New Jersey Statutes 17:12B-204. Bulk transfers
Terms Used In New Jersey Statutes 17:12B-204
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
Any State association may with the written approval of the commissioner, transfer, sell, or exchange in bulk and not in the regular and usual course of its business, all or any part of its assets, including its name and good will, to any other association; and accept as consideration therefor, cash, capital stock and accounts or any of them, of the purchasing association upon such terms as may be determined by the vote of a majority of the board of such State association and by a majority of the votes cast by the members or stockholders, as the case may be, of such State association, present in person or by proxy, at any annual meeting or at any special meeting called for that purpose. At least 10 days’ notice of any such meeting shall be mailed to each member or stockholder, as the case may be, and shall state the matter to be acted upon. The consideration received for such bulk transfer, sale or exchange shall be applied to the payment of the association’s debts and the discharge of its liabilities and the balance thereof shall be distributed to its members or stockholders, as the case may be, pro rata.
(2) Liquidation following bulk transfer
If such bulk transfer, sale or exchange shall include all or substantially all of the assets of a State association, or all or substantially all of its mortgage assets, the State association shall thereupon be dissolved and shall liquidate. The State association shall be managed and directed during liquidation, by its board in accordance with the provisions of section 205 of this act.
(3) Transfer to Federal associations
Any State association may transfer, sell or exchange in bulk, all or part of its assets to any Federal association having its principal office in this State, by compliance with the provisions of this section and by compliance with applicable Federal law and regulation; provided, however, that this subsection shall only be operative in the event that any Federal association having its principal office in this State may transfer, sell or exchange, all or part of its assets in bulk, to any association of this State, in accordance with Federal law and regulation which is substantially equivalent to the provisions of this section.
(4) Application for establishment of section 27 branch office
Simultaneously with the submission of the written application required by subsection (1) of this section, any State association which is purchasing all or substantially all of the assets of another association may, subject to the conditions and limitations of section 27 of this act, submit its application to the commissioner for the establishment of a section 27 branch office or offices.
L.1963, c. 144, s. 204. Amended by L.1974, c. 137, s. 14, eff. Oct. 23, 1974.