23-48-502. Merger or conversion of state bank into national bank.

23-48-502. Merger or conversion of state bank into national bank. (a) Subject to the provisions of this subchapter and provided that no Arkansas bank which is a party to the merger has a de novo charter, a state bank may merge into a national bank, including a national bank with a home state other than Arkansas. (b) The action to be taken by a merging or converting state bank and its rights and liabilities and those of its shareholders shall be the same as those prescribed for national banks, at the time of the action, by the laws of the United States, and not by the law of this state, except that: (1) The assenting vote of the holders of a simple majority of each class of voting stock of a state bank shall be required for the merger or conversion; (2) Upon the merger of a state bank into a national bank, the stockholders of the state bank shall have dissenters' rights; and (3) If the national bank is an out-of-state bank, then § 23-48-901 et seq. shall be applicable to the merger. (c)(1) Approval by the Bank Commissioner or any other state authority is not necessary for a state bank to convert or merge into a resulting national bank as provided by federal law. (2)(A) However, within ten (10) days following the effective date of the merger or conversion, the resulting bank shall be required to file in the office of the commissioner, a complete copy of the articles of merger or conversion. (B) The copy of the articles of merger or conversion shall be certified by the president or chief executive officer or a vice president of the resulting bank. (d) Upon the completion of the merger or conversion, the charter of any merging or converting state bank shall automatically terminate.