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Pennsylvania Statutes Title 7 P.S. Banks and Banking § 6020-182. Requirements for a merger, consolidation or conversion

Current as of January 01, 2025 | Updated by Findlaw Staff

<The Savings Association Code of 1967, 7 P.S. §§ 6020-1 to 6020-254, has been repealed by Act 2013, June 24, P.L. 67, No. 23, §§ 1 to 107, effective in one year [June 24, 2014], but remains in full force and effect as to transactions and proceedings commenced prior to said repeal, pursuant to Act 2013-23, § 109.>

The requirements for a merger, consolidation or conversion which must be satisfied by the parties thereto are as follows:

(a) The parties shall adopt a plan stating the method, terms and conditions of the merger, consolidation or conversion, including the rights under the plan of the members and/or shareholders of each of the parties, and any agreement concerning the merger or consolidation.

(b) If the proposed merger, consolidation or conversion will result in an association subject to the provisions of this act, a Federal savings and loan association or a savings bank, adoption of the plan by each party thereto shall require the affirmative vote of two-thirds of the entire membership of the board of directors of each association, Federal savings and loan association, or the board of trustees of a savings bank. The department may require such vote of the members as it deems proper.

(c) Any modification of a plan which has been adopted shall be made by any method provided therein, or in the absence of such provision by the same vote as that required for adoption.

(d) If a proposed merger, consolidation or conversion will result in an association subject to this act, or a savings bank subject to the Banking Code of 1965  1 as amended, an application for the required approval thereof by the department shall be made in a manner prescribed by the department. The department may require notice to be given to such persons as it designates. There shall also be delivered to the department:

(1) Articles of merger, consolidation or conversion,

(2) Applicable fees payable to the department in connection with the articles and with the conduct of the investigation required by section 1106,  2

(3) If the resulting corporation is a savings bank under the Banking Code of 1965 as amended, any documents or other items required under that code,

(4) If the proposed name of the resulting association or savings bank is not identical with the name of one of the parties to the plan, evidence of reservation of such name in the Department of State, and

(5) If there is any modification of the plan at any time prior to the approval by the department an amendment of the application and, if necessary, of the articles, signed in the same manner as the originals, setting forth the modification of the plan, the method by which such modification was adopted and any related change in the provisions of the articles of merger, consolidation or conversion.

1 7 P.S. § 101 et seq.
2 7 P.S. § 6020-186.
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Cite this article: FindLaw.com - Pennsylvania Statutes Title 7 P.S. Banks and Banking § 6020-182. Requirements for a merger, consolidation or conversion - last updated January 01, 2025 | https://codes.findlaw.com/pa/title-7-ps-banks-and-banking/pa-st-sect-7-6020-182/

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