Notice of Merger or Consolidation; Filing

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Georgia Merchant Acquirer Limited Purpose Bank
  5. Notice of Merger or Consolidation; Filing

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  1. Upon adoption of the plan of merger or consolidation as provided in Code Section 7-9-11.2, parties to a merger or consolidation shall file with the department articles of a merger or consolidation pursuant to the requirements of this Code section together with the fee required by Code Section 7-1-862.
  2. The articles of merger or consolidation shall be signed by two duly authorized officers of each party to a merger or consolidation plan under their respective seals and shall contain:
    1. The names of parties to a merger or consolidation plan and the name of the resulting merchant acquirer limited purpose bank;
    2. The street address and county location of the main office and registered agent and office of each party;
    3. The votes by which the merger or consolidation plan was adopted, a copy of the notice of each meeting held in connection with such adoption, and the time and place such meeting or meetings were held;
    4. The names and addresses of the initial directors of the resulting merchant acquirer limited purpose bank;
    5. In the case of a merger, any amendments to the articles of the resulting merchant acquirer limited purpose bank;
    6. In the case of a consolidation, the requirements for articles of a new merchant acquirer limited purpose bank as provided for by paragraphs (4) through (8) of subsection (a) of Code Section 7-9-5; and
    7. The merger or consolidation plan.
  3. Together with the articles of merger or consolidation, parties to a merger or consolidation shall deliver to the department a copy of the notice of merger or consolidation and an undertaking, which may appear in the articles of merger or consolidation or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such merchant acquirer limited purpose bank, that the request for publication of a notice of filing the articles of merger or consolidation and payment therefor will be made as required by subsection (d) of this Code section.
  4. No later than the next business day after filing the articles of merger or consolidation with the department, parties to a merger or consolidation shall transmit for publication, to the publisher of a newspaper which is the official organ of the county where the main office of each party is located, a notice which shall contain a statement that the articles of merger or consolidation have been filed with the department, the names of entities which are parties to the proposed merger or consolidation, and, in the case of a merger, the proposed name of the surviving merchant acquirer limited purpose bank. The parties shall include in the notice a designated location where a copy of the articles of merger or consolidation may be examined. Such notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper.
  5. In the event a merger or consolidation plan is amended as provided for in Code Section 7-9-11.2, parties shall promptly file with the department an amendment to the articles of consolidation or merger reflecting such amendment of the merger or consolidation plan.

(Code 1981, §7-9-11.3, enacted by Ga. L. 2016, p. 390, § 4-1/HB 811.)


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