524.1309 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 thissection, continue as a corporation subject to chapter 490. 1. A state bank that has commenced business may propose to voluntarily cease to carry on the business of banking and become a corporation subject to chapter 490 upon the affirmativevote of the holders of at least a majority of the shares entitled to vote on such proposal,adopting a plan involving both a provision for acquisition of its assets and assumption ofits liabilities by another state bank, national bank, or other financial institution insured bythe federal deposit insurance corporation, and a provision for continuance of its businessif acquisition of its assets and assumption of its liabilities is not effected, or any other planproviding for the cessation of banking business and the payment of its liabilities. 2. The application to the superintendent for approval of a plan described in subsection 1 shall be treated by the superintendent in the same manner as an application for approvalof a plan of ilities. 2. The application to the superintendent for approval of a plan described in subsection 1 shall be treated by the superintendent in the same manner as an application for approvalof a plan of dissolution under section 524.1303, subsection 2, and shall be subject to section524.1305, subsections 8 and 9. 3. Immediately upon adoption and approval of a plan to voluntarily cease to carry on the business of banking and become a corporation subject to chapter 490, the state bankshall submit an application for the required approval by the superintendent in the mannerprescribed by the superintendent. As part of this application, the state bank shall deliver tothe superintendent a plan to cease the business of banking and become a corporation subjectto chapter 490 which shall be signed by two of its duly authorized officers and shall containthe name of the state bank, the post office address of its principal place of business, the nameand address of its officers and directors, the number of shares entitled to vote on the plan andthe number of shares voted for or against the plan, respectively, the nature of the business tobe conducted by the corporation under chapter 490, and the ber of shares entitled to vote on the plan andthe number of shares voted for or against the plan, respectively, the nature of the business tobe conducted by the corporation under chapter 490, and the general nature of the assets tobe held by the corporation or company. As part of the application, the state bank shall alsodeliver to the superintendent articles of intent to be subject to chapter 490, together with theapplicable filing fees, which shall set forth that the state bank has complied with this section,that it intends to cease to carry on the business of banking, and the information required bysection 490.202 relative to the contents of articles of incorporation under chapter 490. 4. Upon approval of the plan by the superintendent, the state bank shall immediately surrender to the superintendent its authorization to do business as a bank and shall ceaseto accept deposits and carry on the banking business except insofar as may be necessary forit to complete the settlement of its affairs as a state bank in accordance with subsection 5.Upon request, the superintendent shall expressly revoke the state bank’s authorization to dobusiness and return the physical copy of such f its affairs as a state bank in accordance with subsection 5.Upon request, the superintendent shall expressly revoke the state bank’s authorization to dobusiness and return the physical copy of such state bank’s authorization to do business in amanner clearly indicating that the authorization has been revoked. 5. The board of directors has full power to complete the settlement of the affairs of the state bank. Within thirty days after approval by the superintendent of the plan to cease thebusiness of banking and become a corporation subject to chapter 490 the state bank shallgive notice of its intent to persons identified in section 524.1305, subsection 3, in the mannerprovided for in that subsection. In completing the settlement of its affairs as a state bank, thestate bank shall also follow the procedure prescribed in section 524.1305, subsections 4, 5,and 6. 6. If the superintendent finds that the state bank has complied with all requirements of this section and that the articles of intent to be subject to chapter 490 satisfy the requirementsof this section, the superintendent shall deliver them to the secretary of state for filing in thesecretary of state’s office. 7. ticles of intent to be subject to chapter 490 satisfy the requirementsof this section, the superintendent shall deliver them to the secretary of state for filing in thesecretary of state’s office. 7. Upon the filing of the articles of intent to be subject to chapter 490, the state bank shall immediately cease to be a state bank subject to this chapter, and shall immediately ceaseto have the powers of a state bank subject to this chapter and shall become a corporationsubject to chapter 490. The secretary of state shall issue a certificate as to the filing of thearticles of intent to be subject to chapter 490 and send the certificate to the corporation orits representative. The articles of intent to be subject to chapter 490 shall be the articlesof incorporation of the corporation. The provisions of chapter 490 becoming applicable to Sat Dec 23 01:23:22 2023 Iowa Code 2024, Section 524.1309 (34, 0) §524.1309, BANKS 2 a corporation formerly doing business as a state bank shall not affect any right accrued orestablished, or liability or penalty incurred under this chapter prior to the filing with thesecretary of state of the articles of intent to be subject to chapter 490. 8. t affect any right accrued orestablished, or liability or penalty incurred under this chapter prior to the filing with thesecretary of state of the articles of intent to be subject to chapter 490. 8. A shareholder of a state bank who objects to adoption by the state bank of a plan to cease to carry on the business of banking and to continue as a corporation subject to chapter490 is entitled to appraisal rights provided for in chapter 490, subchapter XIII. 9. A state bank, at any time prior to the approval of the articles of intent to become subject to chapter 490, may revoke the proceedings in the manner prescribed by section 524.1306. [C71, 73, 75, 77, 79, 81, §524.1309]90 Acts, ch 1205, §43; 95 Acts, ch 148, §104 – 106; 2002 Acts, ch 1154, §114, 125; 2004 Acts, ch 1141, §69; 2005 Acts, ch 19, §111; 2008 Acts, ch 1162, §149, 150, 154, 155; 2019 Acts, ch24, §104; 2020 Acts, ch 1063, §302; 2022 Acts, ch 1062, §113 Sat Dec 23 01:23:22 2023 Iowa Code 2024, Section 524.1309 (34, 0)
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