Mississippi Code 1972 (2023) › Title 81 - BANKS AND FINANCIAL INSTITUTIONS (§§ 81-1-1 — 81-29-3) › Chapter 5 - GENERAL PROVISIONS RELATING TO BANKS AND BANKING (§§ 81-5-1 — 81-5-153) › GENERAL PROVISIONS (§§ 81-5-1 — 81-5-107) › Section 81-5-85 - Business combination between state-chartered bank and another bank, savings bank, savings and loan association or other entity under plan of merger or share exchange; sale or transfer of state-chartered bank assets, liabilities, businesses; conversion of national bank, state or federal savings and loan association or state or federal savings bank into state-chartered bank

A bank chartered by the State of Mississippi, may, with the approval of the commissioner, enter into a business combination with another bank, savings bank, savings and loan association or other entity, on such terms and conditions, as may be lawfully agreed upon, adopted and approved in a plan of merger or share exchange in accordance with Article 11, Chapter 4 of Title 79, Mississippi Code of 1972, and provided that the survivor is a financial institution insured by the Federal Deposit Insurance Corporation. Following receipt of the required corporate approvals and approval of the plan of merger or share exchange plan by the commissioner, the resulting amendments to charters of the survivor shall be approved and filed with other state officials in accordance with Section
81-3-15
. The capital stock of the survivor shall not be less than that required under applicable law for the survivor. And all the rights, franchises and interests of the institutions so consolidated in and to every species of property, personal and mixed, and choses in action thereto belonging, shall be deemed to be transferred to and vested in such survivor without any deed or other transfer, and the said survivor shall hold and enjoy the same and all rights of property, franchises and interests in the same manner and to the same extent as were held and enjoyed by the institutions so combined.
A bank chartered by the State of Mississippi may, with the approval of the commissioner, sell or transfer all, or substantially all, of its assets, liabilities, and businesses only to another bank, savings bank, savings and loan association or other entity, in a transaction agreed upon, adopted and approved in accordance with Article 12, Chapter 4, Title 79, Mississippi Code of 1972, and provided that the buyer or transferee is a financial institution insured by the Federal Deposit Insurance Corporation.
Any national bank, state or federal savings and loan association, or state or federal savings bank may apply for conversion into a state-chartered bank upon the affirmative vote of the shareholders owning at least two-thirds (2/3) of its capital stock outstanding, or of fifty-one percent (51%) or more of the total number of the members, at a meeting called by the directors, notice of which, specifying the purpose, shall be given the manner required by the bylaws, or in the absence of such bylaw, then by sending the notice to each shareholder of record by registered mail at least ten (10) days before the meeting. Upon such affirmative vote, the converting institution may apply for a certificate of authority by filing with the commissioner a certificate signed by its president and cashier which sets forth the corporate action herein prescribed and asserts that the institution has complied with the provisions of the laws of the United States. The converting institution shall also file with the commissioner the plan of conversion and the proposed amendments to its articles of incorporation as approved by the stockholders for the operation of the institution as a state bank. Upon receipt of the prescribed application, the commissioner shall examine all facts associated with the conversion. The expenses and cost incurred for such special examination shall be paid by the institution applying for permission to convert. The commissioner shall present his findings and recommendations to the State Board of Banking Review for consideration. Upon approval by the State Board of Banking Review, the commissioner shall issue a certificate of authority to the applicant allowing the conversion to proceed.
Any bank, savings and loan association or savings bank chartered by the State of Mississippi is hereby authorized to convert into, consolidate with, or merge with a national bank, with the national bank charter surviving, without approval of the Department of Banking and Consumer Finance, the Commissioner of Banking and Consumer Finance, or any state authority whatsoever.
Notwithstanding any provision of law to the contrary, if any bank, savings and loan association or savings bank chartered by the State of Mississippi has or proposes to engage in a business combination or sale or transfer of substantially all assets that is not authorized under this section, the commissioner shall enforce the provisions of this section by issuing a cease-and-desist order.
The bank, savings and loan association or savings bank may appeal such order to the First Judicial District of Hinds County, Mississippi. Said appeal must be filed within thirty (30) days from the date the order was issued.
Codes, 1942, § 5214; Laws, 1934, ch. 146; Laws, 1978, ch. 316, § 1; Laws, 1995, ch. 308, § 6; Laws, 1997, ch. 542, § 5, eff. 4/10/1997.
Amended by Laws, 2022, ch. 316, HB 1360,§ 1, eff. 7/1/2022.
Amended by Laws, 2018, ch. 354, HB 1338,§ 1, eff. 7/1/2018.