81-9-71 - Final report and dissolution of the corporation.
§ 81-9-71. Final report and dissolution of the corporation.
(1) When the affairs of the bank shall be completely liquidated, or liquidated in so far as it is practical for the directors so to do, they shall make, or cause to be made, to the chancery court of the county in which the corporation is domiciled a final report, the correctness of which shall be sworn to by at least one director of the corporation, either upon personal knowledge or upon information and belief, after a careful examination of the report. Such report shall include the gross amount of collections and the total amount of all disbursements to common creditors, depositors, or other claimants, and the amount of all dividends on hand belonging to common creditors, stockholders, or others, which for any reason have not been distributed and they shall also file as part of such report the following books and records of said corporation, to wit: The journal and the general ledger kept by the corporation and the minute book of the corporation and also the ledger showing the amount due each depositor and other creditors at the time the corporation was created and upon which dividends were paid, or such other books, set of books, or records used by or that were set up by said corporation which reveal the above enumerated facts, and if available the audit of the department of bank supervision showing all assets and liabilities of the bank in liquidation.
(2) The directors shall file a petition for their discharge and a dissolution of the corporation with their report, and the final report together with said petition shall remain on file subject to the inspection of any person interested for the time and in the manner hereinafter provided. Upon the filing of said petition and report in the chancery clerk's office in the county in which the corporation is domiciled, the clerk shall immediately notify the chancellor by registered mail of the filing of said petition and report whereupon the chancellor by order entered upon the minutes of the court shall direct the clerk of the court to have a notice published in some newspaper in the county wherein the corporation is domiciled, or if none is so published, then in some newspaper having a general circulation therein, which notice shall state that the liquidation of the bank has been completed and that the final report of the directors and petition for their discharge and dissolution of the corporation are on file; that unless written objection is filed with the clerk of the court within forty-five (45) days from the date of the first publication of the notice, all persons shall be forever precluded from filing any claim against the bank, corporation, or the directors and officers, and from questioning any of the acts of the directors or officers except for fraud. Said notice shall be published once a week for four successive weeks.
(3) Should the directors have dividends on hand belonging to the depositors, creditors, stockholders or others which have not been distributed, the notice hereinabove referred to shall specify this fact, and shall give the name of each party who is entitled to such dividend, but it shall not be necessary to give the amount thereof. The notice shall direct that said parties call for said dividends prior to the day set for the filing of written objections, otherwise their claim thereto shall be forfeited. On the day of the final hearing if there are dividends on hand which have not been called for, the directors shall not be discharged, or the corporation dissolved, but the chancellor by order entered on the minutes of the court shall direct the directors to make distribution of such unclaimed dividends to the known depositors and creditors pro rata; provided, that in the event the known depositors and creditors have already been paid in full, such unclaimed dividends shall be distributed to the stockholders pro rata.
(4) If on the day of the final hearing there are no dividends on hand for distribution and there have been no objections filed to the discharge of the directors and the dissolution of the corporation, the chancellor shall enter an order granting the discharge of the directors and a dissolution of the corporation. If there are dividends on hand, the chancellor shall direct their distribution as above provided. Should written objections be filed to the discharge of the directors and the dissolution of the corporation within the time above provided, the chancellor shall set the matter for hearing in vacation or term time as he may deem proper, and the same shall be proceeded with as any other action in chancery. In no event shall anyone be permitted to file objections after the time specified in the notice above provided for.
(5) Should there be any dividends not called for at the expiration of forty-five (45) days from the date the chancellor orders the distribution as provided in subsection (3) hereof, the directors shall pay the same to the state comptroller who shall hold the same for parties entitled thereto for a period of one year from the date of the order of the chancellor directing the distribution. If said funds are not called for before the expiration of said period, the owners shall lose all right thereto, and the state comptroller shall pay the same, or so much thereof as remains in his hands, into the state treasury. Upon the directors making the distribution provided for in subsection (3) hereof, either by paying said funds to the parties entitled thereto, or by paying the same or a part thereof to the state comptroller, they shall report such fact to the chancellor, who shall enter his decree granting the discharge of the directors and the dissolution of the corporation, and the court or chancellor in vacation, shall have the power and authority during the course of proceedings under this section to make all such orders as he may deem right and proper to fully carry out the purposes of this section.
(6) When the final decree of the discharge and dissolution is entered by the court or chancellor in vacation, it shall be the duty of the clerk to immediately turn over to the state comptroller all the books of the corporation which have been filed with said cause and take a receipt from said comptroller therefor and file said receipt with the papers in said cause. It shall be the duty of the state comptroller to receive said books, and receipt therefor and to file and preserve the same in his office as other bank records.
Sources: Codes, 1942, § 5276; Laws, 1934, ch. 146; Laws, 1942, ch. 264.