32-1-371. Consolidation or merger of banks. (1) (a) Any two or more banks doing business in this state may, with the approval of the department in the case of a resulting state bank, consolidate or merge into one bank, on terms and conditions lawfully agreed upon by a majority of the board of directors of each bank proposing to consolidate or merge. Except as otherwise expressly provided in this chapter, the consolidation or merger of a state bank is governed by Title 35, chapter 1.
     (b) A bank organized under the laws of this state may, with the approval of the department in the case of a resulting bank, consolidate or merge with a savings association located in this state and may, upon the consolidation or merger, maintain the branch banks and other offices previously maintained by both the bank and the savings association.
     (2) Upon consolidation or merger, the corporate franchise, the corporate life, being, and existence, and the corporate rights, powers, duties, privileges, franchises, and obligations, including the rights, powers, duties, privileges, and obligations as trustee, executor, administrator, and guardian and every right, power, duty, privilege, and obligation as fiduciary, together with title to every species of property, real, personal, and mixed, of the consolidating or merging banks, are, without the necessity of any instrument of transfer, consolidated or merged and continued in and held, enjoyed, and assumed by the resulting bank. The resulting bank has the right equal with any other applicant to appointment by the courts to the offices of executor, administrator, guardian, or trustee under any will or other instrument made prior to the consolidation or merger and by which will or instrument the consolidating or merging bank was nominated by the maker to the office.
     (3) Upon consolidation or merger, the resulting bank shall designate and operate one of the prior main banking houses of the consolidating or 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 consolidating or merging banks as a branch bank.
     (4) (a) Upon consolidation or merger, the resulting bank may:
     (i) maintain the branch banks and other offices previously maintained by the consolidating or merging banks; and
     (ii) establish, acquire, or operate additional branch banks at any location where any bank involved in the consolidation or 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 consolidation or merger.
     (b) A resulting bank that intends to establish, acquire, or operate a branch bank pursuant to subsection (4)(a) that is organized under the laws of this state 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 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 pursuant to subsection (4)(a) within this state. The copies must be filed with the department within 5 days of their filing with the federal or other state agency.
     (5) Upon consolidation or merger, the resulting bank, including all depository institutions that are affiliates of the resulting bank, may not directly or indirectly control more than 22% 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.