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e-CFR
Data is current as of October 16, 2008

Title 12:
Banks and Banking
PART 546—FEDERAL MUTUAL SAVINGS ASSOCIATIONS—MERGER,
DISSOLUTION, REORGANIZATION, AND CONVERSION

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§ 546.4   Voluntary dissolution.

A Federal savings association's board of directors may propose a plan
for dissolution of the association. The plan may provide for either:

(a) Appointment of the Federal Deposit Insurance Corporation (under
section 5 of the Act and section 11 of the Federal Deposit Insurance Act,
as amended or section 21A of the Federal Home Loan Bank Act, as amended)
as receiver for the purpose of liquidation;

(b) Transfer of all the association's assets to another association or
home-financing institutions under Federal or State charter either for cash
sufficient to pay all obligations of the association and retire all
outstanding accounts or in exchange for that association's payment of all
the association's outstanding obligations and issuance of share accounts
or other evidence of interest to the association's members on a pro
rata basis; or

(c) Dissolution in a manner proposed by the directors which they
consider best for all concerned.

The plan, and a statement of reasons for proposing dissolution and for
proposing the plan, shall be submitted to the OTS for approval. The OTS
will approve the plan if the OTS believes dissolution is advisable and the
plan best for all concerned, but if the OTS considers the plan
inadvisable, the OTS may either make recommendations to the association
concerning the plan or disapprove it. When the plan is approved by the
association's board of directors and by the OTS, it shall be submitted to
the association's members at a duly called meeting and, when approved by a
majority of votes cast at that meeting, shall become effective. After
dissolution in accordance with the plan, a certificate evidencing
dissolution, supported by such evidence as the OTS may require, shall
immediately be filed with the OTS. When the OTS receives such evidence
satisfactory to the OTS, it will terminate the corporate existence of the
dissolved association and the association's charter shall thereby be
canceled. A Federal savings association is not required to obtain approval
under this section where the Federal savings association transfers all of
its assets and liabilities to a bank in a transaction that is subject to
§563.22(b) of this chapter.

[54 FR 49517, Nov. 30, 1989, as amended at 55 FR 13512, Apr. 11, 1990;
57 FR 14342, Apr. 20, 1992; 59 FR 44623, Aug. 30, 1994; 70 FR 76675, Dec.
28, 2005]

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