§ 13-5-419 — Voluntary dissolution of supervised trust company; liquidation; reorganization; application for dissolution; filing fee; filing with secretary of state; revocation of charter

(a) A supervised trust company may voluntarily dissolve in
the manner provided herein. Voluntary dissolution shall be
accomplished by either liquidating the supervised trust company
or reorganizing the supervised trust company into a domestic or
foreign corporation, limited liability company, limited
partnership or limited liability partnership that does not
engage in trust company business. Upon complete liquidation or
completion of the reorganization, the commissioner shall revoke
the supervised trust company's charter and thereafter the
company may not use the word "trust" in its business name or in
connection with its business and may not conduct trust company
business.
(b) A supervised trust company seeking to dissolve its
charter either by liquidation or reorganization shall file an
application for dissolution with the commissioner accompanied by
a filing fee established by rule and regulation 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. The plan of dissolution shall
provide for the discharge or assumption of all of the supervised
trust company's known and unknown claims and liabilities and for
the transfer of all of its responsibilities as a trustee to a
successor trustee or trustees. Additionally, the application for
dissolution shall include other evidence, certifications,
affidavits, documents or information as the commissioner may
require demonstrating how assets and liabilities will be
disposed, the timetable for effecting disposition of the assets
and liabilities and the applicant's proposal for addressing any
claims that are asserted after the dissolution has been
completed. The commissioner shall examine the application for
completeness and compliance with the requirements of this
section, the business entity laws applicable to the required
type of dissolution and applicable rules and regulations. The
commissioner may conduct a special examination of the applicant
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, not later than
thirty (30) days after it is filed, the commissioner shall
approve or disapprove the application. If the commissioner
approves the application, the applicant may proceed with the
dissolution pursuant to the plan outlined in the application,
subject to any conditions the commissioner may prescribe. If the
applicant 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 applicant 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 applicant 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 supervised trust company 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 notify the
applicant in writing that the dissolution has been completed and
issue a certificate of dissolution. Upon receiving a certificate
of dissolution, the applicant shall surrender its charter to the
commissioner. The applicant shall then file articles of
dissolution and other documents required by W.S. 17-16-1401
through 17-16-1440 for a corporation or required by W.S. 17-29-
701 through 17-29-708 for a limited liability company, in the
office of the secretary of state. In the case of reorganization,
the applicant shall also file the documents required by the
secretary of state to finalize the reorganization.
(e) If the commissioner is not satisfied that all required
actions under the plan for dissolution or as required by the
commissioner have been taken, the commissioner shall notify the
applicant not later than thirty (30) days after the examination
pursuant to subsection (d) of this section in writing what
additional actions shall be taken to be eligible for a
certificate of dissolution. The commissioner shall establish a
reasonable deadline for the submission of evidence that the
additional actions have been taken. The commissioner may extend
the deadline for good cause shown. If the applicant 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 applicant in writing that its
voluntary dissolution is not approved, and the applicant may
appeal the decision to the board pursuant to the Wyoming
Administrative Procedure Act.
(f) The commissioner may adopt rules pursuant to W.S. 13-
1-603 to carry out the requirements of this section.