Missouri Statute | Act | Code |Business And Financial Institutions| US Code - US Statute | Chapter 361 Division Of Finance And Powers Of Director Of Finance

As used in chapter 362, RSMo, and chapter 369, RSMo, 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.)

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 office at the City of
Jefferson, reside in the state of Missouri, and shall devote all of his
time to the duties of his office. The division of design and construction
is hereby required to provide the director of finance and the state
division of finance with suitable rooms. (RSMo 1939 § 7876, A.L. 1967 p.
445, A.L. 1981 S.B. 28, A.L. 1982 S.B. 487 Revision)

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

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

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

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

*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. See § 620.010.

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

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

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 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
banker members of the state banking board, 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, RSMo,
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 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)

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

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 except:

(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 disclosure is necessary or required, the director may set
conditions and limitations, including an agreement of confidentiality or
a judicial or administrative protective order.

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)

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

CROSS REFERENCE: Bank tax, director of finance to furnish director of
revenue reports filed by banking institutions, RSMo 148.100

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

There is hereby created in the department of economic
development, a "State Banking Board" which shall have such powers and
duties as are conferred upon it by law. (L. 1955 p. 263 § 1, A.L. 1967 p.
445)

The state banking board shall advise with 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)

1. The state banking 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 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)

(1974) Revocation of bank charter by the state banking board does not
extinguish the bank's legal capacity to appeal the board's decision.
Central Bank of Clayton v. State Banking Board of Missouri (A.), 509
S.W.2d 175.

1. The state banking 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, RSMo.

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 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)

1. At any hearing provided for in section 361.094, the state
banking 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)

The state banking 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 shall be 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 ten years'
experience in this state as an officer or director or partly as an
officer and partly as a director of one or more state banks or trust
companies or national banking associations, of which at least five years
shall have been full-time, active bank management experience. The two
other members shall be nonbankers. Not more than three members of the
board shall be members of the same political party. The term of office of
the board first appointed shall in the case of one member be two years;
in the case of two members shall be four years; and in the case of the
other two members shall be six years; with all said terms beginning
August 29, 1955. All subsequent terms shall be for a term of six years
from the expiration of the preceding term. The governor shall designate
one member as chairman and another member as secretary of the board. The
members of the state banking board shall hold office for the respective
terms for which they are appointed and until their successors shall
qualify. Vacancies in said 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)

1. The members of the state banking 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 Board of the State of Missouri", which shall be judicially
noticed. (L. 1955 p. 263 § 3, A.L. 1980 H.B. 1071)

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

1. The director of finance, with the approval of the state
banking 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, RSMo. (L. 1967 p. 445, A.L. 1993 S.B.
52, A.L. 1994 H.B. 1165, A.L. 1995 S.B. 3)

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

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. During each biennial session of the general assembly the director
shall, in the presence of a joint committee of the house of
representatives and the senate, destroy by burning or by any other method
satisfactory to said joint committee the records, papers and reports
which may be disposed of pursuant to this section. The joint committee
shall consist of four members of the house of representatives to be
appointed by the speaker of the house of representatives and two members
of the senate to be appointed by the president pro tem of the senate.
(RSMo 1939 § 7884, A. 1949 H.B. 2084, A.L. 1953 p. 246)

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

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

1. The director of finance shall prepare the following
information to be included in the report of the director of the
department of economic development:

(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)

Prior revisions: 1929 § 5343; 1919 § 11726

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

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 1 or Camel 2 rating from the division of
finance, the director of finance at least once each eighteen calendar
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. 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 economic
development 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)

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

(1999) Statements made during routine bank examinations receive
qualified, not absolute, immunity. Rockwood Bank v. Gaia, 170 F.3d 833
(8th Cir.).

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 shall 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 such costs to the extent allowed
by law or recommend to the general assembly necessary statutory changes
to fully recover such costs.

3. The director of the division of finance shall prepare and maintain an
equitable salary schedule for examiners, professional staff, and support
personnel that are employees of the division. Personnel employed by the
division shall be compensated according to the following 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 at more
than ninety percent of parity for corresponding federal positions for
similar geographic locations in the state 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, RSMo, 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)

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

*This section was amended by both H.B. 379 and S.B. 318 during the First
Regular Session of the 93rd General Assembly, 2005. Due to possible
conflict, both versions are printed here.

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, RSMo, 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 S.B. 318)

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

*This section was amended by both H.B. 379 and S.B. 318 during the First
Regular Session of the 93rd General Assembly, 2005. Due to possible
conflict, both versions are printed here.

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

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, RSMo 362.405

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

(1951) Where, after closing of bank, plans were adopted resulting in
transfer of part of assets and equal percent of liabilities to another
bank and remainder to liquidating trustees, transfer to trustees was
assignment for benefit of creditors under § 470.010 so that unclaimed
liquidating dividends in hands of trustees escheat. Jones v. Fidelity
Nat. Bank & Trust Co., 362 Mo. 712, 243 S.W.2d 970.

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

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

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. (RSMo 1939 § 7900, A.L.
1967 p. 445)

Prior revisions: 1929 § 5306; 1919 § 11694

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

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.)

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, RSMo, 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, RSMo, 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

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

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)

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)

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)

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))

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))

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)

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

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

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

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

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

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

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, RSMo
362.330

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
subject to approval of the circuit court in the judicial district in
which the principal office of such corporation is located, pursuant to
the provisions of section 361.365;

(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)

Prior revisions: 1929 § 5319; 1919 § 11702

Effective 1-2-79

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

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

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)

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

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. (RSMo
1939 § 7916, A. 1949 H.B. 2084)

Prior revisions: 1929 § 5322; 1919 § 11705

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.

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

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

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

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

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

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

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

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

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

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

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, RSMo 353.120

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

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

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

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

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

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

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

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

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

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

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)

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)

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 one 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)

Each application for a license shall be accompanied by a
corporate surety bond in the principal sum of twenty-five 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. 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, RSMo, issued by any
state or federal financial institution. (L. 1984 H.B. 1374 § 6, A.L. 1989
H.B. 386)

1. Upon the filing of the application, the filing of a certified
audit, the payments of the investigation fee and the approval by the
director of the necessary bond, the director shall issue to the applicant
a license pursuant to the provisions of sections 361.700 to 361.727.

2. Each licensee shall pay to the director within five days after the
issuance of the license, and annually thereafter on or before April
fifteenth of each year, a license fee of one hundred dollars. (L. 1984
H.B. 1374 §§ 7, 8)

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)

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)

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)

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,
RSMo. (L. 1984 H.B. 1374 § 12)

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

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,
RSMo, 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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