A reorganization of a bank or consolidation of banks can take place only under statutory authority. The national bank act permits the reorganization of a state bank into a national bank.1 The new national bank is the same corporation under another name.2 The new bank may sue on a claim or prosecute an appeal of the old bank.3 The national bank is liable for all the liabilities of the state bank out of which it was reorganized.4 There is no closing of the business of a state bank under such a reorganization, so as to release it under a statute on bills not presented within six years.5 But the corporate existence of a former state bank ceases on the expiration of three years from its reorganization, its existence as a national bank having also expired.6 The liability on a continuing guaranty continues in favor of the new national bank.7 The new bank is liable for the costs of a scire facias, although it was properly issued on a judgment in favor of the old bank in the name of that bank.8 But rights of the state over the bank, such as to require a payment of a bonus upon its business, cease upon reorganization.9 When a national bank is reorganized into a state bank, all property rights of the national bank pass to the new state bank,10 and when one national bank is reorganized into another national bank it is liable for deposits in the old bank,11 and special deposits of bonds recognized by the payment of interest on the bonds by the bank become special deposits in the new bank.12 In case of such a change, where the affairs of the former bank were liquidated, and all but one stockholder has taken part in the organization of the new bank, the omitted stockholder having accepted dividends from assets of the old bank cannot claim to be a stockholder in the new one.13 Similarly where a state savings association is reorganized into another state bank, those depositors who took stock in the new bank for their deposits and participated in the new bank are estopped from saying that their subscription to the stock of the new bank was conditional upon all the depositors taking stock in the new bank for their deposits.14 A defect in the reorganization under a new charter cannot be set up by a debtor to the old bank against his liability.15 If the reorganization consists in a liquidation of the affairs of the old bank, even though the new bank with the same name as the old, and with generally the same stockholders, receives bills of the old bank and pays them out, the new bank does not become responsible for all the bills of the old bank,16 but simply those very notes which were received.17 A depositor in the old bank does not release it, unless he consents to the change.18 Nor does a corporation formed by the consolidation of a bank with another corporation, where trustees are appointed to wind up the affairs of the bank, become liable by the act of consolidation for the debts of the bank without some express assumption of the debts.19

12 National Bank v. Onondaga Co. Bank, 7 Hun, 549.

13 Even where the statute dissolves the corporation the affairs thereof must be wound up under the direction of a court unless the act lodges that duty in certain persons.

14 This, of course, ends the corporate existence, unless it be continued for certain purposes.

15 Hayden v. Bank of Syracuse, 15 N. Y. Supp. 48; Hodgson v. Mo-Kinstrey, 3 Kan. App. 412. But there was no dissolution in this case.

16 Bank of U. S. v. McLaughlin, 2 Cranch, C. C. 20. 1 See Sec. 20, ante.

2 Coffey v. National Bank, 46 Mo. 140.

3Atlantic Nat. Bank v. Harris. 118 Mass. 147; Claflin v. Farmers' Bank, 54 Barb. 228.

4 Kelsey v. National Bank, 69 Pa. 426.

5 Metropolitan Nat. Bank v. Clag-gett. 141 U. S. 520, 125 N. Y. 729. It is not a payment for its stock. Maynard v. Mechanics' Nat. Bank, 1 Brewst. 483.

6 Hayden v. Bank of Syracuse, 15 N. Y. Supp 48. See Sec. 20, ante. But under 22 Stat 167, Sec. 7, a national bank does not cease to be able to sue and to be suable until its affairs are settled. Farmers' Nat Bank v. Backus, 77 N. W. R. 142 (Minn.).

7 City Bank v. Philips, 86 N. Y. 484

8 Thomas v. Farmers' Bank, 46 Md.43.

9 State v. National Bank, 33 Md. 75. The conversion of state into national banks was strongly op-posed because the state derived a large benefit in some instances from those banks. Until the national banking law was supplemented by the state bank tax, there was little success in the national banking act.

10 First Comm. Bank v. Talbert, 103 Mich. 625.

11 Eaves v. Exchange Bank, 79 Mo. 182.

12 First Nat. Bank v. Strang, 28 I11. App. 325.

13First Nat. Bank v. Marshall, 26 111. App. 440.

14 Dallemand v. Odd Fellows' Sav. Bank, 74 Cal. 598.

15 Spahr v. Farmers' Bank, 94 Pa. 434. This was a case of an original usurious note taken up by renewals, which passed to the new bank. The indorser was not permitted to plead the usury of the old against the new bank.