Ga. Comp. R. & Regs. R. 80-1-1-.08 - Procedures for Other Transactions, Applications and Notices
(1) Conversion to
state-chartered bank. A meeting with the Department should precede filing a
letter form application, which application should include all of the
information requested in the Applications Manual.
(2) Reserved.
(3) Mergers. The procedure for approval of a
merger involves the filing of a letter application to the Department and, if a
state bank is the surviving financial institution, the publication of Articles
of Merger.
(4) Change in Control:
(a) A letter form notification to the
Department is required, together with a copy of any federal filing.
(b) The board of directors of the financial
institution subject to a change in control shall be notified of the filing of
the notice with the Department unless the individuals involved request that
such notice be withheld and, in the opinion of the Department, they give a
valid reason for withholding such notice.
(5) Fiduciary Powers. A full application as
detailed in the Applications Manual is required for exercise of full trust
powers. Exercise of limited trust services and a single trust service requires
a letter form application. Request to perform a single trust service may be
expedited. No publication is required.
(6) Creation and Operation of a Subsidiary of
a Bank. O.C.G.A. §§
7-1-261,
7-1-262, and
7-1-288 provide for the ability of
a bank to exercise powers incidental to banking and to create a separate
subsidiary to effect such powers as may be financial in nature, incidental or
complementary to the provision of financial services, subject in most cases to
certain investment limitations. A letter form application to create or acquire
a subsidiary shall describe the activity, how it relates to the business of
banking and finance, and what protections will be in place to deal with any
associated risks. An application to create and operate a subsidiary of a bank
can be expedited if the requirements of Rule
80-1-1-.10 are satisfied.
(7) Relocation and Simultaneous Redesignation
of two or more banking locations.
(a)
Definitions:
(i) Relocation. The location of
an existing banking location is to be moved to a new or additional location
which is to be constructed, purchased or leased within the same immediate
vicinity of the existing branch.
(ii) Redesignation. Where two existing bank
locations exchange their designations, a redesignation occurs. Under a
redesignation, a branch office becomes the main office and the main office, if
it is not closed, becomes a branch office.
(b) Procedure for a Relocation. A bank
meeting the qualifying criteria for expedited processing in paragraph (1) of
Rule 80-1-1-.10 may
submit a letter form notification to relocate an existing banking location. The
approval to relocate an existing banking location under the notice procedure
will be effective at the earlier of: an approval letter from the Department, or
10 business days from the date of acknowledged receipt. In the event the bank
does not qualify for expedited processing, a form application should be
submitted to the Department, which will normally be processed within 30 days
from receipt of a completed application. All relocations should include a
notice to customers posted in a conspicuous place of the affected banking
location as well as on the bank's website at least 30 days before relocating.
In addition, if any relocation proposal involves relocation of the bank's main
office, additional procedures such as amendment of the bank's Articles of
Incorporation may apply.
(c)
Procedure for a Redesignation. Upon receipt of a letter form request setting
forth the details of the proposed redesignation, the Department will review and
process such request within seven (7) days. In the event the bank intends on
closing the former main office as part of a redesignation, then the closing
procedures for a bank location must be followed.
(8) Changes in Capital Structure involving
Stock Redemption and Conversions. O.C.G.A. §§
7-1-414 and
7-1-419 should be consulted. A
complete letter form application describing the transaction should be acted
upon within 10 business days of receipt.
(9) Letter form applications are required for
the following other activities of banks.
(a)
Name reservation and permission is treated in O.C.G.A. §§
7-1-130,
7-1-131,
7-1-242, and
7-1-243. The Department may approve
a name for a bank holding company that is not distinguishable on the records of
the Secretary of State from the name of a deposit taking financial institution
wholly owned by that bank holding company. If such bank holding company
subsequently sells the bank with a similar name the bank holding company may
retain its name only if the subject bank's name is no longer in use.
(b) Amendment of Articles of Incorporation.
Part 13 of Article 2 of Title 7. Required publication shall be made in the
official organ of the county where the main office of the institution is
located.
(10) A bank that
meets the criteria in Rule
80-1-1-.10 and that wishes to invest
in shares of stock of a bank engaged in providing banking or other financial
services to depository financial institutions, which bank's ownership consists
primarily of such depository financial institutions, may do so by filing a
notice with the Department fully describing the transaction at least 10 days
before such investment is made;
(11) A bank that meets the criteria in Rule
80-1-1-.10 and that wishes to invest
in shares of stock of a bank service corporation created to provide support
services for one or more financial institutions may take advantage of expedited
processing as provided in the Department's Applications Manual.
(12) Opening and closing of a representative
office. Prior to opening a representative office, a Georgia state-chartered
bank, bank holding company, or subsidiary of a bank or bank holding company
must register the location with the Department by filing a letter form
registration with the Department. Prior to closing a representative office, a
bank, bank holding company, or subsidiary of a bank or bank holding company
must post notice of the closing at such location at least 30 days in advance of
the intended closure. The bank, bank holding company, or subsidiary of a bank
or bank holding company must also disclose the fact of the closure on its
website at least 30 days in advance of the intended closure and such notice
shall be posted for at least 30 consecutive days. Within two days of providing
the notice, the bank, bank holding company, or subsidiary of bank or bank
holding company must forward to the Department a copy of the notice posted at
the representative office as well as the disclosure contained on its website to
the Department.
Notes
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