§ 53-18. Voluntary liquidation.
Article3.
Dissolution andLiquidation.
§ 53‑18. Voluntaryliquidation.
A bank may go into voluntaryliquidation and be closed, and may surrender its charter and franchise as acorporation of this State by the affirmative votes of its stockholders owning twothirds of its stock, such vote to be taken at a meeting of the stockholdersduly called by resolution of the board of directors, written notice of which,stating the purpose of the meeting, shall be mailed to each stockholder, or incase of his death, to his legal representative or heirs at law, addressed tohis last known residence 10 days previous to the date of said meeting. Wheneverstockholders shall by such vote at a meeting regularly called for the purpose,notice of which shall be given as herein provided, decide to liquidate suchbank, a certified copy of all proceedings of the meeting at which said actionshall have been taken, verified by the oath of the president and secretary,shall be transmitted to the Commissioner of Banks for his approval. If theCommissioner of Banks shall approve the same, he shall issue to the said bank,under his seal, a permit for such purpose. No such permit shall be issued bythe Commissioner of Banks until said Commissioner of Banks shall be satisfiedthat provision has been made by such bank to satisfy and pay off all depositorsand all creditors of such bank. If not so satisfied, the Commissioner of Banksshall refuse to issue a permit, and shall be authorized to take possession ofsaid bank and its assets and business, and hold the same and liquidate saidbank in the manner provided in this Chapter. When the Commissioner of Banksshall approve the voluntary liquidation of a bank, the directors of said bankshall cause to be published in a newspaper in the county in which such bank islocated, or if no newspaper is published in such county, then in a newspaperhaving a general circulation in such county, a notice that the bank is closingup its affairs and going into liquidation, and notify its depositors and creditorsto present their claims for payment. Such notice shall be published once a weekfor four consecutive weeks. When any bank shall be in process of voluntaryliquidation, it shall be subject to examination by the Commissioner of Banks,and shall furnish such reports from time to time as may be called for by theCommissioner of Banks. All unclaimed deposits and dividends remaining in thehands of such bank shall be subject to the provisions of Chapter 116B. Wheneverthe Commissioner of Banks shall approve it, any bank may sell and transfer toany other bank, either State bank or national bank, all of its assets of everykind upon such terms as may be agreed upon and approved by the Commissioner ofBanks and by two‑thirds vote of its board of directors. A certified copyof the minutes of any meeting at which such action is taken, under the oath ofthe president and secretary, together with a copy of the contract of sale andtransfer, shall be filed with the Commissioner of Banks. Whenever voluntaryliquidation shall be approved by the Commissioner of Banks or the sale andtransfer of the assets of any bank shall be approved by the Commissioner ofBanks, a certified copy of such approval under seal of the Commissioner ofBanks, filed in the office of the Secretary of State, shall authorize thecancellation of the charter of such bank, subject, however, to its continuedexistence, as provided by this Chapter and the general law relative tocorporations. (1921, c. 4, s. 15; C.S., s. 218(a); 1927, c. 47, s.4; 1929, c. 73; 1931, c. 243, s. 5; 1979, 2nd Sess., c. 1311, s. 3; 1995, c.129, s. 2.)