S.F. 530 Section 1. Section 524.1303, subsection 1, Code 2021, is 1 amended to read as follows: 2 1. A state bank which has commenced business may propose to 3 voluntarily dissolve upon the affirmative vote of the holders 4 of at least a majority of the shares entitled to vote on the 5 voluntary dissolution, adopting a plan of dissolution involving 6 both a provision for acquisition of its assets and assumption 7 of its liabilities by another state bank, national bank, or 8 other financial institution insured by the federal deposit 9 insurance corporation and a provision for continuance of its 10 business if acquisition of its assets and assumption of its 11 liabilities is not effected, or any other plan of dissolution 12 providing for full payment of its liabilities. No such plan 13 shall provide for the acquisition of a state bank’s assets or 14 the assumption of its liabilities by a credit union chartered 15 under state or federal law. 16 Sec. 2. Section 524.1309, Code 2021, is amended to read as 17 follows: 18 524.1309 Becoming subject to chapter 489 or 490 . 19 In lieu of the dissolution procedure prescribed in sections 20 524.1303 through 524.1306 , a state bank may cease to carry 21 on the business of banking and, after compliance with this 22 section , continue as a corporation subject to chapter 490 ; or 23 if the state bank is organized as a limited liability company 24 under this chapter , continue as a limited liability company 25 subject to chapter 489 . 26 1. A state bank that has commenced business may propose 27 to voluntarily cease to carry on the business of banking and 28 become a corporation subject to chapter 490 , or a limited 29 liability company subject to chapter 489 , upon the affirmative 30 vote of the holders of at least a majority of the shares 31 entitled to vote on such proposal, adopting a plan involving 32 both a provision for acquisition of its assets and assumption 33 of its liabilities by another state bank, national bank, or 34 other financial institution insured by the federal deposit 35 -1- LSB 2079SV (2) 89 jda/rn 1/ 7

S.F. 530 insurance corporation, and a provision for continuance of 1 its business if acquisition of its assets and assumption of 2 its liabilities is not effected, or any other plan providing 3 for the cessation of banking business and the payment of its 4 liabilities. No such plan shall provide for the acquisition of 5 a state bank’s assets or the assumption of its liabilities by a 6 credit union chartered under state or federal law. 7 2. The application to the superintendent for approval 8 of a plan described in subsection 1 shall be treated by 9 the superintendent in the same manner as an application for 10 approval of a plan of dissolution under section 524.1303, 11 subsection 2 , and shall be subject to section 524.1303, 12 subsection 3 . 13 3. Immediately upon adoption and approval of a plan to 14 voluntarily cease to carry on the business of banking and 15 become a corporation subject to chapter 490 , or a limited 16 liability company subject to chapter 489 , the state bank shall 17 deliver to the superintendent a plan to cease the business of 18 banking and become a corporation subject to chapter 490 , or a 19 limited liability company subject to chapter 489 , which shall 20 be signed by two of its duly authorized officers and shall 21 contain the name of the state bank, the post office address of 22 its principal place of business, the name and address of its 23 officers and directors, the number of shares entitled to vote 24 on the plan and the number of shares voted for or against the 25 plan, respectively, the nature of the business to be conducted 26 by the corporation under chapter 490 , or by the limited 27 liability company subject to chapter 489 , and the general 28 nature of the assets to be held by the corporation or company. 29 4. Upon approval of the plan by the superintendent, the 30 state bank shall immediately surrender to the superintendent 31 its authorization to do business as a bank and shall cease 32 to accept deposits and carry on the banking business except 33 insofar as may be necessary for it to complete the settlement 34 of its affairs as a state bank in accordance with subsection 5 . 35 -2- LSB 2079SV (2) 89 jda/rn 2/ 7

S.F. 530 5. The board of directors has full power to complete the 1 settlement of the affairs of the state bank. Within thirty 2 days after approval by the superintendent of the plan to cease 3 the business of banking and become a corporation subject 4 to chapter 490 , or a limited liability company subject to 5 chapter 489 , the state bank shall give notice of its intent 6 to persons identified in section 524.1305, subsection 3 , in 7 the manner provided for in that subsection. In completing 8 the settlement of its affairs as a state bank, the state bank 9 shall also follow the procedure prescribed in section 524.1305 , 10 subsections 4, 5, and 6 . 11 6. Upon completion of all the requirements of this section , 12 the state bank shall deliver to the superintendent articles of 13 intent to be subject to chapter 490 or 489 , together with the 14 applicable filing and recording fees, which shall set forth 15 that the state bank has complied with this section , that it has 16 ceased to carry on the business of banking, and the information 17 required by section 490.202 relative to the contents of 18 articles of incorporation under chapter 490 , or articles of 19 organization under chapter 489 . If the superintendent finds 20 that the state bank has complied with this section and that 21 the articles of intent to be subject to chapter 490 or 489 22 satisfy the requirements of this section , the superintendent 23 shall deliver them to the secretary of state for filing 24 and recording in the secretary of state’s office, and the 25 superintendent shall file and record them in the office of the 26 county recorder. 27 7. Upon the filing of the articles of intent to be subject 28 to chapter 490 or 489 , the state bank shall cease to be a state 29 bank subject to this chapter , and shall cease to have the 30 powers of a state bank subject to this chapter and shall become 31 a corporation subject to chapter 490 or a limited liability 32 company subject to chapter 489 . The secretary of state 33 shall issue a certificate as to the filing of the articles 34 of intent to be subject to chapter 490 or 489 and send the 35 -3- LSB 2079SV (2) 89 jda/rn 3/ 7

S.F. 530 certificate to the corporation or limited liability company or 1 its representative. The articles of intent to be subject to 2 chapter 490 or 489 shall be the articles of incorporation of 3 the corporation or a limited liability company . The provisions 4 of chapter 490 or 489 becoming applicable to a corporation or 5 limited liability company formerly doing business as a state 6 bank shall not affect any right accrued or established, or 7 liability or penalty incurred under this chapter prior to the 8 filing with the secretary of state of the articles of intent to 9 be subject to chapter 490 or 489 . 10 8. A shareholder of a state bank who objects to adoption 11 by the state bank of a plan to cease to carry on the business 12 of banking and to continue as a corporation subject to chapter 13 490 , or a limited liability company subject to chapter 489 , 14 is entitled to appraisal rights provided for in chapter 490, 15 subchapter XIII , or in chapter 489 , section 489.604 . 16 9. A state bank, at any time prior to the approval of the 17 articles of intent to become subject to chapter 490 or 489 , 18 may revoke the proceedings in the manner prescribed by section 19 524.1306 . 20 Sec. 3. Section 524.1401, subsection 1, Code 2021, is 21 amended to read as follows: 22 1. Upon compliance with the requirements of this chapter , 23 one or more state banks, one or more out-of-state banks, one or 24 more national banks, one or more federal savings associations, 25 one or more corporations, or any combination of these entities, 26 with the approval of the superintendent, may merge into a 27 state bank pursuant to a plan of merger . For purposes of 28 this section, “corporation” does not include a credit union, 29 industrial bank, or trust company. 30 Sec. 4. NEW SECTION . 524.1423 Authority to sell assets and 31 liabilities. 32 1. A state bank may sell a portion of its assets, 33 liabilities, or any combination thereof to a bank or any 34 other entity. However, a state bank shall not sell assets or 35 -4- LSB 2079SV (2) 89 jda/rn 4/ 7

S.F. 530 liabilities to a credit union chartered under state or federal 1 law, or to any affiliate of a credit union chartered under 2 state or federal law, except as provided in subsection 2. 3 2. a. If a state bank proposes to sell or transfer 4 twenty-five percent or more of the total value of its loan 5 participations to a credit union chartered under state or 6 federal law, the state bank shall provide a written notice 7 and application for approval to the superintendent not less 8 than thirty days prior to completion of the proposed sale or 9 transfer. 10 b. If a state bank proposes to sell any of its real property 11 assets to a credit union chartered under state or federal 12 law, the state bank shall provide a written notice to the 13 superintendent not less than thirty days prior to completion of 14 the proposed sale or transfer. 15 3. The sale by a state bank of all or substantially all of 16 its assets and liabilities is a voluntary dissolution pursuant 17 to subchapter XIII or a merger pursuant to subchapter XIV. 18 Sec. 5. Section 533.406, Code 2021, is amended to read as 19 follows: 20 533.406 State credit union merger, conversion, or 21 dissolution. 22 1. Notwithstanding section 533.301, subsection 25 , a state 23 credit union shall comply with the state law requirements for 24 merger, conversion, or dissolution of a state credit union. 25 2. Except as provided in section 524.1423, a state credit 26 union shall not merge with, purchase the assets of, or assume 27 the liabilities of a bank, a federally chartered savings bank, 28 or a federally chartered savings association. For purposes of 29 this subsection, “bank” means the same as defined in section 30 524.103. 31 EXPLANATION 32 The inclusion of this explanation does not constitute agreement with 33 the explanation’s substance by the members of the general assembly. 34 This bill relates to financial institutions, including the 35 -5- LSB 2079SV (2) 89 jda/rn 5/ 7

S.F. 530 assets, liabilities, and merger of state banks and state credit 1 unions. 2 Current law provides that a state bank that has commenced 3 business may propose to voluntarily dissolve upon the adoption 4 of a plan of dissolution that includes provisions for the 5 acquisition of its assets and assumption of its liabilities 6 and for the continuance of its business if acquisition is not 7 effected. The bill provides that no such plan shall provide 8 for the acquisition of a state bank’s assets or the assumption 9 of its liabilities by a credit union chartered under state or 10 federal law. 11 The bill modifies Code section 524.1309 to strike references 12 to a state bank continuing as a limited liability company after 13 ceasing to carry on the business of banking. 14 Current law provides that a state bank that has commenced 15 business may propose to cease carrying on the business of 16 banking and become a corporation subject to Code chapter 490 17 upon the adoption of a plan that includes provisions for the 18 acquisition of its assets and assumption of its liabilities 19 and for the continuance of its business if acquisition is not 20 effected. The bill provides that no such plan shall provide 21 for the acquisition of a state bank’s assets or the assumption 22 of its liabilities by a credit union chartered under state or 23 federal law. 24 The bill authorizes one or more state banks, out-of-state 25 banks, national banks, federal savings associations, and 26 corporations, pursuant to a plan of merger and with the 27 approval of the superintendent, to merge into a state bank. 28 The bill creates new Code section 524.1423, which authorizes 29 a state bank to sell a portion of its assets, liabilities, or 30 any combination thereof to a bank or any other entity. The 31 bill establishes exceptions and notice requirements for a 32 state bank’s sales or transfers of loan participations or real 33 property to a credit union chartered under state or federal 34 law. 35 -6- LSB 2079SV (2) 89 jda/rn 6/ 7

S.F. 530 The bill provides that the sale by a state bank of all or 1 substantially all of its assets and liabilities is a voluntary 2 dissolution or a merger. 3 The bill prohibits a state credit union from merging with, 4 purchasing the assets of, or assuming the liabilities of a 5 bank, a federally chartered savings bank, or a federally 6 chartered savings association, except as provided in new Code 7 section 524.1423. 8 -7- LSB 2079SV (2) 89 jda/rn 7/ 7