32-1-371. Merger of banks. (1) (a) Any two or more banks doing business in this state may, with the approval of the department if any merger party is a bank organized under the laws of this state, merge into one bank, on terms and conditions lawfully agreed upon by a majority of the board of directors of each bank proposing to merge. Except as otherwise expressly provided in this chapter, a merger under this subsection (1) is governed by Title 35, chapter 1, if the resulting bank is organized under the laws of this state.

(b) A bank organized under the laws of this state may, with the approval of the department in the case of a resulting bank, merge with a savings association located in this state and may, upon the merger, maintain the branch banks and other offices previously maintained by both the bank and the savings association.

(2) Upon merger:

(a) each bank merger party merges into the resulting bank and the separate existence of every merger party except the resulting bank ceases;

(b) title to all real, personal, and mixed property owned by each merger party is vested in the resulting bank without reversion or impairment and without the necessity of any instrument of transfer;

(c) the resulting bank has all of the liabilities, duties, and obligations of each merger party, including obligations as fiduciary, personal representative, administrator, trustee, or guardian; and

(d) the resulting bank has all of the rights, powers, and privileges of each merger party, including appointment to the office of personal representative, administrator, trustee, or guardian under any will or other instrument made prior to the merger and in which a merger party was nominated to the office by the maker of the will or other instrument.

(3) Upon merger, the resulting bank shall designate and operate one of the prior main banking houses of the merging banks as its main banking house and the bank may maintain and continue to operate the main banking houses of each of the other merging banks as a branch bank.

(4) (a) Upon merger, the resulting bank may:

(i) maintain the branch banks and other offices previously maintained by the merging banks; and

(ii) establish, acquire, or operate additional branch banks at any location where any bank involved in the merger could have established, acquired, or operated a branch bank under applicable federal or state law if that bank had not been a party to the merger.

(b) A resulting bank organized under the laws of this state that intends to establish, acquire, or operate a branch bank under subsection (4)(a)(ii) must receive prior approval from the department as provided for in 32-1-372, whether or not the branch bank is to be located within or outside this state.

(c) A resulting bank organized under federal law or the laws of another state shall simultaneously provide the department with copies of all applications or notices filed with any federal or other state regulatory agency seeking to establish, acquire, or operate a branch bank under subsection (4)(a)(ii) within this state.

(5) Upon merger, the resulting bank, including all depository institutions that are affiliates of the resulting bank, may not directly or indirectly control more than 30% of the total amount of deposits of insured depository institutions and credit unions located in this state.

History: En. Sec. 94, Ch. 89, L. 1927; amd. Sec. 1, Ch. 108, L. 1931; re-en. Sec. 6014.105, R.C.M. 1935; amd. Sec. 171, Ch. 431, L. 1975; amd. Sec. 19, Ch. 71, L. 1977; R.C.M. 1947, 5-1021; amd. Sec. 4, Ch. 322, L. 1989; amd. Sec. 4, Ch. 265, L. 1995; amd. Sec. 9, Ch. 117, L. 1997; amd. Sec. 1, Ch. 15, L. 2005; amd. Sec. 4, Ch. 49, L. 2013; amd. Sec. 18, Ch. 75, L. 2019.