LBD14431-01-2
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(B) A SALE OR OTHER TRANSFER OF A BRANCH OFFICE WHICH DOES NOT RESULT
IN ANY MATERIAL REDUCTION IN THE FINANCIAL SERVICES OFFERED AT SUCH
LOCATION;
(C) THE CLOSING OF A BRANCH OFFICE ACQUIRED FROM A FAILING OR FAILED
INSTITUTION, PROVIDED THAT SUCH CLOSING OCCURS WITHIN ONE HUNDRED EIGHTY
DAYS FROM THE DATE OF THE ACQUISITION; OR
(D) THE CLOSING OF A BRANCH OFFICE WHEN UNEXPECTED CIRCUMSTANCES MAKE
STRICT COMPLIANCE IMPOSSIBLE, PROVIDED THAT SUCH DETERMINATION SHALL BE
SOLELY WITHIN THE DISCRETION OF THE SUPERINTENDENT AND PROVIDED FURTHER
THAT THE SUPERINTENDENT MAY REQUIRE THE BANKING ORGANIZATION TO COMPLY
WITH THE REQUIREMENTS OF THIS SECTION TO THE EXTENT POSSIBLE.
2. Every banking organization shall submit to the superintendent a
report of its planned or intended closing of a branch office, and shall
give written notice to any person who maintains a banking account
relationship with such branch office which is the subject of such
planned or intended closing, no less than ninety days nor more than one
hundred [twenty] EIGHTY days prior to the date of actual closing. The
banking organization shall post and keep posted in a conspicuous place
notice of such planned closing at such branch office, commencing on the
date the banking organization submits its report pursuant to the forego-
ing provision and until the proposed closing is effected or withdrawn.
3. Such report shall be in writing and shall contain a statement of
the reasons leading to the decision to close the branch and any statis-
tical or other information in support thereof. Such report shall be and
remain at all times subject to the provisions of subdivision ten of
section thirty-six of this chapter. Such report shall also contain THE
FOLLOWING INFORMATION, PROVIDED THAT THE SUPERINTENDENT MAY WAIVE OR
MODIFY THESE REQUIREMENTS FOR GOOD CAUSE:
(a) a past (at least three years), present and projected financial
analysis of deposits at such branch (giving number of accounts and
dollar amount, profits and losses);
(b) a past (at least three years), present and projected financial
analysis of profits and losses relating to the loan activity at such
branch;
(c) a detailed map of the general area served by such branch showing
the distance and direction of all remaining state or federally chartered
institutions within such area and any licensee of the department which
provides financial services of any kind; and
(d) a description of any planned limited or full service banking
facility to be opened within such area by either the reporting banking
organization or, if known, to the reporting banking organization, by any
other banking institution.
S 3. Paragraph (a) of subdivision 5 of section 105 of the banking law,
as amended by chapter 547 of the laws of 2008, is amended to read as
follows:
(a) A bank or trust company may, if the merger or asset acquisition is
permitted by law, and if the merger or asset acquisition agreement so
provides, maintain as a branch office or branch offices OR TRUST OFFICE
OR TRUST OFFICES, the place or places of business of any bank, trust
company, safe deposit company, national banking association, out-of-
state state bank OR OUT-OF-STATE TRUST COMPANY (as such [term is] TERMS
ARE defined in section two hundred twenty-two of this chapter), savings
bank, or savings and loan association, federal savings bank or federal
savings and loan association which it has received into itself by merger
or by acquisition of assets thereof pursuant to the provisions of this
chapter and, if the merger or acquisition agreement so provides, may
A. 10515 3
maintain, as its principal office rather than as a branch OR TRUST
office, the principal office of such banking institution with which it
has merged or from which it has acquired assets (so long as such princi-
pal office is located in this state), in which event the former princi-
pal office of the receiving or acquiring bank or trust company may be
maintained as a branch office. A state bank or trust company resulting
from the conversion of a national banking association may, if the
conversion agreement so provides, maintain as a branch office or branch
offices OR TRUST OFFICE OR TRUST OFFICES the place or places of business
of the national banking association. As used in this subdivision, the
term "place or places of business" shall include any branch office OR
TRUST OFFICE of the banking institution that was converted, merged or
the assets of which were acquired which has been approved pursuant to
this chapter or federal law or the law of another state, as the case may
be, even if such branch office OR TRUST OFFICE is not in operation at
the time said merger, asset acquisition or conversion becomes effective.
S 4. Subdivision 1 of section 105-b of the banking law, as added by
chapter 209 of the laws of 2008, is amended to read as follows:
1. A trust company may establish or acquire and maintain one or more
trust offices anywhere in this state, or[, if and to the extent author-
ized by another state, in a state other than this state] OUTSIDE THE
STATE OF NEW YORK, EITHER IN THE UNITED STATES OR IN FOREIGN COUNTRIES.
S 5. Subdivision 2 of section 202-a of the banking law, as amended by
chapter 288 of the laws of 1987, is amended to read as follows:
2. A foreign banking corporation organized under the laws of a foreign
country [or of Puerto Rico] may be licensed pursuant to article two of
this chapter to maintain a branch or branches in this state and may
engage in the business of receiving deposits in this state.
S 6. Section 222 of the banking law, as amended by chapter 9 of the
laws of 1996 and subdivision 10 as added by chapter 217 of the laws of
2010, is amended to read as follows:
S 222. Definitions. In this article, the following definitions shall
apply:
1. The term "out-of-state bank" means an out-of-state state bank [or],
an out-of-state national bank, OR AN OUT-OF-STATE FEDERAL SAVINGS ASSO-
CIATION.
2. The term "out-of-state state bank" means a state bank, as such term
is defined in section 3(a)(2) of the Federal Deposit Insurance Act (12
U.S.C. 1813(a)(2)), OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY,
but such term shall not include a banking organization.
3. The term "out-of-state national bank" means a national banking
association the main office of which is located outside this state.
4. THE TERM "OUT-OF-STATE FEDERAL SAVINGS ASSOCIATION" MEANS ANY
FEDERAL SAVINGS ASSOCIATION OR FEDERAL SAVINGS BANK WHICH IS CHARTERED
UNDER SECTION 5 OF THE HOME OWNERS LOAN ACT (12 U.S.C. 1464) THE HOME
OFFICE OF WHICH IS LOCATED OUTSIDE THIS STATE.
5. THE TERM "OUT-OF-STATE TRUST COMPANY" MEANS EITHER A NATIONALLY
CHARTERED TRUST COMPANY OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY
THAT HAS THE POWER TO EXERCISE FIDUCIARY POWERS, BUT IT NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION.
[4.] 6. The term "New York bank" means a bank, trust company [or]
savings bank, OR SAVINGS AND LOAN ASSOCIATION as such terms are defined
in subdivisions one, two [and], four AND EIGHT of section two of this
chapter.
[5.] 7. The term "state" means any state of the United States (other
than this state), the District of Columbia, any territory of the United
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States, PUERTO RICO, Guam, American Samoa, the Trust Territory of the
Pacific Islands, the United States Virgin Islands, and the Northern
Mariana Islands.
[6.] 8. The term "home state" means with respect to an out-of-state
state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY, the state
under the laws of which such out-of-state state bank OR OUT-OF-STATE
STATE-CHARTERED TRUST COMPANY is incorporated or otherwise organized,
and with respect to an out-of-state national bank OR TRUST COMPANY, the
state in which such out-of-state national bank's OR TRUST COMPANY'S main
office is located.
[7.] 9. The term "acquisition transaction" means any merger, consol-
idation or purchase of assets and assumption of liabilities of all or
part of a banking institution.
[8.] 10. The term "like-type banking organization" means, with respect
to an out-of-state bank, a banking organization with the type of charter
that most nearly corresponds to the charter of such out-of-state bank,
as determined by the superintendent.
[9.] 11. The term "appropriate state supervisor" means the home state
supervisor with supervisory and regulatory jurisdiction over an out-of-
state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY in its
home state.
[10.] 12. The term "banking institution" means any bank, trust compa-
ny, savings bank, savings and loan association, or branch of a foreign
banking corporation the deposits of which are insured by the federal
deposit insurance corporation, which is incorporated, chartered, organ-
ized or licensed under the laws of this state or any other state of the
United States, OR UNDER THE LAWS OF THE UNITED STATES.
13. THE TERM "BRANCH" MEANS ANY OFFICE OF A BANKING INSTITUTION AT
WHICH DEPOSITS ARE RECEIVED, CHECKS PAID OR MONEY LENT. THE TERM SHALL
NOT INCLUDE AN AUTOMATED TELLER MACHINE OR OTHER ELECTRONIC FACILITY.
FOR PURPOSES OF THIS ARTICLE, THE TERM "BRANCH" SHALL ALSO REFER TO THE
PRINCIPAL OR MAIN OFFICE OF A BANKING INSTITUTION.
14. THE TERM "TRUST OFFICE" MEANS AN OFFICE OF A BANKING INSTITUTION
OTHER THAN A BRANCH AT WHICH SUCH INSTITUTION MAY CONDUCT ONE OR MORE
FIDUCIARY ACTIVITIES PERMITTED FOR A TRUST COMPANY.
S 7. Section 223 of the banking law, as added by chapter 9 of the laws
of 1996, is amended to read as follows:
S 223. [Initial entry by out-of-state banks] ESTABLISHMENT OF BRANCHES
OR TRUST OFFICES BY MEANS OF AN ACQUISITION TRANSACTION. An out-of-state
bank [that does not operate a branch in this state] may maintain one or
more branches OR ONE OR MORE TRUST OFFICES located in this state THAT
HAVE BEEN acquired by means of an acquisition transaction.
S 8. Section 223-a of the banking law is REPEALED.
S 9. Section 223-b of the banking law, as added by chapter 316 of the
laws of 2008, is amended to read as follows:
S [223-b. Initial entry] 223-A. ESTABLISHMENT OF BRANCHES by out-of-
state banks by de novo branching. In addition to the authority of an
out-of-state bank to maintain a branch or branches by means of an acqui-
sition transaction, an out-of-state bank may [enter New York by estab-
lishing] WITH THE APPROVAL OF THE SUPERINTENDENT ESTABLISH one or more
de novo branches in this state[; provided, however, that in each
instance the laws of the jurisdiction where the out-of-state bank has
its principal office expressly authorize a New York bank to establish
one or more de novo branches under conditions no more restrictive than
those imposed by this section as so determined by the superintendent].
S 10. Section 223-c of the banking law is REPEALED.
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S 11. Section 224 of the banking law, as amended by chapter 9 of the
laws of 1996 and subdivision 1 as amended by section 26 of part O of
chapter 59 of the laws of 2006, is amended to read as follows:
S 224. [Establishment of additional branches by out-of-state state
banks] APPLICATION FOR THE ESTABLISHMENT OF BRANCHES OR TRUST OFFICES
NOT RESULTING FROM AN ACQUISITION TRANSACTION; RETENTION OF BRANCHES OR
TRUST OFFICES RESULTING FROM MERGER OR ACQUISITION. 1. [Subject to the
provisions of this article, an out-of-state state bank which maintains
one or more branches in this state may open and occupy one or more addi-
tional de novo branches in this state with prior approval of the super-
intendent. An application for approval submitted pursuant to this
section shall contain such information as the superintendent deems
necessary.] AN APPLICATION FOR APPROVAL TO THE SUPERINTENDENT CONTAINING
SUCH INFORMATION AS HE OR SHE DEEMS NECESSARY SHALL BE SUBMITTED BY AN
OUT-OF-STATE STATE BANK PRIOR TO THE ESTABLISHMENT OF EACH BRANCH. At
the time of making such application, an investigation fee as prescribed
pursuant to section eighteen-a of this chapter shall be paid to the
superintendent for each branch [office] for which approval is sought. If
the superintendent finds that the opening of the branch [office] is not
consistent with the declaration of policy set forth in section ten of
this chapter, he or she shall notify the applicant that the application
has been denied. AN OUT-OF-STATE STATE BANK OR OUT-OF-STATE STATE-CHAR-
TERED TRUST COMPANY SEEKING TO ESTABLISH ONE OR MORE TRUST OFFICES IN
THIS STATE SHALL COMPLY WITH THE NOTICE PROCEDURES SET FORTH IN SUBDIVI-
SION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER.
2. Subject to the provisions of this article, if the merger or acqui-
sition agreement so provides, an out-of-state state bank may maintain as
a branch or branches OR TRUST OFFICE OR TRUST OFFICES the place or plac-
es of business of any banking institution which it has received into
itself as a result of an acquisition transaction authorized by this
article.
3. No out-of-state state bank shall open, occupy or maintain a branch
in this state at a location not permitted to a like-type banking organ-
ization.
S 12. The banking law is amended by adding a new section 224-a to
read as follows:
S 224-A. CHANGE OF LOCATION OF BRANCHES OR TRUST OFFICES BY
OUT-OF-STATE STATE BANKS OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA-
NIES. AN APPLICATION FOR APPROVAL CONTAINING SUCH INFORMATION AS THE
SUPERINTENDENT DEEMS NECESSARY SHALL BE SUBMITTED BY AN OUT-OF-STATE
STATE BANK OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY PRIOR TO THE
RELOCATION OF A BRANCH OR TRUST OFFICE IN THIS STATE. AT THE TIME OF
MAKING SUCH APPLICATION, AN INVESTIGATION FEE AS PRESCRIBED PURSUANT TO
SECTION EIGHTEEN-A OF THIS CHAPTER SHALL BE PAID TO THE SUPERINTENDENT
FOR EACH BRANCH OR TRUST OFFICE FOR WHICH APPROVAL IS SOUGHT. IF THE
SUPERINTENDENT SHALL BE SATISFIED THAT SUCH RELOCATION MAY BE PERMITTED
UNDER THE TERMS OF THIS CHAPTER AND THAT THERE IS NO REASONABLE
OBJECTION TO SUCH CHANGE, HE OR SHE SHALL APPROVE SUCH APPLICATION.
S 13. Section 225 of the banking law, as amended by chapter 9 of the
laws of 1996 and subdivisions 1 and 2 as amended by chapter 547 of the
laws of 2008, is amended to read as follows:
S 225. Interstate acquisition transactions. 1. [Without limiting the
transactions permissible under section two hundred twenty-three of this
article, an] AN out-of-state bank may engage in an acquisition trans-
action with a New York bank OR WITH A BANKING INSTITUTION LOCATED IN NEW
YORK and may maintain as a branch or branches OR TRUST OFFICE OR TRUST
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OFFICES, THE BRANCHES OR TRUST OFFICES, RESPECTIVELY, [the place or
places of business] of any such New York bank OR BANKING INSTITUTION
which it has received into itself as a result of such transaction,
subject to the requirements of this article.
2. Except when section twenty-nine of this chapter applies, section
six hundred one or six hundred one-a of this chapter, as the case may
be, and section six hundred one-b of this chapter shall apply to any
acquisition transaction [authorized by this article] in which the
receiving corporation is a New York bank. In the case of [any other] AN
acquisition transaction authorized by this article IN WHICH AN
OUT-OF-STATE BANK OR OUT-OF-STATE TRUST COMPANY IS THE RECEIVING CORPO-
RATION, the out-of-state bank OR OUT-OF-STATE TRUST COMPANY shall file
with the superintendent a copy of any application filed with the appro-
priate state supervisor and appropriate federal banking agency.
3. At the time when a merger or consolidation authorized by this arti-
cle OR BY SECTION SIX HUNDRED OF THIS CHAPTER becomes effective:
(a) the resulting or consolidated corporation shall be considered the
same business and corporate entity as each of the constituent corpo-
rations;
(b) all the property, rights, powers and franchises of each of the
constituent corporations shall vest in the resulting or consolidated
corporation and the resulting or consolidated corporation shall be
subject to and shall be deemed to have assumed all of the debts, liabil-
ities, obligations and duties of each constituent corporation and to
have succeeded to all of its relationships, fiduciary or otherwise, as
fully and to the same extent as if such property, rights, powers, fran-
chises, debts, liabilities, obligations, duties and relationships had
been originally acquired, incurred or entered into by the resulting or
consolidated corporation;
(c) any reference to a constituent corporation in any contract, will
or document, whether executed or taking effect before or after the merg-
er or consolidation, shall be considered a reference to the resulting or
consolidated corporation if not inconsistent with the other provisions
of the contract, will or document; [and]
(d) a pending action or other judicial proceeding to which any
constituent corporation is a party, shall not be deemed to have abated
or to have discontinued by reason of the merger or consolidation, but
may be prosecuted to final judgment, order or decree in the same manner
as if the merger or consolidation had not been made, or the resulting or
consolidated corporation may be substituted as a party to such action or
proceeding, and any judgment, order or decree may be rendered for or
against it that might have been rendered for or against such constituent
corporation if the merger or consolidation had not occurred[.]; AND
(E) NOTHING IN THIS SUBDIVISION SHALL BE DEEMED TO AUTHORIZE A BANKING
INSTITUTION TO EXERCISE ANY POWER OR ENGAGE IN ANY ACTIVITY NOT OTHER-
WISE PERMITTED UNDER ITS CHARTER.
4. In the case of a merger or consolidation authorized by this article
in which an out-of-state bank OR OUT-OF-STATE TRUST COMPANY is the
resulting or consolidated corporation, the franchise of any constituent
New York bank shall automatically terminate when the merger or consol-
idation is consummated.
S 14. Section 225-a of the banking law, as amended by chapter 454 of
the laws of 2006, is amended to read as follows:
S 225-a. Power of superintendent to examine branches or trust offices
of out-of-state state banks OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA-
NIES. The superintendent shall have the power at any time in his or her
A. 10515 7
discretion to examine every branch or trust office located in this state
of an out-of-state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST
COMPANY for the same purposes and to the same extent as is provided in
the case of banking organizations pursuant to the provisions of this
chapter.
S 15. Section 225-b of the banking law, as amended by chapter 217 of
the laws of 2010, is amended to read as follows:
S 225-b. Applicability of certain sections to out-of-state banks.
1. Except as otherwise provided in this section, nothing in article
five or article five-B of this chapter shall apply to an out-of-state
bank OR OUT-OF-STATE TRUST COMPANY authorized to open, occupy and main-
tain a branch pursuant to the provisions of this article OR A TRUST
OFFICE PURSUANT TO THIS ARTICLE OR TO SUBDIVISION FOUR OF SECTION ONE
HUNDRED THIRTY-ONE OF THIS CHAPTER. Any reference in this chapter (other
than in article five or article five-B) to a foreign bank, foreign
corporation or foreign banking corporation shall be deemed to be a
reference to an out-of-state bank OR OUT-OF-STATE TRUST COMPANY author-
ized to open, occupy and maintain a branch pursuant to the provisions of
this article OR A TRUST OFFICE PURSUANT TO THIS ARTICLE OR TO SUBDIVI-
SION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER. Notwith-
standing the foregoing, [(a)] the provisions of [sections] SECTION two
hundred two-h (Repayment of deposits standing in the names of minors,
trustees, joint depositors or custodians; interpleader in certain
actions), [two hundred three (Change of location, name or business) and
two hundred four (Reports of foreign banking corporations; penalties)]
of this chapter shall apply with equal force and effect to out-of-state
banks OR OUT-OF-STATE TRUST COMPANIES authorized to open, occupy or
maintain branches pursuant to the provisions of this article[; and (b)
the].
2. THE provisions of section three hundred ninety-nine-a, subdivision
three of section one hundred thirty, subdivision two of section one
hundred forty-three, subdivision five of section two hundred forty-seven
and subdivision five of section three hundred ninety-nine of this chap-
ter with respect to restrictions on executive officers or directors of
foreign banking corporations and the provisions of sections twenty,
twenty-six, thirty, thirty-one and six hundred thirty-four, [subdivision
two of section thirteen,] subdivisions eleven and twelve of section six
hundred five, subdivision four of section six hundred six and paragraph
(a) of subdivision one of section fourteen of this chapter, shall not
apply to out-of-state banks authorized to open, occupy or maintain
branches pursuant to the provisions of this article.
S 16. Subdivisions 6 and 8 of section 600 of the banking law, subdivi-
sion 6 as amended by chapter 9 of the laws of 1996, subdivision 8 as
amended by chapter 152 of the laws of 1993, as renumbered by chapter 455
of the laws of 2006 and as further amended by section 104 of part A of
chapter 62 of the laws of 2011, are amended to read as follows:
(6) One or more banks, trust companies, stock-form savings banks or
stock-form savings and loan associations, with one or more out-of-state
banks OR OUT-OF-STATE TRUST COMPANIES as such [term is] TERMS ARE
defined in [subdivision one of] section two hundred twenty-two of this
chapter.
(8) Such other mergers between and among banking institutions as the
superintendent of financial services may authorize. THE SUPERINTENDENT
MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE DEEMS NECESSARY AND PROPER
TO IMPLEMENT AND DEFINE THE PROVISIONS OF THIS PARAGRAPH.
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S 17. Paragraph (g) of subdivision 1 of section 601-a of the banking
law, as amended by chapter 152 of the laws of 1993 and as further
amended by section 104 of part A of chapter 62 of the laws of 2011, is
amended to read as follows:
(g) ONE OR MORE BANKS, TRUST COMPANIES, STOCK-FORM SAVINGS BANKS OR
STOCK-FORM SAVINGS AND LOAN ASSOCIATIONS, WITH ONE OR MORE OUT-OF-STATE
BANKS OR OUT-OF-STATE TRUST COMPANIES AS SUCH TERMS ARE DEFINED IN
SECTION TWO HUNDRED TWENTY-TWO OF THIS CHAPTER.
(H) One or more banking institutions by another banking institution
[to the extent permitted under regulations of the superintendent of
financial services] AS THE SUPERINTENDENT MAY AUTHORIZE. FOR PURPOSES OF
THIS PARAGRAPH, A BRANCH OR AGENCY OF A FOREIGN BANKING CORPORATION
LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER AND SEEKING APPROVAL
FOR A TRANSFER OF FIDUCIARY RELATIONSHIPS PURSUANT TO SECTION SIX
HUNDRED FOUR-A OF THIS CHAPTER SHALL BE CONSIDERED A BANKING INSTITU-
TION. THE SUPERINTENDENT MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE
DEEMS NECESSARY AND PROPER TO IMPLEMENT AND DEFINE THE PROVISIONS OF
THIS PARAGRAPH.
S 18. Section 604-a of the banking law, as added by chapter 743 of the
laws of 1958, the section heading and subdivision 1 as amended by chap-
ter 297 of the laws of 1993, subdivision 2 as amended by chapter 489 of
the laws of 1963 and subdivision 3 as amended by chapter 115 of the laws
of 1981, is amended to read as follows:
S 604-a. Transfer of fiduciary relationships [of a banking institu-
tion]. 1. If any banking institution, including a bank or trust company,
national banking association, savings bank, savings and loan associ-
ation, federally chartered savings bank, federally chartered savings
[and loan] association, OR A BRANCH OR AGENCY OF A FOREIGN BANKING
CORPORATION LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER, located in
this state, shall have transferred all or substantially all of its
assets to another banking institution in a transaction subject to this
chapter pursuant to a written agreement between the transferor and
transferee [corporations] whereby the transferee [corporation] has
assumed the deposit liabilities, if any, of the transferor [corporation]
and has agreed to assume all fiduciary relationships of the transferor
[corporation], the transferee [corporation] may file in the office of
the superintendent a certificate in its name and under its [corporate]
seal, signed by its president, secretary or cashier, setting forth a
copy of such agreement and stating that the transferee [corporation]
assumes all of the fiduciary relationships of the transferor [corpo-
ration] pursuant to the provisions of this section; provided, however,
that such certificate shall not be filed unless the approval of the
superintendent shall have been endorsed thereon or annexed thereto
before filing. IN THE CASE OF A BRANCH OR AGENCY LICENSED PURSUANT TO
ARTICLE TWO OF THIS CHAPTER THAT SEEKS TO PARTICIPATE IN A TRANSACTION
DESCRIBED IN THIS SECTION, SUCH BRANCH OR AGENCY SHALL BE SUBJECT TO THE
APPLICATION AND APPROVAL REQUIREMENTS GOVERNING ACQUISITION TRANSACTIONS
SET FORTH IN SECTIONS SIX HUNDRED ONE-A AND SIX HUNDRED ONE-B OF THIS
ARTICLE.
2. Upon the filing of such certificate in the office of the super-
intendent, all of the property, rights, powers and franchises of the
transferor [corporation] as fiduciary shall vest in the transferee
[corporation] and the transferee [corporation] shall be deemed to have
assumed all of the debts, liabilities, obligations and duties of the
transferor [corporation] as fiduciary, and to have succeeded to all the
fiduciary relationships of the transferor [corporation], as fully and
A. 10515 9
with the same effect as is provided in sections one hundred thirty-six-c
and six hundred two OF THIS CHAPTER in the case of a merger, and any
reference to the transferor [corporation] as fiduciary in any capacity,
contained in any contract, will or document, whether executed or taking
effect before or after the filing of such certificate in the office of
the superintendent, shall be considered a reference to the transferee
[corporation] if not inconsistent with the other provisions of the
contract, will or document.
3. For [the] purposes of this section, the fiduciary relationships of
the transferor shall include all relationships as agent, trustee, guard-
ian, receiver, committee, conservator, executor, administrator, or other
fiduciary in any capacity or for any purpose mentioned in section one
hundred OF THIS CHAPTER, and all relationships of the transferor as
bailee or depositary of personal property.
4. This section shall not be deemed to authorize a transferee [corpo-
ration] to assume any fiduciary relationship of a kind which it would
not otherwise have power to undertake and perform. Nothing in this
section shall be deemed to authorize any such transferee [corporation]
to maintain as its own office any office previously maintained by the
transferor [corporation], and authority, if any, to maintain any such
office shall be governed by the applicable provisions of law other than
this section. This section shall not be deemed to apply to contracts of
the transferor for the leasing of safe deposit boxes or vaults.
S 19. This act shall take effect immediately.