Section 3 AAC 04.540 - Application for merger or consolidation(a) The board of directors of each national bank, state bank, and trust company proposing to merge or consolidate shall jointly or independently submit to the department an application for permission to implement the plan.(b) The application must include (1) an analysis by the entities proposing to merge or consolidate of why the proposed merger or consolidation is in the interest of promoting and maintaining a sound and competitive trust system and the security of trust assets and customers;(2) a copy of the articles of incorporation of the merging or consolidating entities;(3) copies of the resolutions of each entity's board of directors approving the plan of merger or consolidation, or other evidence that necessary corporate approval was obtained;(4) copies of the proposed articles of merger or consolidation; and(5) any additional information requested by the department, and that the department considers necessary to make an informed decision on the proposed merger or consolidation.(c) The department will conduct an investigation of the application. If the department determines that the application meets the requirements of (b) of this section and that approval of the application is consistent with the maintenance or promotion of a safe and sound trust system, the department will issue a public notice of its intent to approve the merger or consolidation and to issue a certificate of merger or consolidation.(d) The department will review any comments in response to the public notice and determine whether the merger or consolidation is consistent with the maintenance or promotion of a safe and sound trust system. Not later than 30 days after the final publication of notice under (c) of this section, the department will determine whether the application meets the requirements of (b) and (c) of this section. If the department approves the application, it will issue a certificate of merger or consolidation, and forward the certificate to the chair or board representative of the surviving or new trust company. The certificate of merger or consolidation becomes effective upon issuance unless the certificate specifies a later effective date. If the certificate specifies a later effective date, the department will not set a date that is later than 15 days after issuance of the certificate.(e) Merger or consolidation has the following effects:(1) the merged or consolidated entities become a single trust company designated in the merger plan as the surviving trust company and in the consolidation plan as the new trust company;(2) the separate identities of the merged or consolidated entities cease to exist and the existence of the surviving or new trust company begins;(3) the surviving or new trust company has the rights, privileges, immunities, and powers and is subject to the duties and liabilities of a trust company under AS 06.26;(4) the surviving or new trust company possesses the rights, privileges, immunities, and franchises, public and private, of the merged or consolidated entities;(5) all real, personal, and mixed property, all debts due, including subscriptions to shares, all choses in action, and every other interest in, belonging to, or due to each of the merged or consolidated entities are transferred to and vested in the surviving or new trust company;(6) the title to or interest in real estate vested in the surviving or new trust company does not revert and is not in any way impaired by a merger or consolidation;(7) the surviving or new trust company is liable for the liabilities and obligations of the merged or consolidated entities;(8) an existing claim or pending action or proceeding by or against the merged or consolidated entities may be prosecuted as if the merger or consolidation has not taken place, or the surviving or new trust company may be substituted in its place;(9) the rights of creditors and any liens upon the property of the merged or consolidated entities are not impaired by the merger or consolidation;(10) the articles of incorporation of the surviving trust company are amended to comply with the merger plan;(11) the articles of consolidation become the original articles of incorporation of the new trust company; and(12) if the net undivided profits are not transferred to stated capital by the issuance of shares or otherwise, the net undivided profits of the merged or consolidated entities available for the payment of dividends immediately before the merger or consolidation, remain available for the payment of dividends by the surviving or new trust company.Eff. 3/29/2008, Register 185; am 12/27/2023, Register 248, January 2024Authority:AS 06.26.650
AS 06.26.660
AS 06.26.900