O.C.G.A.

O.C.G.A. § 7-1-516 (2019)

Effect of certificate of amendment

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

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.

Find cases: SyfertCases citing this section GA-LEGlegis.ga.gov (official) JustiaJustia CornellLII Search CasesGoogle Scholar

(a) As of the issuance of the certificate of amendment by the Secretary of State, each amendment shall become effective and the articles shall be deemed to be amended accordingly. (b) The certificate of amendment shall be conclusive evidence of the performance of all conditions required by this chapter for amendment of articles, except as against the state. (c) No amendment shall affect any existing cause of action in favor of or against the bank or trust company, any pending action in which the bank or trust company is a party, or existing rights of persons other than shareholders. If the amendment changes the name of the bank or trust company, no action by or against the institution shall be abated for that reason.

History

Code 1933, § 41A-2307, enacted by Ga. L. 1974, p. 705, § 1.

PART 14 MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES

Annotations

JUDICIAL DECISIONS Constitutionality of impairment of shareholders’ rights under part. - Application of provisions dealing with merger and consolidation of state banks does not impair the shareholders’ rights in

such a way as to offend the constitutional prohibition against retroactivity. Baugh v. Citizens & S. Nat’l Bank, 248 Ga. 180, 281 S.E.2d 531, 1981 Ga. LEXIS 911 (1981).

OPINIONS OF THE ATTORNEY GENERAL Disclosure and approval requirements for mergers involving banks are generally more difficult than the same procedures for nonbank corporations. 1981 Op. Att’y Gen. No. 81-103. Banks are “corporations” for purposes of § 10-5-9(12). - Banks should be considered to fall within the term “corporation” as that term is used in registration exemption in O.C.G.A. § 10-5-9(12) since bank shareholders, in

merger transactions, are adequately protected by other statutory provisions which effectuate the investor protection purpose of O.C.G.A. T. 10, C. 5. In addition, banks should be considered “corporations” because banks are given similar corporate powers as nonbank corporations, thereby evidencing intent on the part of the General Assembly to treat banks as corporations for purposes of general corporate law. 1981 Op. Att’y Gen. No. 81-103.

T.7, C.1, A.2, P.14

RESEARCH REFERENCES ALR. Novation where bank transfers its

assets to another bank which assumes its obligation, 79 A.L.R. 82.