Title XIII, COMMERCE (Ch. 505 - 554I)

1. The board of directors shall have full power to wind up and settle the affairs of a state bank in voluntary dissolution proceedings, including the power to do all of the following: a. Collecting the assets of the state bank. b. Disposing of its properties that will not be dist…

1. A state bank may, at any time prior to the filing of the articles of dissolution with the secretary of state, revoke voluntary dissolution proceedings as provided for in section 490.1404 . 2. The statement of revocation of voluntary dissolution proceedings, whether by consent …

1. A dissolved state bank may dispose of the known claims against it pursuant to this section . 2. The dissolved state bank shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must include all …

1. A dissolved state bank may publish notice of its dissolution and request that persons with claims against the state bank present them in accordance with the notice. 2. The notice made pursuant to this section must satisfy all of the following requirements: a. Be published in a…

Becoming subject to chapter 490 . In lieu of the dissolution procedure prescribed in sections 524.1303 through 524.1306 , a state bank may cease to carry on the business of banking and, after compliance with this section , continue as a corporation subject to chapter 490 . 1. A s…

1. a. In a situation in which the superintendent has required, in accordance with section 524.224 , that the state bank cease to carry on its business, the superintendent shall immediately tender to the federal deposit insurance corporation the receivership for the state bank. Th…

1. Under the receivership, a diligent effort shall be made to collect and realize on the assets of the state bank and to make distribution of the proceeds from time to time to those entitled thereto. The federal deposit insurance corporation may execute assignments, releases, and…

In the distribution of the assets of a state bank which is dissolved under this chapter , or by any other method, the order of payment of the liabilities of the state bank, in the event that its assets are insufficient to pay in full all its liabilities for which claims are made,…

1. The dissolution of a state bank, or the expiration of its period of duration, shall not take away or impair any remedy available to or against such state bank, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred prior to such di…

1. Upon compliance with the requirements of this chapter , one or more state banks, one or more out-of-state banks, one or more national banks, one or more federal savings associations, one or more corporations, or any combination of these entities, with the approval of the super…

The requirements for a merger which must be satisfied by the parties to the merger are as follows: 1. The parties shall adopt a plan of merger which must include all of the following: a. As to each party to the merger, the party’s name, jurisdiction of formation, and type of enti…

1. Upon receipt of an application for approval of a merger and of the supporting items required by section 524.1402, subsection 3 , the superintendent shall conduct such investigation as the superintendent deems necessary to ascertain the following: a. The articles of merger and …

If applicable state or federal laws require the approval of the merger by a federal or state agency, the superintendent may withhold delivery of the approved articles of merger until the superintendent receives notice of the decision of such agency. If the final approval of the a…

1. The merger is effective upon the filing of the articles of merger with the secretary of state, or at any later date and time as specified in the articles of merger. The certificate of merger is conclusive evidence of the performance of all conditions precedent to the merger, a…

1. A shareholder of a state bank, which is a party to a proposed plan of merger which will result in a state bank subject to this chapter , who objects to the plan of merger is entitled to appraisal rights as provided in chapter 490, subchapter XIII . 2. If a shareholder of a nat…

A state bank owning at least ninety percent of the outstanding shares, of each class, of another corporation or limited liability company which it is authorized to own under this chapter may merge the other corporation or limited liability company into itself without approval by …

A national bank or federal savings association, an out-of-state bank, or a state or federally chartered credit union may, subject to the provisions of this chapter , convert into a state bank upon authorization by and compliance with the laws of the United States, adoption of a p…

A national bank or federal savings association, out-of-state bank, or a state or federally chartered credit union shall make an application to the superintendent for approval of the conversion in a manner prescribed by the superintendent and shall deliver to the superintendent, w…

The articles of conversion shall be signed by two duly authorized officers of the national bank or federal savings association, out-of-state bank, or state or federally chartered credit union, and shall contain all of the following: 1. The name of the national bank or federal sav…

1. Upon acceptance for processing of an application for approval of a conversion, the superintendent shall conduct such investigation as the superintendent deems necessary to ascertain the following: a. The articles of conversion and supporting items satisfy the requirements of t…

The receipt of the approved articles of conversion by the secretary of state constitutes filing of the articles of conversion with that office. [C54, 58, 62, 66, §528B.6; C71, 73, 75, 77, 79, 81, §524.1414 ] 95 Acts, ch 148, §119 ; 2022 Acts, ch 1062, §129

1. The conversion is effective upon the filing of the articles of conversion with the secretary of state, or at any later date and time as specified in the articles of conversion. The acknowledgment of filing is conclusive evidence of the performance of all conditions required by…

1. A state bank may convert into a national bank or federal savings association by compliance with the laws of the United States, and adoption of a plan of conversion by the affirmative vote of at least a majority of its directors and the holders of two-thirds of each class of it…

1. A shareholder of a state bank that converts into a national bank or federal savings association who objects to the plan of conversion is entitled to appraisal rights as provided in chapter 490, subchapter XIII . 2. If a shareholder of a national bank, federal savings associati…

The provisions of section 524.1009 apply to a resulting state or national bank or federal savings association after a conversion with the same effect as though the state or national bank or federal savings association were a party to a plan of merger, and the conversion were a me…

If a merger or conversion results in a state bank subject to the provisions of this chapter , the resulting state bank, after the effective date of the merger or conversion, shall be subject to the provisions of sections 524.1201 and 524.1203 relating to the bank offices. [C71, 7…

If a merger or conversion results in a state bank subject to the provisions of this chapter , and the resulting state bank has assets which do not conform with the provisions of this chapter , the superintendent may allow the resulting state bank a reasonable time to conform with…

1. A mutual corporation, a mutual holding company, a federal mutual association, or a federal mutual holding company, subject to the provisions of this chapter , may convert into a stock corporation that is either a state bank or a state bank mutual bank holding company upon appr…

Within thirty days after an application for conversion has been accepted for processing, the mutual corporation, mutual holding company, federal mutual association, or federal mutual holding company shall publish a notice of the delivery of the articles of conversion to the super…

A state bank, with the approval of the superintendent and in the manner provided in this chapter , may amend its articles of incorporation in order to make any change in the articles of incorporation so long as the articles of incorporation as amended contain only provisions as m…

1. An amendment of the articles of incorporation shall be proposed by adoption of a resolution by the board of directors, directing that it be submitted to a vote at a meeting of shareholders called in the manner required by section 524.533 . 2. The resolution proposing an amendm…

1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment if the amendment would do any of the following: a. Increase or decrease the aggregate number of authorized shares of the class. b. Increase or decrease the …

1. Upon the adoption of an amendment, articles of amendment shall be prepared on forms prescribed by the superintendent, signed by two duly authorized officers of the state bank and shall contain: a. The name of the state bank. b. The location of its principal place of business. …

1. Upon receipt of the articles of amendment the superintendent shall conduct such investigation as the superintendent may deem necessary to determine whether the articles of amendment satisfy the requirements of section 524.1504 and whether the amendment, if effected, will in an…

1. The secretary of state upon the filing of the articles of amendment shall issue a certificate of amendment and send the same to the state bank. 2. Upon the issuance of the certificate of amendment by the secretary of state, the amendment becomes effective and the articles of i…

1. A state bank may at any time restate its articles of incorporation, which may be amended by the restatement, so long as its articles of incorporation as restated contain only such provisions as might be lawfully contained in original articles of incorporation at the time of ma…

A state bank may effect a reverse stock split or similar change in capital structure by renewal, amendment, or restatement of existing articles of incorporation, provided the requirements of the superintendent are satisfied. 95 Acts, ch 148, §132

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the state bank, a proceeding to which the state bank is a party, or the existing rights of persons other than shareholders of the state bank. An amendment changing the …

1. A director, officer, or employee of a state bank or bank holding company who willfully violates any of the provisions of section 524.612, subsection 2 ; section 524.613 ; section 524.706, subsection 1 , insofar as such subsection incorporates section 524.612, subsection 2; or …

The superintendent may impose a penalty on a state bank of up to one thousand dollars for each day: 1. That it holds investments for its own account in bonds or securities in violation of section 524.901 . 2. On which it accepts and holds drafts in violation of section 524.903 . …

1. Any person who willfully engages in the business of receiving money for deposit or transacts the business generally done by banks, or who willfully establishes a place of business for such purposes, in violation of section 524.107, subsection 1 , shall be guilty of a serious m…

1. Any person whose duty it is to make statements or file reports as may be required by this chapter , and who willfully neglects or refuses to perform such duty, shall be guilty of a simple misdemeanor. 2. A state bank which fails to furnish to the superintendent the statement o…

1. Any director, officer, or employee of a state bank who shall knowingly subscribe or make any false statements or false entries in the books, records, or memoranda of a state bank, or knowingly subscribe or exhibit false papers with intent to deceive any person authorized to ex…

A state bank shall not publish, disseminate, or distribute any advertising or notice containing any false, misleading, or deceptive statements concerning the rates, terms, or conditions on which loans are made or deposits are received, any charge which the state bank is authorize…

1. For the purposes of this section , unless the context otherwise requires: a. “Financial institution” means a financial institution as defined in 18 U.S.C. §20. b. “Mortgage banker” means a person who makes or originates mortgage loans on real property located in this state. c.…

If a state bank shall accept any deposit or renew any certificate of deposit in violation of section 524.805, subsection 4 , any officer or employee knowing of such insolvency who willfully receives, accepts or renews or is accessory to or otherwise knowingly permits such accepta…