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524.1301 Voluntary dissolution prior to commencement of business.

1. Subsequent to the issuance of the certificate of incorporation and prior to the issuance of the authorization to do business, a state bank which has not issued any shares may be voluntarily dissolved by its incorporators. In such case the articles of dissolution shall be prepared and filed in the manner provided in section 490.1401. The articles of dissolution shall be delivered to the superintendent, together with the applicable filing and recording fees, who shall deliver the same to the secretary of state for filing and recording in the office of the county recorder.

2. A state bank which has issued its shares, whether or not it has received an authorization to do business, but which has not commenced any business for which an authorization is required, may propose to dissolve by the affirmative vote of the holders of at least three-fourths of the shares entitled to vote thereon. After obtaining the approval of the superintendent to dissolve under this section the state bank shall deliver to the superintendent articles of dissolution which shall be executed by two duly authorized officers and which shall contain the date of incorporation, a statement that it has not transacted any business for which an authorization to do business is required, a statement that all liabilities of the state bank have been paid or provided for, a statement that all amounts received on account of capital, surplus and undivided profits, less any part thereof disbursed for necessary expenses, have been returned to the persons entitled thereto, and the number of shares entitled to vote on the dissolution and the number of shares voted for or against it respectively. If the superintendent finds that the articles of dissolution satisfy the requirements of this chapter, the superintendent shall deliver them to the secretary of state, with the superintendent's written approval, and notify the state bank of the action.

Section History: Early form

[C97, § 1857; S13, § 1857; C24, 27, 31, 35, 39, § 9277; C46, 50, 54, 58, 62, 66, § 528.76; C71, 73, 75, 77, 79, 81, § 524.1301]

Section History: Recent form

90 Acts, ch 1205, §40


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