{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-1109","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-1109","heading":"Sale or purchase of all assets of bank, trust company or","body":"savings association or of department or branch thereof.\n\nA. 1. Any bank or savings association may sell to any other\n\nbank or savings association all, or substantially all, of the\n\nselling institution's assets and business; or all, or substantially\n\nall, of the assets and business of any department or branch of the\n\nselling institution.\n\n2. Any trust company, bank, or savings association may sell to\n\nany other trust company, bank, or savings association all, or\n\nsubstantially all, of the assets and trust business of such trust\n\ncompany, bank, or savings association, or all, or substantially all,\n\nof the assets and business of any department or branch of the\n\nselling trust company, bank, or savings association.\n\nB. 1. Any bank or savings association may, upon assuming the\n\nliabilities relating thereto, purchase all, or substantially all, of\n\nthe assets and business of another bank or savings association, or\n\nall, or substantially all, of the assets and business of any\n\ndepartment or branch of another bank or savings association.\n\n2. Any trust company, bank, or savings association may, subject\n\nto the requirements of subsection E of this section, purchase all,\n\nor substantially all, of the assets and business of another trust\n\ncompany, bank, or savings association, or all, or substantially all,\n\nof the assets and business of any department or branch of another\n\ntrust company, bank, or savings association. If the purchasing or\n\nselling institution is an out-of-state institution, the agreement of\n\npurchase and sale shall be authorized and approved by the board of\n\ndirectors of the institution in accordance with such laws as shall\n\nbe applicable.\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\nbanks, trust companies, or savings associations. If the agreement\n\nof purchase and sale includes the transfer of a majority of the\n\nassets or the transfer of a majority of the deposits of a selling\n\ninstitution, the agreement of purchase and sale shall be authorized\n\nand approved by the vote of a majority of the outstanding shares of\n\nthe selling institution at a meeting called for the purpose in like\n\nmanner as meetings to approve mergers are called pursuant to Section\n\n1104 of this title and the stockholders shall be entitled to dissent\n\nin the same manner as provided in Section 1104 of this title. If\n\nthe agreement of purchase and sale includes the purchase of assets\n\nwhich are greater than fifty percent (50%) of the purchasing\n\ninstitution's assets prior to the purchase, or includes the\n\nassumption of deposits which are greater than fifty percent (50%) of\n\nthe purchasing institution's deposits prior to the purchase, the\n\nagreement of purchase and sale shall be authorized and approved by\n\nthe vote of a majority of the outstanding shares of the purchasing\n\ninstitution at a meeting called for the purpose in like manner as\n\nmeetings to approve mergers are called pursuant to Section 1104 of\n\nthis title and the stockholders shall be entitled to dissent in the\n\nsame manner as provided in Section 1104 of this title. If the\n\nstockholders of an institution are hereby entitled to dissent, they\n\nshall receive notice of their right to dissent along with notice of\n\nthe stockholders' meeting which is to consider the agreement of\n\npurchase and sale, in the same manner as provided in Section 1104 of\n\nthis title with respect to mergers. Copies of the agreement of\n\npurchase and sale shall be filed with and subject to the approval of\n\nthe State Banking Commissioner, together with a fee for review of\n\nthe transaction as required by rule of the Banking Board, and shall\n\nbe accompanied by evidence of such stockholders' approval thereof in\n\nlike manner as agreements of merger are filed.\n\nD. After the approval required by subsection C of this section\n\nis given by the stockholders, a notice of such purchase and sale\nthe approval of\n\nthe State Banking Commissioner, together with a fee for review of\n\nthe transaction as required by rule of the Banking Board, and shall\n\nbe accompanied by evidence of such stockholders' approval thereof in\n\nlike manner as agreements of merger are filed.\n\nD. After the approval required by subsection C of this section\n\nis given by the stockholders, a notice of such purchase and sale\n\nshall be published once a week for two (2) successive weeks in a\n\nnewspaper of general circulation in the county in which the assets\n\nof the selling bank, trust company, or savings association are\n\nlocated if the entity is an Oklahoma institution, and if not, shall\n\nbe published as required by the law of the state where the selling\n\ninstitution is located. Proof of such publication shall be filed\n\nwith the Oklahoma State Banking Department. The Commissioner may\n\npermit the requirement for publication of notice to be satisfied\n\nafter the purchase and sale becomes effective if the Commissioner\n\ndetermines that:\n\n1. The selling bank, trust company, or savings association is\n\nsolvent, but either is close to insolvency or is experiencing a run\n\non deposits;\n\n2. The terms of the agreement of purchase and sale are\n\nessentially fair to the selling bank, trust company, or savings\n\nassociation; and\n\n3. The selling bank, trust company, or savings association will\n\nremain solvent after the purchase and sale.\n\nE. Any deposit account or certificate of deposit which is\n\nunconditionally assumed by the purchasing institution pursuant to an\n\nagreement approved by the Commissioner, and which, after a\n\ndepositor's preexisting accounts at the purchasing institution are\n\nadded to the accounts assumed from the selling institution, is fully\n\ncovered by the FDIC insurance limits at the purchasing institution,\n\nshall cease to be an obligation of the selling institution after the\n\npurchase and sale becomes effective. Notwithstanding any term of\n\nthe purchase and sale agreement or of the contract of deposit, a\n\ndeposit account, certificate of deposit or other creditor's account\n\nshall be deemed to be only conditionally assumed by the purchasing\n\ninstitution if:\n\n1. The amount of the preexisting accounts of the depositor at\n\nthe purchasing institution, together with the accounts of such\n\ndepositor which are assumed from the selling institution, would\n\nexceed the FDIC insurance limits of the purchasing institution; or\n\n2. The claims of a depositor or other creditor against a\n\nselling institution and the loans of the depositor or other creditor\n\nfrom the selling institution are not simultaneously assumed by the\n\npurchasing institution so as to preserve a right of set-off. Any\n\ndepositor or creditor of the selling institution whose business is\n\nconditionally sold has the right, after such sale:\n\na. upon payment of any indebtedness owing by the\n\ndepositor or creditor to the selling institution, to\n\nwithdraw the deposit of the depositor or creditor in\n\nfull from the selling institution on demand, or\n\nb. to exercise the right of set-off of such depositor or\n\ncreditor.\n\n3. Notwithstanding the preceding language of paragraphs 1 and 2\n\nof this subsection, after a person deals with the purchasing\n\ninstitution with knowledge of the purchase, such person's deposit or\n\naccount shall no longer be deemed to be only conditionally assumed.\n\nF. 1. The agreement of sale may provide for the transfer to\n\nthe purchasing institution of all fiduciary positions held by the\n\nselling institution. The purchasing institution shall enjoy all\n\nsuch positions and all rights, property, franchises, and interests,\n\nincluding any and all fiduciary positions to and for which the\n\nselling institution may have been appointed, nominated, or\n\ndesignated by any will, agreement, conveyance, or otherwise, whether\n\nor not such position is in effect at the time of the substitution,\nthe\n\nselling institution. The purchasing institution shall enjoy all\n\nsuch positions and all rights, property, franchises, and interests,\n\nincluding any and all fiduciary positions to and for which the\n\nselling institution may have been appointed, nominated, or\n\ndesignated by any will, agreement, conveyance, or otherwise, whether\n\nor not such position is in effect at the time of the substitution,\n\nin the same manner and to the same extent as all such positions were\n\nheld and enjoyed by the selling institution.\n\n2. The selling and purchasing institutions shall jointly file a\n\npetition with the district court of the county in which the main\n\noffice of the selling institution is situated requesting that the\n\npurchasing institution be substituted, except as may be expressly\n\nexcluded in such petition, in every fiduciary position of the\n\nselling institution. Such petition need not designate the fiduciary\n\npositions in which the requested substitution is to be made.\n\n3. Upon the filing of such petition, the court shall enter an\n\norder setting the petition for hearing and shall direct that notice\n\nof the hearing be given in the manner provided in this subsection or\n\nin the manner required by the law of the state where the selling\n\ninstitution is located if it is an out-of-state institution.\n\n4. A copy of the order provided for in paragraph 3 of this\n\nsubsection shall be published once a week for two (2) successive\n\nweeks in a newspaper of general circulation to be designated by the\n\ncourt and published in the county in which the petition was filed.\n\nIf there is no newspaper published in such county, publication shall\n\nbe made in a newspaper of general circulation in the State of\n\nOklahoma designated by the court. Proof of publication shall be\n\nmade in the same manner as proof of publication of summons is made.\n\n5. The filing of such petition and the making and entering of\n\nsuch order and the giving of notice of such order as required by\n\nthis subsection gives the court full jurisdiction of the trusts and\n\nall parties interested therein. The court having jurisdiction in\n\nsuch matter shall require the selling institution to mail, by\n\nregistered mail postage prepaid, a copy of such order to each living\n\ntrustor of all private trusts in which such institution is trustee\n\nor to the then directly participating beneficiaries of all private\n\ntrusts in which there is no living trustor. Such notice shall be\n\nmailed to the last-known address of each such trustor or\n\nparticipating beneficiary as shown by or as may be ascertained by\n\nreasonably diligent efforts from the records of such institution.\n\nProof of mailing shall be in such form as the court shall require.\n\n6. The district court shall enter a single order substituting\n\nthe purchasing institution in every fiduciary position to and for\n\nwhich the selling institution may have been appointed, nominated, or\n\ndesignated by any will, agreement, conveyance, or otherwise, whether\n\nor not such position is in effect at the time of the substitution,\n\nexcept as may be otherwise specified in such order, upon its finding\n\nas follows:\n\na. notice of hearing the petition has been given as\n\nrequired by this subsection,\n\nb. the purchasing institution is duly authorized to\n\nexercise trust and fiduciary powers in Oklahoma,\n\nc. the selling and purchasing institutions are not\n\ndirectly or indirectly owned or controlled by the same\n\nholding company or multibank holding company, or, if\n\nthe selling and purchasing institutions are directly\n\nor indirectly owned or controlled by the same holding\n\ncompany or multibank holding company, then the\n\npurchasing institution shall assume all trust\n\nliabilities of the selling institution, and\n\nd. such sale or transfer was not made in order to avoid\n\nany liability incurred by the selling institution.\n\n7. Upon entry of such order, the purchasing institution shall,\nhasing institutions are directly\n\nor indirectly owned or controlled by the same holding\n\ncompany or multibank holding company, then the\n\npurchasing institution shall assume all trust\n\nliabilities of the selling institution, and\n\nd. such sale or transfer was not made in order to avoid\n\nany liability incurred by the selling institution.\n\n7. Upon entry of such order, the purchasing institution shall,\n\nwithout further act, be substituted in every such fiduciary\n\nposition, and such substitution may be evidenced by filing a\n\ncertified copy of the order with the clerk of any district court in\n\nthis state.\n\n8. Notwithstanding the foregoing provisions of this subsection,\n\nthe provisions of the instrument creating each fiduciary position\n\nsubject to the agreement of sale shall control such succession, if\n\nsuch instrument so provides.\n\nG. Except as provided for in subsection E 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 D or F 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 institution.\n\nH. This section shall be applicable to any bank, trust company,\n\nor savings association, regardless of whether its main office or\n\ncharter is located within this state or elsewhere.","path":["OK Code","Title 6"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os6.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"2016ef5873022a326790b24ce9e9ea5862e74cb89bf885b6fabbc7b907c696fa","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-1108","next":"us-ok/okla.-stat.-tit.-6-6-1109.1"},"notice":"GroundRules: Original legal text. Not legal advice."}