(For Effective Date, See note.) Authority to Merge or Consolidate; Merger, Consolidation, or Share Exchange Across State Lines; Required Provisions of the Merger Plan

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Banks and Trust Companies
  6. Merger and Consolidation of State Banks and Trust Companies
  7. (For Effective Date, See note.) Authority to Merge or Consolidate; Merger, Consolidation, or Share Exchange Across State Lines; Required Provisions of the Merger Plan

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  1. (For effective date, see note.) Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, banks or trust companies may merge or consolidate, provided that a trust company may merge or consolidate with a bank that is authorized to exercise trust powers so long as the resulting institution is a bank. Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, a corporation other than a bank or trust company may acquire all of the outstanding shares of one or more classes or series of one or more banks or trust companies through a share exchange.
  2. A corporation other than a bank or trust company may be merged into or consolidated with, or may enter into a share exchange with, a bank or trust company, provided that:
    1. The resulting institution of the merger or consolidation is a bank or trust company;
    2. The resulting institution of the merger or consolidation, or the acquired bank or trust company in a share exchange, holds only assets and liabilities and is engaged only in activities which may be held or engaged in by a bank or trust company; and
    3. The merger, share exchange, or consolidation is not otherwise unlawful.
  3. A merger, share exchange, or consolidation pursuant to subsection (b) of this Code section shall be made by compliance with the requirements of this part. Title 14 shall not be applicable to such a merger, share exchange, or consolidation.
  4. A merger, share exchange, or consolidation across state lines involving one or more banks or trust companies shall also be subject to the provisions of Part 20 of this article.
  5. In the case of a merger of a Georgia state bank with any other bank or banks, with the Georgia bank as the resulting bank, any assets, lines of business, activities, or powers which may accrue to the resulting bank which would not be allowed for a Georgia state bank shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3, the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time, to be determined by the department.
  6. As used in this part, the term "share exchange" means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with this part.
  7. Subject to the provisions of this part, this Code section does not limit the power of a corporation other than a bank or trust company to acquire all or part of the shares of one or more classes or series of a bank or trust company through a voluntary exchange of shares or otherwise.

(Ga. L. 1919, p. 135, art. 13, § 1; Code 1933, § 13-1401; Ga. L. 1973, p. 278, § 1; Code 1933, § 41A-2401, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1996, p. 848, § 8; Ga. L. 1997, p. 485, § 17; Ga. L. 2000, p. 174, § 11; Ga. L. 2001, p. 970, § 5; Ga. L. 2003, p. 843, § 6; Ga. L. 2007, p. 502, § 4/SB 70; Ga. L. 2016, p. 390, § 2-7/HB 811; Ga. L. 2020, p. 320, § 4/HB 781.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1996, "article" was substituted for "chapter" in subsection (d).

Law reviews.

- For article, "Business Associations," see 53 Mercer L. Rev. 109 (2001).

OPINIONS OF THE ATTORNEY GENERAL

Former Code 1933, § 41A-2401 (see now O.C.G.A. § 7-1-530) clearly had the effect of modifying pro tanto former Code 1933, § 22-1006 (see now O.C.G.A. § 14-2-1108): in cases of clear conflict between statutes the later repeals the earlier by implication. Moreover, even if the two had been enacted together, § 41A-2401 would control former § 22-1006 because it is the more specific provision. 1978 Op. Att'y Gen. No. 78-36.

RESEARCH REFERENCES

Am. Jur. 2d.

- 10 Am. Jur. 2d, Banks and Financial Institutions, §§ 191 et seq., 234.

C.J.S.

- 9 C.J.S., Banks and Banking, §§ 158 et seq., 657.


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