{"data":{"id":"us-ky/krs-286.3-172","jurisdiction":"us-ky","citation":"KRS 286.3-172","heading":"Conditions of and procedure for conversion of national banking","body":"association to state bank or merger or consolidation with state bank.\n(1) A national banking association may convert into, or merge or consolidate with, a\nstate bank under a state charter in the manner provided by federal law.\n(2) In the case of each conversion:\n(a) A written plan of conversion shall be submitted to the commissioner;\n(b) The conversion plan shall:\n1. Be in a form satisfactory to the commissioner;\n2. Prescribe the  terms and conditions of the conversion and the mode of\ncarrying it into effect; and\n3. Include:\na. The proposed articles of incorporation of the state bank that is to\nresult from the conversion, which shall be in the form prescribed\nby law for the organiz ation of state banks, with variations, if any,\nas are satisfactory to the commissioner; and\nb. A certificate of the president, secretary, or cashier of the national\nbanking association certifying that all steps have been taken which\nare necessary under federal law for the conversion;\n(c) The commissioner shall approve or disapprove a conversion plan  within sixty\n(60) days of the plan's submission;\n(d) In considering the approval or disapproval of a conversion plan, the\ncommissioner shall take into account:\n1. Whether there are any significant supervisory or compliance concerns\nthat exist with respect  to the national banking association or any officer\nor director of the association;\n2. The performance of the converting national banking association for the\nfive (5) years preceding the application for conversion as compared to\nsimilarly situated state banks; and\n3. The proposed name of the bank after conversion which shall not be the\nsame as or deceptively similar to any existing state bank;\n(e) The commissioner shall approve or disapprove a conversion plan in writing,\nwhich shall be sent to the applicant  and filed in the office of the\ncommissioner; and\n(f) After a conversion plan has been approved in writing and filed in the office of\nthe commissioner, the conversion shall become effective upon the filing and\nrecording of the articles of incorporation, as  provided in KRS 286.3 -050,\nunless a later date is specified in the plan, in which event the conversion shall\nbecome effective upon the later date.\n(3) In the case of each merger or consolidation:\n(a) A written plan of merger or consolidation shall be subm itted to the\ncommissioner;\n(b) The merger or consolidation plan shall:\n1. Be in a form satisfactory to the commissioner;\n2. Prescribe the terms and conditions of the merger or consolidation and\nthe mode of carrying it into effect;\n3. Provide the name to be borne by the state bank, as receiving corporation,\nif the state bank's name is to be changed;\n4. Either:\na. Name the persons who will constitute the first board of directors of\nthe state bank after the merger or consolidation; or\nb. Provide for:\ni. Conducting the affairs of the state bank until a meeting of the\nstockholders to elect the first board of directors of the state\nbank after the merger or consolidation occurs; and\nii. A stockholder meeting to elect the first board of directors,\nwhich shall occur within sixty (60) days after the merger or\nconsolidation; and\n5. Include:\na. By the national banking association, a certificate of the president,\nsecretary, or cashier of the association certifying that all steps have\nbeen taken which are necessary under f ederal law for the merger\nor consolidation; and\nb. By the state bank, a certificate of the president, secretary, or\ncashier of the bank certifying that the plan:\ni. Has been approved by the board of directors of the state bank\nby a majority vote of all the members thereof;\nii. Has been submitted to the stockholders of the state bank at a\nmeeting held, upon notice of at least fifteen (15) days\nspecifying the time and place and object of the meeting and\naddressed to each stockholder at the address appearing u pon\nthe books of the state bank and published pursuant to KRS\nChapter 424; and\niii. Has been approved by the vote of at least two -thirds (2/3) of\nthe stockholders of the state bank;\n(c) The first board of directors of the state bank after the merger or consolidation\nshall be in accordance with the provisions of this subtitle relating to the\nnumber and qualifications of directors of a state bank;\n(d) The commissioner shall approve or disap prove a plan of merger or\nconsolidation:\n1. Within sixty (60) days of the plan's submission; and\n2. In writing, which shall be sent to the applicant and filed in the office of\nthe commissioner; and\n(e) A merger or consolidation shall become effective upon the filing of an\napproval of the merger or consolidation plan in the office of the\ncommissioner, unless a later date is specified in the plan, in which event the\nmerger or consolidation shall become effective upon the later date.\n(4) If the commissioner disapproves a conversion, merger, or consolidation plan:\n(a) The commissioner shall state the reasons for disapproval in the filing made\nunder this section; and\n(b) The applicant or applicants seeking conversion, merger, or consolidation shall\nhave a right of appeal as permitted by law.\n(5) At the time when a conversion, merger, or consolidation becomes effective:\n(a) The resulting state bank shall be considered the same business and corporate\nentity as the national banking association, although as to rights,  powers, and\nduties, the resulting bank is a state bank;\n(b) All of the property, rights, and powers and franchises of the national banking\nassociation shall vest in the resulting state bank and the resulting state bank\nshall be subject to and deemed to ha ve assumed all of the debts, liabilities,\nobligations, and duties of the national banking association and to have\nsucceeded to all of its relationships, fiduciary or otherwise, as fully and to the\nsame extent as if the national banking association's proper ty, rights, powers,\nfranchises, debts, liabilities, obligations, duties, and relationships had been\noriginally acquired, incurred, or entered into by the resulting state bank,\nexcept the resulting state bank shall not, through the conversion, merger, or\nconsolidation, acquire the power to engage in any business or to exercise any\nright, privilege, or franchise that is not conferred by the provisions of Subtitle\n3 of KRS Chapter 286 upon the resulting state bank;\n(c) Any reference to the national banking ass ociation in any contract, will, or\ndocument, whether executed or taking effect before or after the conversion,\nmerger, or consolidation, shall be considered a reference to the resulting state\nbank if not inconsistent with the other provisions of the contra ct, will, or\ndocument; and\n(d) A pending action or other judicial proceeding to which the national banking\nassociation is a party shall not be deemed to have abated or to have\ndiscontinued by reason of the conversion, merger, or consolidation, but may\nbe prosecuted to final judgment, order, or decree in the same manner as if the\nconversion, merger, or consolidation had not been made. The resulting state\nbank may be substituted as a party to any action or proceeding to which the\nnational banking association is a party and any judgment, order, or decree\nmay be rendered for or against the resulting state bank that might have been\nrendered for or against the national banking association if the conversion,\nmerger, or consolidation had not occurred.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=55154","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:10Z","sha256":"23b7bce794f27134ac69ca8f85aa63a0b9d433d3e439f5d5d03b911fbf3ba326","source_id":"us-ky","stale":false,"prev":"us-ky/krs-286.3-170","next":"us-ky/krs-286.3-173"},"notice":"GroundRules: Original legal text. Not legal advice."}