(a) The commissioner, with approval of the board, may convert the charter of a special purpose depository institution chartered under W.S. 13-12-115 to a public trust company chartered under this article. A conversion shall occur as follows: (i) A special purpose depository institution seeking to convert its charter to a public trust company shall file an application to convert that contains a comprehensive plan for conversion as required by this section and rules promulgated by the commissioner. The application shall include a certificate signed by the institution's president and a majority of the board of directors setting forth the action taken to support the proposed conversion in compliance with this section. The plan of conversion and a proposed organizational instrument that includes the information required by W.S. 13-5-501 shall be approved by the shareholders of the special purpose depository institution prior to submitting an application for conversion; (ii) The application to convert shall include a comprehensive plan for conversion setting forth any necessary disposition of assets and liabilities in reasonable detail to effect the conversion, and any other plans required by the commissioner. The application shall be accompanied by a fee established by rule and regulation of the commissioner. The plan of conversion shall provide for the discharge or assumption of all known and unknown claims and liabilities of the special purpose depository institution. Additionally, the application for conversion shall include other evidence, certifications, affidavits, documents or information as the commissioner may require, including demonstration of how assets and liabilities will be disposed, the timetable for effecting disposition or transfer of the assets and liabilities and a proposal for addressing any claims that are asserted after conversion has been completed; (iii) The commissioner shall examine the application for compliance with this section, W.S. 13-5-510 through 13-5-520 and applicable rules. The commissioner may conduct a special examination of the special purpose depository institution, consistent with W.S. 13-12-119(c), for purposes of evaluating the application. (b) Upon receipt of a complete application, the commissioner shall notify the board. The board, in its discretion, may allow the commissioner to proceed with approval of an application on an expedited basis without further oversight or approval by the board or, if deemed necessary by the board, the board may require a process consistent with W.S. 13-5-502 and 13-5-507. Where an expedited review is allowed by the board, the commissioner shall approve or deny a conversion application under this section within ninety (90) days of receipt of a complete application. (c) The application shall not be approved under this section until the board or commissioner, as applicable, has ascertained to the board's or commissioner's satisfaction that the proposed public trust company satisfies all criteria under W.S. 13-5-507(a)(i) through (v), meets all applicable requirements of W.S. 13-5-510 through 13-5-520 and meets any applicable rules to operate in all respects as a public trust company. (d) A public trust company that results from a conversion under this section shall be deemed to have been in existence for the same period of time as the special purpose depository institution from which it converted and shall surrender its certificate of authority under W.S. 13-12-116. Upon completion of the conversion the company shall not use the term "special purpose depository institution" or "bank" in its business name or in connection with its ongoing business. (e) The commissioner shall adopt all rules necessary to implement this section.
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