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524.1415 Effect of filing of articles of conversion with secretary of state and of certificate of conversion.

1. The conversion shall be effective upon the filing of the articles of conversion with the secretary of state, or at any later date and time specified by the superintendent in writing on the articles of conversion. The certificate of conversion shall be conclusive evidence of the performance of all conditions required by this chapter for conversion of a national bank into a state bank, except as against the state.

2. When a conversion becomes effective, the existence of the national bank shall continue in the resulting state bank which shall have all the property, rights, powers and duties of the national bank, except that the resulting state bank shall have only the authority to engage in such business and exercise such powers as it would have, and shall be subject to the same prohibitions and limitations to which it would be subject, upon original incorporation under this chapter. The articles of incorporation of the resulting state bank shall be the provisions stated in the articles of conversion.

3. No liability of the national bank or of its shareholders, directors or officers shall be affected, nor shall any lien on any property of the national bank be impaired by the conversion. Any claim existing or action pending by or against the national bank may be prosecuted to judgment as if the conversion had not taken place, or the resulting state bank may be substituted in its place.

Section History: Early form

[C54, 58, 62, 66, § 528B.6, 528B.8; C71, 73, 75, 77, 79, 81, § 524.1415]


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