Tennessee § 45-2-1501 - Voluntary liquidation and dissolution.

§ 45-2-1501. Voluntary liquidation and dissolution.

With the approval of the commissioner, a state bank may liquidate and dissolve. The commissioner shall grant approval if it appears that: The proposal to liquidate and dissolve has been approved by a vote of two-thirds (2/3) of the outstanding voting stock at a meeting called for the purpose of considering the action; and The state bank is solvent and has sufficient liquid assets to pay off depositors and creditors immediately. Upon approval by the commissioner, the bank shall 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. 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 published 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 The notice shall demand that property held by the bank as bailee or in a safe deposit box be withdrawn by the person entitled thereto and that claims of depositors and creditors, if the amount claimed differs from that stated in the notice to be due, be filed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. As soon after approval as may be practicable, the state bank shall resign all fiduciary positions and take the actions necessary to settle its fiduciary accounts. Safe deposit boxes, the contents of which have not been removed within thirty (30) 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 reported to the state treasurer, who shall act in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29. 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. Any assets remaining after the discharge of all obligations shall be distributed to the stockholders, in accordance with their respective interests. Distribution shall not be made before: 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 Any funds payable to a depositor or creditor and unclaimed have been transmitted to the commissioner. Any unclaimed distribution to a stockholder or depositor shall be transferred to the state treasurer, who shall deal with the unclaimed funds in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29. 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, the commissioner may take possession and complete the liquidation in the manner provided in § 45-2-1504 for involuntary liquidations. The commissioner may require reports of the progress of liquidation, and whenever satisfied that the liquidation has been properly completed, the commissioner shall cancel the charter and enter an order of dissolution. Acts 1969, ch. 36, § 1 (3.501); 1973, ch. 294, § 6; 1978, ch. 561, § 34; T.C.A., § 45-901; Acts 1983, ch. 78, §§ 9, 10; 2017, ch. 457, § 2. Cross-References. Applicability of part to industrial banks and industrial investment companies, § 45-5-602 . Negotiable instruments, title 47, ch. 3. Textbooks. Tennessee Jurisprudence, 5 Tenn. Juris., Banks and Banking, §§ 56, 60.