(a) A federal credit union or an out-of-state credit union may convert into a Connecticut credit union by (1) complying with all federal requirements or requirements of the chartering state for conversion; (2) filing with the commissioner proof of such compliance; and (3) filing with the commissioner an application which shall include: (A) A plan of conversion and a copy of the governing board's resolution adopting the plan of conversion, (B) a three-year business plan, including pro forma financial statements, (C) a copy of the proposed certificate of incorporation signed by the proposed directors and a copy of the proposed bylaws, (D) information addressing the determinations contained in subsection (b) of this section, and (E) any additional information as the commissioner may require.

(b) When the commissioner has been satisfied that all of the requirements of subsection (a) of this section, and all other requirements of sections 36a-435a to 36a-472a, inclusive, have been complied with, and the commissioner determines that (1) the conversion would serve the economic needs of the proposed field of membership and is in accordance with sound credit union practices, (2) the converting credit union will have the managerial capacity and the financial resources to serve the proposed membership group, (3) the converting credit union has adequate net worth to meet all applicable regulatory requirements, and (4) the programs, policies and procedures of the converting credit union relating to anti-money-laundering activity are adequate, and the converting credit union has a record of compliance with anti-money-laundering laws and regulations, the commissioner shall (A) issue an approval of the conversion, which may contain such conditions as the commissioner may require, and (B) issue a certificate of authority to engage in the business of a Connecticut credit union.

(c) The converting credit union shall promptly file and record the approval, its certificate of incorporation and the certificate of authority with the Secretary of the State. Upon such filing and recording, the federal credit union or out-of-state credit union shall become a Connecticut credit union as of the date it ceases to be a federal credit union or out-of-state credit union. A copy of the converting credit union's certificate of incorporation and the certificate of authority, certified by the Secretary of the State, shall be filed with the commissioner within ten days of the filing of such documents.

(d) The converted Connecticut credit union possesses all of the rights, privileges and powers granted to it by its certificate of incorporation, and all of the assets, business and good will of the converting credit union are transferred to and vested in it without any deed or instrument of conveyance provided the converting credit union may execute any deed or instrument of conveyance as is convenient to confirm such transfer. The converted credit union is subject to all of the duties, relations, obligations, trusts and liabilities of the converting credit union, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if the converted credit union had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights of creditors of the converting credit union and all liens upon the property of such credit union are preserved unimpaired and the converted institution is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting credit union and whether made or created to take effect prior to or after the conversion.

(e) Within ninety days of conversion, the Connecticut credit union shall record a certificate, signed by any two officers stating that the conversion is effective, in the office of the town clerk in each town in this state where the Connecticut credit union owns real property.

(P.A. 02-73, S. 69; P.A. 03-84, S. 71; 03-259, S. 26.)

History: P.A. 03-84 changed “Commissioner of Banking” to “commissioner”, effective June 3, 2003; P.A. 03-259 added Subsec. (b)(4) re anti-money-laundering activity and compliance.