O.C.G.A.
O.C.G.A.

O.C.G.A. § 7-1-415 (2019)

Consideration for shares

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) Except as provided in subsection (b) of this Code section and in the case of a distribution of shares under subsection (e) of Code Section 7-1-488 or incident to a merger, consolidation, or other corporate reorganization or rehabilitation authorized by this chapter, shares of a bank or trust company may be issued only for cash in an amount which shall be at least the aggregate par value of the share, unless otherwise approved by the department with the demonstration of good cause.

(b) Where a bank or trust company issues shares in exchange for or in order to convert other shares or obligations which have been issued by it, the consideration for such shares shall be:

(1) The cash originally received for the shares or obligations surrendered or converted;

(2) The additional cash received incident to the exchange or conversion;

(3) The other amounts, if any, transferred to capital stock incident to the exchange or conversion. In any such case the consideration shall be not less than the minimum amount specified in subsection (a) of this Code section. Any amount by which capital stock may be reduced upon an exchange or conversion shall be transferred to paid-in capital.

History

Ga. L. 1898, p. 78, § 1; Civil Code 1910, § 2815; Ga. L. 1919, p. 135, art. 8, § 7; Code 1933, §§ 13-908, 109-101; Ga. L. 1963, p. 511, § 1; Code 1933, § 13-912, enacted by Ga. L. 1966, p. 590, § 3; Ga. L. 1966, p. 692, § 14; Ga. L. 1968, p. 1045, § 1; Ga. L. 1969, p. 958, § 1; Ga. L. 1972,

p. 384, § 1; Code 1933, § 41A-1906, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2012, p. 795, § 1/HB 945; Ga. L. 2019, p. 828, § 11/HB 185.

Annotations

The 2019 amendment, effective July 1, 2019, deleted ", plus such amounts, if any, necessary to assure that after issuance of the shares the bank or trust company will have the paid-in capital required by Code Section 7-1-411 and, in the case of a new bank or trust company, the expense fund required by Code Section 7-1-396" following "good cause" at the end of subsection (a).

Law reviews. - For annual survey on business corporations, see 64 Mercer L. Rev. 61 (2012).

RESEARCH REFERENCES

Am. Jur. 2d. - 18A Am. Jur. 2d, Corporations, §§ 494, 495.

C.J.S. - 9 C.J.S., Banks and Banking, § 56.