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General Laws

Section 36. A. With the written approval of the commissioner:

(1) any trust company, any banking company, or any national banking association engaged in the business of banking in the commonwealth may, upon compliance with the provisions of section seventy-eight of chapter one hundred and fifty-six B, which are hereby made applicable in all such cases, and subject, as to any such trust company or banking company, to the provisions of section eighty-five of chapter one hundred and fifty-six B as modified for the purposes of this section by the provisions hereof, consolidate or merge into any trust company. A request for approval by the commissioner of such a consolidation or merger shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.

(2) any trust company or banking company may, subject to the provisions of sections seventy-five and seventy-six of chapter one hundred and fifty-six B as modified for the purpose of this section by the provisions hereof, or any such national banking association may sell or exchange all or substantially all of its property and assets to or with any trust company, and any trust company may purchase all or substantially all of the assets of any trust company or any banking company of any such national banking association. A request for approval by the commissioner pursuant to this clause shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.

(3) by vote, at a meeting duly called for the purpose, of two-thirds of each class of its stock outstanding and entitled to vote and upon execution by a majority of its directors in form satisfactory to the commissioner of an agreement of association, an organization certificate and such other instruments as the commissioner shall prescribe, any such national banking association having an unimpaired capital stock sufficient in value or amount to satisfy the provisions of section five may, upon approval by the board of bank incorporation, be converted into a trust company and shall not, in connection with or upon such conversion, be subject to the requirements of this chapter with respect to the organization and commencement of business of trust companies; provided, however, that such conversion shall not be in contravention of the laws of the United States.

(4) any one or more such trust companies may, upon compliance with the provisions of section seventy-eight of chapter one hundred and fifty-six B, which are hereby made applicable in all such cases and subject as to any such trust company to the provisions of section eighty-five of chapter one hundred and fifty-six B as modified for the purposes of this section by the provisions hereof, consolidate or merge into any single state or federally-chartered stock corporation. A request for approval by the commissioner of such a consolidation or merger shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations setting forth that each corporation, respectively, has complied with the requirements of this section shall be submitted to the commissioner. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner. The offices and depots of any such corporation merged or consolidated under this section may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of and under such conditions, if any, as may be approved by the commissioner.

If the consolidating corporations have main offices in different states or counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of the last consolidating corporation so to approve; provided, however, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation.

If the merging or consolidating corporations are chartered by or, in the case of federally chartered stock corporations, have their main offices located in and are authorized to do business in different states, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements for directors set forth in section thirteen shall no longer apply, and any citizen of the United States may serve as director of the continuing corporation.

For the purposes of this section, the value of the stock of stockholders of a state-chartered stock corporation who have, as provided in section seventy-six or section eighty-five of chapter one hundred and fifty-six B, voted against any action authorized herein shall be ascertained in the manner provided in sections eighty-six to ninety-eight, inclusive, of said chapter one hundred and fifty-six B.

The provisions of section eighty of chapter one hundred and fifty-six B shall apply to consolidations and mergers of state-chartered stock corporations authorized under this section provided that, for this purpose, references in said section eighty to said chapter one hundred and fifty-six B shall be deemed to be to the chapter of the General Laws governing such stock corporation, and references in said section eighty to articles of organization shall be deemed to be to the articles of organization, including any special act of incorporation, as from time to time amended.

The provisions of this clause shall not apply to a consolidation or merger authorized by clause (1) or to a consolidation or merger under subsection B.

In deciding whether or not to approve any such consolidation or merger under this subsection, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term “net new benefits” shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank’s delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a state-chartered stock corporation shall mean a trust company, savings bank, or a cooperative bank in stock form chartered by the commonwealth, or a bank chartered by a country other than the United States. A federally chartered stock corporation shall mean a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth.

B. A trust company or banking company by vote of the holders of at least two- thirds of each class of capital stock at a meeting duly called for the purpose, preceded by a notice in writing sent to each stockholder of record and to the commissioner by registered mail at least sixty days before said meeting, may consolidate or merge into or convert into a national banking association in accordance with the laws of the United States and without the approval of any authority of the commonwealth.

C. For the purposes of either clause (1) or clause (2) of subsection A hereof, the value of the stock of stockholders of a trust company or banking company who have, as provided in section seventy-six or section eighty-five of chapter one hundred and fifty-six B, voted against any action authorized by either of such clauses shall be ascertained in the manner provided in sections eighty-six to ninety-eight, inclusive, of said chapter one hundred and fifty-six B.

D. The continuing trust company into which a trust company, banking company or a national banking association shall have been consolidated or merged or into which a national banking association shall have been converted under this section shall be considered the same business and corporate entity as that of the consolidating or merging or converting institution and the rights, powers and duties of the continuing trust company shall be those established by its charter; provided that if the consolidating corporations have main offices in different counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of directors of the last consolidating corporation so to approve; provided, further, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation.

E. The charter of any trust company or banking company which shall have been converted into a national banking association, or consolidated or merged into, or the business and substantially all of the property and assets of which shall have been purchased or absorbed by a trust company or national banking association, or the affairs of which shall have been liquidated, shall be void except for the purpose of discharging existing obligations and liabilities.

F. The provisions of section eighty of chapter one hundred and fifty-six B shall apply to consolidations and mergers of trust companies authorized under this section provided that, for this purpose, references in said section eighty to said chapter one hundred and fifty-six B shall be deemed to be to this chapter, and references in said section eighty to articles of organization shall be deemed to be to the articles of organization, including any special act of incorporation, as from time to time amended.

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