, city, or school district shall have a population of fifty thousand or more inhabitants, and which shall not have defaulted for more than one hundred twenty days in the payment of any of its general obligation bonds or other evidences of debt, either principal or interest, for a period of ten years prior to the time of purchase of the investment and provided that the bonds or other evidences of debt shall be a direct general obligation of the county, city, or school district;

d. Loans to the extent that they are insured or covered by guaranties or by commitments or agreements to take over or purchase made by any department, bureau, board, commission, or establishment of the United States or of the state of Missouri, including any corporation, wholly owned, directly or indirectly, by the United States or of the state of Missouri, pursuant to the authority of any act of Congress or the Missouri general assembly heretofore or hereafter adopted or amended or pursuant to the authority of any executive order of the President of the United States or the governor of Missouri heretofore or hereafter made or amended under the authority of any act of Congress heretofore or hereafter adopted or amended, and the part of the loan not so agreed to be purchased or discounted is within the restrictive provisions of this section;

e. Obligations to any bank or trust company in the form of notes of any person, copartnership, association, corporation or limited liability company, secured by not less than a like amount of direct obligations of the United States which will mature in not exceeding five years from the date the obligations to the bank are entered into;

f. Loans to the extent they are secured by a segregated deposit account in the lending bank if the lending bank has obtained a perfected security interest in such account;

g. Evidences of debt which are direct obligations of, or which are guaranteed by, the Government National Mortgage Association, the Federal National Mortgage Association, the Student Loan Marketing Association, the Federal Home Loan Banks, the Federal Farm Credit Bank or the Federal Home Loan Mortgage Corporation, or evidences of debt which are fully collateralized by direct obligations of, and which are issued by, the Government National Mortgage Association, the Federal National Mortgage Association, the Student Loan Marketing Association, a Federal Home Loan Bank, the Federal Farm Credit Bank or the Federal Home Loan Mortgage Corporation;

(b) The total liabilities to the bank or trust company of any individual, partnership, corporation or limited liability company may equal but not exceed thirty-five percent of the unimpaired capital of the bank or trust company; provided, that all of the total liabilities in excess of the legal loan limit of the bank or trust company as defined in this subdivision are upon paper based upon the collateral security of warehouse receipts covering agricultural products or the manufactured or processed derivatives of agricultural products in public elevators and public warehouses subject to state supervision and regulation in this state or in any other state of the United States, under the following conditions: first, that the actual market value of the property held in store and covered by the receipt shall at all times exceed by at least fifteen percent the amount loaned upon it; and second, that the property covered by the receipts shall be insured to the full market value thereof against loss by fire and lightning, the insurance policies to be issued by corporations or individuals licensed to do business by the state in which the property is located, and when the insurance has been used to the limit that it can be secured, then in corporations or with individuals licensed to do an insurance business by the state or country of their incorporation or residence; and all policies covering property on which the loan is made shall have endorsed thereon, "loss, if any, payable to the holder of the warehouse receipts"; and provided further, that in arriving at the amount that may be loaned by any bank or trust company to any individual, partnership, corporation or limited liability company on elevator or warehouse receipts there shall be deducted from the thirty-five percent of its unimpaired capital the total of all other liabilities of the individual, partnership, corporation or limited liability company to the bank or trust company;

(c) In computing the total liabilities of any individual to a bank or trust company there shall be included all liabilities to the bank or trust company of any partnership of which the individual is a member, and any loans made for the individual's benefit or for the benefit of the partnership; of any partnership to a bank or trust company there shall be included all liabilities of and all loans made for the benefit of the partnership; of any corporation to a bank or trust company there shall be included all loans made for the benefit of the corporation and of any limited liability company to a bank or trust company there shall be included all loans made for the benefit of the limited liability company;

(d) The purchase or discount of drafts, or bills of exchange drawn in good faith against actually existing values, shall not be considered as money borrowed within the meaning of this section; and the purchase or discount of negotiable or nonnegotiable paper which carries the full recourse endorsements or guaranty or agreement to repurchase of the person, copartnership, association, corporation or limited liability company negotiating the same shall not be considered as money borrowed by the endorser or guarantor or the repurchaser within the meaning of this section, provided that the files of the bank or trust company acquiring the paper contain the written certification by an officer designated for this purpose by its board of directors that the responsibility of the makers has been evaluated and the acquiring bank or trust company is relying primarily upon the makers thereof for the payment of the paper;

(e) For the purpose of this section, a loan guaranteed by an individual who does not receive the proceeds of the loan shall not be considered a loan to the guarantor;

(f) Investments in mortgage-related securities, as described in the Secondary Mortgage Market Enhancement Act of 1984, P.L. 98-440, excluding those described in subparagraph g. of paragraph (a) of subdivision (1) of this subsection, shall be subject to the restrictions of this section, provided that a bank or trust company may invest up to two times its legal loan limit in any such securities that are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization;

(2) Nor shall any of its directors, officers, agents, or employees, directly or indirectly purchase or be interested in the purchase of any certificate of deposit, pass book, promissory note, or other evidence of debt issued by it, for less than the principal amount of the debt, without interest, for which it was issued. Every bank or trust company or person violating the provisions of this subdivision shall forfeit to the state the face value of the note or other evidence of debt so purchased;

(3) Make any loan or discount on the security of the shares of its own capital stock, or be the purchaser or holder of these shares, unless the security or purchase shall be necessary to prevent loss upon a debt previously contracted in good faith, and stock so purchased or acquired shall be sold at public or private sale, or otherwise disposed of, within six months from the time of its purchase or acquisition unless the time is extended by the finance director. Any bank or trust company violating any of the provisions of this subdivision shall forfeit to the state the amount of the loan or purchase;

(4) Knowingly lend, directly or indirectly, any money or property for the purpose of enabling any person to pay for or hold shares of its stock, unless the loan is made upon security having an ascertained or market value of at least fifteen percent more than the amount of the loan. Any bank or trust company violating the provision of this subdivision shall forfeit to the state the amount of the loan;

(5) Loans or other extensions of credit to officers and directors shall be in accordance with Federal Reserve Board Regulation O (12 CFR 215.1, et seq.). Every bank or trust company or officer thereof knowingly violating the provisions of this subdivision shall, for each offense, forfeit to the state the amount of the loan or extension of credit;

(6) Invest or keep invested in the stock of any private corporation, provided however, a bank or trust company may invest in equity stock in the Federal Home Loan Bank up to twice the limit described in subdivision (1) of this subsection and except as otherwise provided in this chapter.

3. Provided, that the provisions in this section shall not be so construed as in any way to interfere with the rules and regulations of any clearinghouse association in this state in reference to the daily balances; and provided, that this section shall not apply to balances due from any correspondent subject to draft.

4. Provided, that a trust company which does not accept demand deposits shall be permitted to make loans secured by a first mortgage or deed of trust on real estate to any individual, partnership, corporation or limited liability company, and to deal and invest in the interest-bearing obligations of any state, or any city, county, town, village, or political subdivision thereof, in an amount not to exceed its unimpaired capital, the loans on real estate not to exceed sixty-six and two-thirds percent of the appraised value of the real estate.

5. Any officer, director, agent, clerk, or employee of any bank or trust company who willfully and knowingly makes or concurs in making any loan, either directly or indirectly, to any individual, partnership, corporation or limited liability company or by means of letters of credit, by acceptance of drafts, or by discount or purchase of notes, bills of exchange or other obligation of any person, partnership, corporation or limited liability company, in excess of the amounts set out in this section, shall be deemed guilty of a class D felony.

6. A trust company in existence on October 15, 1967, or a trust company incorporated thereafter which does not accept demand deposits, may invest in but shall not invest or keep invested in the stock of any private corporation an amount in excess of fifteen percent of the capital and surplus fund of the trust company; provided, however, that this limitation shall not apply to the ownership of the capital stock of a safe deposit company as provided in section 362.105; nor to the ownership by a trust company in existence on October 15, 1967, or its stockholders of a part or all of the capital stock of one bank organized under the laws of the United States or of this state, nor to the ownership of a part or all of the capital of one corporation organized under the laws of this state for the principal purpose of receiving savings deposits or issuing debentures or loaning money on real estate or dealing in or guaranteeing the payment of real estate securities, or investing in other securities in which trust companies may invest under this chapter; nor to the continued ownership of stocks lawfully acquired prior to January 1, 1915, and the prohibition for investments in this subsection shall not apply to investments otherwise provided by law other than subdivision (4) of subsection 3 of section 362.105.

7. Any bank or trust company to which the provisions of subsection 2 of this section apply may continue to make loans pursuant to the provisions of subsection 2 of this section for up to five years after the appropriate decennial census indicates that the population of the city in which such bank or trust company is located has exceeded the limits provided in subsection 2 of this section.

(RSMo 1939 § 7952, A.L. 1941 p. 679, A.L. 1943 p. 944, A.L. 1945 p. 919, A.L. 1959 H.B. 287, A.L. 1963 p. 450, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1981 S.B. 28, A.L. 1983 S.B. 331, A.L. 1985 H.B. 408, A.L. 1989 H.B. 346, A.L. 1993 H.B. 566, A.L. 1994 S.B. 701, A.L. 1995 S.B. 215, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2005 H.B. 707, A.L. 2014 S.B. 491)

Prior revisions: 1929 § 5357; 1919 § 11740

Effective 1-01-17

CROSS REFERENCES:

Loans guaranteed under Federal Servicemen's Readjustment Act, 442.120

Ownership of stock or securities of development finance corporation, 371.250

Urban redevelopment corporation bonds, 353.150

Bank officer making excessive loan--penalty.

362.171. Any officer, director, agent, clerk or employee of any bank or trust company who willfully and knowingly makes or concurs in making any loan, either directly or indirectly, to any individual, partnership or corporation or by means of letters of credit, by acceptance of drafts or by discount or purchase of notes, bills of exchange or other obligation of any person, partnership or corporation, in excess of the amounts set out in section 362.170, shall be deemed guilty of a felony and upon conviction shall be punished by imprisonment in the penitentiary for not less than two years nor more than ten years or by imprisonment in the county jail for not exceeding one year or by a fine not exceeding five hundred dollars, or by both such fine and imprisonment.

(RSMo 1939 § 4510, A.L. 1969 H.B. 665)

Prior revision: 1929 § 4119

Investment in stock of banks or bank holding companies--limitations.

362.172. Any bank organized under the laws of this state may invest not to exceed five percent of its capital, surplus and undivided profits in shares of stock in any new bank or banks, existing bank or banks, or bank holding companies if the ownership of a majority of such stock in such bank or bank holding companies is restricted to banks authorized to do business in the state of Missouri.

(L. 1982 H.B. 1079 § 1, A.L. 1990 H.B. 1456, A.L. 2000 S.B. 896)

Investments in small business investment companies.

362.173. Every bank and every trust company organized under the laws of this state shall have power to and may, to the extent that national banks are permitted so to do by the laws of the United States, purchase shares of stock in small business investment companies incorporated under either the laws of this state or of the United States for the purpose of operating under the "Small Business Investment Act of 1958" (72 Stat. 689).

(L. 1959 S.B. 48 § 1)

Obligations issued pursuant to the Farm Credit Act or United StatesHousing Act authorized as legal investments and as security forpublic deposits.

362.175. Trustees, conservators, curators, banks, trust companies, insurance companies, assurance, casualty, fidelity, and guaranty companies, and savings and loan associations may invest any funds held by them in notes, bonds, debentures or other similar obligations issued by the federal land banks, federal intermediate credit banks, or banks for cooperatives or any other obligations issued pursuant to the provisions of an act of the Congress of the United States known as the Farm Credit Act of 1971, and acts amendatory thereto, and bonds issued under the provisions of the act of Congress approved July 15, 1949, and known as "United States Housing Act of 1949", and the bonds shall be accepted as security for all public deposits and in all cases where bonds are required by law to be deposited with any department or public official of this state or any political subdivision thereof.

(RSMo 1939 § 3310, A.L. 1967 p. 445, A.L. 1975 S.B. 257, A.L. 1983 S.B. 44 & 45)

Prior revision: 1929 § 2924

Who may make Federal Housing Act loans.

362.180. Banking institutions, trust companies, insurance companies, and loan and investment companies may

(1) Make loans and advances of credit and purchases of obligations representing loans and advances of credit which are eligible for insurance pursuant to title I, section 2, of the National Housing Act, and obtain such insurance;

(2) Make loans secured by real property or leasehold interests which the Federal Housing Administrator insures or makes a commitment to insure pursuant to title II of the National Housing Act, and obtain such insurance.

(RSMo 1939 § 8189, A.L. 1961 p. 463)

Financial institutions may invest securities under Federal HousingAct.

362.185. It is lawful for banking institutions, trust companies, insurance companies; and loan and investment companies to invest their funds and the moneys in their custody or possession in bonds or notes secured by deeds of trust or mortgages insured by the Federal Housing Administrator, or in debentures and bonds issued by the Federal Housing Administrator pursuant to title II of the National Housing Act, or in debentures and bonds issued by national mortgage associations.

(RSMo 1939 § 8190, A.L. 1961 p. 463)

May be used as security.

362.190. Bonds, notes, or debentures issued by the Federal Housing Administrator or insured by the United States government under title II of the National Housing Act may be eligible as security for all public deposits in depositaries, or by public officials, departments of state, or any political subdivision thereof, where bonds or deposits are required by law to be deposited.

(RSMo 1939 § 8191)

State employee compensation deductions authorized for investmentby office of administration.

362.191. Notwithstanding any other provision of law, the commissioner of administration may, in the same manner as provided in section 33.103, deduct from any state employee's compensation warrant any amount authorized by the employee for the investments in deposits in any bank which is located in this state, or has a state charter, and is insured by an agency of the United States government.

(L. 2004 H.B. 959)

Applicability of sections 362.180 to 362.195.

362.195. No law of this state prescribing the nature, amount or form of security, or requiring security upon which loans or advances of credit may be made, or prescribing or limiting interest rates upon loans or advances of credit, or prescribing or limiting the period for which loans or advances of credit may be made, shall apply to loans, advances of credit, or purchases made pursuant to sections 362.180 to 362.195.

(RSMo 1939 § 8192)

Capital contributions and investments in obligations of FederalNational Mortgage Association.

362.197. Every bank and every trust company organized under the laws of this state shall have the power to, and may make payments to Federal National Mortgage Association of such nonrefundable capital contributions as are required to be made by it under the National Housing Act as amended by the Housing Act of 1954 (12 U.S.C.A. Sec. 1701 et seq.) in order for the particular bank or trust company to obtain the benefits of such act, and may receive stock of the Federal National Mortgage Association evidencing such capital contributions and may hold and dispose of such stock, and invest in the obligations of Federal National Mortgage Association in any amount without regard to the restrictions and limitations contained in section 362.170.

(L. 1955 p. 254 § 1, A.L. 1971 S.B. 163)

Money not to be employed in trade or commerce.

362.200. No corporation organized under any law of this state, whether general or special, as a bank or trust company, or to carry on a banking business, shall, except as otherwise permitted by law, employ its moneys, directly or indirectly, in trade or commerce, by buying and selling ordinary goods, chattels, wares and merchandise, or by owning or operating industrial plants; provided, that it may sell all kinds of property which may come into its possession as collateral security for loans, or in the ordinary collection of debts.

(RSMo 1939 § 7953, A.L. 1967 p. 445)

Prior revisions: 1929 § 5358; 1919 § 11741; 1909 § 1109

Account books, requirements--property, how carried.

362.205. 1. No bank or trust company shall by any system of accounting or any device of bookkeeping, directly or indirectly, enter any of its assets upon its books in the name of any other individual, partnership or corporation, or under any title or designation that is not truly descriptive thereof.

2. The bonds and other interest-bearing corporate securities purchased by a bank or trust company shall be entered on its books at the actual cost thereof, and for the purpose of calculating the undivided profits applicable to the payment of dividends the securities shall not be estimated at a valuation exceeding their present cost as determined by amortization, that is, by deducting from the cost of the security purchased for a sum in excess of the amount payable thereon at maturity, and charging to profit and loss a sufficient sum to bring it to par at maturity, or adding to the cost of the security purchased at less than the amount payable thereon at maturity, and crediting to profit and loss a sufficient sum to bring it to par at maturity.

3. No bank or trust company shall, except with the written approval of the director, enter or at any time carry on its books the real estate and the building or buildings thereon or the furniture and fixtures used by it at a valuation exceeding their actual cost to the bank or trust company, or book value, whichever is less.

4. Every bank and trust company shall conform its methods of keeping its books and records to such orders in respect thereto as shall have been made and promulgated by the director pursuant to section 361.260.

(RSMo 1939 § 7954, A.L. 1967 p. 445)

Prior revisions: 1929 § 5359; 1919 § 11742

Securities held in name of nominee.

362.207. 1. Any state or national bank or trust company qualified to act as a fiduciary in this state may, with the consent of its cofiduciaries, if any, who are hereby authorized to give consent, cause any investments held by it in a fiduciary capacity to be registered and held in the name of a nominee of the bank or trust company without mention of the fiduciary relationship in any instrument or record constituting or evidencing title thereto, unless the instrument, judgment, decree or order heretofore or hereafter creating the fiduciary relationship expressly prohibits the registering and holding of investments in the name of a nominee. The bank or trust company is liable for the acts of any nominee with respect to any investments so registered.

2. The records of the bank or trust company shall at all times show the ownership of any such investments, which investments shall be in the control of the bank or trust company and be kept separate and apart from the assets of the bank or trust company.

(L. 1967 p. 445)

(Source: RSMo Supp. 1965 § 363.285)

Agreements to pay time deposit before maturity prohibited--penalty.

362.220. Any director, officer or employee of a bank or trust company who makes any agreement, express or implied, before or at the time of issuing a certificate of deposit by which its holder may demand or receive payment thereof in advance of its maturity, or who before or at the time of receiving a savings deposit makes an agreement, express or implied, by which the holder of the savings passbook may demand or receive payment of the savings deposit in advance of the time provided for payment under the rules and regulations under which the savings deposit was received, shall forfeit and pay the sum of one hundred dollars for each violation of this provision, to be collected as provided for in this chapter.

(RSMo 1939 § 7955, A.L. 1945 p. 932, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5360; 1919 § 11743

Checks to be paid at par--exceptions--penalty.

362.222. 1. No bank or trust company organized under the laws of this state shall settle any check drawn on it otherwise than at par. The provision of this section shall not apply with respect to settlement of a check sent to a bank or trust company as a special collection item.

2. Any officer or employee of any bank or trust company who violates the provisions of subsection 1 shall be guilty of a misdemeanor. For purposes of this section, the settling of each check in violation of subsection 1 shall be deemed a separate offense.

(L. 1969 S.B. 201 § 1)

Reserve depositaries.

362.225. Missouri banks and depository trust companies shall maintain reserves against aggregate deposits as provided by the Federal Reserve Act and any amendments thereto or of regulations duly adopted and promulgated under the Federal Reserve Act for banks and trust companies of similar size and classification according to the requirements for the Federal Reserve District in which the bank or deposit trust company is located. Federal Reserve Banks located in this state are approved depositories for all banks and trust companies.

(RSMo 1939 § 7956, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5361; 1919 § 11744

CROSS REFERENCE:

Reserve requirements, federal regulations to take precedence, when, 362.231

No new loans until depleted reserves are restored.

362.230. Whenever the reserve of a bank or trust company shall fall below the amount herein required of it and shall remain so for a period of one week, then the bank or trust company shall not make any new loans, discounts or acceptances, except the discount or purchase of bills of exchange, payable at sight, until it shall have restored its required reserve; provided, however, that if the averages of the daily reserves maintained for any calendar week beginning on Thursday are not less than the averages of the daily reserves required by sections 362.210, 362.213 and 362.215 to be maintained for the week, the bank or trust company shall be deemed to have complied with the requirements of the sections for each day of the week.

(RSMo 1939 § 7957, A.L. 1959 S.B. 194, A.L. 1967 p. 445, A.L. 1972 S.B. 464)

Prior revisions: 1929 § 5362; 1919 § 11745

CROSS REFERENCE:

Reserve requirements, federal regulations to take precedence, when, 362.231

Reserve requirements, federal regulation to take precedence, when.

362.231. Whenever federal reserve regulations establish the level of reserves to be maintained by state banks, which are not member banks of the federal reserve, the laws and regulations relating to reserves in sections 362.210, 362.213, 362.215, 362.217, 362.225, 362.230 shall not apply to such banks.

(L. 1981 S.B. 28)

National bank may become state bank or trust company--procedure,effect.

362.235. 1. Any national banking association incorporated under the laws of the United States having its place of business in this state may be converted into a bank or trust company under the laws of the state of Missouri and to be located in the city or town in which the converting national banking association is located, or alone, or with one or more other national banking associations, may be consolidated or merged with one or more banks or trust companies incorporated under the laws of this state under the charter of a bank or trust company incorporated under the laws of this state, upon compliance with the laws of the United States in such cases made and provided and upon obtaining the approval of the director of finance of the state of Missouri. The name of the resulting bank or trust company in the case of conversion may be the name of the converting national banking association, and in the case of consolidation or merger may be the name of any one of the parties to the consolidation or merger, provided that in no case shall the name contain the word "national" or be the same as or deceptively similar to the name of any bank or trust company incorporated under the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.

2. Upon a majority of the board of directors of the national banking association certifying to the director of finance that the laws of the United States relating to the approval of stockholders (and to the approval of the Comptroller of the Currency whenever his or her approval is required) have been complied with, the majority of the board shall have full power and authority to complete the conversion, consolidation or merger on the part of the national banking association, provided that the rights of the dissenting shareholders of the national banking association shall be determined pursuant to the laws of the United States.

3. (1) In the case of conversion the majority of the board of directors of the national banking association shall proceed as is provided by law for other individuals in incorporating a bank or trust company under the laws of this state except that the articles of agreement:

(a) May provide that instead of the capital stock having actually been paid up in money it is to be paid up in assets of the converting national banking association, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company which capital stock shall not be less than that required by law for a bank or trust company, as the case may be, to be located in the particular city or town in which the converting national banking association is located;

(b) Shall provide that the proposed resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association although as to rights, powers and duties the proposed resulting institution is a bank or trust company incorporated under the laws of the state of Missouri; and

(c) Shall set out the names and addresses of all persons who are to be officers of the proposed bank or trust company.

(2) If the director of finance, as the result of an examination and investigation made by him or her, his or her deputies or his or her examiners, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to banks or trust companies, as the case may be, he or she shall grant the charter. If he or she is not satisfied as to either or both matters, he or she shall forthwith give notice thereof to the majority of the board of directors of the converting national banking association who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new bank or trust company.

(3) Upon the approval of the particular conversion being granted the director of finance shall execute and deliver to the majority of the board of directors of the converting national banking association his or her certificate setting forth that the bank or trust company therein named has been duly organized and is the institution resulting from the conversion of the national banking association into the resulting bank or trust company, and that the resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association. One certified copy of the certificate shall be filed in the public records of the division of finance and the certificate so filed, or certified copies thereof, shall be taken in all the courts of this state as evidence of the conversion of the national banking association into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting national banking association.

(4) When the director of finance has given his or her certificate as aforesaid:

(a) The resulting bank or trust company and all its stockholders, directors, officers, and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as in the case of such an institution had it originally organized as a bank or trust company under the laws of this state;

(b) All the rights, franchises, and interests of the converting national banking association in and to every species of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vest in the resulting bank or trust company without any deed or other transfer; and

(c) The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not by way of limitation, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting national banking association at the time of its conversion into the resulting bank or trust company.

4. In the case of consolidation or merger the same shall be consummated by each national banking association complying with the laws of the United States thereto relating, and also by each national banking association and each bank or trust company complying with the provisions of the laws of this state relating to the consolidation or merger of trust companies, except that it shall not be necessary for a national banking association to obtain the consent of its shareholders in the manner provided by the law of this state, and except that where the resulting institution is a bank rather than a trust company the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks. The rights of dissenting shareholders of each national banking association shall be determined pursuant to the laws of the United States and the rights of the dissenting shareholders of each bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of trust companies. In the case of the consolidation or merger the resulting bank or trust company shall be and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each national banking association and each bank or trust company which is a party to the consolidation or merger, and all and singular the provisions of sections 362.610 to 362.810 shall apply in the case of any such consolidation or merger even though one or more of the parties is a national banking association or a bank as compared with a trust company and as though each party to the consolidation or merger were a trust company incorporated under the laws of the state of Missouri.

(RSMo 1939 §§ 7947, 8022, A.L. 1951 p. 290 § 2, A.L. 1953 p. 247, A.L. 1967 p. 445, A.L. 1983 S.B. 44 & 45, A.L. 2000 S.B. 896)

Prior revisions: 1929 §§ 5352, 5419; 1919 §§ 11735, 11797

Change from state to national bank.

362.240. 1. Any bank or trust company incorporated under the laws of this state may be converted into a national banking association, or alone, or with one or more other such banks or trust companies, may be consolidated or merged with one or more national banking associations under a national banking association charter upon compliance with the laws of the United States in such cases made and provided, and without approval by any authority of this state.

2. Whenever any such bank or trust company shall have converted, consolidated or merged into a national banking association it shall notify the director of finance of the state of Missouri of such fact and shall file with him a copy of its authorization as a national banking association or a copy of the certificate of approval of consolidation or merger certified by the Comptroller of the Currency, and thereupon its franchise under the laws of this state shall automatically terminate and the resulting national banking association shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, such bank or trust company, although as to rights, powers and duties the resulting institution is a national banking association. The rights of any of the stockholders of any such bank or trust company who dissent to the consolidation or merger shall be determined pursuant to the laws of the United States.

3. In the case of any such conversion, consolidation or merger:

(1) All the rights, franchises and interests of the converting, consolidating or merging bank or trust company in and to every species of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vested in the resulting national banking association without any deed or other transfer; and

(2) The resulting national banking association by virtue of the conversion, consolidation, or merger, and without any order of any court or otherwise, shall hold and enjoy the same and all rights of property and interests, including, but not by way of limitation, appointments, designations and nominations and all other rights and interests as trustee, personal representative, conservator, receiver, registrar, assignee, and every other fiduciary capacity in the same manner and to the same effect as such rights and interests were held or enjoyed by the converting, consolidating or merging bank or trust company at the time of its conversion, consolidation or merger into such resulting national banking association.

(RSMo 1939 § 7988, A.L. 1951 p. 290 § 1, A.L. 1953 p. 250, A.L. 1983 S.B. 44 & 45)

Prior revisions: 1929 § 5392; 1919 § 11771

Board of directors, qualifications--cumulative voting in electingdirector permitted when.

362.245. 1. The affairs and business of the corporation shall be managed by a board of directors, consisting of not less than five nor more than thirty-five stockholders who shall be elected annually; except, that trust companies in existence on October 13, 1967, may continue to divide the directors into three classes of equal number, as near as may be, and to elect one class each year for three-year terms. Notwithstanding any provision of this chapter to the contrary, a director who is not a stockholder shall have all the rights, privileges, and duties of a director who is a stockholder.

2. Each director shall be a citizen of the United States, and at least a majority of the directors must be residents of this state at the time of their election and during their continuance in office; provided, however, that if a director actually resides within a radius of one hundred miles of the banking house of said bank or trust company, even though his or her residence be in another state adjoining and contiguous to the state of Missouri, he or she shall for the purposes of this section be considered as a resident of this state and in the event such director shall be a nonresident of the state of Missouri he or she shall upon his or her election as a director file with the president of the banking house or such other chief executive office as otherwise permitted by this chapter written consent to service of legal process upon him in his or her capacity as a director by service of the legal process upon the president as though the same were personally served upon the director in Missouri.

3. If at a time when not more than a majority of the directors are residents of this state, any director shall cease to be a resident of this state or adjoining state as defined in subsection 2 of this section, he or she shall forthwith cease to be a director of the bank or trust company and his or her office shall be vacant.

4. No person shall be a director in any bank or trust company against whom such bank or trust company shall hold a judgment.

5. Cumulative voting shall only be permitted at any meeting of the members or stockholders in electing directors when it is provided for in the articles of incorporation or bylaws.

(RSMo 1939 § 7958, A.L. 1955 p. 271, A.L. 1961 p. 143, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1988 H.B. 1204, A.L. 1990 H.B. 1788, A.L. 1998 S.B. 852 & 913, A.L. 2000 S.B. 896, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5363; 1919 § 11746

Board, quorum--directors not physically present, counted when.

362.247. 1. A majority of the full board of directors shall constitute a quorum for the transaction of business unless another number is required by the articles of agreement, the bylaws or by law. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the articles of agreement, the bylaws or by law.

2. When the board of directors meets by telephonic conference call or video conferencing, the bank or trust company may include in a quorum directors who are not physically present but are allowed to vote, provided the bank and directors meet the applicable requirements of this section as follows:

(1) The bank or trust company has a composite rating of 1 or 2 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity, and Sensitivity) rating system of the Federal Financial Institution Examination Counsel (FFIEC); and

(2) The bank or trust company's board meeting will not be attended by representatives of the bank or trust company's state or federal bank regulator.

3. Any director who is not physically present within the common area for the meeting and wishes to be counted toward a quorum for such meeting shall sign an affidavit under penalty of perjury that such director:

(1) Received formal notice of the board meeting for which he or she is attending or waived such notice as otherwise provided by law;

(2) Received the board meeting information required for each board of director's meeting as provided by section 362.275; and

(3) Was alone when participating in such board meeting or was in the physical presence of no one not a director of such bank or trust company, and was able to clearly hear such board meeting discussion from its beginning to end.

4. Notwithstanding the provisions of subsections 2 and 3 of this section to the contrary, the director of the division of finance may promulgate alternative or additional regulations, reasonable in scope, to provide for the integrity of the board of directors' operations when directors who are not physically present and counted toward such board's quorum, provided the regulations balance the integrity of such board's operation with the bank or trust company's interest in minimizing the cost of compliance with such regulation.

5. The sole remedy when the bank, trust company or director fails to follow the procedures for directors who are not physically present and counted toward the board's quorum as provided in this section shall be limited to such action as the division of finance may bring under its enforcement authority as provided in chapter 361.

(L. 1967 p. 445, A.L. 1999 S.B. 386)

Oath of directors to be subscribed and certified--to be filed bydirector--penalty.

362.250. 1. Every person elected director of a bank or trust company shall, within thirty days after election, qualify himself as director by filing with the officers of the bank or trust company an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of the bank or trust company, and will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to the bank or trust company.

2. The oath shall be subscribed by the director making it, and certified by an officer authorized by law to administer oaths, and the fact of the oath having been made and filed with the officers of the bank or trust company shall be noted on the records of the acts of the directors.

3. The oath, subscribed by the director making it, and certified by the officer before whom it is taken, shall be immediately transmitted to the director of finance and shall be filed and preserved in his office.

4. Failure to comply with this provision within the time specified shall work a forfeiture of the position; provided, however, that the director of finance may, for cause deemed sufficient by him, extend the time; and when any vacancy occurs by this failure the board of directors shall, at the next regular meeting thereafter, enter the fact of the vacancy upon their records and promptly proceed to elect some competent person to fill the vacancy for the unexpired term.

(RSMo 1939 § 7959, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1989 H.B. 346, A.L. 1998 S.B. 852 & 913)

Prior revisions: 1929 § 5364; 1919 § 11747

Effective 1-1-99

Two or more directors to constitute an executive committee--when.

362.253. If the bylaws so provide, the board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in the resolution or in the bylaws of the bank or trust company, shall have and exercise all of the authority of the board of directors in the management of the bank or trust company; but the designation of the committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon him by this chapter.

(L. 1967 p. 445)

Tenure of office of directors.

362.255. The directors shall, unless sooner removed or disqualified, hold office until the next annual meeting of the stockholders, and until their successors are elected and have qualified.

(RSMo 1939 § 7960)

Prior revisions: 1929 § 5365; 1919 § 11748

Vacancies in board of directors.

362.260. 1. All vacancies in the office of directors shall be filled by election by the stockholders except as herein provided.

2. Vacancies not exceeding one-third of the whole number of the board may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected may hold office until such vacancies are filled by the stockholders at a special or annual meeting.

(RSMo 1939 § 7961)

Prior revisions: 1929 § 5366; 1919 § 11749

Change of number of directors.

362.265. 1. The stockholders at any annual or special meeting, provided notice of the proposed change be given in the notice of the meeting, may, by a majority of all the votes of the stockholders of the bank or trust company, change by resolution the number of its directors to such number, not less than five nor more than thirty-five, as they may decide.

2. The directors at any regular or special meeting of directors, by a two-thirds majority vote of the total number thereof, may increase the number of directors by adding not more than two additional directors during any one year unless the added directors would increase the total number of directors to more than thirty-five. The increase shall be effective only until the next regular stockholders' meeting, at which time the stockholders shall approve or reject such increase.

3. A copy of every stockholders' or directors' resolution changing the number of directors shall be immediately filed in the office of the director of finance.

(RSMo 1939 § 7962, A.L. 1967 p. 445, A.L. 1980 H.B. 1195, A.L. 1981 S.B. 5 Revision)

Prior revisions: 1929 § 5367; 1919 § 11750

Effective 5-27-81

Organizational meeting of directors.

362.270. Within thirty days after the date on which the annual meeting of the stockholders is held the directors elected at such meeting shall, after subscribing the oath required in section 362.250, hold a meeting at which they shall elect a chief executive officer which the board may designate as president or another appropriate title, from their own number, one or more vice presidents, and such other officers as are provided for by the bylaws to be elected annually, except as otherwise provided by law.

(RSMo 1939 § 7963, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5368; 1919 § 11751

Monthly meeting of board--review of certain transactions--unanimousconsent agreements permitted, when.

362.275. 1. The board of directors of every bank and trust company organized or doing business pursuant to this chapter shall hold a regular meeting at least once each month, or, upon application to and acceptance by the director of finance, at such other times, not less frequently than once each calendar quarter as the director of finance shall approve, which approval may be rescinded at any time. There shall be submitted to the meeting a list giving the aggregate of loans, discounts, acceptances and advances, including overdrafts, to each individual, partnership, corporation or person whose liability to the bank or trust company has been created, extended, renewed or increased since the cut-off date prior to the regular meeting by more than an amount to be determined by the board of directors, which minimum amount shall not exceed five percent of the bank's legal loan limit, except the minimum amount shall in no case be less than ten thousand dollars; a second list of the aggregate indebtedness of each borrower whose aggregate indebtedness exceeds five times such minimum amount, except the aggregate indebtedness shall in no case be less than fifty thousand dollars; a third list showing all paper past due thirty days or more or alternatively, the third list shall report the total past-due ratio for loans thirty days or more past due, nonaccrual loans divided by total loans, and a listing of past-due loans in excess of the minimum amount to be determined by the board of directors, which minimum amount shall not exceed five percent of the bank's legal loan limit, except the minimum amount shall in no case be less than ten thousand dollars; and a fourth list showing the aggregate of the then-existing indebtedness and liability to the bank or trust company of each of the directors, officers, and employees thereof. The information called for in the second, third, and fourth lists shall be submitted as of the date of the regular meeting or as of a reasonable date prior thereto. No bills payable shall be made, and no bills shall be rediscounted by the bank or trust company except with the consent or ratification of the board of directors; provided, however, that if the bank or trust company is a member of the federal reserve system, rediscounts may be made to it by the officers in accordance with its rules, a list of all rediscounts to be submitted to the next regular meeting of the board. The director of finance may require, by order, that the board of directors of a bank or trust company approve or disapprove every purchase or sale of securities and every discount, loan, acceptance, renewal or other advance including every overdraft over an amount to be specified in the director's order and may also require that the board of directors review, at each monthly meeting, a list of the aggregate indebtedness of each borrower whose aggregate indebtedness exceeds an amount to be specified in the director's order. The minutes of the meeting shall indicate the compliance with the requirements of this section. Furthermore, the debtor's identity on the information required in this subsection may be masked by code to conceal the actual debtor's identity only for information mailed to or otherwise provided directors who are not physically present at the board meeting. The code used shall be revealed to all directors at the beginning of each board meeting for which this procedure is used.

2. For any issue in need of immediate action, the board of directors or the executive committee of the board as defined in section 362.253 may enter into a unanimous consent agreement as permitted by subsection 2 of section 351.340. Such consent may be communicated by facsimile transmission or by other authenticated record, separately by each director, provided each consent is signed by the director and the bank has no indication such signature is not the director's valid consent. When the bank or trust company has received unanimous consent from the board or executive committee, the action voted on shall be considered approved.

(RSMo 1939 § 7964, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1980 H.B. 1195, A.L. 1981 S.B. 5 Revision, A.L. 1988 H.B. 1204, A.L. 1995 H.B. 63, et al. merged with S.B. 178, A.L. 1999 S.B. 386, A.L. 2002 S.B. 895, A.L. 2006 S.B. 892)

Prior revisions: 1929 § 5369; 1919 § 11752

Examination by directors--exceptions.

362.280. 1. The board of directors of every bank and trust company at least once in each year and whenever and as often as required by the director, and within thirty days after notice from him, shall examine or cause a committee of at least three of its members or stockholders to examine fully the books, papers and affairs of the bank, and the loans and discounts and acceptances thereof, and particularly the loans or discounts or acceptances made directly or indirectly to its officers or directors, or for the benefit of these officers or directors, or for the benefit of other corporations of which these officers or directors are also officers or directors, or in which they have a beneficial interest as stockholders, creditors, or otherwise, with the special view of ascertaining their safety and present value, and the value of the collateral security, if any, held in connection therewith, and into such other matters as the director may require; provided, however, that no examination shall be required of a bank or trust company which is a member of the Federal Reserve System or of a bank or trust company whose deposits are insured by the Federal Deposit Insurance Corporation.

2. The directors or committee of stockholders shall have the power to employ such assistance in making such examination as they may deem necessary.

(RSMo 1939 § 7965, A.L. 1967 p. 445)

Prior revisions: 1929 § 5370; 1919 § 11753

Report of directors' examination--penalty.

362.285. 1. Within ten days succeeding any examination made pursuant to the requirements of section 362.280, a report in writing thereof, sworn to by the directors or stockholders making the same, shall be made to the board of directors of the bank or trust company, and placed on file in the bank or trust company, and a duplicate thereof filed in the office of the finance director.

2. The report shall particularly contain a statement of the assets and liabilities of the bank or trust company examined, as shown by the books, together with such deductions from the assets, and the addition of the liabilities, direct, indirect, contingent or otherwise, as the directors or committee, after the examination, may find necessary in order to determine the true condition of the bank or trust company. It shall also contain a statement showing in detail every known liability to the bank or trust company, direct or indirect, contingent or otherwise, of every officer or director thereof and of every corporation in which the officer or director owns stock to the amount of twenty-five percent of the total outstanding stock, or of which the officer or director is also an officer or director. It shall also contain a statement, in detail, of loans, if any, which in their opinion are doubtful or worthless, together with their reasons for so regarding them; also a statement of loans made on collateral security which in their opinion are insufficiently secured, giving in each case the amount of the loan, the name and market value of the collateral, if it has any market value, and, if not, a statement of that fact, and its actual value as nearly as possible. The report shall also contain a statement of overdrafts, of the names and amounts of the ones considered worthless or doubtful, and a full statement of such other matters as affect the solvency and soundness of the institution.

3. If the directors of any bank or trust company shall fail to make, or to cause to be made or to file the report of examination in the manner and within the time specified, the bank or trust company shall forfeit to the state one hundred dollars for every day such report shall be delayed.

(RSMo 1939 § 7966, A.L. 1967 p. 445)

Prior revisions: 1929 § 5371; 1919 § 11754

Communications from director shall be submitted to directors andnoted in minutes.

362.290. Each official communication directed by the finance director or one of his deputies to a bank or trust company or to any officer thereof, relating to an examination or investigation conducted by the division of finance or containing suggestions or recommendations as to the conduct of the business of the bank or trust company, shall be submitted, by the officer receiving it, to the board of directors at the next meeting of the board, and duly noted in the minutes of the meetings of the board.

(RSMo 1939 § 7967, A.L. 1967 p. 445)

Prior revisions: 1929 § 5372; 1919 § 11755

Reports to director--publication--penalty.

362.295. 1. Within ten days after service upon it of the notice provided for by section 361.130, every bank and trust company shall make a written report to the director, which report shall be in the form and shall contain the matters prescribed by the director and shall specifically state the items of capital, deposits, specie and cash items, public securities and private securities, real estate and real estate securities, and such other items as may be necessary to inform the public as to the financial condition and solvency of the bank or trust company, or which the director may deem proper to include therein. In lieu of requiring direct filing of reports of condition, the director may accept reports of condition or their equivalent as filed with federal regulatory agencies and may require verification and the filing of supplemental information as the director deems necessary.

2. Every report shall be verified by the oaths of the president or vice president and cashier or secretary or assistant cashier or assistant secretary, and the verification shall state that the report is true and correct in all respects to the best of the knowledge and belief of the persons verifying it, and the report shall be attested by three directors, and shall be a report of the actual condition of the bank or trust company at the close of business on the day designated and which day shall be prior to the call. If the director of finance obtains the data pursuant to subsection 3 of section 361.130, the director may rely on the verification provided to the federal regulatory agency.

3. Every report, exclusive of the verification, shall, within thirty days after it shall have been filed with the director, be published by the bank or trust company in one newspaper of the place where its place of business is located, or if no newspaper is published there, in a newspaper of general circulation in the town and community in which the bank or trust company is located; the newspaper to be designated by the board of directors and a copy of the publication, with the affidavit of the publisher thereto, shall be attached to the report; provided, if the bank or trust company is located in a town or city having a population exceeding ten thousand inhabitants, then the publication must be in a daily newspaper, if published in that city; but if the bank or trust company is located in a town or city having a population of ten thousand inhabitants or less, then the publication may be in either a daily or weekly newspaper published in the town or city as aforesaid; and in all cases a copy of the statement shall be posted in the banking house accessible to all.

4. The bank and trust company shall also make such other special reports to the director as he may from time to time require, in such form and at such date as may be prescribed by him, and the report shall, if required by him, be verified in such manner as he may prescribe.

5. If the bank or trust company shall fail to make any report required by this section on or before the day designated for the making thereof, or shall fail to include therein any matter required by the director, the bank or trust company shall forfeit to the state the sum of one hundred dollars for every day that the report shall be delayed or withheld, and for every day that it shall fail to report any omitted matter, unless the time therefor shall have been extended by the director. Should any president, cashier or secretary of the bank or trust company or any director thereof fail to make the statement so required of him or them, or willfully and corruptly make a false statement, he or they, and each of them, shall be deemed guilty of a misdemeanor, and, upon conviction thereof, upon information, punished by a fine for each offense not exceeding five hundred dollars and not less than one hundred dollars, or by imprisonment not less than one or more than twelve months in the city or county jail, or by both such fine and imprisonment.

6. A bank or trust company may provide each written report required to be published free of charge to the public; and when each bank or trust company notifies their customers that such information is available; and when one copy of such information is available to each person that requests it, the newspaper publication provisions of this section shall not be enforced against such bank or trust company.

(RSMo 1939 § 7968, A.L. 1967 p. 445, A.L. 1995 S.B. 178, A.L. 2003 H.B. 221 merged with S.B. 346)

Prior revisions: 1929 § 5373; 1919 § 11756

Surplus fund--composition--purposes.

362.310. Every bank and trust company shall create a fund to be known as a "surplus fund". This fund may be created or increased by contributions or by transfers from undivided profits. The fund up to forty percent of the capital of the bank or trust company shall be used only for the payment of losses in excess of undivided profits; provided, that the excess of surplus over forty percent, upon the approval of the director of finance, may be capitalized as a stock dividend or may be transferred to undivided profits and used for cash dividends in the discretion of the board of directors.

(RSMo 1939 § 7970, A.L. 1967 p. 445, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5375; 1919 § 11758

Net income or loss for dividend period to be determined--income tobe credited to surplus fund--undivided profits available fordividends.

362.315. 1. To determine the amount of net income or loss for the dividend period, every bank or trust company shall account for all items of income and expense in accordance with regulatory instructions for completing reports of condition and income. When the net income or loss of a bank or trust company has been determined at the close of a dividend period, if its surplus fund does not equal forty percent of the capital of the bank or trust company, one-tenth of such net income shall be credited to the surplus fund or so much thereof, less than one-tenth, as will make the fund equal forty percent of the capital; provided, that until the capital and surplus fund of any bank or trust company now existing, the capital of which is not equal to the requirements of section 362.050, equals forty percent more than the minimum of capital for a bank or trust company in its location, one-tenth of its net income at the close of each dividend period shall be credited to the surplus fund.

2. The credit balance of the undivided profits account at the close of the dividend period may be available for dividends. The directors of any bank or trust company may from time to time declare such dividends as they shall judge expedient from the undivided profits.

3. No bank or trust company shall declare, credit or pay any dividend to its stockholders until it shall have made good any existing impairment of its capital, and all officers or directors of the bank or trust company who shall assent to declaring and paying a dividend while the capital stock is so impaired shall be jointly and severally liable to the creditors of the bank or trust company to the amount of the dividend for any loss resulting from the payment of the dividend.

(RSMo 1939 § 7971, A.L. 1967 p. 445, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5376; 1919 § 11759

Charter amended--procedure--notice--duty of director--appeal.

362.325. 1. Any bank or trust company may, at any time, and in any amount, increase or, with the approval of the director, reduce its capital stock (as to its authorized but unissued shares, its issued shares, and its capital stock as represented by such issued shares), including a reduction of capital stock by reverse stock split, change its name, change or extend its business or the length of its corporate life, avail itself of the privileges and provisions of this chapter or otherwise change its articles of agreement in any way not inconsistent with the provisions of this chapter, with the consent of the persons holding a majority of the stock of the bank or trust company, which consent shall be obtained at an annual meeting or at a special meeting of the shareholders called for that purpose. A bank or trust company may, but shall not be obligated to, issue a certificate for a fractional share, and, by action of its board of directors, may in lieu thereof, pay cash equal to the value of the fractional share.

2. The meeting shall be called and notice given as provided in section 362.044.

3. If, at any time and place specified in the notice, stockholders shall appear in person or by proxy, in number representing not less than a majority of all the shares of stock of the bank or trust company, they shall organize by choosing one of the directors as chairman of the meeting, and a suitable person for secretary, and proceed to a vote of those present in person or by proxy.

4. If, upon a canvass of the vote at the meeting, it is ascertained that the proposition has carried, it shall be so declared by the president of the meeting and the proceedings entered of record.

5. When the full amount of the proposed increase has been bona fide subscribed and paid in cash to the board of directors of the bank or trust company or the change has been duly authorized, then a statement of the proceedings, showing a compliance with the provisions of this chapter, the increase of capital actually subscribed and paid up or the change shall be made out, signed and verified by the affidavit of the president and countersigned by the cashier, or secretary, and such statement shall be acknowledged by the president and one certified copy filed in the public records of the division of finance.

6. Upon the filing of the certified copy the director shall promptly satisfy himself or herself that there has been a compliance in good faith with all the requirements of the law relating to the increase, decrease or change, and when he or she is so satisfied he or she shall issue a certificate that the bank or trust company has complied with the law made and provided for the increase or decrease of capital stock, and the amount to which the capital stock has been increased or decreased or for the change in the length of its corporate life or any other change provided for in this section. Thereupon, the capital stock of the bank or trust company shall be increased or decreased to the amount specified in the certificate or the length of the corporate life of the bank shall be changed or other authorized change made as specified in the certificate. The certificate, or certified copies thereof, shall be taken in all the courts of the state as evidence of the increase, decrease or change.

7. Provided, however, that if the change undertaken by the bank or trust company in its articles of agreement shall provide for the relocation of the bank or trust company in another community, the director shall make or cause to be made an examination to ascertain whether the convenience and needs of the new community wherein the bank desires to locate are such as to justify and warrant the opening of the bank therein and whether the probable volume of business at the new location is sufficient to ensure and maintain the solvency of the bank and the solvency of the then existing banks and trust companies at the location, without endangering the safety of any bank or trust company in the locality as a place of deposit of public and private moneys, and, if the director, as a result of the examination, be not satisfied in the particulars mentioned or either of them, he or she may refuse to issue the certificate applied for, in which event he or she shall forthwith give notice of his or her refusal to the bank applying for the certificate, which if it so desires may, within ten days thereafter, appeal from the refusal to the state banking and savings and loan board.

8. All certificates issued by the director of finance relating to amendments to the charter of any bank shall be provided to the bank or trust company and one certified copy filed in the public records of the division of finance.

9. The board of directors may designate a chief executive officer, and such officer will replace the president for purposes of this section.

(RSMo 1939 § 7973, A.L. 1941 p. 670, A.L. 1955 p. 266, A.L. 1961 p. 143, A.L. 1967 p. 445, A.L. 2000 S.B. 896, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2011 H.B. 464)

Prior revisions: 1929 § 5378; 1919 § 11761; 1909 § 1108

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

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

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

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

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

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

Prior revision: 1929 § 5379

CROSS REFERENCE:

Corporation not to make assignment of assets, 361.330

Transfer of certain fiduciary capacities between affiliated banks andtrust companies, procedure, liabilities--objection, procedure.

362.331. 1. As used in this section, the following terms mean:

(1) "Affiliated entity", with respect to any bank or trust company, means any other bank or trust company at least eighty percent of the voting stock of which is owned or otherwise controlled by a corporation which also owns at least eighty percent of the voting stock of or otherwise controls the bank or trust company;

(2) "Bank", any bank organized under the provisions of this chapter which is duly authorized to exercise trust powers, and any national bank which is authorized to exercise such powers under the laws of the United States and which has its principal place of business in Missouri, including a national bank whose operations are limited to providing trust and other fiduciary services and related activities;

(3) "Fiduciary capacity", any capacity resulting from an appointment, designation or undertaking to act alone or jointly with others primarily for the benefit of others in matters connected with such appointment, designation or undertaking and includes, but is not limited to, acting as a trustee, including trustee of a common trust fund; executor; administrator; personal representative; registrar or transfer agent with respect to stocks, bonds or other evidences of indebtedness of any corporation, association, state, municipality, or public authority; guardian; conservator; custodian; assignee; depositary; receiver; agent, including escrow agent or agent for the investment of money; attorney-in-fact; or any other similar capacity. The term "fiduciary capacity" includes all appointments and designations to any such capacity upon the death of a person serving in such capacity or upon the happening of any other future event;

(4) "Trust company", any trust company or bank organized under the laws of this state which is duly authorized to exercise trust powers.

2. Notwithstanding any other provision of law to the contrary, a bank or trust company may transfer by assignment to an affiliated entity any or all of the fiduciary capacities of such bank or trust company, without any order of or other action by any court or any consent or other approval of any interested person, except as provided in subsection 5 of this section, upon the prior approval of the director of finance and provided that such bank or trust company complies with the provisions of this section. The assignment may designate all fiduciary capacities, a general class or classes of fiduciary capacities, or specified individual accounts or other particularly identified fiduciary capacities.

3. The bank or trust company, together with the affiliated entity, shall file an application for approval of the transfer of fiduciary capacities with the director of finance together with such other information as the director of finance may deem necessary. Before the director of finance issues an order approving the transfer of fiduciary capacities, the bank or trust company shall also file proof in a form satisfactory to the director of finance that the bank or trust company has given written notice, including a summary of the provisions of subsection 5 of this section relating to objections to the transfer of the fiduciary accounts, of the proposed transfer by certified mail, at least thirty days prior to the filing of such proof, to all persons, firms, organizations or corporations who are known to it to be living or existing grantors under each affected trust or other fiduciary account or, if there is no such known living or existing grantor, to each living or existing beneficiary thereof known to it to have received any distribution transmitted by the bank or trust company with respect to such fiduciary account in the calendar year of the giving of such notice or the immediately preceding calendar year. If any living or existing grantor or any such beneficiary delivers to the bank or trust company any communication regarding the proposed transfer, the bank or trust company shall furnish the director of finance with a copy of such communication together with any accompanying documents. If the director of finance shall determine that the affiliated entity has the authority to act in such fiduciary capacities and is qualified to do so and that the transfer of such fiduciary capacities to the affected entity will not materially adversely affect the administration of the fiduciary accounts, he shall issue an order approving such transfer of fiduciary capacities.

4. After the director of finance issues an order approving the transfer of fiduciary capacities, the bank or trust company shall publish a notice of the transfer of fiduciary capacities pursuant to this section in a newspaper of general circulation in the county or city in which its main banking house or principal place of business, respectively, is located. Upon the sixtieth day after the date of such publication, the transfer by assignment of fiduciary capacities shall be effective except with respect to any such fiduciary capacities which are then the subject of notice of objection pursuant to subsection 5 of this section.

5. Within sixty days after the publication of notice of the approval by the director of finance of the transfer of fiduciary capacities pursuant to subsection 4 of this section, any person who was entitled to receive a written notice pursuant to subsection 3 of this section may give written notice to the bank or trust company objecting to the transfer of the fiduciary account in which such person has an interest, and the bank or trust company shall petition the circuit court of the county or city in which the notice was published to determine whether the transfer of the fiduciary capacity to the affiliated entity will materially adversely affect the administration of such fiduciary account. After notice to all interested parties and a hearing on the issues, the circuit court may appoint a new fiduciary to succeed the bank or trust company if it finds that the transfer of the fiduciary capacity to the affiliated entity will materially adversely affect the administration of the fiduciary account and that the appointment of a new fiduciary is in the best interests of the beneficiaries of such fiduciary account and, if the court does not so find, it shall direct the bank or trust company to transfer by assignment such fiduciary capacity to the affiliated entity.

6. Each appointment or other designation to a fiduciary capacity of a bank or trust company in a trust, will or other instrument executed after the effective date of any transfer by such bank or trust company pursuant to this section of all fiduciary capacities or a general class of fiduciary capacities in which such appointment or other designation is included shall be deemed an appointment or other designation of the affiliated entity substituted for such bank or trust company, except where the trust, will or other instrument by which such appointment or other designation is made expressly negates the provisions of this section.

7. On the effective date of the transfer of fiduciary capacities pursuant to this section, the transferring bank or trust company shall be released from all transferred fiduciary duties and shall cease to act in all such transferred fiduciary capacities, except that such transferring bank or trust company shall not be relieved of any liabilities arising out of a breach of fiduciary duty occurring prior to such effective date. The transferring bank or trust company shall file an itemized accounting of any assets and liabilities in each transferred fiduciary account with the successor fiduciary upon the effective date of the transfer. The failure by the bank or trust company to give any notice required by subsection 3 hereof with respect to any fiduciary account shall not affect the validity of the transfer of fiduciary capacities pursuant to this section with respect to any other fiduciary account.

(L. 1989 S.B. 22)

CROSS REFERENCE:

Transfer of fiduciary obligations by bank or trust company, procedure, 362.332

Fiduciary obligations and liabilities, bank or trust company maytransfer to another bank or trust company,procedure--definitions.

362.332. 1. As used in this section, the following words and phrases shall mean:

(1) "Bank", any bank subject to the provisions of chapter 362, which is duly authorized to exercise trust powers, and any national bank which is authorized to exercise trust powers under the laws of the United States and which has its principal place of business in Missouri, including a national bank whose operations include providing trust and other fiduciary services and related activities;

(2) "Beneficiary", any person or entity which benefits from, or has a present or future interest in, any money or property administered by a person with a fiduciary obligation;

(3) "Director", the director of the division of finance;

(4) "Fiduciary obligation", any obligation of any bank or trust company to a person or entity resulting from an appointment, designation or undertaking to act alone or jointly with others primarily for the benefit of others in matters connected with such appointment, designation or undertaking, and including, but is not limited to, acting as a trustee of a trust, including a testamentary or nontestamentary trust, or a trustee of a common trust fund; executor; administrator; personal representative; guardian; conservator; custodian; assignee; depositary; receiver; attorney-in-fact; registrar or transfer agent with respect to stocks, bonds or other evidences of indebtedness of any corporation, association, state, municipality, or public authority; agent, including escrow agent or agent for the investment of money; or in any other similar capacity. The term "fiduciary obligation" includes any obligation occurring as a result of an appointment or designation to any foregoing capacity upon the death of a person serving in such capacity or upon the happening of any other future event;

(5) "Transferee", a bank or trust company assuming fiduciary obligations pursuant to this section from a transferor;

(6) "Transferor", a bank or trust company transferring fiduciary obligations pursuant to this section to a transferee;

(7) "Trust company", any trust company or bank organized under the laws of this state which is duly authorized to exercise trust powers.

2. Notwithstanding any other provision of law to the contrary, a bank or trust company may transfer by assignment to another bank or trust company any or all of the fiduciary obligations of such bank or trust company, without any order of or other action by any court or any consent or other approval of any interested person, except as provided in subsection 5 of this section, upon the prior approval of the director and provided that the transferor and transferee comply with the provisions of this section. The assignment may encompass all fiduciary obligations, a general class or classes of fiduciary obligations, or specified individual accounts or other particularly identified fiduciary obligations.

3. The transferor, transferee or any beneficiary on behalf of all beneficiaries jointly shall file an application for approval of the transfer of a fiduciary obligation with the director, and shall provide all relevant information as the director may deem necessary. The transferee shall also file proof with the director that the transferee has given written notice by certified mail of the proposed transfer, including a summary of the provisions of subsection 5 of this section relating to objections to the transfer of the fiduciary obligation, at least thirty days and not more than sixty days prior to the filing of the application, to the transferor, all persons, firms, organizations or corporations who are known to the applicant to be living or existing grantors under each affected trust or other fiduciary obligation, or if there is no such known living or existing grantor, to each living or existing beneficiary thereof known to the transferee. If any living or existing grantor or any such beneficiary delivers to the applicant any communication regarding the proposed transfer, the applicant shall furnish the director with a copy of such communication together with any accompanying documents. If the director determines that the transferee has the authority and is qualified to complete the fiduciary obligation, and that the transfer of the fiduciary obligation will not materially adversely affect the fiduciary obligation, he shall issue an order approving the transfer of the fiduciary obligation. If the director fails to approve or deny the transfer of the fiduciary obligation within thirty days of the date of the filing of the application with the director, the application shall be deemed approved by the director.

4. If the director approves the transfer of a fiduciary obligation, within twenty days of the approval, the transferee shall publish a notice of the transfer of the fiduciary obligation pursuant to this section in a newspaper of general circulation in the county or city where the transferor's main banking house or principal place of business, respectively, is located. The transfer of the fiduciary obligation shall be effective upon the thirtieth day after the date of such publication except with respect to any fiduciary obligation which upon that date is the subject of notice of objection made pursuant to subsection 5 of this section.

5. Within thirty days after the publication of notice of approval by the director of the transfer of a fiduciary obligation pursuant to subsection 4 of this section, any grantor or beneficiary who was entitled to receive a written notice pursuant to subsection 3 of this section may give written notice to the transferee objecting to the transfer of the fiduciary obligation in which such person has an interest. In order to complete the transfer, the transferee may petition the probate division of the circuit court of the county or city not within a county in which the notice was published to determine whether the transfer of the fiduciary capacity will materially adversely affect the administration of the fiduciary account. After notice to all interested parties and a hearing on the issues, the circuit court may deny the relief sought by the petitioning transferee and not transfer the fiduciary obligation to the petitioning transferee, may appoint a new fiduciary to succeed the transferor if the court finds that the appointment of a new fiduciary is in the best interests of the beneficiaries of the fiduciary obligation but that the transfer of the fiduciary obligation to the petitioning transferee will materially adversely affect the administration of the fiduciary account, or shall order the transferor to transfer by assignment the fiduciary obligation to the petitioning transferee.

6. On the effective date of the transfer of a fiduciary obligation pursuant to this section, the transferor shall be released from all transferred fiduciary obligations and all liability relating to such transferred fiduciary obligations, and shall cease to act regarding all such transferred fiduciary obligations, except that such transferor shall not be relieved of any liabilities arising out of a breach of a fiduciary obligation occurring prior to such effective date. The transferor shall file an itemized accounting of all assets and liabilities in each transferred fiduciary account with the transferee upon the effective date of the transfer. Notwithstanding the provision of any law or the provision of any agreement to the contrary, the transferor shall not impose fees relating to the transfer of the fiduciary obligation in excess of the actual cost to the transferor of the transfer of the fiduciary obligation. The failure by a bank or trust company to give any notice required by subsection 3 of this section with respect to any fiduciary account shall not affect the validity of the transfer of a fiduciary obligation pursuant to this section with respect to any other fiduciary obligation or account.

7. Any appointment or other designation of a bank or trust company to a fiduciary obligation in a trust, will or other instrument shall be deemed to be made based only on facts and circumstances in existence on the date and at the time that the appointment or designation is made, and the director or a court, when considering the transfer of a fiduciary obligation, shall consider whether the transferee has the authority to complete the fiduciary obligation and is qualified to do so, the effect of the transfer of the fiduciary obligation including whether the transfer of the fiduciary obligation will materially adversely affect the fiduciary obligation, and whether the transfer of the fiduciary obligation is in the best interests of the beneficiaries of the fiduciary obligation.

(L. 1996 S.B. 494 § 1, A.L. 2008 S.B. 788)

Irrevocable life insurance trusts, banks and trust companies maytransfer fiduciary obligations to bank or company with authorizedtrust authority.

362.333. In addition to the powers authorized in section 362.332, a bank or trust company created under the laws of this or any other state or national bank, with authorized trust authority may transfer by assignment, for consideration or no consideration, some or all of its fiduciary obligations that consist only of irrevocable life insurance trusts to any bank or trust company with authorized trust authority. The transfer of such irrevocable life insurance trusts shall be subject to the provisions of this section and to all regulatory procedures described in subsections 2 to 7 of section 362.332. On the effective date of the transfer of fiduciary obligations under this section, the transferring bank or trust company shall be released from all transferred fiduciary obligations and shall cease to act as a fiduciary, except that such transferring bank or trust company shall not be relieved of any obligations arising out of a breach of fiduciary duty occurring prior to such effective date.

(L. 2009 H.B. 239 merged with S.B. 277, A.L. 2014 S.B. 794)

Officers and employees--limitation on powers--appointment ofpresident not required--chief executive officer not required to bemember of board, when.

362.335. 1. The directors may appoint and remove any cashier, secretary or other officer or employee at pleasure.

2. The cashier, secretary or any other officer or employee shall not endorse, pledge or hypothecate any notes, bonds or other obligations received by the corporation for money loaned, until such power and authority is given the cashier, secretary or other officer or employee by the board of directors, pursuant to a resolution of the board of directors, a written record of which proceedings shall first have been made; and a certified copy of the resolution, signed by the president and cashier or secretary with the corporate seal annexed, shall be conclusive evidence of the grant of this power; and all acts of endorsing, pledging and hypothecating done by the cashier, secretary or other officer or employee of the bank or trust company without the authority from the board of directors shall be null and void. The board of directors may designate a chief executive officer who is not the president, but who shall perform all the duties of the president required by this section.

3. A bank or trust company may appoint such officers as provided for in the articles of agreement, bylaws or as otherwise provided by law, however provided the directors appoint an officer that is also designated as the chief executive officer, the bank or trust company shall not be required to appoint an officer designated as president. When the chief executive officer owns or controls fifty percent or more of the voting stock of the bank or trust company, such chief executive officer shall not be required to be a member of the board of directors, unless the director of the division of finance determines such officer's presence is necessary to prevent unsafe and unsound banking activity.

(RSMo 1939 § 7975, A.L. 1967 p. 445, A.L. 2001 H.B. 738 merged with S.B. 186, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 5380; 1919 § 11762; 1909 § 1112

Fraudulent checks and drafts issued by bank or agent--penalty.

362.336. 1. No bank or trust company shall issue a certificate of deposit, nor certify a check or draft, nor issue a cashier's or treasurer's check, except in exchange for lawful money of the United States or for checks, drafts or bills of exchange which are the actual equivalent of such money.

2. If any president, director, officer, employee or agent of any bank or trust company shall issue a certificate of deposit or certify a check or draft or issue a cashier's or treasurer's check, without receiving the money or its equivalent as herein provided or shall sell a certificate of deposit of the bank at a discount in an amount in excess of the legal rate of interest, he shall be guilty of a felony and upon conviction shall be punished by imprisonment in the penitentiary for not less than two years nor more than five years or by imprisonment in the county jail for not exceeding one year, or by a fine not exceeding one thousand dollars, or by both such fine and imprisonment.

(RSMo 1939 § 4508)

Prior revision: 1929 § 4117

Bank officer concealing loans, misdemeanor--penalty.

362.337. Any officer, director, clerk or other employee of any bank or trust company who intentionally conceals from the director of finance, the directors of such bank, or trust company, or from the committee to whom the directors have delegated authority to pass on loans and discounts, any discount or loan made for and in behalf of said bank or trust company or the purchase or sale of any note, bill of exchange or security, with intent to defraud such bank or trust company, shall be guilty of a misdemeanor and upon conviction shall be punished by imprisonment in the county jail for not exceeding one year, or by a fine of not less than fifty dollars nor more than one thousand dollars or by both such fine and imprisonment.

(RSMo 1939 § 4509)

Prior revision: 1929 § 4118

Employees to give bond.

362.340. 1. The directors of a bank or trust company shall direct and require good and sufficient fidelity bonds on all active officers and employees, whether or not they draw salary or compensation, which bonds shall provide for indemnity to the bank on account of any losses sustained by it as the result of any dishonest, fraudulent or criminal act or omission committed or omitted by them acting independently or in collusion or combination with any person or persons. The bonds may be in individual, schedule or blanket form, and the premiums therefor may be paid by the bank or trust company.

2. The directors may also direct and require suitable insurance protection to the bank against burglary, robbery, theft and other similar insurable hazards to which the bank or trust company may be exposed in the operations of its business on the premises or elsewhere.

3. The directors shall be responsible for approving at least once in each year the amount or penal sum of the bonds or policies and the sureties or underwriters thereon, after giving due and careful consideration to all known elements and factors constituting the risk or hazard. The action shall be recorded in the minutes of the board of directors and thereafter be reported to the director and be subject to his approval.

(RSMo 1939 § 7975, A.L. 1967 p. 445)

Prior revisions: 1929 § 5380; 1919 § 11762; 1909 § 1112

Penalties for receiving deposits when insolvent.

362.345. 1. No president, director, manager, cashier, secretary or other officer or agent of any bank or trust company organized and doing business under the provisions of this chapter shall receive or assent to the reception of deposits, or create or assent to the creation of any debts of the bank or trust company, after he shall have knowledge of the fact that it is insolvent or in failing circumstances.

2. Every person violating the provisions of this section shall be individually responsible for the deposits so received, and all the debts so contracted; provided, any director who may have paid more than his share of the liabilities mentioned in this section may have his proper remedy at law against persons who have not paid their full share of the liabilities; and provided, further, that in case of the insolvency of one or more of these officers, agents or managers, the liabilities shall be paid, for the time being, by those who are solvent, in equal proportions.

(RSMo 1939 § 7976, A.L. 1967 p. 445)

Prior revisions: 1929 § 5381; 1919 § 11763; 1909 § 1113

Officers, how sued--evidence of knowledge.

362.350. In all suits brought for the recovery of the amount of any deposits received, or debts so created, all officers, agents or managers of the bank or trust company charged with so having assented to the reception of the deposits, or the creation of the debt, may be joined as defendants or proceeded against severally, and the fact that the bank or trust company was so insolvent or in failing circumstances at the time of the reception of the deposit charged to have been so received, or the creation of the debt charged to have been so created, shall be prima facie evidence of knowledge and assent to the deposit or creation of the debt on the part of the officer, agent or manager.

(RSMo 1939 § 7977, A.L. 1967 p. 445)

Prior revisions: 1929 § 5382; 1919 § 11764; 1909 § 1114

Administrators of deceased officers liable.

362.355. This chapter shall extend to and may be enforced by and against the executors and administrators of such deceased officers, agents and managers.

(RSMo 1939 § 7978)

Prior revisions: 1929 § 5383; 1919 § 11765; 1909 § 1115

Interpleader in certain actions--funds may remain in bank--costs.

362.360. 1. In all actions against any bank or trust company to recover for moneys on deposit or property left in a safe deposit box therewith, if there be any person or persons, not parties to the action, who claim the same fund, the court in which the action is pending may, on the petition of the bank or trust company, and upon eight days' notice to the plaintiff and the claimants, and without proof as to the merits of the claim, make an order amending the proceeding in the action by making the claimants parties defendant thereto; and the court shall thereupon proceed to determine the rights and interests of the several parties to the action in and to the property. The remedy provided in this section shall be in addition to and not exclusive of remedies now or hereafter existing.

2. The funds on deposit or property which are the subject of the action may remain with the bank or trust company subject to the order of the court until final judgment therein, and, if deposits, be entitled to the same interest as other deposits of the same class, and shall be paid by the bank or trust company in accordance with the final judgment of the court; or in the discretion of the court, the deposit or property in controversy may be paid into or placed with the court to await the final determination of the action, and when the deposit or property is so paid into or placed with the court the bank or trust company shall be struck out as a party to the action, and its liability for the deposit or property shall cease.

3. The costs in all actions against a bank or trust company to recover deposits or property shall be in the discretion of the court, and may be charged upon the fund or property affected by the action.

(RSMo 1939 § 7979, A.L. 1967 p. 445, A.L. 1981 S.B. 28)

Prior revisions: 1929 § 5384; 1919 § 11766

Adverse claim to deposit--not effectual, when--contract presented bythird party, powers of bank or trust company.

362.375. 1. Notice to any bank or trust company doing business in this state of an adverse claim to a deposit standing on its books to the credit of any person shall not be effectual to cause the bank or trust company to recognize the adverse claimant unless the adverse claimant shall also either procure a restraining order, injunction or appropriate process against the bank or trust company from a court of competent jurisdiction in a cause therein instituted by him wherein the person to whose credit the deposit stands is made a party and served with summons, or shall execute to the bank or trust company, in form and with sureties acceptable to it, a bond indemnifying the bank or trust company from any and all liability, loss, damage, cost and expenses for and on account of the payment of the adverse claim or the dishonor of the check or other order of the person to whose credit the deposit stands on the books of the bank or trust company; provided, that this law shall not apply in any instance where the person to whose credit the deposit stands is a fiduciary for the adverse claimant, and the facts constituting the relationship, as also the fact showing reasonable cause of belief on the part of the claimant that the fiduciary is about to misappropriate the deposit, are made to appear by the affidavit of the claimant.

2. Notwithstanding any law to the contrary, a bank or trust company is authorized to honor, dishonor or place conditions on any contract, agency agreement, or other document presented by a third party, including a customer of the bank or trust company, unless and until the bank or trust company agrees in writing to honor such document or documents pursuant to a contract or agreement. This subsection shall not apply to government documents, including any lawful court orders, which shall be honored as otherwise may be provided by law. No provision of this subsection shall change current law on the type, quality and coverage of insurance the creditor may require the debtors to purchase on the debtor's person or collateral.

(RSMo 1939 § 7982, A.L. 1967 p. 445, A.L. 1995 S.B. 178)

Prior revision: 1929 § 5387

Rate of interest.

362.385. No bank or trust company shall pay any interest on any deposits of money, public or private, which are payable on demand, at a rate of interest in excess of the current rate of interest authorized by the laws of the United States of America or by regulations issued under authority of these laws, to be paid on the deposits by member banks of the Federal Reserve System or by banks or trust companies whose deposits are insured by the Federal Deposit Insurance Corporation; and no bank or trust company wherein any deposits of such moneys shall be made shall become obligated or liable on account thereof except for the safekeeping thereof and for the payment of the amount of the deposits with interest thereon, if any, lawfully payable under the provisions of this chapter.

(RSMo 1939 § 7984, A.L. 1967 p. 445)

Assessments by director of finance paid to director of revenue.

362.405. When the director of finance, pursuant to the powers conferred on him by chapter 361, levies any assessment upon any bank or trust company and notifies the bank or trust company of the amount thereof, the amount so assessed shall become a liability of and shall be paid by the bank or trust company to the state director of revenue.

(RSMo 1939 § 7986, A. 1949 H.B. 2085, A.L. 1967 p. 445)

Prior revisions: 1929 § 5390; 1919 § 11769

Preservation of books and records.

362.410. 1. The division of finance shall issue rules for classifying the records kept by all banks and trust companies in the state and specifying the minimum period for which records of each class shall be retained. The period may be permanent or for a term of years. Prior to issuing these rules the division of finance shall consider:

(1) Court and administrative proceeding requirements pertaining to evidence and the production of bank records;

(2) State and federal statutes of limitations and record retention statutes and regulations; and

(3) Other matters which the division considers pertinent so that its recommendations protect bank records for as short a period as possible and ensure the safety and soundness of the bank.

2. A state chartered bank may have records in its custody reproduced as provided in section 362.413.

3. No bank or trust company shall be liable for disposing of any record provided that such bank or trust company complies with the rules issued by the division of finance pursuant to this section.

(RSMo 1939 § 7987, A.L. 1967 p. 445, A.L. 1988 S.B. 773)

Prior revisions: 1929 § 5391; 1919 § 11770

Reproduction of records--admissible in evidence--affidavit in lieu ofappearance.

362.413. 1. Anything in the law to the contrary notwithstanding, every bank and every trust company organized under the laws of this state and every national banking association and every other bank incorporated under the laws of the United States having its place of business in this state may cause any and all records, memorandum, writings, entries, prints, representations or combinations thereof, of any act, transaction, occurrence, or event kept or recorded by such corporation to be recorded, copied, or reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic, optical disk imaging, or other comparable or different process which accurately reproduces or forms a durable medium for so reproducing the original, and may thereafter cause the originals to be destroyed. Such reproductions shall be deemed to be an original record for all purposes and shall be admissible in evidence in all courts and administrative agencies whether the original is in existence or not. Any enlargement or facsimile of such reproduction, when certified by the president, any vice president, the cashier or secretary, and authenticated by the seal of such corporation, shall be received as prima facie evidence with like effect as such reproduction. The introduction of a reproduced record, or of an enlargement or facsimile of a reproduced record shall be a sufficient substitute for the original.

2. Any records or copies of records that would be admissible under section 490.250, and sections 490.660 to 490.690, shall be admissible as a business record, subject to other substantive or procedural objections, in any court in this state upon the affidavit of the person who would otherwise provide the prerequisites of section 490.250 and sections 490.660 to 490.690 that the records attached to the affidavit were kept as required by section 490.680.

3. No party shall be permitted to offer such business records into evidence pursuant to this section unless all other parties to the action have been served with copies of such records and such affidavit at least seven days prior to the day upon which trial of the cause commences.

4. The affidavit permitted by this section may be in form and content substantially as follows: THE STATE OF ......................... COUNTY OF ..............................

AFFIDAVIT

Before me, the undersigned authority, personally appeared ........................., who, being by me duly sworn, deposed as follows:

My name is ......................................., I am of sound mind, capable of making this affidavit, and personally acquainted with the facts herein stated:

I am the custodian of the records of ............. . Attached hereto are ............. pages of records from ........................ . These .......... pages of records are kept by ............................ in the regular course of business, and it was the regular course of business of ................... for an employee or representative of ........................ with knowledge of the act, event, condition, opinion, or diagnosis recorded to make the record or to transmit information thereof to be included in such record; and the record was made at or near the time of the act, event, condition, opinion or diagnosis. The records attached hereto are the original, exact duplicates of the original, or, accurate reproductions of the original records as permitted by subsection 1 of section 362.413, RSMo. ..............................................

Affiant In witness whereof I have hereunto subscribed my name and affixed my official seal this ................ day of ................, ..... .

.................................. ..................................

(Signed) (Seal)

5. Upon compliance with this section, the affiant shall not be required to appear in person before a court to certify and authenticate such documents.

(L. 1963 p. 455 § 1, A.L. 1971 S.B. 163, A.L. 1995 S.B. 178, A.L. 1998 S.B. 792)

Prohibitions against encroachments upon certain powers of banks.

362.415. 1. No person unauthorized by law shall subscribe to or become a member of, or be in any way interested in any association, institution or company formed or to be formed for the purpose of issuing notes or other evidences of debt to be loaned or put in circulation as money; nor shall any such person subscribe to or become in any way interested in any bank or fund created or to be created for the like purposes or either of them.

2. No corporation, domestic or foreign, other than a national bank or a federal reserve bank, unless expressly authorized by the laws of this state, shall employ any part of its property, or be in any way interested in any fund which shall be employed for the purpose of receiving deposits, making discounts, or issuing notes or other evidences of debt to be loaned or put into circulation as money.

3. All notes and other securities for the payment of any money or the delivery of any property made or given to any such association, institution or company, or made or given to secure the payment of any money loaned or discounted by any corporation or its officers contrary to the provisions of this section shall be void.

4. No person, association of persons or corporation, unless expressly authorized by law, shall keep any office for the purpose of issuing any evidences of debt, to be loaned or put in circulation as money; nor shall they issue any bills or promissory notes or other evidences of debt for the purpose of loaning them or putting them in circulation as money, unless thereto specially authorized by law.

5. Every person, and every corporation, director, agent, officer or member thereof, who shall violate any provision of this section, directly or indirectly, or assent to such violation, shall forfeit one thousand dollars to the state.

(RSMo 1939 § 7990)

Prior revisions: 1929 § 5394; 1919 § 11773

Prohibition of banking business.

362.420. No corporation, domestic or foreign, other than a corporation formed under or subject to the banking laws of this state or of the United States, except as permitted by such laws, shall by any implication or construction be deemed to possess the power of carrying on the business of discounting bills, notes or other evidences of debt, of receiving deposits, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt for circulation as money, or of engaging in any other form of banking.

(RSMo 1939 § 7890, A. 1949 H.B. 2085)

Prior revisions: 1929 § 5296; 1919 § 11684

Advertising as bankers, prohibited, when--penalty.

362.421. Any person, association of persons, company or corporation not engaged in the business of banking under the laws of the United States or of the state of Missouri, using the words "bank", "banker", "bankers" or "banking" to designate his or their business or a painted or printed sign at his or their place of business or in a newspaper or any other kind of advertisement or in a letterhead or on an envelope used by him or them, shall be deemed guilty of a misdemeanor and upon conviction fined not less than one hundred dollars.

(RSMo 1939 § 4515)

Prior revisions: 1929 § 4124; 1919 § 3370; 1909 § 4587

Disclosure of nonpublic personal information by financialinstitutions prohibited, rules, notice.

362.422. 1. No person shall disclose any nonpublic personal information to a nonaffiliated third party contrary to the provisions of Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999 (15 U.S.C. 6801 to 6809). A state agency with the primary regulatory authority over an activity engaged in by a financial institution which is subject to Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999 may adopt rules and regulations to carry out this section with respect to such activity. Such rules and regulations adopted pursuant to this section shall be consistent with and not be more restrictive than standards contained in Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999.

2. Unless prohibited by federal law or regulation, any financial institution required to provide a disclosure of the institution's privacy policy pursuant to Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999 shall provide an initial notice regarding such privacy policy:

(1) At the time the customer relationship is established for consumers who become new customers of the financial institution on or after July 1, 2001; and

(2) Before June 30, 2002, for consumers who are existing customers of the financial institution.

A financial institution shall not disclose any nonpublic personal information to a nonaffiliated third party contrary to the provisions of Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999 before the financial institution has made the disclosure required in this section.

(L. 2001 H.B. 801 § 1 merged with S.B. 382 § 1)

Effective 7-01-01

Foreign banks or foreign or federally chartered loan associations mayacquire and enforce indebtedness secured by property in this state.

362.423. Any foreign banking corporation or foreign or federally chartered savings and loan association, including, but not by way of limitation, trust companies, mutual savings banks and national banking associations, may, without complying with sections 362.430, 362.435 and 362.440 relating to transaction of business in this state by a foreign banking corporation or with section 369.580, relating to transaction of business in this state by a foreign savings and loan association, or without becoming licensed to do business in this state under any other statute of this state, acquire indebtedness in this state secured, with or without other security, by mortgage or deed of trust on real estate situated in this state, and hold, collect and enforce the same within this state. Any such foreign banking corporation or foreign or federally chartered savings and loan association may take, acquire, hold, collect and enforce all notes and security instruments evidencing or securing such loans or indebtedness, and its activity in this state in purchasing, holding, servicing, collecting or enforcing such loans or indebtedness shall not constitute the doing of business by it in this state within the meaning of any law of this state. If tender of payment of all or any portion of such indebtedness is made in accordance with the terms of the note and security instruments evidencing such indebtedness to any institution or other agent in Missouri designated by such foreign banking corporation or foreign or federally chartered savings and loan association to represent it in collecting such indebtedness, interest upon the amount so tendered shall not accrue after the date of the tender. Nothing in this section contained shall be construed as authorizing any such corporation or association to transact the general business of a bank or trust company or savings and loan association in this state without compliance with all applicable laws, or authorize any such corporation to hold real estate taken in payment of a debt by foreclosure or otherwise longer than the period provided by law for domestic corporations.

(L. 1953 p. 263 § 1, A.L. 1965 p. 562)

Use of sign or words indicating bank by unauthorized personsprohibited.

362.425. 1. No person, except a national bank, a federal reserve bank, or a corporation duly authorized by the director to transact a banking business in this state, shall make use of any office sign at the place where the business is transacted having thereon any artificial or corporate name, or other words indicating that the place or office is the place or office of a bank; nor shall the person or persons make use of or circulate any letterheads, billheads, blank forms, notes, receipts, certificates, circulars, or any written or printed or partly written and partly printed paper whatever, having thereon any artificial or corporate name, or other word or words, indicating that the business is the business of a bank.

2. No person, association, firm or corporation, other than a corporation authorized by the laws of this state to do the business of a trust company and subject to the supervision of the director as provided by law, shall make use of the words "trust company" as part of any artificial or corporate name or title, nor make use of any sign at the place where his or its business is transacted, having thereon these words or any other words or word indicating that the place or office is the place or office of a trust company, nor make use of or circulate any written or printed, or partly printed, matter whatever having thereon these words or any other word or other words indicating that the business conducted is that of a trust company, nor transact business in such way or manner as to lead the public to believe or as in the opinion of the director might lead the public to believe that his or its business is that of a trust company, excepting banks who may be lawfully exercising trust company powers.

3. Every person violating the provisions of this section, either as an individual or an interested party in any association, firm or corporation, shall be punished by a fine of not less than one hundred dollars nor more than one thousand dollars and a further fine of fifty dollars per day for each day after written notice of the violation.

4. The director shall have authority to examine the accounts, books and papers of any person, association, firm or corporation who he has reason to suspect is violating the provisions of this section and to summon and examine under oath, which he is empowered to administer, any person who he may have reason to believe has violated or is a participant in any violation of the provisions of this section.

(RSMo 1939 § 7991, A.L. 1967 p. 445)

Prior revisions: 1929 § 5395; 1919 § 11774

Conditions to be complied with by foreign banking corporationsapplying for license.

362.430. 1. Every foreign banking corporation before being licensed by the finance director to transact in this state the business of buying, selling, paying or collecting bills of exchange, or of issuing letters of credit or of receiving money for transmission or transmitting the same by draft, check, cable or otherwise, or of making sterling or other loans, or any part of such business, or before maintaining in this state any agency for carrying on such business or any part thereof, shall subscribe and acknowledge and submit to the finance director at his office a separate application certificate in duplicate for each agency which such foreign corporation proposes to establish in this state, which shall specifically state:

(1) The name of such foreign banking corporation;

(2) The place where its business is to be transacted in this state, and the name of the agent or agents through whom such business is to be transacted;

(3) The amount of its capital actually paid in cash and the amount subscribed for and unpaid;

(4) The actual value of the assets of such corporation which must be at least two hundred and fifty thousand dollars in excess of its liabilities and a complete and detailed statement of its financial condition as of a date within sixty days prior to the date of such application.

2. At the time such application certificate is submitted to the director, such corporation shall also submit a duly exemplified copy of its charter and a verified copy of its bylaws, or the equivalent thereof.

(RSMo 1939 § 7992)

Prior revisions: 1929 § 5396; 1919 § 11775

Foreign banking corporation may transact business in this state,when.

362.435. 1. No foreign banking corporation, other than a bank organized under the laws of the United States, shall transact in this state the business of buying, selling or collecting bills of exchange, or of issuing letters of credit or of receiving money for transmission or transmitting the same by draft, check, cable or otherwise, or of making sterling or other loans or transacting any part of such business, or maintaining in this state any agency for carrying on such business, or any part thereof, unless such corporation shall have:

(1) Been authorized by its charter to carry on such business and shall have complied with the laws of the state or country under which it is incorporated;

(2) Furnish to the director such proof as to the nature and character of its business and as to its financial condition as he may require;

(3) Designated the director by a duly executed instrument in writing its true and lawful attorney, upon whom all process in any action or proceeding by any resident of the state against it may be served with the same effect as if it were a domestic corporation and had been lawfully served with process within the state;

(4) Paid to the state director of revenue a license fee of two hundred and fifty dollars;

(5) Received a license duly issued to it by the director as provided in section 362.440.

2. This section shall not be construed to prohibit foreign banking corporations which do not maintain an office in this state for the transaction of business from making loans in this state secured by mortgages on real property, nor from accepting assignments of mortgages covering real property situated in this state, nor from making loans through correspondents which are engaged in the business of a bank or trust company in this state under the laws of the state.

(RSMo 1939 § 7993, A. 1949 H.B. 2085)

Prior revisions: 1929 § 5397; 1919 § 11776

Licenses to foreign corporations--renewal.

362.440. 1. Upon receipt by the director from any foreign corporation of an application in proper form for leave to do business in this state under the provisions of this chapter, he or she shall, by such investigation as he or she may deem necessary, satisfy himself or herself whether the applicant may safely be permitted to do business in this state.

2. If from such investigation he or she shall be satisfied that it is safe and expedient to grant such application and it shall have been shown to his or her satisfaction that such applicant may be authorized to engage in business in this state pursuant to the provisions of this chapter and has complied with all the requirements of this chapter, he or she shall issue a license under his or her hand and official seal authorizing such applicant to carry on such business at the place designated in the license and, if such license is for a limited time, specifying the date upon which it shall expire.

3. Such license shall be executed in triplicate and the director shall transmit one copy to the applicant, file another in his or her own office and file the third in the public records of the division of finance.

4. Whenever any such license is issued for one year or less, the director may, at the expiration thereof, renew such license for one year.

(RSMo 1939 § 7891, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5297; 1919 § 11685

Process defined--director of finance to accept service of process,when--fee.

362.445. 1. The term "process", when used in this section, shall include any writ, summons, petition, or order whereby any suit, action, or proceeding shall be commenced.

2. Any state or federally chartered bank, trust company, or thrift institution may be served with process according to the Missouri Rules of Civil Procedure describing service of process for corporations.

3. Any state or federally chartered bank, trust company, or thrift institution may appoint a Missouri service agent and register the appointment with the director of finance who will maintain a record of all such appointments for public reference.

4. Whenever pursuant to express provisions of this chapter, the director shall have been duly appointed attorney to receive service of process for any foreign corporation or out-of-state bank or trust company, he or she shall forthwith forward by mail, postage prepaid, a copy of every process served upon him or her directed to the president or secretary of such corporation, at its last known post office address.

5. For each copy of process the director of revenue shall collect the sum of ten dollars, which shall be paid by the plaintiff or moving party at the time of such service, to be recovered by the plaintiff as part of the plaintiff's taxable disbursement if he or she succeeds in his or her suit or proceeding.

(RSMo 1939 § 7892, A. 1949 H.B. 2085, A.L. 2006 S.B. 892)

Prior revisions: 1929 § 5298; 1919 § 11686

Revocation of authorization certificate or license in certain cases.

362.450. 1. If at any time the director shall be satisfied that any foreign corporation to which has been issued an authorization certificate or license is violating any of the provisions of this chapter, or is conducting its business in an unauthorized or unsafe manner, or is in an unsound or unsafe condition to transact its business, or cannot with safety and expediency continue business, the director may over his or her official signature and seal of office notify the holder of such authorization certificate or license that the same is revoked.

2. Such notice shall be executed in triplicate and the director shall forthwith transmit one copy to the holder of such authorization certificate or license, file another in his or her own office and file the third in the public records of the division of finance.

3. The director may, in his or her discretion, publish a copy of such notice, with such other facts as he or she may deem proper, for six successive days, in a paper published at the City of Jefferson.

(RSMo 1939 § 7893, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5299; 1919 § 11687

Rights and privileges of foreign banking corporation underlicense--effect of revocation.

362.455. 1. When the director shall have issued a license to any such banking corporation, it may engage in the business specified in section 362.435 at the location specified in such license for a period of one year from the date of such license; and such license may, in the discretion of the director, be reissued from year to year upon the payment by such foreign banking corporation of the sum of two hundred and fifty dollars upon each date that such license is reissued.

2. No such license shall be transferable or assignable and shall be at all times conspicuously displayed in the place of business specified therein.

3. In the event that such license shall have been revoked by the director, as provided in section 362.450, it shall be surrendered to the director within twenty-four hours after such corporation has received written notice of such revocation.

4. Whenever the director shall have revoked any such license and shall have taken the action to make such revocation effective specified in section 362.450, all the rights and privileges of such foreign corporation to transact business in this state shall forthwith cease and determine.

(RSMo 1939 § 7994)

Prior revisions: 1929 § 5398; 1919 § 11777

Reports of foreign banking corporations--penalties.

362.460. 1. Every foreign banking corporation licensed by the finance director to engage in business in this state shall, at such time and in such form as the director shall prescribe, make written report to the director under the oath of one of its officers, managers or agents transacting business in this state, showing the amount of its assets and liabilities and containing such other matters as the director shall prescribe.

2. If any such corporation shall fail to make any such report as directed by the director it shall be subject to the penalties prescribed by section 362.295, and any false statement contained in any such report or in any other sworn statement made to the director by such corporation in pursuance of the provisions of this chapter shall constitute perjury.

3. Nothing contained in this section shall be deemed to modify the prohibition of section 362.415.

(RSMo 1939 § 7995)

Prior revisions: 1929 § 5399; 1919 § 11778

Relocation of main banking house in another state.

362.462. A bank or trust company subject to the provisions of chapter 362 may, with the approval of the director of the division of finance, relocate its main banking house up to thirty miles to a location in another state. No such relocation shall occur until such bank has obtained a charter or certificate of incorporation from such other state. Following the relocation, the institution may maintain its Missouri locations and, if such are maintained, the bank may establish additional Missouri locations under the provisions of section 362.107, to the same extent as if the bank was a Missouri bank, provided the state to which the Missouri bank relocates, permits banks chartered under such state authority's powers substantially similar to the authority provided in sections 362.462 to 362.464. Such power may be provided by statute, regulation or such state bank regulator's order. Sections 362.462 to 362.464 authorize parity between state and national banks as provided in 12 U.S.C. 30, notwithstanding any other law to the contrary.

(L. 1995 H.B. 63, et al. § 7)

Effective 6-13-95

Out-of-state bank may relocate to this state.

362.463. An out-of-state bank may, with the approval of the director of the division of finance, relocate its main banking house up to thirty miles to a location in Missouri. The director shall grant a certificate of incorporation to any out-of-state bank which has relocated its main office to Missouri pursuant to the provisions of this section.

(L. 1995 H.B. 63, et al. § 8)

Effective 6-13-95

Requirements for foreign bank to relocate in Missouri--application,contents--approval, effect--certificate, filing required--relocationof domestic bank, conversion of charter.

362.464. 1. No out-of-state bank shall be permitted to relocate its main banking house to Missouri, except in accordance with sections 362.462 to 362.464.

2. The board of directors of the out-of-state bank shall file an application with the director of the division of finance, on a form to be prescribed by the director, seeking approval of its relocation to this state. The application shall contain a certification that the relocation has been approved by at least a majority of the shareholders of the out-of-state bank.

3. The application shall contain articles of agreement executed as provided for other individuals seeking to incorporate a bank or trust company pursuant to this chapter, except that the articles of agreement:

(1) May provide that instead of the capital stock having actually been paid up in money the capital stock is to be paid up in assets of the out-of-state bank, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company;

(2) Shall provide that the proposed resulting bank or trust company is, and shall be considered, the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting out-of-state bank although as to rights, powers and duties, the proposed resulting institution is a bank or trust company incorporated under the laws of the state of Missouri; and

(3) Shall set out the names and addresses of all persons who are to be officers of the proposed bank or trust company.

4. If the director of the division of finance, as the result of an examination and investigation made by the director, the director's deputies, or the director's examiners, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed bank or trust company will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to banks or trust companies, as the case may be, the director shall grant the charter and approve the relocation. If the director takes exception as to either or both matters, the director shall give notice of such exception to the majority of the board of directors of the converting out-of-state bank who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new bank or trust company.

5. Upon the approval of the relocation and conversion, the director of the division of finance shall execute and deliver to the bank or trust company the director's certificate stating that the bank or trust company named in the certificate has been duly organized and is the institution resulting from the conversion of the out-of-state bank into the resulting bank or trust company, and that the resulting bank or trust company is, and shall be considered, the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting out-of-state bank. A certified copy of the certificate shall be filed in the public records of the division of finance and the certificate so filed or certified by copies of the certificate shall be taken in all the courts of this state as evidence of the conversion of the out-of-state bank into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting out-of-state bank.

6. When the director of the division of finance has given the director's certificate as provided in subsection 5 of this section:

(1) The resulting bank or trust company and all its stockholders, directors, officers and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as in the case of such institution originally organizing as a bank or trust company under the laws of this state;

(2) All the rights, franchises and interests of the converting out-of-state bank in and to every category of property, including real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to, and vested in, the resulting bank or trust company without any deed or other transfer; and

(3) The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not by way of limitation, appointments, designations and nominations and all other rights and interest, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting out-of-state bank at the time of its conversion into the resulting bank or trust company.

7. A bank or trust company organized under the laws of this state may, with the approval of the director of the division of finance, relocate its main banking house up to thirty miles away to a location in another state and convert its charter to a charter issued by such other state. When it has done so, and to the extent provided by the laws of such state, the resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise, shall hold and enjoy the same and all rights of property and interests including, but not by way of limitation, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interest were held or enjoyed by the converting bank or trust company at the time of its conversion into the out-of-state bank or trust company.

(L. 1995 H.B. 63, et al. § 9, A.L. 2000 S.B. 896)

Deposits of minors.

362.465. When any deposit is made by or in the name of any minor, it shall be held for the exclusive right and benefit of the minor, and free from the control or lien of all other persons, except creditors, and shall be paid, together with any interest thereon, to or upon the order of the person in whose name the deposit is made, and the check, receipt or acquittance of the minor shall be a valid and sufficient release and discharge for the deposit or any part thereof to the bank or trust company.

(RSMo 1939 § 7996, A.L. 1967 p. 445)

Prior revisions: 1929 § 5400; 1919 § 11779

Applicability of law--rights, powers, protections.

362.466. Any bank or trust company holding deposit accounts pursuant to this chapter shall have the same rights, powers and protections provided a bank or trust company under subsection 6 of section 362.471 as it relates to any account; nor shall any law impose a duty to the contrary on such bank or trust company.

(L. 1997 H.B. 257)

Joint deposits.

362.470. 1. When a deposit is made by any person in the name of the depositor and any one or more other persons, whether minor or adult, as joint tenants or in form to be paid to any one or more of them, or the survivor or survivors of them and whether or not the names are stated in the conjunctive or the disjunctive or otherwise, the deposit thereupon and any additions thereto made by any of these persons, upon the making thereof, shall become the property of these persons as joint tenants, and the same, together with all interest thereon, shall be held for the exclusive use of the persons so named, and may be paid to any one of such persons during his lifetime, or to any one of the survivors of them after the death of any one or more of them. The making of a deposit in such form, and the making of additions thereto, in the absence of fraud or undue influence, shall be conclusive evidence in any action or proceeding to which either the bank or trust company or any survivor is a party of the intention of all the parties to the account to vest title to the account and the additions thereto and all interest thereon in the survivor. By written instructions of all joint tenants given to the bank or trust company they may require the signatures of more than one of such persons during their lifetimes or of more than one of the survivors after the death of any one of them on any order for payment, withdrawal, check endorsement or receipt, in which case the bank shall honor orders to pay or withdrawals and make payments of interest only in accordance with such instructions, but no such instructions shall limit the right of the sole survivor or of all of the survivors to all or any part of any such deposit or interest thereon. The payment and the receipt or acquittance of the one to whom the payment is made as provided in this section shall be a valid and sufficient release and discharge to the bank or trust company, whether any one or more of the persons named is dead or alive, for all payments made on account of such deposit prior to the receipt by the bank or trust company of notice in writing signed by any one of the joint tenants not to pay the deposit in accordance with the terms thereof. After receipt of such notice a bank or trust company may refuse without liability to honor any check or other order to pay, withdrawal, receipt, or to pay out any interest thereon pending determination of the rights of the parties. No bank or trust company paying any survivor in accordance with the provisions of this section shall thereby be liable for any estate, inheritance or succession taxes which may be due this state. As to any minor who is a joint tenant as provided in this section, all of the provisions of section 362.465 shall apply.

2. If more than two persons are named as such depositors and one of them dies, the deposit becomes the property of the survivors as joint tenants.

3. The pledge or assignment to the bank or trust company of all or part of a joint tenancy deposit or the interest thereon, signed by any joint tenant or tenants, whether minor or adult, upon whose signature or signatures withdrawals may be made from the account shall be a valid pledge or transfer to the bank or trust company of that part of the deposit pledged or assigned, and shall not operate to sever or terminate the joint tenancy of or any part of the account, subject to the effect of the pledge or assignment.

4. The adjudication of incompetency of any one or more joint tenants shall not operate to sever or terminate the joint tenancy of any part of the deposit and the deposit may be withdrawn, paid out or pledged by any one or more of the joint tenants in the same manner as though the adjudication of incompetency had not been made except that any payment, withdrawal or pledge on behalf of the incompetent joint tenant shall be by his guardian.

5. Any deposit made in the name of two persons or the survivor thereof who are husband and wife shall be considered a tenancy by the entirety unless otherwise specified.

(RSMo 1939 § 7996, A.L. 1967 p. 445, A.L. 1977 S.B. 420)

Prior revisions: 1929 § 5400; 1919 § 11779

Pay-on-death accounts--form--effect--payments from.

362.471. 1. A bank or trust company may contract for an account, including a certificate of deposit, in the following form: "John Doe, pay on death to Henry Doe". Such account shall, during the lifetime of the person or persons first named in the account, be the property of and under the sole control of the person or persons first named; and the first named person or persons shall be entitled to cancel, change, give away, or otherwise deal with the account as if no other person was named in the account.

2. At the death of all of the first named persons, the account shall become the property of the person or persons named as the "pay-on-death" person or persons. The bank or trust company is authorized to require proof of death and surrender of the evidence of account prior to withdrawal after the death of all of the first named persons.

3. If there is more than one first named person who is a holder of the account, the first named persons shall be joint tenants with right of survivorship. If there is more than one pay-on-death person, the account shall be paid in equal shares to pay-on-death persons living at the time all first named persons have died. The joint tenancy referred to in this section shall be governed by section 362.470.

4. The bank or trust company may make such contractual terms as the parties may agree to with respect to an account contracted for under this section.

5. The form of account authorized by this section shall be valid and shall supersede and override the requirements of chapter 474 as to disposition of the property of decedents and the requirements as to testamentary dispositions by will.

6. Any payment made by a bank or trust company on an account as described in this section shall be entitled to full credit upon such payment without necessity of determining whether any other person shall have an interest in the account, unless the bank or trust company shall have been served with process by a court of competent jurisdiction restricting payment on the account in accordance with the terms of such process.

(L. 1984 H.B. 1033, A.L. 1997 H.B. 257)

Deposits of deceased trustee shall be paid to beneficiary.

362.475. When any deposit is made by any person describing himself in making the deposit as trustee for another, and no other or further notice of the existence and terms of a legal and valid trust than this description shall have been given in writing to the bank or trust company, in the event of the death of the person so described as trustee, the deposit or any part thereof, together with the dividends or interest thereon, may be paid to the person for whom the deposit was thus stated to have been made.

(RSMo 1939 § 7996, A.L. 1967 p. 445)

Prior revisions: 1929 § 5400; 1919 § 11779

Deposits of trustee, how paid out.

362.480. Whenever any deposit shall be made in any bank, banking institution or trust company by any person as trustee, or by any person in trust for another, and no other or further notice of the existence and terms of such trust shall have been given in writing to the bank, banking institution or trust company, the same may be paid upon the check or order of said trustee, bearing his signature and containing the same words in which said deposit was made.

(RSMo 1939 § 3536)

Prior revisions: 1929 § 3146; 1919 § 13428; 1909 § 11929

CROSS REFERENCE:

Rules as to dealing with fiduciary depositors, 469.290 to 469.320

Safe deposit corporation may be granted a certificate ofincorporation by director, when--purposes of corporation.

362.483. 1. The director of finance may grant a certificate of incorporation for a safe deposit corporation, all of the stock of which will be held by a bank or trust company, in the manner provided for the incorporation of banks and trust companies in sections 362.020 to 362.035.

2. Any such safe deposit corporation shall be incorporated only for the purpose of taking and receiving as bailee for safekeeping and storage only, jewelry, plate, money, specie, bullion, stocks, bonds, securities and valuable papers of any kind, and other valuables, upon such terms and for such compensation as may be agreed upon; and letting out vaults, safes and other receptacles for the uses, purposes and benefits of such corporation.

(L. 1977 S.B. 420)

Special remedies available to banks doing a safe deposit business.

362.485. Every bank and trust company doing a safe deposit business and every safe deposit company owned by a bank or trust company shall be entitled to the following special remedies in enforcing the liabilities and rights of depositories or lessors and of renters or lessees of boxes:

(1) Whenever such company doing a safe deposit business receives personal property upon deposit, as bailee, and issues a receipt therefor, it is a warehouseman as to this property and all existing statutes and laws affecting warehousemen shall apply to these deposits, and the corporation shall have a lien on the deposit or the proceeds thereof to the same extent and with the same effect, and enforceable in the same manner, as provided by law with reference to warehousemen.

(2) (a) The lessor shall have a lien upon the contents of any safe deposit box for the rental thereon. If the lessee shall not pay the rent within thirty days after the same is due, then the lessor, after giving not less than sixty days' written notice to the lessee, personally or by registered or certified mail delivered to the latest address shown upon the safe deposit records of the lessor, of its intention to sell the contents of the box for the payment of rent and expenses may open the box forcibly and remove the contents in the presence of two of its employees, one of whom shall be an officer thereof. The lessor then shall retain such contents for at least ninety days thereafter and the lessor then may sell any part or all of such contents at public sale by giving notice thereof in like manner as notice is required as provided in chapter 493 for two successive weeks in a newspaper qualified to publish such notice, and retain from the proceeds of sale the rental due it, the costs of opening and repairing the box, and the costs of sale. Any remaining balance shall be disposed of in accordance with the provisions of sections 447.500 to 447.595.

(b) If the lessee shall fail to surrender possession of any box within thirty days from the date of the termination of the lease, then the lessor, after giving not less than sixty days' written notice to the lessee, personally or by registered or certified mail delivered to the latest address shown upon the safe deposit records of the lessor, of its intention to enter the box, remove the contents and sell the same, may open the box forcibly and remove its contents in the presence of two of its employees, one of whom shall be an officer thereof. The lessor then shall retain such contents for at least ninety days thereafter and the lessor then may sell any part or all of such contents at public sale by giving notice thereof in like manner as notice is required in paragraph (a) of subdivision (2) of this section, and retain from the proceeds of sale the costs of opening and repairing such box, the costs of sale and any other amounts due to lessor. Any article, item, or document without apparent market value may be destroyed after two years from the date of giving or mailing the required notice. Any remaining balance shall be disposed of in accordance with the provisions of sections 447.500 to 447.595.

(RSMo 1939 § 7997, A.L. 1967 p. 445, A.L. 1969 S.B. 279, A.L. 1981 S.B. 28, A.L. 1984 H.B. 1088, A.L. 1994 S.B. 757)

Prior revisions: 1929 § 5401; 1919 § 11780

Effective 7-1-94

Joint renters of safe deposit boxes authorized--surviving jointrenter opens box, lessor's option not required to be present.

362.487. 1. Any bank or trust company doing a safe deposit business and any safe deposit company owned by a bank or trust company may enter into a lease under which a safe deposit box is rented in the names of two or more persons, whether residents or nonresidents of this state, as joint renters. If the lease provides that one or more of such persons, or the survivor thereof, has access and entry to the box and the right to remove the contents whether the other renter or renters are living, mentally incapacitated or dead, the bank, trust company, or safe deposit company so renting the box, or upon the premises of which the box is located, shall not be liable for the removal of any of the contents of the box by the survivors thereof. No presumption of ownership of the contents of any such box shall be deemed to be created by the rental contract.

2. Notwithstanding any other provision of law to the contrary, there is no presumption that the lessor has custody of a will when the will is held in a jointly rented safe deposit box. At the lessor's option, the lessor's officers and employees are not required to be present when the jointly rented safe deposit box is accessed by the surviving joint renter.

(L. 1975 S.B. 141 § 1, A.L. 1977 S.B. 420, A.L. 1981 S.B. 28, A.L. 1983 S.B. 44 & 45, A.L. 1994 H.B. 1312)

Death of lessee, duties of lessor--additional duties by contract.

362.488. 1. In the event the sole lessee or all lessees as joint renters named in the lease agreement covering a safe deposit box rental shall die, the lessor by contract may accept the following additional duties: The safe deposit box may be opened at any time thereafter, in the presence of persons claiming to be interested in the contents thereof, by two employees of the lessor, one of whom shall be an officer of the lessor; and such employees may remove all instruments of a testamentary nature and deposit the same with the probate division of the circuit court, taking its receipt therefor, and such employees in their discretion may deliver life insurance policies therein contained to the beneficiaries named in such policies, and any deed to a cemetery lot and any burial instructions found therein to the appropriate parties; and such lease shall state that the lessor retains the right to open the safe deposit box on the death of any lessee, including joint renters. When a safe deposit box is opened as authorized in this subsection, the contents not specifically authorized for removal shall remain in the box leased to joint renters. The remaining contents of all other safe deposit boxes so opened shall be kept and retained by the bank, trust company, or safe deposit company and shall be delivered only to the parties legally entitled to the same. In the event no person claims to be interested in the contents of a box within sixty days after the death of the lessee, the lessor may open the box by forcible entry and remove the contents and dispose of the same in accordance with the procedures specified in section 362.485.

2. Upon the death of any lessee of a safe deposit box and upon request of the probate division of the circuit court, the lessor shall reply to such request and inform such official if the designated person was the lessee of a safe deposit box at the time of death.

(L. 1981 S.B. 28, A.L. 1984 H.B. 1088)

Banks exempt from furnishing security for insured deposits.

362.490. Notwithstanding any provision of law of this state or of any political subdivision thereof requiring security for deposits in the form of collateral, surety bond or in any other form, security for such deposits shall not be required to the extent said deposits are insured under the provisions of an act of congress creating and establishing the Federal Deposit Insurance Corporation or similar agency created and established by the Congress of the United States.

(RSMo 1939 § 8000)

When payment and withdrawals may be suspended.

362.495. Whenever unusual withdrawals from any bank or trust company doing a banking business in this state, organized under the laws of this state are being made, or whenever in the judgment of the president and cashier or president and secretary of such bank or trust company and/or the board of directors thereof, unusual withdrawals are about to be made, such officers and/or directors are hereby authorized to suspend payment of checks of depositors and any and all other withdrawals of assets of such bank or trust company for a period of six banking days. The board of directors may designate a chief executive officer who is not the president, but who shall perform all the duties of the president required by this section.

(RSMo 1939 § 8003, A.L. 2001 H.B. 738 merged with S.B. 186)

Shall notify finance director of suspension--duties of commissioner.

362.500. 1. Upon the suspension of the payment of checks and withdrawal of assets as authorized by section 362.495, it shall be the duty of the president, cashier, or the chairman of the board of directors of the bank, or trust company doing a banking business, so suspending payment to notify the state finance director immediately.

2. Upon the receipt of the notice required by law, it shall be the duty of the state finance director to take charge of said bank, or trust company doing a banking business, and to supervise the receipt of the deposits and payment of checks and withdrawals of assets during a period of sixty days next following the taking charge thereof, and such state finance director shall have power and is hereby authorized, during said period of sixty days, to limit, upon a basis of equality, prorate or prohibit entirely, all withdrawals of deposits or assets from said bank or trust company; provided, however, that no preferences shall be given any depositor or creditor of said bank or trust company.

(RSMo 1939 § 8004)

Audit of bank by director--approval of reopening plans.

362.505. During said sixty-day period next following the taking charge of any such bank or trust company, by the state finance director, a careful audit and inventory of the assets and liabilities of said bank or trust company shall also be made by said state finance director to determine if said bank or trust company shall be permitted to continue in business, and when said state finance director shall approve a contract or plan whereby such bank or trust company is permitted to receive deposits, pay checks and continue to do a banking business, or reorganize, entered into between the depositors of such institution, owning or controlling eighty-five percent or more of the deposits therein, which are not preferred claims, special deposits or deposits secured by bonds or collateral, on the one hand, and the bank or trust company or its board of directors on the other, then and in that event all other depositors and creditors shall be held to be bound by such contract or plan to the same extent and with the same effect as if they had joined in the execution thereof, and their claims shall be treated in all respects as if they had joined in the execution of said contract or plan, in event said bank is permitted to reopen for business as limited by said contract or plan; provided, nevertheless, all depositors and creditors of the same class shall be treated alike.

(RSMo 1939 § 8005)

When director shall liquidate.

362.510. If the state finance director shall, during the period of sixty days next following the taking possession of any such bank or trust company under the provisions of law, find that such bank or trust company should not be permitted to continue in business, or cannot be reorganized on a sound basis, he shall proceed as provided by law to effect the liquidation thereof.

(RSMo 1939 § 8006)

Special deposits--nature--use.

362.515. During the period of sixty days next following the taking charge of any such bank or trust company as authorized by law, deposits may be received from the customers of said bank, or trust company and others as special deposits, or trust funds, and paid out on the check of such depositors drawn against their respective balances; but no part of the funds deposited during said period of sixty days shall be an asset of any such bank, or trust company doing a banking business, within the meaning of the banking laws of this state; nor shall any part of such funds so deposited be loaned by any such bank or trust company except upon United States government bonds, or other securities of the government of the United States, or upon the bonds of the state of Missouri, as collateral, allowing a safe margin to meet fluctuations in the market price of such bonds and securities.

(RSMo 1939 § 8007)

Banks may close, when--bank holiday, effect of.

362.520. 1. Any bank or trust company organized under the laws of the state of Missouri or any national bank doing business in Missouri may remain closed on any Sunday or public holiday, as defined in section 9.010, and, in addition, on any day of the week fixed at least fifteen days in advance by the adoption of a resolution to such effect by a majority vote of the board of directors thereof, and notice thereof posted in the bank or trust company for the same time.

2. Any bank or trust company may be closed or remain closed whenever in the judgment of the directors, the president or other officer in charge, the lives or safety of the institution's employees or the institution itself would be endangered or placed in jeopardy by an emergency arising from fire, flood, storm, snow, power failure, shortage of fuel, robbery, riot or threat of riot, or similar emergency. The bank or trust company so closed shall notify the director of finance of its action and the reasons therefor within twelve hours thereafter and such bank or trust company shall reopen within twenty-four hours after such closing unless permission shall be granted by the director of finance to remain closed for a longer period of time. On all closings under this section a full report in writing shall be furnished the director of finance.

3. Any day on which a bank or trust company organized under the laws of the state of Missouri or national bank doing business in Missouri pursuant to this section remains closed shall, with respect to the bank or trust company or national bank, be deemed a holiday for the purposes of chapter 400 and amendments thereto, and the bank or trust company or national bank shall not be required to permit access to its safe-deposit vaults while it is so closed.

4. Where a contract by its terms requires the payment of money or the performance of a condition on any such day by or at such bank or trust company or national bank the payment may be made or condition performed on the next business day succeeding the day when the bank, trust company or national bank shall so remain or be closed, with the same force and effect as if made or performed in accordance with the terms of the contract.

5. A branch of any bank or trust company may be closed as provided in subsection 2 of this section, whether or not the main banking house is so closed, but the day shall not be a bank holiday as provided in subsections 3 and 4 of this section unless the main banking house is closed.

6. A branch office of any bank or trust company organized under the laws of the state of Missouri may be temporarily closed for any reasonable period of time for repairs, remodeling, or other purposes decided upon by the board of directors provided that notice of the board's resolution concerning such is both posted in the lobby and on the entrances of the affected location and supplied to the director of finance at least thirty days prior to the temporary closing.

(L. 1947 V. I p. 310 § 1, A.L. 1965 p. 95, A.L. 1969 3d Ex. Sess. H.B. 39, A.L. 1991 H.B. 206, A.L. 2005 H.B. 707)

Contributions to charitable agencies.

362.530. Anything in any other law of this state to the contrary notwithstanding, every bank and every trust company organized under the laws of this state shall have power to, and may contribute to community funds, or to civic, charitable, philanthropic, or benevolent instrumentalities conducive to public welfare, such sums as the board of directors of the particular bank or trust company may deem expedient and in the interest of the bank or trust company.

(L. 1951 p. 286 § 1)

Appointment as fiduciary--investments--handling of trustproperty--effect of merger or consolidation.

362.550. 1. When any trust company organized pursuant to the laws of this state shall have been nominated as personal representative of the last will of any deceased person, the court or officer authorized pursuant to the law of this state to grant letters testamentary thereon shall, upon proper application, grant letters testamentary thereon to the trust company or to its successor by merger.

2. When application is made for the appointment of a personal representative on the estate of any deceased person, and there is no person entitled to the letters, or if there is one so entitled then, on the application of the person, the court or officer making the appointment may grant letters of administration with will annexed to any trust company.

3. Any trust company may be appointed conservator, trustee, personal representative, receiver, assignee or in any other fiduciary capacity, in the manner now provided by law for appointment of individuals to any such office. On the application of any natural person acting in any such office, or on the application of any natural persons acting jointly in any such office, any trust company may be appointed by the court or officer having jurisdiction in the place and stead of the person or persons; or on the application of the person or persons any trust company may be appointed to the office to act jointly with the person or persons theretofore appointed, or appointed at the same time; provided, the appointment shall not increase the compensation to be paid the joint fiduciaries over the amount pursuant to the law payable to a fiduciary acting alone.

4. Any natural person or persons heretofore or hereafter appointed as guardian, trustee, personal representative, receiver, assignee, or in any other fiduciary capacity, desiring to have their bond under the office reduced, or desiring to be appointed under a reduced bond, the person or persons may apply to the court to have their appointment put or made under such limitation of powers and upon such terms and conditions as to the deposits of assets by the person or persons with any trust company, under such reduced bond to be given by the person or persons as the court or judge shall prescribe, and the court or judge may make any proper order in the premises.

5. Any investments made by any trust company of money received by it in any fiduciary capacity shall be at its sole risk, and for all losses of such money the capital stock and property of the company shall be absolutely liable, unless the investments are such as are proper when made by an individual acting in such fiduciary capacity, or such as are permitted under and by the instrument or order creating or defining the trust. Any trust company in the exercise of its fiduciary powers as personal representative, guardian, trustee or other fiduciary capacity, may retain and continue to hold, as an investment of an estate, trust or other account administered by it as fiduciary, any shares of the capital stock, and other securities or obligations, of the trust company so acting, and of any parent company or affiliated company of such trust company, which stock, securities and obligations have been transferred to or deposited with such fiduciary by the creator or creators of such fiduciary account or other donors or grantors, or received by it in exchange for, or as dividends upon, or purchased by the exercise of subscription rights, including rights to purchase fractional shares, in respect of, any other stock, securities or obligations so transferred to or deposited with it, or which have been purchased by such fiduciary pursuant to a requirement of the instrument or order governing such account or pursuant to the direction of such person or persons other than the trust company having power to direct such fiduciary with respect to such purchases; but except as herein provided, including the exercise of subscription rights, no such trust company shall purchase as an investment for any fiduciary account, in the exercise of its own discretion, any stock or other securities or obligations, other than deposit accounts, savings certificates or certificates of deposits, issued by such trust company, or its parent or affiliated companies. This subsection shall not be construed to prohibit a trust company, in the exercise of its own discretion, from purchasing as an investment, for any fiduciary account, securities or obligations of any state or political subdivision thereof which meet investment standards which shall be established by the director of the division of finance, even though such obligations are underwritten by such trust company or its parent or affiliated companies.

6. The court or officer may make orders respecting the trusts and require any trust company to render all accounts which the court or officer might lawfully require if the personal representative, guardian, trustee, receiver, depositary or the trust company acting in any other fiduciary capacity, were a natural person.

7. Upon the appointment of a trust company to any fiduciary office, no official oath shall be required.

8. Property or securities received or held by a trust company in any fiduciary capacity shall be a special deposit in the trust company, and the accounts thereof shall be kept separate from each other and separate from the company's individual business. The property or securities held in trust shall not be mingled with the investments of the capital stock or other property belonging to the trust company or be liable for the debts or obligations thereof. For the purpose of this section, the corporation shall have a trust department, in which all business authorized by subsection 2 of section 362.105 is kept separate and distinct from its general business.

9. The accounts, securities and all records of any trust company relating to a trust committed to it shall be open for the inspection of all persons interested in the trust.

10. When any trust company organized pursuant to the laws of this state shall have been appointed personal representative of the estate of any deceased person, or guardian, trustee, receiver, assignee, or in any other fiduciary capacity, in the manner provided by law for appointment to any such office, and if the trust company has heretofore merged or consolidated with or shall hereafter merge or consolidate with any other trust company organized pursuant to the laws of this state, then, at the option of the first mentioned company, and upon the filing by it, with the court having jurisdiction of the estate being administered, of a certificate of the merger or consolidation, together with a statement that the other trust company is to thereafter administer the estate held by it and an acceptance by the latter trust company of the trust to be administered, the certificate, statement and acceptance to be executed by the president or vice president of the respective companies and to have affixed thereto the corporate seals of the respective companies, attested by the secretary thereof, and further upon the approval of the court and the giving of such bond as may be required, all the rights, privileges, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action belonging to the trust estate, and every right, privilege or asset of conceivable value or benefit then existing which would inure to the estate under an unmerged or consolidated existence of the first mentioned company, shall be fully and finally and without right of reversion transferred to and vested in the corporation into which it is merged or with which it is consolidated, without further act or deed, and the last mentioned corporation shall have and hold the same in its own right as fully as the same was possessed and held by the corporation from which it was, by operation of the provisions of this section, transferred, and the corporation shall succeed to all the relations, obligations and liabilities, and shall execute and perform all the trusts and obligations devolving upon it, in the same manner as though it had itself assumed the relation or trust.

11. Notwithstanding any other provisions of law to the contrary, a bank, trust company or affiliate thereof, when acting as a trustee, investment advisor, custodian, or otherwise in a fiduciary capacity with respect to the investment and reinvestment of assets may invest and reinvest the assets, subject to the standards contained in section 456.8-816 and sections 469.900 to 469.913, in the securities of any open-end or closed-end management investment company or investment trust registered pursuant to the federal Investment Company Act of 1940 as amended (15 U.S.C. Sections 80a-1, et seq.) (collectively, "mutual funds"), or in shares or interests in a partnership or limited liability company or other entity that operates as a privately offered investment fund. Such investment and reinvestment of assets may be made notwithstanding that such bank, trust company, or affiliate provides services to the investment company or trust or privately offered investment fund as investment advisor, sponsor, distributor, custodian, transfer agent, registrar, or otherwise, and receives reasonable remuneration for such services. Such bank or trust company or affiliate thereof is entitled to receive fiduciary fees with respect to such assets. For such services the bank or trust company or affiliate thereof shall be entitled only to the normal fiduciary fee but neither a bank, trust company nor affiliate shall be required to reduce or waive its compensation for services provided in connection with the investment and management of assets because the fiduciary invests, reinvests or retains assets in a mutual fund or privately offered investment fund. The provisions of this subsection apply to any trust, advisory, custody or other fiduciary relationship established before or after August 28, 1999, unless the governing instrument refers to this section and provides otherwise.

12. As used in this section, the term "trust company" applies to any state or national bank or trust company qualified to act as fiduciary in this state.

(L. 1967 p. 445, A.L. 1972 S.B. 410, A.L. 1983 S.B. 44 & 45, A.L. 1991 S.B. 15, A.L. 1993 H.B. 105 & 480, A.L. 1995 H.B. 63, et al. merged with S.B. 178, A.L. 1999 S.B. 386, A.L. 2008 S.B. 1235)

(Source: RSMo 1959 § 363.200)

Trust guaranty fund.

362.560. The directors of any state or national bank or trust company qualified to act as fiduciary in this state may from time to time set apart, as a trust guaranty fund, such portion of the profits as they may consider expedient. The fund shall be invested in such securities only as are legal for the investment of trust funds. The accounts of this fund shall be kept in the trust department.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.210)

Application of trust guaranty fund.

362.570. 1. The trust guaranty fund shall be absolutely pledged for the faithful performance by the bank or trust company of its duties and undertakings under the provisions of subsection 2 of section 362.105, and shall be applied to make good any default in the performance, and the pledge and liability shall not in any way relieve the stock and general funds of the bank or trust company, but creditors under the subdivisions shall have an equal claim with other creditors upon the capital and other property of the bank or trust company in addition to the security hereby given, and in addition to the deposit made with the finance director under the provisions of section 362.590.

2. No portion of the trust guaranty fund shall be transferred to the general capital while the bank or trust company has undertakings of the kinds mentioned in subsection 2 of section 362.105, for whose performance bonds are required from individuals, outstanding and uncompleted, but income therefrom, if not required at any dividend time to make good such undertakings, may be added to and disposed of with the general income of the bank or trust company.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.220)

Personal representatives and other persons not liable asstockholders.

362.575. No person holding stock in the corporation as personal representative, conservator, or trustee, and no person holding this stock as collateral security shall be personally subject to any liability as stockholder in the corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly. And the estate and funds in the hands of the personal representatives, conservators, or trustees shall be liable in like manner and to the same extent as the testator or intestate, or the protectee or person interested in the trust fund would have been if he had been living and competent to act and hold in his own name.

(L. 1967 p. 445, A.L. 1983 S.B. 44 & 45)

(Source: RSMo 1959 § 363.240)

Common trust fund authorized.

362.580. 1. Any state or national bank or trust company qualified to act as fiduciary in this state may establish common trust funds for the purpose of furnishing investments to itself as fiduciary, or to itself and others as cofiduciaries, or to other banks and trust companies acting as fiduciaries or cofiduciaries. Funds may be invested in such common trust fund only if the investment is not prohibited by the instrument, judgment, decree, or order creating the fiduciary relationships, and if, in the case of cofiduciaries, the banks or trust companies procure the consent of their cofiduciaries to the investment.

2. This section shall apply to fiduciary relationships now in existence or hereafter established.

(L. 1967 p. 445, A.L. 1977 S.B. 250)

(Source: RSMo 1959 § 363.225)

Bond not required of banks and trust companies, when acting asfiduciaries.

362.590. Any state or national bank or trust company qualified to act as fiduciary in this state shall be permitted to qualify as guardian, executor, administrator, assignee, receiver, trustee, or in any fiduciary capacity, by appointment of any court, or under will, or depositary of money in court, without giving bond as such, and become sole guarantor or surety in or upon any bond required by law to be given in any proceeding in law or equity in any of the courts of this state or other states or of the United States, any other statute to the contrary notwithstanding.

(L. 1967 p. 445, A.L. 1971 S.B. 171, A.L. 1977 S.B. 420)

(Source: RSMo 1959 § 363.700)

CROSS REFERENCE:

Bonds of political subdivisions lawful security, when, 108.290

Reciprocal corporate fiduciary powers--certificates of reciprocity.

362.600. 1. The term "out-of-state bank or trust company", as used in this section, shall mean:

(1) Any bank or trust company now or hereafter organized under the laws of any state of the United States other than Missouri; and

(2) Any national banking association or any thrift institution under the jurisdiction of the office of the comptroller of the currency having its principal place of business in any state of the United States other than Missouri.

2. Except as provided in subsections 4 and 6 of this section, any out-of-state bank or trust company may act in this state as trustee, executor, administrator, guardian, or in any other like fiduciary capacity, without the necessity of complying with any law of this state relating to the licensing of foreign banking corporations by the director of finance or relating to the qualifications of foreign corporations to do business in this state, and notwithstanding any prohibition, limitation or restriction contained in any other law of this state, provided only that:

(1) The out-of-state bank or trust company is authorized to act in this fiduciary capacity or capacities in the state in which it is incorporated, or, if the out-of-state bank or trust company be a national banking association, or a thrift institution, it is authorized to act in this fiduciary capacity or capacities in the state in which it has its principal place of business; and

(2) Any bank or other corporation organized under the laws of this state or a national banking association or thrift institution having its principal place of business in this state may act in these fiduciary capacities in that state without further showing or qualification, other than that it is authorized to act in these fiduciary capacities in this state, compliance with minimum capital, bonding, or securities pledge requirements applicable to all banks and trust companies doing business in that state, and compliance with any law of that state concerning service of process:

(a) Which may require the appointment of an official or other person for the receipt of process; or

(b) Which contains provisions to the effect that any bank or trust company which is not incorporated under the laws of that state, or if a national bank or thrift institution then which does not have its principal place of business in that state, acting in that state in a fiduciary capacity pursuant to provisions of law making it eligible to do so, shall be deemed to have appointed an official of that state to be its true and lawful attorney upon whom may be served all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the entity has acted or is acting in that state in this fiduciary capacity, and that the acceptance of or engagement in that state in any acts in this fiduciary capacity shall be deemed its agreement that the process against it, which is so served, shall be of the same legal force and validity as though served upon it personally, or which contains any substantially similar provisions.

3. Any out-of-state bank or trust company eligible to act in any fiduciary capacity in this state pursuant to the provisions of this section may so act whether or not a resident of this state be acting with it in this capacity, may use its corporate name in connection with such activity in this state, and may be appointed to act in this fiduciary capacity by any court having jurisdiction in the premises, all notwithstanding any provision of law to the contrary. Nothing in this section contained shall be construed to prohibit or make unlawful any activity in this state by a bank or trust company which is not incorporated under the laws of this state, or if a national bank or thrift institution then which does not have its principal place of business in this state, which would be lawful in the absence of this section.

4. Except as provided in subsection 6 of this section, prior to the time when any out-of-state bank or trust company acts pursuant to the authority of this section in any fiduciary capacity or capacities in this state, the out-of-state bank or trust company shall file with the director of finance a written application for a certificate of reciprocity and the director of finance shall issue the certificate to the out-of-state bank or trust company. The application shall state the information set forth in the following subdivisions (1) to (7), and the out-of-state bank or trust company shall be subject to the following subdivisions (8) to (10):

(1) The correct corporate name of the out-of-state bank or trust company;

(2) The name of the state under the laws of which it is incorporated, or if the out-of-state bank or trust company is a national banking association or thrift institution shall state that fact;

(3) The address of its principal business office;

(4) In what fiduciary capacity or capacities it desires to act, in the state of Missouri;

(5) Whether the out-of-state bank or trust company intends to establish a trust representative office, facility, branch, or other physical location in the state of Missouri and the activities to be conducted at such office, facility, branch, or location;

(6) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated, or, if it is a national banking association, in which it has its principal place of business;

(7) That the application shall constitute the irrevocable appointment of the director of finance of Missouri as its true and lawful attorney to receive service of all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the out-of-state bank or trust company may act in this state in the fiduciary capacity pursuant to the certificate of reciprocity applied for;

(8) Subject to subdivision (10) of this subsection unless the out-of-state bank or trust company verifies to the director of the division of finance that it satisfies capital requirements equal to the new charter requirement for a Missouri trust company or that it maintains a bond for the faithful performance of all its fiduciary activities equivalent to the Missouri capital requirements, the director may require the applicant to submit a bond issued by a surety company authorized to do business in the state of Missouri in the minimum amount of one million dollars in a form or such greater amount acceptable to the director of the division of finance. The surety bond shall secure the faithful performance of the fiduciary obligations of the out-of-state bank or trust company in Missouri;

(9) The application shall be verified by an officer of the out-of-state bank or trust company, and there shall be filed with it such certificates of public officials and copies of documents certified by public officials as may be necessary to show that the out-of-state bank or trust company is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in the state of Missouri, in the state in which it is incorporated, or, if it is a national banking association in which it has its principal place of business. The director of finance shall, thereupon, if the out-of-state bank or trust company is one which may act in the fiduciary capacity or capacities as provided in subsection 2 of this section, issue to the entity a certificate of reciprocity, retaining a duplicate thereof together with the application and accompanying documents in his or her office. The certificate of reciprocity shall recite and certify that the out-of-state bank or trust company is eligible to act in this state pursuant to this section and shall recite the fiduciary capacity or capacities in which the out-of-state bank or trust company is eligible so to act;

(10) Notwithstanding subdivision (8) of this subsection, to facilitate interstate reciprocity under this section, the director may enter a memorandum of understanding with the bank or trust company regulator of another jurisdiction to accept the capital requirements of that jurisdiction in lieu of the Missouri minimum capital or bond requirements set forth in subdivision (8) of this subsection and establish such other terms to assure reciprocal interstate treatment for Missouri chartered bank or trust companies in that jurisdiction.

5. A certificate of reciprocity issued to any out-of-state bank or trust company shall remain in effect until the out-of-state bank or trust company shall cease to be entitled under subsection 2 of this section to act in this state in the fiduciary capacity or capacities covered by the certificate, and thereafter until revoked by the director of finance. If at any time the out-of-state bank or trust company shall cease to be entitled under subsection 2 of this section to act in this state in the fiduciary capacity or capacities covered by the certificate, the director of finance shall revoke the certificate and give written notice of the revocation to the out-of-state bank or trust company. No revocation of any certificate of reciprocity shall affect the right of the out-of-state bank or trust company to continue to act in this state in a fiduciary capacity in estates or matters in which it has theretofore begun to act in a fiduciary capacity pursuant to the certificate.

6. An out-of-state bank or trust company shall not establish or maintain a trust representative office, facility, branch, or other physical location in this state for the conduct of business as a fiduciary unless:

(1) The out-of-state bank or trust company is under the control of a Missouri bank or a Missouri bank holding company, as these terms are defined in section 362.925**, and the out-of-state bank or trust company has complied with the requirements relating to the qualifications of out-of-state bank or trust company to do business in this state;

(2) The out-of-state bank or trust company is a bank, trust company or national banking association in good standing that possesses fiduciary powers from its chartering authority and is the surviving corporation to a merger or consolidation with a national banking association located in Missouri or a Missouri bank or trust company or is otherwise authorized by federal law to establish a branch in Missouri. The provisions of this subdivision are enacted to implement subsection 2 of this section and section 362.610, and the provisions of Title 12, U.S.C. Section 36 of the National Bank Act and other applicable federal law; or

(3) The out-of-state bank or trust company is a state-chartered bank, savings and loan association, trust company, national banking association, or thrift institution in good standing that possesses fiduciary powers and has received a certificate of reciprocity, in which case it may open a trust representative office, facility, branch, or other physical location in Missouri, provided a bank, savings and loan association or trust company chartered under the laws of Missouri and a national bank or thrift institution with its principal location in Missouri, all with fiduciary powers, are permitted to open and operate such a trust representative office, facility, branch, or other physical location under the same or less restrictive conditions in the state in which the out-of-state bank or trust company is organized or has its principal office.

7. An out-of-state bank or trust company, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this section, shall not be deemed to be transacting business in this state, if the out-of-state bank or trust company does not establish or maintain in this state a place of business, branch office, or agency for the conduct in this state of business as a fiduciary.

8. Every out-of-state bank or trust company to which a certificate of reciprocity shall have been issued shall be deemed to have appointed the director of finance to be its true and lawful attorney upon whom may be served all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the out-of-state bank or trust company acts in this state in any fiduciary capacity pursuant to the certificate of reciprocity. Service of the process shall be made by delivering a copy of the summons or other process, with a copy of the petition when service of the copy is required by law, to the director of finance or to any person in his or her office authorized by him to receive the service. The director of finance shall immediately forward the process, together with the copy of the petition, if any, to the out-of-state bank or trust company, by registered mail, addressed to it at the address on file with the director, or if there be none on file then at its last known address. The director of finance shall keep a permanent record in his or her office showing for all such process served, the style of the action or proceeding, the court in which it was brought, the name and title of the officer serving the process, the day and hour of service, and the day of mailing by registered mail to the out-of-state bank or trust company and the address to which mailed. In case the process is issued by a court, the same may be directed to and served by any officer authorized to serve process in the city or county where the director of finance shall have his or her office, at least fifteen days before the return thereof. If an out-of-state bank or trust company has established a trust representative office, trust facility, branch, or other physical location in the state of Missouri, that bank or trust company may also be served legal process at any such location by service upon any officer, agent, or employee at that location.

(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 1988 H.B. 1092, A.L. 1998 H.B. 1571, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1511, A.L. 2005 H.B. 707, A.L. 2015 H.B. 1098)

(Source: RSMo 1959 § 363.705)

*Effective 10-16-15, see § 21.250. H.B. 1098 was vetoed on July 7, 2015. The veto was overridden September 16, 2015.

**Section 362.925 was repealed by S.B. 386 in 1999.

Banks and trust companies may merge or consolidate.

362.610. Any bank, banks, trust company or trust companies, organized pursuant to the laws of this state, may be merged in any other such bank or trust company, or may be consolidated with any other such bank, banks, trust company or trust companies, to form a consolidated corporation pursuant to this chapter, on compliance with the provisions of sections 362.610 to 362.810; except that the consolidated corporation shall not be a bank unless one of the parties to the consolidation or merger was a bank, or upon compliance with the provisions of section 362.118, and the consolidated corporation shall not be a trust company unless one of the parties to the consolidation or merger was a trust company, or upon compliance with the provisions of section 362.117. Since federal law permits out-of-state banks to merge with a national bank headquartered in Missouri, any out-of-state bank or trust company may be merged or consolidated with any Missouri bank or trust company, and any Missouri bank or trust company may merge or consolidate with any out-of-state bank or trust company, upon compliance with the provisions of section 362.077.

(L. 1967 p. 445, A.L. 1997 H.B. 257, A.L. 1999 S.B. 386)

(Source: RSMo 1959 § 363.770)

Agreement for consolidation.

362.620. If the agreement provides for a consolidation, then the agreement shall set out:

(1) The terms and conditions of the consolidation and the method of carrying same into effect;

(2) The name of the proposed corporation which may be the name in whole or in part of any one or more of the corporations which are parties to the agreement;

(3) The name of the city or town and county in this state in which the consolidated corporation is to be located;

(4) The amount of the capital stock of the corporation;

(5) The number of shares into which it is divided and the par value thereof;

(6) That the shares have been subscribed by the persons named therein as the first board of directors as trustees for each of the stockholders of the contracting corporations, and that all of the capital stock has been paid up either in lawful money of the United States, or by the capital stock, surplus and undivided profits of the corporations which are parties to the agreement; provided, that the part of the capital of the consolidated corporation as is paid by the capital, surplus or undivided profits of either one or more of the contracting corporations shall be received only for the amount which may be approved by the director therefor;

(7) That the custody of all such cash and property has been placed in the care and control of the persons named as the first board of directors;

(8) The number of directors and the names and addresses of the directors chosen for the consolidated corporation, and that they may adopt new bylaws for the consolidated company;

(9) The purpose for which the corporation is formed which shall be limited to the purposes as then prescribed by law for trust companies or banks, as the case may be, under this chapter;

(10) The duration of the corporation as may be then permitted by law;

(11) Such other provisions as may be necessary or proper to fully set out the rights of the respective contracting corporations, their stockholders and creditors and the plan of such consolidation.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.800)

Agreement for merger.

362.630. If the agreement provides for a merger, then it shall set out:

(1) The names of the companies thereto;

(2) The terms and conditions of the merger, and the mode of carrying same into effect;

(3) The corporate name of the receiving bank or trust company under the merger; the name may be the name in whole or in part of any bank or trust company which is a party to the merger;

(4) The names of the persons who shall constitute the board of directors of the receiving company, after the merger is accomplished, provided that the number and the qualifications of the directors shall be in accordance with the provisions of this chapter relating to the number and qualifications of directors of banks and trust companies.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.790)

Agreement for merger or consolidation.

362.640. Each bank and trust company which is to be a party to the merger or to the consolidation shall, upon being first authorized by its board of directors by the affirmative vote of a majority of all the members of the board, enter into an agreement with the other banks and trust companies which are to be parties to the merger or to the consolidation providing for the merger or the consolidation on the terms and conditions therein set out. The agreement shall be in writing, and executed and acknowledged under the respective seals of the banks and trust companies as are parties thereto. The execution and acknowledgment shall be in such form as now or hereafter required by law for execution and acknowledgment of instruments conveying real estate.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.780)

Certified copies evidence.

362.650. A copy of the minutes of the proceedings of the respective boards, and a copy of the agreement certified and verified by the respective cashiers and secretaries of the banks and trust companies wherein the proceedings are had, shall be presumptive evidence of the action of the respective boards.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.810)

Verified copies of agreement and proceedings shall be submitted tofinance director.

362.660. A copy of the agreement so executed and the certified and verified copies of the proceedings of the respective boards of directors shall be submitted in duplicate to the finance director for his approval, and he shall have full power and authority to approve or disapprove the same; provided, that in case the director shall disapprove the agreements so submitted, the banks and trust companies which are parties thereto may submit another plan for a merger or a consolidation under the provisions of this chapter.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.820)

Finance director shall certify finding within thirty days.

362.670. The approval or disapproval by the finance director shall be certified by him in writing to each bank and trust company which is a party to the merger or such consolidation within thirty days after the date of submission of the agreement to him.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.830)

Agreement to be submitted to stockholders, when--exceptions,procedures.

362.680. 1. In case of approval by the finance director, the agreement, except as provided in subsection 3 of this section, shall within sixty days after the date of the approval be submitted to the stockholders of each bank and trust company which is a party to the merger or consolidation.

2. The meeting of the stockholders of each bank and trust company for the purpose shall be called upon notice given as provided in section 362.044.

3. In the event that the director of the division of finance determines that one of the banks which is a party to the merger is in imminent danger of failing and that the merger is necessary to prevent such failure, or that one of the banks which is a party to the merger was formed to take over assets and liabilities of a failed bank, or that the parties to the merger are wholly owned by a bank holding company, he or she shall issue an order to such effect and the merger shall take effect immediately upon the issuance of his or her order approving the merger. In such a case, the agreement of merger, along with a copy of the order of the director of the division of finance approving the merger, shall be filed in the public records of the division of finance. No stockholders' meeting need be held but any stockholder of either bank shall be entitled to exercise the right of a dissenting stockholder pursuant to section 362.730.

(L. 1967 p. 445, A.L. 1983 H.B. 565, A.L. 1986 H.B. 1195, A.L. 1999 S.B. 386, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.840)

Agreement binding, when.

362.690. At the time and place fixed by the notice each of the banks and trust companies shall respectively hold a meeting of their respective stockholders for the purpose of considering the agreement, and if the stockholders of each of the banks and trust companies respectively shall at their respective meetings vote two-thirds of the stock of their respective banks and trust companies in favor of the agreement, then the agreement shall be valid and binding upon the banks and trust companies.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.850)

Agreement for merger becomes effective, when.

362.700. 1. If the agreement is so approved and ratified by the stockholders of each of the respective banks and trust companies, then in case the agreement provides for a merger, a copy of the minutes of the respective stockholders' meetings at which the agreement is approved, with a copy of the agreement and the director's approval thereof, all certified and verified by the respective secretaries of the meetings, shall be filed in the public records of the division of finance, and a like copy of the minutes, agreement and approval shall be filed with the cashier or secretary of each of the banks and trust companies which are parties to the agreement.

2. Upon the filing for record of the copies as herein required to be filed, the agreement and merger shall become effective according to its terms.

(L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.860)

Agreement for consolidation becomes effective, when.

362.710. 1. If the agreement is approved and ratified by the stockholders of the respective banks and trust companies, then in case the agreement provides for a consolidation of the banks and trust companies which are parties thereto, a copy of the minutes of the proceedings of the respective stockholders' meetings at which the agreement is approved, with a copy of the agreement and the finance director's approval thereof, all certified and verified by the respective secretaries of the meetings, shall be filed in the public records of the division of finance and a like copy of the minutes, agreement and approval shall be filed with the cashier or secretary of each of the banks and trust companies party to the agreement.

2. Upon the filing in the public records of the division of finance of a copy of the agreement with the approval of the director, and the proceedings above prescribed, the agreement for the consolidation of the banks and trust companies which are parties thereto shall take effect according to its terms and the consolidation shall thereupon be complete; provided, the legal fees for the incorporation of the consolidated banks or trust companies are paid to the director, the same as if a new corporation were organized for the same amount of capital authorized for the consolidated company.

(L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.870)

Receiving or consolidated company shall issue new certificates forold, when.

362.720. The receiving bank or trust company under the merger, or the consolidated corporation, may require the return of the original certificate held by each stockholder in either of the merging corporations or in either of the consolidating corporations, unless the certificate or certificates have been lost or destroyed, and shall cancel the original certificates and issue in lieu thereof new certificate or certificates for such number of its own shares as the stockholders may be entitled to receive under the agreement providing for the merger or for the consolidation and according to the terms and conditions contained in the agreement for the merger or consolidation; provided, that if the original certificate or certificates are lost or destroyed, then, before issuance of new certificate or certificates in lieu thereof, the loss or destruction shall be proved by affidavit or otherwise to the satisfaction of the board of directors of the receiving or consolidated corporation, and indemnity satisfactory to the board shall be given.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.880)

Dissenting stockholder may receive reasonable value of his or herstock--limitation, petition, hearing, appointment of appraisers.

362.730. 1. If any merger or consolidation takes effect pursuant to the provisions of sections 362.610 to 362.810, or in the event of a reverse stock split pursuant to the provisions of section 362.325 which results in the elimination of the stock ownership of a holder, then the holder of any stock, with or without voting rights, of any corporation which is a party to the agreement in case of merger or consolidation, or of a corporation which has effected a reverse stock split, who dissents by not voting in favor of the agreement to merge or consolidate at the stockholders' meeting aforesaid or for the reverse stock split shall be entitled to receive from the surviving corporation the reasonable value of his or her stock at the time of the merger, consolidation or reverse stock split, which value shall be determined in the following manner:

(1) Within sixty days after the taking effect of the merger, consolidation or reverse stock split, the dissenting stockholder may apply to the circuit court of the county wherein the principal place of business of the surviving corporation is located, by petition for the appointment of appraisers to value his or her stock in existence at the time of the merger, consolidation or reverse stock split;

(2) At any time during the above-named sixty days any other dissenting stockholder or stockholders meeting the requirements of this subsection may file his or her or their petition in the court wherein the proceeding is pending for the determination of the value of their respective shares of stock affected by the merger, consolidation or reverse stock split;

(3) Any stockholder who does not become a party to such proceeding within the time herein prescribed shall be conclusively presumed to have assented to the merger or consolidation and shall be bound thereby as fully and as firmly as if he or she had voted therefor. The remedy provided pursuant to the provisions of this section shall be the exclusive remedy for any dissenting shareholder unless fraud is involved.

2. Within five days after the expiration of the period of sixty days, the court wherein the proceeding is pending shall issue an order in which it shall fix the time and place of the hearing under the petition or petitions then pending, which shall not be more than twenty days after the issuance of the order. The court shall cause to be served upon each party, or his or her attorney of record, at least ten days before the hearing, a copy of the order fixing the time and place of hearing. The hearing shall be before the court, and at the hearing the court shall cause all petitions filed in the cause to be consolidated, and if the court finds that each of the parties to the proceedings has been notified of the time and place of hearing at least ten days before the hearing, then the court shall appoint three disinterested persons whom the court determines are qualified to appraise bank stock, not related to either of the parties to the proceeding, as appraisers to ascertain and determine the value of the shares of stock of the dissenting stockholders, and upon the appointment, the court shall fix the time and place of the first meeting of the appraisers; each of the appraisers shall qualify by taking and subscribing an oath that he or she will faithfully and impartially discharge the duties imposed upon him and will render a true appraisement of the value of the stock of the dissenting stockholders in the proceeding. Should any appraiser fail to qualify or serve, the court shall, by an order duly entered, fill such vacancy.

(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.890)

Finding and report of appraisers--compensation--notice to be givenby clerk of court--minority discount.

362.740. 1. The appraisers so appointed and qualified shall meet at the time and place so designated by the court or judge, and shall proceed to ascertain and determine the reasonable cash value of the shares of stock of the respective dissenting stockholders at the time of the merger or consolidation. For this purpose each of the appraisers may administer oaths and the appraisers may hear testimony offered by any party to the proceeding. At the conclusion of the hearing the appraisers shall forthwith determine the value of the shares of stock of each of the dissenting stockholders to the proceeding which shall not be less than the current book value of said stock. The concurrence of at least two of the appraisers shall be necessary to constitute a finding by the appraisers. The report of the appraisers shall be in writing, signed and acknowledged by at least two of them, and filed with the clerk of the court in which the proceeding is pending, together with their qualifying affidavits. The court may fix the compensation to be awarded appraisers, which compensation shall be taxed as costs in the case. The clerk of the court shall, upon the filing of the award or finding by the appraisers, notify each of the parties or their attorneys of record of the filing of the report.

2. To determine the reasonable value of the stock at the time of the merger, consolidation or reverse stock split, such appraisers shall value such stock to include consideration of a minority discount to reflect that these minority shareholders' lack of control over corporate decision making and a marketability discount to reflect the fact that a ready market does not exist for such stock, except as otherwise provided in this section.

(L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.900)

Exceptions to appraisal, review, new appraisal, final judgment--stockto be surrendered.

362.750. Within twenty days after the filing of the appraisal, exceptions in writing may be filed thereto by any party interested. If exceptions are so filed the court shall review the appraisal and may order, on good cause shown, a new appraisal by other appraisers, or the court may hear evidence touching matters in controversy and take an accounting to ascertain and determine the value of the shares and may make the order that justice, equity and right require. If no exceptions are filed to the report of the appraisers, the court shall enter final judgment approving the report. If any of the orders herein provided for are made in vacation, the vacation orders shall be considered and confirmed by the court. In its judgment the court shall ascertain and determine the value of the shares of stock of the merging bank, banks, trust company or trust companies, of the consolidating banks or trust companies, or of the bank or trust company in a reverse stock split at the time of the merger, consolidation or reverse stock split. When the receiving bank or trust company under the merger, the consolidated bank or trust company under the consolidation or the bank or trust company in a reverse stock split has paid the value of the stock as determined by the court, the stock shall be surrendered and the stockholder shall cease to have any interest in the stock or in the corporate property of the corporation and the corporation shall not hold such stock as treasury stock.

(L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo Supp. 1965 § 363.910)

Cost of proceedings, how taxed.

362.760. The cost of the proceedings to determine the value of stock, as above provided for, up to and including the filing of the report of the appraisers, shall be paid by the receiving or consolidated bank or trust company, and the court shall make and enter such orders and judgments as to subsequent costs as to the court may seem just and proper in the premises.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.920)

Corporate existence of old merged into new company--title toproperty.

362.770. The corporate existence of the merging corporation or corporations shall be merged into that of receiving bank or trust company, or in the event of consolidation the corporate existence of the consolidating companies shall be merged into that of the consolidated bank or trust company; and all and singular the rights, privileges and franchises, and the rights, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing to which any of the corporations so merging or consolidating shall be entitled at law or in equity shall be fully and finally and without any right of reversion transferred to and vested in the receiving bank or trust company in case of merger or in the consolidated bank or trust company in case of a consolidation, without further act or deed, and the receiving corporation or the consolidated corporation shall have and hold the same in its own corporate right as fully as the same was possessed and held by either of the merging or consolidating corporations from which the rights were, by operation of the provisions of sections 362.610 to 362.810, transferred.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.930)

New company succeeds to fiduciary relations of old.

362.780. 1. If the receiver corporation or the consolidated corporation is to have fiduciary powers, the receiving corporation under merger or the new corporation under consolidation shall become, without further act or deed, the successor of the merging or of the consolidating corporation in any and all fiduciary capacities in which the merging or consolidating corporation may be acting at the time of the merger or consolidation, and shall be liable to all beneficiaries as fully as if the receiving or consolidating corporations had continued their separate corporate existence.

2. All and singular the rights and privileges and the right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing to which either of the corporations so merging or consolidating shall be entitled at law or in equity in any fiduciary capacity shall fully and finally, and without any right of reversion, be transferred to and vested in the receiving or consolidated corporation, without further act or deed; and the receiving or consolidated corporation shall have and hold the same as fully and in the same fiduciary capacity and for the same purposes, and with the same powers, duties, responsibilities and discretion, as the same were possessed and held by the merging or consolidating corporations from which they were, by operation of the provisions of sections 362.610 to 362.810, transferred; except that if the receiving corporation or the consolidated corporation is to be a bank having no fiduciary powers, all right, title and interest to any property held by one of the parties to the merger or consolidation in a fiduciary capacity shall be transferred to the successor trustee as provided in section 362.118.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.940)

New company liable for obligations of old.

362.790. The rights, obligations and relations of either of the merged corporations or of the consolidating corporations, in respect to any person, creditor, depositor, trustee or beneficiary of any trust, shall remain unimpaired, and the receiving corporation or the consolidated corporation shall, when the merger or consolidation becomes effective, as in this chapter provided, succeed to all such relations, obligations, trust, powers and liabilities and shall execute and perform all duties in relation thereto in the same manner as though it had itself assumed or been clothed with the relation, trust or power, or had itself incurred the obligation or liability; and the liabilities and obligations to creditors of any of the merged corporations, or of any of the consolidating corporations, shall not be impaired by the merger or consolidation; nor shall any obligation or liability of any stockholder in any corporation which is a party to the merger or consolidation be affected by the merger or consolidation, but the obligations and liabilities shall continue as fully and to the same extent as existed before the merger or consolidation; except that if the receiving corporation or the consolidated corporation is to be a bank having no fiduciary powers, the rights, obligations and relations of any trust company which is party to the merger or consolidation with respect to any trustee or beneficiary of any trust shall be turned over to a successor trustee as provided in section 362.118.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.950)

Pending actions not to abate--substitution.

362.800. A pending action or other judicial proceeding to which any corporation that is so merged or so consolidated is a party shall not be deemed to have abated or to have discontinued by reason of the merger or consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the merger or consolidation had not been made; or the receiving corporation or the consolidated corporation may be substituted as a party to the action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against the other corporation if the merger or consolidation had not occurred.

(L. 1967 p. 445)

(Source: RSMo 1959 § 363.960)

Trust and fiduciary relations of old companies continue in new.

362.810. If any bank having fiduciary powers or any trust company which merges with or shall have merged with another, or if any bank having fiduciary powers or any trust company which consolidates with or shall have consolidated with another or other bank or trust companies to form a consolidated bank having fiduciary power or a consolidated trust company shall be nominated and appointed or shall have been nominated or appointed as personal representative, conservator, agent or trustee or in any other trust relation or fiduciary capacity in any will, trust agreement, trust conveyance or any other conveyance or instrument whatsoever prior to the merger or consolidation, even though the will, trust agreement, trust conveyance, or other conveyance or instrument shall not become operative or effective until after the merger or consolidation becomes effective, the office, trust relationship, fiduciary capacity and all of the rights, powers, privileges, duties, discretions and responsibilities, so provided to devolve upon, vest in, or inure to the corporation so nominated or appointed, shall fully and in every respect devolve upon, vest in and inure to and be exercised by the bank or trust company formed by any consolidation to which the bank or trust company so designated shall have been a party, whether there be one or more successive mergers or consolidations.

(L. 1967 p. 445, A.L. 1983 S.B. 44 & 45)

(Source: RSMo 1959 § 363.970)

Notice to director of division of finance prior to acquisition oftrust company--disapproval of acquisition--exceptions--disapproval,grounds.

362.820. 1. No person, acting directly, indirectly, or through or in concert with one or more other persons, shall directly or indirectly acquire control of any trust company or any company that controls a trust company unless the director of the division of finance has been given sixty days prior written notice of the proposed acquisition and within that period the division of finance has not issued a notice disapproving the proposed acquisition. This section shall not apply to any trust company that accepts deposits nor to any trust company which is owned or controlled by a bank holding company as that term is defined in section 362.910.

2. The director of the division of finance may require persons seeking to acquire control of such a trust company to submit such information as he shall deem necessary. The director of the division of finance may disapprove any acquisition upon determining that:

(1) The competence, experience or integrity of any acquiring person or of any of the proposed management personnel indicates that it would not be in the interest of the customers of the trust company or in the interest of the public to permit such person to control the trust company;

(2) The financial condition of any acquiring person is such as might jeopardize the financial stability of the trust company or prejudice the interests of its trust customers; or

(3) The acquiring person fails or refuses to furnish the information requested by the division of finance.

(L. 1993 H.B. 231 § 1)

Declaration of intent.

362.900. All of the provisions of chapter 362, RSMo 1959 and RSMo 1965 Supplement, whether or not repealed and reenacted by sections 361.010 to 362.810 shall, after October 13, 1967, apply equally to banks and trust companies, unless otherwise clearly indicated by words or context. The provisions formerly found in chapter 363, RSMo 1959 and RSMo 1965 Supplement, which are reenacted herein as part of chapter 362, or which are combined with similar provisions in chapter 362, so far as they are the same as those of the prior law, shall be construed as a continuation of such law and not as a new enactment. Where appropriate the words "this chapter" as used in sections 361.010 to 362.810 and as used in the sections of chapter 362 which are not repealed and reenacted by sections 361.010 to 362.810, extend to and include the provisions of chapter 363 prior to its repeal herein.

(L. 1967 p. 445 § B)

Definitions.

362.910. As used in sections 362.910 to 362.940, unless the context clearly indicates otherwise, the following terms mean:

(1) "Bank", any bank, trust company or national banking association which accepts demand deposits and makes loans, and which has its principal banking house in Missouri and a branch of any bank, trust company or national banking association which accepts demand deposits and which has a physical presence in Missouri, other than a branch located outside of Missouri;

(2) "Bank holding company", any company which has control over any bank or over any company that is a bank holding company;

(3) "Company", any corporation, partnership, business trust, association, or similar organization, or any other trust unless by its terms it must terminate within twenty-five years or not later than twenty-one years and ten months after the death of individuals living on the effective date of the trust, but shall not include any corporation the majority of the shares of which are owned by the United States or by any state;

(4) "Control", a company has control over a bank, trust company, or company if:

(a) The company directly or indirectly or acting through one or more other persons owns, controls, or has power to vote twenty-five percent or more of any class of voting securities of the bank or company;

(b) The company controls in any manner the election of a majority of the directors or trustees of the bank or company; or

(c) The company directly or indirectly exercises a controlling influence over the management or policies of the bank or company;

(d) Provided, however, no company shall be deemed to have control over a bank or a company by virtue of its ownership or control of shares acquired by it in connection with its underwriting of securities and which are held only for such period of time as will permit the sale thereof upon a reasonable basis, or which is formed for the sole purpose of participating in a proxy solicitation, or which acquires ownership or control of shares in securing or collecting a debt previously contracted in good faith, until two years after the date of acquisition, or which acquires ownership or control of shares in a fiduciary capacity. For the purpose of sections 362.910 to 362.940, bank shares shall not be deemed to have been acquired in a fiduciary capacity if the acquiring bank or company in its capacity as trustee of a trust has sole discretionary authority to exercise voting rights with reference thereto; except that this limitation is applicable in the case of a bank or company which acquired such shares prior to December 31, 1970, only if the bank or company had the right consistent with its obligations under the instrument, agreement, or other arrangement establishing the trust relationship to divest itself of such voting rights and failed to exercise that right to divest prior to December 31, 1971;

(5) "Director" or "director of finance", the director of the division of finance;

(6) "Trust holding company", any company which has control over any trust company or over any company that is a trust holding company.

(L. 1974 H.B. 1798 § 1 subsec. 1, A.L. 1986 S.B. 442, A.L. 1995 H.B. 63, et al., A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2008 S.B. 788)

Limitation on bank holding company--total deposits, how computed.

362.915. It is unlawful for any bank holding company to obtain control of any bank or depository financial institution if the total deposits in such bank or institution together with the total deposits in all banks and depository financial institutions in Missouri controlled by the bank holding company exceed thirteen percent of the total deposits in all depository financial institutions in the state, determined as of December thirty-first of the most recent year for which totals are available, preceding the date the bank holding company files an application with the division of finance as required by sections 362.910 to 362.940. For the purposes of this section, "depository financial institution" shall mean any financial institution which accepts deposits and which may protect its customers' funds by insurance through an agency of the federal government. In computing the total bank deposits in all banks controlled by the bank holding company and the bank which the holding company seeks to acquire, there shall be deducted from total deposits, certificates of deposit in the face amount of one hundred thousand dollars or more, deposits from sources outside the United States, and deposits of banks other than banks controlled by the bank holding company.

(L. 1974 H.B. 1798 § 1 subsec. 2, A.L. 1988 S.B. 768, A.L. 1997 H.B. 257)

Procedure to obtain order allowing acquisition--duty of director.

362.920. 1. A bank holding company which seeks to acquire control of a bank or a bank holding company shall file with the division of finance a copy of any application which the bank holding company is required to file with the Board of Governors of the Federal Reserve System, together with such supplemental data as will enable the director of finance to determine if the acquisition is lawful under the provisions of section 362.915. The director of finance shall, within thirty days after receiving the application, issue his order declaring the acquisition to be lawful or unlawful under the provisions of section 362.915. The order of the director shall be the final administrative decision which may be appealed in the circuit court of the county of proper venue within thirty days after the mailing or delivery of notice of the director's order, by any party aggrieved by the order.

2. The director shall also determine if the proposed acquisition of a bank by a bank holding company is consistent with the interests of promoting and maintaining a sound banking system and sound trust companies, the security of deposits and depositors and other customers, the preservation of the liquid position of banks and in the interest of preventing injurious credit expansions and contractions. If the director determines that the proposed acquisition is not consistent with those objectives, he shall, within thirty days of receipt of the application, communicate his objections to the proposed acquisition to the Board of Governors of the Federal Reserve System.

3. The provisions of section 362.915 and subsections 1 and 2 of this section shall not apply in the case of the acquisition of a bank or bank holding company acquired at the request of the director of finance, the Federal Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System in order to prevent the imminent failure of a bank.

(L. 1974 H.B. 1798 § 1 subsecs. 3, 4, A.L. 1978 H.B. 1634)

Effective 1-2-79

Bank holding companies, examination of, when--considered newbusiness entity, when.

362.923. 1. The director of the division of finance may enter into cooperative and reciprocal agreements with the federal reserve banks for periodic examination of bank holding companies on a joint or alternating basis, but, except in extraordinary situations, no such agreements may be concluded which would result in a bank holding company being examined more frequently than once every twelve months. The director may accept reports of examination and other exchanges of information from such agencies in lieu of conducting his own examinations and compiling his own reports, and may provide reports of examination and other information to such agencies.

2. A trust holding company or a company formed to be a trust holding company, as hereinafter described, is a new business entity under Missouri law and is not subject to federal reserve examination. The director of the division of finance shall contract with the parties that charter such entity to obtain safety and soundness authority as a condition for such entity's acquisition of a trust company. To simplify such process:

(1) A trust holding company or a company formed to be a trust holding company which seeks to acquire control of any nondepositary trust company shall file an application with the division of finance;

(2) The director shall determine if the proposed acquisition of a nondepositary trust company by a trust holding company is consistent with the interests of promoting and maintaining sound trust companies;

(3) The director may issue an order approving or disapproving the proposed acquisition of a nondepositary trust company by a trust holding company and may present, enforce, advocate, or defend the order in any judicial or administrative proceeding; and

(4) The director may examine and investigate any trust holding company as appropriate or necessary to carry out the director's duties. The director may enter into cooperative and reciprocal agreements with federal and state regulatory authorities appropriate to such functions and may share reports and information or pursue joint actions or concurrent jurisdiction with federal and state regulatory authorities.

(L. 1986 H.B. 1195, A.L. 2003 H.B. 221 merged with S.B. 346)

Injunctive relief, when.

362.930. Any court of competent jurisdiction may enjoin violations of subsection 1 of section 362.920. Any bank adversely affected by any such violation, any banking organization having statewide membership, and the director of finance shall have standing to sue in any such action.

(L. 1974 H.B. 1798 § 1 subsec. 7, A.L. 1999 S.B. 386)

Director of finance to administer--rules and orders authorized.

362.935. The director of finance shall administer and carry out the provisions of sections 362.910 to 362.940 and may issue such regulations and orders as may be necessary to discharge this duty and to prevent evasion of subsection 1 of section 362.920.

(L. 1974 H.B. 1798 § 1 subsec. 8, A.L. 2001 H.B. 738 merged with S.B. 186)

Disclaimer as to implied repeal of other law.

362.940. Nothing contained in sections 362.910 to 362.940 shall be interpreted or construed as approving any act, action, or conduct which is or has been or may be in violation of any existing law, nor shall anything herein contained constitute a defense to any action, suit, or proceeding pending or hereafter instituted on account of any prohibited antitrust or monopolistic act, action, or conduct.

(L. 1974 H.B. 1798 § 1 subsec. 9)

Effective 1-1-75

Definitions--examinations, cooperative and reciprocal agreements tomake examinations, when.

362.945. 1. As used in this section, unless the context clearly indicates otherwise, the following terms shall mean:

(1) "Affiliate", shall have the meaning given the term by section 23A of the Federal Reserve Act (12 U.S.C. section 371c), as amended;

(2) "Bank", any bank, trust company, or national banking association which accepts deposits and makes loans, and which has its principal banking house outside of the state of Missouri;

(3) "Bank holding company", any company which has control, as determined by the provisions of subdivision (4) of section 362.910, over any bank or over any company that is a bank holding company;

(4) "Engage in the banking business", a company shall be deemed to engage in the banking business if it accepts deposits and makes loans in Missouri.

2. In the event that any bank holding company or bank is permitted, by operation of federal or state law, to engage directly or through an affiliate in the banking business in this state, the director may enter into cooperative and reciprocal agreements with the Federal Reserve Bank or with the bank regulatory authorities of any state or states in which such bank holding company or bank is organized or based for the periodic examination of bank holding companies, banks, and affiliates affected, and may accept reports of examination and other exchanges of information from such authorities in lieu of conducting his own examinations and compiling his own reports, and may provide reports of examination and other information to such authorities. The director may enter into joint actions with other regulatory bodies having concurrent jurisdiction or may enter into such actions independently to carry out his responsibilities of assuring compliance with the laws of this state.

(L. 1986 H.B. 1195)

Effective 5-15-86

Affiliated entity of holding companies, transactionsauthorized--out-of-state transactions.

362.950. 1. Notwithstanding any other law to the contrary, any bank or trust company is authorized to conduct at the main banking house or any branch of such bank or trust company any one or more of the following transactions if so authorized by such affiliated entity:

(1) Receiving deposits from, or renewing deposits of, customers of such affiliated entity;

(2) Cashing or issuing checks, drafts or money orders for the account of customers of such affiliated entity;

(3) Closing and servicing loans and receiving loan payments and other payments due from customers of such affiliated entity.

2. Any bank or trust company intending to conduct or to authorize an affiliated entity to conduct any such transactions shall provide not less than thirty days' prior written notice thereof to the director of the division of finance.

3. For purposes of this section, the term "affiliated entity" means any bank or trust company of which at least eighty percent of the voting stock is owned or otherwise controlled, directly or indirectly, by a bank holding company, any individual or a group of individuals, or any other legal entity which also owns or otherwise controls, directly or indirectly, eighty percent of the voting stock of the bank or trust company conducting any such transactions.

4. Any bank or trust company may enter into an agreement with one or more out-of-state banks, trust companies, or both banks and trust companies, as a principal, agent, or both principal and agent, for the transactions authorized in this section. The provisions of this subsection are enacted to authorize state chartered banks and trust companies the same interstate agency authority that a national banking association is provided in Title I, Section 101, of the Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law 103-328.

(L. 1992 S.B. 688 § 4, A.L. 1995 S.B. 215)


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