Sec. 13.5. Formation and merger of interim banks.

456 words·~2 min read·/il/chapter-205/act-5/13-5

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)An interim bank may be chartered as a State bank for the exclusive purpose of accomplishing a corporate restructuring through merger with an existing State bank, national bank, trust company, or an insured savings association. An interim bank shall be chartered and merged pursuant to the provisions of this Section. The interim bank shall not accept deposits, make loans, pay checks, or engage in the general banking business or any part thereof, and shall not be subject to the provisions of this Act other than those set forth in this Section; provided, however, that if the interim bank becomes the resulting bank in a merger, such resulting bank shall have all of the powers, rights, and duties of a State bank and must comply with all applicable provisions of this Act.

(b)An interim State bank may be organized upon application by 5 or more incorporators or by a bank holding company. The application shall be made on forms prescribed by the Commissioner which shall request, at a minimum, the following information:

(1)the names and addresses of the incorporators;

(2)the proposed name and address of the interim bank;

(3)the name and address of all banks with which the interim bank will be merging;

(4)a copy of the merger agreement by which the interim bank will be merged with the

banks identified in item

(3)containing the same information required in merger agreements pursuant to subsection

(1)of Section 22 of this Act; and

(5)an acknowledgement that the interim bank shall not engage in the general banking

business or any part thereof unless and until the interim bank becomes the resulting bank in a merger.

(c)The merger agreement must be approved by all of the incorporators of the interim bank and must be approved by the existing State bank with which the interim bank will merge, as required by Section 22 of this Act.

(d)Upon receipt of the application to organize the interim bank and the merger agreement submitted pursuant to this Section and Section 22 of this Act, the Commissioner may issue a charter to the interim bank and approve the merger agreement if the Commissioner makes the findings set forth in subsection

(3)of Section 22 of this Act. The interim bank's charter shall not take effect until, and shall only be effective for purposes of, the merger.

(e)Nothing in this Section affects the obligations of an existing State bank with which the interim bank will merge, or the rights of minority or dissenting shareholders of the existing State bank, in connection with the approval, execution, and accomplishment of a merger agreement as provided elsewhere in this Act.