A. Any state bank or trust company may sell to any other bank or trust company:

(1) all or substantially all of the selling bank assets and business; or

(2) all or substantially all of the assets and business of any department of the selling bank.

B. Any state bank or trust company may, upon assuming the liabilities relating thereto, purchase:

(1) all or substantially all of the assets and business of another bank or trust company; or

(2) all or substantially all of the assets and business of any department of another bank or trust company.

C. The agreement of purchase and sale shall be authorized, approved by the director of the financial institutions division, approved by the vote of a majority of the stockholders of the purchasing and selling bank at a meeting called for the purpose in like manner as meetings to approve mergers are called and filed with the director of the financial institutions division accompanied by evidence of such stockholders' approval in like manner as agreements of merger are filed. After such approval is given by the stockholders a notice of such sale shall be published once a week for three successive weeks in a newspaper of large general circulation in the county in which the selling bank has its principal office, and proof of such publication shall be filed with the director of the financial institutions division.

D. Notwithstanding any term of the agreement, or of his contract of deposit, any depositor whose business is thus sold has the right to withdraw his deposit in full on demand after such sale unless by dealing with purchasing bank with knowledge of the purchase he ratifies the transfer.

E. The agreement of sale may provide for the transfer to the purchasing bank of all fiduciary positions held by the selling bank subject to the right of the court, on petition of any interested party, to appoint another or succeeding fiduciary to the positions so transferred. Until the court appoints another or succeeding fiduciary the purchasing bank shall, if qualified to do so, exercise any fiduciary function vested in the selling bank.

F. No right against or obligation of the selling bank in respect of the assets or business sold shall be released or impaired by the sale until one year from the last date of publication of the notice pursuant to Subsection C of this section, but after the expiration of such year, no action can be brought against the selling bank on account of any deposit, obligations, trust or asset transferred to or liability assumed by the purchasing bank.

History: 1941 Comp., § 48-13-9, enacted by Laws 1951, ch. 37, § 9; 1953 Comp., § 48-13-9; Laws 1977, ch. 245, § 32.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 10 Am. Jur. 2d Banks § 28.

Novation where bank transfers its assets to another bank which assumes its obligation, 79 A.L.R. 82.

9 C.J.S. Banks and Banking § 158 et seq.