§ 7-1-534. Approval or Disapproval by Department; Resulting Bank or Trust Company Not Chartered by Department

1. Upon receipt of the articles of consolidation, share exchange, or merger and the filings required by Code Section 7-1-533, the department shall conduct such investigation as it may deem necessary to ascertain whether:
   1. The articles of merger, share exchange, or consolidation and supporting items satisfy the requirements of this chapter;
   2. The plan and any modification thereof adequately protect the interests of depositors, other creditors, and shareholders;
   3. The requirements for a merger, share exchange, or consolidation under all applicable laws have been satisfied and the resulting bank or trust company or the acquired bank or trust company in a share exchange would satisfy the requirements of this chapter applicable to it; and
   4. The merger, share exchange, or consolidation would be consistent with adequate and sound banking or fiduciary practice and in the public interest on the basis of:
      1. The financial history and condition of the parties to the plan;
      2. The proposed business plan; and
      3. The character of their management.
      4. File with the department and the Secretary of State a certificate of the approval of the merger or consolidation by the appropriate regulator.
2. Within 90 days after receipt of the articles of merger, share exchange, or consolidation, the notice of merger or share exchange, and the filings required by Code Section 7-1-533, or within an additional period of not more than 30 days after an amendment to the application is received within the initial 90 day period, the department shall, in its discretion, approve or disapprove the articles on the basis of its investigation and the criteria set forth in subsection (a) of this Code section. Except as provided in Code Section 7-1-535, the department shall give the Secretary of State written notice of its approval with a copy of the articles of merger, share exchange, or consolidation and a copy of the notice of merger or share exchange attached. The department shall also give the parties to the plan written notice of its decision and, in the event of disapproval, a statement in general of the reasons for its decision. The decision of the department shall be conclusive, except that it may be subject to judicial review as provided in Code Section 7-1-90.
3. 1. If a merger or consolidation would result in a bank or trust company that would not be chartered by the department, prior to the consummation of the merger or consolidation, the bank or trust company shall:
   2. Upon receipt of written confirmation from the department that the requirements of this subsection have been satisfied, each party to the merger or consolidation, except the resulting bank or trust company, shall cease to exist as a separate entity, as provided in subsection (c) of Code Section 7-1-536, and its articles shall automatically terminate.

(A) Notify the department of the proposed merger or consolidation;

(B) Provide such evidence of the adoption of the plan of merger or consolidation as the department may request;

(C) Notify the department of any abandonment or disapproval of the plan of merger or consolidation; and

History. Code 1933, § 41A-2405, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 1257, § 14; Ga. L. 1995, p. 673, § 21; Ga. L. 1996, p. 6, § 7; Ga. L. 2007, p. 502, § 8/SB 70; Ga. L. 2021, p. 323, § 10/HB 111.

The 2021 amendment, effective July 1, 2021, substituted “The proposed business plan; and” for “Their prospects;” in subparagraph (a)(4)(B); substituted a period for “; and” at the end of subparagraph (a)(4)(C); deleted former subparagraph (a)(4)(D), which read: “The convenience and needs of the area primarily to be served by the resulting institution, or by the acquiring corporation and the acquired bank or trust company in a share exchange.”; and added subsection (c).

Cross references.

Requirement that department approve change in control of financial institutions generally, § 7-1-231 .