L2422.03T

To repeal section 408.140, RSMo 1994, relating to financial institutions, and to enact in lieu thereof two new sections relating to the same subject.

Be it enacted by the General Assembly of the State of Missouri, as follows:

Section A. Section 408.140, RSMo 1994, is repealed and two new sections enacted in lieu thereof, to be known as sections 408.140 and 1, to read as follows:

408.140. 1. No further or other charge or amount whatsoever shall be directly or indirectly charged, contracted for or received for interest, service charges or other fees as an incident to any such extension of credit except as provided and regulated by sections 367.100 to 367.200, RSMo, and except:

(1) On loans for thirty days or longer which are other than "open end credit" as such term is defined in the federal Consumer Credit Protection Act and regulations thereunder, a fee, not to exceed two percent of the principal amount loaned or twenty-five dollars, whichever is less, per loan made may be charged by the lender; however, no such fee shall be permitted on any extension, refinance, restructure or renewal of any such loan, unless any investigation is made on the application to extend, refinance, restructure or renew the loan;

(2) The lawful fees actually and necessarily paid out by the lender to any public officer for filing, recording, or releasing in any public office any instrument securing the loan, which fees may be collected when the loan is made or at any time thereafter; however, premiums for insurance in lieu of perfecting a security interest required by the lender may be charged if the premium does not exceed the fees which would otherwise be payable;

(3) If the contract so provides, a charge for late payment on each installment in default for a period of not less than fifteen days in an amount not to exceed five percent of each installment due or [fifteen] twenty-five dollars, whichever is less; except that, a minimum charge of [one dollar] ten dollars may be made. If the contract so provides, a charge for late payment on each twenty-five dollars or less installment in default for a period of not less than fifteen days shall not exceed five dollars;

(4) Charges or premiums for insurance written in connection with any loan against loss of or damage to property or against liability arising out of ownership or use of property as provided in sections 367.170, RSMo, and section 379.405, RSMo; however, notwithstanding any other provision of law, with the consent of the borrower, such insurance may cover property all or part of which is pledged as security for the loan, and charges or premiums for insurance providing life, health, accident, or involuntary unemployment coverage;

(5) Charges assessed by any institution for processing a refused instrument plus a handling fee of not more than fifteen dollars;

(6) If the contract or promissory note, signed by the borrower, provides for attorney fees, and if it is necessary to bring suit, such attorney fees may not exceed fifteen percent of the amount due and payable under such contract or promissory note, together with any court costs assessed. The attorney fees shall only be applicable where the contract or promissory note is referred for collection to an attorney, and is not handled by a salaried employee of the holder of the contract.

2. Other provisions of law to the contrary notwithstanding, an open end credit contract under which a credit card is issued by a company, financial institution, savings and loan or other credit issuing company whose credit card operations are located in Missouri may charge an annual fee, provided that no finance charge shall be assessed on new purchases other than cash advances if such purchases are paid for within twenty-five days of the date of the periodic statement therefor.

Section 1. 1. Upon compliance with any applicable laws of the United States and upon obtaining the approval of the director of finance, any association or federal association as defined in section 369.014, RSMo, having its place of business in this state, may be converted pursuant to the laws of this state into a bank or trust company located in this state, or may be consolidated or merged with one of more banks or trust companies incorporated pursuant to the laws of this state under the charter of a bank or trust company incorporated pursuant to the laws of this state. The name of the resulting or surviving bank or trust company in the case of conversion, consolidation or merger may be the name of a party to the conversion, consolidation or merger, provided that in no case shall the name contain the word national or federal or be the same as or deceptively similar to the name of any bank or trust company incorporated pursuant to the laws of this state which is engaged in business at the time of the particular conversion, consolidation or merger and is not a party thereto.

2. Upon a majority of the board of directors of any federal association certifying to the director that the laws of the United States relating to the approval of stockholders and members have been complied with, the majority of the board shall have full power and authority to complete the conversion, consolidation or merger on the part of the federal association, provided that the rights of the dissenting shareholders of the federal association shall be determined pursuant to the laws of the United States.

3. (1) In the case of conversion, the majority of the board of directors of the association or federal association shall proceed as provided by law for other individuals incorporating a bank or trust company pursuant to the laws of this state; except that, the articles of agreement:

(a) May provide that instead of the capital stock having actually been paid up in money, it is to be paid up in assets of the converting association or federal association, the net value of which is equal to at least the full amount of the capital stock of the proposed resulting bank or trust company which capital stock shall be no less than that required by law for a bank or trust company, as the case may be, to be located in the particular city or town in which the converting association or federal association is located;

(b) Shall provide that the proposed resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association, although, as to rights, powers and duties, the proposed resulting institution is a bank or trust company incorporated pursuant to the laws of the state of Missouri;

(c) Shall set out the names and addresses of all persons who are to be officers of the proposed bank or trust company;

(d) The director may reject any such application upon a determination that the treatment accorded the members of the converting association or federal association is not fair and reasonable;

(2) If the director, as the result of an examination and investigation made by the division of finance, is satisfied that such assets are of such value and that the character, responsibility and general fitness of the persons named in the articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the purpose and intent of the laws of this state relative to banks or trust companies, the director shall grant the charter. If the director is not satisfied, the director shall forthwith give notice thereof to the majority of the board of directors of the converting association or federal association who shall have the same right of appeal as is provided by the laws of this state in the case of the proposed incorporators of a new bank or trust company;

(3) Upon the approval of the particular conversion being granted the director shall execute and deliver to the majority of the board of directors of the converting association or federal association a certificate declaring that the bank or trust company therein named has been duly organized and is the institution resulting from the conversion of the association or federal association into the resulting bank or trust company, and that the resulting bank or trust company is and shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association. The certificate shall be recorded in the office of the recorder of deeds of the county or city in which the resulting bank or trust company is located and the certificate so recorded, or certified copies thereof, shall be taken in all the courts of this state as evidence of the conversion of the association or federal association into the resulting bank or trust company and that the resulting bank or trust company is the same business and corporate entity as, and a continuation of the corporate entity and identity of, the converting association or federal association;

(4) When the director of finance has given a certificate pursuant to this section:

(a) The resulting bank or trust company and all its stockholders, directors, officers, and employees shall have the same powers and privileges and be subject to the same duties and liabilities in all respects as if such an institution had originally been organized as a bank or trust company pursuant to the laws of this state;

(b) All the rights, franchises and interests of the converting association or federal association in and to every type of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vest in the resulting bank or trust company without any deed or other transfer; and

(c) The resulting bank or trust company by virtue of the conversion and without any order of any court or otherwise shall hold and enjoy the same and all rights of property and interests including, but not limited to, appointments, designations and nominations and all other rights and interests, as trustee, personal representative, conservator, receiver, registrar, assignee and every other fiduciary capacity in the same manner and to the same extent as these rights and interests were held or enjoyed by the converting association or federal association at the time of its conversion into the resulting bank or trust company; provided that, its corporate powers shall be limited to those granted to a bank or trust company pursuant to the laws of this state, and further provided that the association shall have a period of three years in which to divest itself of any nonconforming assets.

4. In the case of consolidation or merger the same shall be consummated by each federal association complying with the laws of the United States relating to the consent of its shareholders or members, and also by each association and each bank or trust company complying with the provisions of the laws of this state relating to the consolidation or merger of banks or trust companies, except that, where the resulting institution is a bank rather than a trust company, the number and qualifications of directors and any requirement that directors shall or may be divided into classes shall be determined as provided by law for banks. The rights of dissenting shareholders of each federal association shall be determined pursuant to the laws of the Untied States and the rights of the dissenting shareholders of each association or bank or trust company shall be determined as provided by the laws of this state in the case of consolidation or merger of banks or trust companies. In the case of consolidation or merger the resulting bank or trust company shall be considered the same business and corporate entity as, and a continuation of the corporate entity and identity of, each association or federal association and each bank or trust company which is a party to the consolidation or merger, and all provisions of sections 362.610 to 362.810, RSMo, shall apply in the case of any such consolidation or merger even though one or more of the parties is an association or federal association.