Purchase, Redemption, and Convertibility of Shares and Debt Securities

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Banks and Trust Companies
  6. Financial Structure
  7. Purchase, Redemption, and Convertibility of Shares and Debt Securities

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  1. Any preferred shares subject to redemption shall be redeemable only pro rata or by lot or by such other equitable method as is selected by the board of directors, except as otherwise provided in the articles.
  2. With the written approval of the department and the votes of directors and shareholders required to authorize an increase in the capital stock of the institution under Code Section 7-1-511:
    1. Preferred stock may be convertible to common stock; and
    2. Subordinated securities may be convertible to common stock.
  3. With the written approval of the department and a resolution of the board of directors, a bank or trust company may acquire issued shares of its own common stock, which will then be considered treasury shares. The department shall consider whether the acquisition has a legitimate corporate purpose, whether any capital impairment would result, and whether the price of the shares reflects fair market value.

(Code 1933, § 13-912, enacted by Ga. L. 1966, p. 590, § 3; Ga. L. 1968, p. 1045, § 1; Ga. L. 1969, p. 958, § 1; Code 1933, § 41A-1905, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1999, p. 674, § 8; Ga. L. 2018, p. 214, § 7/HB 780.)

The 2018 amendment, effective May 3, 2018, substituted "department and a resolution of the board of directors," for "department, a resolution of the board of directors, and a two-thirds' affirmative vote of the shares entitled to vote," in the first sentence of subsection (c). See Editor's notes for applicability.

Editor's notes.

- Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: "It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018."

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 211, 276.

C.J.S.

- 18A C.J.S., Corporations, § 257 et seq.


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