Effective 28 Aug 1995

362.330. Bank may sell whole or any part of its assets or business — procedure. — 1. Any bank or trust company doing a banking business may sell the whole or any part of the assets or business or the whole or any part of the business of its banking department to any other bank or trust company, state or national or to any association; provided, that the sale shall in nowise impair, defeat or defraud any creditor of the bank or trust company.

2. No state bank or trust company shall enter into the sale or purchase as seller, except after obtaining the consent of the stockholders of record holding at least two-thirds of the outstanding capital stock, except where the sale shall, in the opinion of the director of finance, be deemed a public necessity or advantage. The consent may be expressed either in writing executed and acknowledged by the stockholders or by a vote at a stockholders' meeting called for that purpose, notice of which shall be given by mailing notice thereof to each stockholder of record at the stockholder's last known address as shown by the records of the bank or trust company, at least twenty days prior to the meeting. The notice shall state the time and place of holding of the meeting and a brief and concise statement of the objects and purposes thereof.

3. No sale or purchase shall be made without the consent of the director of finance. The director of finance may, before granting the director's consent thereto, cause an examination to be made of each of the associations, banks or trust companies involved, the expense of which shall be paid by the associations, banks or trust companies and shall not exceed fifteen dollars per day for each examiner and the actual expense incurred while making the examination.

4. The director of finance shall, before granting the director's consent, require each of the associations, banks or trust companies to file certified copies of all proceedings of its directors' and stockholders' meetings relating to the transaction, showing a full compliance with the requirements of this section, and also copies of any agreement or agreements which may have been entered into between the associations, banks or trust companies; and all sales and transfers of assets made under the provisions of this section shall be valid notwithstanding the provisions of section 361.330. As used in this section, the term "association" has the same meaning as provided in subdivision (3) of section 369.014.

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(RSMo 1939 § 7974, A.L. 1951 p. 294, A.L. 1967 p. 445, A.L. 1995 H.B. 63, et al.)

Prior revision: 1929 § 5379

CROSS REFERENCE:

Corporation not to make assignment of assets, 361.330