{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-381.63a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-381.63a","heading":"Purchase and sale of assets and business of","body":"association - Authorization and approval - Assumption of\n\ncertificates of deposit - Transfer of fiduciary positions.\n\nA. Any association may sell to any other association, federal\n\nassociation, national banking association or Oklahoma-chartered bank\n\nall, or substantially all, of the selling association's assets and\n\nbusiness, or all, or substantially all, of the assets and business\n\nof any department or branch of the selling association.\n\nB. Any association, upon assuming the liabilities relating\n\nthereto, may purchase all, or substantially all, of the assets and\n\nbusiness of another association, federal association, national\n\nbanking association or Oklahoma-chartered bank, or all, or\n\nsubstantially all, of the assets and business of any department or\n\nbranch of the selling institution.\n\nC. The agreement of purchase and sale shall be authorized and\n\napproved by the boards of directors of the purchasing and selling\n\ninstitutions, and authorized and approved by the vote of a majority\n\nof the stockholders of the purchasing and selling institutions, or\n\nby a majority vote of the total number of votes of the members\n\npresent in person or by proxy, in the case of mutual associations or\n\nmutual federal associations, at meetings called for the purpose and\n\nshall be filed with the State Banking Commissioner accompanied by\n\nevidence of such stockholders' or members' approval in like manner\n\nas plans of merger are filed. Copies of the agreement of purchase\n\nand sale shall be filed with and subject to the approval of the\n\nCommissioner, together with a fee for review of the transaction as\n\nrequired by rule of the Commissioner, and shall be accompanied by\n\nevidence of approval of such stockholders or members thereof in like\n\nmanner as agreements of merger are filed. After such approval is\n\ngiven by the stockholders or members, a notice of such sale shall be\n\npublished once a week for two (2) successive weeks in a newspaper of\n\ngeneral circulation in the county in which the selling institution\n\nhas its main office. Proof of such publication shall be filed with\n\nthe Commissioner. The Commissioner may permit the requirement for\n\npublication of notice to be satisfied after the purchase and sale\n\nbecomes effective if the Commissioner determines that:\n\n1. The selling institution is solvent, but either is close to\n\ninsolvency or is experiencing a run on deposits;\n\n2. The terms of the agreement of purchase and sale are\n\nessentially fair to the selling institution; and\n\n3. The selling institution will remain solvent after the\n\npurchase and sale.\n\nD. Any deposit account which is unconditionally assumed by the\n\npurchasing association pursuant to an agreement approved by the\n\nCommissioner, and which, after a depositor's preexisting accounts at\n\nthe purchasing institution are added to the accounts assumed from\n\nthe selling institution, is fully covered by the Federal Deposit\n\nInsurance Corporation insurance limits at the purchasing\n\ninstitution, shall cease to be an obligation of the selling\n\ninstitution after the purchase and sale becomes effective.\n\nNotwithstanding any term of the purchase and sale agreement or of\n\nthe contract of deposit, a deposit account or other creditor's\n\naccount shall be deemed to be only conditionally assumed by the\n\npurchasing institution if:\n\n1. The amount of preexisting deposit accounts of a depositor at\n\nthe purchasing institution, together with accounts of that depositor\n\nwhich are assumed from the selling institution, would exceed the\n\nFederal Deposit Insurance Corporation insurance limits of such\n\npurchasing institution; or\n\n2. Claims of a depositor or other creditor against a selling\n\ninstitution and loans of a depositor from the selling institution\n\nare not simultaneously assumed by the purchasing institution so as\n\nto preserve a right of set-off. Any depositor or creditor of the\n\nselling institution whose business is conditionally sold has the\nurance Corporation insurance limits of such\n\npurchasing institution; or\n\n2. Claims of a depositor or other creditor against a selling\n\ninstitution and loans of a depositor from the selling institution\n\nare not simultaneously assumed by the purchasing institution so as\n\nto preserve a right of set-off. Any depositor or creditor of the\n\nselling institution whose business is conditionally sold has the\n\nright, after such sale:\n\na. upon payment of any indebtedness owing by the\n\ndepositor to the selling institution, to withdraw the\n\ndeposit in full from the selling institution on\n\ndemand, unless by dealing with the purchasing\n\ninstitution with knowledge of the purchase the\n\ndepositor ratifies the transfer, or\n\nb. to exercise the right to set-off of the depositor,\n\nunless by dealing with the purchasing institution with\n\nknowledge of the purchase the depositor ratifies the\n\ntransfer.\n\nE. The agreement of sale may provide for the transfer to the\n\npurchasing institution of all fiduciary positions held by the\n\nselling institution subject to the right of the district court of\n\nthe county in which the selling institution is situated, on petition\n\nof any interested party, to appoint another or succeeding fiduciary\n\nto the positions so transferred. However, the provisions of the\n\ninstrument creating the fiduciary position shall control such\n\nsuccession, if it so provides therein. Until such court appoints\n\nanother or succeeding fiduciary, the purchasing institution shall,\n\nif it has qualified, exercise any fiduciary function vested in the\n\nselling institution and the manner of succession of trust powers and\n\nsuccessor trustees shall follow the same procedure as set out in\n\nsubsection F of Section 1109 of Title 6 of the Oklahoma Statutes.\n\nF. Except as provided for in subsection D of this section, no\n\nright against or obligation of the selling institution in respect of\n\nthe assets or business sold shall be released or impaired by the\n\nsale until one (1) year from the last date of publication of the\n\nnotice pursuant to subsection C of this section, but after the\n\nexpiration of such year no action can be brought against the selling\n\ninstitution on account of any deposit, obligation, trust or asset\n\ntransferred to or liability assumed by the purchasing association.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"3ea998623079cf3a9b821cad5ab5c864ac84b7f4ac3243e181f4022b4c7c926e","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-381.62","next":"us-ok/okla.-stat.-tit.-18-18-381.64"},"notice":"GroundRules: Original legal text. Not legal advice."}