N.Y. Banking Law Section 604-A
Transfer of fiduciary relationships


1.

If any banking institution, including a bank or trust company, national banking association, savings bank, savings and loan association, federally chartered savings bank, federally chartered savings association, or a branch or agency of a foreign banking corporation licensed pursuant to article 2 (Department of Financial Services)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 whereby the transferee has assumed the deposit liabilities, if any, of the transferor and has agreed to assume all fiduciary relationships of the transferor, the transferee may file in the office of the superintendent a certificate in its name and under its seal, signed by its president, secretary or cashier, setting forth a copy of such agreement and stating that the transferee assumes all of the fiduciary relationships of the transferor 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 2 (Department of Financial Services)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 superintendent, all of the property, rights, powers and franchises of the transferor as fiduciary shall vest in the transferee and the transferee shall be deemed to have assumed all of the debts, liabilities, obligations and duties of the transferor as fiduciary, and to have succeeded to all the fiduciary relationships of the transferor, as fully and 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 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 if not inconsistent with the other provisions of the contract, will or document.

3.

For purposes of this section, the fiduciary relationships of the transferor shall include all relationships as agent, trustee, guardian, receiver, committee, conservator, executor, administrator, or other fiduciary in any capacity or for any purpose mentioned in § 100 (Fiduciary powers)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 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 to maintain as its own office any office previously maintained by the transferor, 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.

Source: Section 604-A — Transfer of fiduciary relationships, https://www.­nysenate.­gov/legislation/laws/BNK/604-A (updated Sep. 22, 2014; accessed Jun. 22, 2024).

600
Merger
601
Merger agreement
601‑A
Purchase of assets
601‑B
Approval or disapproval of merger or purchase of assets
601‑C
Sale, lease, exchange or other disposition of property, rights, privileges and franchises
602
Effect of merger
603
Issuance of new certificates of stock or other consideration
604
Rights of dissenting stockholders
604‑A
Transfer of fiduciary relationships
605
Voluntary liquidation
605‑A
Transfer of deposit liabilities of bank or trust company
606
When superintendent may take possession of banking organization
607
Manner and time within which taking possession may be tested
609
Resumption of business by bank, trust company or industrial bank
610
Resumption of business in accordance with plan of reorganization
611
Special deputies
611‑A
Appointment of single judge
612
Certificates to be recorded and received in evidence
612‑A
Payment of wages
613
Payment by superintendent of expenses of liquidation
614
Obtaining possession of pleadings, et cetera, in actions against which attorneys’ liens are asserted
615
On taking possession, superintendent shall notify those holding assets
616
Inventory of assets
617
Disposition of property held as bailee, or depositary
618
Liquidation and conservation of assets
618‑A
Repudiation of contracts
619
Prosecution and defense of actions
620
Notice to creditors to make proof of claims
620‑A
Certain claims shall not be accepted
622
List of claims duly presented
623
Filing objections to claims presented or listed
624
Acceptance and rejection of claims and accounts
625
Effect of accepting claims and accounts
626
Judgments recovered shall not be liens
627
Dividends to creditors
628
Payment of dividends when deposits have been made available by Federal Deposit Insurance Corporation
629
Payment of dividends to minors, trustees or joint depositors
630
Claims of shareholders and members of credit unions and savings and loan associations
631
Actions against directors, trustees, managers or officers for violation of their official duties
633
Service of notice or process during time of war
634
Power to appoint regulator or insurer as receiver

Accessed:
Jun. 22, 2024

Last modified:
Sep. 22, 2014

§ 604-A’s source at nysenate​.gov

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