Effect of Certificate of Incorporation; Permit to Begin Business

  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. Effect of Certificate of Incorporation; Permit to Begin Business

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  1. As of the issuance of the certificate of incorporation by the Secretary of State, the corporate existence of the bank or trust company shall begin and those persons who subscribed for shares prior to filing of the articles, or their assignees, shall be shareholders in the bank or trust company; provided, nevertheless, that the department shall have full authority to regulate and supervise the activities of promoters, incorporators, initially named directors, subscribers for shares, and all persons soliciting offers to subscribe for shares in any bank in formation under this chapter even though the corporate existence of the bank may not have officially begun and the bank in formation shall be considered a "bank" for those purposes. Persons named in the articles of incorporation and approved by the department as initial directors of the bank in formation shall not be considered agents or broker-dealers within the meaning of paragraphs (1) and (3) of Code Section 10-5-2.
  2. The certificate of incorporation shall be conclusive evidence of the fact that the bank or trust company has been incorporated; but proceedings may be instituted by the state to dissolve, wind up, and terminate a bank or trust company in accordance with Code Section 7-1-92 and other applicable provisions of this chapter.
  3. Until receipt of a permit to begin business issued by the department, a bank or trust company shall not transact any business except such business as is incident to its organization or to the obtaining of subscriptions and payment for its shares and other securities.
  4. The department shall issue to a bank or trust company a permit to begin business when:
    1. Capital stock of the bank or trust company shall have been fully paid in, in cash, and in no event in an amount less than the minimum capital stock for banks or trust companies under Code Section 7-1-410, and, in addition, there shall have been paid in:
      1. Paid-in capital in an amount not less than 20 percent of the capital stock; and
      2. The proceeds of subordinated securities, if any, which were considered part of the capital structure of the bank or trust company by the department under Code Section 7-1-419 in giving its approval of the proposed institution;
    2. All of the directors have taken the oath or affirmation required by Code Section 7-1-484;
    3. The bylaws of the bank or trust company have been filed with the department;
    4. The bank or trust company has designated its registered agent and registered office pursuant to Code Section 7-1-132;
    5. The bank or trust company has been organized and is ready to begin the business for which it was incorporated;
    6. All conditions imposed by the department in giving its approval of the proposed bank or trust company under Code Section 7-1-394 have been satisfied; and
    7. The department has received an affidavit signed by the president or secretary and by at least a majority of the directors of the bank or trust company to the effect that all of the foregoing requirements of this subsection have been satisfied.

(Ga. L. 1919, p. 135, art. 8, §§ 7, 8; Code 1933, §§ 13-908, 13-909; Ga. L. 1963, p. 511, §§ 1, 2; Ga. L. 1966, p. 692, §§ 14, 16; Code 1933, § 41A-1807, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 23; Ga. L. 1977, p. 730, § 5; Ga. L. 1987, p. 1586, § 6; Ga. L. 1991, p. 94, § 7; Ga. L. 1998, p. 795, § 17; Ga. L. 2008, p. 381, § 4/SB 358; Ga. L. 2019, p. 828, § 7/HB 185; Ga. L. 2020, p. 493, § 7/SB 429.)

The 2019 amendment, effective July 1, 2019, added "and" at the end of subparagraph (d)(1)(A); deleted former subparagraph (d)(1)(B), which read: "An expense fund in an amount fixed by the department which shall not be less than 5 percent of the capital stock; and"; and redesignated former subparagraph (d)(1)(C) as present subparagraph (d)(1)(B).

The 2020 amendment, effective July 29, 2020, part of an Act to revise, modernize, and correct the Code, revised punctuation near the end of subsection (a).


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