Application; fees; minimum number of employees

(a) A corporation that seeks to be chartered shall file an application with the department and shall pay applicable fees established by regulation of the department to defray the costs of the investigation and review of the application. (b) The department shall, by regulation, prescribe annual examination fees, charter fees, registration fees, and supervision fees to be paid by each merchant acquirer limited purpose bank. In addition, the department may, by regulation, prescribe reasonable application and related fees, special investigation fees, hearing fees, and fees to provide copies of any book, account, report, or other paper filed in its office or for 810 7-9-5 any certification thereof or for processing any papers as required by this title. The department, in its discretion, may require the payment of such fees in any manner deemed to be efficient, including collection through automated clearing-house arrangements or other electronic means, so that the state receives funds no later than the date the payment is required to be made. The department is authorized to net the fees authorized in this subsection to recover any costs incurred by the department related to any investigation or examination of a merchant acquirer limited purpose bank. (c) The merchant acquirer limited purpose bank shall have, within one year after the date it begins operations, no fewer than 50 employees located in this state devoted to merchant acquiring activities; provided, however, that a merchant acquirer limited purpose bank may contract with an eligible organization for the performance of merchant acquiring activities, settlement activities, or any of the other services identified in paragraph (8) of Code Section 7-9-2, and when a merchant acquirer limited purpose bank enters into such contracts with an eligible organization for merchant acquiring activities, settlement activities, or any other services identified in paragraph (8) of Code Section 7-9-2, the minimum number of employees in this state shall be determined by the commissioner at a level to assure the continued and substantive presence of the merchant acquirer limited purpose bank in this state for the purpose of conducting its corporate affairs and operations. If a merchant acquirer limited purpose bank contracts with an eligible organization that is an affiliate of the merchant acquirer limited purpose bank, the commissioner shall consider the eligible organization’s or its parent’s, affiliates’, or subsidiaries’ employees engaged on behalf of the merchant acquirer limited purpose bank as employees of the merchant acquirer limited purpose bank for purposes of complying with this subsection. History. Code 1981, § 7-9-4, enacted by Ga. L. 2012, p. 43, § 1/HB 898; Ga. L. 2015, p. 344, § 36/HB 184; Ga. L. 2020, p. 493, § 7/SB 429; Ga. L. 2024, p. 354, § 1-39/HB 876, effective July 1, 2024. Amendments. The 2024 amendment, effective July 1, 2024, in subsection (c), substituted “be- gins operations” for “receives its charter” near the beginning and substituted “paragraph (8)” for “paragraph (4)” twice near the middle. 7-9-5. Articles of incorporation; filing; publication; registered agent; administration by board of directors. (a) A merchant acquirer limited purpose bank shall have articles of incorporation signed by the incorporator and shall set forth in the English language: 811 7-9-5 (1) The name of the merchant acquirer limited purpose bank; (2) The street address and county where the main office will be located; (3) The name of the initial registered agent; (4) The street address where its initial registered office will be located; (5) A statement that “This corporation is subject to the ‘Georgia Merchant Acquirer Limited Purpose Bank Act’” or “This limited liability company is subject to the ‘Georgia Merchant Acquirer Limited Purpose Bank Act,’” as applicable; (6) The aggregate number of shares which the merchant acquirer limited purpose bank shall have authority to issue, and: (A) If the shares are to consist of one class only, the par value of each of the shares; or (B) If the shares are to be divided into classes, the number of shares of each class, the par value of each share of each class, a description of each class, and a statement of the preferences, redemption provisions, qualifications, limitations, restrictions, and the special or relative rights granted to or imposed upon the shares of each class; (7) The term for which the merchant acquirer limited purpose bank is to exist, which shall be perpetual unless otherwise limited; and (8) Any provision not inconsistent with law which the incorporators may choose to include for the regulation of the internal affairs and business of the merchant acquirer limited purpose bank. (b) It shall not be necessary to set forth in the articles of incorporation any of the corporate or operational powers set forth in this chapter. (c) The applicant shall file with the department the articles of incorporation, together with any fee required by the department. Such filing shall constitute an application for a charter and approval to operate as a merchant acquirer limited purpose bank. Immediately upon the filing of the articles of incorporation, the department shall certify a copy of the articles and return it to the applicant, who shall, in conformity with Code Section 7-1-7 and on the next business day following the filing of the articles, transmit for publication in the newspaper which is the official organ of the county where the merchant acquirer limited purpose bank will be located a copy of the articles or, in lieu thereof, a statement that reads substantially as follows: “An application for a charter to operate as a merchant acquirer limited purpose bank to be known as the and to be located 812 7-9-5.1 at in County, Georgia, will be made to the Secretary of State of Georgia in accordance with Chapter 9 of Title 7 of the Official Code of Georgia Annotated, the ‘Georgia Merchant Acquirer Limited Purpose Bank Act.’ A copy of the charter documents of the proposed merchant acquirer limited purpose bank and the application have been filed with the Department of Banking and Finance.” The articles of incorporation or the statement shall be published once a week for two consecutive weeks with the first publication occurring within ten days of receipt by the newspaper of the articles of incorporation or statement. (d) Each merchant acquirer limited purpose bank shall name a registered agent and inform the department and the Secretary of State of its current registered agent. (e) The administration of business and affairs of a merchant acquirer limited purpose bank shall be the responsibility of a board of directors consisting of at least three directors, a majority of whom shall be residents of this state. Upon request by a merchant acquirer limited purpose bank, the department may waive or reduce the requirement that a majority of the directors be residents of this state. History. Code 1981, § 7-9-5, enacted by Ga. L. 2012, p. 43, § 1/HB 898; Ga. L. 2015, p. 344, § 37/HB 184; Ga. L. 2024, p. 354, § 1-40/HB 876, effective July 1, 2024. Amendments. The 2024 amendment, effective July 1, 2024, added “or ‘This limited liability company is subject to the “Georgia Mer- chant Acquirer Limited Purpose Bank Act,”’ as applicable” at the end of paragraph (a)(5); in subsection (c), substituted “charter documents” for “articles of incorporation” in the second paragraph and substituted “shall” for “must” in the third paragraph; and added the second sentence in subsection (e). 7-9-5.1. Meetings.