Conditions under which bank may reorganize before actual dissolution.
1. When any bank is authorized to dissolve and has taken the necessary steps to effect dissolution in accordance with the laws of this state or the laws of the United States, but before actual dissolution, a majority of the directors or managers of the national or state bank, upon authority in writing of the owners of two-thirds of its stock or two-thirds of the members’ interests and with the approval of the Commissioner, may execute articles of incorporation or organization as provided in this title for the organization of a new bank. The articles must further set forth the authority derived from the stockholders or members of the national or state bank.
2. Upon the filing of articles of incorporation or organization in the same manner as provided for the organization of new banks, the reorganized bank is a bank under the laws of this state. Upon reorganization, all assets, real and personal, of the dissolved national or state bank, by operation of law, vest in and become the property of the reorganized state bank, subject to all liabilities of the national or state bank existing before the reorganization.
Last modified: February 26, 2006