Missouri Revised Statutes § 369.089 - Dissolution

369.089. Dissolution. — 1. Any association may, at any meeting of the members of a mutual association or stockholders of a capital stock association, determine to liquidate and dissolve in accordance with the provisions of this section upon a two-thirds majority vote of all votes cast in person or by proxy. The notice of the meeting shall state that dissolution will be considered at the meeting. 2. Upon such vote, a certificate of liquidation, which shall state the vote cast in favor of liquidation, shall be signed by the president or vice president and attested by the secretary or assistant secretary and acknowledged before an officer competent to take acknowledgments of deeds. The certificate shall be filed with the director of the division of finance, who shall examine the association, and, if the director finds that according to its financial records it is not in an impaired condition, shall so note, together with the director's approval of the liquidation. 3. Upon such approval, the association shall cease to carry on business but nevertheless shall continue as a corporate entity for the sole purpose of paying, satisfying, and discharging existing liabilities and obligations, collecting and distributing assets, and doing all other acts required to adjust, wind up and liquidate its business and affairs. If at any time following the approval of the liquidation the director of the division of finance finds that the liquidation is not in the public interest or is being carried out for an improper purpose, the director may take possession of the property, business and assets of the association in which event all the provisions of sections 369.339, 369.344, and 369.349 shall apply. 4. The board of directors shall act as trustees for liquidation as provided in this section. The board of directors shall proceed as quickly as may be practicable to wind up the affairs of the association and, to the extent necessary or expedient to that end, shall exercise all the powers of the dissolved association and, without prejudice to the generality of such authority, may fill vacancies, elect officers, carry out the contracts, make new contracts, borrow money, mortgage or pledge the property, sell its assets at public or private sale, or compromise claims in favor of or against the association, apply assets to the discharge of liabilities, after paying or adequately providing for the payment of other liabilities distribute the remaining property to the members of a mutual association and to the stockholders of a capital stock association, and perform all acts necessary or expedient to the winding up of the association. The expense fund, if any, shall be paid as provided in section 369.039. All deeds or other instruments shall be in the name of the association and executed by the president or a vice president and the secretary or an assistant secretary. 5. The association, during the liquidation of the assets of the association by the board of directors, shall continue to be subject to the supervision of the director of the division of finance, and the board of directors shall report the progress of the liquidation to the director of the division of finance from time to time as the director may require. 6. (1) Any money due to but unclaimed by any person shall be deposited with the state treasurer as provided in sections 447.500 to 447.585. (2) Upon the completion of the liquidation, the board of directors shall file with the director of the division of finance a final report and accounting of the liquidation. The approval of the report by the director of the division of finance shall operate as a complete and final discharge of the board of directors and each member thereof in connection with the liquidation of the association. No liquidation or any action of the board of directors in connection therewith shall impair any contract right between the association and any borrower or other person or persons or the vested rights of any member of the association. Upon approval of the report and accounting, the director of the division of finance shall issue to the secretary of state, in triplicate, certification that the association has been liquidated and dissolved, its indebtedness paid, and the net proceeds derived from liquidation distributed to its members or stockholders. The secretary of state shall issue a certificate of dissolution and the corporate existence of the association thereupon shall end. 7. Any association may with the written approval of the director of the division of finance transfer, sell, or exchange in bulk and not in the regular and usual course of its business all or substantially all of its assets, including its name and goodwill, to any other association or bank and accept as consideration therefor cash and accounts, or either of them, of the purchasing association or bank upon such terms as may be determined by the vote of a majority of the boards of the purchasing association or bank and of the selling association, and by the affirmative vote of two-thirds of the votes cast by the members or stockholders of the selling association present in person or by proxy at any meeting. The notice of the meeting shall state that such action is to be considered at the meeting. The action of the members shall include a resolution to liquidate, and liquidation shall proceed as provided in this section. If the name is sold, the purchasing association or bank shall have the exclusive right to the use of or to change to such name for a period of five years. The provisions of sections 369.010 to 369.369 concerning investments by associations do not apply to a transaction under this section. For purposes of this section, the term "bank" includes any bank or trust company subject to the provisions of chapter 362, the deposits of which are insured by the Federal Deposit Insurance Corporation or any successor thereto. (L. 1971 S.B. 3 § 17, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 1995 H.B. 63, et al., A.L. 2019 S.B. 179)