Articles of Incorporation; Advertisement of Articles or Notice of Application; Naming Registered Agent

1. Law
2. Georgia Code
3. Banking and Finance
4. Financial Institutions
5. Banks and Trust Companies
6. Incorporation of Banks and Trust Companies
7. Articles of Incorporation; Advertisement of Articles or Notice of Application; Naming Registered Agent

1. The articles of incorporation shall be signed by each of the incorporators and shall set forth in the English language:
   1. The name of the bank or trust company;
   2. The street address and county where the main office will be located;
   3. For institutions chartered after July 1, 1998, the name of the initial registered agent;
   4. The street address where its initial registered office will be located;
   5. A brief statement of the purpose or purposes for which it is incorporated, that it is incorporated under this chapter, and whether it shall be solely a bank, solely a trust company, or both a bank and trust company;
   6. The term for which it is to exist, which shall be perpetual unless otherwise limited;
   7. The aggregate number of shares which the bank or trust company shall have authority to issue, and:
      1. If the shares are to consist of one class only, the par value of each of the shares; or
      2. If the shares are to be divided into classes, the number of shares of each class, the par value of each share of each class, a description of each class, and a statement of the preferences, redemption provisions, qualifications, limitations, restrictions, and the special or relative rights granted to or imposed upon the shares of each class;
   8. The name, place of residence, and post office address of each incorporator;
   9. The name, occupation, citizenship, place of residence, and post office address of each of the first directors, which number shall not be less than five; and
   10. Any provision not inconsistent with law which the incorporators may choose to insert for the regulation of the internal affairs and business of the bank or trust company.
2. It shall not be necessary to set forth in the articles any of the corporate or operational powers set forth in this chapter.
3. The incorporators shall file with the department the articles, together with the fee required by Code Section 7-1-862. Such filing shall constitute an application for a certificate of incorporation. Immediately upon the filing of the articles, the department shall certify a copy thereof and return it to the applicants, who shall, in conformity with Code Section 7-1-7 and on the next business day following the filing of the articles, transmit for publication a copy of the articles or, in lieu thereof, a statement in substantially the following form:

   "An application for a certificate of incorporation of a (bank, trust company, or bank and trust company) to be known as the __________ and to be located at __________ in __________ County, Georgia, will be made to the Secretary of State of Georgia by (names and addresses of incorporators) in accordance with Chapter 1 of Title 7 of the Official Code of Georgia Annotated, the 'Financial Institutions Code of Georgia.' A copy of the articles of incorporation of such proposed (bank, trust company, or bank and trust company) and the application have been filed with the Department of Banking and Finance. The following persons have been proposed as the initial directors: (names and addresses of proposed directors)." =forme

   to the newspaper which is the official organ of the county where the main office will be located. The articles or statement must be published once a week for two consecutive weeks with the first publication occurring within ten days of receipt by the newspaper of the articles or statement.

4. A registered agent shall be named for each financial institution that is a corporation, and each financial institution shall inform the department and the Secretary of State of its current registered agent.

(Ga. L. 1898, p. 78, §§ 1, 2; Civil Code 1910, §§ 2815, 2816; Ga. L. 1919, p. 135, art. 8, §§ 1-3; Ga. L. 1920, p. 102, § 1; Ga. L. 1927, p. 195, § 7; Ga. L. 1931, p. 156, § 1; Code 1933, §§ 13-901, 13-902, 13-903, 109-101, 109-102; Ga. L. 1935, p. 101, § 1; Ga. L. 1941, p. 312, § 1; Ga. L. 1943, p. 249, § 1; Ga. L. 1952, p. 193, § 1; Ga. L. 1965, p. 501, § 1; Ga. L. 1966, p. 463, § 1; Ga. L. 1966, p. 692, §§ 7-9; Ga. L. 1972, p. 384, § 1; Ga. L. 1972, p. 727, § 1; Code 1933, § 41A-1803, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 1257, § 5; Ga. L. 1998, p. 795, § 15; Ga. L. 2015, p. 344, § 9/HB 184.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1989, "have been filed" was substituted for "has been filed" in the next to last sentence of the form in subsection (c).

Pursuant to Code Section 28-9-5, in 1998, a colon was added at the end of paragraph (a)(7).

JUDICIAL DECISIONS

Writ of mandamus may lie to compel issuance of certificate of incorporation upon compliance with statutory requirements. Manley v. McLendon, 158 Ga. 659, 124 S.E. 138 (1924).

Corporation did not have power to act as trustee.

- Probate court did not err by appointing a successor trustee pursuant to O.C.G.A. §§ 15-9-127 and53-12-170 as even if a corporation had not rejected the trust property, the corporation did not have the power to act as a trustee in Georgia as the corporation had not received approval from the Georgia Department of Banking and Finance to act as a trust company; a county board of commissioners was properly appointed as the successor trustee in spite of the corporation's speculation over a possible future event that might result in a conflict of interest. Chattowah Open Land Trust, Inc. v. Jones, 281 Ga. 97, 636 S.E.2d 523 (2006).

RESEARCH REFERENCES

Am. Jur. 2d.

- 10 Am. Jur. 2d, Banks and Financial Institutions, § 176 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 84 et seq., 18A C.J.S., Corporations, §§ 250 et seq., 323.

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