reglab/statecodes huggingface dataset:
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.02.

4805.02. (a) In this division, “bank” means a commercial bank or trust company (other than an industrial loan company authorized to engage in trust business). “Bank” does not include an industrial loan company.
(b) Notwithstanding subdivision (a), “foreign (other nation) bank” has the meaning set forth in paragraph (1) of subdivision (b) of Section 177.
(Amended by Stats. 2013, Ch. 334, Sec. 47. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.03.

4805.03. “California” means:
(a) When used with respect to a savings association, in the case of a state savings association, a savings association that is organized under the laws of this state and, in the case of a federal savings association, a savings association that maintains its head office in this state.
(b) When used with respect to an industrial loan company, an industrial loan company that is organized under the laws of this state.
(c) When used with respect to an office of a savings association or of an industrial loan company, an office located in this state.
(d) When used with respect to any corporation other than a depository corporation, a corporation organized under the laws of this state.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.04.

4805.04. “California federally licensed foreign (other nation) bank,” when used with respect to a sale or merger, means a foreign (other nation) bank that is authorized under federal law to maintain a federal agency or federal branch in this state immediately before the effective time of the sale or merger in case it is the selling or disappearing corporation or at the effective time of the sale or merger in case it is the purchasing or surviving corporation.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.05.

4805.05. “California state-licensed foreign (other nation) bank,” when used with respect to a sale or merger, means a foreign (other nation) bank that is licensed under Article 3 (commencing with Section 1800) of Chapter 20 of Division 1.1 to maintain an agency or branch office in this state immediately before the effective time of the sale or merger in case it is the selling or disappearing corporation or at the effective time of the sale or merger in case it is the purchasing or surviving corporation.
(Amended by Stats. 2013, Ch. 334, Sec. 48. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.055.

4805.055. “Commissioner” means the Commissioner of Financial Protection and Innovation.
(Amended by Stats. 2022, Ch. 452, Sec. 106. (SB 1498) Effective January 1, 2023.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.06.

4805.06. “Depository corporation” means a state or federal depository corporation.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.07.

4805.07. “Federal depository corporation” means a national banking association or a federal savings association.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.08.

4805.08. “Federal savings association” means a savings association or savings bank organized pursuant to Section 5 of the Home Owners’ Loan Act (12 U.S.C. Sec. 1464).
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.09.

4805.09. “Foreign” or “foreign (other state)” means:
(a) When used with respect to a savings association, in the case of a state savings association, a savings association that is organized under the laws of any state of the United States other than this state and, in the case of a federal savings association, a savings association that maintains its head office in any state of the United States other than this state.
(b) When used with respect to an industrial loan company, an industrial loan company that is organized under the laws of any state of the United States other than this state.
(c) When used with respect to an office of a savings association or of an industrial loan company, an office located in any state of the United States other than this state.
(d) When used with respect to any corporation other than a depository corporation, a corporation organized under the laws of any state of the United States other than this state.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.10.

4805.10. In this division, “industrial loan company” means an industrial bank as defined in Section 111.
(Amended by Stats. 2013, Ch. 334, Sec. 49. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.11.

4805.11. “Insured,” when used with respect to a depository corporation, means a depository corporation the deposits of which are insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.).
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.12.

4805.12. “Law of the domicile” means:
(a) When used with respect to a federal depository corporation, the law of the United States.
(b) When used with respect to a state depository corporation, the law of the state of the United States under which the depository corporation is organized.
(c) When used with respect to a foreign (other nation) bank, the law of the foreign nation under which the bank is organized.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.13.

4805.13. “Merger,” when used with respect to a merger in a case where the surviving corporation is a federal depository corporation and federal law authorizes a consolidation, includes a consolidation in which the resulting corporation is a federal depository corporation. The provisions of this division that apply to mergers apply with appropriate changes in points of detail to consolidations of that type.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.15.

4805.15. “Share” means:
(a) When used with respect to a California state savings association that is authorized to issue guarantee stock, a share of guarantee stock.
(b) When used with respect to a federal savings association that is authorized to issue capital stock, a share of capital stock.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.16.

4805.16. “Shareholder” means:
(a) When used with respect to a California state savings association that is authorized to issue guarantee stock, a holder of record of a share of guarantee stock.
(b) When used with respect to a federal savings association that is authorized to issue capital stock, a holder of record of a share of capital stock.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.17.

4805.17. “State depository corporation” means a state bank, a state savings association, or an industrial loan company.
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 2 - Definitions › Section 4805.18.

4805.18. “Uninsured,” when used with respect to a deposit, means a deposit or any part of a deposit that is not insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.).
(Added by Stats. 1995, Ch. 480, Sec. 97. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4820.

4820. For purposes of this division, a national banking association or federal savings association is deemed to be a corporation.
(Amended by Stats. 1995, Ch. 480, Sec. 98. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4820.5.

4820.5. For purposes of this division, depository corporations are divided into the following classes:
(a) Banks.
(b) Savings associations.
(c) Industrial loan companies.
(Added by Stats. 1995, Ch. 480, Sec. 99. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4821.

4821. The provisions of the General Corporation Law (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code) shall apply to any transaction which is subject to this division. However, whenever any provision of this division or of any regulation or order issued under this division is inconsistent with any provision of the General Corporation Law, the provision of this division or of the regulation or order shall apply and the provision of the General Corporation Law shall not apply.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4821.5.

4821.5. Any certificate of authority, license, or other authorization issued under subdivision (b) of Section 4858, subdivision (b) of Section 4879.12, subdivision (b) of Section 4888, subdivision (b) of Section 4928, or Section 4948 or 4949 is deemed to have been issued under the provisions of Division 1.1 (commencing with Section 1000) or Division 2 (commencing with Section 5000) that would otherwise apply to the issuance of the certificate of authority, license, or other authorization.
(Amended by Stats. 2013, Ch. 334, Sec. 50. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4822.

4822. (a) References in this division to the voting of the shares of a California state depository corporation shall be construed in accordance with Section 111 of the Corporations Code.
(b) If the articles of a California state depository corporation provide for more or less than one vote for any share on any matter that is subject to this division, the references in Sections 139 and 141 (which are made applicable to this division by Section 4805.01) to a majority or other proportion of shares mean, as to the matter, a majority or other proportion of the votes entitled to be cast.
(c) Whenever shares of a California state depository corporation are disqualified under any applicable law from voting on any matter that is subject to this division, the shares shall not be considered outstanding for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, the matter.
(Amended by Stats. 2013, Ch. 334, Sec. 51. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4823.

4823. References in this division to shareholders’ equity mean shareholders’ equity determined in accordance with generally accepted accounting principles, subject (a) in the case of California state banks or California industrial loan companies, to the provisions of Section 463, and (b) in the case of California state savings associations, to the provisions of Division 2 (commencing with Section 5000).
(Amended by Stats. 2013, Ch. 334, Sec. 52. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4824.

4824. In determining for purposes of this division whether the shareholders’ equity of a California state depository corporation will be adequate:
(a) In case the corporation is, or is to convert into, a California state bank, the commissioner shall consider the factors specified in Section 1150.
(b) In case the corporation is, or is to convert into, a California state savings association or a California industrial loan company, the commissioner shall consider factors equivalent to those specified in Section 1150.
(Amended by Stats. 2013, Ch. 334, Sec. 53. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4825.

4825. A California state depository corporation may merge with a corporation or other business entity that is not a depository corporation if the California state depository corporation is the surviving corporation of that merger. The merger of a corporation or other business entity with and into a California state depository corporation shall be effected in accordance with Division 1 (commencing with Section 100) of the Corporations Code.
(Repealed and added by Stats. 2008, Ch. 501, Sec. 22. Effective January 1, 2009.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4826.

4826. Notwithstanding any other provision of law, no savings association or industrial loan company may convert into a bank if the ownership of the savings association or industrial loan company is such that the establishment or acquisition of control of a new state bank or national banking association by the same ownership would not be permitted by Section 3(d) of the Bank Holding Company Act of 1956 (12 U.S.C. Sec. 1842 (d)).
(Amended by Stats. 1995, Ch. 480, Sec. 106. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4826.5.

4826.5. Notwithstanding any other provision of this division:
(a) The provisions of Chapter 19 (commencing with Section 1670) of Division 1.1 apply to any transaction that is subject to this division. Whenever any provision of Chapter 19 (commencing with Section 1670) of Division 1.1 or of any regulation or order issued under Chapter 19 (commencing with Section 1670) of Division 1.1 is inconsistent with any provision of this division or of any regulation or order issued under this division, the provision of Chapter 19 (commencing with Section 1670) of Division 1.1 or of the regulation or order issued under Chapter 19 (commencing with Section 1670) of Division 1.1 applies, and the provision or this division or of the regulation or order issued under this division does not apply.
(b) Nothing in this division authorizes any sale or merger in a case where the purchasing or surviving depository corporation is a foreign depository corporation if the sale or merger is prohibited by Chapter 19 (commencing with Section 1670) of Division 1.1.
(c) Nothing in this division constitutes an election by this state under federal law to prohibit or permit interstate sales or mergers between banks or industrial loan companies.
(Amended by Stats. 2013, Ch. 334, Sec. 54. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4827.

4827. Except as expressly provided otherwise in this division:
(a) (1) No sale of a whole business unit (as defined in Section 4840) or merger in which the selling or disappearing depository corporation is a California state savings association, in which the purchasing or surviving depository corporation is a California state bank, a California industrial loan company, or a California state-licensed foreign (other nation) bank, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 2 (commencing with Section 5000) or requires any approval, consent, or other authorization of the commissioner pursuant to Division 2 (commencing with Section 5000).
(2) No conversion in which the converting depository corporation is a California state savings association in which the resulting depository corporation is a California state bank or a California industrial loan company, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 2 (commencing with Section 5000) or requires any approval, consent, or other authorization of the commissioner pursuant to Division 2 (commencing with Section 5000).
(b) (1) No sale of a whole business unit (as defined in Section 4840) or merger in which the selling or disappearing depository corporation is a California state bank, a California state-licensed foreign (other nation) bank, or a California industrial loan company, in which the purchasing or surviving depository corporation is a California state savings association, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, or requires any approval, consent, or other authorization of the commissioner pursuant to Division 1.1 (commencing with Section 1000), except as may be required under the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1.
(2) No conversion in which the converting depository corporation is a California state bank or a California industrial loan company, in which the resulting depository corporation is a California state savings association, and which may be effected with the approval of the commissioner pursuant to this division is prohibited or restricted by any provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, or requires any approval, consent, or other authorization of the commissioner pursuant to Division 1.1 (commencing with Section 1000), except as may be required under the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1.
(Amended by Stats. 2013, Ch. 334, Sec. 55. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4827.3.

4827.3. Except as otherwise provided in paragraph (2) of subdivision (a) of Section 4827.7 in the case of a California state-licensed foreign (other nation) bank or in federal law in the case of a federally licensed foreign (other nation) bank, nothing in this division except subdivision (c) of Section 4879.02 authorizes any sale or merger in a case where the purchasing or surviving corporation is a foreign (other nation) bank unless the foreign (other nation) bank is at the effective time of the sale or merger licensed under Article 3 (commencing with Section 1800) of Chapter 20 of Division 1.1 or authorized under federal law to transact in this state the business to be acquired in the sale or merger.
(Amended by Stats. 2013, Ch. 334, Sec. 56. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4828.3.

4828.3. A California state bank or an industrial loan company may, with the approval of the commissioner and its board and, if the transaction constitutes a reorganization as defined in Section 181 of the Corporations Code, subject to the provisions of Chapter 12 (commencing with Section 1200) of Division 1 of Title 1 of the Corporations Code, acquire in a single transaction all (except directors’ qualifying shares, if any) of the outstanding shares of another depository corporation in accordance with a plan that provides either of the following:
(a) That the other depository corporation shall (1) immediately sell its whole business unit (as defined in Section 4840) to the California state bank or industrial loan company and (2) shall thereafter wind up and dissolve or, if the other depository corporation is a California state bank or an industrial loan company and if the commissioner so approves, change into a nonbank corporation by amending its articles and changing its name.
(b) That the other depository corporation shall immediately merge into the California state bank or industrial loan company.
(Amended by Stats. 1998, Ch. 827, Sec. 1. Effective January 1, 1999.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 1 - General Provisions › ARTICLE 3 - Other General Provisions › Section 4828.7.

4828.7. (a) The definitions in Section 4840 apply to this section.
(b) In case a California state-licensed foreign (other nation) bank sells all or substantially all of its business in this state to another California state-licensed or federally licensed foreign (other nation) bank as part of the sale of a larger partial business unit or the whole business unit of the seller:
(1) No provision of Chapter 3 (commencing with Section 4840) applies except as follows:
(A) If the sale is of a partial business unit of the seller, Section 4879.14 applies with respect to the part of the seller’s business in this state that is sold as if the sale were a sale of the type defined in Section 4879.01.
(B) If the sale is of the whole business unit of the seller, Section 4859 applies with respect to the seller’s business in this state as if the sale were a sale of the type defined in Section 4845.
(2) Promptly after the sale becomes effective, the seller shall:
(A) Surrender to the commissioner for cancellation the licenses issued to it by the commissioner for its business in this state.
(B) File with the commissioner any report regarding the sale that the commissioner may require.
(c) In case a California state-licensed foreign (other nation) bank merges into another California state-licensed or federally licensed foreign (other nation) bank:
(1) No provision of Chapter 4 (commencing with Section 4880) applies except that the merger has the same effect with respect to the disappearing bank’s business in this state as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.
(2) Promptly after the merger becomes effective, the surviving bank shall:
(A) Surrender to the commissioner for cancellation the licenses issued to the disappearing bank by the commissioner for its business in this state.
(B) File with the commissioner any report regarding the merger that the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 477.1. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4830.

4830. Every final order, decision, license, or other official act of the commissioner under this division is subject to judicial review in accordance with law.
(Amended by Stats. 1996, Ch. 1064, Sec. 478. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4831.

4831. (a) The commissioner may from time to time issue regulations and orders as may in his or her opinion be necessary to carry out the provisions and purposes of this division.
(b) Regulations and orders issued under this division may, among other things, define any term used in this division as well as any term not used in this division.
(c) For purposes of regulations and orders issued under this division, the commissioner may classify persons, transactions, and other matters within his or her jurisdiction and may prescribe different regulations or orders for different classes.
(d) The commissioner may waive any provision of any regulation or order which he or she has issued under this division in any case where in his or her opinion the provision is not necessary in the public interest.
(Amended by Stats. 1996, Ch. 1064, Sec. 479. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4832.

4832. Whenever the commissioner issues an order or license under this division, he or she may impose conditions as may in his or her opinion be necessary to carry out the provisions and purposes of this division.
(Amended by Stats. 1996, Ch. 1064, Sec. 480. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4833.

4833. In any proceeding under this division:
(a) The burden of proving that an application should be approved is upon the applicant.
(b) The burden of proving an exemption or an exception is upon the person claiming the exemption or the exception.
(Added by Stats. 1995, Ch. 480, Sec. 117. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4834.

4834. The commissioner may honor applications from interested persons for interpretive opinions regarding any provision of this division or of any regulation or order issued under this division.
(Amended by Stats. 1996, Ch. 1064, Sec. 481. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4835.

4835. Each application and report filed with the commissioner under this division or under any regulation or order issued under this division shall be in the form, shall contain the information, shall be signed in the manner, and shall, if the commissioner requires, be verified in the manner that the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 482. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4836.

4836. No person shall make any untrue statement of any material fact in any application or report filed with the commissioner under this division or under any regulation or order issued under this division, or willfully omit to state in any application or report filed with the commissioner under this division or under any regulation or order issued under this division any material fact which is required to be stated therein.
(Amended by Stats. 1996, Ch. 1064, Sec. 483. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4837.

4837. In determining whether to approve any application filed under this division or under any regulation or order issued under this division, the commissioner may consider proposals made by the applicant; and, if in the opinion of the commissioner it is probable that the applicant will be able to implement any such proposal, the commissioner may make findings on the basis of the proposal. However, whenever the commissioner approves an application on the basis, in whole or in part, of a proposal made by the applicant, the commissioner shall impose upon the approval appropriate conditions requiring that the applicant implement the proposal within the period of time that the commissioner may specify.
(Amended by Stats. 1996, Ch. 1064, Sec. 484. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 2 - Administration › Section 4838.

4838. If the commissioner finds, with respect to any application filed under this division or under any regulation or order issued under this division, that not all the information which was required to be provided in or in connection with the application has been provided or that implementation of any proposal contained in the application would violate any applicable law, the commissioner may deny the application.
(Amended by Stats. 1996, Ch. 1064, Sec. 485. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 1 - General Provisions › Section 4840.

4840. In this chapter, unless the context otherwise requires:
(a) “Branch business unit” means all or substantially all of the business of a branch office of a depository corporation.
(b) “Business unit” means a branch business unit, a partial business unit, or a whole business unit.
(c) “Independent trust company” means a trust company that is neither a commercial bank nor a title insurance company.
(d) “Fiduciary asset,” when used with respect to a depository corporation that transacts trust business, means any asset that the depository corporation holds in its capacity as fiduciary.
(e) “Partial business unit” means all or substantially all of any of the following:
(1) The business of any office, other than the head office, of a depository corporation.
(2) In the case of a depository corporation that transacts trust business:
(A) The trust business of the depository corporation, unless the depository corporation transacts only trust business.
(B) The trust business of any office of the depository corporation.
(C) The business, other than trust business, of the depository corporation.
(D) The business, other than trust business, of any office of the depository corporation.
In addition, “partial business unit” means any deposit, any fiduciary account, or any portion of the business of a depository corporation that includes a deposit or fiduciary account and that is less than substantially all of the business of the depository corporation.
(f) “Partial trust business unit” means:
(1) In the case of a California state depository corporation that is an independent trust company:
(A) All or substantially all of the business of any office, other than the head office, of the depository corporation.
(B) Any partial business unit consisting of one or more fiduciary accounts and no deposits.
(2) In the case of a California state depository corporation that is a commercial bank or savings association:
(A) All or substantially all of the trust business of the depository corporation.
(B) All or substantially all of the trust business of any office, other than the head office, of the depository corporation.
(C) Any partial business unit consisting of one or more fiduciary accounts and no deposits.
(g) “Purchaser” means a depository corporation that purchases a business unit from another depository corporation pursuant to the provisions of this chapter.
(h) “Seller” means a depository corporation that sells a business unit to another depository corporation pursuant to the provisions of this chapter.
(i) “Whole business unit” means all or substantially all of the business of a depository corporation.
(Amended by Stats. 1996, Ch. 887, Sec. 25. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 1 - General Provisions › Section 4841.

4841. The provisions of Section 1001 of the Corporations Code shall not apply to any transaction which is subject to this chapter.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 1 - General Provisions › Section 4842.

4842. If a trust is transferred under this chapter, the transfer shall be good cause for removal of the trustee under the Trust Law (Division 9 (commencing with Section 15000) of the Probate Code).
(Repealed and added by Stats. 1995, Ch. 480, Sec. 126. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 1 - General Provisions › Section 4843.

4843. In case a national banking association or federal savings association that is authorized to transact trust business in this state sells a partial business unit located in this state of the type described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) of subdivision (e) of Section 4840 to a national banking association or federal savings association pursuant to federal law, the sale shall:
(a) Have the same effect as provided in subdivision (e) of Section 4879.14 in the case of a sale of the type defined in Section 4879.01.
(b) Be subject to the provisions of Section 4842.
(Amended by Stats. 2003, Ch. 404, Sec. 9. Effective January 1, 2004.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4845.

4845. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4846.
(Amended by Stats. 1996, Ch. 1064, Sec. 487. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4846.

4846. With the approval of the commissioner:
(a) A bank may sell its whole business unit to a California state bank or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the seller or purchaser is a foreign bank, the law of the foreign bank’s domicile.
(b) An industrial loan company may sell its whole business unit to a California industrial loan company pursuant to (1) this article and (2) in case the seller is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile.
(c) A depository corporation of any class may sell its whole business unit to a California state depository corporation of another class or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the purchaser is a California state-licensed foreign (other nation) bank, the law of the foreign bank’s domicile.
(Amended by Stats. 1996, Ch. 1064, Sec. 488. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4847.

4847. A seller and purchaser shall make an agreement of sale, providing:
(a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, the seller’s whole business unit.
(b) That the purchaser will assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them.
(c) Other provisions as may be appropriate.
(Amended by Stats. 1995, Ch. 480, Sec. 132. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4848.

4848. The agreement of sale shall be approved by the seller and purchaser, as follows:
(a) In the case of a California state depository corporation:
(1) If the sale constitutes a reorganization, as defined in Section 181 of the Corporations Code, the agreement of sale shall be approved as required by Chapter 12 (commencing with Section 1200) of Division 1 of Title 1 of the Corporations Code.
(2) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the seller, the agreement of sale shall be approved by the board of the seller, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the seller.
(3) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the purchaser:
(A) If, as of the time when the agreement of sale is made, the deposits, if any, of the business unit are less than 10 percent of the total deposits of the purchaser and the fiduciary assets, if any, of the business unit are less than 10 percent of the total fiduciary assets of the purchaser, the agreement of sale shall be approved by the board of the purchaser.
(B) Otherwise, the agreement of sale shall be approved by the board of the purchaser, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the purchaser.
(4) For purposes of paragraph (3):
(A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale.
(B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale.
(b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile.
(Amended by Stats. 1995, Ch. 480, Sec. 133. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4849.

4849. (a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows:
(1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4848 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation.
(2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile.
(b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale.
(Amended by Stats. 1996, Ch. 887, Sec. 27. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4850.

4850. In the case of a seller or purchaser which is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4848 or 4849 may be given before or after the approval of the board of the corporation.
(Amended by Stats. 1995, Ch. 480, Sec. 135. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4851.

4851. In obtaining any approval of outstanding shares required for an agreement of sale, in case the purchaser is a California state depository corporation, the purchaser, and, in case the seller is a California state depository corporation or in case the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller, shall each provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.
(Amended by Stats. 1996, Ch. 1064, Sec. 489. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4852.

4852. A purchaser or seller that is a California state depository corporation, with the approval of its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be.
(Amended by Stats. 1995, Ch. 480, Sec. 137. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4853.

4853. In case a purchaser is a California state depository corporation, the provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code do not apply to the shareholders of the purchaser in a sale.
(Amended by Stats. 1995, Ch. 480, Sec. 138. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4854.

4854. A purchaser shall file the following with the commissioner:
(a) A copy of the agreement of sale.
(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849.
(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849.
(d) An application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 490. Effective January 1, 1997. Operative July 1, 1997.)