Section 215.76. Voluntary liquidation of a stock association.

 

(1)   Procedure for voluntary liquidation.

(a) A stock association may go into liquidation by a majority vote of the outstanding capital stock of the association at a stockholders' meeting held especially for that purpose, after 30 days' notice to each stockholder.

(b) When an association has voted to liquidate, the board shall cause notice of this fact to be:

1. Certified to the division under the seal of the association, by its president and secretary.

2. Published as a class 3 notice, under ch. 985 , in the county in which an office of the association is located, calling on all persons who have claims against the association to present them to the association and make proof thereof at a specified place and time.

3. Mailed to all persons who appear as creditors on the books of the association and to all savers in the association.

(2)   Period of liquidation. A stock association so liquidating shall dispose of its assets within 10 years from the date of liquidation, unless the division orders otherwise.

(3)   Status of board of directors. The board shall remain a body corporate until the association is fully liquidated.

(4)   Filling vacancies on board of directors. In case of a vacancy on the board, the remaining directors may fill the vacancy by electing a director.

(5)   Applicability of other sections. A stock association liquidating under this section shall be subject to ss. 215.02 (16) and 215.03 , the same as an association in actual operation.

(6)   Resumption of business. A stock association in liquidation may resume business with the approval of the division upon conditions approved by the division.

(7)   Disposition of funds.

(a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered to the division to be deposited in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the division, in trust for the various stockholders, owners of savings accounts or creditors entitled thereto. The division shall include in the annual report under s. 215.02 (11) the names of the associations so liquidated and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of them respectively, including a statement of interest or dividends earned upon such funds.

(b) The division may:

1. Pay the moneys so held to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same.

2. In case of doubt or conflicting claims, require an order of the circuit court authorizing and directing the payment of such moneys.

3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the division.

(8)   Reserved authority. This section does not prohibit the division from proceeding against any association as provided in s. 215.32 .

1975 c. 359 , 421 ; 1983 a. 167 , 524 ; 1991 a. 221 ; 1995 a. 27 . Cross-reference: See ch. 177 for disposition of unclaimed funds.