Current through Pa Acts 2024-53, 2024-56 through 2024-92
Section 1913 - Conversion of private bank into incorporated institution(a) Authority--A private bank may convert into a bank or a bank and trust company upon adoption of a plan of conversion by its owner or owners and approval of the department.(b) Application for approval by department--The private bank shall make an application to the department for approval of the conversion in a manner similar to that prescribed for the conversion of a national bank into an institution by chapter 17 of this act, and shall deliver to the department the same documents and fees as a national bank must deliver. The articles of conversion of the private bank shall be signed by two of the partners in the private bank, if it is owned and operated by a partnership, otherwise by the individual private banker, and the private bank shall advertise in the manner required by section 1705 of this act.(c) Approval by department--Upon receipt of the application the department shall conduct an investigation. It shall either approve or disapprove the application and notify the private bank, following as nearly as is feasible in either case the procedure prescribed when the applicant is a national bank.(d) Certificate of conversion--If the Department of Banking shall approve the application, it shall deliver the articles of conversion with its written approval to the Department of State and notify the private bank of its action. If all the taxes, fees and charges required by law shall have been paid and if the name of the resulting institution continues to be reserved or is available on the records of the Department of State, the receipt of the articles of conversion by the Department of State with the written approval of the Department of Banking shall constitute filing of the articles of conversion as of the date and time of receipt or as of any later date and time specified by the Department of Banking. The Department of State shall immediately issue to the resulting institution a certificate of conversion with the approved articles of conversion attached thereto and shall make and retain a copy of such certificate and articles. As of the filing of the articles of conversion in the Department of State, the conversion shall become effective.(e) Conclusiveness of certificate--The certificate of conversion shall be conclusive evidence of the performance of all conditions required by this act for conversion of a private bank into an incorporated institution, except as against the Commonwealth.(f) Succession--When a conversion becomes effective, the resulting institution shall have, without further act or deed, all the property, rights, powers, duties and obligations of the private bank.(g) Articles of resulting institution--The articles of the resulting institution shall be the provisions stated in the articles of conversion.(h) Authorized business--The resulting institution shall have the authority to engage only in such business and exercise only such powers as it would have upon original incorporation under this act and shall be subject to the same prohibitions and limitations to which it would be subject upon original incorporation.(i) Liabilities--No liability of the private bank or of its owners, partners, directors, or officers shall be affected, nor shall any lien on any property of the private bank be impaired by the conversion. In addition, the resulting institution shall be responsible for all of the liabilities of the private bank to the same extent as if such liabilities had been initially incurred by the resulting institution. Any claim existing or action pending by or against the private bank may be prosecuted to judgment against the owner or owners of the private bank as if the conversion had not taken place and also against the resulting institution, which may be added as a party defendant in any such action or may be substituted as defendant in place of the private bank.1965, Nov. 30, P.L. 847, No. 356, § 1913.