§ 23-49-119 - Voluntary liquidation.
23-49-119. Voluntary liquidation.
(a) (1) An application for approval to voluntarily liquidate the affairs of an institution shall be submitted to the Bank Commissioner in the manner and form that the commissioner may prescribe, shall include the information set forth in subsection (b) of this section, and shall contain such additional information which the commissioner may require.
(2) The application shall include duplicate copies of a resolution authorizing the dissolution and duplicate copies of a certificate, verified by the applicant's president or a vice president, setting forth the facts pertaining to the resolution and also that all of the applicant's liabilities have been paid in full.
(b) Each duplicate certificate shall have annexed thereto, over the official signatures, evidence showing:
(1) The date on which the resolution was authorized by the affirmative vote of the holders of at least a simple majority of the outstanding shares entitled to vote thereon;
(2) The number of shares of each class entitled to vote on the resolution which were outstanding on the date of the stockholders' meeting;
(3) The number of shares of each class entitled to vote on the resolution whose owners were present in person or by proxy;
(4) The number of shares of each class voted for and against the resolution; and
(5) The manner in which the meeting was called and the time and manner of giving notice, with a certification that the meeting was lawfully called and held.
(c) (1) Upon receipt of the application, the commissioner shall investigate its merits.
(2) If the commissioner is satisfied that the application is complete and that all applicable provisions of law have been complied with, he shall cause an examination to be made of the applicant institution for the purpose of verifying the payment of all of its liabilities.
(3) If the examination satisfies the commissioner that all of the applicant's liabilities have been paid, he shall endorse one (1) copy of the certificate with his statement that the institution is voluntarily liquidating.
(d) The return of the endorsed copy of the certificate shall operate to free the institution from further examination and to authorize it, under its original corporate name, to sue and be sued, to execute conveyances and other instruments, to take, hold, and own property, and to do all such other things as may be necessary to realize upon its remaining assets for the pro rata benefit of its stockholders, but not to engage or continue in any new or other business under its charter or otherwise.
(e) The liquidation shall proceed as expeditiously as possible, and at the conclusion thereof, the institution shall surrender its charter.
(f) In lieu of continuing the liquidation under the original corporate name, the institution may transfer the remaining assets to a trustee agreed upon by the stockholders by a majority vote and shall thereupon surrender its charter.
(g) Each application for approval of a voluntary dissolution shall be accompanied by a fee as shall be set by State Bank Department regulations and shall be paid to the department.