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section 5221, affidavits of the publishers to that effect should be sent to the Comptroller of the Currency, together with a slip containing notice from one issue of each paper.

The form of notice follows:
The
National

Bank
located at

in the State of is closing its affairs. All note holders and other creditors of the association are therefore hereby notified to present the notes and other claims for payment.

President or Cashier. Dated,

19

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107. LIQUIDATING AGENT—APPOINTMENT AND POWERS. When a national bank has been placed in voluntary liquidation the settlement of its affairs devolves by law upon its shareholders.

The national-bank act contains no provision stating the specific manner in which the affairs of a national bank shall be liquidated, and no reference is made in the law to the appointment of an agent or trustee in liquidation, except when a national bank has been placed in the hands of a receiver and the claims of all creditors other than shareholders have been satisfied.

Quite frequently the shareholders in voting to place the bank in liquidation, also appoint a liquidating agent or committee, whose powers are not always clearly defined.

The United States Circuit Court of Appeals has held (Jewett v. United States, 100 Fed. Rep., 832) that while no such office as an agent in liquidation was known to the statutes, yet it was one that has long been recognized as permitted by law.

Questions have been raised as to the extent of the authority of the liquidating agent or committee and whether the appointment of such agent or committee divests the directors of their general power and control over the management of the bank.

Judge Lacombe, of the United States Circuit Court for the Southern District of New York, held in 1899, in the case of the liquidation of the Franklin National Bank of New York, that the vote to liquidate and the appointment of a committee by the shareholders to liquidate the bank did not divest the directors of their general power and control over the management of the bank. This case, however, has

never been officially reported. In recent years this office has submitted to banks proposing to liquidate a form of resolution which, after providing for the appointment of a liquidating committee, provides that liquidation shall be conducted in accordance with the laws of the State and under the general supervision of the board of directors. This form of resolution also provides that the liquidating agent or committee shall render quarterly reports to the Comptroller during the progress of liquidation.

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108. FORMS OF REPORTS TO BE RENDERED BY LIQUIDATING AGENTS. (Form of first report required to be submitted by the liquidating agent or committee of a national bank in liquidation, showing assets and liabilities on the day prior to which

transfer was made; assets transferred to and liabilities assumed by the succeeding bank (if the assets were transferred to and the liabilities assumed by any other bank); assets
transferred to the liquidating agent or committee and liabilities remaining unsatisfied on that date.)

Charter No.
Report of the condition of the National Bank of liquidating, and the business of which is to be acquired by the Bank of

at the close of business on the day of 191—.

1. Loans and discounts.
2. Overdrafts.
3. United States bonds to secure circulation
4. Other United States bonds.
5. Premium on United States bonds
6. Bonds securities, etc., including premium on same.
7. Net amount invested in stock of Federal reserve bank
8. Banking house, furniture, and fixtures.
9. Other real estate owned
10. Due from Federal reserve bank.
11. Due from national banks.
12. Due from State banks and bankers.
13. Checks and other cash items..
14. Total cash on hand..
15. Five per cent redemption fund.
16. Due from United States Treasurer.
17. Due from....
- 18. Due from........

1. Capital stock paid in.
2. Surplus fund.
3. Undivided profits.
4. Reserve for taxes, etc.
5. Circulation account..
6. Due to Federal reserve bank.
7. Due to national banks.
8. Due to State banks and bankers.
9. Individual deposits.
10. Cashiers' and certified checks.
11. Certificates of deposit..
12. United States deposits.
13. Postal savings deposits.
14. Rediscounts with Federal reserve bank.
15. Rediscounts and bills payable.
16. Liabilities other than those above stated

, liquidating, this day of 191 We, the undersigned, being a majority of the liquidating committee, certify the above to be a true statement of the

National Bank

of

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(Form of quarterly report required to be submitted showing progress made by the liquidating agent or committee in converting the assets into cash, satisfying the liabilities of the

association, and the payment of liquidating dividends to shareholders for the quarters ending Mar. 31, June 30, Sept. 30, and Dec. 31.)

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National Bank of

located at

for the quarter ending

191-,

Charter No.

Report of liquidating

- of the

Assets.

Losses

on assets
On hand

Collec

compro- | Balance
begin- tions mised, on hand
ning of during sold, or end of
quarter. quarter. charged- quarter.

off during
quarter.

1. Loans and discounts.
2. Overdrafts.
3. United States bonds..
4. Other bonds..
5. Banking house, furniture, and fixtures.
6. Other real estate
7. Stocks, securities, judgments, etc
8. Due from.
9. Collected from interest.
10. Collected from rent.
11. Collected from charged-off assets.
12. Checks and other cash items.
13. Five per cent redemption fund.
14. Other assets (not cash)..
15. Cash on hand.

1. Capital stock
2. Surplus.
3. Undivided proflts.
4. Circulation outstanding.
5. Individual deposits.,
6. Certificates of deposit.
7. Cashiers' checks.
8. Due to.
9. Due to..
10. Due to.
11. Rediscounts and bills payable.
12. Other liabilities

Totals.

Total liquidating dividends paid to date, $

per cent,

Receipts and disbursements for quarter ending

1914,

Disbursements.

1. Paid depositors..
2. Paid to.
3. Paid to..
4. Paid to..
5. Paid shareholders:

Per cent dividend on capital stock.

Per cent dividend on capital stock. 6. Cash on hand at end of quarter

Receipts.

1. Cash on hand at beginning of quarter.
2. Collected on loans and discounts.
3. Collected from charged-off assets.
4. Collected from..
5. Collected from.
6. Collected from..
7. Collected from..
8. Collected from..

Total.

Total.

I certify the above to be correct.
Dated

1914

Liquidating Agent.

After a national bank has gone into liquidation the officers have no authority to bind the shareholders by the transaction of any business except that necessarily involved in the winding up of its affairs unless such authority has been expressly conferred by the shareholders. (Schrader v. Manufacturers National Bank, 133 U. S., 67; Richmond v. Irons, 121 U. S., 27.)

While the matter does not appear to be provided for by law, it would seem advisable in all cases to have the liquidating agent or committee secure the authority of the board of directors before disposing of real estate or other assets of the bank.

109. ELECTION OF OFFICERS DURING LIQUIDATION.

A national bank that has voted to go into liquidation may continue to elect officers and directors for the purpose of effecting liquidation, but after the expiration of the term of its charter the stock is not transferable so as to give the transferee the right to share in the election of directors, and such transferee not being a shareholder is ineligible as a director under section 5145, United States Revised Statutes. (Richards v. Attleboro National Bank, 148 Mass., 187; 3 N. B. C., 495.)

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110. LIQUIDATION AT EXPIRATION OF CHARTER.

Section 7 of the act of July 12, 1882, provides that national banking associations, the corporate existence of which has expired or shall hereafter expire, and which do not avail themselves of the provisions of this act, shall be required to comply with the provisions of sections 5221 and 5222 in the same manner as if the shareholders had voted to

go into liquidation, as provided in section 5220; and the provisions of sections 5224 and 5225 shall also be applicable to such associations, except as modified by this act; and the franchise of such associations is extended for the sole purpose of liquidating their affairs until such affairs are finally closed.

While, under the act, no meeting of shareholders is necessary for the purpose of voting on the question of expiration of charter (the corporate existence expiring by limitation, if not extended as provided by law), it would seem advisable to call the shareholders to gether before date of expiration of charter, for exchange of views and the taking of such action as may be deemed necessary with regard to closing the affairs of the bank after the charter has expired.

After the charter of a bank is permitted to expire, the president or cashier should execute and forward to the Comptroller of the Currency certificate to that effect, in the following form:

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