(1) An institution may not engage in banking business or transact trust business if the institution:

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(a) Goes into voluntary liquidation;

(b) Is closed because of insolvency;

(c) Sells all or substantially all of its assets to another institution that takes over and assumes all or substantially all of its deposit liabilities; or

(d) Does not engage in banking business or transact trust business for a period of one year.

(2) An institution shall, within one year after it ceases to do a banking business or trust business, amend its articles of incorporation by eliminating the power to engage in a banking business or trust business or it is dissolved and shall not be reinstated and shall surrender its charter. For the purpose of winding up its affairs, the institution may continue as a body corporate for a period of five years from the date it stops doing a banking business or trust business, and as such:

(a) The dissolution of the institution shall not take away or impair any remedy available to or against such institution, its directors, officers or shareholders for any right or claim existing or any liability incurred prior to such dissolution if an action or other proceeding thereon is commenced within five years after the date of issuance of a certificate of dissolution or filing of a judgment of dissolution. Any other action or proceeding by or against the institution may be prosecuted or defended by the institution in its corporate name. The shareholders, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. If such institution was dissolved by the expiration of its period of duration, such institution may amend its articles of incorporation at any time during such period of five years so as to extend its period of duration.

(b) Whenever any such institution is the owner of real or personal property, or claims any interest or lien whatsoever in any real or personal property, such institution shall continue to exist during such five-year period for the purpose of conveying, transferring and releasing such real or personal property or interest or lien therein. Such institution shall continue, after the expiration of such five-year period, to exist as a body corporate for the purpose of being made a party to and being sued in any action, suit or proceeding against it involving the title to any such real or personal property or any interest therein, and not otherwise. Any such action, suit or proceeding may be instituted and maintained against any such institution as might have been had prior to the expiration of said five-year period. This section shall not be construed as affecting or suspending any statute of limitations applicable to any suit, action or proceeding instituted under this section.

(c) For the purpose of service of any process, notice or demand within the prescribed time following such dissolution, the Director of the Department of Consumer and Business Services shall be an agent of the dissolved institution upon whom service may be made. [Amended by 1959 c.54 § 1; 1973 c.797 § 245; 1987 c.197 § 7; 1989 c.324 § 54; 1997 c.631 § 241; 2003 c.576 § 549]

[Amended by 1973 c.797 § 246; repealed by 1997 c.631 § 567]

[Amended by 1973 c.797 § 247; 1975 c.544 § 31; repealed by 1997 c.631 § 567]

[Amended by 1973 c.797 § 248; 1975 c.544 § 32; 1991 c.249 § 66; repealed by 1997 c.631 § 567]

[Amended by 1973 c.797 § 249; repealed by 1997 c.631 § 567]

INSOLVENCY; LIQUIDATION BY DIRECTOR