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SECTION 605
Voluntary liquidation; sale of assets; forfeiture of charter by non-user
Banking (BNK) CHAPTER 2, ARTICLE 13
§ 605. Voluntary liquidation; sale of assets; forfeiture of charter by
non-user. 1. Any corporate banking organization, the assets of which
have a value at least equal to its liabilities, exclusive of any
liability to shareholders or stockholders, as such, may voluntarily wind
up its affairs; but no banking organization of which the superintendent
has taken possession in accordance with the provisions of section six
hundred six of this chapter shall take any steps for such voluntary
dissolution until it has received the written approval of the
superintendent.

2. To effect a voluntary dissolution of any corporation, a meeting of
the stockholders or shareholders of such corporation having full voting
rights, and if applicable any other stockholders or shareholders
authorized by the organization certificate or by-laws of such
corporation to vote on a resolution to effect a voluntary dissolution,
shall be held upon not less than twenty days' written notice to each
such stockholder or shareholder, either served personally or mailed to
the stockholder or shareholder at the address appearing upon the books
of the corporation, and containing a statement of the purpose for which
such meeting is called. Proof by affidavit of due service of such notice
shall be filed in the office of the corporation before or at the time of
such meeting.

In the case of a mutual savings bank, a meeting of its board of
trustees shall be held upon like notice. Proof by affidavit of due
service of such notice shall be filed in the office of the savings bank
before or at the time of such meeting.

3. At such a meeting of stockholders or mutual shareholders, such
stockholders or mutual shareholders may, by a vote of the owners of at
least two-thirds in amount of such stock, or of the capital of such
mutual corporation, direct that the corporation be closed and its
business wound up. The proceedings of such meeting shall be entered in
the minutes of such corporation.

At such a meeting of the board of trustees of a savings bank, the
trustees may by vote of not less than two-thirds of their whole number,
direct by resolution that the savings bank be closed and its business
wound up. The vote on such resolution shall be recorded with the
resolution in the minutes of the board of trustees.

A copy of the minutes of such meeting of stockholders or mutual
shareholders or board of trustees, verified by the presiding officer and
by the secretary of such meeting, shall be filed in the office of the
superintendent within five days after the date of such meeting.

4. Within three months after the date of any such meeting, application
may be made to the supreme court, after due notice to the
superintendent, for an order declaring the business of such corporation
closed. In a proper case, the court shall make such order which shall
prescribe the notice to be given to creditors and depositors to present
their claims to the corporation for payment. In the closing order, the
court shall set a date certain by which claims must be presented to the
corporation for payment. The corporation need not consider any claims
submitted after that date. Within five days after the making of such
order, a certified copy thereof shall be filed in the office of the
superintendent. Upon the entry of such order such corporation shall
cease to do business and shall wind up its affairs, pay its creditors
and depositors, if any, and, except in the case of a mutual savings
bank, distribute any remaining assets among its shareholders or
stockholders according to their respective rights and interests. The
corporation or any creditor or depositor thereof, upon due notice, may
apply to the court that issued the closing order for a determination as
to any disputed claim or for any other relief necessary to effectuate
the liquidation and dissolution of the corporation. Any petition,
application, or motion to vacate, set aside, modify or amend such order
so as to permit the corporation to resume business shall have
incorporated therein a certificate of the superintendent certifying that
after investigation the superintendent has found that the public
convenience and advantage will be promoted by the granting of said
petition, application or motion.

4-a. (a) Such corporation may, at any time after entry of the order
described in subdivision four of this section, cause to be mailed to
each person claiming to be, or appearing upon the books of such
corporation to be

(1) the owner of any personal property in the custody or possession of
such corporation as bailee or depositary for hire or otherwise,
including the contents of any safe, vault or box theretofore opened for
non-payment of rental in accordance with the provisions of this chapter,
or

(2) the lessee of any safe, vault or box, a notice in writing directed
by registered mail to such person at his last address as the same
appears on the books of such corporation or at his last known address if
no address appears on such books, notifying such person to remove all
such property or the contents of any such safe, vault or box, within a
period stated in said notice, which period shall be not less than sixty
days from the date of such notice, and further notifying such person of
the terms and provisions of this subdivision. The contract of bailment
or of deposit for hire, or lease of safe, vault or box, if any, between
the person to whom such notice is mailed and such corporation shall
cease and determine upon the date for removal fixed in such notice. Such
person shall have a claim against such corporation for the amount of the
unearned rent or charges, if any, paid by such person from the date
fixed in such notice, if the property or contents is removed on or
before such date, or from the date of actual removal, if the property or
contents is removed after such date.

(b) If such property or contents shall not be removed, and all rent or
storage and other charges theretofore accrued, if any, shall not be
paid, within the time fixed by such notice, such corporation shall,
within thirty days thereafter, cause such property to be inventoried, or
such safe, vault or box, or any package, parcel or receptacle in the
custody or possession of such corporation as bailee or depositary for
hire or otherwise, to be opened and the contents, if any, to be removed
and inventoried, in the presence of an officer of such corporation and
of a notary public, not an officer or employee thereof. Such property or
contents shall thereupon be sealed up by such notary public in a package
distinctly marked by him with the name of the person in whose name such
property or such safe, vault, box, package, parcel or receptacle stands
upon the books of such corporation, and a copy of the inventory of the
property therein shall be certified and attached thereto by such notary
public. Such package may be kept in such place as the corporation, with
the approval of the superintendent, may determine, at the expense and
risk of the person in whose name it stands until delivered to such
person or until sold, destroyed or otherwise disposed of as hereinafter
provided. Such package may, from time to time, pending final disposition
of its contents, be opened in the presence of an officer of such
corporation and of a notary public, not an officer or employee thereof,
for inspection or appraisal, or to enable such corporation to exercise
any of the powers conferred or duties imposed by this article. Whenever
such package is opened, the notary shall endorse on the outside thereof
the date of opening and re-sealing, and shall certify and attach thereto
a list of the articles, if any, removed therefrom, or placed or replaced
therein, and an affidavit of the officer in whose presence it was opened
showing the reason for opening the same.

(c) At any time prior to the sale, destruction or other disposition of
the contents thereof, the person in whose name such package stands may
require the delivery thereof upon payment of all rental or storage
charges accrued, and all other charges or expenses paid or incurred to
the date of delivery with respect to such package or the contents
thereof, including the cost of inventorying or of opening and
inventorying, the fees of the notary public, the cost of preparing and
mailing the notice, and advertising, if any. If the principal of, or
interest, income, or dividends on any bonds, stock certificates,
promissory notes, choses in action or other securities contained in such
package, is or becomes due and payable while it is in the possession of
such corporation, it may at its election collect such principal,
interest, income or dividends, and from the proceeds thereof may deduct
all such sums due for rental and other charges, until the time of such
collection. The balance, if any, of the amount or amounts so collected
shall be disposed of as hereafter in paragraph (e) of this subdivision
and in subdivision five hereof provided.

(d) After the expiration of one year from the time of mailing the
notice in paragraph (a) of this subdivision described, such corporation
may apply to the supreme court for an order authorizing such corporation
to sell, destroy or otherwise dispose of the contents of such package.
In a proper case, the court shall make such order upon such terms and
conditions as justice may require. The application for an order of the
supreme court pursuant to this paragraph shall be made upon an order to
show cause, which shall provide that notice thereof to the person in
whose name such package stands and to any other person claiming or
appearing to have an interest therein, shall be published, mailed or
given in such other manner as the court may prescribe. Whenever,
pursuant to the provisions of this paragraph, a corporation is given the
power to sell the contents of any package, such power to sell shall be
deemed a power to sell in satisfaction of a lien for non-payment of
rental or storage charges accrued, and all other charges and expenses
paid or incurred to the date of sale with respect to such package and
the contents thereof, including the charges and expenses described in
paragraph (c) hereof. Such power to sell, or the power to destroy or
otherwise dispose of, when authorized pursuant to the provisions of this
paragraph, shall be deemed to include the power to sell, destroy or
otherwise dispose of, as the case may be, any bonds, stock certificates,
promissory notes, choses in action, or other securities, and any other
tangible or intangible property contained in any package, regardless of
whether or not it shall appear from such securities or properties that
the person in whose name the package stands, possesses title to or
interest in such securities or other properties, or power to transfer
such title or interest, and any sale of such securities or properties,
pursuant to this paragraph, shall vest good title thereto in the
purchaser thereof.

(e) From the proceeds of any sale, such corporation shall deduct all
rental or storage charges accrued, and all other charges and expenses
paid or incurred to the date of sale, including the charges and expenses
described in paragraph (c) hereof, and the expenses of sale. The balance
of such proceeds, if any, shall be credited to the person in whose name
such package stood and, unless sooner paid over to the superintendent
pursuant to subdivision five hereof, shall be paid over to such person,
his assignee or legal representative on satisfactory evidence of
identity.

(f) The provisions of this subdivision do not affect or preclude any
other remedy by action or otherwise for the enforcement of the claims or
rights of such corporation against the person in whose name any
property, or any safe, vault, box, package, parcel or receptacle stands,
nor affect, nor bar the right of such corporation to recover, before
sale, any debt or claim due it or, after sale, so much of the debt or
claim as shall not be paid by the proceeds of the sale.

(g) The procedure prescribed in this subdivision may be followed by
any corporation winding up its affairs in accordance with the provisions
of this section, notwithstanding the fact that such corporation may have
commenced proceedings to open, or may have opened, any safe, vault or
box for non-payment of rental in accordance with other provisions of
this chapter and notwithstanding the contents of any notice that may
have been given by such corporation in accordance with any requirement
of this section.

5. When such corporation shall have given the notice to creditors and
depositors to present their claims as prescribed in the order entered in
accordance with the provisions of subdivision four hereof, and shall
have paid all its debts and obligations for which a legal claimant has
been found, and shall have complied with the provisions of subdivision
four-a hereof, it shall, before applying to court for a release upon
final accounting or for a final order of dissolution, make a verified
transcript or statement from its books of the names of all depositors,
creditors, stockholders, shareholders, owners of personal property in
the custody or possession of such corporation as bailee, depositary for
hire or otherwise, or lessees of any safe, vault or box, who have not
claimed or have not received the deposits, debts, dividends, interest
balances or other amounts due them, and shall file such transcript or
statement with the superintendent together with all identifying
information, including, in the case of unclaimed proceeds of any sale
pursuant to subdivision four-a hereof, a certified copy of the
inventory, and an affidavit showing compliance with the provisions of
said subdivision, a list of the articles sold, the price or prices
obtained therefor, and the amount or amounts deducted and retained from
the proceeds and such corporation shall thereupon pay over such
unclaimed amounts to the superintendent as trustee for the persons
entitled to receive them, as provided in article two of this chapter.

6. Upon the petition of such corporation showing

(a) that all its debts and obligations have been discharged except
those for which no legal claimant has been found,

(b) that notice was given to creditors and depositors to present their
claims as prescribed by the court and that any period prescribed by the
court for the presentation of such claims has expired,

(c) that the provisions of subdivision four-a hereof, if applicable,
have been complied with and

(d) that all unclaimed amounts referred to in subdivision five hereof
have been paid over to the superintendent, and on notice to the
comptroller and the superintendent and such further notice as the court
may prescribe, the court may, on such terms as justice requires, make an
order affirming such disposition of such unclaimed amounts and declaring
such corporation dissolved and its corporate existence terminated.

7. On filing with the superintendent a certified copy of the order of
dissolution described in the last preceding subdivision of this section,
the corporation shall cease to exist.

8. Unless the superintendent shall otherwise provide, any corporate
banking organization that, pursuant to an agreement, sells or conveys
more than fifty per centum of its assets without the written approval of
the superintendent shall take the proceedings for voluntary dissolution
herein prescribed and, within six months from the date of such sale or
conveyance, shall file with the superintendent a certified copy of the
closing order in the form prescribed by subdivision four of this
section. The corporate banking organization, upon making written
application to the superintendent for approval of the sale or conveyance
of more than fifty per centum of its assets, shall pay an investigation
fee as prescribed pursuant to section eighteen-a of this chapter. If a
closing order is required to be filed pursuant to this subdivision and
such order is not filed within the time prescribed, the superintendent
shall have the power, in the superintendent's discretion, to take
possession of the business and property of such corporation and proceed
with the liquidation thereof under the provisions of this article.

9. If the superintendent shall certify that any corporate banking
organization is deemed by him to have abandoned and forfeited its
charter by non-user and to be virtually in process of liquidation, such
corporation, if its assets have a value at least equal to its
liabilities, exclusive of any liability to shareholders or stockholders,
as such, shall take the proceeding for voluntary dissolution herein
prescribed and, within six months from the date of such certificate,
shall file with the superintendent a certified copy of the closing order
in the form prescribed by subdivision four of this section. If such
order is not filed within the time prescribed, the superintendent shall
have the power, in his discretion, to take possession of the business
and property of such corporation and proceed with the liquidation
thereof under the provisions of this article.

10. (a) Upon the petition of the superintendent showing

(1) that any corporate banking organization has ceased to transact
business, or has commenced but failed to complete proceedings for its
voluntary dissolution in accordance with the banking law, or for any
other reason is deemed by the superintendent to have abandoned and
forfeited its charter by non-user, and

(2) that all of its assets have been distributed, or that the
superintendent has no knowledge as to the existence of any such assets,
the supreme court in the judicial district where such banking
organization maintained its principal place of business may make an
order declaring such corporation dissolved and the corporate existence
thereof terminated. Upon the filing of a certified copy of such order in
the office of the superintendent the existence of such corporation shall
cease and determine.

(b) If the petition of the superintendent shall show, in addition to
the allegations required by the provisions of subparagraph (1) of
paragraph (a) of this subdivision, that such banking organization

(1) has undistributed assets and it appears that in the opinion of the
superintendent the cost of taking possession of and liquidating such
assets in accordance with the provisions of this article will exceed the
fair value of such assets, and

(2) has failed, for a period of two years after ceasing to transact
business or commencing proceedings for its voluntary dissolution, to
complete such proceedings or to produce proof satisfactory to the
superintendent that it has complied with or is in the process of
complying with the provisions of the banking law, the court may, upon
such notice as it may prescribe, make an order declaring such
corporation dissolved and the corporate existence thereof terminated,
and further declaring that such assets have been abandoned and providing
for the payment, delivery or transfer thereof to the superintendent in
such manner and at such time as the court may direct. Upon the filing of
a certified copy of such order in the office of the superintendent the
existence of such corporation shall cease and determine. At any time
within six months after the entry of such order, the court may upon good
cause shown and upon such terms as justice may require, vacate or modify
such order. At the expiration of such six-month period or such further
period as the court may prescribe, the superintendent shall sell, redeem
or otherwise dispose of such assets and from the proceeds thereof may
retain and pay all costs, disbursements and legal fees allowed by the
court and any assessments, penalties or forfeitures incurred by such
banking organization under the banking law. The remaining proceeds if
any shall forthwith be paid into the state treasury for the use and
benefit of the state.

11. (a) Any foreign banking corporation which has been licensed
pursuant to article two of this chapter to engage in business in this
state, including any such corporation whose license has been surrendered
or revoked, may, if it so desires, take proceedings for the voluntary
liquidation of its business and property in this state in accordance
with the provisions of paragraph (b) of this subdivision; but no such
liquidation shall be commenced while the superintendent is in possession
of such business and property unless such corporation shall have first
received the written approval of the superintendent. In any such
liquidation the claims of creditors of such corporation arising out of
transactions had by them with its New York agency or agencies or branch
or branches shall be accorded the same preference accorded to similar
claims in a liquidation under subdivision four of section six hundred
six of this article.

(b) To effect such a voluntary liquidation, a foreign corporation
shall subscribe, acknowledge and file with the superintendent at his
office a written notice of its intention so to liquidate, which notice
shall specify the date of commencement of the liquidation, and upon such
date, such corporation shall forthwith cease to transact business in
this state if it has not already done so, and shall proceed to wind up
its affairs in this state. Within thirty days after such date, such
corporation shall make application to the supreme court, after due
notice to the superintendent, for an order prescribing the notice to be
given to the preferred creditors hereinabove described to present their
claims for payment. Every such corporation shall, in the course of such
liquidation, comply with the provisions of subdivisions four-a, five and
six of this section, except that an order entered pursuant to
subdivision six of this section shall affirm the disposition of the
unclaimed amounts therein referred to and shall authorize the turn-over
of all of the assets remaining after payment of the preferred creditors
to the principal office of such corporation. Within five days after the
making of any order described in this paragraph a certified copy thereof
shall be filed in the office of the superintendent.

(c) Any foreign banking corporation which has been licensed pursuant
to article two of this chapter to engage in business in this state,
which shall liquidate its business and property in this state without
electing to comply with the provisions of paragraphs (a) and (b) of this
subdivision, shall, upon completion of the liquidation, make a verified
transcript or statement from its books of the names of all creditors
whose claims arise out of transactions had by them with its New York
agency or agencies, or its New York branch or branches and of all owners
of personal property in the custody or possession of such agency or
agencies or branch or branches as bailee, depositary for hire or
otherwise, who have not claimed or have not received the debts or other
amounts due them, and shall file such transcript or statement with the
superintendent together with all identifying information, including, in
the case of unclaimed proceeds of any sale of personal property, a list
of the articles sold, the price or prices obtained therefor, and the
amount or amounts deducted and retained from the proceeds, and such
corporation shall thereupon pay over such unclaimed amounts to the
superintendent as trustee for the persons entitled to receive them, as
provided in article two of this chapter. Any such corporation so
liquidating its business and property in this state may, if it so
desires, follow the procedures for the disposition of personal property
in the custody or possession of, and exercise the same powers and
privileges with respect thereto accorded to, banking organizations in
subdivision four-a of this section. To effectuate the purposes of this
chapter, the superintendent may impose additional requirements and
procedures for the foreign banking corporation to follow with respect to
the dissolution of the licensed office.

(d) For the purposes of this subdivision, the words "debts",
"obligations" and "deposits", as used in subdivisions four-a, five and
six of this section, shall be deemed to refer to the preferred claims
hereinabove described, the words "creditors" and "depositors" shall be
deemed to refer to the owners of such preferred claims, the references
in subdivisions four-a and five of this section to the order entered in
accordance with subdivision four of this section shall be deemed to
refer to the like order entered in accordance with the provisions of
this subdivision, and, except when the context shall otherwise require,
the word "corporation" shall be deemed to refer to the New York agency
or agencies, or branch or branches and the word "officer" shall include
the agent or other person in charge of such agency or agencies and any
person in charge of or who is an officer of such branch or branches or
of the liquidation.

12. If the superintendent shall at any time find that any of the
reasons enumerated in section six hundred six of this article for
takeover of the business and property of a banking organization or of
the business and property in this state of a foreign banking corporation
shall exist, he may, in his discretion, forthwith take possession of
such business and property in accordance with the provisions of such
section notwithstanding that such banking organization or corporation
may have theretofore commenced proceedings for the voluntary liquidation
of such business and property in accordance with this section.