51A-14-1      Merger or consolidation of banks.
51A-14-2      Purchase of assets and assumption of liabilities.
51A-14-3      Conversion from state bank to national bank.
51A-14-4      Conversion from national bank, federal savings association, or federal savings bank to state bank.
51A-14-5      Liquidation procedures in the event of reorganization.
51A-14-6      Emergency takeover.
51A-14-7      Valuation of dissident shareholders' stock.

51A-14-1. Merger or consolidation of banks.

A bank authorized under this title may merge or consolidate with another state bank, national bank or savings and loan association organized pursuant to 12 U.S.C. § 1464 as amended as of January 1, 1990. The provisions of §§ 51A-2-16 and 51A-3-7 to 51A-3-12, inclusive, govern applications for mergers and consolidations.

Source: SL 1909, ch 222, art 2, § 24; SL 1911, ch 255, § 31; SL 1915, ch 102, art 2, § 27; RC 1919, §§ 8974, 9061; SDC 1939, § 6.0404; SDCL § 51-13-1; SL 1969, ch 11, § 12.1; SL 1979, ch 325; SL 1981, ch 346, § 64; SL 1988, ch 377, § 156; SL 1990, ch 383, § 1; SDCL § 51-26-1; SL 2012, ch 252, § 22.

51A-14-2. Purchase of assets and assumption of liabilities.

A bank may purchase the assets and assume the liabilities of another state bank, national bank or savings and loan association organized pursuant to 12 U.S.C. § 1464 as amended as of January 1, 1990. The provisions of §§ 51A-2-16 and 51A-3-7 to 51A-3-12, inclusive, govern such applications.

Source: SL 1981, ch 346, § 65; SDCL § 51-26-4; SL 1988, ch 377, § 159; SL 1990, ch 383, § 2; SDCL § 51-26-1.1; SL 2012, ch 252, § 23.

51A-14-3. Conversion from state bank to national bank.

Any bank may make application for reorganization as a national bank under the laws of the United States. The bank shall forward to the director a copy of a resolution of the board of directors to convert to a national bank. In the event such bank secures a certificate from the comptroller of the currency authorizing it to transact business as a national bank, such national bank shall take and hold all the assets, real and personal, of such state bank, subject to all liabilities existing against such bank at the time of such reorganization, and shall immediately notify the director of such reorganization and transfer. At the time of reorganization, the directors of such bank shall institute proceedings to dissolve legally the old state bank charter in the same manner as provided herein for dissolution under voluntary liquidation.

Source: SL 1909, ch 222, art 2, § 22; SL 1915, ch 102, art 2, § 25; RC 1919, § 8972; SDC 1939, § 6.0406; SDCL, § 51-13-2; SL 1969, ch 11, § 12.2; SL 1988, ch 377, § 157; SDCL, § 51-26-2.

51A-14-4. Conversion from national bank, federal savings association, or federal savings bank to state bank.

Any national bank, federal savings association, or federal savings bank that desires to take the necessary steps to effect dissolution as a national bank, a federal savings association or a federal savings bank with the federal regulatory authority having jurisdiction may make application to the director to reorganize as a state bank. An application for conversion to a state bank shall consist of a letter of intent signed by a majority of the institution's board of directors together with any additional information required by the director. The stockholders of the national bank, federal savings association, or federal savings bank shall make, execute, and acknowledge articles of incorporation as required by this title. Upon receipt of an application for approval of a conversion, the director shall conduct such investigation as he may deem necessary to ascertain whether:

(1)    The letter of intent and supporting items satisfy the requirements of this title;

(2)    The plan of conversion adequately protects the interests of depositors;

(3)    The requirements for a conversion under all applicable laws have been satisfied, and the resulting state bank would satisfy the requirements for banks authorized by this title; and

(4)    The resulting state bank will possess an adequate capital structure.

Upon filing and approval of such articles as provided by this title, and upon the issuance of a certificate of authority by the director as provided herein, the institution may transact business as a state bank, and thereupon all assets, real and personal, of the dissolved national bank, federal savings association, or federal savings bank shall be vested in and become the property of the state bank.

Source: SDC 1939, § 6.0407; SDCL § 51-13-3; SL 1969, ch 11, § 12.3; SL 1988, ch 377, § 158; SDCL § 51-26-3; SL 1993, ch 352; SL 2012, ch 252, § 24.

51A-14-5. Liquidation procedures in the event of reorganization.

If a bank has been merged or consolidated with another bank or the bank's assets have been purchased and the bank's liabilities assumed by another bank, in any instance other than an emergency, within thirty days thereafter, the directors of the bank shall institute proceedings to legally dissolve the bank's charter in the same manner as provided for voluntary liquidation in chapter 51A-15. However, no notice need be given pursuant to § 51A-15-3. Approval by the director of the merger, consolidation, or purchase of assets and assumption of liabilities constitutes approval of the voluntary liquidation as provided in § 51A-15-1. However, the approval is subject to approval of the proposal to liquidate and dissolve by a vote of two-thirds of the outstanding stock of the liquidating bank at a meeting called for the purpose of considering such action.

Source: SL 1981, ch 346, § 66; SL 1988, ch 377, § 160; SL 1989, ch 411, § 4; SDCL § 51-26-5; SL 2015, ch 239, § 8.

51A-14-6. Emergency takeover.

If the director, pursuant to § 51A-15-21, or if the commission deems it necessary that a state bank, national bank, or savings and loan association organized pursuant to 12 U.S.C. § 1464 as amended as of January 1, 1990, be merged, consolidated, or its assets purchased and its liabilities assumed in order to protect the depositors and the public from unsound practices, and another bank is willing to merge, consolidate, or purchase the assets and assume the liabilities of such financial institution, the commission may declare that such merger, consolidation, or purchase of assets and assumption of liabilities shall constitute an emergency takeover. The commission may waive any requirement, whether by law or by rule, relative to required application materials, thoroughness of the director's investigation, and length of time before the commission may act. Nothing in this section limits in any way the rights of shareholders of either financial institution to approve the transaction and the manner required by state or federal law.

Source: SL 1981, ch 346, § 67; SL 1988, ch 377, § 161; SL 1990, ch 383, § 3; SDCL § 51-26-6; SL 2012, ch 252, § 25.

51A-14-7. Valuation of dissident shareholders' stock.

The provisions of §§ 47-1A-1107 to 47-1A-1107.4, inclusive, and §§ 47-1A-1302 to 47-1A-1331.2, inclusive, apply when establishing the valuation of shares of bank stock owned by dissident shareholders.

Source: SL 1984, ch 317; SL 1988, ch 377, § 162; SDCL, § 51-26-7; SL 2005, ch 202, § 17.