Guam § 106401 - Voluntary Liquidation and Dissolution.

§ 106401. Voluntary Liquidation and Dissolution.

(a) With the approval of the Commissioner, a territorial bank may liquidate and dissolve. The

Commissioner shall grant such approval if it appears that:

(1) The proposal to liquidate and dissolve has been approved by a vote of two-thirds of the

outstanding voting stock at a meeting called for the purpose of considering such action.

(2) The territorial bank is solvent and has sufficient liquid assets to pay off depositors and

creditors immediately.

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(b) Upon approval by the Commissioner, the bank shall forthwith cease to do business, shall have only

the powers necessary to effect an orderly liquidation and shall proceed to pay its depositors and creditors

and to wind up its affairs.

(c) Within thirty (30) days of the approval, a notice of liquidation shall be sent by mail to each

depositor, creditor, person interested in funds held as a fiduciary, lessee of a safe deposit box or bailor of

property. The notice shall be posted conspicuously on the premises of the bank and shall be given such

publication as the Commissioner may require. The bank shall send with the notice a statement of the amount

on the books to be the claim of the depositor or creditor. The notice shall demand that property held by the

bank as bailee or in a safe deposit box be withdrawn by the person entitled thereto and that claims of

depositors and creditors, if the amount claimed differs from that stated in the notice to be due, be filed with

the bank before a specified date not earlier than sixty (60) days thereafter in accordance with the procedure

prescribed in the notice.

(d) As soon after approval as may be practicable the territorial bank shall resign all fiduciary positions

and take such action as may be necessary to settle its fiduciary positions and take such action as may be

necessary to settle its fiduciary accounts.

(e) Safe deposit boxes the contents of which have not been removed within sixty (60) days after

demand shall be opened and the contents dealt with in the manner provided for boxes upon which the

payment of rental is in default and the sealed packages containing the contents and the certificates together

with any other unclaimed property held by the bank as bailee and certified inventories thereof shall be

transferred to the Commissioner who shall retain it for two (2) years unless sooner claimed by the person

entitled to it. After two (2) years the Commissioner shall sell or otherwise appropriately dispose of the

property. The proceeds of any sale shall be transferred to the Treasurer of Guam as abandoned funds.

(f) The approval of an application for liquidation shall not impair any right of a depositor or creditor

to payment in full and all lawful claims of creditors and depositors shall promptly be paid. The unearned

portion of the rental of a safe deposit box shall be returned to the lessee.

(g) Any assets remaining after the discharge of all obligations shall be distributed to the stockholders

in accordance with their respective interests. No such distribution shall be made before

(1) all claims of depositors and creditors have been paid or, in the case of any disputed claim, the

bank has transmitted to the Commissioner a sum adequate to meet any liability that may be judicially

determined and

(2) any funds payable to a depositor or creditor and unclaimed have been transmitted to the

Commissioner.

(h) Any unclaimed distribution to a stockholder or depositor shall be held until ninety (90) days after

the final distribution and then transmitted to the Commissioner. Such unclaimed funds shall be held by the

Commissioner for five (5) years and, unless sooner claimed by the person entitled thereto, shall be

transferred to the Treasurer of Guam as abandoned funds.

(i) If the Commissioner finds that the assets will be insufficient for the full discharge of all obligations

or that completion of the liquidation has been unduly delayed, he may take possession and complete the

liquidation in the manner provided in this Title for involuntary liquidations.

(j) The Commissioner may require reports of the progress of liquidation and whenever he is satisfied

that the liquidation has been properly completed he shall cancel the charter and enter an order of dissolution.