§ 7-9-11.1. Merger or Consolidation of Limited Purpose Bank; Compliance With Provisions of Chapter 9
Merchant acquirer limited purpose banks may merge or consolidate upon compliance with the requirements of this chapter and other applicable laws and regulations. A corporation other than a merchant acquirer limited purpose bank may be merged into or may be consolidated with a merchant acquirer limited purpose bank, provided that: The resulting institution of the […]
§ 7-9-11.2. Terms and Conditions of Merger or Consolidation
The parties to a merger or consolidation of a merchant acquirer limited purpose bank shall: Adopt a plan stating the method, terms, and conditions of the merger or consolidation, including the rights under the plan of the shareholders of each of the parties and any agreement concerning the merger or consolidation. Such plan shall specify: […]
§ 7-9-11.3. Notice of Merger or Consolidation; Filing
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. The articles of merger or consolidation […]
§ 7-9-11.4. Parties to Merger or Consolidation Plan to File Application; Requirements
In addition to the filing of articles of merger and consolidation under Code Section 7-9-11.3, the parties to a merger or consolidation plan shall also file with the department: An application including any information desired by the department in order to evaluate the proposed merger or consolidation, which shall be made available in the form […]
§ 7-9-11.5. Investigation of Merger or Consolidation Plan; Approval or Disapproval
Upon receipt of the articles of merger or consolidation and the filings required by Code Section 7-9-11.4, the department shall conduct such investigation as it may deem necessary to ascertain whether: The articles of merger or consolidation and supporting items satisfy the requirements of this chapter; The merger or consolidation plan and any modification thereof […]
§ 7-9-11.6. Issuance of Certificate of Merger or Consolidation
Upon payment of all required taxes, fees, and charges, the Secretary of State shall issue to any resulting merchant acquirer limited purpose bank a certificate of merger or consolidation with the approved articles of merger or consolidation attached thereto, provided that the name of the resulting merchant acquirer limited purpose bank in a merger or […]
§ 7-9-11.7. Certificate Effective Upon Issuance by Secretary of State; Evidence of Satisfactory Performance; Effect of Merger
A merger or consolidation of a merchant acquirer limited purpose bank shall become effective upon the issuance of a certificate of merger or consolidation by the Secretary of State. A certificate of merger or consolidation shall be conclusive evidence of satisfactory performance of all conditions precedent to a merger or consolidation and of the existence […]
§ 7-9-11.8. Rights and Remedies of Shareholders
A shareholder of a merchant acquirer limited purpose bank which is a party to a plan of proposed merger or consolidation under this chapter who objects to such plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14, known as the “Georgia Business Corporation […]
§ 7-9-12. Limitations on Depositors and Deposit-Taking Activities; Deposit Insurance; Self-Acquiring Activities Not Permitted
A merchant acquirer limited purpose bank shall only accept deposits from a corporation that owns a majority of the shares of the merchant acquirer limited purpose bank. A merchant acquirer limited purpose bank shall not operate in any manner that attracts depositors from the general public, and no deposit shall be withdrawn by the depositor […]
§ 7-9-12.1. Treatment of Merchant Funds
All merchant funds shall constitute a trust fund until paid to the individual merchant. A merchant acquirer limited purpose bank shall have a fiduciary duty to preserve and account for merchant funds, and merchant acquirer limited purpose banks shall be liable for merchant funds. All merchant funds shall be deposited immediately by the merchant acquirer […]