O.C.G.A. § 7-9-11.4 — Merger or consolidation 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: (1) 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 speciﬁed by the department; (2) Applicable fees established by regulation of the department to defray the expenses of the investigation required by Code Section 7-9-11.5; and (3) If the merger or consolidation involves the adoption of a new 825 7-9-11.4 BANKING AND FINANCE 7-9-11.5 name, a certiﬁcate issued by the Secretary of State reserving such name under Code Section 7-1-131. History. Code 1981, § 7-9-11.4, enacted by Ga. L. 2016, p. 390, § 4-1/HB 811. 7-9-11.5. Merger or consolidation investigation; requirements and procedure. (a) 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: (1) The articles of merger or consolidation and supporting items satisfy the requirements of this chapter; (2) The merger or consolidation plan and any modiﬁcation thereof adequately protect the interests of creditors and shareholders; (3) The requirements for a merger or consolidation under all applicable laws have been satisﬁed and the resulting merchant acquirer limited purpose bank would satisfy the applicable requirements of this chapter; and (4) The merger or consolidation would not adversely impact the merchant acquirer limited purpose bank, entities engaged in merchant acquiring activities or settlement activities, or the payment card network. In making such a determination, the department will take into consideration competitive, ﬁnancial, managerial, safety and soundness, compliance, and other concerns with respect to the merger or consolidation plan and all parties. (b) Within 90 days after receipt of the articles of merger or consolidation and the ﬁlings required by Code Section 7-9-11.4 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 such 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 7-9-11.6, the department shall provide written notice of its approval along with a copy of the articles of merger or consolidation to the Secretary of State. The department shall provide parties to the merger or consolidation plan written notice of its decision and, in the event of disapproval, a general statement of explanation for its decision. The decision of the department shall be conclusive; provided, however, that such decision may be subject to judicial review as provided for in Code Section 7-1-90. 826 7-9-11.5 MERCHANT ACQUIRER LIMITED PURPOSE BANK 7-9-11.7 History. Code 1981, § 7-9-11.5, enacted by Ga. L. 2016, p. 390, § 4-1/HB 811. 7-9-11.6. Certiﬁcate of merger or consolidation.