North Dakota Code 6-07.2-18 – Voluntary liquidation of a bank
1. An application for approval to voluntarily liquidate the affairs of a bank must be submitted to the commissioner in the manner and form that the commissioner may prescribe, must include the information set forth in this section, and must contain such additional information the commissioner may require. The application must include duplicate copies of a resolution authorizing the dissolution and duplicate copies of a certificate, verified by the applicant’s president or chief executive officer or a vice president, stating the facts pertaining to the resolution and that the applicant’s liabilities have been paid in full. Each duplicate certificate must have annexed to the duplicate, over the official signatures, evidence showing:
Terms Used In North Dakota Code 6-07.2-18
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bank: means any national bank, national banking association, corporation, state bank, state banking association, or savings bank, whether organized under the laws of this state or of the United States, engaged in the business of banking. See North Dakota Code 6-01-02
- Commissioner: means the commissioner of financial institutions. See North Dakota Code 6-01-02
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
- Verified: means sworn to before an officer authorized to administer oaths. See North Dakota Code 1-01-42
a. 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 on the resolution; b. The number of shares of each class entitled to vote on the resolution which were outstanding on the date of the stockholders’ meeting; c. The number of shares of each class entitled to vote on the resolution whose owners were present in person or by proxy; d. The number of shares of each class voted for and against the resolution; and
e. 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.
2. Upon receipt of the application, the commissioner shall investigate the merits of the application. If the commissioner is satisfied the application is complete and all applicable provisions of law have been complied with, the commissioner shall cause an examination to be made of the applicant institution for the purpose of verifying the payment of all the applicant’s liabilities. If the examination satisfies the commissioner that all of the applicant’s liabilities have been paid, the commissioner shall endorse one copy of the certificate with the commissioner’s statement that the institution is voluntarily liquidating. The return of the endorsed copy of the certificate operates to free the institution from further examination and to authorize the institution, under the original corporate name of the institution, 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 the institution’s remaining assets for the pro rata benefit of the institution’s stockholders, but not to engage or continue in any new or other business under the institution’s charter or otherwise. The liquidation must proceed as expeditiously as possible, and upon conclusion, the institution shall surrender its charter. 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 upon so doing shall surrender the institution’s charter.