2005 Nevada Revised Statutes - Chapter 667 — Liquidation and Reorganization

CHAPTER 667 - LIQUIDATION ANDREORGANIZATION

VOLUNTARY LIQUIDATION

NRS 667.015 Procedure;applicable law; power to sell and transfer assets.

LIQUIDATION OF INSURED BANKS

NRS 667.035 FederalDeposit Insurance Corporation may act as receiver or liquidator of closed bankhaving insured deposits; no bond required.

NRS 667.045 Acceptanceof appointment as receiver or liquidator; possession of and title to assets,business and property vests in Federal Deposit Insurance Corporation.

NRS 667.055 Enforcementof individual liability of stockholders or members and directors or managers ofclosed bank.

NRS 667.065 Paymentof insured deposits; subrogation.

NRS 667.075 Loansto closed banks by Federal Deposit Insurance Corporation; sale of assets to it.

NRS 667.085 Commissionerto furnish copies of examinations and reports to Federal Deposit InsuranceCorporation.

NRS 667.095 Depositof books, papers and records with Commissioner upon final liquidation.

NRS 667.105 Destructionof records of liquidated insolvent banks.

NRS 667.115 Terminationof trusteeship under security instruments upon insolvency; appointment ofsuccessor trustee by petition to district court or pursuant to securityinstrument.

NRS 667.125 Petitionfor appointment of successor trustee by district court: Order directing serviceof notice.

NRS 667.135 Petitionfor appointment of successor trustee: Publication and contents of notice.

NRS 667.145 Appointmentof successor trustee when no objection made.

NRS 667.155 Hearingon objections to appointment of successor trustee; appeal from order.

NRS 667.165 Recordationof order appointing successor trustee.

NRS 667.175 Petitionand order may relate to all instruments in which former trustee was named.

NRS 667.185 Provisionsadditional to other remedies.

NRS 667.195 Validationof sales by liquidator under security instruments giving power of sale.

NRS 667.205 Reportof banks under liquidation: Contents; filing with Secretary of State;publication.

REOPENING AND REORGANIZATION

NRS 667.215 Conditionsunder which banks may reopen.

NRS 667.225 Conditionsunder which bank may reorganize before actual dissolution.

_________

VOLUNTARY LIQUIDATION

NRS 667.015 Procedure;applicable law; power to sell and transfer assets.

1. Except as otherwise provided in this section, abank may go into voluntary liquidation pursuant to the provisions of NRS 78.580 or 86.491.

2. If the voluntary liquidation of the bank resultsfrom a vote or agreement of the stockholders or members of the bank, acertified copy of all proceedings of the meeting at which that action is taken,verified by the oath of the president or a manager, must be transmitted to theCommissioner for his approval. If the Commissioner approves the liquidation, heshall issue to the bank, under his seal, a permit for that purpose. No permitmay be issued by the Commissioner until he is satisfied that provision has beenmade by the bank to satisfy and pay off all depositors and all creditors of thebank. If he is not satisfied, the Commissioner shall not issue a permit, but hemay take possession of the bank, its assets and business, and liquidate thebank in the manner provided by this chapter.

3. When the Commissioner approves the voluntaryliquidation of a bank pursuant to subsection 2, the directors or managers of thebank shall cause to be published, in a newspaper in the city, town or county inwhich the bank is located, a notice that the bank is closing its affairs andgoing into liquidation, and that its depositors and creditors are to presenttheir claims for payment.

4. When any bank is in the process of voluntaryliquidation, it is subject to examination by the Commissioner, and the bankshall furnish such reports, from time to time, as may be called for by theCommissioner.

5. All unclaimed deposits and dividends remaining inthe hands of the bank are subject to the provisions of this chapter.

6. Any bank that is in the process of voluntaryliquidation may sell and transfer to any other state or national bank all orany portion of its assets of every kind upon such terms as may be agreed uponand approved by the Commissioner and by a majority vote of the banks board ofdirectors or of its managers. A certified copy of the minutes of any meeting atwhich that action is taken, under the oath of the president or a manager, and acopy of the contract of sale and transfer must be filed with the Commissioner.

7. If a voluntary liquidation or the sale and transferof the assets of any bank is approved by the Commissioner, a certified copy ofthat approval under seal of the Commissioner, filed in the office of theSecretary of State, authorizes the cancellation of the articles ofincorporation or organization of the bank, subject to its continued existence,as provided by law.

(Added to NRS by 1971, 1001; A 1983, 1753; 1987,1938; 1995, 494; 1997, 1004)

LIQUIDATION OF INSURED BANKS

NRS 667.035 FederalDeposit Insurance Corporation may act as receiver or liquidator of closed bankhaving insured deposits; no bond required.

1. After July 1, 1971, the Federal Deposit InsuranceCorporation created by the Federal Deposit Insurance Act, 12 U.S.C. 1811, mayact without bond as receiver or liquidator of any state bank which has beenclosed because of inability to meet the demands of its depositors.

2. The appropriate state authority having the right toappoint a receiver or liquidator of a state bank may, upon such closing, tenderto the Federal Deposit Insurance Corporation the appointment as receiver orliquidator of such bank. If the Federal Deposit Insurance Corporation acceptsthe appointment, it shall have and possess all the powers and privilegesprovided by the laws of this state with respect to a receiver or liquidator,respectively, of a state bank, its depositors and other creditors, and shall besubject to all the duties of such receiver or liquidator, except insofar assuch powers, privileges or duties are in conflict with the provisions of theFederal Deposit Insurance Act.

(Added to NRS by 1971, 1002)

NRS 667.045 Acceptanceof appointment as receiver or liquidator; possession of and title to assets,business and property vests in Federal Deposit Insurance Corporation. Upon the acceptance of the appointment as receiver orliquidator by the Federal Deposit Insurance Corporation, the possession of andtitle to all the assets, business and property of such bank of every kind andnature shall pass to and vest in the Federal Deposit Insurance Corporationwithout the execution of any instruments of conveyance, assignment, transfer orendorsement.

(Added to NRS by 1971, 1002)

NRS 667.055 Enforcementof individual liability of stockholders or members and directors or managers ofclosed bank. Among its other powers, theFederal Deposit Insurance Corporation, in the performance of its powers andduties as receiver or liquidator, may, upon the order of a court of record ofcompetent jurisdiction, enforce the individual liability of the stockholders ormembers and directors or managers of any such bank.

(Added to NRS by 1971, 1002; A 1995, 495)

NRS 667.065 Paymentof insured deposits; subrogation.

1. When any state bank has been closed as provided in NRS 667.035, and the Federal DepositInsurance Corporation pays, or makes available for payment, the insured depositliabilities of such closed bank, the Federal Deposit Insurance Corporation,whether or not it has become receiver or liquidator of such closed bank, shallbe subrogated to all rights against such closed bank of the owners of suchdeposits in the same manner and to the same extent as subrogation of theFederal Deposit Insurance Corporation is provided for in the Federal DepositInsurance Act in the case of the closing of a national bank.

2. The rights of depositors and other creditors ofsuch closed bank shall be determined in accordance with the applicableprovisions of the laws of this state.

(Added to NRS by 1971, 1002)

NRS 667.075 Loansto closed banks by Federal Deposit Insurance Corporation; sale of assets to it.

1. Any state bank which is, or may hereafter be,closed on account of inability to meet the demands of its depositors, by actionof the Commissioner, by action of a court, by action of its directors or due toits insolvency or suspension, the Commissioner, or the receiver or liquidatorof the bank with the permission of the Commissioner, may borrow from theFederal Deposit Insurance Corporation and furnish any part or all of the assetsof the bank to the Federal Deposit Insurance Corporation as security for a loanfrom it; but where the Federal Deposit Insurance Corporation is acting as thereceiver or liquidator, the order of a court of record of competent jurisdictionmust be first obtained approving the loan.

2. The Commissioner, or the receiver or liquidator ofany state bank with the permission of the Commissioner, upon the order of acourt of record of competent jurisdiction, may sell to the Federal DepositInsurance Corporation any part or all of the assets of the bank.

3. The provisions of this section do not limit thepower of any bank, the Commissioner, receivers or liquidators to pledge or sellassets in accordance with any other existing law.

(Added to NRS by 1971, 1003; A 1983, 1754; 1987,1939)

NRS 667.085 Commissionerto furnish copies of examinations and reports to Federal Deposit InsuranceCorporation.

1. The Commissioner shall furnish to the FederalDeposit Insurance Corporation, or to any official or examiner thereof, a copyof all examinations made of any state bank and of all reports made by the bank.The Commissioner shall give access to and disclose to the Federal DepositInsurance Corporation, or to any official or examiner thereof, all informationpossessed by the office of the Division of Financial Institutions withreference to the conditions or affairs of any state bank.

2. Nothing in this section limits:

(a) The duty of any bank in this state from complyingwith the provisions of the Federal Deposit Insurance Act, its amendments orsubstitutions, or the requirements of the Federal Deposit Insurance Corporationrelative to examinations and reports; or

(b) The powers of the Commissioner with reference toexaminations and reports pursuant to the provisions of this title.

(Added to NRS by 1971, 1003; A 1983, 1755; 1987,1940)

NRS 667.095 Depositof books, papers and records with Commissioner upon final liquidation. All books, papers and records of a bank which has beenfinally liquidated must be deposited by the receiver in the Office of the Commissioner.

(Added to NRS by 1971, 1003; A 1983, 1755; 1987,1940; 1997, 1005)

NRS 667.105 Destructionof records of liquidated insolvent banks.

1. Except as otherwise provided in subsections 2 and3, after the expiration of 10 years from the filing by the Commissioner of afinal report of liquidation of any insolvent bank, the Commissioner, with theconsent of the State Board of Finance, may destroy the records of any insolventbank held in the Office of the Commissioner in connection with the liquidationof the bank.

2. If there are any unpaid dividends of the insolventbank, the Commissioner shall preserve the deposit ledger or other evidence ofindebtedness of the bank which refers to the unpaid dividends until thedividends have been paid.

3. The Commissioner may not destroy any of the formalrecords of liquidation or any of the records made in his office with referenceto the liquidation of any insolvent bank.

(Added to NRS by 1971, 1003; A 1983, 1755; 1987,1940; 1997, 1005)

NRS 667.115 Terminationof trusteeship under security instruments upon insolvency; appointment ofsuccessor trustee by petition to district court or pursuant to securityinstrument.

1. Except as otherwise provided in subsection 2, ifany bank created under the laws of this state has been or is appointed trusteein any indenture, deed of trust or other instrument of like character, executedto secure the payment of any bonds, notes or other evidences of indebtedness,is taken over for liquidation by the Commissioner, by the Federal DepositInsurance Corporation or by any other legally constituted authority, the powersand duties of the bank as trustee cease upon the entry of an order of thedistrict court appointing a successor trustee pursuant to a petition asprovided for in NRS 667.125 to 667.185, inclusive.

2. If an indenture, deed of trust or other instrumentof like character that appoints a bank as trustee pursuant to subsection 1includes a provision which provides for the appointment of a successor trusteeif the bank is taken over for liquidation, the powers and duties of the bank astrustee cease upon being taken over by the Commissioner, the Federal DepositInsurance Corporation or any other legally constituted authority and thesuccessor trustee named, or whose selection is provided for, in the instrumentimmediately assumes the duties as trustee without appointment by the districtcourt pursuant to NRS 667.125 to 667.185, inclusive.

(Added to NRS by 1971, 1004; A 1983, 1756; 1987,1941; 1997, 1005)

NRS 667.125 Petitionfor appointment of successor trustee by district court: Order directing serviceof notice. In all cases to which subsection 1of NRS 667.115 is applicable, thedistrict court for the county in which such indenture, deed of trust or otherinstrument of like character is recorded shall, upon the verified petition ofany person interested in any such trust, either as trustee, beneficiary orotherwise, which interest must be set out in the petition, issue its orderdirecting service on all interested parties, personally or by the publicationin a newspaper published in the county, or in some adjoining county if nonewspaper is published in the county where the application is made, of a noticedirected to all persons concerned, commanding and requiring all persons havingany interest in the trust, to appear in court on a day designated in the orderand notice, not less than 30 days after the date of the order and notice, toshow cause why a new trustee should not be appointed.

(Added to NRS by 1971, 1004; A 1997, 1006)

NRS 667.135 Petitionfor appointment of successor trustee: Publication and contents of notice. Such notice shall be published in the manner required bythe Nevada Rules of Civil Procedure for service of summons by publication, andshall set forth the names of the parties to the indenture, deed of trust orother such instrument, the date thereof, and the place or places where suchinstrument is recorded.

(Added to NRS by 1971, 1004)

NRS 667.145 Appointmentof successor trustee when no objection made. If,upon the day fixed in the order and notice, no person appears and objects tothe appointment of a substitute trustee, the district court shall, upon suchterms as it deems advisable to serve the best interest of all interestedparties, appoint some competent person, or corporation authorized to act as atrustee, as a substitute trustee. Such appointed trustee shall be vested withand shall exercise all the powers conferred upon the trustee named in theinstrument.

(Added to NRS by 1971, 1004)

NRS 667.155 Hearingon objections to appointment of successor trustee; appeal from order. If, upon the day fixed in the order and notice, objectionis made to the appointment of a new trustee, the court shall hear and determinethe matter. An appeal may be taken from the decision of the court by any partywho made an appearance in the proceeding.

(Added to NRS by 1971, 1005)

NRS 667.165 Recordationof order appointing successor trustee. Thefinal order of appointment of any such new trustee upon its entry shall berecorded in the office of the county recorder in the county or counties inwhich the instrument under which such appointment has been made is recorded,and a minute of the same shall be entered by the county recorder on the marginof the record where the original instrument is recorded.

(Added to NRS by 1971, 1005)

NRS 667.175 Petitionand order may relate to all instruments in which former trustee was named. The petition and the order appointing such new trustee mayinclude, relate to and apply to any number of indentures, deeds of trust orother instruments, wherein the same trustee is named.

(Added to NRS by 1971, 1005)

NRS 667.185 Provisionsadditional to other remedies. NRS 667.115 to 667.175, inclusive, are in addition to andnot in substitution for any other remedy provided by law.

(Added to NRS by 1971, 1005)

NRS 667.195 Validationof sales by liquidator under security instruments giving power of sale. If the Commissioner, the Federal Deposit Insurance Corporationor any liquidating agent appointed pursuant to the provisions of NRS 667.035 to 667.085, inclusive, exercises the power ofsale set up in any mortgage, deed of trust or other written instrument for thesecurity of the payment of money in which any bank then in liquidation wasnamed trustee, the exercise of the power of sale and the acts of resigning thetrust, of the Commissioner, the Federal Deposit Insurance Corporation or theappointed liquidating agent have the same effect as if done by the bank namedas trustee in the mortgage, deed of trust or other instrument.

(Added to NRS by 1971, 1005; A 1983, 1756; 1987;1941)

NRS 667.205 Reportof banks under liquidation: Contents; filing with Secretary of State;publication.

1. The Commissioner shall, on January 1 and July 1 ofeach year, file with the Secretary of State a report showing all banks underliquidation in the State of Nevada, the names of all auditors together with theamounts paid to them for auditing each of those banks, and the names of allattorneys employed in connection with the liquidation of those banks togetherwith the amount paid or contracted to be paid to each of the attorneys. If anyattorney has been employed on a fee contingent upon recovery, the report mustcontain in substance the contract.

2. Within 5 days after the receipt of the report, theSecretary of State shall publish the report one time in some newspaperpublished in each county in which a bank is under liquidation. If there is nonewspaper published in the county, the Secretary of State shall post a copy ofthe report at the courthouse door in the county.

(Added to NRS by 1971, 1005; A 1983, 1756; 1987,1941)

REOPENING AND REORGANIZATION

NRS 667.215 Conditionsunder which banks may reopen. When theCommissioner or the Federal Deposit Insurance Corporation has taken possessionof any bank, the bank may, with the consent of the Commissioner, resumebusiness upon such terms and conditions as may be approved by the Commissionerand the Federal Deposit Insurance Corporation.

(Added to NRS by 1971, 1005; A 1983, 1757; 1987,1941)

NRS 667.225 Conditionsunder which bank may reorganize before actual dissolution.

1. When any bank is authorized to dissolve and hastaken the necessary steps to effect dissolution in accordance with the laws ofthis state or the laws of the United States, but before actual dissolution, amajority of the directors or managers of the national or state bank, uponauthority in writing of the owners of two-thirds of its stock or two-thirds ofthe members interests and with the approval of the Commissioner, may executearticles of incorporation or organization as provided in this title for theorganization of a new bank. The articles must further set forth the authorityderived from the stockholders or members of the national or state bank.

2. Upon the filing of articles of incorporation ororganization in the same manner as provided for the organization of new banks,the reorganized bank is a bank under the laws of this state. Upon reorganization,all assets, real and personal, of the dissolved national or state bank, byoperation of law, vest in and become the property of the reorganized statebank, subject to all liabilities of the national or state bank existing beforethe reorganization.

(Added to NRS by 1971, 1005; A 1983, 1757; 1987,1942; 1995, 495; 1997, 1006)