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A10567 Summary:

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A10567 Text:

 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                        10567--A
 
                   IN ASSEMBLY
 
                                      June 6, 2012
                                       ___________
 
        Introduced  by  COMMITTEE  ON RULES -- (at request of M. of A. Robinson,
          Kearns) -- read once  and  referred  to  the  Committee  on  Banks  --
          reported  and referred to the Committee on Ways and Means -- committee
          discharged, bill amended, ordered reprinted as amended and recommitted
          to said committee
 
        AN ACT to amend the banking law, in relation to branches, trust  offices

          and   interstate   branching   transactions,  and  to  repeal  certain
          provisions of such law relating thereto
 
          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
 
     1    Section  1.  Subdivision  4  of  section  28-b  of the banking law, as
     2  amended by chapter 883 of the laws  of  1980,  is  amended  to  read  as
     3  follows:
     4    4. Notwithstanding any other provision of this chapter or other law to
     5  the  contrary,  the  term  banking institution when used in this section
     6  shall mean and  include  all  banks,  trust  companies,  savings  banks,
     7  savings  and loan associations, credit unions and foreign banking corpo-
     8  rations incorporated, chartered, organized or licensed under the laws of
     9  this state. In the case of a foreign banking corporation licensed pursu-

    10  ant to this article and maintaining a branch in this state, the  manage-
    11  ment  of  the branch shall establish a committee of not fewer than three
    12  officers to function in the role of a board of directors for purposes of
    13  this section.
    14    § 2. Subdivisions 1, 2, and 3 of section 28-c of the banking  law,  as
    15  added  by  chapter  362  of  the  laws  of  1984, are amended to read as
    16  follows:
    17    1. This  section  is  intended  to  provide  the  superintendent  with
    18  detailed information concerning the planned closing of branch offices by
    19  state-chartered  banking  organizations, the availability of alternative
    20  financial services within the general area served by such branch and the
    21  economic impact upon the community resulting from such closing,  and  to
    22  provide the superintendent with authority to conduct meetings with bank-

    23  ing  organizations  and community groups in areas where a branch closing
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD14431-06-2
        A. 10567--A                         2
 
     1  is planned.  The requirements of this section shall  not  apply  to  the
     2  following:
     3    (a) branch offices located outside the state of New York;
     4    (b)  a sale or other transfer of a branch office which does not result
     5  in any material reduction in the  financial  services  offered  at  such
     6  location;
     7    (c)  the  closing of a branch office acquired from a failing or failed

     8  institution, provided that such closing occurs within one hundred eighty
     9  days from the date of the acquisition; or
    10    (d) the closing of a branch office when unexpected circumstances  make
    11  strict  compliance impossible, provided that such determination shall be
    12  solely within the discretion of the superintendent and provided  further
    13  that  the  superintendent may require the banking organization to comply
    14  with the requirements of this section to the extent possible.
    15    2. Every banking organization shall submit  to  the  superintendent  a
    16  report  of its planned or intended closing of a branch office, and shall
    17  give written notice to  any  person  who  maintains  a  banking  account
    18  relationship  with  such  branch  office  which  is  the subject of such

    19  planned or intended closing, no less than ninety days nor more than  one
    20  hundred  [twenty]  eighty  days prior to the date of actual closing. The
    21  banking organization shall post and keep posted in a  conspicuous  place
    22  notice  of such planned closing at such branch office, commencing on the
    23  date the banking organization submits its report pursuant to the forego-
    24  ing provision and until the proposed closing is effected or withdrawn.
    25    3. Such report shall be in writing and shall contain  a  statement  of
    26  the  reasons leading to the decision to close the branch and any statis-
    27  tical or other information in support thereof. Such report shall be  and
    28  remain  at  all  times  subject  to the provisions of subdivision ten of
    29  section thirty-six of this chapter. Such report shall also  contain  the

    30  following  information,  provided  that  the superintendent may waive or
    31  modify these requirements for good cause:
    32    (a) a past (at least three years),  present  and  projected  financial
    33  analysis  of  deposits  at  such  branch  (giving number of accounts and
    34  dollar amount, profits and losses);
    35    (b) a past (at least three years),  present  and  projected  financial
    36  analysis  of  profits  and  losses relating to the loan activity at such
    37  branch;
    38    (c) a detailed map of the general area served by such  branch  showing
    39  the distance and direction of all remaining state or federally chartered
    40  institutions  within  such area and any licensee of the department which
    41  provides financial services of any kind; and
    42    (d) a description of any  planned  limited  or  full  service  banking

    43  facility  to  be opened within such area by either the reporting banking
    44  organization or, if known, to the reporting banking organization, by any
    45  other banking institution.
    46    § 3. Paragraph (a) of subdivision 5 of section 105 of the banking law,
    47  as amended by chapter 547 of the laws of 2008, is  amended  to  read  as
    48  follows:
    49    (a) A bank or trust company may, if the merger or asset acquisition is
    50  permitted  by  law,  and if the merger or asset acquisition agreement so
    51  provides, maintain as a branch office or branch offices or trust  office
    52  or  trust  offices,  the  place or places of business of any bank, trust
    53  company, safe deposit company,  national  banking  association,  out-of-
    54  state  state bank or out-of-state trust company (as such [term is] terms

    55  are defined in section two hundred twenty-two of this chapter),  savings
    56  bank,  or  savings and loan association, federal savings bank or federal
        A. 10567--A                         3
 
     1  savings and loan association which it has received into itself by merger
     2  or by acquisition of assets thereof pursuant to the provisions  of  this
     3  chapter  and,  if  the  merger or acquisition agreement so provides, may
     4  maintain,  as  its  principal  office  rather  than as a branch or trust
     5  office, the principal office of such banking institution with  which  it
     6  has merged or from which it has acquired assets (so long as such princi-
     7  pal  office is located in this state), in which event the former princi-
     8  pal office of the receiving or acquiring bank or trust  company  may  be

     9  maintained  as  a branch office. A state bank or trust company resulting
    10  from the conversion of  a  national  banking  association  may,  if  the
    11  conversion  agreement so provides, maintain as a branch office or branch
    12  offices or trust office or trust offices the place or places of business
    13  of the national banking association. As used in  this  subdivision,  the
    14  term  "place  or  places of business" shall include any branch office or
    15  trust office of the banking institution that was  converted,  merged  or
    16  the  assets  of  which were acquired which has been approved pursuant to
    17  this chapter or federal law or the law of another state, as the case may
    18  be, even if such branch office or trust office is not  in  operation  at
    19  the time said merger, asset acquisition or conversion becomes effective.

    20    §  4.  Subdivision  1 of section 105-b of the banking law, as added by
    21  chapter 209 of the laws of 2008, is amended to read as follows:
    22    1. A trust company may establish or acquire and maintain one  or  more
    23  trust  offices anywhere in this state, or[, if and to the extent author-
    24  ized by another state, in a state other than  this  state]  outside  the
    25  state of New York, either in the United States or in foreign countries.
    26    §  5. Subdivision 2 of section 202-a of the banking law, as amended by
    27  chapter 288 of the laws of 1987, is amended to read as follows:
    28    2. A foreign banking corporation organized under the laws of a foreign
    29  country [or of Puerto Rico] may be licensed pursuant to article  two  of
    30  this  chapter  to  maintain  a  branch or branches in this state and may

    31  engage in the business of receiving deposits in this state.
    32    § 6. Section 222 of the banking law, as amended by chapter  9  of  the
    33  laws  of  1996 and subdivision 10 as added by chapter 217 of the laws of
    34  2010, is amended to read as follows:
    35    § 222. Definitions. In this article, the following  definitions  shall
    36  apply:
    37    1. The term "out-of-state bank" means an out-of-state state bank [or],
    38  an  out-of-state national bank, or an out-of-state federal savings asso-
    39  ciation.
    40    2. The term "out-of-state state bank" means a state bank, as such term
    41  is defined in section 3(a)(2) of the Federal Deposit Insurance  Act  (12
    42  U.S.C.  1813(a)(2)),  or  an out-of-state state-chartered trust company,
    43  but such term shall not include a banking organization.

    44    3. The term "out-of-state national  bank"  means  a  national  banking
    45  association the main office of which is located outside this state.
    46    4.  The  term  "out-of-state  federal  savings  association" means any
    47  federal savings association or federal savings bank which  is  chartered
    48  under  Section  5  of the Home Owners Loan Act (12 U.S.C. 1464) the home
    49  office of which is located outside this state.
    50    5. The term "out-of-state trust company"  means  either  a  nationally
    51  chartered trust company or an out-of-state state-chartered trust company
    52  that  has  the power to exercise fiduciary powers, but is not insured by
    53  the Federal Deposit Insurance Corporation.
    54    [4.] 6. The term "New York bank" means  a  bank,  trust  company  [or]

    55  savings  bank, or savings and loan association as such terms are defined
        A. 10567--A                         4
 
     1  in subdivisions one, two [and], four and eight of section  two  of  this
     2  chapter.
     3    [5.]  7.  The term "state" means any state of the United States (other
     4  than this state), the District of Columbia, any territory of the  United
     5  States,  Puerto  Rico,  Guam, American Samoa, the Trust Territory of the
     6  Pacific Islands, the United States  Virgin  Islands,  and  the  Northern
     7  Mariana Islands.
     8    [6.]  8.  The  term "home state" means with respect to an out-of-state
     9  state bank or out-of-state  state-chartered  trust  company,  the  state

    10  under  the  laws  of  which such out-of-state state bank or out-of-state
    11  state-chartered trust company is incorporated  or  otherwise  organized,
    12  and  with respect to an out-of-state national bank or trust company, the
    13  state in which such out-of-state national bank's or trust company's main
    14  office is located.
    15    [7.] 9. The term "acquisition transaction" means any  merger,  consol-
    16  idation  or  purchase  of assets and assumption of liabilities of all or
    17  part of a banking institution.
    18    [8.] 10. The term "like-type banking organization" means, with respect
    19  to an out-of-state bank, a banking organization with the type of charter
    20  that most nearly corresponds to the charter of such  out-of-state  bank,
    21  as determined by the superintendent.

    22    [9.]  11. The term "appropriate state supervisor" means the home state
    23  supervisor with supervisory and regulatory jurisdiction over an  out-of-
    24  state  state  bank  or out-of-state state-chartered trust company in its
    25  home state.
    26    [10.] 12. The term "banking institution" means any bank, trust  compa-
    27  ny,  savings  bank, savings and loan association, or branch of a foreign
    28  banking corporation the deposits of which are  insured  by  the  federal
    29  deposit  insurance corporation, which is incorporated, chartered, organ-
    30  ized or licensed under the laws of this state or any other state of  the
    31  United States, or under the laws of the United States.
    32    13.    The  term "branch" means any office of a banking institution at

    33  which deposits are received, checks paid or  money  lent.    Except  for
    34  purposes of subdivision three of section two hundred twenty-four of this
    35  article, the term shall not include an automated teller machine or other
    36  electronic  facility.  For  purposes  of this article, the term "branch"
    37  shall also refer to the principal or main office of a  banking  institu-
    38  tion.
    39    14.  The  term "trust office" means an office of a banking institution
    40  other than a branch at which such institution may conduct  one  or  more
    41  fiduciary activities permitted for a trust company.
    42    § 7. Section 223 of the banking law, as added by chapter 9 of the laws
    43  of 1996, is amended to read as follows:

    44    § 223. [Initial entry by out-of-state banks] Establishment of branches
    45  or trust offices by means of an acquisition transaction. An out-of-state
    46  bank  [that does not operate a branch in this state] may maintain one or
    47  more branches or one or more trust offices located in  this  state  that
    48  have been acquired by means of an acquisition transaction.
    49    § 8. Section 223-a of the banking law is REPEALED.
    50    §  9. Section 223-b of the banking law, as added by chapter 316 of the
    51  laws of 2008, is amended to read as follows:
    52    § [223-b. Initial entry] 223-a. Establishment of branches  by  out-of-
    53  state  banks  by  de  novo branching. In addition to the authority of an
    54  out-of-state bank to maintain a branch or branches by means of an acqui-

    55  sition transaction, an out-of-state bank may [enter New York  by  estab-
    56  lishing] establish one or more de novo branches in this state; provided,
        A. 10567--A                         5
 
     1  however,  that  [in each instance the laws of the jurisdiction where the
     2  out-of-state bank has its principal office  expressly  authorize  a  New
     3  York  bank to establish one or more de novo branches under conditions no
     4  more  restrictive than those imposed by this section as so determined by
     5  the superintendent] an out-of-state state bank shall obtain  the  super-
     6  intendent's  prior  approval  in  accordance  with  the  requirements in
     7  section two hundred twenty-four of this chapter.

     8    § 10. Section 223-c of the banking law is REPEALED.
     9    § 11. Section 224 of the banking law, as amended by chapter 9  of  the
    10  laws  of  1996  and  subdivision 1 as amended by section 26 of part O of
    11  chapter 59 of the laws of 2006, is amended to read as follows:
    12    § 224. [Establishment of additional  branches  by  out-of-state  state
    13  banks]  Application  for  the establishment of branches or trust offices
    14  not resulting from an acquisition transaction; retention of branches  or
    15  trust  offices resulting from merger or acquisition.  1. [Subject to the
    16  provisions of this article, an out-of-state state bank  which  maintains
    17  one or more branches in this state may open and occupy one or more addi-

    18  tional  de novo branches in this state with prior approval of the super-
    19  intendent. An  application  for  approval  submitted  pursuant  to  this
    20  section  shall  contain  such  information  as  the superintendent deems
    21  necessary.] An application for approval to the superintendent containing
    22  such information as he or she deems necessary shall be submitted  by  an
    23  out-of-state  state  bank  prior to the establishment of each branch. At
    24  the time of making such application, an investigation fee as  prescribed
    25  pursuant  to  section  eighteen-a  of  this chapter shall be paid to the
    26  superintendent for each branch [office] for which approval is sought. If
    27  the superintendent finds that the opening of the branch [office] is  not

    28  consistent  with  the  declaration of policy set forth in section ten of
    29  this chapter, he or she shall notify the applicant that the  application
    30  has been denied.  An out-of-state state bank or out-of-state state-char-
    31  tered  trust  company  seeking to establish one or more trust offices in
    32  this state shall comply with the notice procedures set forth in subdivi-
    33  sion four of section one hundred thirty-one of this chapter.
    34    2. Subject to the provisions of this article, if the merger or  acqui-
    35  sition agreement so provides, an out-of-state state bank may maintain as
    36  a branch or branches or trust office or trust offices the place or plac-
    37  es  of  business  of  any banking institution which it has received into
    38  itself as a result of an  acquisition  transaction  authorized  by  this
    39  article.

    40    3.  No out-of-state state bank shall open, occupy or maintain a branch
    41  in this state at a location not permitted to a like-type banking  organ-
    42  ization.
    43    §  12.    The  banking law is amended by adding a new section 224-a to
    44  read as follows:
    45    § 224-a. Change of location of branches or trust  offices  by  out-of-
    46  state  state  banks  or out-of-state state-chartered trust companies. An
    47  application for approval containing such information as the  superinten-
    48  dent deems necessary shall be submitted by an out-of-state state bank or
    49  an out-of-state state-chartered trust company prior to the relocation of
    50  a  branch  or  trust  office  in  this state. At the time of making such
    51  application, an investigation fee  as  prescribed  pursuant  to  section

    52  eighteen-a  of this chapter shall be paid to the superintendent for each
    53  branch or trust office for which approval is sought. If the  superinten-
    54  dent  shall be satisfied that such relocation may be permitted under the
    55  terms of this chapter and that there is no reasonable objection to  such
    56  change, he or she shall approve such application.
        A. 10567--A                         6
 
     1    §  13.  Section 225 of the banking law, as amended by chapter 9 of the
     2  laws of 1996 and subdivisions 1 and 2 as amended by chapter 547  of  the
     3  laws of 2008, is amended to read as follows:
     4    § 225.  Interstate  acquisition transactions. 1. [Without limiting the
     5  transactions permissible under section two hundred twenty-three of  this

     6  article,  an]  An  out-of-state bank may engage in an acquisition trans-
     7  action with a New York bank or with a banking institution located in New
     8  York and may maintain as a branch or branches or trust office  or  trust
     9  offices,  the  branches  or  trust  offices, respectively, [the place or
    10  places of business] of any such New York  bank  or  banking  institution
    11  which  it  has  received  into  itself  as a result of such transaction,
    12  subject to the requirements of this article.
    13    2. Except when section twenty-nine of this  chapter  applies,  section
    14  six  hundred  one  or six hundred one-a of this chapter, as the case may
    15  be, and section six hundred one-b of this chapter  shall  apply  to  any

    16  acquisition  transaction  [authorized  by  this  article]  in  which the
    17  receiving corporation is a New York bank. In the case of [any other]  an
    18  acquisition  transaction  authorized by this article in which an out-of-
    19  state bank or out-of-state trust company is the  receiving  corporation,
    20  the  out-of-state bank or out-of-state trust company shall file with the
    21  superintendent a copy of any  application  filed  with  the  appropriate
    22  state supervisor and appropriate federal banking agency.
    23    3. At the time when a merger or consolidation authorized by this arti-
    24  cle or by section six hundred of this chapter becomes effective:
    25    (a)  the resulting or consolidated corporation shall be considered the
    26  same business and corporate entity as each  of  the  constituent  corpo-
    27  rations;

    28    (b)  all  the  property,  rights, powers and franchises of each of the
    29  constituent corporations shall vest in  the  resulting  or  consolidated
    30  corporation  and  the  resulting  or  consolidated  corporation shall be
    31  subject to and shall be deemed to have assumed all of the debts, liabil-
    32  ities, obligations and duties of each  constituent  corporation  and  to
    33  have  succeeded  to all of its relationships, fiduciary or otherwise, as
    34  fully and to the same extent as if such property, rights, powers,  fran-
    35  chises,  debts,  liabilities,  obligations, duties and relationships had
    36  been originally acquired, incurred or entered into by the  resulting  or
    37  consolidated corporation;
    38    (c)  any  reference to a constituent corporation in any contract, will
    39  or document, whether executed or taking effect before or after the merg-

    40  er or consolidation, shall be considered a reference to the resulting or
    41  consolidated corporation if not inconsistent with the  other  provisions
    42  of the contract, will or document; [and]
    43    (d)  a  pending  action  or  other  judicial  proceeding  to which any
    44  constituent corporation is a party, shall not be deemed to  have  abated
    45  or  to  have  discontinued by reason of the merger or consolidation, but
    46  may be prosecuted to final judgment, order or decree in the same  manner
    47  as if the merger or consolidation had not been made, or the resulting or
    48  consolidated corporation may be substituted as a party to such action or
    49  proceeding,  and  any  judgment,  order or decree may be rendered for or
    50  against it that might have been rendered for or against such constituent
    51  corporation if the merger or consolidation had not occurred[.]; and

    52    (e) nothing in this subdivision shall be deemed to authorize a banking
    53  institution to exercise any power or engage in any activity  not  other-
    54  wise permitted under its charter.
    55    4. In the case of a merger or consolidation authorized by this article
    56  in  which  an  out-of-state  bank  or  out-of-state trust company is the
        A. 10567--A                         7
 
     1  resulting or consolidated corporation, the franchise of any  constituent
     2  New  York  bank shall automatically terminate when the merger or consol-
     3  idation is consummated.
     4    §  14.  Section 225-a of the banking law, as amended by chapter 454 of
     5  the laws of 2006, is amended to read as follows:
     6    § 225-a. Power of superintendent to examine branches or trust  offices

     7  of out-of-state state banks or out-of-state state-chartered trust compa-
     8  nies.  The superintendent shall have the power at any time in his or her
     9  discretion to examine every branch or trust office located in this state
    10  of an out-of-state state  bank  or  out-of-state  state-chartered  trust
    11  company  for  the same purposes and to the same extent as is provided in
    12  the case of banking organizations pursuant to  the  provisions  of  this
    13  chapter.
    14    §  15.  Section 225-b of the banking law, as amended by chapter 217 of
    15  the laws of 2010, is amended to read as follows:
    16    § 225-b. Applicability of certain sections to out-of-state banks.   1.
    17  Except as otherwise provided in this section, nothing in article five or
    18  article  five-B  of  this chapter shall apply to an out-of-state bank or

    19  out-of-state trust company authorized to open,  occupy  and  maintain  a
    20  branch  pursuant  to  the  provisions  of this article or a trust office
    21  pursuant to this article or to subdivision four of section  one  hundred
    22  thirty-one of this chapter. Any reference in this chapter (other than in
    23  article  five  or article five-B) to a foreign bank, foreign corporation
    24  or foreign banking corporation shall be deemed to be a reference  to  an
    25  out-of-state  bank  or  out-of-state  trust  company authorized to open,
    26  occupy and maintain a branch pursuant to the provisions of this  article
    27  or  a  trust  office  pursuant to this article or to subdivision four of
    28  section one hundred thirty-one  of  this  chapter.  Notwithstanding  the

    29  foregoing,  [(a)] the provisions of [sections] section two hundred two-h
    30  (Repayment of deposits standing in the names of minors, trustees,  joint
    31  depositors or custodians; interpleader in certain actions), [two hundred
    32  three  (Change  of  location,  name  or  business)  and two hundred four
    33  (Reports of foreign banking corporations; penalties)]  of  this  chapter
    34  shall apply with equal force and effect to out-of-state banks or out-of-
    35  state  trust  companies  authorized to open, occupy or maintain branches
    36  pursuant to the provisions of this article[; and (b) the].
    37    2. The provisions of section three hundred ninety-nine-a,  subdivision
    38  three  of  section  one  hundred  thirty, subdivision two of section one

    39  hundred forty-three, subdivision five of section two hundred forty-seven
    40  and subdivision five of section three hundred ninety-nine of this  chap-
    41  ter  with  respect to restrictions on executive officers or directors of
    42  foreign banking corporations and  the  provisions  of  sections  twenty,
    43  twenty-six, thirty, thirty-one and six hundred thirty-four, [subdivision
    44  two  of section thirteen,] subdivisions eleven and twelve of section six
    45  hundred five, subdivision four of section six hundred six and  paragraph
    46  (a)  of  subdivision  one of section fourteen of this chapter, shall not
    47  apply to out-of-state banks  authorized  to  open,  occupy  or  maintain
    48  branches pursuant to the provisions of this article.
    49    § 16. Subdivisions 6 and 8 of section 600 of the banking law, subdivi-
    50  sion  6  as  amended  by chapter 9 of the laws of 1996, subdivision 8 as

    51  amended by chapter 152 of the laws of 1993, as renumbered by chapter 455
    52  of the laws of 2006 and as further amended by section 104 of part  A  of
    53  chapter 62 of the laws of 2011, are amended to read as follows:
    54    (6)  One  or  more banks, trust companies, stock-form savings banks or
    55  stock-form savings and loan associations, with one or more  out-of-state
    56  banks  or  out-of-state  trust  companies  as  such  [term is] terms are
        A. 10567--A                         8
 
     1  defined in [subdivision one of] section two hundred twenty-two  of  this
     2  chapter.
     3    (8)  Such  other mergers between and among banking institutions as the
     4  superintendent of financial services may authorize.  The  superintendent
     5  may  promulgate such regulations as he or she deems necessary and proper

     6  to implement and define the provisions of this paragraph.
     7    § 17. Paragraph (g) of subdivision 1 of section 601-a of  the  banking
     8  law,  as  amended  by  chapter  152  of  the laws of 1993 and as further
     9  amended by section 104 of part A of chapter 62 of the laws of  2011,  is
    10  amended to read as follows:
    11    (g)  One  or  more banks, trust companies, stock-form savings banks or
    12  stock-form savings and loan associations, with one or more  out-of-state
    13  banks  or  out-of-state  trust  companies  as  such terms are defined in
    14  section two hundred twenty-two of this chapter.
    15    (h) One or more banking institutions by  another  banking  institution
    16  [to  the  extent  permitted  under  regulations of the superintendent of

    17  financial services] as the superintendent may authorize. For purposes of
    18  this paragraph, a branch or agency  of  a  foreign  banking  corporation
    19  licensed  pursuant  to  article two of this chapter and seeking approval
    20  for a transfer  of  fiduciary  relationships  pursuant  to  section  six
    21  hundred  four-a  of  this chapter shall be considered a banking institu-
    22  tion. The superintendent may promulgate such regulations as  he  or  she
    23  deems  necessary  and  proper  to implement and define the provisions of
    24  this paragraph.
    25    § 18. Section 604-a of the banking law, as added by chapter 743 of the
    26  laws of 1958, the section heading and subdivision 1 as amended by  chap-
    27  ter  297 of the laws of 1993, subdivision 2 as amended by chapter 489 of

    28  the laws of 1963 and subdivision 3 as amended by chapter 115 of the laws
    29  of 1981, is amended to read as follows:
    30    § 604-a. Transfer of fiduciary relationships [of  a  banking  institu-
    31  tion]. 1. If any banking institution, including a bank or trust company,
    32  national  banking  association,  savings  bank, savings and loan associ-
    33  ation, federally chartered savings  bank,  federally  chartered  savings
    34  [and  loan]  association,  or  a  branch  or agency of a foreign banking
    35  corporation licensed pursuant to article two of this chapter, located in
    36  this state, shall have transferred  all  or  substantially  all  of  its
    37  assets  to  another banking institution in a transaction subject to this
    38  chapter pursuant to a  written  agreement  between  the  transferor  and

    39  transferee  [corporations]  whereby  the  transferee  [corporation]  has
    40  assumed the deposit liabilities, if any, of the transferor [corporation]
    41  and has agreed to assume all fiduciary relationships of  the  transferor
    42  [corporation],  the  transferee  [corporation] may file in the office of
    43  the superintendent a certificate in its name and under  its  [corporate]
    44  seal,  signed  by  its  president, secretary or cashier, setting forth a
    45  copy of such agreement and stating  that  the  transferee  [corporation]
    46  assumes  all  of  the  fiduciary relationships of the transferor [corpo-
    47  ration] pursuant to the provisions of this section;  provided,  however,
    48  that  such  certificate  shall  not  be filed unless the approval of the

    49  superintendent shall have  been  endorsed  thereon  or  annexed  thereto
    50  before  filing.   In the case of a branch or agency licensed pursuant to
    51  article two of this chapter that seeks to participate in  a  transaction
    52  described in this section, such branch or agency shall be subject to the
    53  application and approval requirements governing acquisition transactions
    54  set  forth  in  sections six hundred one-a and six hundred one-b of this
    55  article.
        A. 10567--A                         9
 
     1    2. Upon the filing of such certificate in the  office  of  the  super-
     2  intendent,  all  of  the  property, rights, powers and franchises of the
     3  transferor [corporation] as  fiduciary  shall  vest  in  the  transferee

     4  [corporation]  and  the transferee [corporation] shall be deemed to have
     5  assumed  all  of  the  debts, liabilities, obligations and duties of the
     6  transferor [corporation] as fiduciary, and to have succeeded to all  the
     7  fiduciary  relationships  of  the transferor [corporation], as fully and
     8  with the same effect as is provided in sections one hundred thirty-six-c
     9  and six hundred two of this chapter in the case of  a  merger,  and  any
    10  reference  to the transferor [corporation] as fiduciary in any capacity,
    11  contained in any contract, will or document, whether executed or  taking
    12  effect  before  or after the filing of such certificate in the office of
    13  the superintendent, shall be considered a reference  to  the  transferee
    14  [corporation]  if  not  inconsistent  with  the  other provisions of the

    15  contract, will or document.
    16    3. For [the] purposes of this section, the fiduciary relationships  of
    17  the transferor shall include all relationships as agent, trustee, guard-
    18  ian, receiver, committee, conservator, executor, administrator, or other
    19  fiduciary  in  any  capacity or for any purpose mentioned in section one
    20  hundred of this chapter, and all  relationships  of  the  transferor  as
    21  bailee or depositary of personal property.
    22    4.  This section shall not be deemed to authorize a transferee [corpo-
    23  ration] to assume any fiduciary relationship of a kind  which  it  would
    24  not  otherwise  have  power  to  undertake  and perform. Nothing in this
    25  section shall be deemed to authorize any such  transferee  [corporation]
    26  to  maintain  as  its own office any office previously maintained by the

    27  transferor [corporation], and authority, if any, to  maintain  any  such
    28  office  shall be governed by the applicable provisions of law other than
    29  this section. This section shall not be deemed to apply to contracts  of
    30  the transferor for the leasing of safe deposit boxes or vaults.
    31    § 19. This act shall take effect immediately.