Section 205 ILCS 5/31 - Emergency sale of assets or merger(a) With the prior written approval of the Commissioner, any State bank in danger of default may, by vote of a majority of its board of directors, and without a vote of its shareholders, and any State bank in default may, by appropriate action of its receiver or conservator, and without a vote of its shareholders, sell all or any part of its assets to another State bank that is not an eligible depository institution, to a national bank that is not an eligible depository institution, to an insured savings association that is not an eligible depository institution, to the Federal Deposit Insurance Corporation, or to any one or more of them, provided that a State bank that is not an eligible depository institution, a national bank that is not an eligible depository institution, an insured savings association that is not an eligible depository institution, the Federal Deposit Insurance Corporation, or any one or more of them assumes in writing all of the liabilities of the selling bank as shown by its records, other than the liabilities of the selling bank to its shareholders as such.(b) If the Commissioner has made one or more of the findings provided in Section 51, and the finding that an emergency exists as provided in Section 52, and if, in addition, the Commissioner gives his approval in writing, any State bank may, by vote of a majority of its board of directors and without a vote of its shareholders, merge with another State bank that is not an eligible depository institution, a national bank that is not an eligible depository institution, or an insured savings association located in Illinois that is not an eligible depository institution, and after May 31, 1997, an out-of-state bank that is not an eligible depository institution, with such other State bank, out-of-state bank, national bank, or insured savings association being the resulting or continuing bank or resulting insured savings association in such a merger.(c) With the prior written approval of the Commissioner, any State bank may either purchase, assume, or both purchase and assume all or any part of the assets or liabilities, or act as paying agent for the payment of deposit insurance to the depositors of an eligible depository institution.(d) With the prior written approval of the Commissioner, a State bank may, by vote of a majority of its board of directors and without a vote of its shareholders, merge with an insured savings association, national bank, or after May 31, 1997, out-of-state bank, in default or in danger of default, provided such State bank results from such merger, and provided further that such resulting bank shall conform all assets acquired or liabilities incurred as a result of such merger to the legal requirements for such assets acquired, held or invested or liabilities assumed or incurred by State banks, and that such resulting or continuing bank shall conform all of its activities to those activities in which a State bank is authorized to engage as part of a general banking business.(d-5) If the Commissioner has made one or more of the findings provided in Section 51 or the finding that an emergency exists as provided in Section 52, and if, in addition, the Commissioner gives his approval in writing, a change in the ownership of outstanding stock of any State bank, including the acquisition of stock of the State bank by any bank holding company, may occur that will result in control or a change in the control of the State bank or a change in the control of a holding company having control of the outstanding stock of a State bank, including the acquisition of stock of such holding company by any other bank holding company, which will result in control or a change in control of the bank or holding company.(e) Nothing in this Section shall authorize a State bank to acquire, hold, or invest any asset or to assume or incur any liability that does not conform to the legal requirements for assets acquired, held, or invested or liabilities assumed or incurred by State banks, or to engage in any activity in which a State bank is not authorized to engage as part of a general banking business.(f) Nothing in this Section shall authorize a bank holding company to own or control, directly or indirectly, a State bank or a national bank having its main banking premises in Illinois unless such ownership or control is expressly authorized under the provisions of the Illinois Bank Holding Company Act of 1957.P.A. 88-4; 89-208, eff. 9/29/1995; 92-483, eff. 8/23/2001.