Voluntary Dissolution Prior to Commencement of Business; Failure to Properly File Articles of Dissolution; Power of Department to Seek Dissolution

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Provisions Applicable to Department of Banking and Finance and Financial Institutions Generally
  6. Permissive Closing Days, Emergency Closings, Business Restrictions, and Voluntary Liquidations
  7. Voluntary Dissolution Prior to Commencement of Business; Failure to Properly File Articles of Dissolution; Power of Department to Seek Dissolution

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  1. A financial institution which has not transacted any business as a financial institution other than organizational business may propose to dissolve by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes which all shareholders are entitled to cast on the plan and by delivering to the department articles of dissolution which shall be executed by two duly authorized officers or shareholders under the seal of the financial institution and which shall contain:
    1. The date of incorporation of the financial institution;
    2. A statement that it has not transacted any business as a financial institution other than organizational business;
    3. A statement that all liabilities of the financial institution have been paid or provided for;
    4. A statement that all amounts received on account of capital stock and paid-in capital, less amounts disbursed for expenses, have been returned to the persons entitled thereto; and
    5. The number of shares entitled to vote on the dissolution and the number of shares voted for and against it, respectively.
  2. The articles of dissolution shall be delivered to the department together with the filing fee required by Code Section 7-1-862. If the department is satisfied that the financial institution has not conducted any business other than organizational business and if it finds that the articles of dissolution satisfy the requirements of this chapter, it shall deliver them with its written approval to the Secretary of State and notify the financial institution of its action. If the department shall disapprove the articles of dissolution, it shall give written notice to the financial institution of its disapproval and a general statement of the reasons for its decision. The decision of the department shall be conclusive, except as it may be subject to judicial review under Code Section 7-1-90.
  3. If the department determines that a financial institution has not conducted any business other than organizational business and if articles of dissolution satisfying the requirements of this chapter are not delivered to the department together with the filing fee as required by Code Section 7-1-862, the department may make written demand upon the financial institution to immediately provide articles of dissolution or to provide cause why such dissolution should not be pursued directly by the department. If the financial institution fails to provide articles of dissolution as required within 60 days from the date of demand by the department, the department may seek dissolution of the financial institution in organization directly from the Secretary of State's office.

(Code 1933, § 41A-502, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 13; Code 1933, § 41A-504, as redesignated by Ga. L. 1978, p. 1714, § 3; Ga. L. 1993, p. 917, § 1; Ga. L. 2011, p. 518, § 2/HB 239; Ga. L. 2015, p. 344, § 7/HB 184; Ga. L. 2019, p. 828, § 3/HB 185.)

The 2019 amendment, effective July 1, 2019, substituted "capital stock and paid-in capital," for "capital stock, paid-in capital, and expense fund," in paragraph (a)(4).

RESEARCH REFERENCES

Am. Jur. 2d.

- 11 Am. Jur. 2d, Banks and Financial Institutions, §§ 1020, 1182.

C.J.S.

- 9 C.J.S., Banks and Banking, § 593 et seq.


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