SEC. 81-9-41. Liquidation of solvent bank.
Any bank found to be solvent may be liquidated, if desired by the bank, in accordance with this section.
It is the purpose of this section to require that the claims of all depositors and creditors as reflected by the books of the bank, be paid, whether proven or not, provided they are called for within the period stipulated in this section. The bank shall continue as a corporation until that authorized hereunder to be done has been accomplished whereafter its charter shall be surrendered as provided by law.
(a) If the receiver shall have heretofore paid, or shall hereafter pay, or have assets readily convertible for payment to each and every depositor, creditor and claimant of such bank whose claim or claims shall have been filed, whether duly proven and allowed or undisposed of, the principal amount, with additions, if any, shown by the books of the bank to be due by the bank, or if every such unpaid depositor, creditor or claimant for whom no such provision has been made as above, if any there be, consents thereto in writing, and the receiver shall have paid all expenses of the liquidation, all out of the assets of the failed bank, upon petition of a board of directors to be selected by the stockholders of the bank at a special meeting to be held therefor on call of any of the former officers of the bank, and with the consent of all claimants or creditors who have filed claims which have not been finally disposed of or which are disputed, and with the consent of every person, firm or corporation having a lien on the assets of the bank, if any there be, the receiver shall deliver to any such agent or agents of said bank, selected by the board of directors as hereinabove provided, upon a decree therefor made by the chancery court or the chancellor in vacation, all undivided and uncollected or other assets of said bank then remaining in his hands or under his control subject to any liens thereupon. On such delivery, the receiver and the surety on his bond shall be discharged from any and all liability to the bank, its creditors and all other persons, provided that (1) before making such delivery, the receiver shall have turned over to the state comptroller for depositors the principal amount, with additions, if any, shown by the books of the bank to be due by the bank to such depositors, and provided, (2) that the receiver shall file a final report showing all such matters and things as should be embraced in the final report hereinabove required for complete liquidation. Thereupon the chancellor shall by order entered direct that the clerk of the court cause a notice to be run in a newspaper published in the county where the receivership is pending, or if none is so published, in some newspaper having a general circulation therein, which notice shall state that the liquidation of the bank by the receiver is to be terminated and the assets remaining delivered to the bank as herein provided, and that the final report of the receiver has been filed and an application made to transfer the remaining assets in accordance herewith to an agent of the bank, and unless written objection is filed with the clerk within thirty days from the first publication of the notice, all persons shall be forever precluded from filing any claim against the receiver or from questioning any of the acts of the receiver except for fraud, or claims, demands and rights which are to be assumed by the bank and subject to which the transfer is to be made. Said notice shall be published once a week until the expiration of said thirty day period.
(b) All unpaid deposits, debts and dividends hereunder paid over to the state comptroller of banks shall be held in trust for the parties rightfully entitled thereto, to whom payment thereof shall be made, less any costs lawfully deductible therefrom. In case the state comptroller shall be in doubt as to the person or amount, he may file in regard thereto a bill of interpleader and thereupon be finally discharged, paying from such amount so deposited in court, the requisite costs for filing such bill.
Within one year after receipt of any amount from a receiver, the state comptroller shall give notice of unclaimed amounts by publication in some newspaper having a general circulation in the county where such banking corporation was domiciled, once a week for three consecutive weeks, notifying such unpaid persons to come forward and claim the amounts due, and in said notice stating the amount of money received, the name of the party who is entitled to any portion thereof according to the books of the bank, but without specifying the amount, and shall command said parties to call for such amounts prior to the date fixed for payment to the state treasurer, and stating that unless they shall do so, the amounts will be paid over to the state treasurer in trust on or after a day therein to be named. After the expiration of said time, the state comptroller shall pay over such amounts held by him to the state treasurer, less any publication or other costs incurred in connection therewith and give to the state treasurer a list of all persons entitled to any amount together, if possible, with the amount thereof and the residence, if possible, of such person. Thereupon the state treasurer shall be required to place the amount so paid over to him in a special trust fund in the state treasury for the benefit of any and all persons rightfully entitled thereto, and thereafter when said funds are so paid over, there shall be no further liability on the bank, its receiver, the state comptroller, his bond or any other agent or employee, for any amount so thus paid over to the state treasurer under this section. Persons rightfully entitled to any such amounts so paid over into this trust fund shall be paid the amount thereof direct from such trust fund by the state treasurer without specific appropriation therefor, such payment to be made by the state treasurer upon requisition drawn by the state comptroller on the written approval of the attorney general. The state comptroller and the state treasurer shall have power to pay from such amount on hand the cost of any publication and other expense items properly incurred chargeable thereto, which amounts shall be deducted from the amount to be paid over. The state comptroller or the state treasurer may apply the interest earned by the money so held by either of them, if any, towards defraying the expenses of the payment and the distribution to the persons entitled.
(c) After the expiration of fifteen (15) years from the date of the receipt of such amount by the state treasurer, the deposits and amounts then unclaimed shall be placed by the state treasurer in the general fund of the State of Mississippi, and such fund shall belong to the State of Mississippi, free from the claims of all persons whatsoever.
(d) The delivery of such assets to such agent of said bank, selected as aforesaid, and the discharge of such receiver shall not release, discharge or affect any right, claim or action which any creditor or claimant consenting to such transfer and discharge might then or thereafter have against said bank, or the stockholders of the bank on account of their double liability, if any, if the assets of the bank are insufficient to pay said creditors' or claimants' claims in full, with interest, if any is due; it being the intention hereof that the liability of the bank and its stockholders, if any, shall not be affected or released by the discharge of the receiver. The court having jurisdiction of the receivership shall retain jurisdiction over any suit, petition or proceeding brought pursuant hereto, and especially involving a contested claim for depositor or creditor, and such suit, or suits, may be as fully and completely determined and adjudicated by said court as if had under the receivership.
(e) Such agent or agents under the direction of the board of directors of said bank shall convert the assets coming into his or their possession into cash, if so directed, and after paying all taxes and any and all unpaid claims, lawfully established, and the expenses of said liquidation, shall distribute the assets in cash or kind pro rata among the stockholders of the bank in proportion to the stock held by each and every stockholder. Such bank may from time to time hold meetings of its stockholders in accordance with its by-laws for the election of boards of directors and such other corporate business as may properly come before the meeting looking towards its liquidation, and such directors may, from time to time, replace such agent or agents in charge of such liquidation, paying such agent or agents such compensation as they may determine. All expenses of such liquidation by such agent or agents shall be subject to approval by the board of directors of the bank.
(f) Prior to or contemporaneously with the delivery of said assets to the agent or agents of said bank, it shall be a condition thereto that all persons having a direct lien on the assets of the trust and also all persons having an undisposed of disputed claim, if any there be, pending in the receivership, be required to give their consent in writing to the release of the assets in the hands of the receiver to the bank. When the court is satisfied of compliance with all requirements hereinbefore contained, a decree shall be entered which shall have the effect (1) to discharge the receiver and his surety from all liability to all persons; (2) to revest title to all assets withheld by the receiver in the old banking corporation and to vest such corporation with full authority to receive and deal with such property for purposes only of effective liquidation.
SOURCES: Codes, 1942, Secs. 5258, 5259; Laws, 1938, Ex. ch. 52.