§ 181. — Voluntary dissolution; appointment and removal of liquidating agent or committee; examination.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC181]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER XII--VOLUNTARY DISSOLUTION
Sec. 181. Voluntary dissolution; appointment and removal of
liquidating agent or committee; examination
Any association may go into liquidation and be closed by the vote of
its shareholders owning two-thirds of its stock. If the liquidation is
to be effected in whole or in part through the sale of any of its assets
to and the assumption of its deposit liabilities by another bank, the
purchase and sale agreement must also be approved by its shareholders
owning two-thirds of its stock unless an emergency exists and the
Comptroller of the Currency specifically waives such requirement for
shareholder approval.
The shareholders shall designate one or more persons to act as
liquidating agent or committee, who shall conduct the liquidation in
accordance with law and under the supervision of the board of directors,
who shall require a suitable bond to be given by said agent or
committee. The liquidating agent or committee shall render annual
reports to the Comptroller of the Currency on the 31st day of December
of each year showing the progress of said liquidation until the same is
completed. The liquidating agent or committee shall also make an annual
report to a meeting of the shareholders to be held on the date fixed in
the articles of association for the annual meeting, at which meeting the
shareholders may, if they see fit, by a vote representing a majority of
the entire stock of the bank, remove the liquidating agent or committee
and appoint one or more others in place thereof. A special meeting of
the shareholders may be called at any time in the same manner as if the
bank continued an active bank and at said meeting the shareholders may,
by vote of the majority of the stock, remove the liquidating agent or
committee. The Comptroller of the Currency is authorized to have an
examination made at any time into the affairs of the liquidating bank
until the claims of all creditors have been satisfied, and the expense
of making such examinations shall be assessed against such bank in the
same manner as in the case of examinations made pursuant to subchapter
XV of chapter 3 of this title.
(R.S. Sec. 5220; Aug. 23, 1935, ch. 614, title III, Sec. 317, 49 Stat.
712; Pub. L. 86-230, Sec. 15, Sept. 8, 1959, 73 Stat. 458.)
References in Text
Subchapter XV [Sec. 481 et seq.] of chapter 3 of this title,
referred to in second par., was in the original a reference to section
5240 of the Revised Statutes.
Codification
R.S. Sec. 5220 derived from act June 3, 1864, ch. 106, Sec. 42, 13
Stat. 112, which was the National Bank Act. See section 38 of this
title.
Amendments
1959--Pub. L. 86-230 required shareholder approval of purchase and
sale agreement where there is liquidation of a bank effected through
sale of its assets and assumption of deposit liabilities and authorized
waiver of such requirement in an emergency.
1935--Act Aug. 23, 1935, added second par.
Exception as to Transfer of Functions
Functions vested by any provision of law in Comptroller of the
Currency, referred to in this section, not included in transfer of
functions to Secretary of the Treasury, see note set out under section 1
of this title.
Section Referred to in Other Sections
This section is referred to in sections 186, 202, 288, 1821 of this
title.
