[Rev. 11/21/2013 1:03:06 PM--2013]

CHAPTER 667 - LIQUIDATION AND REORGANIZATION

VOLUNTARY LIQUIDATION

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

LIQUIDATION OF INSURED BANKS

NRS 667.035†††††††††† Federal Deposit Insurance Corporation may act as receiver or liquidator of closed bank having insured deposits; no bond required.

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

NRS 667.055†††††††††† Enforcement of individual liability of stockholders or members and directors or managers of closed bank.

NRS 667.065†††††††††† Payment of insured deposits; subrogation.

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

NRS 667.085†††††††††† Commissioner to furnish copies of examinations and reports to Federal Deposit Insurance Corporation.

NRS 667.095†††††††††† Deposit of books, papers and records with Commissioner upon final liquidation.

NRS 667.105†††††††††† Destruction of records of liquidated insolvent banks.

NRS 667.115†††††††††† Termination of trusteeship under security instruments upon insolvency; appointment of successor trustee by petition to district court or pursuant to security instrument.

NRS 667.125†††††††††† Petition for appointment of successor trustee by district court: Order directing service of notice.

NRS 667.135†††††††††† Petition for appointment of successor trustee: Publication and contents of notice.

NRS 667.145†††††††††† Appointment of successor trustee when no objection made.

NRS 667.155†††††††††† Hearing on objections to appointment of successor trustee; appeal from order.

NRS 667.165†††††††††† Recordation of order appointing successor trustee.

NRS 667.175†††††††††† Petition and order may relate to all instruments in which former trustee was named.

NRS 667.185†††††††††† Provisions additional to other remedies.

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

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

REOPENING AND REORGANIZATION

NRS 667.215†††††††††† Conditions under which banks may reopen.

NRS 667.225†††††††††† Conditions under 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, a bank may go into voluntary liquidation pursuant to the provisions of NRS 78.580 or 86.491.

††††† 2.  If the voluntary liquidation of the bank results from a vote or agreement of the stockholders or members of the bank, a certified 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 the Commissioner for the Commissionerís approval. If the Commissioner approves the liquidation, the Commissioner shall issue to the bank, under the Commissionerís seal, a permit for that purpose. No permit may be issued by the Commissioner until the Commissioner is satisfied that provision has been made by the bank to satisfy and pay off all depositors and all creditors of the bank. If the Commissioner is not satisfied, the Commissioner shall not issue a permit, but the Commissioner may take possession of the bank, its assets and business, and liquidate the bank in the manner provided by this chapter.

††††† 3.  When the Commissioner approves the voluntary liquidation of a bank pursuant to subsection 2, the directors or managers of the bank shall cause to be published, in a newspaper in the city, town or county in which the bank is located, a notice that the bank is closing its affairs and going into liquidation, and that its depositors and creditors are to present their claims for payment.

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

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

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

††††† 7.  If a voluntary liquidation or the sale and transfer of the assets of any bank is approved by the Commissioner, a certified copy of that approval under seal of the Commissioner, filed in the Office of the Secretary of State, authorizes the cancellation of the articles of incorporation 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  Federal Deposit Insurance Corporation may act as receiver or liquidator of closed bank having insured deposits; no bond required.

††††† 1.  The Federal Deposit Insurance Corporation created by the Federal Deposit Insurance Act, 12 U.S.C. ß 1811, may act without bond as receiver or liquidator of any state bank which:

††††† (a) Has been closed because of inability to meet the demands of its depositors; or

††††† (b) Is insured by the Federal Deposit Insurance Corporation and has been taken possession of by the Commissioner pursuant to NRS 658.151.

††††† 2.  The appropriate state authority having the right to appoint a receiver or liquidator of a state bank may, upon such closing, tender to the Federal Deposit Insurance Corporation the appointment as receiver or liquidator of such bank. If the Federal Deposit Insurance Corporation accepts the appointment, it shall have and possess all the powers and privileges provided 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 be subject to all the duties of such receiver or liquidator, except insofar as such powers, privileges or duties are in conflict with the provisions of the Federal Deposit Insurance Act.

††††† (Added to NRS by 1971, 1002; A 2009, 1831)

††††† NRS 667.045  Acceptance of 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 or liquidator by the Federal Deposit Insurance Corporation, the possession of and title to all the assets, business and property of such bank of every kind and nature shall pass to and vest in the Federal Deposit Insurance Corporation without the execution of any instruments of conveyance, assignment, transfer or endorsement.

††††† (Added to NRS by 1971, 1002)

††††† NRS 667.055  Enforcement of individual liability of stockholders or members and directors or managers of closed bank.  Among its other powers, the Federal Deposit Insurance Corporation, in the performance of its powers and duties as receiver or liquidator, may, upon the order of a court of record of competent jurisdiction, enforce the individual liability of the stockholders or members and directors or managers of any such bank.

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

††††† NRS 667.065  Payment of insured deposits; subrogation.

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

††††† 2.  The rights of depositors and other creditors of such closed bank shall be determined in accordance with the applicable provisions of the laws of this state.

††††† (Added to NRS by 1971, 1002)

††††† NRS 667.075  Loans to 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 action of the Commissioner, by action of a court, by action of its directors or due to its insolvency or suspension, the Commissioner, or the receiver or liquidator of the bank with the permission of the Commissioner, may borrow from the Federal Deposit Insurance Corporation and furnish any part or all of the assets of the bank to the Federal Deposit Insurance Corporation as security for a loan from it; but where the Federal Deposit Insurance Corporation is acting as the receiver or liquidator, the order of a court of record of competent jurisdiction must be first obtained approving the loan.

††††† 2.  The Commissioner, or the receiver or liquidator of any state bank with the permission of the Commissioner, upon the order of a court of record of competent jurisdiction, may sell to the Federal Deposit Insurance Corporation any part or all of the assets of the bank.

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

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

††††† NRS 667.085  Commissioner to furnish copies of examinations and reports to Federal Deposit Insurance Corporation.

††††† 1.  The Commissioner shall furnish to the Federal Deposit Insurance Corporation, or to any official or examiner thereof, a copy of 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 Deposit Insurance Corporation, or to any official or examiner thereof, all information possessed by the office of the Division of Financial Institutions with reference 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 complying with the provisions of the Federal Deposit Insurance Act, its amendments or substitutions, or the requirements of the Federal Deposit Insurance Corporation relative to examinations and reports; or

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

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

††††† NRS 667.095  Deposit of books, papers and records with Commissioner upon final liquidation.  All books, papers and records of a bank which has been finally 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  Destruction of records of liquidated insolvent banks.

††††† 1.  Except as otherwise provided in subsections 2 and 3, after the expiration of 10 years from the filing by the Commissioner of a final report of liquidation of any insolvent bank, the Commissioner, with the consent of the State Board of Finance, may destroy the records of any insolvent bank held in the Office of the Commissioner in connection with the liquidation of the bank.

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

††††† 3.  The Commissioner may not destroy any of the formal records of liquidation or any of the records made in the Commissionerís office with reference to the liquidation of any insolvent bank.

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

††††† NRS 667.115  Termination of trusteeship under security instruments upon insolvency; appointment of successor trustee by petition to district court or pursuant to security instrument.

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

††††† 2.  If an indenture, deed of trust or other instrument of like character that appoints a bank as trustee pursuant to subsection 1 includes a provision which provides for the appointment of a successor trustee if the bank is taken over for liquidation, the powers and duties of the bank as trustee cease upon being taken over by the Commissioner, the Federal Deposit Insurance Corporation or any other legally constituted authority and the successor trustee named, or whose selection is provided for, in the instrument immediately assumes the duties as trustee without appointment by the district court 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  Petition for appointment of successor trustee by district court: Order directing service of notice.  In all cases to which subsection 1 of NRS 667.115 is applicable, the district court for the county in which such indenture, deed of trust or other instrument of like character is recorded shall, upon the verified petition of any person interested in any such trust, either as trustee, beneficiary or otherwise, which interest must be set out in the petition, issue its order directing service on all interested parties, personally or by the publication in a newspaper published in the county, or in some adjoining county if no newspaper is published in the county where the application is made, of a notice directed to all persons concerned, commanding and requiring all persons having any interest in the trust, to appear in court on a day designated in the order and notice, not less than 30 days after the date of the order and notice, to show cause why a new trustee should not be appointed.

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

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

††††† (Added to NRS by 1971, 1004)

††††† NRS 667.145  Appointment of successor trustee when no objection made.  If, upon the day fixed in the order and notice, no person appears and objects to the appointment of a substitute trustee, the district court shall, upon such terms as it deems advisable to serve the best interest of all interested parties, appoint some competent person, or corporation authorized to act as a trustee, as a substitute trustee. Such appointed trustee shall be vested with and shall exercise all the powers conferred upon the trustee named in the instrument.

††††† (Added to NRS by 1971, 1004)

††††† NRS 667.155  Hearing on objections to appointment of successor trustee; appeal from order.  If, upon the day fixed in the order and notice, objection is made to the appointment of a new trustee, the court shall hear and determine the matter. An appeal may be taken from the decision of the court by any party who made an appearance in the proceeding.

††††† (Added to NRS by 1971, 1005)

††††† NRS 667.165  Recordation of order appointing successor trustee.  The final order of appointment of any such new trustee upon its entry shall be recorded in the office of the county recorder in the county or counties in which 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 margin of the record where the original instrument is recorded.

††††† (Added to NRS by 1971, 1005)

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

††††† (Added to NRS by 1971, 1005)

††††† NRS 667.185  Provisions additional to other remedies.  NRS 667.115 to 667.175, inclusive, are in addition to and not in substitution for any other remedy provided by law.

††††† (Added to NRS by 1971, 1005)

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

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

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

††††† 1.  The Commissioner shall, on January 1 and July 1 of each year, file with the Secretary of State a report showing all banks under liquidation in the State of Nevada, the names of all auditors together with the amounts paid to them for auditing each of those banks, and the names of all attorneys employed in connection with the liquidation of those banks together with the amount paid or contracted to be paid to each of the attorneys. If any attorney has been employed on a fee contingent upon recovery, the report must contain in substance the contract.

††††† 2.  Within 5 days after the receipt of the report, the Secretary of State shall publish the report one time in some newspaper published in each county in which a bank is under liquidation. If there is no newspaper published in the county, the Secretary of State shall post a copy of the 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  Conditions under which banks may reopen.  When the Commissioner or the Federal Deposit Insurance Corporation has taken possession of any bank, the bank may, with the consent of the Commissioner, resume business upon such terms and conditions as may be approved by the Commissioner and the Federal Deposit Insurance Corporation.

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

††††† NRS 667.225  Conditions under which bank may reorganize before actual dissolution.

††††† 1.  When any bank is authorized to dissolve and has taken the necessary steps to effect dissolution in accordance with the laws of this state or the laws of the United States, but before actual dissolution, a majority of the directors or managers of the national or state bank, upon authority in writing of the owners of two-thirds of its stock or two-thirds of the membersí interests and with the approval of the Commissioner, may execute articles of incorporation or organization as provided in this title for the organization of a new bank. The articles must further set forth the authority derived from the stockholders or members of the national or state bank.

††††† 2.  Upon the filing of articles of incorporation or organization 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, by operation of law, vest in and become the property of the reorganized state bank, subject to all liabilities of the national or state bank existing before the reorganization.

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