§ 13-12-123 — Voluntary dissolution of special purpose depository institution; liquidation; reorganization; application for dissolution; filing fee; filing with the secretary of state; revocation of charter

(a) A special purpose depository institution may
voluntarily dissolve in accordance with the provisions of this
section. Voluntary dissolution shall be accomplished by either
liquidating the special purpose depository institution or
reorganizing the institution into an appropriate business entity
that does not engage in any activity authorized only for a
special purpose depository institution. Upon complete
liquidation or completion of the reorganization, the
commissioner shall revoke the charter of the special purpose
depository institution and afterward, the company shall not use
the word "special purpose depository institution" or "bank" in
its business name or in connection with its ongoing business.
(b) The special purpose depository institution may
dissolve its charter either by liquidation or reorganization.
The board of directors shall file an application for dissolution
with the commissioner, accompanied by a filing fee established
by rule of the commissioner. The application shall include a
comprehensive plan for dissolution setting forth the proposed
disposition of all assets and liabilities, in reasonable detail
to effect a liquidation or reorganization, and any other plans
required by the commissioner. The plan of dissolution shall
provide for the discharge or assumption of all of the known and
unknown claims and liabilities of the special purpose depository
institution. Additionally, the application for dissolution shall
include other evidence, certifications, affidavits, documents or
information as the commissioner may require, including
demonstration of how assets and liabilities will be disposed,
the timetable for effecting disposition of the assets and
liabilities and a proposal of the special purpose depository
institution for addressing any claims that are asserted after
dissolution has been completed. The commissioner shall examine
the application for compliance with this section, the business
entity laws applicable to the required type of dissolution and
applicable rules. The commissioner may conduct a special
examination of the special purpose depository institution,
consistent with W.S. 13-12-119(c), for purposes of evaluating
the application.
(c) If the commissioner finds that the application is
incomplete, the commissioner shall return it for completion not
later than sixty (60) days after it is filed. If the application
is found to be complete by the commissioner, the commissioner
shall approve or disapprove the application not later than
thirty (30) days after it is filed. If the commissioner approves
the application, the special purpose depository institution may
proceed with the dissolution pursuant to the plan outlined in
the application, subject to any further conditions the
commissioner may prescribe. If the special purpose depository
institution subsequently determines that the plan of dissolution
needs to be amended to complete the dissolution, it shall file
an amended plan with the commissioner and obtain approval to
proceed under the amended plan. If the commissioner does not
approve the application or amended plan, the special purpose
depository institution may appeal the decision to the board
pursuant to the Wyoming Administrative Procedure Act.
(d) Upon completion of all actions required under the plan
of dissolution and satisfaction of all conditions prescribed by
the commissioner, the special purpose depository institution
shall submit a written report of its actions to the
commissioner. The report shall contain a certification made
under oath that the report is true and correct. Following
receipt of the report, the commissioner, no later than sixty
(60) days after the filing of the report, shall examine the
special purpose depository institution to determine whether the
commissioner is satisfied that all required actions have been
taken in accordance with the plan of dissolution and any
conditions prescribed by the commissioner. If all requirements
and conditions have been met, the commissioner shall, within
thirty (30) days of the examination, notify the special purpose
depository institution in writing that the dissolution has been
completed and issue a certificate of dissolution.
(e) Upon receiving a certificate of dissolution, the
special purpose depository institution shall surrender its
charter to the commissioner. The special purpose depository
institution shall then file articles of dissolution and other
documents required by W.S. 17-16-1401 through 17-16-1440 for a
corporation with the secretary of state. In the case of
reorganization, the special purpose depository institution shall
file the documents required by the secretary of state to
finalize the reorganization.
(f) If the commissioner determines that all required
actions under the plan for dissolution, or as otherwise required
by the commissioner, have not been completed, the commissioner
shall notify the special purpose depository institution, not
later than thirty (30) days after this determination, in writing
what additional actions shall be taken in order for the
institution to be eligible for a certificate of dissolution. The
commissioner shall establish a reasonable deadline for the
submission of evidence that additional actions have been taken
and the commissioner may extend any deadline upon good cause. If
the special purpose depository institution 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 commissioner, the
commissioner shall notify the special purpose depository
institution in writing that its voluntary dissolution is not
approved, and the institution may appeal the decision to the
board pursuant to the Wyoming Administrative Procedure Act.