TITLE 7 BANKING AND FINANCE

Section 1. Financial Institutions, 7-1-1 through 7-1-1021.

ARTICLE 2 BANKS AND TRUST COMPANIES

7-1-536. Effect of merger, share exchange, or consolidation.

As of the issuance of the certificate of merger, share exchange, or consolidation by the Secretary of State, the merger, share exchange, or consolidation shall be effective.
The certificate of merger, share exchange, or consolidation shall be conclusive evidence of the performance of all conditions precedent to the merger, share exchange, or consolidation and of the existence or creation of the bank or trust institution, except as against the state.
When a merger or consolidation becomes effective, each party to the plan, except the resulting bank or trust company, shall cease to exist as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the bank or trust company and which shall have, without further act or deed, all the property, rights, powers, trusts, duties, and obligations of each party to the plan. When a share exchange becomes effective, the shares of each acquired bank or trust company are exchanged as provided in the plan, and the former holders of the shares are entitled only to the share exchange rights provided in the plan of share exchange or to their rights under Code Section 7-1-537.
The articles of the resulting bank or trust company shall be, in the case of a merger, the same as its articles prior to the merger with any change stated in the articles of merger or, in the case of a consolidation, the provisions stated in the articles of consolidation.
The resulting bank or trust company, or the acquired bank or trust company in a share exchange, shall have the authority to engage only in such business and exercise only such powers as are then permissible upon original incorporation under this chapter and shall be subject to the same prohibitions and limitations as it would then be subject to upon original incorporation. It may, however, subject to permission of the department as set out in Code Sections 7-1-530 and 7-1-555, engage in any business and exercise any right that any bank or trust company which is a party to the plan could lawfully exercise or engage in immediately prior to the merger, share exchange, or consolidation.
No liability of any party to the plan or of its shareholders, directors, or officers shall be affected nor shall any lien on any property of a party to the plan be impaired by the merger, share exchange, or consolidation. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger, share exchange, or consolidation had not taken place or the resulting bank or trust company may be substituted in its place.

(Ga. L. 1919, p. 135, art. 13, § 5; Code 1933, §§ 13-1406, 13-1407; Code 1933, § 41A-2407, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2001, p. 970, § 6; Ga. L. 2007, p. 502, § 10/SB 70.)

JUDICIAL DECISIONS

Formal transfer not necessary.

- Clear purpose of O.C.G.A. § 7-1-536 is to eliminate the necessity of a formal transfer or assignment of the property of the constituent bank to the consolidated bank. State Bank & Trust Co. v. Newby, 170 Ga. App. 865, 318 S.E.2d 738 (1984).

Because creditor bank's claims, including the creditor's claim for fraud against the debtor, became claims of the successor bank by operation of merger between banks under the National Banking Act and Georgia law regarding merger of banks and corporations, the successor bank had standing to bring a non-dischargeability action. Wells Fargo Bank, N.A. v. Lovett (In re Lovett), 560 Bankr. 372 (Bankr. M.D. Ga. 2016).

Assignment of judgment not required.

- Bank into which judgment creditor bank had merged did not have to produce evidence of assignment of judgment prior to instituting garnishment proceeding in that bank's name. State Bank & Trust Co. v. Newby, 170 Ga. App. 865, 318 S.E.2d 738 (1984).

Succession to trusteeship upon merger.

- When a utility corporation, as settlor, pursuant to former § 53-12-31 created an express trust, the purpose being to secure the corporation's obligation to furnish water and sewerage services to the properties located in a subdivision, and the bank named as trustee merged with another bank under the authority of former §§ 13-1406 and 13-1407, the second bank succeeded by operation of law to the trusteeship upon the merger with the first bank. Smith v. Hawks, 182 Ga. App. 379, 355 S.E.2d 669 (1987).

Name of corporate bank defendant in legal proceeding.

- In a suit brought by mortgagors against the mortgagor bank that was taken over by a successor bank, the appellate court erred in dismissing the successor bank's appeal under O.C.G.A. § 9-11-25 for lack of standing based on the trial court's failure to add or substitute it as the defendant because the two corporations were deemed the same entity under federal and state law by virtue of their merger; thus, the claims originally filed by and against the mortgagee bank could continue. Nat'l City Mortg. Co. v. Tidwell, 293 Ga. 697, 749 S.E.2d 730 (2013).

Cited in Georgia R.R. Bank & Trust Co. v. McCullough, 241 Ga. 456, 246 S.E.2d 313 (1978).

RESEARCH REFERENCES

Am. Jur. 2d.

- 10 Am. Jur. 2d, Banks and Financial Institutions, § 234.

C.J.S.

- 9 C.J.S., Banks and Banking, §§ 159 et seq., 670.

ALR.

- Liability of guarantor of or surety for bank deposit as affected by reorganization, merger, or consolidation of bank, 78 A.L.R. 381.

Cases Citing Georgia Code 7-1-536 From Courtlistener.com
Total Results: 1
National City Mortgage Co. v. Tidwell
Court: Supreme Court of Georgia | Date Filed: 2013-10-07
Citation: 293 Ga. 697, 749 S.E.2d 730, 2013 Fulton County D. Rep. 3045, 2013 WL 5508677, 2013 Ga. LEXIS 781
Snippet: OCGA § 14-2-1106 (a) (2)-(4); see also OCGA § 7-1-536 (f) (“Any claim existing or action pending by or

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