N.D. Cent. Code § 6-07.2-18

6-07.2-18. Voluntary liquidation of a bank

1. An application for approval to voluntarily liquidate the affairs of a bank must be

submitted to the commissioner in the manner and form that the commissioner may

prescribe, must include the information set forth in this section, and must contain such

additional information the commissioner may require. The application must include

duplicate copies of a resolution authorizing the dissolution and duplicate copies of a

certificate, verified by the applicant's president or chief executive officer or a vice

president, stating the facts pertaining to the resolution and that the applicant's liabilities

have been paid in full. Each duplicate certificate must have annexed to the duplicate,

over the official signatures, evidence showing:

a. The date on which the resolution was authorized by the affirmative vote of the

holders of at least a simple majority of the outstanding shares entitled to vote on

the resolution;

b. The number of shares of each class entitled to vote on the resolution which were

outstanding on the date of the stockholders' meeting;

c. The number of shares of each class entitled to vote on the resolution whose

owners were present in person or by proxy;

d. The number of shares of each class voted for and against the resolution; and

e. The manner in which the meeting was called and the time and manner of giving

notice, with a certification that the meeting was lawfully called and held.

2. Upon receipt of the application, the commissioner shall investigate the merits of the

application. If the commissioner is satisfied the application is complete and all

applicable provisions of law have been complied with, the commissioner shall cause

an examination to be made of the applicant institution for the purpose of verifying the

payment of all the applicant's liabilities. If the examination satisfies the commissioner

that all of the applicant's liabilities have been paid, the commissioner shall endorse

one copy of the certificate with the commissioner's statement that the institution is

voluntarily liquidating. The return of the endorsed copy of the certificate operates to

free the institution from further examination and to authorize the institution, under the

original corporate name of the institution, to sue and be sued, to execute conveyances

and other instruments, to take, hold, and own property, and to do all such other things

as may be necessary to realize upon the institution's remaining assets for the pro rata

benefit of the institution's stockholders, but not to engage or continue in any new or

other business under the institution's charter or otherwise. The liquidation must

proceed as expeditiously as possible, and upon conclusion, the institution shall

surrender its charter. In lieu of continuing the liquidation under the original corporate

name, the institution may transfer the remaining assets to a trustee agreed upon by

the stockholders by a majority vote and upon so doing shall surrender the institution's

charter.