Plan of Dissolution of Business

VOLUNTARY DISSOLUTION — CHECK LIST 1. 2. 3. 4. Board of directors adopts a Plan of Dissolution and calls a special meeting of the shareholders (see Plan of Voluntary Dissolution and Resolution of Board of Directors). Shareholders adopt a Plan of Dissolution (see Resolution of Shareholders). An application is made to Superintendent of Banking for approval of the Plan of Dissolution. Section 524.1303(a), Code of Iowa. Application fee — A check payable to the Superintendent in the amount of $5,000 must accompany the application. Fees will be refunded if the application is not accepted. Fees are not refundable after the application is accepted. Three executed copies with original signatures of the Articles of Dissolution for filing and recording in the office of the Secretary of State are submitted to the Superintendent. Section 524.1304(a), Code of Iowa (see Articles of Dissolution). Check for $50 payable to the Secretary of State for filing fees. If a purchase of assets and assumption of liabilities is involved, the dissolving state bank publishes a notice of the proposed transaction in a newspaper of general circulation in the city where the principal place of business of the dissolving bank is located and furnishes proof of publication to the Superintendent. Section 524.1303(3), Code of Iowa (see public notice form). If a public hearing is held on the dissolution, the Superintendent sets a hearing date and provides notice to all interested parties. The Superintendent notifies the state bank of his approval or denial of the application. If the application is approved, the Superintendent holds the file pending any required approval by federal agencies. If the application is denied by a federal agency, the Superintendent rescinds his approval for that reason. Section 524.1304(3), Code of Iowa. If all required approvals are obtained, the Superintendent forwards the Articles of Dissolution to the Secretary of State for filing and recording. Section 524.1304(2), Code of Iowa. The Secretary of State issues a Certificate of Dissolution. The state bank gives the notices required by Sections 524.1304(1)(a-e), Code of Iowa, and Acts as required by Section 524.1305. 5. 6. 7. 8. 9. 10. 11. 12. 13. PLAN OF VOLUNTARY DISSOLUTION No particular form is specified. Dissolution may consist simply of the unilateral act of ceasing to accept deposits, paying out depositors and creditors, and liquidating assets. Dissolution also may be accomplished by arranging for another bank to acquire the assets and assume the liabilities of the dissolving bank. The essential ingredient of the plan is payment in full of liabilities to depositors and creditors. The plan must also include a provision for continuation of the business of the state bank in the event acquisition of its assets and assumption of liabilities by another bank or any other plan of dissolution is not completed. Iowa Code Section 524.1303(1) RESOLUTION OF DIRECTORS DISSOLUTION OF STATE BANK Resolved that the board of directors of (Bank) does hereby adopt a Plan of Dissolution for dissolving said bank. Resolved further that a special meeting of the shareholders be called on (Date) and that notice for the meeting shall include the following resolution to be presented and accompanied by a copy of the Plan of Dissolution: Resolved that the shareholders of (Bank) do hereby adopt a Plan of Dissolution and direct the board of directors and officers of said bank to make application to the Superintendent of Banking for approval of the plan to dissolve the bank previously approved by the board of directors by resolution adopted (Date). Upon approval by the Superintendent of Banking, the officers and directors are further directed to proceed to carry out the Plan of Dissolution. The (Title) and (Title) of the state bank are authorized to prepare and sign the appropriate documents. Board of Directors (Name of Institution) Chairman Secretary Dated RESOLUTION OF SHAREHOLDERS DISSOLUTION OF STATE BANK Resolved that the shareholders of (Bank) do hereby adopt a Plan of Dissolution and direct the board of directors and officers of said bank to make application to the Superintendent of Banking for approval of the plan to dissolve the bank as approved by the board of directors by resolution adopted (Date), a copy of which is attached. Upon approval by the Superintendent of Banking, the officers and directors are further directed to carry out the Plan of Dissolution. The (Title) and (Title) of the state bank are authorized to prepare and sign the appropriate documents. There were (Number) common shares entitled to vote on the resolution. “Yes” votes were cast by (Number) shares. “No” votes were cast by (Number) shares. (If more than one class of shares is entitled to vote on the dissolution, show votes for additional classes in the same manner.) Shareholders Meeting Chairman Secretary Dated APPLICATION FOR APPROVAL OF A PLAN OF DISSOLUTION Superintendent of Banking State of Iowa, Division of Banking 200 East Grand Avenue, Suite 300 Des Moines, IA 50309-1827 The undersigned state bank makes application for approval of a Plan of Dissolution. The following are attached: 1. 2. Plan of Dissolution. Articles of Dissolution consisting of three executed copies with original signatures. 3. 4. 5. 6. 7. A check for $50 payable to the Secretary of State for filing fees. Resolution of board of directors. Copy of notice to shareholders. Resolution of shareholders as adopted. Application fee of $5,000 (check made payable to the Superintendent of Banking). Publication of notice of the proposed dissolution as required by Section 524.1303(3), Code of Iowa, will be completed as directed. (Bank) (Title) (Title) Dated ARTICLES OF DISSOLUTION OF (Bank Name) Pursuant to the provisions of Section 524.1304(a) of the Code of Iowa, the undersigned state bank adopts the following Articles of Dissolution for the purpose of dissolving the state bank: ARTICLE I The name of the state bank is (Bank Name). The location of its principal place of business is (City/Town), (County), Iowa. ARTICLE II The dissolution of (Bank Name) was authorized by the shareholders on (Date). The number of shares outstanding and entitled to vote on the Plan of Dissolution was (Number). ARTICLE III The number of shares voted for the Plan of Dissolution was (Number). The number of shares voted against was (Number). ARTICLE IV All debts, obligations, and liabilities of the state bank will be paid or otherwise discharged or adequate provision will be made for such discharge. ARTICLE V All remaining property and assets of the state bank will be distributed among its shareholders in accordance with their respective rights and interests. ARTICLE VI There are no legal actions pending against the state bank in any court for which adequate provision has not been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending legal action. ARTICLE VII The effective date of the dissolution is (Effective date). We, the undersigned President and Cashier of the state bank, sign and verify these Articles of Dissolution as provided in the resolution adopted by the shareholders. (Bank) President Cashier Dated (Can put notary here) State of Iowa County of ) ) ) SS On this _________ day of _______________, 20____, before me, a Notary Public in and for the State of Iowa, personally appeared (Name) and (Name), to me personally known, who, being by me duly sworn, did say that they are the (Title) and (Title), respectively, of the corporation executing the within and foregoing instrument; that (the seal affixed thereto is the seal of the corporation or the corporation has no seal); that said instrument was signed (and sealed) on behalf of the corporation by the authority of its Board of Directors; and that (Name) and (Name), as officers, acknowledged the execution of said instrument to be the voluntary act and deed of the corporation, by it and by them voluntarily executed. Notary Public in and for said county and state PUBLIC NOTICE NOTICE OF PROPOSED DISSOLUTION (BANK NAME) The undersigned officers of (Bank Name), (Post Office Address), have placed on file with the Superintendent of Banking of the State of Iowa an application for approval of a Plan of Dissolution, which has been adopted by the shareholders and directors of the bank. The assets of the bank are to be acquired and the liabilities assumed by (Name of Acquiring Bank), the principal place of business of which is located at (Post Office Address, City, State). The shareholders of (Name of Dissolving Bank) believe it is in the best interests of their customers to cease to do business and to convey the assets to (Name of Acquiring Bank). The application was accepted for processing on (Date). You are hereby notified that any interested person may submit written comments or information to the Superintendent concerning the application within 30 days after the publication of this notice. You are also hereby notified that any interested person may submit a written request of the Superintendent for a hearing on the application within 30 days after the publication of this notice. The request shall state the nature of the issues or facts to be presented at the hearing and reasons why written submissions would be insufficient to make an adequate presentation to the Superintendent. Comments and/or request for a hearing shall be addressed to: Superintendent of Banking, 200 East Grand Avenue, Suite 300, Des Moines, IA 50309. The notice is published pursuant to Section 524.1303(3), Code of Iowa. (Name of Bank) By: (Name and Title) Dated