Ga. Comp. R. & Regs. R. 80-7-1-.03 - Approval of a Georgia State Branch, Georgia State Agency, or Georgia State Representative Office

(1) Approval and licensing requirements -

(a) General. Except as otherwise provided in this Rule, a foreign bank shall submit an application to and obtain prior approval from the Department before it:

(i) establishes a Georgia state branch or a Georgia state agency; or

(ii) establishes a Georgia state representative office.

(b) Licensing. A foreign bank must receive a license from the Department to establish a Georgia state branch, Georgia state agency or Georgia state representative office.

(c) Classes of Georgia state offices. Consistent with O.C.G.A. § 7-1-1107, offices of foreign banks in this state shall be divided into classes and ranked in descending order as a:

(i) Georgia state branch;

(ii) Georgia state agency; and

(iii) Georgia state representative office.

Changes to the class of Georgia offices made by a foreign bank shall be made pursuant to and in accordance with O.C.G.A. §§ 7-1-1107 and 7-1-1111, and these rules.

(2) Application procedures for Georgia state branch or Georgia state agency. Without limiting the powers and authority of the Department under O.C.G.A. §§ 7-1-1107, 7-1-1111, 7-1-1112, 7-1-1113 or other applicable law and unless an alternative procedure is set forth in this Rule, an application submitted to the Department under this Rule to establish a Georgia state branch or Georgia state agency shall:

(a) Be in letter format or in an application form specified by the Department;

(b) Be signed and acknowledged by a member of the foreign bank senior management; and

(c) Include and address all requirements in O.C.G.A. § 7-1-1111, including without limitation the foreign bank's notice or application to the FRB, as well as all other information that is requested by the Department.

(3) Standards for approval of Georgia state branches and Georgia state agencies. In reviewing an application by a foreign bank to establish a Georgia state branch or Georgia state agency (including applications under O.C.G.A. § 7-1-1107 and this Rule to change an existing office into a higher class office), the Department shall make the determinations required by O.C.G.A. § 7-1-1113. The Department shall also consider whether the applicant foreign bank maintains a federal branch or federal agency in this state and, if it does so, the Department shall not approve an application to maintain a Georgia state branch or Georgia state agency, as required by O.C.G.A. § 7-1-1115.

(4) Application procedures for Georgia state representative office. Unless an alternative procedure is set forth in this Rule, an application submitted to the Department under this Rule to establish a Georgia representative office shall:

(a) Be in letter format or in an application form specified by the Department;

(b) Be signed and acknowledged by a member of the foreign bank senior management; and

(c) Include and address all requirements in O.C.G.A. §§ 7-1-1131, including without limitation the foreign bank's notice or application to the FRB (if required by the FRB in connection with the office), as well as all other information that is requested by the Department.

(5) Standards for approval of Georgia state representative offices. In reviewing an application by a foreign bank to establish a Georgia state representative office under O.C.G.A. § 7-1-1131, the Department shall make the determinations set forth in this subsection (5). Determinations (a) through (c) shall apply, and determinations (d) through (l) shall not apply, to a foreign bank that is establishing the Georgia state representative office under and in accordance with the FRB's "general consent" authority at 12 CFR part 211. Determinations (a) through (l) shall apply to all other foreign bank applicants for a Georgia state representative office.

(a) The foreign bank engages directly in the business of banking outside of the United States and the FRB has concluded the foreign bank is subject to comprehensive supervision or regulation on a consolidated basis by the home country supervisor or determined that comprehensive supervision or regulation is not required but the foreign bank's application is otherwise subject to approval;

(b) The foreign bank has furnished to the Department the information it needs to act on the application;

(c) The home country supervisor has consented to the proposed establishment of the Georgia state representative office by the foreign bank;

(d) The managerial resources of the foreign bank, including the foreign bank's experience and capacity to engage in international banking, are sufficient to enable the Georgia state representative office to operate in accordance with safe and sound banking practices;

(e) The foreign bank has provided the Department with adequate assurances that the bank will make available to the Department such information on the operations or activities of the foreign bank and any affiliate of the bank that the Department deems necessary to determine and enforce compliance with state law, the International Banking Act, and other applicable federal law;

(f) The foreign bank is in substantial compliance with applicable federal and state law, as determined by the Department;

(g) The financial resources of the foreign bank, including the foreign bank's capital position, projected capital position, profitability, level of indebtedness, and future prospects, are sufficient to enable the Georgia state representative office to operate in accordance with safe and sound banking practices;

(h) The directors, executive officers, and principal shareholders of the foreign bank are qualified by reason of their financial experience, reputation, and integrity and have sufficient banking and other business experience to indicate that they will manage and direct the affairs of the foreign bank in accordance with safe and sound banking practices;

(i) The natural person who shall be in charge of the business and affairs of the Georgia state representative office is of sufficient banking experience, ability, standing, competence, trustworthiness, and integrity to justify a belief that the Georgia state representative office will operate in compliance with state law, the International Banking Act, and other applicable federal law;

(j) The establishment is not otherwise prohibited by applicable federal law;

(k) The foreign bank has sufficient standing to justify a belief the Georgia state representative office will be free from improper or unlawful influence or interference with respect to the operation of the Georgia state representative office in compliance with state law; and

(l) The foreign bank is acting in good faith and the application does not contain a material misrepresentation.

Without limiting this subsection (5), the Department may deny an application for a Georgia state representative office in accordance with O.C.G.A. §§ 7-1-1134. The Department may waive, in whole or in part, any of the determinations listed in this subsection on a case-by-case basis based on the specific facts and circumstances relating to the proposed Georgia state representative office or the foreign bank.

(6) Expedited review. Unless the Department concludes that the filing presents significant supervisory or compliance concerns, or raises significant legal or policy issues, the Department generally processes the following filings under expedited review procedures:

(a) Notification for relocation of a Georgia state branch, Georgia state agency, or Georgia state representative office: When a foreign bank seeks to relocate a Georgia state branch, Georgia state agency, or Georgia state representative office, the foreign bank shall submit a notification not less than 30 days in advance of the proposed date for the relocation. The Department may waive this 30-day period if immediate action is required. The Department also may require an application if the notification raises significant policy or supervisory concerns.

(b) Notification for an additional intrastate Georgia state branch or Georgia state agency or Georgia state representative office: When a foreign bank seeks to establish an additional intrastate Georgia state branch, Georgia state agency or Georgia state representative office, the foreign bank shall submit a notification not less than 30 days in advance of the establishment of the intrastate Georgia branch, agency or representative office. The Department may waive this 30-day period if immediate action is required. The Department also may require an application if the notification raises significant policy or supervisory concerns.

(c) Conversion of federal branch or agency: An application submitted by a highly rated foreign bank to establish a Georgia state branch or Georgia state agency through the conversion of an existing federal branch or federal agency in this state is deemed approved by the Department as of the 30th day after the Department accepts the application, unless the Department notifies the foreign bank prior to that date that the filing is not eligible for expedited review. In performing its review, the Department generally shall apply the standards for state branch and state agency applications under O.C.G.A. § 7-1-1113.

(d) Other expedited filings: Any other application submitted by a highly rated foreign bank may be approved by the Department on an expedited basis as determined by the Department in writing on a case-by-case basis.

(7) After-the-fact approval for acquisitions, mergers, consolidations. Unless otherwise provided by the Department in this Rule or otherwise, a foreign bank proposing to establish a Georgia state branch, Georgia state agency, or Georgia state representative office through the acquisition of, or merger or consolidation with, a foreign bank that has a Georgia state branch, Georgia state agency, or Georgia state representative office, may proceed with the transaction before an application to establish the Georgia state branch, Georgia state agency, or Georgia state representative office has been filed or acted upon, if the applicant:

(a) Gives the Department reasonable advance notice of the proposed acquisition, merger, or consolidation;

(b) Prior to consummation of the acquisition, merger, or consolidation, commits in writing to comply with the Department's application procedures and standards and submits an application within 14 days following the Department's receipt and acceptance of such written commitment, or has already submitted an application; and

(c) Commits in writing to abide by the Department's decision on the application, including a decision up to and including an order to terminate activities of the Georgia state branch, Georgia state agency, or Georgia state representative office.

(8) After-the-fact notice for a highly rated foreign bank. Unless otherwise provided by the Department, a foreign bank proposing to establish a Georgia state branch or Georgia state agency through the acquisition of, or merger or consolidation with, a foreign bank that has a Georgia state branch or Georgia state agency may proceed with the transaction and provide after-the-fact notice to the Department within 14 days of the transaction, if the resulting bank is a highly-rated foreign bank. Notwithstanding the after-the-fact notice contemplated by this paragraph, the resulting bank shall provide such information as requested by the Department following the Department's receipt of the after-the-fact notice, and shall abide by any subsequent Department orders with respect to the transaction, up to and including an order to terminate activities of the Georgia state branch, Georgia state agency or Georgia state representative office.

(9) Procedures for approval. The Department reserves the right to adopt materially different procedures for a particular filing or class of filings subject to this Rule, as determined by the Department in writing on a case-by-case basis or in accordance with procedures published by the Department.

(10) Other applications accepted. The Department may accept an application or other filing submitted to the FRB or another U.S. Government or state agency that covers the proposed activity or transaction and contains substantially the same information as required by the Department.

Notes

Ga. Comp. R. & Regs. R. 80-7-1-.03

O.C.G.A. §§ 7-1-61; 7-1-1109.

Original Rule entitled "Applications and Registrations." was filed on October 15, 1981; effective November 4, 1981. Amended: New title, "Approval of a Georgia State Branch, Georgia State Agency, or Georgia State Representative Office." F. Dec. 20, 2024; eff. Jan. 9, 2025.