Section 362.600

Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 362

Effective - 28 Aug 2004, 4 histories, see footnote   (history) 

  362.600.  Reciprocal corporate fiduciary powers — certificates of reciprocity. — 1. The term "foreign corporation", as used in this section, shall mean:

  (1) Any bank or other corporation now or hereafter organized under the laws of any state of the United States other than Missouri; and

  (2) Any national banking association having its principal place of business in any state of the United States other than Missouri.

  2. Except as provided in subsection 5 of this section, any foreign corporation may act in this state as trustee, executor, administrator, guardian, or in any other like fiduciary capacity, without the necessity of complying with any law of this state relating to the licensing of foreign banking corporations by the director of finance or relating to the qualifications of foreign corporations to do business in this state, and notwithstanding any prohibition, limitation or restriction contained in any other law of this state, provided only that:

  (1) The foreign corporation is authorized to act in this fiduciary capacity or capacities in the state in which it is incorporated, or, if the foreign corporation be a national banking association, in which it has its principal place of business; and

  (2) Any bank or other corporation organized under the laws of this state or a national banking association having its principal place of business in this state may act in these fiduciary capacities in that state without further showing or qualification, other than that it is authorized to act in these fiduciary capacities in this state and compliance with any law of that state concerning service of process:

  (a) Which may require the appointment of an official or other person for the receipt of process; or

  (b) Which contains provisions to the effect that any bank or other corporation, which is not incorporated under the laws of that state, or if a national bank then which does not have its principal place of business in that state, acting in that state in a fiduciary capacity pursuant to provisions of law making it eligible to do so, shall be deemed to have appointed an official of that state to be its true and lawful attorney upon whom may be served all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the corporation has acted or is acting in that state in this fiduciary capacity, and that the acceptance of or engagement in that state in any acts in this fiduciary capacity shall be signification of its agreement that the process against it, which is so served, shall be of the same legal force and validity as though served upon it personally, or which contains any substantially similar provisions.

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Any foreign corporation eligible to act in any fiduciary capacity in this state pursuant to the provisions of this section may so act whether or not a resident of this state be acting with it in this capacity, may use its corporate name in connection with such activity in this state, and may be appointed to act in this fiduciary capacity by any court having jurisdiction in the premises, all notwithstanding any provision of law to the contrary. Nothing in this section contained shall be construed to prohibit or make unlawful any activity in this state by a bank or other corporation which is not incorporated under the laws of this state, or if a national bank then which does not have its principal place of business in this state, which would be lawful in the absence of this section.

  3. Except as provided in subsection 5 of this section, prior to the time when any foreign corporation acts pursuant to the authority of this section in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the director of finance a written application for a certificate of reciprocity and the director of finance shall issue the certificate to the foreign corporation. The application shall state:

  (1) The correct corporate name of the foreign corporation;

  (2) The name of the state under the laws of which it is incorporated, or if the foreign corporation is a national banking association shall state that fact;

  (3) The address of its principal business office;

  (4) In what fiduciary capacity or capacities it desires to act, in the state of Missouri;

  (5) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated, or, if it is a national banking association, in which it has its principal place of business;

  (6) That the application shall constitute the irrevocable appointment of the director of finance of Missouri as its true and lawful attorney to receive service of all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the foreign corporation may act in this state in the fiduciary capacity pursuant to the certificate of reciprocity applied for;

  (7) Unless the applicant is subject to the jurisdiction of the Office of Thrift Supervision*, that the applicant has provided with the application a fiduciary bond in the amount of one million dollars for the benefit of the director of the division of finance in a format approved by the director of the division of finance.

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The application shall be verified by an officer of the foreign corporation, and there shall be filed with it such certificates of public officials and copies of documents certified by public officials as may be necessary to show that the foreign corporation is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in the state of Missouri, in the state in which it is incorporated, or, if it is a national banking association in which it has its principal place of business. The director of finance shall, thereupon, if the foreign corporation is one which may act in the fiduciary capacity or capacities as provided in subsection 2 of this section, issue to the corporation a certificate of reciprocity, retaining a duplicate thereof together with the application and accompanying documents in his or her office. The certificate of reciprocity shall recite and certify that the foreign corporation is eligible to act in this state pursuant to this section and shall recite the fiduciary capacity or capacities in which the foreign corporation is eligible so to act.

  4. A certificate of reciprocity issued to any foreign corporation shall remain in effect until the foreign corporation shall cease to be entitled under subsection 2 of this section to act in this state in the fiduciary capacity or capacities covered by the certificate, and thereafter until revoked by the director of finance. If at any time the foreign corporation shall cease to be entitled under subsection 2 of this section to act in this state in the fiduciary capacity or capacities covered by the certificate, the director of finance shall revoke the certificate and give written notice of the revocation to the foreign corporation. No revocation of any certificate of reciprocity shall affect the right of the foreign corporation to continue to act in this state in a fiduciary capacity in estates or matters in which it has theretofore begun to act in a fiduciary capacity pursuant to the certificate.

  5. A foreign corporation shall not establish or maintain in this state a place of business, branch office or agency for the conduct in this state of business as a fiduciary unless:

  (1) The foreign corporation is under the control of a Missouri bank or a Missouri bank holding company, as these terms are defined in section 362.925**, and the foreign corporation has complied with the requirements relating to the qualifications of foreign corporations to do business in this state;

  (2) The foreign corporation is a bank, trust company or national banking association in good standing that possesses fiduciary powers from its chartering authority and is the surviving corporation to a merger or consolidation with a national banking association located in Missouri or a Missouri bank or trust company. The provisions of this subdivision are enacted to implement subsection 2 of this section and section 362.610, and the provisions of Title 12, U.S.C. 36(f)(2) of the National Bank Act; or

  (3) The foreign corporation is a state-chartered bank, savings and loan association, trust company or national banking association in good standing that possesses fiduciary powers and has received a certificate of reciprocity, in which case it may only open a trust representative office in Missouri which is not otherwise a branch of such foreign corporation, provided a bank, savings and loan association or trust company chartered under the laws of Missouri and a national bank with its principal location in Missouri, all with fiduciary powers, are permitted to open and operate a trust representative office under the same or less restrictive conditions in the state in which the foreign corporation is organized or has its principal office.

  6. A foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this section, shall not be deemed to be transacting business in this state, if the foreign corporation does not establish or maintain in this state a place of business, branch office, or agency for the conduct in this state of business as a fiduciary.

  7. Every foreign corporation to which a certificate of reciprocity shall have been issued shall be deemed to have appointed the director of finance to be its true and lawful attorney upon whom may be served all legal process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the foreign corporation acts in this state in any fiduciary capacity pursuant to the certificate of reciprocity. Service of the process shall be made by delivering a copy of the summons or other process, with a copy of the petition when service of the copy is required by law, together with a remittance of one dollar (to be taxed as costs in the action or proceeding), to the director of finance or to any person in his or her office authorized by him to receive the service. The director of finance shall immediately forward the process, together with the copy of the petition, if any, to the foreign corporation, by registered mail, addressed to it at the address on file with the director, or if there be none on file then at its last known address. The director of finance shall keep a permanent record in his or her office showing for all process served, the style of the action or proceeding, the court in which it was brought, the name and title of the officer serving the process, the day and hour of service, and the day of mailing by registered mail to the foreign corporation and the address to which mailed. In case the process is issued by an associate circuit judge, the same may be directed to and served by any officer authorized to serve process in the city or county where the director of finance shall have his or her office, at least fifteen days before the return thereof.

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(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 1988 H.B. 1092, A.L. 1998 H.B. 1571, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1511)

(Source: RSMo 1959 § 363.705)

*Office of Thrift Supervision, U.S. Department of the Treasury

**Section 362.925 was repealed by S.B. 386 in 1999.