Missouri Revised Statutes

Chapter 361
Division of Finance and Powers of Director of Finance

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Definitions, chapters 361, 362, and 369.

361.005. As used in chapter 362 and chapter 369 and this chapter, unless the context clearly indicates otherwise, the following terms mean:

(1) "Foreign bank", the meaning set forth in section 1(b) of the International Banking Act of 1978, 12 U.S.C. 310(b);

(2) "Home state":

(a) In the case of a national bank, the state in which the main office of the bank is located; and

(b) In the case of a state bank, the state by which the bank is chartered;

(3) "Host state", a state in which a bank establishes a branch other than the home state of the bank;

(4) "Out-of-state bank", any bank, including a foreign bank, the home state of which is a state other than Missouri.

(L. 1995 H.B. 63, et al.)

Division of finance created--location of office--transfer of division.

361.010. 1. There is hereby created a "State Division of Finance", which shall be under the management and control of a chief officer who shall be called the "Director of Finance".

2. The director of finance shall maintain his or her office at the City of Jefferson, reside in the state of Missouri, and shall devote all of his or her time to the duties of his or her office. The division of facilities management, design and construction is hereby required to provide the director of finance and the state division of finance with suitable rooms.

3. The division of finance with all of its powers, duties, and functions is assigned by type III transfer under the authority of the Omnibus State Reorganization Act of 1974 and executive order 06-04 to the department of insurance, financial institutions and professional registration. All of the general provisions, definitions, and powers enumerated in section 1 of the Omnibus State Reorganization Act of 1974 and executive order 06-04 shall apply to this department and its divisions, agencies, and personnel.

4. Wherever the laws, rules, or regulations of this state make reference to the "division of finance of the department of economic development" or to the "division of finance", such references shall be deemed to refer to the division of finance of the department of insurance, financial institutions and professional registration.

(RSMo 1939 § 7876, A.L. 1967 p. 445, A.L. 1981 S.B. 28, A.L. 1982 S.B. 487 Revision, A.L. 2008 S.B. 788, A.L. 2014 H.B. 1299 Revision)

Prior revisions: 1929 § 5282; 1919 § 11673; 1909 § 1073

Powers of division.

361.020. 1. The division of finance shall have charge of the execution of the laws relating to banks, trust companies, and the banking business of this state; credit unions; and of the laws relating to persons, copartnerships and corporations engaged in the small loan business in this state.

2. The director of finance may institute, in the name of the state of Missouri, and defend suits in the courts of this state and the United States.

(RSMo 1939 § 7879, A.L. 1961 p. 463)

Prior revision: 1929 § 5285

Seal--recording of documents.

361.030. 1. The director of finance shall devise and provide a seal for the division of finance which shall continue to be the seal of the division. The description of the seal, with an impression thereof, shall be filed in the office of the secretary of state.

2. Every paper executed by the director of finance in pursuance of any authority conferred on him by law and sealed with the seal of the division of finance shall be received in evidence and may be recorded in the proper recording offices in the same manner and with the same effect as a deed regularly acknowledged.

(RSMo 1939 § 7880)

Prior revisions: 1929 § 5286; 1919 § 11677; 1909 § 1077

Director--appointment--term of office.

361.040. The director of finance shall be appointed by the governor, by and with the advice and consent of the senate, and shall hold his office at the pleasure of the governor.

(RSMo 1939 § 7877, A.L. 1967 p. 445)

Prior revisions: 1929 § 5283; 1919 § 11674; 1909 § 1074

CROSS REFERENCE:

The director of the division of finance shall be nominated by the director of the department of economic development and appointed by the governor with the advice and consent of the senate, 620.010

Director--qualifications.

361.050. No person shall be eligible for the office of director of finance, unless he shall first have had at least five years' actual practical experience in a general banking business, or shall have served for a like period of time in the division having charge of banks and banking in this or some other state of the United States, or shall have served for a like period of time in a federal agency having supervisory authority over banks, trust companies or national banking associations.

(RSMo 1939 § 7878, A.L. 1967 p. 445)

Prior revisions: 1929 § 5284; 1919 § 11674; 1909 § 1074

Deputy director--appointment--qualifications--duties.

361.060. 1. The director of finance, with the approval of the governor, shall appoint a deputy director of finance and such examiners, assistant examiners and other assistants as, subject to the approval of the governor, he shall deem necessary to properly discharge the duties of the division of finance.

2. The deputy director shall possess the qualifications required for the director of finance.

3. All employees of the division of finance shall perform such duties as shall be required of them by the director of finance, shall devote all of their time to their official duties, and shall hold their offices during and at the pleasure of the director of finance.

(RSMo 1939 § 7881, A.L. 1947 V. I p. 308, A.L. 1951 p. 283, A.L. 1967 p. 445, A.L. 2005 H.B. 707)

Prior revisions: 1929 § 5287; 1919 § 11674; 1909 § 1074

Director and employees--oath--bond--prohibited acts--professionalconduct policy--powers of director.

361.070. 1. The director of finance and all employees of the division of finance, which term shall, for purposes of this section and section 361.080, include special agents, shall, before entering upon the discharge of their duties, take the oath of office prescribed by the constitution, and, in addition, take an oath that they will not reveal the conditions or affairs of any financial institution or any facts pertaining to the same, that may come to their knowledge by virtue of their official positions, unless required by law to do so in the discharge of the duties of their offices or when testifying in any court proceeding. For purposes of this section and section 361.080, "financial institution" shall mean any entity subject to chartering, licensing, or regulation by the division of finance.

2. The director of finance and all employees of the division of finance shall further execute to the state of Missouri good and sufficient bonds with corporate surety, to be approved by the governor and attorney general, conditioned that they will faithfully and impartially discharge the duties of their offices, and pay over to the persons entitled by law to receive it, all money coming into their hands by virtue of their offices. The principal amount of bond applicable to each employee shall be determined by the state banking and savings and loan board. The bond, after approval by the governor and attorney general, shall be filed with the secretary of state for safekeeping. The bond premiums, not to exceed one percent on the amount thereof, shall be paid out of the state treasury in the same manner as other expenses of the division.

3. Neither the director of finance nor any employees of the division of finance who participate in the examination of any bank or trust company, or who may be called upon to make any official decision or determination affecting the operation of any bank or trust company, other than the members of the state banking and savings and loan board who are required to have experience managing a bank or association as defined in chapter 369, shall be an officer, director, attorney, owner, or holder of stock in any bank or trust company or any bank holding company as that term is defined in section 362.910, nor shall they receive, directly or indirectly, any payment or gratuity from any such organization, nor engage in the negotiation of loans for others with any state bank or trust company, nor be indebted to any state bank or trust company.

4. The director of the division of finance shall establish an internal policy to ensure the professional conduct of employees of the division of finance who participate in the examination of any person or entity under the jurisdiction of the director of the division of finance, or who may be called upon to make any official decision or determination affecting the operation of any person or entity under the jurisdiction of the director of the division of finance. The policy shall address such matters deemed appropriate by the director of the division of finance, including, but not limited to, procedures to address and mitigate the conflict of interest presented by offers of employment or negotiations regarding employment between an employee of the division and any person or entity under the jurisdiction of the director of the division of finance.

5. The director of finance, in connection with any examination or investigation of any person, company, or event, shall have the authority to compel the production of documents, in whatever form they may exist, and shall have the authority to compel the attendance of and administer oaths to any person having knowledge of any issue involved with the examination or investigation. The director may seek judicial enforcement of an administrative subpoena by application to the appropriate court. An administrative subpoena shall be subject to the same defenses or subject to a protective order or conditions as provided and deemed appropriate by the court in accordance with the Missouri supreme court rules.

(RSMo 1939 § 7882, A. 1949 H.B. 2084, A.L. 1967 p. 445, A.L. 1988 H.B. 1204, A.L. 2005 H.B. 707, A.L. 2011 H.B. 464, A.L. 2012 H.B. 1400, A.L. 2012 H.B. 1400)

Prior revisions: 1929 § 5288; 1919 § 11675; 1909 § 1075

Effective 7-10-12

Confidential information--exceptions--penalty for disclosure.

361.080. 1. To ensure the integrity of the examination process, the director of finance and all employees of the division of finance shall be bound under oath to keep secret all facts and information obtained in the course of all examinations and investigations subject only to the exceptions set out below. When disclosure is necessary or required under this subsection, the director may set conditions and limitations including an agreement of confidentiality or seek a judicial protective order under subsection 2 of this section. The exceptions allowing disclosure are as follows:

(1) To the extent that the public duty of the director requires the director to report information to another government official or agency or take administrative or judicial enforcement action regarding the affairs of a financial institution;

(2) When called as a witness in a court proceeding relating to such financial institution's safety and soundness or in any criminal proceeding;

(3) When reporting on the condition of the financial institution to the officers and directors of the financial institution or to a holding company which owns the financial institution;

(4) When reporting findings to a complainant, provided the disclosure is limited to such complainant's account information;

(5) When exchanging information with any agency which regulates financial institutions under federal law or the laws of any state when the director of finance determines that the sharing of information is necessary for the proper performance by the director of finance and the other agencies, that such information will remain confidential as though subject to section 361.070 and this section and that said agencies routinely share information with the division of finance;

(6) When authorized by the financial institution's board of directors to provide the information to anyone else; or

(7) When undergoing a state audit, provided that the director of finance has entered an agreement of confidentiality with the state auditor. The agreement of confidentiality shall include provisions for the redaction of records to remove protected information from disclosure. The redaction of information shall be required when it is comprised of nonpublic personal or proprietary commercial and financial information, trade secrets, information the disclosure of which could prejudice the effective performance or security of the division of finance including component CAMELS ratings or other sensitive findings, or information that is protected under any recognized privilege, such as attorney-client privilege or work product. Protected information shall also be identifying bank information including anything that could be matched with public information to discern the identity of a financial institution under the jurisdiction of the division of finance or of individual persons or business entities served by such financial institutions. When confidential or protected information relating to a particular financial institution under the division's jurisdiction is requested, the director of the division of finance shall provide notice to that institution at least thirty days prior to production, and shall provide the institution a copy of the proposed agreement of confidentiality. The affected institution may submit comments to the director regarding the agreement or the production and may seek review of the decision to produce the information or of the confidentiality agreement, or both, under the provisions of section 536.150. The director of the division of finance may forego the notice to a financial institution under this subsection when the notice would compromise an investigation by any agency with criminal prosecutorial powers.

2. In all other circumstances, facts and information obtained by the director of finance and the employees of the division of finance through examinations or investigations shall be held in confidence absent a court's finding of compelling reasons for disclosure. Such finding shall demonstrate that the need for the information sought outweighs the public interest in free and open communications during the examination or investigation process. To assure a meaningful hearing, any financial institution that is not already a party to the judicial proceeding and whose information is the subject of a records request or subpoena shall be joined or notified and permitted to intervene in the hearing and to participate regarding the production request or subpoena. In no event shall a financial institution, or any officer, director, or employee thereof, be charged with libel, slander, or defamation for any good faith communications with the director of finance or any employees of the division of finance.

3. If the director or any employees of the division of finance disclose the name of any debtor of any financial institution or disclose any facts obtained in the course of any examination or investigation of any financial institution, except as herein provided, the disclosing party shall be deemed guilty of a misdemeanor and upon conviction shall be subject to forfeiture of office and the payment of a fine not to exceed one thousand dollars.

(RSMo 1939 § 7885, A.L. 1967 p. 445, A.L. 1980 S.B. 700, A.L. 1990 H.B. 1456, A.L. 1998 S.B. 852 & 913, A.L. 2005 H.B. 707, A.L. 2012 H.B. 1400)

Prior revisions: 1929 § 5291; 1919 § 11679; 1909 § 1079

Effective 7-10-12

CROSS REFERENCE:

Bank tax, director of finance to furnish director of revenue reports filed by banking institutions, 148.100

Compensation and travel expenses, how paid.

361.090. Salaries of employees of the division of finance shall be paid out of the state treasury as provided by law. The actual and necessary traveling and other divisional or office expenses of the director of finance, the deputy director of finance, the other assistants herein provided for, examiners and other appointees of the director of finance, provided by law, shall be paid out of the state treasury as provided by law.

(RSMo 1939 § 7883, A.L. 1943 p. 1003, A.L. 1947 V. I p. 308, A. 1949 H.B. 2084, A.L. 1951 p. 283, A.L. 1955 p. 262, A.L. 1957 p. 238, A.L. 1959 H.B. 322, A.L. 1963 p. 447, A.L. 1967 p. 445, A.L. 1980 H.B. 1266)

Prior revisions: 1929 § 5289; 1919 § 11676; 1909 § 1076

State banking and savings and loan board created.

361.092. There is hereby created a "State Banking and Savings and Loan Board" which shall have such powers and duties as are conferred upon it by law. The state banking and savings and loan board with all of its powers, duties, and functions is assigned by type III transfer under the authority of the Omnibus State Reorganization Act of 1974 to the department of insurance, financial institutions and professional registration.

(L. 1955 p. 263 § 1, A.L. 1967 p. 445, A.L. 2008 S.B. 788, A.L. 2011 H.B. 464)

Board to advise and recommend.

361.093. The state banking and savings and loan board shall advise the director of finance as to the proper administration of his office and the banking laws of this state and make recommendations to the general assembly as to changes in these laws.

(L. 1955 p. 263 § 7, A.L. 1967 p. 445, A.L. 2011 H.B. 464)

Board to determine appeals--procedure--hearing officer authorized.

361.094. 1. The state banking and savings and loan board shall with reasonable promptness hear and by order determine all appeals permitted by law from refusals of the director of finance to grant certificates of incorporation to the proposed incorporators of banks, from refusals of the director of finance to issue certificates permitting changes in the articles of agreement of banks to provide for the relocation of these banks in other communities, from refusals of the director of finance to grant certificates of incorporation to the proposed incorporators of trust companies, and from refusals of the director of finance to issue certificates permitting changes in the articles of agreement of trust companies to provide for the relocation of these trust companies in other communities.

2. The state banking and savings and loan board shall hear and by order determine an appeal from the action of the director granting the incorporation or relocation of a bank or trust company upon application filed within ten days after the director's action by a bank, trust company, national banking association or other persons claiming to be adversely affected thereby. The application shall state the grounds upon which it is alleged that the action of the director should be stayed, reversed or altered. In reviewing an application for appeal, the board shall have access to all of the records and information used by the director in making his decision. A decision shall be rendered on the appeal within ninety days from the date of the application for appeal.

3. The board shall establish such rules as may be necessary to give effect to the provisions of this section. The rules may provide that the board or the chairman of the board may delegate responsibility for the conduct of investigations and the hearing of appeals provided under any section of this law to a member of the board or to a hearing officer designated by the board. Such hearing officer shall have the power to administer oaths, subpoena witnesses, compel the production of records pertinent to any hearing, and take any action in connection with such hearing which the board itself is authorized to take by law other than making the final decision and appropriate order. When the hearing has been completed, the individual board member or the hearing officer who conducted the hearing shall prepare a summary thereof and recommend a findings of fact, conclusions of law, decision and appropriate order for approval of the board. The board may adopt such recommendations in whole or in part, require the production of additional testimony, reassign the case for rehearing, or may itself conduct such new or additional hearing as is deemed necessary prior to rendering a final decision.

(L. 1955 p. 263 § 4, A.L. 1967 p. 445, A.L. 1978 H.B. 1057, A.L. 2011 H.B. 464)

Procedure on appeals--costs--parties--judicial review.

361.095. 1. The state banking and savings and loan board shall make rules and regulations, consistent with applicable law, for the proceedings in connection with the appeals provided for in section 361.094. No rule or portion of a rule promulgated under the authority of this chapter shall become effective unless it has been promulgated pursuant to the provisions of section 536.024.

2. The costs of the appeal shall be assessed against the losing party, and the board may require the deposit of a reasonable sum for the payment of costs at the time the appeal is brought.

3. At any hearing provided for in section 361.094 the director of the division of finance shall be deemed a party, and any person claiming to be adversely affected and any bank, trust company or national banking association located in the city or town and county in which the proposed bank or trust company is to be located upon incorporation or relocation may intervene.

4. The director of the division of finance shall act in accordance with any order of the state banking and savings and loan board made pursuant to section 361.094, but the order of the board shall be subject to judicial review as provided by law. Whether or not any review shall operate as a stay of the board's order shall be determined by the board.

(L. 1955 p. 263 § 5, A.L. 1967 p. 445, A.L. 1980 H.B. 1071, A.L. 1995 S.B. 3, A.L. 2011 H.B. 464)

Board may subpoena witnesses at hearings--oaths--enforcement ofsubpoena or testimony.

361.096. 1. At any hearing provided for in section 361.094, the state banking and savings and loan board, or any member thereof, shall have power to administer oaths.

2. In connection with any such hearing, the board, or any member thereof, shall issue subpoenas and subpoenas duces tecum on the board's own motion or at the request of any intervenor or other party, which subpoenas or subpoenas duces tecum shall extend to all parts of the state and shall be signed by the secretary of the board or by any other member thereof. The board shall have power, on motion after due notice, for good cause to quash or modify any subpoena or subpoena duces tecum on the grounds that the same is unduly burdensome, unreasonable or oppressive. Subpoenas and subpoenas duces tecum may be served as in the case of subpoenas in civil actions in the circuit court and each witness who shall appear before the board in obedience to a subpoena or subpoena duces tecum shall receive for his attendance the fees and mileage provided for witnesses in civil actions in the circuit court, which shall be paid by the party at whose instance such subpoena or subpoena duces tecum was issued. In case of refusal of a witness to obey any such subpoena or subpoena duces tecum, or to testify when lawfully required to do so, the board may apply to a judge of the circuit court of the county of the hearing or of any county where the witness resides or may be found, for an order upon such witness to show cause why such subpoena or subpoena duces tecum should not be enforced, or the witness required to give such testimony, which said order and a copy of the application therefor shall be served upon the witness in the same manner as a summons in a civil action, and if said circuit court shall, after a hearing, determine that the subpoena or subpoena duces tecum should be sustained and enforced, or that the witness should be required to give such testimony, said court shall make an order to enforce such subpoena or subpoena duces tecum, or compel such testimony and may enforce such order as in the case of a subpoena or subpoena duces tecum, or refusal to testify, in a civil action in the circuit court.

(L. 1955 p. 263 § 6, A.L. 2011 H.B. 464)

Board members, appointment, qualifications, terms.

361.097. 1. The state banking and savings and loan board shall consist of five members who shall be appointed by the governor, the senate concurring. No person shall be eligible for appointment unless he or she is a resident of this state. One member shall be an attorney at law and a member of the Missouri Bar in good standing. Two members shall each have had at least five years of active bank management experience in this state. One member shall have had at least five years of active management experience in this state of one or more associations as defined in chapter 369. One member shall be an individual who is not involved in the administration of a financial institution. Not more than three members of the board shall be members of the same political party.

2. The term of office of each member of the state banking and savings and loan board shall be six years. The board shall select its own chairman and secretary. The members of the state banking and savings and loan board shall hold office for the respective terms for which they are appointed and until their successors shall qualify. Vacancies on such board shall be filled by appointment for the unexpired term in the same manner as in the case of an original appointment.

(L. 1955 p. 263 § 2, A.L. 1967 p. 445, A.L. 2011 H.B. 464)

Board members, compensation--quorum of board--meetings--seal.

361.098. 1. The members of the state banking and savings and loan board shall receive as compensation for their services the sum of one hundred dollars per day while discharging their duties, and shall be entitled to receive their necessary traveling and other expenses incurred while actually engaged in the performance of their duties as such members.

2. A majority of the members of the board shall constitute a quorum for the transaction of any business, for the performance of any duty or for the exercise of any power of the board.

3. The board may meet and exercise its powers in any place in this state and shall meet at any time upon the call of its chairman or of the director of the division of finance or of any two members of the board.

4. The board shall have an official seal bearing the inscription, "State Banking and Savings and Loan Board of the State of Missouri", which shall be judicially noticed.

(L. 1955 p. 263 § 3, A.L. 1980 H.B. 1071, A.L. 2011 H.B. 464)

Deposits in state treasury.

361.100. 1. The state director of revenue shall deposit in the state treasury to the credit of the state division of finance fund:

(1) All fees for original incorporation or for increasing the capital of any corporation under the supervision of the finance director;

(2) All moneys received by him in payment of charges or assessments levied by the finance director against such corporations, or any penalties or forfeitures incurred by them, including all moneys recovered in actions brought by the attorney general under this chapter, except the forfeitures and penalties required by the constitution to be paid into the county public school fund of the several counties;

(3) All fees, perquisites, and money received by the division of finance or any salaried officer or employees for services rendered by the division or officer in an official capacity;

(4) All accrued interest upon the funds held by the finance director as trustee for the owners of unclaimed deposits, dividends, or interest. The director of finance shall pay such interest to the director of revenue annually on or before the close of the fiscal year.

2. All moneys credited to the division of finance fund shall be appropriated by the general assembly only for the division of finance in the exercise of its powers and duties as provided by statute and no other money shall be paid out of the state treasury for the purposes of the division.

(RSMo 1939 § 7889, A.L. 1947 V. I p. 305, A. 1949 H.B. 2084, A.L. 1967 p. 445)

Prior revisions: 1929 § 5295; 1919 § 11683

Director of finance authorized to issue rules with approval of statebanking and savings and loan board--rulemaking procedure.

361.105. 1. The director of finance, with the approval of the state banking and savings and loan board, shall have power to adopt, promulgate, amend and repeal rules and regulations necessary or desirable to carry out the duties assigned to the division by law relating to banks and trust companies and which are not inconsistent with the constitution or laws of this state. A copy of every rule and regulation shall be mailed to each bank and trust company, postage prepaid, at least fifteen days in advance of its effective date; except that the failure of a bank or trust company to receive a copy of a rule or regulation shall not exempt it from the duty of compliance with a rule or regulation lawfully promulgated hereunder. The director, in the exercise of the power to make rules and regulations hereunder, shall act in the interests of promoting and maintaining a sound banking system and sound trust companies, the security of deposits and depositors and other customers, the preservation of the liquid position of banks and in the interest of preventing injurious credit expansions and contractions.

2. No rule or portion of a rule promulgated under the authority of this chapter shall become effective unless it has been promulgated pursuant to the provisions of section 536.024.

(L. 1967 p. 445, A.L. 1993 S.B. 52, A.L. 1994 H.B. 1165, A.L. 1995 S.B. 3, A.L. 2011 H.B. 464)

Report of work of division, contents.

361.110. 1. The director shall keep in his office, in a place accessible to the general public, a bulletin board upon which he shall cause to be posted at noon on Friday, of each week, a detailed statement signed by him or, in case of his absence from the City of Jefferson or inability to act, by the deputy director in charge, giving the following items of general information with regard to the work of the division since the preceding statement:

(1) The name of every corporation whose articles of agreement have been filed for examination in the office of the director, its location and the date of filing of such articles of agreement;

(2) The name and location of every corporation authorized by the director to commence or continue business, its capital, surplus and the date of authorization;

(3) The name of every proposed corporation which a certificate of incorporation has been refused by the director and the date of notice of refusal;

(4) The name and location of every foreign corporation, whose authorization certificate or license has been revoked by the director and the date of such revocation;

(5) The name of every corporation that has applied to the director for permission to open a branch office, the date of such application and the location of the proposed branch;

(6) The name of every corporation that has been authorized by the director to open a branch office, the date of approval and the location of such branch office;

(7) The name and location of every corporation authorized by the director to increase or reduce its capital stock or permanent capital, the date of such authorization and the amount of the increase or reduction;

(8) The names and locations of all corporations that have merged pursuant to the provisions of this chapter and the dates of such mergers;

(9) The name and residence of every person appointed by the director as a deputy, examiner or employee in the banking department, the title of the office to which appointed, the compensation paid and the date of appointment;

(10) The date on which a call for a quarterly report by banks or trust companies was issued by the director and the day designated as the day with reference to which such report should be made;

(11) The name and location of every corporation of whose property and business the director shall have taken possession and the date of taking possession, and the name and residence of every person appointed by the director as a special deputy director;

(12) The name and location of every corporation which shall have been authorized by the director to resume business and the date of resumption;

(13) The name and location of every corporation whose creditors or depositors have been paid in full by the director and a meeting of whose stockholders shall have been called together with the date of notice of meeting and date of meeting;

(14) The name and location of every corporation subject to the provisions of this chapter whose affairs and business shall have been finally liquidated and the corporation dissolved.

2. Every such statement, after having been so posted for one week, shall be placed on file and kept in the office of the director. All such statements shall be public documents and at all reasonable times shall be open to public inspection.

(RSMo 1939 § 7937)

Prior revisions: 1929 § 5342; 1919 § 11725

Preservation of records--report to governor--destruction of records,when.

361.120. 1. The director of finance shall preserve all records, reports and papers of every kind pertaining to the division of finance for a period of ten years, and shall permanently preserve all records, reports and papers of a permanent value, including articles of association and all amendments thereto, and all articles of merger or consolidation and amendments thereto. The director of finance shall make a written report to the governor whenever required by the governor.

2. After having kept any records, reports, or papers referred to in this section for a period of ten years, the director may destroy or otherwise dispose of said records in the manner provided by law.

(RSMo 1939 § 7884, A. 1949 H.B. 2084, A.L. 1953 p. 246, A.L. 2015 S.B. 58)

Prior revisions: 1929 § 5290; 1919 § 11678; 1909 § 1078

Reports to director--information accepted in lieu of reports.

361.130. 1. The director shall require all financial institutions under his or her supervision to make regular periodic reports of their condition to him or her, and in addition the director may require special reports at such times as he or she may prescribe. The director shall prescribe the form and contents of all such reports. Such reports shall be verified and the director shall prescribe the form of verification.

2. The director, at least two times in each year, shall designate some day as of which every bank or trust company under the director's supervision shall report to him or her. The director shall serve a notice designating such day by delivering a copy thereof to some officer of such corporation at its place of business or by mail, postage prepaid, addressed to such corporation at its principal place of business.

3. In lieu of requiring direct filing of reports of condition, the director may obtain the information from data filed with federal regulatory agencies but may require verification and the filing of supplemental information as the director deems necessary.

(RSMo 1939 § 7896, A.L. 1949 p. 276, A.L. 1988 H.B. 1204, A.L. 2003 H.B. 221 merged with S.B. 346)

Prior revisions: 1929 § 5302; 1919 § 11690

Preparation of information for report of department of economicdevelopment.

361.140. 1. The director of finance shall prepare the following information to be included in the report of the director of the department of insurance, financial institutions and professional registration:

(1) A summary of the state and condition of every corporation required to report to him or her and from which reports have been received or obtained pursuant to subsection 3 of section 361.130 during the preceding two years, at the several dates to which such reports refer, with an abstract of the whole amount of capital reported by them, the whole amount of their debts and liabilities and the total amount of their resources, specifying in the case of banks and trust companies the amount of lawful money held by them at the time of their several reports, and such other information in relation to such corporations as, in his or her judgment, may be useful;

(2) A statement of all corporations authorized by him or her to do business during the previous biennium with their names and locations and the dates on which their respective certificates of incorporation were issued, particularly designating such as have commenced business during the biennium;

(3) A statement of the corporations whose business has been closed either voluntarily or involuntarily, during the biennium, with the amount of their resources and of their deposits and other liabilities as last reported by them and the amount of unclaimed and unpaid deposits, dividends and interest held by him or her on account of each;

(4) A statement of the amount of interest earned upon all unclaimed deposits, dividends and interest held by him or her pursuant to the requirements of this chapter;

(5) Any amendments to this chapter, which, in his or her judgment, may be desirable;

(6) The names and compensation of the deputies, clerks, examiners, special agents and other employees employed by him or her, and the whole amount of the receipts and expenditures of the division during each of the last two preceding fiscal years.

2. All such reports shall be printed at the expense of the state and paid for as other public printing.

(RSMo 1939 § 7938, A. 1949 H.B. 2084, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2008 S.B. 788)

Prior revisions: 1929 § 5343; 1919 § 11726

Acceptance of gifts or favors prohibited.

361.150. It shall be unlawful for any director, deputy, examiner, clerk or special agent to accept as presents or emoluments any pay or other valuable thing by way of gift, credit or otherwise, directly or indirectly, for the discharge of any act in the line of his official duty other than the remuneration fixed and accorded him by law.

(RSMo 1939 § 7887, A. 1949 H.B. 2084, A.L. 1967 p. 445)

Prior revisions: 1929 § 5293; 1919 § 11681; 1909 § 1090

Examination of banks and trust companies.

361.160. 1. The director of finance at least once each year, either personally or by a deputy or examiner appointed by the director, shall visit and examine every bank and trust company organized and doing business under the laws of this state, and every other corporation which is by law required to report to the director; except, for banks or trust companies receiving a Camel/MOECA 1 or Camel/MOECA 2 rating from the division of finance, the director of finance at least once each eighteen calendar months, or for a private trust company at least once each thirty-six months, either personally or by a deputy or examiner appointed by the director, shall visit and examine such bank or trust company, and the director of finance, at the director's discretion, may conduct the director's examination, or any part thereof, on the basis of information contained in examination reports of other states, the Federal Deposit Insurance Corporation or the Federal Reserve Board or in audits performed by certified public accountants. For purposes of this subsection, a private trust company is one that does not engage in trust company business with the general public or otherwise hold itself out as a trustee or fiduciary for hire by advertising, solicitation, or other means and instead operates for the primary benefit of a family, relative of same family, or single family lineage, regardless of whether compensation is received or anticipated. The director shall be afforded prompt and free access to any workpapers upon which a certified public accountant bases an audit. A certified public accountant shall retain workpapers for a minimum of three years after the date of issuance of the certified public accountant's report to the bank or trust company. The director or the director's agent may concentrate the examinations on institutions which the director believes have safety or soundness concerns.

2. The director, or the deputy or examiners designated by the director for that purpose, shall have power to examine any such corporation whenever, in the director's judgment, it may be deemed necessary or expedient, and shall have power to examine every agency located in this state of any foreign banking corporation and every branch in this state of any out-of-state bank, for the purpose of ascertaining whether it has violated any law of this state, and for such other purposes and as to such other matters as the director may prescribe.

3. The director and the director's deputy and examiners shall have power to administer oaths to any person whose testimony may be required in such examination or investigation of any such corporation or agency, and to compel the appearance and attendance of any person for the purpose of any such examination or investigation.

4. On every such examination inquiry shall be made as to the condition and resources of such corporation, the mode of conducting and managing its affairs, the actions of its directors or trustees, the investment of its funds, the safety and prudence of its management, the security afforded to its creditors, and whether the requirements of its charter and of law have been complied with in the administration of its affairs, and as to such other matters as the director may prescribe.

5. The director may also make such special investigations as the director deems necessary to determine whether any individual or corporation has violated any of the provisions of this law.

6. Such examination may be made and such inquiry instituted or continued in the discretion of the director after the director has taken possession of the property and business of any such corporation, until it shall resume business or its affairs shall be finally liquidated in accordance with the provisions of this chapter.

7. The result of each examination shall be certified by the director or the examiner upon the records of the corporation examined and the result of all examinations during the biennial period shall be embodied in the report to be made by the director of the department of insurance, financial institutions and professional registration to the legislature.

8. The director may contract with regulators in other states to provide for the examination of Missouri branches of out-of-state banks and branches of banks whose home state is Missouri. The agreements may provide for the payment by the home state of the cost of examinations conducted by the host state at the request of the home state regulators.

(RSMo 1939 § 7895, A. 1949 H.B. 2084, A.L. 1977 S.B. 420, A.L. 1995 H.B. 63, et al. merged with S.B. 178, A.L. 1996 H.B. 1432, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2008 S.B. 788, A.L. 2013 H.B. 329)

Prior revisions: 1929 § 5301; 1919 § 11689; 1909 § 1080

*Effective 10-11-13, see § 21.250. H.B. 329 was vetoed July 2, 2013. The veto was overridden on September 11, 2013.

Expenses of examination, how paid--salary schedule for divisionemployees to be maintained--division of finance fund, created,uses, transfers to general revenue fund, when.

361.170. 1. The expense of every regular and every special examination, together with the expense of administering the banking laws, including salaries, travel expenses, supplies and equipment, and including the direct and indirect expenses for rent and other supporting services furnished by the state, shall be paid by the banks and trust companies of the state, and for this purpose the director shall, prior to the beginning of each fiscal year, make an estimate of the expenses to be incurred by the division during such fiscal year. To this there shall be added an amount not to exceed fifteen percent of the estimated expenses to pay the costs of rent and other supporting services such as the costs related to the division's services from the state auditor and attorney general and an amount sufficient to cover the cost of fringe benefits furnished by the state. From this total amount the director shall deduct the estimated amount of the anticipated annual income to the fund from all sources other than bank or trust company assessments. The director shall allocate and assess the remainder to the several banks and trust companies in the state on the basis of a weighted formula to be established by the director, which will take into consideration their total assets, as reflected in the last preceding report called for by the director pursuant to the provisions of section 361.130 or from information obtained pursuant to subsection 3 of section 361.130 and, for trust companies which do not take deposits or make loans, the volume of their trust business, and the relative cost, in salaries and expenses, of examining banks and trust companies of various size and this calculation shall result in an assessment for each bank and trust company which reasonably represents the costs of the division of finance incurred with respect to such bank or trust company. A statement of such assessment shall be sent by the director to each bank and trust company on or before July first. One-half of the amount so assessed to each bank or trust company shall be paid by it to the state director of the department of revenue on or before July fifteenth, and the remainder shall be paid on or before January fifteenth of the next year.

2. Any expenses incurred or services performed on account of any bank, trust company or other corporation subject to the provisions of this chapter, outside of the normal expense of any annual or special examination, shall be charged to and paid by the corporation for whom they were incurred or performed. Fees and charges to other corporations subject to this chapter should be reviewed at least annually by the division of finance to determine whether regulatory costs are offset by the fees and charges, and the director of the division of finance shall revise fees and charges to fully recover these costs.

3. The director of the division of finance shall prepare and maintain an equitable salary schedule for examiners, professional staff, and support personnel who are employees of the division. Personnel employed by the division shall be compensated according to this schedule, provided that such expense of administering the banking laws is assessed and paid in accordance with this section. The positions and classification plan for such personnel attributed to the examination of the state bank and trust companies shall allow for a comparison of such positions with similar bank examiner positions at federal bank regulatory agencies. State bank examiner positions shall not be compensated more than ninety percent of parity for corresponding federal positions for similar geographic locations in Missouri as determined by the director of the division of finance.

4. The state treasurer shall credit such payments to a special fund to be known as the "Division of Finance Fund", which is hereby created and which shall be devoted solely to the payment of expenditures actually incurred by the division and attributable to the regulation of banks, trust companies, and other corporations subject to the jurisdiction of the division. Any amount, other than the amount not to exceed fifteen percent for supporting services and the amount of fringe benefits described in subsection 1 of this section, remaining in such fund at the end of any fiscal year and any earnings attributed to such fund shall not be transferred and placed to the credit of the general revenue fund as provided in section 33.080, but shall be applicable by appropriation of the general assembly to the payment of such expenditures of the division in the succeeding fiscal year and shall be applied by the division to the reduction of the amount to be assessed to banks and trust companies in such succeeding fiscal year; provided the amount not to exceed fifteen percent for supporting services and the amount of fringe benefits described in subsection 1 of this section shall be returned to general revenue to the extent supporting services are not directly allocated to the fund.

(RSMo 1939 § 7895, A. 1949 H.B. 2084, A.L. 1951 p. 283, A.L. 1955 p. 262, A.L. 1959 H.B. 322, A.L. 1963 p. 447, A.L. 1967 p. 445, A.L. 1986 H.B. 1195, A.L. 1991 H.B. 516, A.L. 1997 H.B. 257, A.L. 2003 H.B. 221 merged with S.B. 346, A.L. 2005 H.B. 379 and A.L. 2005 S.B. 318, A.L. 2011 H.B. 315)

Prior revisions: 1929 § 5301; 1919 § 11689; 1909 § 1080

False report of corporation solvency.

361.180. 1. If the director, any deputy or examiner knowingly and wrongfully reports any corporation as solvent when it is insolvent or insolvent when it is solvent, any person injured thereby shall have a right of action on the official bond of such director, deputy or examiner for his injuries and damages sustained.

2. Such action shall be brought in the name of the state at the relation of the injured party.

(RSMo 1939 § 7886, A. 1949 H.B. 2084)

Prior revisions: 1929 § 5292; 1919 § 11680; 1909 § 1089

Claims entitled to priority, liquidation or insolvency.

361.190. In case of the insolvency or voluntary or involuntary liquidation of any corporation to which this chapter is applicable, the following claims shall have priority in the order herein specified:

(1) All unpaid charges lawfully assessed against it by the director and all unpaid penalties and forfeitures incurred by it under any section of this chapter, and all expenses of liquidation;

(2) The depositors and depository institutions having an approved claim against the general liquidating account of the bank;

(3) The general creditors having an approved claim against the liquidating account of the bank;

(4) The claims otherwise proper which were not filed within the time prescribed in this chapter;

(5) The stockholders of the bank.

(RSMo 1939 § 7894, A.L. 1986 H.B. 1195, A.L. 1993 H.B. 231)

Prior revisions: 1929 § 5300; 1919 § 11688

CROSS REFERENCE:

Assessment by director of finance, bank liable for, when, 362.405

Unclaimed deposits, dividends and interest--deposit by director intrust--preference.

361.200. 1. The director may take and hold as trustee for the owners thereof any sums which remain due to and unclaimed by any creditor, depositor, stockholder or shareholder of any corporation, to which this chapter is applicable, after the completion of the voluntary or involuntary liquidation of the business and affairs of such corporation.

2. Whenever such sums are received by the director and he is not in possession of the business and affairs of such corporation, he shall give his receipt for such moneys and shall forthwith deposit them in one or more solvent state banks, trust companies or savings banks, to the credit of the director in trust for the persons entitled thereto.

3. At the completion of a liquidation by the director or any receiver, he shall in like manner deposit such moneys at the expiration of six months after the order for final distribution.

4. All such deposits by the director shall be entitled to priority of payment in case of the insolvency or voluntary or involuntary liquidation of the depositary on an equality with any other priority given by this chapter.

(RSMo 1939 § 7897)

Prior revisions: 1929 § 5303; 1919 § 11691

Index of persons entitled to unclaimed sums--payment to personsentitled.

361.220. 1. The director shall keep in his office an index of the names of all persons for whom he holds in trust any unclaimed deposits, dividends or interest and of the names of all persons reported to him by any corporation as entitled to any such unclaimed deposits, dividends or interest held by such corporation.

2. Whenever any person shall show by evidence satisfactory to the director that he is lawfully entitled to receive any such money the director shall indicate to him the corporation by which it is held, or, if the director holds such money in trust, he may pay it over to such person.

3. In case of doubt or conflicting claims, he may require of the claimant an order of the circuit court authorizing and directing the payment thereof, but for any payment made by him in good faith, by check or order payable to the creditor, depositor, stockholder or shareholder appearing from the record in his office to be entitled thereto, he shall be held harmless and shall not be liable to any subsequent claimant.

(RSMo 1939 § 7899)

Prior revisions: 1929 § 5305; 1919 § 11693

Branch offices--approval--certificate.

361.230. 1. Upon receipt by the director of a written application for leave to open a branch office from a corporation authorized by law to open branch offices, he or she shall make such investigation as he or she may deem necessary to ascertain whether the public convenience and advantage will be promoted by the opening of the branch office and whether the corporation has the amount of actually paid-in capital required by law.

2. If satisfied that the granting of the application is expedient and desirable, he or she shall make a certificate in duplicate under his or her hand and official seal authorizing the opening and occupation of the branch office and specifying the date on or after which and the condition under which it may be opened and the place where it shall be located, and shall file one duplicate in the public records of the division of finance and shall transmit the other to the applicant.

3. If the director shall be satisfied that the opening of the branch office is undesirable or inexpedient or that the corporation has not the requisite amount of capital actually paid in, he or she shall refuse the application and notify the corporation of his or her determination; provided, that this section shall not be construed to empower the director to grant a certificate for any bank or trust company organized under the laws of this state to maintain in this state any branch bank or branch trust company.

(RSMo 1939 § 7902, A.L. 1967 p. 445, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5308; 1919 § 11696

Director's approval--discretion--filing--written waivers required.

361.240. 1. In any case in which the law makes the approval of the director a condition precedent to the doing of any act, unless otherwise provided by law, it shall lie within his sound discretion to grant or refuse his approval.

2. Such approval, if granted, shall be in writing and a copy thereof shall be filed in the office of the director.

3. Whenever the director of finance or the director of credit unions takes any action during a state of emergency authorized under section 44.100, the director or his or her designee shall, as soon as practicable, file written waivers, suspensions, actions, and directives in the office of the director.

(RSMo 1939 § 7900, A.L. 1967 p. 445, A.L. 2008 S.B. 951)

Prior revisions: 1929 § 5306; 1919 § 11694

Extensions of time by director.

361.250. For satisfactory cause to him shown, the director of finance may grant extensions of time to corporations to which this chapter is applicable, as follows:

(1) He or she may extend for not more than one year the time within which any such corporation may commence business. Such extension shall only be made by an order under his or her hand and official seal which shall be executed in duplicate and one copy thereof shall be filed in the public records of the division of finance and the second shall be transmitted to such corporation.

(2) He or she may extend, for not exceeding twenty days, the time within which any such corporation is required to make and file any report to the director.

(3) In all other cases where, by any provision of this chapter, he or she is given power to grant extensions of time, it shall be within his or her sound discretion to grant such extension, which shall be in writing, and a copy thereof shall be filed in the office of the director.

(RSMo 1939 § 7901, A.L. 1980 H.B. 1195, A.L. 1981 S.B. 5 Revision, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5307; 1919 § 11695

Director's powers extend to out-of-state banks operating in Missouri.

361.259. The director's powers in sections 361.260 to 361.269 and the procedures described in such sections shall apply to any out-of-state bank which operates a Missouri branch to the same extent such powers and procedures apply to Missouri banks.

(L. 1995 H.B. 63, et al.)

Violations, director to serve written notice of charges--hearing,temporary orders, when--orders set aside, procedure--penalty.

361.260. 1. Whenever the director shall have reason to believe that the capital stock of any corporation subject to the provisions of this chapter is reduced by impairment or otherwise, below the amount required by law, or by its certificates or articles of agreement, he shall issue a notice of charges in respect thereof.

2. Whenever it shall appear to the director, from any examination made by him or his examiners, that any corporation subject to the provisions of this chapter, or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation, or any foreign corporation licensed by the director to do business under this chapter or chapter 362 is engaging in or has engaged in, or there is reasonable cause to believe that the corporation or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation is about to engage in, an unsafe or unsound practice in conducting the business of such corporation or is violating or has violated, or there is reasonable cause to believe that the corporation or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation is about to violate a law, rule, condition imposed, in writing, by the director in connection with the granting of any application or other request by the corporation or any written agreement entered into with the director, or the corporation's charter, the director may issue and serve upon the corporation or such director, officer, employee, agent, or other person a notice of charges in respect thereof.

3. Whenever it shall appear to the director that any corporation subject to the provisions of this chapter does not keep its books and accounts in such manner as to enable him readily to ascertain its true condition or that wrong entries or unlawful uses of the funds of the corporation have been made, the director may issue and serve upon the corporation or any appropriate director, officer, employee, agent, or other person a notice of charges in respect thereof.

4. The notice of charges shall contain a statement of the facts constituting the deficiencies, the alleged violation or violations, improper use of funds, or the unsafe or unsound practice or practices, and shall fix a time and place at which a hearing will be held to determine whether an order to cease and desist therefrom should issue against the corporation or the director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation.

5. In the event the party or parties so served shall fail to appear at the hearing, or shall consent to the cease and desist order, or in the event the director shall find that the fact of any deficiency, violation, unsafe or unsound practice, inadequate recordkeeping, or improper use of funds specified has been established, the director may issue and serve upon the corporation or the director, officer, employee, agent, or other person participating in the conduct of the affairs of the corporation an order to cease and desist from the actions, violations, or practices charged. The order may require the corporation or its directors, officers, employees, agents, and other persons participating in the conduct of the affairs of such corporation to cease and desist from same and, further, to take affirmative action to correct the conditions resulting from any such actions, violations, or practices. If the director determines that the capital of the corporation is impaired, the order shall require that the corporation make good the deficiency forthwith or within a time specified in the order. If the director determines that the corporation does not keep adequate records, the order may determine and prescribe such books of account as the director, in his discretion, shall require of the corporation for the purpose of keeping accurate and convenient records of the transactions and accounts. If the director shall determine that wrong entries or unlawful uses of the funds of the corporation have been made, he shall order that the entries shall be corrected, and the sums unlawfully paid out restored by the person or persons responsible for the wrongful or illegal payment thereof.

6. If a notice of charges served under this section specifies, on the basis of particular facts and circumstances, that a corporation's books and records are so incomplete or inaccurate that the director is unable, through the normal supervisory process, to determine the financial condition of that corporation or the details or purpose of any transaction or transactions that may have a material effect on the financial condition of that corporation, the director may issue a temporary order requiring the cessation of any activity or practice which gave rise, whether in whole or in part, to the incomplete or inaccurate state of the books or records, or affirmative action to restore such books or records to a complete and accurate state, until the completion of the proceedings under this section. Any temporary order issued under this subsection shall become effective upon service and, unless set aside, limited or suspended by a court, shall remain in effect and enforceable until the earlier of the completion of the proceedings initiated under this section or the date on which the director determines by examination or otherwise that the corporation's books and records are accurate and reflect the financial condition of the corporation.

7. Whenever it shall appear to the director that the violation or threatened violation or the unsafe or unsound practice or practices specified in the notice of charges served upon the corporation or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation pursuant to subsection 4 of this section, or the continuation thereof, is likely to cause insolvency or significant dissipation of assets or earnings of the corporation, or is likely to weaken the condition of the corporation or otherwise prejudice the interests of its depositors prior to the completion of the proceedings conducted pursuant to said subsection, the director may issue a temporary order, effective immediately, requiring the corporation or such director, officer, employee, agent, or other person to cease and desist from any such violation or practice and to take affirmative action to prevent such insolvency, dissipation, condition, or prejudice pending completion of such proceedings. Such order shall remain effective and enforceable pending the completion of the administrative proceedings pursuant to such notice and until such time as the director shall dismiss the charges specified in such notice or if a cease and desist order is issued against the corporation or such director, officer, employee, agent, or other person, until the effective date of such order. The corporation, director, officer, employee, agent, or other person may, within ten days after having been served with a temporary cease and desist order, apply to the circuit court of Cole County for an order setting aside, limiting, or suspending the enforcement, operation, or effectiveness of such order.

8. If any corporation, or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation shall fail or refuse to comply with any duly issued order provided for in this chapter and chapter 362, the corporation or such director, officer, employee, agent, or other person shall pay a civil penalty of not more than one thousand dollars per day for each day the failure or refusal shall continue. The penalty shall be assessed and collected by the director of the division. In determining the amount of the penalty, the director shall take into account the appropriateness of the penalty with respect to the size of the financial resources and good faith of the corporation or person charged, the gravity of the violation, the history of previous violations, and such other matters as justice may require. In addition to the penalty, the director may, in his discretion, report the delinquency to the attorney general, with a request that he proceed as provided in section 361.270, and in the event of such request, the attorney general shall proceed.

(RSMo 1939 § 7904, A.L. 1967 p. 445, A.L. 1977 S.B. 420, A.L. 1985 H.B. 408, A.L. 1990 H.B. 1456)

Prior revisions: 1929 § 5310; 1919 § 11698

Effective 4-30-90

Authority to issue orders--includes certain other powers.

361.261. 1. The authority to issue an order under section 361.260 which requires a corporation or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation to take affirmative action to correct any conditions resulting from any violation or practice with respect to which such order is issued includes the authority to require such corporation or such person to:

(1) Make restitution or provide reimbursement, indemnification, or guarantee against loss if:

(a) Such corporation or such person was unjustly enriched in connection with such violation or practice; or

(b) The violation or practice involved a reckless disregard for the law or any applicable regulations or prior order of the director;

(2) Restrict the growth of the corporation;

(3) Dispose of any loan or asset involved;

(4) Rescind agreements or contracts;

(5) Employ qualified officers or employees, who may be subject to approval by the director; and

(6) Take such other action as the director determines to be appropriate.

2. The authority to issue an order under section 361.260 includes the authority to place limitations on the activities or functions of the corporation or any director, officer, employee, agent, or other person participating in the conduct of the affairs of such corporation.

(L. 1990 H.B. 1456)

Effective 4-30-90

Removal or suspension from office, grounds--written notice ofintention, effective when--served on whom.

361.262. 1. Whenever it shall appear to the director, from any examination made by him or his examiners, that any director, officer, or any other person participating in the conduct of the affairs of a corporation subject to this chapter has committed any violation of law or regulation or of a cease and desist order, or has violated any condition imposed in writing by the director in connection with the grant of any application or other request by such corporation or any written agreement between such corporation and the director, or has engaged or participated in any unsafe or unsound practice in connection with the corporation, or has committed or engaged in any act, omission, or practice which constitutes a breach of his fiduciary duty to the corporation, and the director determines that the corporation has suffered or will probably suffer financial loss or other damage or that the interests of its depositors could be prejudiced by reason of such violation or practice or breach of fiduciary duty, or that the director or officer or other person has received financial gain by reason of such violation or practice or breach of fiduciary duty, and such violation or practice or breach of fiduciary duty is one involving personal dishonesty on the part of such director, officer or other person, or one which demonstrates a willful or continuing disregard for the safety or soundness of the corporation, the director may serve upon such director, officer, or other person a written notice of his intention to remove him from office.

2. When it shall appear to the director from any examination made by him or his examiners that any director or officer of a corporation subject to this chapter, by conduct or practice with respect to another such corporation or any business institution which resulted in financial loss or other damage, has evidenced either his personal dishonesty or a willful or continuing disregard for its safety and soundness and, in addition, has evidenced his unfitness to continue as a director or officer and whenever it shall appear to the director that any other person participating in the conduct of the affairs of a corporation subject to this chapter, by conduct or practice with respect to such corporation or other corporation or other business institution which resulted in financial loss or other damage, has evidenced either his personal dishonesty or willful or continuing disregard for its safety and soundness and, in addition, has evidenced his unfitness to participate in the conduct of the affairs of such corporation, the director may serve upon such director, officer, or other person a written notice of intention to remove him from office or to prohibit his further participation in any manner in the conduct of the affairs of the corporation or from any other banking, savings, or trust institution supervised by the director.

3. Whenever it shall appear to the director to be necessary for the protection of any corporation or its depositors, he may, by written notice to such effect served upon any director, officer, or other person referred to in subsection 1 or 2 of this section, suspend him from office or prohibit him from further participation in any manner in the conduct of the affairs of the corporation. Such suspension or prohibition shall become effective upon service of such notice and shall remain in effect pending the completion of the administrative proceedings pursuant to the notice served under subsection 1 or 2 of this section and until such time as the director shall dismiss the charges specified in such notice or, if an order of removal or prohibition is issued against the director or officer or other person, until the effective date of any such order. Copies of any such notice shall also be served upon the corporation of which he is a director or officer or in the conduct of whose affairs he has participated.

4. Except as provided in subsection 5 of this section, any person who, pursuant to an order issued under this section, has been removed or suspended from office in a corporation or prohibited from participating in the conduct of the affairs of a corporation may not, while such order is in effect, continue or commence to hold any office in, or participate in any manner in, the conduct of the affairs of any other corporation subject to the provisions of this chapter.

5. If, on or after the date an order is issued under this section which removes or suspends from office any person or prohibits such person from participating in the conduct of the affairs of a corporation, such party receives the written consent of the director, subsection 4 of this section shall, to the extent of such consent, cease to apply to such person with respect to the corporation described in the written consent and the director shall publicly disclose such consent. Any violation of subsection 4 of this section by any person who is subject to an order described in such subsection shall be treated as a violation of the order.

(L. 1985 H.B. 408 § 361.265 subsecs. 1, 2, 3, A.L. 1988 H.B. 1204, A.L. 1990 H.B. 1456, A.L. 2005 H.B. 707)

Notice of intention to remove or prohibit participation,content--hearing, failure to appear, effect--order issued when,effective when.

361.264. A notice of intention to remove a director, officer, or other person from office or to prohibit his participation in the conduct of the affairs of a corporation shall contain a statement of the facts constituting grounds therefor, and shall fix a time and place at which a hearing will be held thereon. Unless such director, officer, or other person shall appear at the hearing in person, or by a duly authorized representative, he shall be deemed to have consented to the issuance of an order of such removal or prohibition. In the event of such consent or if upon the record made at any such hearing the director shall find that any of the grounds specified in such notice have been established, the director may issue such orders of suspension or removal from office, or prohibition from participation in the conduct of the affairs of the corporation, as he may deem appropriate. Any such order shall become effective at the expiration of thirty days after service upon such corporation and the director, officer, or other person concerned (except in the case of an order issued upon consent, which shall become effective at the time specified therein). Such order shall remain effective and enforceable except to such extent as it is stayed, modified, terminated, or set aside by action of the director or a reviewing court.

(L. 1985 H.B. 408 § 361.265 subsec. 4)

Stay of suspension or prohibition, procedure.

361.266. Within ten days after any director, officer, or other person has been suspended from office, prohibited from participation in the conduct of the affairs of a corporation, or both, under subsection 3 of section 361.262, such director, officer, or other person may apply to the circuit court of the county in which the corporation is located or the circuit court of Cole County, for a stay of such suspension or prohibition pending the completion of the administrative proceedings pursuant to the notice served upon such director, officer, or other person under subsection 1 or 2 of section 361.262, and such court shall have jurisdiction to stay such suspension or prohibition.

(L. 1985 H.B. 408 § 361.265 subsec. 5)

Information, complaint or indictment of director, officers or otherpersons--certain charges, effect, procedure.

361.267. Whenever a director or officer of a corporation, or other person participating in the conduct of the affairs of such corporation, is charged in any information or complaint authorized by a prosecuting attorney or a United States attorney, or in any indictment, with the commission of or participation in a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law, the director may, if continued service or participation by the individual may pose a threat to the interests of the corporation's depositors or may threaten to impair the confidence in the corporation, by written notice served upon such director, officer, or other person, suspend him from office or prohibit him from further participation in any manner in the conduct of the affairs of the corporation. A copy of such notice shall also be served upon the corporation. Such suspension or prohibition shall remain in effect until such information, indictment or complaint is finally disposed of or until terminated by the director. In the event that a judgment of conviction with respect to such crime is entered against such director, officer, or other person, and at such time as such judgment is not subject to further appellate review, the director may, if continued service or participation by the individual may pose a threat to the interests of the corporation's depositors or may threaten to impair public confidence in the corporation, initiate action to remove such officer as described in subsection 1 of section 361.262.

(L. 1985 H.B. 408 § 361.265 subsec. 6 subdiv. (1))

Powers of the board of directors vested in director of finance,when--temporary directors appointed.

361.268. If at any time because of the suspension of one or more directors pursuant to sections 361.262 to 361.269 there shall be on the board of directors of a corporation less than a quorum of directors not so suspended, all powers or functions vested in or exercisable by such board shall vest in and be exercisable by the director or directors on the board not so suspended, until such time as there shall be a quorum of the board of directors. In the event all of the directors of a corporation are suspended pursuant to sections 361.262 to 361.269, the director shall appoint persons to serve temporarily as directors in their place and stead pending the termination of such suspensions, or until such time as those who have been suspended cease to be directors of the corporation and their respective successors take office.

(L. 1985 H.B. 408 § 361.265 subsec. 6 subdiv. (2))

Notice of suspension or removal, effective when--appeal to director,when--hearings, where held.

361.269. 1. A notice of suspension or order of removal issued pursuant to sections 361.267, 361.268 and this subsection shall become effective immediately but any director, officer, or other person concerned may, within thirty days of service of any notice of suspension or order of removal, request, in writing, an opportunity to appear before the director to show that the continued service to or participation in the conduct of the affairs of the corporation by such individual does not, or is not likely to, pose a threat to the interests of the corporation's depositors or threaten to impair public confidence in the corporation.

2. Any hearing provided for in sections 361.262 to 361.269 shall be held in a place which shall be determined by the director, giving due regard for the convenience to both the director and the party requesting the hearing.

(L. 1985 H.B. 408 § 361.265 subsec. 6 subdiv. (3) and subsec. 7)

Report to attorney general and action by him in certain cases.

361.270. 1. If any director or officer or employee of any corporation subject to the provisions of this chapter has abused his trust or been guilty of misconduct or malversation in his official position or employment injurious to the institution, the director may, in his discretion, communicate the facts to the attorney general, who shall thereupon institute such proceedings as the nature of the case may require.

2. Such proceedings may be for an order for the removal of one or more of the officers or members of the board of directors, or for any other remedy suggested by the conditions discovered to the court; and the court, or judge thereof in vacation, before whom such proceedings shall be instituted, shall have power forthwith to grant such orders, and in its or his discretion, from time to time, to modify or revoke the same and to grant such relief as the evidence, situation of the parties and the interest involved shall seem to require.

(RSMo 1939 § 7905)

Prior revisions: 1929 § 5311; 1919 § 11699

Proceedings in name of director for violations of the provisions ofthis chapter.

361.280. If any corporation, subject to the provisions of this chapter, shall refuse or fail, after due notice, to pay any assessment lawfully imposed upon it or him by the director; or if any such corporation or any officer, director, trustee, agent or employee of any such corporation shall refuse or fail, after due notice, to pay any penalty or forfeiture incurred under any provision of this chapter by such corporation, officer, director, trustee, agent or employee, or if any other corporation or person shall violate any of the provisions contained in this chapter, the director may in his discretion report the facts to the attorney general, who shall thereupon, in the name of the state at the relation and to the use of the director, institute such action or proceeding as the facts may warrant against such person, corporation, officer, director, trustee, agent or employee.

(RSMo 1939 § 7903)

Prior revisions: 1929 § 5309; 1919 § 11697

Penalty for neglect of duty or misfeasance or malfeasance in office.

361.290. Any director, deputy, examiner, employee, clerk or stenographer who shall violate his oath of office or shall neglect or violate any of the duties imposed upon him by this chapter, or shall be guilty of any other misfeasance or malfeasance in office for which no other or different punishment is by this chapter provided, shall be deemed guilty of a felony, and upon conviction, shall be punished by imprisonment in the penitentiary for a term of not less than two years nor exceeding five years, or by a fine of not less than one hundred dollars nor more than one thousand dollars, or by imprisonment in the county or city jail for not less than one month nor more than twelve months, or by both such fine and imprisonment; and upon indictment of any such director, deputy, examiner, clerk or stenographer for any violation of this chapter, such officer or employee shall be disqualified from further discharging the duties of such office or position until such indictment is fully disposed of.

(RSMo 1939 § 7888)

Prior revisions: 1929 § 5294; 1919 § 11682; 1909 § 1091

Director may take possession of property of corporation.

361.300. The finance director may forthwith take possession of the business and property of any corporation, subject to the provisions of this chapter

(1) Whenever such corporation has refused, upon proper demand to submit its records and affairs for inspection to the director, one of his deputies, or an examiner of the finance division; or

(2) Whenever from an examination made by the director, or by one of his deputies or examiners, it shall be discovered that any such corporation is insolvent, or that its continuance in business will seriously jeopardize the safety of its depositors or other indebtedness, and if the action is taken from an examination by an examiner and such examiner shall recommend the closing of the corporation, then it shall be the duty of the director, if he approved such recommendation, by himself or one of his examiners, immediately to close said corporation and take charge of all the property and effects thereof;

(3) Whenever any corporation subject to the provisions of this chapter so desires, it may place its affairs and assets under the control of the director by posting a notice on its front door as follows: "This bank (or trust company) is in the hands of the finance director." The posting of this notice or of a notice by the director that he has taken possession of any such corporation shall be sufficient to place all its assets and property, of whatever nature, in the possession of the director, and shall operate as a bar to any proceedings whatever whether in law or in equity, against any incorporated bank or trust company, or its assets, and if any such action is begun, then all such proceedings shall be summarily dismissed and for naught held, upon the certificate of the director being filed in such cause, showing that he has taken possession of the assets of such bank or trust company, and any court in which such proceedings are pending shall have no power, authority, or jurisdiction to proceed further in any such cause, and any officer or other person having possession of any assets or property of any such bank or trust company shall immediately deliver the possession of the same to the director unless otherwise provided in this chapter; provided, however, nothing herein shall in any wise prevent or prohibit any bank or trust company from being garnished in any case;

(4) The powers and authority conferred on the director by this section except in case of voluntary surrender, shall be considered as discretionary and not as mandatory, and so long as the director acts in good faith in the matter, neither he nor his deputies shall be held liable civilly or criminally or upon their official bonds in any action taken thereunder or for any failure to act thereunder.

(RSMo 1939 § 7910)

Prior revisions: 1929 § 5316; 1919 § 11700; 1909 § 1081

Information to prosecuting attorney.

361.310. Whenever the director of finance shall take charge or possession of any corporation, according to the provisions of section 361.300, it shall be his duty and he is hereby directed immediately and from time to time as the same appear during such charge or possession, to place before the prosecuting attorney of the county in which said corporation is located, all information and evidence concerning the affairs and conditions of said corporation showing or tending to show any and all violations of the criminal laws of this state by any officer, director or employee of said corporation; provided, that the word "county" as herein used shall be construed to include the city of St. Louis, and that the words "prosecuting attorney" shall be construed to include the proper prosecuting officer of the city of St. Louis.

(RSMo 1939 § 7911)

Prior revision: 1929 § 5317

Director may maintain action against officers, when.

361.320. At any time while the director is in possession of the property and business of any such corporation, he may within six years after the cause of action has accrued, institute and maintain in his name as finance director against its directors, trustees, managers or officers, or any of them, any action or proceeding which is vested in such corporation or in the stockholders or creditors thereof.

(RSMo 1939 § 7936)

Prior revisions: 1929 § 5341; 1919 § 11724

Corporation not to make assignment--duty when in failing condition.

361.330. 1. It shall be unlawful in this state for any corporation subject to the provisions of this chapter to make a voluntary general assignment of its business and affairs.

2. In case it shall find itself to be in a failing condition, it shall immediately place itself in the hands of the director.

3. Any deed of voluntary general assignment executed by any such corporation shall be null and void, and in case the officers or directors of any such institution shall endeavor to make any voluntary general assignment of its assets, the director shall immediately take possession thereof and proceed, as provided in section 361.340 and following.

4. All transfers of the notes, bonds, bills of exchange, or other evidence of debt owing to any corporation, or of deposits to its credit; all assignments of mortgages, securities on real estate or of judgments or decrees in its favor; all deposits of money, bullion or other valuable thing for its use, or for the use of any of its shareholders or creditors; and all payments of money to it, made after the commission of an act of insolvency, or in contemplation thereof, made with a view to prevent the application of its assets in the manner prescribed by this chapter, or with a view to the preference of one creditor to another, shall be utterly null and void.

5. No attachment, injunction or execution shall be issued against such corporation, or its property, before final judgment in any suit, action or proceeding in any state, county or municipal court.

(RSMo 1939 § 7912)

Prior revisions: 1929 § 5318; 1919 § 11701; 1909 § 1084

CROSS REFERENCE:

Sale of whole or part of assets to another bank, 362.330

Circumstances under which possession by director may terminate.

361.340. When the director shall have duly taken possession of such corporation, under any provision of this chapter, he may hold such possession until its affairs are finally liquidated by him, unless:

(1) He shall have permitted such corporation to resume business pursuant to the provisions of section 361.370;

(2) The director shall have been directed by order of court to surrender such possession, pursuant to the provisions of section 361.360;

(3) The director shall have appointed the Federal Deposit Insurance Corporation as the liquidating agent of a bank insured thereby and the Federal Deposit Insurance Corporation shall have accepted the appointment;

(4) The stockholders of such corporation, at a meeting called by the director pursuant to the provisions of section 361.580, shall have duly determined to appoint and shall have appointed an agent or agents to continue the liquidation of such corporation, and such agent or agents shall have qualified to take possession of its remaining assets as provided in section 361.600;

(5) The depositors and other creditors of such corporation and the expenses of such liquidation shall have been paid in full.

(RSMo 1939 § 7913, A.L. 1977 S.B. 420, A.L. 1978 H.B. 1634, A.L. 2009 H.B. 914)

Prior revisions: 1929 § 5319; 1919 § 11702

Effective 6-25-09

Director may report delinquencies to attorney general to procurejudgment of dissolution--reports presumptive evidence.

361.350. 1. Whenever the director is entitled to take possession of any such corporation for any reason set forth in section 361.310, he may report to the attorney general and specify in such report the delinquencies of such corporation; and the attorney general may institute an action to procure a judgment dissolving such corporation.

2. Every such report and every report of a duly instituted examination of such corporation, when duly verified by the certificate and seal of the finance director, shall be a presumptive evidence of the facts therein stated in any action or proceeding against such corporation instituted by the attorney general.

(RSMo 1939 § 7914)

Prior revisions: 1929 § 5320; 1919 § 11703

Director's possession may be challenged, when.

361.360. At any time within ten days after the director has taken possession of the property and business of any such corporation, such corporation, with the approval of its board of directors, may apply to the circuit court in the judicial district in which the principal office of such corporation is located, for an order requiring the director to show cause why he should not be enjoined from continuing such possession. The court may, upon good cause shown, direct the director to refrain from further proceedings and to surrender such possession.

(RSMo 1939 § 7915, A.L. 1977 S.B. 420, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5321; 1919 § 11704

Effective 1-2-79

Director may appoint the Federal Deposit Insurance Corporation asliquidating agent--effect of.

361.365. The director may appoint the Federal Deposit Insurance Corporation as liquidating agent of any banking corporation insured thereby of which he has duly taken possession under any provision of this chapter, and the Federal Deposit Insurance Corporation as liquidating agent shall thereupon be vested with both legal and equitable title to all the assets, rights, claims and other real and personal property of the closed bank. The Federal Deposit Insurance Corporation as liquidating agent shall have power to perform all acts of the director in the liquidation of the closed bank.

(L. 1977 S.B. 420, A.L. 2005 H.B. 707)

Director may surrender possession for resumption or liquidation.

361.370. 1. Upon such conditions as he may approve, the director may surrender possession of such corporation to its officers or any of them to permit the resumption of business or the liquidation of the corporation.

2. Before such corporation is surrendered for purposes of liquidation, the officer or officers of the corporation shall enter into a good and sufficient personal or surety bond in an amount equal to the total amount of the corporation's liability, capital stock liability excepted; the bond to be conditioned that all of the aforesaid liability be discharged within one year from the date of the making of the bond. The sufficiency of the bond shall be passed upon and approved by both the circuit judge of the county or city in which the corporation is located and the director, and be filed with the circuit clerk of said county or city. The bond shall be for the benefit of the depositors and other creditors. In the event of default, any depositor or other creditor may bring his action singly or collectively or if the claim be assigned the assignee may bring action in like manner.

(RSMo 1939 § 7916, A. 1949 H.B. 2084)

Prior revisions: 1929 § 5322; 1919 § 11705

Surrender for liquidation.

361.380. 1. Whenever the director shall surrender possession of such corporation under the provisions of section 361.370 for the purposes of liquidation, the corporation shall not receive deposits or engage in the general banking business.

2. The officers, as trustees of the corporation, in the corporate name, may prosecute and defend any action and legal proceeding, execute, acknowledge and deliver any deed, assignment, bill of sale, release, extension, satisfaction, and other instruments necessary and proper to effectuate any sale, lease, or transfer of real or personal property or execute any other instrument which the corporation was heretofore empowered to execute, for the proper liquidation of the corporation.

3. If at the end of one year after entering into the bond as required by section 361.370 all the liabilities of the corporation shall be discharged, the bond shall be terminated, and the remaining assets of the corporation shall be divided among the stockholders. Nothing in this section or section 361.360 shall be construed to release any person from any liability as provided by sections 362.345 to 362.355.

(RSMo 1939 § 7916, A. 1949 H.B. 2084)

Prior revisions: 1929 § 5322; 1919 § 11705

Liquidation--special deputy may be appointed.

361.390. 1. The director may, by certificate, under his or her hand and official seal, appoint one or more special deputy directors as agent or agents to assist him in liquidating the business and affairs of any corporation in his or her possession.

2. The director shall file such certificate in the public records of the division of finance.

3. He or she may, from time to time, delegate such special deputy director to perform such duties connected with such liquidation as he or she may deem proper. He or she may employ such expert assistants and counsel and may retain such of the officers or employees of such corporation as he or she may deem necessary in the liquidation and distribution of the assets of such corporation.

4. He or she shall require such security as he or she may deem proper from his or her agents and assistants appointed pursuant to the provisions of this section.

5. The director may appoint a bank or trust company as such special deputy director and any bank or trust company receiving and accepting any such appointment shall be fully authorized and empowered to do any and all acts and things which the director may deem necessary and advisable in liquidating the business and affairs of the corporation in his or her possession; provided, however, that no salaries or attorney fees shall be paid unless approved by the circuit court in Cole County, which circuit court may refuse to approve any salaries or attorney fees that it may deem exorbitant, and set a less fee or salary, which less fee or salary shall be the* amount paid.

(RSMo 1939 § 7917, A.L. 1978 H.B. 1634, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5323; 1919 § 11706

*Word "the" does not appear in original rolls.

Director's assistant may be appointed as special deputy.

361.400. The director in the manner prescribed in section 361.390 may appoint a deputy director or examiner as such special deputy to assist in the liquidation of any corporation in his possession.

(RSMo 1939 § 7886, A. 1949 H.B. 2084)

Prior revisions: 1929 § 5292; 1919 § 11680; 1909 § 1089

Expenses of liquidation, how paid.

361.410. 1. The director shall pay out of the funds in his hands, of such corporation, all expenses of liquidation, subject to the approval of the circuit court in the county or city in which the principal office of such corporation is located, and upon notice of the application for such approval to such corporation.

2. He shall, in like manner, fix and pay the compensation of special deputy directors, assistants, counsel and other employees appointed to assist him in such liquidation pursuant to the provisions of this chapter. But a special deputy who, as examiner acting under commission from the director, has previously examined the books, papers and affairs of such corporation, shall not receive compensation as such special deputy which exceeds by more than five dollars a day the per diem compensation received by him as examiner at the time of making such examination.

(RSMo 1939 § 7918, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5324; 1919 § 11707

Effective 1-2-79

Procedure of director to obtain possession of pleadings in actionsagainst which attorneys' liens are asserted.

361.420. 1. When the director is in possession of the business and property of any such corporation, and attorneys' liens are asserted by attorneys of such corporation against any causes of action to which such corporation is a party, or against pleadings or other papers in the possession of such attorneys relating to such causes of action, or if such liens are asserted against any evidences of title to any assets or against any of the assets of such corporation, then in the possession of such attorneys, the director may institute special proceedings and petition the court to fix and determine the amount of said liens.

2. Such proceedings shall be instituted in the county or city in which the principal office of such corporation is located.

3. Upon application of the director and upon notice to such attorneys to be prescribed by the court, the court or judge thereof in vacation, may, by order prior to final order in such proceeding, direct such attorneys to deliver to the director all property of such corporation, against which such liens are asserted, together with such consents to substitution of attorneys as the court may direct, upon the director furnishing security to such attorneys in the manner and to an amount to be fixed by the court.

(RSMo 1939 § 7919)

Prior revisions: 1929 § 5325; 1919 § 11708

On taking possession, director shall notify those holdingassets--effect of notification.

361.430. 1. When the director shall have taken possession of the property and business of any such corporation, he shall forthwith give notice of such fact to any and all banks, trust companies, associations and individuals holding any assets of such corporation.

2. No corporation, association or individual having notice or knowledge that the director has taken possession of such corporation, shall have a lien or charge against any of the assets of such corporation for any payment, advance or clearance thereafter made, or liability thereafter incurred.

(RSMo 1939 § 7920)

Prior revisions: 1929 § 5326; 1919 § 11709

Inventory of assets to be made and filed.

361.440. After the director shall have taken possession of the property and business of such corporation, he or she shall make in duplicate an inventory of the assets of such corporation. When the director shall have decided that he or she will not permit the corporation to resume business pursuant to the provisions of section 361.370, he or she shall file one copy of such inventory in the public records of the division of finance.

(RSMo 1939 § 7921, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5327; 1919 § 11710

Disposition by director of property held by delinquent as bailee ordepositary for hire.

361.450. 1. The director may, after he has taken possession of any such corporation, cause to be mailed to all persons claiming to be, or appearing upon the books of such corporation to be, the owner or owners of any personal property theretofore left in the possession of such corporation as bailee or depositary for hire, or the lessee of any safe, vault or box, a notice in writing in a securely closed, postpaid, registered letter directed to each of such persons at his post-office address as recorded upon its books, or, if his name is not recorded in said books, at his last known post-office address, notifying such person to remove all such personal property within a period stated in said notice, and not less than sixty days from the date thereof.

2. If such property shall not have been removed within the time fixed by such notice, the director may apply to the circuit court of the county or city in which such property is located for an order directing him as to the disposition of such property; and he may cause any safe, vault or box held by, or on the premises of, such corporation to be thereafter opened in his presence or in the presence of one of the special deputy directors, and of a notary public, not an officer or in the employ of the corporation or of the director, and the contents, if any, to be sealed and distinctly marked by such notary public, with the name and address of the person in whose name such safe, vault or box stands upon the books of the corporation, and a list and description of the property therein to be attached thereto. Such package so sealed and addressed, together with the list and description of the property therein, may be kept by the director in one of the general safes or boxes of the corporation until delivered to the person whose name appears thereon or until otherwise disposed of as directed by the court.

(RSMo 1939 § 7922, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5328; 1919 § 11711

Effective 1-2-79

Effect of director's notice to remove upon contract of bailment or ofdeposit for hire.

361.460. After the director shall have duly mailed a notice in writing, as provided in section 361.450, the contract of bailment or of deposit for hire, or lease of safe, vault or box, if any, between the persons duly notified and the corporation, shall cease and determine upon the date for removal fixed in such notice, and the amount of the unearned rent or charges, if any, paid by such person shall become a debt of the corporation to said person.

(RSMo 1939 § 7923)

Prior revisions: 1929 § 5329; 1919 § 11712

Liquidation and conservation of assets--compounding debts andcompromising certain claims.

361.470. The director is authorized, upon taking possession of the property and business of such corporation, to liquidate the affairs thereof and to do all acts and to make such expenditures as in his or her judgment are necessary to conserve its assets and business. He or she shall proceed to collect the debts due. He or she may, upon an order of the circuit court of Cole County, sell or compound all bad or doubtful debts held by, and compromise claims against such corporation, other than deposit claims and, upon such terms as the court shall direct, may sell or otherwise dispose of all or any of the real and personal property of such corporation.

(RSMo 1939 § 7924, A.L. 1978 H.B. 1634, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5330; 1919 § 11713

Director may borrow on assets of closed corporation.

361.480. 1. The director of finance, deputy director of finance, liquidating agent, receiver or other person or persons lawfully in charge of the property and business of any closed bank or trust company is authorized, upon the order of the circuit court in and for the county in which the principal office of the bank or trust company is located, to borrow money in the name of the delinquent corporations and to issue evidences of indebtedness therefor and to renew the indebtedness and to secure the repayment of the same by the mortgage, pledge, transfer in trust and/or hypothecation of any or all of the property of the bank or trust company, whether real, personal or mixed, superior to any charge thereon for expenses of liquidation, as provided in section 361.410.

2. These loans may be obtained and used for the purposes of facilitating liquidation, protecting or preserving the assets in his charge, expediting the making of distributions to depositors and other creditors, providing for the expenses of administration and liquidation or aiding in the reopening or reorganization of the bank or trust company, or its merger or consolidation with another bank or trust company, or the sale of all or any part of its assets.

3. The director of finance, deputy director of finance, liquidating agent, receiver or other person or persons lawfully in charge of the property and business of the bank or trust company shall be under no personal obligation to repay any loans so made and shall have power to take any and all actions necessary or proper to consummate the loan and to provide for the repayment thereof and to give bond, when required, for the faithful performance of all undertakings in connection therewith.

4. The director of finance, deputy director of finance, liquidating agent, receiver or other person or persons in charge of the property and business of the bank or trust company shall make application to the circuit court for approval of the loan and the giving of security therefor. Notice of the applications shall be given by publication once each week for two consecutive weeks in each case, upon any weekday of the week, in a newspaper of general circulation in the county. Hearing on the application shall be had not less than ten days after the first publication of the notice. At the hearing upon the application any stockholder, depositor or other creditor of the bank or trust company shall have the right to appear and be heard thereon. Prior to the obtaining of the court order the director of finance, deputy director of finance, liquidating agent, receiver or other person or persons lawfully in charge of the property and business of the bank or trust company may make application or negotiate for the loan or loans subject to the obtaining of the court order.

(RSMo 1939 § 7925, A.L. 1967 p. 445, A.L. 1978 H.B. 1634)

Effective 1-2-79

Deposit of moneys collected--preference.

361.490. The moneys collected by the director shall be from time to time deposited in one or more state banks or trust companies and, in case of the insolvency or voluntary or involuntary liquidation of the depositary, these deposits shall be entitled to priority of payment on an equality with any other priority given by this chapter.

(RSMo 1939 § 7926, A.L. 1967 p. 445)

Prior revisions: 1929 § 5331; 1919 § 11714

Director's power to sue, execute instruments for delinquents--actionsand proceedings preferred.

361.500. For the purpose of executing any of the powers and performing any of the duties hereby conferred upon him, the director may, in the name of the delinquent corporation, prosecute and defend any and all actions and legal proceedings. Any such action or proceeding, upon application of the director, shall be entitled to the same preference to which an action or proceeding by or against a receiver appointed by the court is entitled in any court of the state. He may, in the name of the delinquent corporation, execute, acknowledge and deliver any and all deeds, assignments, bills of sale, releases, extensions, satisfactions and other instruments necessary and proper to effectuate any sale, lease or transfer of real or personal property or to carry into effect any power conferred or duty imposed upon him by this chapter or by order of the circuit court. Any instrument executed pursuant to the authority hereby given shall be as valid and effectual, for all purposes, as though the same had been executed by the officers of the delinquent corporation by authority of its board of directors.

(RSMo 1939 § 7927, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5332; 1919 § 11715

Effective 1-2-79

CROSS REFERENCE:

Conveyance of real estate by director to urban redevelopment corporation, 353.120

Notice to creditors to make proof of claims.

361.510. 1. When the director shall have taken possession of such corporation, and shall have determined to liquidate its affairs, he shall notify all persons who may have claims against such corporation to present same to him and make proper proof thereof within four months from the date of said notice and at a place specified therein, and shall specify in said notice the last date for presenting said proofs.

2. He shall cause said notice to be mailed to all persons whose names appear as creditors upon the books of the corporation. He shall also cause said notice to be inserted weekly in such newspapers as he may direct for three consecutive months, the first insertion thereof to be published more than ninety days before the last day fixed in said notice for presenting proof of claims.

3. After the date specified in such notice as the last date for presenting proof of claims the director shall have no power to accept any claim.

(RSMo 1939 § 7928)

Prior revisions: 1929 § 5333; 1919 § 11716

Director to list claims duly presented--when and where filed.

361.520. 1. The director shall make in duplicate a complete list of all claims duly presented, and shall specify therein the name of the claimant, the nature of the claim, and the amount thereof.

2. Within ten days after the last date fixed in said notice to creditors to present and make proof of claims, the director shall file one copy of said list in his or her office, and cause one copy to be filed in the public records of the division of finance.

(RSMo 1939 § 7929, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5334; 1919 § 11717

Objections to claims--procedure.

361.530. 1. Within thirty days after the last date fixed in said notice to creditors to present and make proof of claims, objections to any claim duly presented may be made by any party interested, by filing with the director such objections in writing, signed by the objector and duly verified.

2. Unless the director rejects any claim to which objections have been duly filed with him, he shall, within thirty days after the time to file such objections has expired, apply to the circuit court upon notice to the objector for an order directing the director as to the disposition of said claim.

3. The court may thereupon dispose of said objections or may order a reference for that purpose.

(RSMo 1939 § 7930, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5335; 1919 § 11718

Effective 1-2-79

Claims approved or rejected--list of such claims.

361.540. 1. The director shall, not later than thirty days after the time has expired to file objections to claims duly presented, approve or reject every duly filed claim except claims as to which objections are still pending undetermined by the court or judge.

2. Every claim approved by him, he or she shall endorse "approved" and file so endorsed in his or her office.

3. If he or she doubts the justice or validity of any claim, he or she shall reject such claim and shall endorse the same "rejected" and file said claim so endorsed in his or her office. He or she shall cause notice of such rejection to be served upon the claimant either personally or by mail.

4. The director shall not determine priorities, in approving or rejecting claims; but approved claims shall be presented to the circuit court of Cole County pursuant to section 361.570 for determination as to their priority of payment.

5. Within thirty days after the director has approved or rejected all claims duly filed, he or she shall list all claims approved and all rejected by him and file one copy of said list in the public records of the division of finance.

(RSMo 1939 § 7931, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5336; 1919 § 11719

Effect of accepting claims--statute of limitations for action uponclaims not accepted--necessary allegations.

361.550. 1. When the director has approved a duly filed claim and has filed the same endorsed "approved" in his office, the claimant, unless such claim is entitled by law to priority of payment, shall be entitled to share ratably with other general creditors in the distribution of the assets of such corporation as such assets are distributed pursuant to section 361.570.

2. When the time within which the director is required to approve or reject claims has expired and at any time within six months thereafter, a claimant whose claim has been duly filed and has not been approved by the director may institute and maintain an action thereon against such corporation. No action shall be maintained against such corporation while the director is in possession of its affairs and business unless brought within the period of limitation specified in this section.

3. In all actions or proceedings instituted against such corporation while the director is in possession of its property and business, the plaintiff shall be required to allege and prove that the claim upon which the action is instituted was duly filed and that sixty days have elapsed since the expiration of time for filing said claims and that said claim has not been approved.

(RSMo 1939 § 7932)

Prior revisions: 1929 § 5337; 1919 § 11720

Judgments recovered after director takes possession shall not beliens.

361.560. A lien shall not attach to any of the property or assets of such corporation by reason of the entry of any judgment recovered against such corporation after the director has taken possession of its property and business and so long as such possession continues.

(RSMo 1939 § 7933)

Prior revisions: 1929 § 5338; 1919 § 11721

Dividends to creditors--priorities--disposition of unclaimeddividends.

361.570. 1. At any time after the date fixed by the director for the presentation of claims, the circuit court may by order authorize the director upon his application to declare out of the funds remaining in his hands after the payment of expenses, one or more dividends.

2. Such order shall specify what claims, if any, are entitled to priority of payment, and shall direct the director regarding the manner of payment of such prior claims. At any time after the expiration of eight months from said date fixed for the presentation of such claims, he may by like order declare a final dividend.

3. Such dividends shall be paid to such persons, in such amounts, and upon such notice, as the circuit court in the county or city in which the principal office of such corporation is located may by order direct.

4. Dividends remaining unclaimed or unpaid in the hands of the director for six months after the order for final distribution shall be deposited by him as provided in section 361.200.

(RSMo 1939 § 7934, A.L. 1978 H.B. 1634)

Prior revisions: 1929 § 5339; 1919 § 11722

Effective 1-2-79

Director shall call stockholders' meeting after creditors are paid infull--proceedings at such meeting.

361.580. 1. Whenever the director shall have paid to each creditor of any stock corporation whose claim has been duly proved the full amount of such claim, and shall have made proper provision for claims in litigation and not finally determined, and shall have paid all the expenses of liquidation, he shall call a meeting of the stockholders of such corporation by causing notice of the time and place of such meeting to be published at least once a week for three successive weeks in one or more newspapers selected by him and published in the county or city where the principal office of such corporation is located.

2. At such meeting, the stockholders shall determine whether the director shall continue as liquidator to wind up the affairs of such corporation, or whether the stockholders themselves shall elect an agent or agents for that purpose.

3. In determining these matters, the stockholders shall vote by ballot in person or by proxy. Each share of stock shall be entitled to one vote and the vote of a majority of the issued stock shall be necessary to a determination.

(RSMo 1939 § 7935)

Prior revisions: 1929 § 5340; 1919 § 11723

Duties of director where he continues liquidation--termination ofcorporate existence.

361.590. 1. In case it is determined to continue the liquidation under the director, he shall continue the liquidation of the affairs of such corporation and after paying the expenses thereof shall distribute the proceeds among the stockholders in proportion to the several holdings of stock and in such manner and upon such notice as may be directed by order of the circuit court.

2. Upon a petition by the director showing that all the assets of such corporation have been duly distributed and that unclaimed sums have been duly deposited by him as provided in section 361.200 and that more than one year has elapsed since the last required publication of notice to creditors to present their claims, and upon such notice as the court may prescribe, the circuit court may, on such terms as justice requires, make an order affirming such disposition of such unclaimed sums and declaring such corporation dissolved and the corporate existence thereof terminated. Upon the filing of a certified copy of such order in the office of the director, the existence of such corporation shall cease and determine.

(RSMo 1939 § 7935)

Prior revisions: 1929 § 5340; 1919 § 11723

Duties of director where stockholders elect another to liquidate.

361.600. 1. In case the stockholders shall determine to appoint an agent or agents to continue such liquidation, they shall thereupon select by ballot such agent or agents. A majority of the stock present and voting in person or by proxy shall be necessary to determine such question.

2. If such agent or agents shall be duly elected by the stockholders, the director may require such agent or agents to execute and deliver to him a bond to the state, in such amount, with such sureties, and in such form as shall be approved by him, conditioned upon the performance of all the duties of his or her or their trust; and thereupon the director shall transfer and deliver to such agent or agents all the assets of such corporation then remaining in his or her hands.

3. Upon such transfer and delivery, the director shall be discharged from any and all further liability to such corporation and its creditors.

4. Upon the transfer and delivery of said assets by the director, he or she shall file a certified copy of the proceedings of said meeting in the public records of the division of finance.

5. No powers specially set out in its articles of association shall be exercised by such corporation after the director has filed such certified copy in his or her office.

(RSMo 1939 § 7935, A.L. 2000 S.B. 896)

Prior revisions: 1929 § 5340; 1919 § 11723

Sale of checks law, how cited--definitions.

361.700. 1. Sections 361.700 to 361.727 shall be known and may be cited as the "Sale of Checks Law".

2. For the purposes of sections 361.700 to 361.727, the following terms mean: (1) "Check", any instrument for the transmission or payment of money and shall also include any electronic means of transmitting or paying money; (2) "Director", the director of the division of finance; (3) "Licensee", any person duly licensed by the director pursuant to sections 361.700 to 361.727; (4) "Person", any individual, partnership, association, trust or corporation.

(L. 1984 H.B. 1374 §§ 1, 2, A.L. 2002 S.B. 895)

License required to issue checks for consideration,exceptions--violations, penalty.

361.705. 1. No person shall issue checks in this state for a consideration without first obtaining a license from the director; provided, however, that sections 361.700 to 361.727 shall not apply to the receipt of money by an incorporated telegraph company at any office or agency of such company for immediate transmission by telegraph nor to any bank, trust company, savings and loan association, credit union, or agency of the United States government.

2. Any person who violates any of the provisions of sections 361.700 to 361.727 or attempts to sell or issue checks without having first obtained a license from the director shall be deemed guilty of a class A misdemeanor.

(L. 1984 H.B. 1374 §§ 3, 14)

Application for license, content--investigation fee, applied tolicense fee, when.

361.707. 1. Each application for a license pursuant to sections 361.700 to 361.727 shall be in writing and under oath to the director in such form as he may prescribe. The application shall state the full name and business address of:

(1) The proprietor, if the applicant is an individual;

(2) Every member, if the applicant is a partnership or association;

(3) The corporation and each officer and director thereof, if the applicant is a corporation.

2. Each application for a license shall be accompanied by an investigation fee of three hundred dollars. If the license is granted the investigation fee shall be applied to the license fee for the first year. No investigation fee shall be refunded.

(L. 1984 H.B. 1374 §§ 4, 5, A.L. 2015 H.B. 587 merged with S.B. 345)

Effective 8-28-15 (H.B. 587)

*10-16-15 (S.B. 345), see § 21.250. S.B. 345 was vetoed July 7, 2015. The veto was overridden September 16, 2015.

Surety bond or irrevocable letter of credit required, costs, amount,special examinations.

361.711. Each application for a license shall be accompanied by a corporate surety bond in the principal sum of one hundred thousand dollars. The bond shall be in form satisfactory to the director and shall be issued by a bonding company or insurance company authorized to do business in this state, to secure the faithful performance of the obligations of the applicant and the agents and subagents of the applicant with respect to the receipt, transmission, and payment of money in connection with the sale or issuance of checks and also to pay the costs incurred by the division to remedy any breach of the obligations of the applicant subject to the bond or to pay examination costs of the division owed and not paid by the applicant. Upon license renewal, the required amount of bond shall be as follows:

(1) For all licensees selling payment instruments or stored value cards, five times the high outstanding balance from the previous year with a minimum of one hundred thousand dollars and a maximum of one million dollars;

(2) For all licensees receiving money for transmission, five times the greatest amount transmitted in a single day during the previous year with a minimum of one hundred thousand dollars and a maximum of one million dollars.

If in the opinion of the director the bond shall at any time appear to be inadequate, insecure, exhausted, or otherwise doubtful, additional bond in form and with surety satisfactory to the director shall be filed within fifteen days after notice of the requirement is given to the licensee by the director. An applicant or licensee may, in lieu of filing any bond required under this section, provide the director with an irrevocable letter of credit, as defined in section 400.5-103, issued by any state or federal financial institution. Whenever in the director's judgment it is necessary or expedient, the director may perform a special examination of any person licensed under sections 361.700 to 361.727 with all authority under section 361.160 as though the licensee were a bank. The cost of such examination shall be paid by the licensee.

(L. 1984 H.B. 1374 § 6, A.L. 1989 H.B. 386, A.L. 2006 S.B. 892)

License issued upon investigation, when--fee--charge for applicationsto amend and reissue.

361.715. 1. Upon the filing of the application, the filing of a certified audit, the payment of the investigation fee and the approval by the director of the necessary bond, the director shall cause, investigate, and determine whether the character, responsibility, and general fitness of the principals of the applicant or any affiliates are such as to command confidence and warrant belief that the business of the applicant will be conducted honestly and efficiently and that the applicant is in compliance with all other applicable state and federal laws. If satisfied, the director shall issue to the applicant a license pursuant to the provisions of sections 361.700 to 361.727. In processing a renewal license, the director shall require the same information and follow the same procedures described in this subsection.

2. Each licensee shall pay to the director before the issuance of the license, and annually thereafter on or before April fifteenth of each year, a license fee of three hundred dollars.

3. The director may assess a reasonable charge, not to exceed three hundred dollars, for any application to amend and reissue an existing license.

(L. 1984 H.B. 1374 §§ 7, 8, A.L. 2006 S.B. 892, A.L. 2015 H.B. 587 merged with S.B. 345)

Effective 8-28-15 (H.B. 587)

*10-16-15 (S.B. 345), see § 21.250. S.B. 345 was vetoed July 7, 2015. The veto was overridden September 16, 2015.

Reserve required--director may demand proof, when.

361.718. Every licensee shall at all times have on demand deposit in a federally insured depository institution or in the form of cash on hand or in the hands of his agents or in readily marketable securities an amount equal to all outstanding unpaid checks sold by him or his agents in Missouri, in addition to the amount of his bond. Upon demand by the director, licensees must immediately provide proof of such funds or securities. The director may make such demand as often as reasonably necessary and shall make such demand to each licensee, without prior notice, at least twice each license year.

(L. 1984 H.B. 1374 § 9)

Licensee may conduct business through unlicensed agents and employees.

361.720. Each licensee may conduct business at one or more locations within this state and by means of employees, agents, subagents or representatives as such licensee may designate. No license under sections 361.700 to 361.727 shall be required of any such employee, agent, subagent or representative who sells checks in behalf of a licensee. Each such agent, subagent or representative shall upon demand transfer and deliver to the licensee the proceeds of the sale of licensee's checks less the fees, if any, due such agent, subagent or representative.

(L. 1984 H.B. 1374 § 10)

Annual report filed with director, content.

361.723. Each licensee shall file with the director annually on or before April fifteenth of each year a statement listing the locations of the offices of the licensee and the names and locations of the agents or subagents authorized by the licensee to engage in the sale of checks of which the licensee is the issuer.

(L. 1984 H.B. 1374 § 11)

Revocation or suspension of license--grounds--procedure.

361.725. The director may at any time suspend or revoke a license, for any reason he might refuse to grant a license, for failure to pay an annual fee or for a violation of any provision of sections 361.700 to 361.727. No license shall be denied, revoked or suspended except on ten days' notice to the applicant or licensee. Upon receipt of such notice the applicant or licensee may, within five days of such receipt, make written demand for a hearing. The director shall thereafter hear and determine the matter in accordance with the provisions of chapter 536.

(L. 1984 H.B. 1374 § 12)

Rules--authority.

361.727. The director shall issue regulations necessary to carry out the intent and purposes of sections 361.700 to 361.727, pursuant to the provisions of section 361.103 and chapter 536.

(L. 1984 H.B. 1374 § 13, A.L. 1993 S.B. 52)

Persons, firms, and corporations not subject to administrativepenalty for acts performed in reliance on written interpretations.

361.729. Any other provisions of the law to the contrary notwithstanding, any person, firm or corporation shall not be subject to any administrative proceeding or penalty for any acts or omissions done in reliance on a written interpretation of any sections of chapter 408, by the division of finance, which is applicable to a specific set of facts originally proposed by the person, firm or corporation prior to committing such acts or omissions.

(L. 1992 S.B. 705 § 9)


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