bank or its stockholders. First Nat. Bank of Merkel v. Armstrong (Tex. Civ. App. 1914) 168 S. W. 873. Since one advancing money to the liquidating agent of a national bank to take up a renewal note for a loan made to the bank before liquidation would be subrogated to the rights of the creditor, it was immaterial that the liquidating agent had no authority to execute the renewal note. Id. Where a national bank went into voluntary liquidation, it thereby ceased to do business as a going concern, and was not thereafter required to register a subsequent transfer of its stock and to issue new stock to the transferee. Muir v. Citizens' Nat. Bank (1905) 80 P. 1007, 39 Wash. 57. Effect on right to sue and be sued. A national bank, voluntarily liquidating under this section, is not thereby dissolved as a corporation, but may sue and be sued in winding up its business. Central Bank v. Connecticut Mut. Life Ins. Co. (1881) 104 U. S. 54, 26 L. Ed. 693; Merchants' Nat. Bank v. Gaslin (1889) 41 Minn. 552, 43 N. W. 483; Farmers' Nat. Bank of Durant v. Suther (1911) 116 P. 173, 28 Okl. 806; Pritchard v. First Nat. Bank (1898) 76 N. W. 1106, 101 Wis. 86. A national bank which has gone into voluntary liquidation becomes subject to like proceedings as domestic corporations; for instance, to a creditors' bill to reach a fund held by the president. Merchants' & Planters' Nat. Bank v, Masonic Hall (1880) 65 Ga. 603. A judgment rendered against a national bank which has gone into voluntary liquidation, and to dissolve which proper steps have been taken, is void, and hence may be collaterally attacked. Hodgson v. McKinstrey (1895) 3 Kan. App. 412, 42 Pac. 929. Remedies of and proceedings by minority stockholders.-Where a contract by which a national bank assumed all the obligations of an insolvent bank in contemplated liquidation was fully explained at a meeting at which 1,665 out of 2,000 shares were represented, and after the contract was executed it was ratified by a vote exceeding the proportion of stock specified by this section and section 9808, post, the stockholders were not thereafter entitled to claim that such contract was ultra vires. George v. Wallace (1904) 135 Fed. 286, 68 C. C. A. 40, decree affirmed Wyman v. Same (1906) 26 Sup. Ct. 495, 201 U. S. 230, 50 L. Ed. 738, and Frenzer v. Same (1906) 26 Sup. Ct. 498, 201 U. S. 245, 50 L. Ed. 743, and Poppleton v. Same (1906) 26 Sup. Ct. 498, 201 U. S. 245, 50 L. Ed. 743. Where a national bank has gone into voluntary liquidation in pursuance of the vote of all its stockholders, and all but one of them have united in organizing a new national bank under a different name, and the omitted stockholder has accepted dividends from the proceeds of nearly all the assets of the old bank, he cannot claim to be a stockholder in the new bank, nor a right to share in its earnings. First Nat. Bank v. Marshall (1888) 26 Ill. App. 440. A stockholder held estopped from complaining that the greater part of the assets were sold to the new bank, if he knew they were thus disposed of when he accepted his share of the proceeds. Id. The owners of two-thirds of the stock of a national bank voted to liquidate it. They were the officers of the bank, and became the liquidating committee. Held, that dissenting minority stockholders had a remedy against the liquidating committee for injuries resulting from the failure of the committee to properly dispose of the assets of the bank. Green v. Bennett (Tex. Civ. App. 1908) 110 S. W. 108. Minority stockholders of a solvent national bank cannot obtain relief, from the majority stockholders, for injuries resulting from the destruction of the good will of the bank, by a liquidation thereof by a vote of the owners of twothirds of the stock thereof, the act of liquidation destroying the value of such good will, as a value separate from the value of tangible assets, and the loss falling proportionately on all the stockholders. Id. The owners of two-thirds of the stock of a solvent national bank, who were also its directors and executive officers, voted to liquidate the bank, and organized a new bank, and apportioned the stock thereof among themselves, to the exclusion of minority stockholders of the old bank. They elected themselves directors and officers of the new bank; and, through a liquidating committee composed of themselves, they transferred the assets of the old bank to the new one. Held, that since the minority stockholders had only the right to demand that the assets of the old bank be disposed of so that the full value thereof should be received for distribution among shareholders, they could not complain of the transaction, in the absence of a showing that the sales were not for full value, and on as favorable terms as Icould be obtained. Id. A petition, in an action by minority stockholders of a national bank against the majority stockholders and a new bank, alleged that the majority stockholders, owning two-thirds of the stock, voted to liquidate the bank, that the majority stockholders organized the new bank, and that it purchased the assets of the old bank, and averred, on information and belief, that the directors of the new bank, who were the directors of the old bank, took advantage of section 9810, post, held, that the averment on information and belief did not show that the majority Rights of depositors.-If a national bank goes into liquidation, the book accounts of depositors draw interest from the date of suspension; the act of going into liquidation dispensing with demand. Richmond v. Irons (1887) 121 U. S. 27, 7 Sup. Ct. 788, 30 L. Ed. 864, reversing decree Irons v. Manufacturers' Nat. Bank (1886) 27 Fed. 591. The payment, by the successor of a national bank which had gone into liquidation, of the installments of interest due on government bonds deposited with the old bank, is an admission that such bonds came into the possession of the new bank on its reorganization. First Nat. Bank v. Strang (1888) 28 Ill. App. 325. ble for deposits therein. Eans v. Exchange Bank of Jefferson City (1883) 79 Mo. 182. Appointment of receiver.-See notes under §§ 9821, 9826, post. Cited without definite application, Chemical Nat. Bank of Chicago v. Hartford Deposit Co. (1896) 16 Sup. Ct. 439, 440, 161 U. S. 1, 40 L. Ed. 595; Commercial National Bank v. Weinhard (1904) 24 Sup. Ct. 253, 256, 192 U. S. 243, 48 L. Ed. 425; Citizens' Central National Bank of New York v. Appleton (1910) 30 Sup. Ct. 364, 216 U. S. 196, 54 L. Ed. 443; Williamson v. American Bank (1902) 115 Fed. 793, 52 C. C. A. 1; King v. Pomeroy (1903) 121 Fed. 287, 58 C. C. A. 209; Williamson v. American Bank (1911) 185 Fed. 66, 107 C. C. A. 286; Harvey v. Lord (C. C. 1882) 10 Fed. 236, 238; Williamson v. American Bank (C. C. 1901) 109 Fed. 36, 37 (affirmed [1902] 115 Fed. 793, 52 C. C. A. 1); (1882) 17 Op. Atty. Gen. 409. A national bank, the successor of one which went into liquidation, is lia§ 9807. (Act June 30, 1876, c. 156, § 2.) Enforcement of shareholders' individual liability by creditors on voluntary dissolution. When any national banking association shall have gone into liquidation under the provisions of section five thousand two hundred and twenty of said statutes, the individual liability of the shareholders provided for by section fifty-one hundred and fifty-one of said statutes may be enforced by any creditor of such association, by bill in equity, in the nature of a creditor's bill, brought by such creditor on behalf of himself and of all other creditors of the association, against the shareholders thereof, in any court of the United States having original jurisdiction in equity for the district in which such association may have been located or established. (19 Stat. 63.) This section was part of an act authorizing the appointment of receivers of national banks, etc., cited above. See notes to section 1 of the act, post, § 9826. R. S. § 5220, mentioned in this section, is set forth ante, § 9806. R. S. § 5151, also mentioned in this section, providing for individual liability of shareholders of national banks, was superseded by the provisions of the same nature of the Federal Reserve Act of Dec. 23, 1913, c. 6, § 23, ante, 9689. Said Federal Reserve Act of Dec. 23, 1913, ante, §§ 9785-9805, created a new system for the government and regulation of all national banks, and such of the state banks, and trust companies as, possessing the necessary qualifications, signify their acceptance of the act. Notes of Decisions Enforcement of stockholders' individual liability. Valid obligations of a national bank may, after voluntary liquidation, be enforced against a stockholder who voted against the resolutions looking towards such liquidation, where the requisite amount of stock was voted in favor of that course. Poppleton v. Wallace (1906) 26 Sup. Ct. 498, 201 U. S. 245, 50 L. Ed. 743. See, also, note under § 9689, ante. post. Jurisdiction and remedy.-The only authorized procedure for enforcing the individual liability of the shareholders of a national bank which has gone into voluntary liquidation is by a bill in equity in the nature of a creditor's bill, brought by a creditor "on behalf of himself and of all other creditors of the association against the shareholders thereof in any court of equity for the district in which such association may have been located or established," as provided by this act; the purpose of the statute being to create a fund to be applied with and in aid of the assets of the bank in all cases of voluntary, as of involuntary, liquidation, through a general creditors' suit in a court of equity, having power to enforce the liability equally and ratably as between the shareholders, and to determine the extent to which, and those for whose benefit, it shall be enforced. A trustee appointed by the shareholders to conduct the business of liquidation has no authority to enforce such liability, nor can a suit for that purpose be maintained in any district other than that in which the bank is located. Such suit should be against the bank and all its stockholders, and, in case ancillary proceedings should be necessary for the collection from nonresident stockholders of their ratable proportion of the amount necessary to pay creditors, such suits should be authorized by the court of original jurisdiction, and brought by a receiver or other person appointed by such court. Williamson v. American Bank (1902) 115 Fed. 793, 52 C. C. A. 1, affirming decree (C. C. 1901) 109 Fed. 36. An action by a citizen of another state on an assigned nonnegotiable note of a national bank which had gone into voluntary liquidation to subject assets to the payment thereof, and to enforce the liability of stockholders, was properly brought in the federal Circuit Court, in so far as the enforcement of the stockholders' liability was concerned, under this section. George v. Wallace (1904) 135 Fed. 286, 68 C. C. A. 40, affirmed Wyman v. Wallace (1906) 26 Sup. Ct. 495, 201 U. S. 230, 50 L. Ed. 738, and Frenzer v. Same (1906) 26 Sup. Ct. 498, 201 U. S. 244, 50 L. Ed. 742, and Poppleton v. Same (1906) 26 Sup. Ct. 498, 201 U. S. 245, 50 L. Ed. 743. No new liability on the part of the stockholders was created by this section, nor did this act provide for enforcing liability against stockholders under circumstances not permitting its enforcement before the act was passed, but it may be construed as limiting the tribunal in which proceedings are to be instituted to a United States court, instead of allowing creditors to resort to any competent tribunal with equity power. Irons v. Manufacturers' Nat. Bank (C. C. 1883) 17 Fed. 308. Abatement.-Pendency of a suit under this section is not a bar to a suit by plaintiff on his claim against the bank. Central Nat. Bank v. Connecticut Mut. L. Ins. Co. (1881) 104 U. S. 54, 76, 26 L. Ed. 693. an A creditors' bill was filed against a national bank before the passage of this act, and a receiver appointed; amended bill, to which all the stockholders were made parties, being filed after its enactment. Subsequently the comptroller of the currency appointed a receiver to wind up the affairs of the bank, who brought this suit against one of the stockholders. Held, on demurrer to a plea in abatement, that, as the stockholder's liability could be completely enforced in the equity suit, he should not be vexed by two suits in the same jurisdiction, for the same cause of action. Harvey v. Lord (C. C. 1882) 10 Fed. 236. Pleading.-Where a bill was filed against a national bank, alleging that its voluntary liquidation was fraudulent, and praying to have all sales or transfers by the bank set aside, and after the filing of the bill Act June 30, 1876, was passed, it was not error to allow an amended bill, bringing in all of the stockholders, and asking an accounting of the indebtedness of the bank and the amounts due from the stockholders under the national banking act. Richmond v. Irons (1887) 7 Sup. Ct. 788, 797, 121 U. S. 27, 30 L. Ed. 864. Judgment.-A judgment against a bank on its guaranty, recovered after the making of an agreement by its president that the guaranty, which was made before liquidation, should not be discharged by the release of the principal debtor, is not binding on the stockholders, who had no knowledge of the agreement, so as to prevent their raising the question whether the guaranty was not discharged by the release of the principal debtor. Schrader v. Manufacturers' Nat. Bank (1890) 10 Sup. Ct. 238, 241, 133 U. S. 67, 33 L. Ed. 564. Preferences and distribution of assets. After a national bank went into voluntary liquidation, several creditors took in payment of their claims paper belonging to the bank, with the bank's guaranty of payment, which paper was not paid. Held, that such creditors were not entitled to share in the assets obtained by enforcement of the statutory liability of the stockholders, since, after the bank went into liquidation, its powers being limited to the collection of assets and the payment of debts, it could not guaranty payment. Richmond v. Irons (1887) 7 Sup. Ct. 788, 121 U. S. 27, 30 L. Ed. 864, reversing decree Irons v. Manufacturers' Nat. Bank (C. C. 1886) 27 Fed. 591. In a suit in chancery under this statute by a creditor, the fund obtained is a part of the general assets of the bank, and all creditors stand upon an equal footing in the distribution of it. Irons v. Manufacturers' Nat. Bank (C. C. 1886) 27 Fed. 591, decree reversed Richmond v. Irons (1887) 7 Sup. Ct. 788, 121 U. S. 27, 30 L. Ed. 864. A mortgage of all his individual property executed by a cashier and stockholder of a bank, after it had closed its doors, to secure a depositor, was a preference, and was void as against a judgment recovered against the cashier by the receiver, either in the hands of the receiver or of a purchaser from him for value. Gatch v. Fitch (C. C. 1888) 34 Fed. 566. See note under § 9806, ante. § 9808. (R. S. § 5221.) Notice of intent to dissolve. Whenever a vote is taken to go into liquidation it shall be the duty of the board of directors to cause notice of this fact to be certified, under the seal of the association, by its president or cashier, to the Comptroller of the Currency, and publication thereof to be made for a period of two months in a newspaper published in the city of New York, and also in a newspaper published in the city or town in which the association is located, or if no newspaper is there published, then in the newspaper published nearest thereto, that the association is closing up its affairs, and notifying the holders of its notes and other creditors to present the notes and other claims against the association for payment. Act June 3, 1864, c. 106, § 42, 13 Stat. 112. York v. Appleton (1910) 30 Sup. Ct. 364, 216 U. S. 196, 54 L. Ed. 443; King v. Pomeroy (1903) 121 Fed. 287, 58 C. C. A. 209; U. S. v. Jewett (C. C. 1897) 84 Fed. 142, 143, affirmed (1900) 100 Fed. 832, 41 C. C. A. 88, 53 L. R. A. 568. § 9809. (R. S. § 5222.) Deposit of lawful money to redeem outstanding circulation. Within six months from the date of the vote to go into liquidation, the association shall deposit with the Treasurer of the United States, lawful money of the United States sufficient to redeem all its outstanding circulation. The Treasurer shall execute duplicate receipts for money thus deposited, and deliver one to the association and the other to the Comptroller of the Currency, stating the amount received by him, and the purpose for which it has been received; and the money shall be paid into the Treasury of the United States, and placed to the credit of such association upon redemption account. Act June 3, 1864, c. 106, §§ 42, 43, 13 Stat. 112. Act July 14, 1870, c. 257, 16 Stat. 274. § 9810. (R. S. § 5223.) Exemption as to an association consolidating with another. An association which is in good faith winding up its business for the purpose of consolidating with another association shall not be required to deposit lawful money for its outstanding circulation; but its assets and liabilities shall be reported by the association with which it is in process of consolidation. Act July 14, 1870, c. 257, 16 Stat. 274. Notes of Consolidation of banks.-Under this section the consolidation of two banks with the comptroller's approbation, whereby one agreed to assume the other's liabilities, and issued its own increased shares to the stockholders of the first bank, was not void as ultra vires. Bonnet v. First Nat. Bank (1900) 60 S. W. 325, 24 Tex. Civ. App. 613. Where a bank consolidated with another, taking all the assets and assuming all the liabilities of the latter, it became a new corporation, whose stockholders were the stockholders of each corporation before consolidation; and hence stockholders of the first bank had no right to the new shares Decisions brought in which increased the capital stock. Id. The owners of two-thirds of the stock of a national bank voted to liquidate it. They organized a new bank, to the exclusion of minority dissenting stockholders of the old bank. The new bank purchased the assets of the old bank through the liquidating committee, consisting of the directors of the old bank. Held, that the transaction did not amount to a consolidation of the two banks, and the minority stockholders were not entitled to a proportionate share of the stock of the new bank. Green v. Bennett (Tex. Civ. App. 1908) 110 S. W. 108. § 9811. (R. S. § 5224, as amended, Act Feb. 18, 1875, c. 80, § 1.) Reassignment of bonds and redemption of notes, etc. Whenever a sufficient deposit of lawful money to redeem the outstanding circulation of an association proposing to close its business has been made, the bonds deposited by the association to secure payment of its notes shall be re-assigned to it, in the manner prescribed by section fifty-one hundred and sixty-two. And thereafter the association and its shareholders shall stand discharged from all liabilities upon the circulating notes, and those notes shall be redeemed at the Treasury of the United States. And if any such bank shall fail to make the deposit and take up its bonds for thirty days after the expiration of the time specified, the Comptroller of the Currency shall have power to sell the bonds pledged for the circulation of said bank, at public auction in New York City, and, after providing for the redemption and cancellation of said circulation and the necessary expenses of the sale, to pay over any balance remaining to the bank or its legal representative. Act June 3, 1864, c. 106, § 42, 13 Stat. 112. Act Feb. 18, 1875, c. 80, § 1, 18 Stat. 320. This section, as enacted in the Revised Statutes, did not contain the provision at the end thereof as set forth here, beginning with the words, “And if any such bank shall fail," etc. Said provision was added by amendment by Act Feb. 18, 1875, c. 80, § 1, cited above. The provisions of this section were made applicable to bonds, other than United States bonds, deposited by National banks for the issue of additional circulating notes authorized by the Aldrich-Vreeland Act of May 30, 1908, c. 229, § 3, by section 4 of that act. See notes under Chapter Two A of this Title. Provisions relating to redeeming circulating notes in the ordinary course of business are set forth in chapter 3 of this Title, "Regulation of the Banking Business." Cited without definite application, Central Nat. Bank v. Life Ins. Co. (1881) 104 U. S. 54, 26 L. Ed. 693; Twin City Bank v. Nebiker (1897) 17 Sup. Ct. 766, 768, 167 U. S. 196, 42 L. Ed. 134; U. S. v. Jewett (C. C. 1897) 84 Fed. 142, 143, affirmed (1900) 100 Fed. 832, 41 C. C. A. 88, 53 L. R. A. 568. § 9812. (R. S. § 5225, as amended, Act Feb. 27, 1877, c. 69, § 1.) Destruction of redeemed notes. Whenever the Treasurer has redeemed any of the notes of an association which has commenced to close its affairs under the five preceding sections, he shall cause the notes to be mutilated and charged to the redemption account of the association; and all notes so redeemed by the Treasurer shall, every three months, be certified to and burned in the manner prescribed in section fifty-one hundred and eighty-four. Act June 3, 1864, c. 106, § 43, 13 Stat. 112. Act Feb. 27, 1877, c. 69, § 1, 19 Stat. 252. This section was amended by Act Feb. 27, 1877, c. 69, § 1, cited above, by striking out, after the words "its affairs under the," the word "six," and substituting therefor the word "five," as set forth here. Provisions relating to the maceration of national bank notes, and repealing so much of R. S. § 5184, ante, § 9723, and this section as provided for the burning of the same were made by Act June 23, 1874, c. 455, § 1, ante, § 6560. The provisions of this section were made applicable to bonds, other than United States bonds, deposited by National banks for the issue of additional circulating notes authorized by the Aldrich-Vreeland Act of May 30, 1908, c. 229, § 3, 35 Stat. 548, by section 4 of that act, 35 Stat. 549. See notes to Chapter Two A of this Title. Schmidt v. U. S. (1904) 133 Fed. 257, § 9813. (R. S. § 5226.) Mode of protesting notes. Whenever any national banking association fails to redeem in the lawful money of the United States any of its circulating notes, upon |