I. A nondepository trust company seeking to dissolve its charter shall file an application for dissolution with the board of trust company incorporation accompanied by a filing fee of $1500 payable to the bank commissioner. The bank commissioner shall examine the application for completeness and compliance with the requirements of this section, the domestic business entity laws applicable to the requested type of liquidation or reorganization, and its rules. The application shall include a comprehensive plan of dissolution setting forth the disposition of all assets and liabilities, in reasonable detail to effect the liquidation or reorganization. Among other things, the plan of dissolution shall provide for the discharge or assumption of all of the nondepository trust company's known or unknown claims and liabilities and the transfer of all of its responsibilities as a trustee to a successor trustee or trustees. Additionally, the filing shall include such other certifications, affidavits, documents or information with respect to the dissolution as the board may require to understand how such assets and liabilities will be disposed of, the timetable for effecting disposition of such assets and liabilities, and the applicant's proposal for dealing with any claims that are asserted after the dissolution has been completed. The bank commissioner may conduct a special examination of the applicant for purposes of evaluating the application. Cost of the special examination shall be paid by the applicant. II. If the bank commissioner finds that the application for dissolution is incomplete, the bank commissioner shall return it for completion not later than 60 days after it is filed. If the application is found to be complete by the bank commissioner, he or she shall so notify the board in writing and shall report any information he or she has obtained from an examination of the applicant to the board. Not later than 30 days thereafter, the board shall hold a hearing for the purpose of determining whether the plan of dissolution disposes of the assets and liabilities in a lawful manner, is fair and equitable to all interested persons, has no adverse effect on the business of banking in the state and in general carries out the purposes and intentions of RSA 392:43-45. Not later than 30 days thereafter, the board shall either approve or not approve the application. If the board approves the application, then the applicant may proceed with the dissolution under the plan, subject to such conditions that the board may prescribe. If the applicant subsequently determines that the plan of dissolution must be amended to complete the dissolution, it shall file an amended plan with the board and obtain its approval to proceed under the amended plan. If the board does not approve the application or amended plan, if any, the applicant may appeal the decision pursuant to RSA 541. III. Upon completion of all actions required under the plan of dissolution and conditions, if any, prescribed by the board of incorporation, necessary to liquidate the trust company or to effect the reorganization, the applicant shall submit a written report of its actions to the board of incorporation and the applicant's board of directors shall certify, under oath, that it is true and correct. Following receipt of the report, the bank commissioner may examine the trust company to determine whether the commissioner is satisfied that all required actions have been taken to liquidate or reorganize the trust company in accordance with the plan of dissolution and any conditions prescribed by the board. Not later than 60 days after the filing of the report, the board of incorporation shall examine the report and the bank commissioner's findings, and, if it is satisfied, shall so notify the applicant in writing that the dissolution has been completed and is final. Thereupon, the applicant shall surrender its charter to the board, and the board shall issue a certificate of dissolution to be filed with the secretary of state pursuant to RSA 392:47. If the board is not satisfied that all required actions have been taken, it shall notify the applicant in writing what additional actions shall be taken to be eligible for a certificate of dissolution. The board shall establish a deadline for the submission of evidence that the additional actions have been taken. The board may extend the deadline for good cause shown. If the applicant fails to file a supplemental report showing that the additional actions have been taken before the deadline, or submits a report that is found not to be satisfactory by the board of incorporation, the board shall notify the applicant in writing that its application is not approved, and the applicant may appeal the decision pursuant to RSA 541. IV. The board may adopt rules, pursuant to RSA 541-A, relative to the procedures and requirements for a dissolution pursuant to RSA 392:43-47.
I. A nondepository trust company seeking to dissolve its charter shall file an application for dissolution with the board of trust company incorporation accompanied by a filing fee of $1500 payable to the bank commissioner. The bank commissioner shall examine the application for completeness and compliance with the requirements of this section, the domestic business entity laws applicable to the requested type of liquidation or reorganization, and its rules. The application shall include a comprehensive plan of dissolution setting forth the disposition of all assets and liabilities, in reasonable detail to effect the liquidation or reorganization. Among other things, the plan of dissolution shall provide for the discharge or assumption of all of the nondepository trust company's known or unknown claims and liabilities and the transfer of all of its responsibilities as a trustee to a successor trustee or trustees. Additionally, the filing shall include such other certifications, affidavits, documents or information with respect to the dissolution as the board may require to understand how such assets and liabilities will be disposed of, the timetable for effecting disposition of such assets and liabilities, and the applicant's proposal for dealing with any claims that are asserted after the dissolution has been completed. The bank commissioner may conduct a special examination of the applicant for purposes of evaluating the application. Cost of the special examination shall be paid by the applicant. II. If the bank commissioner finds that the application for dissolution is incomplete, the bank commissioner shall return it for completion not later than 60 days after it is filed. If the application is found to be complete by the bank commissioner, he or she shall so notify the board in writing and shall report any information he or she has obtained from an examination of the applicant to the board. Not later than 30 days thereafter, the board shall hold a hearing for the purpose of determining whether the plan of dissolution disposes of the assets and liabilities in a lawful manner, is fair and equitable to all interested persons, has no adverse effect on the business of banking in the state and in general carries out the purposes and intentions of RSA 392:43-45. Not later than 30 days thereafter, the board shall either approve or not approve the application. If the board approves the application, then the applicant may proceed with the dissolution under the plan, subject to such conditions that the board may prescribe. If the applicant subsequently determines that the plan of dissolution must be amended to complete the dissolution, it shall file an amended plan with the board and obtain its approval to proceed under the amended plan. If the board does not approve the application or amended plan, if any, the applicant may appeal the decision pursuant to RSA 541. III. Upon completion of all actions required under the plan of dissolution and conditions, if any, prescribed by the board of incorporation, necessary to liquidate the trust company or to effect the reorganization, the applicant shall submit a written report of its actions to the board of incorporation and the applicant's board of directors shall certify, under oath, that it is true and correct. Following receipt of the report, the bank commissioner may examine the trust company to determine whether the commissioner is satisfied that all required actions have been taken to liquidate or reorganize the trust company in accordance with the plan of dissolution and any conditions prescribed by the board. Not later than 60 days after the filing of the report, the board of incorporation shall examine the report and the bank commissioner's findings, and, if it is satisfied, shall so notify the applicant in writing that the dissolution has been completed and is final. Thereupon, the applicant shall surrender its charter to the board, and the board shall issue a certificate of dissolution to be filed with the secretary of state pursuant to RSA 392:47. If the board is not satisfied that all required actions have been taken, it shall notify the applicant in writing what additional actions shall be taken to be eligible for a certificate of dissolution. The board shall establish a deadline for the submission of evidence that the additional actions have been taken. The board may extend the deadline for good cause shown. If the applicant fails to file a supplemental report showing that the additional actions have been taken before the deadline, or submits a report that is found not to be satisfactory by the board of incorporation, the board shall notify the applicant in writing that its application is not approved, and the applicant may appeal the decision pursuant to RSA 541. IV. The board may adopt rules, pursuant to RSA 541-A, relative to the procedures and requirements for a dissolution pursuant to RSA 392:43-47.
I. A nondepository trust company seeking to dissolve its charter shall file an application for dissolution with the board of trust company incorporation accompanied by a filing fee of $1500 payable to the bank commissioner. The bank commissioner shall examine the application for completeness and compliance with the requirements of this section, the domestic business entity laws applicable to the requested type of liquidation or reorganization, and its rules. The application shall include a comprehensive plan of dissolution setting forth the disposition of all assets and liabilities, in reasonable detail to effect the liquidation or reorganization. Among other things, the plan of dissolution shall provide for the discharge or assumption of all of the nondepository trust company's known or unknown claims and liabilities and the transfer of all of its responsibilities as a trustee to a successor trustee or trustees. Additionally, the filing shall include such other certifications, affidavits, documents or information with respect to the dissolution as the board may require to understand how such assets and liabilities will be disposed of, the timetable for effecting disposition of such assets and liabilities, and the applicant's proposal for dealing with any claims that are asserted after the dissolution has been completed. The bank commissioner may conduct a special examination of the applicant for purposes of evaluating the application. Cost of the special examination shall be paid by the applicant. II. If the bank commissioner finds that the application for dissolution is incomplete, the bank commissioner shall return it for completion not later than 60 days after it is filed. If the application is found to be complete by the bank commissioner, he or she shall so notify the board in writing and shall report any information he or she has obtained from an examination of the applicant to the board. Not later than 30 days thereafter, the board shall hold a hearing for the purpose of determining whether the plan of dissolution disposes of the assets and liabilities in a lawful manner, is fair and equitable to all interested persons, has no adverse effect on the business of banking in the state and in general carries out the purposes and intentions of RSA 392:43-45. Not later than 30 days thereafter, the board shall either approve or not approve the application. If the board approves the application, then the applicant may proceed with the dissolution under the plan, subject to such conditions that the board may prescribe. If the applicant subsequently determines that the plan of dissolution must be amended to complete the dissolution, it shall file an amended plan with the board and obtain its approval to proceed under the amended plan. If the board does not approve the application or amended plan, if any, the applicant may appeal the decision pursuant to RSA 541. III. Upon completion of all actions required under the plan of dissolution and conditions, if any, prescribed by the board of incorporation, necessary to liquidate the trust company or to effect the reorganization, the applicant shall submit a written report of its actions to the board of incorporation and the applicant's board of directors shall certify, under oath, that it is true and correct. Following receipt of the report, the bank commissioner may examine the trust company to determine whether the commissioner is satisfied that all required actions have been taken to liquidate or reorganize the trust company in accordance with the plan of dissolution and any conditions prescribed by the board. Not later than 60 days after the filing of the report, the board of incorporation shall examine the report and the bank commissioner's findings, and, if it is satisfied, shall so notify the applicant in writing that the dissolution has been completed and is final. Thereupon, the applicant shall surrender its charter to the board, and the board shall issue a certificate of dissolution to be filed with the secretary of state pursuant to RSA 392:47. If the board is not satisfied that all required actions have been taken, it shall notify the applicant in writing what additional actions shall be taken to be eligible for a certificate of dissolution. The board shall establish a deadline for the submission of evidence that the additional actions have been taken. The board may extend the deadline for good cause shown. If the applicant fails to file a supplemental report showing that the additional actions have been taken before the deadline, or submits a report that is found not to be satisfactory by the board of incorporation, the board shall notify the applicant in writing that its application is not approved, and the applicant may appeal the decision pursuant to RSA 541. IV. The board may adopt rules, pursuant to RSA 541-A, relative to the procedures and requirements for a dissolution pursuant to RSA 392:43-47.
