A creditor of a liquidating bank has the right to enforce the individual double liability of shareholders for debts of the bank by filing in the proper United States court a bill in equity in the nature of a creditor's bill against the shareholders. Any share holder who is dissatisfied with the way in which the liquidation is conducted has the right to go into court and ask the appointment of a receiver, just as a shareholder of any state corporation.
When the charter of a national bank has expired or is about to expire and the bank has failed to secure an extension, it proceeds to liquidation in the same manner as if the shareholders had voted to go into liquidation, and the franchise is extended for the sole purpose of liquidating. It is always best to call a meeting of the shareholders at that time to determine what action is deemed advisable for closing the bank's affairs. The fact that the charter has been permitted to expire should be certified to the Comp troller, and notice of expiration of its corporate existence must be published for two months in New York City and locally. The affairs of the bank are then liquidated in the same manner as if the shareholders had voted voluntary liquidation.
Conversion of a National Bank into a State Bank If a national bank has authority to dissolve it may incorporate under state law. The dissolution is carried out under the national law. Consent in writing of the holders of two-thirds of the capital stock must be obtained in order to make the dissolution effective. A majority of the directors must subscribe and acknowledge an organization certificate. The stockholders' consent and resolu tion must fix the date when the dissolution as a national bank becomes effective, and they must be filed with the Superintendent of Banks of the state (using New York as an example) before the date of dissolution in order that he may make the required in vestigation. If all details are complied with and the investigation results favorably, the Superintendent of Banks indorses the or ganization certificate. As soon as the capital stock has been paid, the required securities deposited with the Superintendent, and the authorization certificate issued, the corporate existence of the state bank begins.