In this section the following words have the meanings indicated. “Capital stock” includes both common and preferred stock. “Converting institution” means a national banking association, a federal stock savings and loan association, or a federal stock savings bank. “Federal stock savings and loan association” means an institution that is incorporated under federal law as a savings and loan association that has authority to issue capital stock. “Federal stock savings bank” means an institution that is incorporated under federal law as a savings bank that has authority to issue capital stock. “National banking association” has the meaning stated in § 1–101(p) of this article. A converting institution that is located in this State may convert into a commercial bank as provided by federal law and this section. The converting institution shall meet the requirements of this title for incorporation of a commercial bank. The procedures for incorporation may be modified as required by the difference between incorporation and conversion. Pursuant to regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion. The consenting stockholders of the converting institution shall sign, acknowledge, and file articles of incorporation. The articles shall state that the conversion has been approved by the stockholders in the manner required by federal law. The requirement for cash payment for stock may be met by exchanging shares of the new commercial bank for those of the converting institution valued at not more than fair cash market value. The new commercial bank shall be considered the same business and corporate entity as the converting institution and, except as limited by this article or by its charter or bylaws, has all of the rights, powers, and duties of the converting institution. The converting institution’s rights, franchises, and interests in any property become the property of the new commercial bank, subject to the liabilities of the converting institution that exist at the time of the conversion. Unless this construction would be unreasonable, any reference to the converting institution in any writing, whether executed or taking effect before or after the conversion, shall be interpreted as a reference to the new commercial bank. The new commercial bank may use the name of the converting institution if it can do any act more conveniently under that name. If a converting institution has assets or engages in business activities that do not conform to the law governing commercial banks, the Commissioner may allow a reasonable time for the new commercial bank to conform to that law.

Any commercial bank may convert into a national banking association as provided by federal law. When a commercial bank applies to the Comptroller of the Currency for conversion into a national banking association, it shall file with the Commissioner a written notice of its intent to convert. When the Comptroller of the Currency issues a certificate of authority to do business as a national banking association, the charter of the commercial bank terminates and the new national banking association shall: Take all property of the commercial bank, subject to all of its liabilities that exist at the time of conversion; Notify the Commissioner of the conversion and the taking of property; and File with the Commissioner a copy of the certificate of authority issued by the Comptroller of the Currency. The Commissioner shall file a copy of the certificate of authority with the State Department of Assessments and Taxation.

A commercial bank may dissolve voluntarily, if the stockholders of the commercial bank and the Commissioner approve the dissolution as provided in this section. A proposed voluntary dissolution shall be approved by the affirmative vote of the stockholders of the commercial bank who own two thirds of its capital stock. After a proposed voluntary dissolution is approved by the stockholders, the board of directors of the commercial bank shall give the following notices. The board shall give written notice to the Commissioner of the intended dissolution. This notice shall be certified under the corporate seal of the commercial bank by its president and by its cashier or treasurer. The board also shall give notice to creditors of the commercial bank to present for payment any claim against it. This notice shall be published once each week for 8 consecutive weeks in a newspaper published in the county where the commercial bank has its principal banking office. The Commissioner may approve the intended dissolution only if the Commissioner determines that the commercial bank is solvent.

In the distribution of the general assets of a trust company that dissolves voluntarily, the person who succeeds the trust company as a personal representative, guardian, trustee, receiver, or other fiduciary has a preference for all debts and accounts that are due to or held by it as fiduciary over all other debts and liabilities, including salaries and wages of employees.