South Dakota Codified Laws 51A-6A-50. Procedure for merger, consolidation, conversion, or transfer of assets and liabilities to another bank or trust company
Before any trust company can merge, consolidate with, convert from a corporation to a limited liability company or from a limited liability company to a corporation under § 47-1A-950 or 47-1A-950.1, or transfer its assets and liabilities to another trust company or bank, it shall file with the director, certified copies of all proceedings of its governing board and owners relating to the merger, consolidation, conversion, or transfer. The owners’ proceedings shall show that a majority of the owners voted in favor of the merger, consolidation, conversion, or transfer. The owners’ proceedings shall contain a complete copy of the agreement made and entered into, with reference to the merger, consolidation, conversion, or transfer. Upon the filing of the owners’ and governing board’s proceedings, the director shall make an investigation to determine whether:
(1) The interests of the clients, creditors, and owners of each are protected;
Terms Used In South Dakota Codified Laws 51A-6A-50
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(2) The merger, consolidation, conversion, or transfer is in the public interest; and
(3) The merger, consolidation, conversion, or transfer is made for legitimate purposes.
The director’s consent to or rejection of a merger, consolidation, conversion, or transfer shall be based upon the investigation. No merger, consolidation, conversion, or transfer may be made without the consent of the director. The expense of the investigation shall be paid by the persons filing the request.
Source: SL 1995, ch 268, § 48; SL 2012, ch 252, § 20.