Senate Bill No. 424
(By Senators Minard and Jenkins)
[Passed April 9, 2009; in effect ninety days from passage.]
AN ACT to amend and reenact §31A-4A-1, §31A-4A-2, §31A-4A-3 and
§31A-4A-4 of the Code of West Virginia, 1931, as amended, all
relating to the conversion of banks and other financial
institutions to a West Virginia state-chartered bank; and
allowing any bank, thrift or credit union organized under the
laws of the United States or any other state to convert into
a state-chartered bank.
Be it enacted by the Legislature of West Virginia:
That §31A-4A-1, §31A-4A-2, §31A-4A-3 and §31A-4A-4 of the Code
of West Virginia, 1931, as amended, be amended and reenacted, all
to read as follows:
ARTICLE 4A. CONVERSION OF OTHER FINANCIAL INSTITUTIONS TO STATE-
§31A-4A-1. Conversion of bank, thrift or credit union into state
Any bank, thrift or credit union organized under the laws of
the United States or any other state may, by a majority vote of its
directors or other governing body, convert into a state bank with
any name approved by the Board of Banking and Financial
Institutions in accordance with this article.
§31A-4A-2. Procedure for conversion of national bank into state
(a) A converting institution shall file an application with
the division on a form prescribed by the commissioner along with
articles of incorporation, bylaws for the proposed state bank and
a check for $2,500. The application shall declare that a majority
of the converting institution's board of directors or other
governing body has authorized the representatives of the converting
institutions to make such application and to convert into a state
(b) The application to convert to a West Virginia state bank
shall be subject to the same requirements and procedures as
established for a newly organizing state bank at sections five, six
and seven, article four of this chapter.
(c) The examination and investigation by the Board of Banking
and Financial Institutions pursuant to section six, article four of
this chapter shall include an examination of the safety and
soundness of the applicant. The scope of the examination shall be
determined at the discretion of the commissioner.
§31A-4A-3. Effect of conversion into state bank.
(a) When the Board of Banking and Financial Institutions has
provided the converting institution an order that this article has
been complied with, the converting institution and all its
stockholders or members, officers and employees shall have the same
powers and privileges and duties, liabilities and regulations as
shall have been prescribed for banks originally organized under the
laws of West Virginia.
(b) At the time when such conversion into a state bank becomes
effective, all the property of the converting institution,
including all its rights, title and interest in and to all property
of whatsoever kind, whether real, personal or mixed, and things in
action, and every right, privilege, interest and asset of any
conceivable value or benefit then existing, belonging to it or
which would inure to it, shall immediately, by act of law and
without any conveyance or transfer and without any further act or
deed, become the property of the state bank, which shall have in
its own right as fully and to the same extent as if the same were
possessed, held and enjoyed by the converting institution.
(c) Upon such conversion becoming effective, the state bank
shall be considered to be a continuation of the entity and of the
identity of the converting institution and all the rights,
obligations and relations of the converting institution to or in
respect to any person, estate, creditor, depositor, trustee or
beneficiary of any trust shall remain unimpaired. The state bank,
as of the time the conversion takes place, shall succeed to all such rights, obligations, relations and trusts and the duties and
liabilities connected therewith and shall execute and perform each
and every trust or relation in the same manner as if the state bank
had itself originally assumed the trust or relation, including the
obligations and liabilities connected therewith.
(d) Any reference to the converting institution in any
contract, will or document shall be considered a reference to the
state bank unless expressly provided to the contrary in the
contract, will or document.
§31A-4A-4. Filing of incorporation or organization.
After the Board of Banking and Financial Institutions issues
an order granting a state charter to the converting institution,
the bank shall file in the office of the Secretary of State a
certificate of incorporation in compliance with chapter thirty-one-
d of this code or articles of organization in compliance with
chapter thirty-one-b of this code as applicable under section five,
article four of this chapter.