On taking possession of a bank for liquidation, the division may transfer the trust accounts of the bank to another entity with fiduciary powers. Neither the division nor the fiduciary to whom the trust accounts are transferred is liable for the past acts of the bank relating to the trust accounts.
The acts of any special deputy under sub. (4)
shall be binding on the division to the same extent and with like effect as if such acts were done by said division.
The division may appoint one or more special deputies, as agent or agents, to assist the division in the duty of reorganization, consolidation, liquidation and distribution, the certificate of appointment to be filed with the division and a certified copy in the office of the clerk of the circuit court for the county in which such bank or banking corporation is located. Such special deputies may execute, acknowledge and deliver any and all deeds, assignments, releases or other instruments necessary and proper to effect any sale and transfer or encumbrance of real estate or personal property after the same has been approved by the division, and an order obtained from the circuit court of the county in which the bank concerned is located. The division may from time to time authorize a special deputy to perform such duties connected with such reorganization, consolidation, liquidation and distribution as the division deems proper. The division may employ such counsel and procure such expert assistance and advice as may be necessary in the reorganization, consolidation, liquidation and distribution of the assets of such banks or banking corporations. The division may retain such of the officers or employees of such banks or banking corporations as necessary.
The division shall give notice, in such newspapers as the division may direct, by publication of a class 3 notice, under ch. 985
, calling on all persons who may have claims against such bank or banking corporation, to present the same to the division, within 3 months after the date of first insertion. Such notice shall also fix a place and time (not less than 3 months after the date of first insertion) to make legal proof thereof. The division shall mail a similar notice to all persons whose names appear as creditors upon the books of the bank or banking corporation. Any creditor of such bank or banking corporation holding security of any nature, shall file a claim as a general creditor only for the amount by which the debt exceeds the value of such security. The value of said security and the amount to be allowed on the claim so filed shall, upon application of such creditor or the division and upon at least 20 days' notice to the opposing party, be determined by the circuit court of the county wherein such bank or banking corporation is located. If the division doubts the justice and validity of any claim, the division may reject the same, and serve notice of such rejection upon the claimant either by mail or personally. An affidavit of the service of such notice, which shall be prima facie evidence thereof, shall be filed with the division. An action upon a claim so rejected must be brought within 6 months after such service. Claims presented after the expiration of the time fixed in the notice to creditors shall be entitled to receive only liquidating dividends declared after presentation, unless otherwise ordered by the court.
Upon taking possession of the property and assets of such bank or banking corporation, the division shall make an inventory of the assets of such bank or banking corporation, in duplicate, one to be filed with the division, and one in the office of the clerk of circuit court for the county in which such bank or banking corporation is located; upon the expiration of the time fixed for the presentation of claims, the division shall make in duplicate a full and complete list of the claims presented, including and specifying such claims as have been rejected by it, one to be filed with the division, and one in the office of the clerk of circuit court for the county in which such bank or banking corporation is located. Such inventory and list of claims shall be open at all reasonable times to inspection.
The compensation of the special deputies, counsel, and other employees and assistants, and all expenses of supervision and liquidation, shall be fixed by the division subject to the approval of the circuit court for the county in which such bank or banking corporation is located, on notice of such bank or banking corporation, and shall upon the certificate of the division be paid out of the funds of such bank or banking corporation in the hands of the division. Expenses of supervision and liquidation shall include the cost of services rendered by the division to the bank or banking corporation being liquidated and the division shall the first of each month determine such cost in the manner hereinafter provided, which cost shall be charged to each bank in liquidation and the same shall be paid to the division as other expenses of liquidation are paid. The amount of the aforesaid supervision cost to be paid by each bank in liquidation shall be determined by taking that portion of the total supervision cost of all banks in liquidation for the preceding month, which the total book value of the unliquidated book assets of each said bank bears to the total book value of all the unliquidated book assets of every bank in liquidation. In making computations for each month the total supervision cost and all book values of unliquidated assets shall be determined as of the last business day of the preceding month. The moneys collected by the division shall be from time to time deposited in one or more state banks, and, in case of the suspension or insolvency of the depository, such deposits shall be preferred before all other deposits.
At any time after the expiration of the date fixed for the presentation of claims, the division may out of the funds remaining in the division's possession after the payment of expenses declare one or more dividends, and after the expiration of one year from the first publication of notice to creditors, the division may declare a final dividend, such dividends to be paid to such persons, and in such amounts, and upon such notice, as may be directed by the circuit court for the county in which such bank or banking corporation is located. Objections to any claim not rejected by the division may be made by any party interested by filing a copy of such objections with the division, which shall present the same to the circuit court at the time of the next application to declare a dividend. The court may if deemed advisable provide for the setting aside of a sum sufficient to pay all or any part of the dividends due on any unproved or unclaimed deposits.
Whenever any such bank or banking corporation, of whose property and business the division has taken possession, as aforesaid, deems itself aggrieved thereby, it may, at any time within 10 days after such taking possession, apply to the circuit court for the county in which such bank or banking corporation is located to enjoin further proceedings; and said court, after citing the division to show cause why further proceedings should not be enjoined and hearing the allegations and proofs of the parties and determining the facts may, upon the merits dismiss such application or enjoin the division from further proceedings, and direct the division to surrender such business and property to such bank or banking corporation. Said bank or banking corporation may, if it desires so to do, within 10 days after taking possession apply to the banking institutions review board to review the action of the division in taking possession. The banking institutions review board shall act speedily on such application. Within 10 days after notice of the decision of the banking institutions review board, said bank or banking corporation may apply to said circuit court of the county in which such bank or banking corporation is located to enjoin further proceedings. The proceedings on such application shall be on notice to the division and shall be the same as where the application to the court is made as above provided without application to the review board.
Whenever the division has paid to every depositor and creditor of such bank or banking corporation (not including stockholders), whose claims as such creditor or depositor have been duly proved and allowed, the full amount of such claims, and has made proper provision for unclaimed and unpaid deposits or dividends, and has paid all the expenses of the liquidation, the division shall call a meeting of the stockholders of such bank or banking corporation by giving notice thereof by certified mail and by publication of a class 2 notice, under ch. 985
, in the county where such bank or banking corporation is located. At such meeting the stockholders shall determine whether the division shall be continued as liquidator and shall wind up the affairs of such bank or banking corporation, or whether an agent or agents shall be elected for that purpose, and in so determining the said stockholders shall vote by ballot, in person or by proxy, each share of stock entitling the holder to one vote, and the majority of the stock shall be necessary to a determination.
In case it is determined to continue the liquidation under the division, the division shall complete the liquidation of the affairs of such bank or banking corporation, and after paying the expenses thereof, shall distribute the proceeds among the stockholders in proportion to the several holdings of stock in such manner and upon such notice as may be directed by the circuit court. In case it is determined to appoint an agent or agents to liquidate, the stockholders shall thereupon select such agent or agents by ballot, a majority of the stock present and voting, in person or by proxy, being necessary to a choice. Such agent or agents shall execute and file with the division a bond to the people of the state in such amount, with such sureties and in such form as shall be approved by the division, conditioned for the faithful performance of all the duties of the agent's or the agents' trust, and thereupon the division shall transfer and deliver to such agent or agents all the undivided or uncollected or other assets of such bank or banking corporation then remaining in the division's possession; and upon such transfer and delivery, the division shall be discharged from any and all further liability to such bank or banking corporation and its or their creditors.
Such agent or agents shall convert the assets coming into the agent's or agents' possession into cash, and shall account for and make distribution of the property of said bank or banking corporation, as is herein provided in the case of distribution by the division, except that the expenses thereof shall be subject to the direction and control of the circuit court. In case of the death, removal, or refusal to act of any such agent or agents, the stockholders, on the same notice, to be given by the division upon proof of such death, removal, or refusal to act being filed with it, and by the same vote hereinbefore provided, may elect a successor, who shall have the same powers and be subject to the same liabilities and duties as the agent originally elected.
The division shall deposit dividends and unclaimed deposits which have been provided for and which remain unpaid in the hands of the division for 6 months after the order for final distribution in one or more state banks, to the credit of the division, in trust for the several depositors with and creditors of the liquidated bank or banking corporations from which they were received. The division's annual report under s. 220.14
shall include the names of banks or banking corporations so taken possession of and liquidated and the sums of unclaimed and unpaid deposits or dividends with respect to each of them respectively.
The division may pay the moneys held by the division to the persons entitled to them, upon being furnished satisfactory evidence of their right to the same. In cases of doubt or conflicting claims, the division may require an order of the circuit court authorizing and directing the payment thereof. The division may apply the interest earned towards defraying the expenses in the payment and distribution of such unclaimed deposits or dividends to the depositors and creditors entitled to receive them, and if necessary may draw on the fund to defray such expenses. After one year from the time of the order for final distribution, the division shall report and deliver all unclaimed funds to the secretary of revenue as provided in ch. 177
. All claims subsequently arising shall be presented to the division. If the division determines that any claim should be allowed, the division shall certify to the department of administration the name and address of the person entitled to payment and the amount thereof and shall attach the claim to the certificate. The secretary of administration shall certify the claim to the secretary of revenue for payment.
Whenever the division, with a view of restoring the solvency of any bank of which the division has taken charge pursuant to law, shall approve a reorganization plan entered into between the depositors and unsecured creditors of such bank and the bank or reorganizers thereof, which represent 80 percent of the amount of deposits and unsecured claims of such banks, then and in such case all other depositors and unsecured creditors shall be held to be subject to such agreement to the same extent and with the same effect as if they had joined in the execution thereof, and their claims shall be treated in all respects as if they had joined in the execution of such articles or reorganization plan in the event of restoration of such bank to solvency, and the reopening of the same for business. The investment board and the governing board of any county, city, village, town, drainage district, power district, school district, sewer district, or other governmental subdivision, or any commission, committee, board, or officer thereof, having any funds on deposit at the time of the closing of the bank are authorized to join in any reorganization plan, if, in the judgment of such investment board or other governing board, the reorganization plan is in the best interests of all persons concerned. All deposits made in any state bank subsequent to June 3, 1927 shall be subject to the conditions hereof.
Whenever the division is informed, within 10 days after the division has taken charge of a bank pursuant to law, that a plan for the reorganization of such bank is being considered, the division may refrain from complying with any or all of the provisions of this section for such time as the division deems advisable, but for not more than 40 days after the division has taken charge of said bank. The approval by the division and the acceptance by the depositors and unsecured creditors of a reorganization plan within the time specified as provided in sub. (15)
, shall operate to relieve the division of the duties and liabilities provided by this section in the case of liquidation of banks.
Whenever it shall appear to the division that the books and records of any liquidated bank or banking corporation or segregated trust are no longer required by the division, the division may make application to the circuit court having jurisdiction of such liquidated bank or banking corporation or segregated trust for an order determining what books and records are to be kept and what destroyed, stating in such application the division's recommendations thereon. Said circuit court shall thereupon enter an order determining what books and records shall be kept and what shall be destroyed. The books and records ordered preserved shall be delivered to the clerk of such court to be kept by him or her until further order of the court. Following the expiration of the retention period provided in SCR chapter 72
, the circuit court shall submit to the historical society copies of the division's application and the court order determining what books and records have been kept. On subsequent application of the historical society the court may order delivery to the society of such books and records as the society deems of permanent historical significance and the destruction of the balance, whether or not any such records have been photographed or microphotographed.
Whenever any bank or banking corporation has been completely liquidated, the division shall and is hereby authorized to cancel the charter of such bank or banking corporation.
Segregated trusts heretofore or hereafter created in connection with the stabilization and readjustment or reorganization of a bank shall be administered and liquidated under the supervision of the division and the circuit court of the county in which the bank is located.
The trustees shall be confirmed by the circuit court of the county wherein such bank is located and shall be subject to removal by said court.
The administration and liquidation of such trust shall be subject to the supervision of the division and as far as practicable shall be subject to the approval of the circuit court of the county wherein such bank is located in the same manner and to the same extent as is the administration of banks in liquidation under the provisions of this section.
The division shall make such examinations of the books, records and assets of such trust as the division deems necessary and shall submit copies of such examinations to the trustees and to the circuit court. The cost of such examinations and the cost of the supervision rendered by the division, which cost shall be determined by the division, shall be a charge against the trust and shall be paid as an expense of administration.
The trustees of such trust shall be known collectively as “the trustees of the segregated trust of (name of bank)" and in that name may sue and be sued and perform the duties imposed on them by law and the provisions of the agreement or court order creating such trust. A certificate issued by the division shall be sufficient proof of the creation of such trust, of the appointment and qualification of the persons named therein to act as trustees and of the powers of the trustees.
In the event the division, as statutory receiver of closed state banks or in connection with the division's supervision of segregated trusts, shall have possession of any funds or property by reason of any recovery on an official bond or otherwise, and said funds shall not belong to or be attributable to any specific bank or banks in liquidation or to any specific segregated trust or trusts and it shall appear that all or a number of banks in liquidation or all or a number of the segregated trusts supervised by the division or the depositors or other creditors of such banks or trusts, may have an interest in such funds or property, the division may petition the circuit court for Dane County for an order directing the disposition of such funds or property. The court, upon presentation of such a petition, shall direct the division to give such notice of hearing thereon, by publication of a class 3 notice, under ch. 985
, or otherwise, as appears reasonable under the circumstances. The expenses of the division in any such proceeding shall be paid out of such funds or property. If it shall appear to the court that the persons to whom such funds or property may ultimately belong cannot be found or ascertained or that the expense of such ascertainment would in the judgment of the court be excessive or unreasonable under all the circumstances, the court shall enter an order directing the division to transmit such funds or property to the secretary of revenue to become the property of the state. Any person claiming an interest in any such funds or property so ordered to be transmitted to the secretary of revenue may within 5 years after the entry of such order bring suit against the state for recovery thereof without interest.
After liquidation of the assets of a delinquent bank, any remaining assets, including all unknown and undiscovered assets in the custody of the division, shall, after approval of the circuit court having jurisdiction thereof, be retained by the division which is authorized and empowered to hold such assets, claims and demands with the full right and power to compound, compromise, settle and assign the same with full authority to execute and deliver any legal instruments incidental thereto without further court approval. Any moneys or proceeds received therefrom shall be paid into the general fund of the state of Wisconsin after the division has first deducted therefrom the costs of the division's services and other expenses incidental thereto.
History: 1983 a. 408
; 1985 a. 127
; Sup. Ct. Order, 136 Wis. 2d xi (1987); 1991 a. 316
; 1995 a. 27
; 2009 a. 177
; 2013 a. 20
; 2019 a. 65
See ch. 177
for disposition of unclaimed funds.
Closed insured banks; federal deposit insurance corporation may be receiver. 220.081(1)(1)
The division may, in the event of the closing of any bank which is a member of the federal deposit insurance corporation or the deposits in which are to any extent insured by said corporation, tender to said corporation the appointment as statutory receiver of such bank and if the corporation accepts said appointment, the corporation shall have and possess all the powers and privileges given by the laws of this state to the division as statutory receiver of a closed bank and be subject to all the duties of the division as such statutory receiver, except insofar as such powers, privileges, or duties are in conflict with the provisions of subsection 1 of section 8 of said banking act of 1933, or any other applicable federal laws.
In the event said federal deposit insurance corporation shall accept the appointment as such receiver, it is hereby authorized and empowered to be and act without bond as such receiver.
Upon the acceptance of the appointment as receiver of any delinquent bank by said federal deposit insurance corporation, the possession of and title to all the assets, business and property of such bank of every kind and nature shall pass to and vest in said corporation without the execution of any instruments of conveyance, assignment, transfer or endorsement.
The division or the federal deposit insurance corporation being in possession of any delinquent bank may, as receiver of such bank and upon the order of the circuit court for the county in which such bank is located, borrow money from the federal deposit insurance corporation and secure the payment of such loan by the mortgage pledge, transfer in trust or hypothecation of any or all of the property and assets of such delinquent bank and upon like order may sell to said federal deposit insurance corporation any or all of the property and assets of such delinquent bank.
History: 1995 a. 27
Closed insured banks; subrogation of federal deposit insurance corporation.
Whenever any bank whose deposits are in whole or in part insured pursuant to any federal laws, shall have been closed on account of the inability to meet the demands of its depositors, and the federal deposit insurance corporation or its successors shall pay or make available for payment the insured deposit liabilities of such closed institution, the corporation or its successors, whether or not the same shall have become receiver or liquidator of such closed bank, shall be subrogated to all rights against such closed bank, or the owner of such insured deposits with like force and effect as if the closed bank were a national bank, to the extent now or hereafter necessary to enable said corporation, under federal law, to make insured payments available to depositors of closed insured banks.
Federal aid to banks.
On approval of the banking institutions review board, any state bank or trust company, or the receiver of any insolvent or delinquent state bank or trust company, may take advantage of any act that may be enacted by the congress of the United States for the relief of any state banks or trust companies.
History: 2019 a. 65
Receiver of delinquent bank may borrow from federal government agency; court order.
The division, having taken possession of any delinquent bank, may, as receiver of such bank, and upon the order of the circuit court for the county in which such bank is located, borrow money from any agency of the federal government, upon such terms and conditions as may be satisfactory to such federal agency, and issue evidences of indebtedness therefor, and secure the payment of such loan by the mortgage, pledge, transfer in trust, or hypothecation of any or all of the property and assets of such delinquent bank.
History: 1995 a. 27
Indemnity fund, national bank.
Every national bank which has authority under federal law to act in a fiduciary capacity shall comply with s. 223.02
History: 1995 a. 27
Books and accounts; division's control.
Whenever it appears to the division that any bank does not keep books and accounts in such manner as to enable the division to readily ascertain the true condition of such bank, the division may require the officers of such bank to open and keep such books or accounts as the division prescribes for the purpose of keeping accurate and convenient records of the transactions and accounts of such bank. Any bank that refuses or neglects to open and keep such books or accounts as the division prescribes shall be subject to a penalty of $10 for each day it neglects and fails to open and keep such prescribed books and accounts.
History: 1991 a. 316
; 1995 a. 27
Attorney general, duty of.
All proceedings by any bank to enjoin the division in the discharge of the division's duties shall be had in the county where said bank is located, or in the supreme court of this state. All suits and proceedings arising out of the provisions of the banking laws, in which the state, or any of its officers or agents shall be parties, shall be conducted under the direction and supervision of the attorney general.
History: 1991 a. 316
; 1995 a. 27
Copies as evidence.
Copies of all records and papers held in the division and certified by the division shall be evidence in all cases equally and of like effect as the original.
History: 1991 a. 316
; 1995 a. 27
The division shall publish an annual report and submit the report to the governor and the chief clerk of each house of the legislature for distribution to the legislature under s. 13.172 (2)
. The report shall:
Exhibit the condition of the various banks of the state as of the day of the last report made to the division by such banks.
Contain a statement of the condition of every bank from which reports have been received, with an abstract of the whole amount of capital returned by them, the whole amount of their liabilities, the total amount of resources, and specifying the amount of lawful money held by banks at the time of their several returns.
Give a tabulated statement of the resources and liabilities of each bank.
Contain a statement of the banks whose business has been closed during the year, the amount of their resources and liabilities, the amount paid to the creditors thereof and a statement of any banks organized during the year.
Contain a statement of the total number of orders issued by the division during the year under s. 222.0203 (2)
Give such other information as the division deems necessary.
Effect of consolidating banks and trust companies. 220.17(1)(1)
Whenever 2 or more banks or trust companies, including national banks, authorized to do a banking business in the state of Wisconsin, shall be consolidated under the charter of one of the consolidating banks or trust companies, or under a new charter issued to such consolidated institution, the rights, interests and franchises of any bank or trust company joining in or party to such consolidation in and to every species of property, real, personal and mixed and chooses in action thereto belonging, shall be deemed transferred to and vested in the consolidated bank or trust company without any deed, endorsement or other instrument of transfer, and the consolidated bank or trust company shall take, hold and enjoy the same and all rights of property, franchises and interests in the same manner and to the same extent as were held and enjoyed by such consolidating banks or trust companies or both at the time of such consolidation.
All of the following apply to a consolidated bank or trust company described in sub. (1)
, if the consolidated bank or trust company is authorized to perform fiduciary services at the time of the consolidation:
The consolidated bank or trust company shall succeed to all rights, obligations, relations, and trusts, and the duties and liabilities connected with the performance of fiduciary services, held by any bank or trust company party to the consolidation, and without further appointment shall act as trustee or personal representative or in any other fiduciary capacity in which any bank or trust company party to the consolidation was acting at the time of the consolidation.
The consolidated bank or trust company shall execute and perform each trust or relation described in par. (a)
in the same manner as if the consolidated bank or trust company itself had assumed the trust or relation, including the obligations and liabilities connected therewith.
The consolidated bank or trust company shall be entitled to be appointed or to act as trustee or personal representative or other fiduciary to the same extent and with the same effect as would any bank or trust company party to the consolidation if prior to the consolidation any bank or trust company party to the consolidation has been designated as trustee or any other fiduciary in any trust deed or other writing, or has been named to act as personal representative in any will.
History: 1983 a. 36
; 2001 a. 102
Bank or corporate notaries; permitted acts.
It shall be lawful for any notary public who is a stockholder, director, officer, member, manager or employee of a bank or other corporation or limited liability company to take the acknowledgment of any party to any written instrument executed to or by that entity, or to administer an oath to any other stockholder, director, officer, member, manager, employee or agent of that entity, or to protest for nonacceptance or nonpayment bills of exchange, drafts, checks, notes and other negotiable instruments which may be owned or held for collection by that entity, if such notary is not a party to such instrument, either individually or as a representative of the entity.
History: 1993 a. 112
Reproduction and destruction of records; evidence. 220.285(1)(1)
Any state bank, trust company bank, licensee under ss. 138.09
, or 224.725
or ch. 217
may cause any or all records kept by such bank, licensee, or registered person to be recorded, copied or reproduced by any photostatic, photographic or miniature photographic process or by optical imaging if the process employed correctly, accurately and permanently copies, reproduces or forms a medium for copying, reproducing or recording the original record on a film or other durable material. A bank may thereafter dispose of the original record. A licensee or registered person may thereafter dispose of the original record after first obtaining the written consent of the division. This section is applicable to national banking associations insofar as it does not contravene federal law.
Any photographic, photostatic, or miniature photographic copy or reproduction or copy reproduced from a film record or any copy of a record generated from optical disc storage of a bank record or record of a licensee or registered person is considered to be an original record for all purposes and shall be treated as an original record in all courts or administrative agencies for the purpose of its admissibility in evidence. A facsimile, exemplification, or certified copy of any such photographic copy or reproduction, copy reproduced from a film record, or copy generated from optical disc storage of a record shall, for all purposes, be considered a facsimile, exemplification, or certified copy of the original record.
See also s. DFI-Bkg 9.01
, Wis. adm. code.
Closing in emergencies.
No liability shall be incurred by a bank because the bank is closed during an emergency. If a bank closes during an emergency, the closing shall be noted in the minutes of the next meeting of the bank's board of directors. A bank may not declare in default for nonpayment any obligation which became due while the bank was closed during the emergency if timely payment on the obligation was tendered but not accepted because the bank was closed.
History: 1971 c. 120
; 1987 a. 252
Transfer of trust business within bank holding company groups. 220.32(1)(a)
“Corporate fiduciary" means all of the following:
A trust company bank, state bank with trust powers, corporation or limited liability company, that is authorized under the laws of this state to accept and execute trusts.
A national bank or other federally chartered financial institution, if that bank or institution has its principal place of business in this state and is authorized by the appropriate federal agency to accept and execute trusts.
“Subsidiary" of a bank holding company means any other corporation or limited liability company of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the bank holding company.
“Trust business" includes self-declared trusts that are established and maintained by a corporate fiduciary, such as common trust funds and group trust funds, and all other activities in which a corporate fiduciary is acting as a fiduciary, as defined in s. 112.01 (1) (b)
, regardless of whether or not a portion of these activities could be undertaken by an entity that is not authorized to accept and execute trusts in this state.
(2) Transfer to successor fiduciary.
If the board of directors of a bank holding company adopt a resolution directing one of its subsidiaries that is a corporate fiduciary to succeed to all or part of the existing or future trust business of another of its subsidiaries that is a corporate fiduciary, the successor corporate fiduciary shall succeed to the predecessor corporate fiduciary. The substitution shall be effective on the date specified in the resolution and no additional authorization is needed. The successor corporate fiduciary shall succeed to all capacities in which the predecessor corporate fiduciary had been acting with respect to the transferred trust business. If, or to the extent that, the resolution directs that one subsidiary shall succeed to future trust business of another subsidiary of the same bank holding company, the successor shall be considered to be named as fiduciary in all writings that named the predecessor corporate fiduciary as trustee, including all wills, trusts, court orders and similar documents and instruments.
History: 1997 a. 316