RIGHT OF THE PORTLAND TRUST BANK, A FOREIGN CORPORATION, TO HOLD AND CONVEY TITLE TO REAL ESTATE, ACT AS TRUSTEE UNDER BOND ISSUES, AND ENGAGE IN OTHER BANKING AND TRUST ACTIVITIES

RIGHT OF THE PORTLAND TRUST BANK, A FOREIGN CORPORATION, TO HOLD AND CONVEY TITLE TO REAL ESTATE, ACT AS TRUSTEE UNDER BOND ISSUES, AND ENGAGE IN OTHER BANKING AND TRUST ACTIVITIES.

A foreign bank corporation may not hold title to and convey real estate in this state as trustee nor act as trustee under bond issues in this state.  Its right to engage in banking or trust business is limited to the right to act as executor of an estate in this state and to act as guardian of an estate in this state of a nonresident ward, if the appointment is made by Will.

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                                                                December 9, 1952 

Honorable R. D. Carrell
Supervisor of Banking
Olympia, Washington                                                                                                             Cite as:  AGO 51-53 No. 433

 Dear Sir:

             In response to your recent letter in which you state that the Portland Trust Bank (formerly Portland Trust and Savings Bank), Portland, Oregon, qualified July 29, 1889, as a foreign corporation in this state and has been so qualified continuously since that time, this office answers in the negative each of the following specific questions on which you request an opinion:

             (1) May the Portland Trust Bank hold title to and convey real estate in this state as trustee?

             (2) May the Portland Trust Bank act as trustee under bond issues in this state?

            (3) May the Portland Trust Bank engage in any other form of banking or trust business except to the limited extent already covered by opinions of this office under date of October 3, 1928?

              [[Orig. Op. Page 2]]

            Our statutes recognize the right of foreign corporations to do business in this state when they have complied with the statutes governing that right.

                                                                      ANALYSIS

             The Portland Trust Bank has qualified as a foreign corporation in this state, but it has not qualified to lend money, buy and sell exchange, etc., in this state, as it has not filed the required resolution that it would not engage in the banking or trust business in this state.  The pertinent statutory provision reads as follows:

             "A foreign corporation, whose name contains the words 'bank,' 'banker,' 'banking,' or 'trust,' or whose articles of incorporation empower it to do a banking or trust business and which desires to engage in the business of loaning money on mortgage securities or in buying and selling exchange, coin, bullion or securities in this state may do so, but only upon filing with the supervisor and with the secretary of state a certified copy of a resolution of its governing board to the effect that it will not engage in banking or trust business in this state, which copy shall be duly attested by its president and secretary.  Such corporation shall also comply with the general corporation laws of this state relating to foreign corporations doing business herein."  § 30.04.290 RCW.

             Under date of October 3, 1928, this office advised the Supervisor of Banking that a foreign trust company if made executor in any last Will may act as an executor of an estate in this state under conditions prescribed by § 11.36.010 RCW, and that under § 11.88.020 RCW a foreign trust company may act as guardian of an estate in this state of a nonresident ward if the appointment is made by Will; otherwise, it is not qualified.

             RCW 11.88.020 provides that guardians shall have the same qualifications as executors and administrators except that a nonresident, otherwise qualified, may be guardian of the estate in this state of a nonresident ward.

             RCW 11.36.010 disqualifies as executors or administrators corporations, nonresidents, and other persons, but provides that a person named as executor of any last Will and Testament may be appointed to act as such executor despite  [[Orig. Op. Page 3]] the fact that he is a nonresident if he files a bond to be approved by the court and appoints an agent in the county where the estate is being probated upon whom service of all papers may be made.  It is clear under the plain language of the statute and the qualifying proviso that our opinion of October 3, 1928, is correct.

             RCW 30.04.280, reading as follows, prescribes the conditions and terms under which one may engage in the banking and trust business in this state.

             No person shall engage in banking except in compliance with and subject to the provisions of this title, except it be a national bank or except in so far as it may be authorized so to do by the laws of this state relating to mutual savings banks, nor shall any corporation engage in a trust business except in compliance with and subject to the provisions of this title, nor shall any bank engage in a trust business except as herein authorized, nor shall any bank or trust company establish any branch except in accordance with the provisions of this title."

             It is the opinion of this office that the Portland Trust Bank may not engage in any other form of banking or trust business except to the limited extent defined in our opinion of October 3, 1928.

             Our negative answer to your first inquiry is qualified.  A foreign corporation which has complied with the statutory prerequisites to do business within this state may take or hold deeds of trust and mortgages and may avail itself of proper legal remedies to enforce payment of the debts secured by such mortgages and would, of course, be entitled to sell and make proper conveyances of real property which it held as such trustee.  SeeTownsend v. Rosenbaum, 187 Wash. 372, 60 P. (2d) 251.

 Very truly yours,
SMITH TROY
Attorney General