O.C.G.A. § 7-1-601 (2019)

Annotations

Cross references. Status of branch or separate office of bank for purpose of computing time within which and determining place at or to which action may be taken or notices or orders given under the Commercial Code, § 11-4-106. Code Commission notes. Pursuant to Code Section 28-9-5, in

1999, “Part” was substituted for “Parts” in paragraph (a)(2). Law reviews. For comment on United States v. Citizens & S. Nat’l Bank, 422 U.S. 86, 95 S. Ct. 2099, 45 L. Ed. 2d 41 (1975), see 10 Ga. L. Rev. 641 (1976). For article discussing compliance with Federal Securities Act of 1933 in bank acquisitions and the issuance of securities of bank holding companies, see 14 Ga. St. B.J. 114 (1978). For review of 1996 banking and finance legislation, see 13 Ga. St. U.L. Rev. 1 (1996). For review of 1996 revenue and taxation legislation, see 13 Ga. U.L. Rev. 294 (1996).

JUDICIAL DECISIONS “Branch bank” not necessarily interchangeable with “bank”. - Term “branch bank” is not necessarily interchangeable with “bank.” Community Bankers Ass’n v. First Nat’l Bank of Commerce, 193 Ga. App. 569, 388 S.E.2d 387, 1989 Ga. App. LEXIS 1563 (1989),

aff’d, 260 Ga. 371, 394 S.E.2d 95, 1990 Ga. LEXIS 288 (1990). Merger with branch not approved without merging entire bank. - Nothing in the Code expresses or implies any intent to permit approval of a bank holding company’s merging or

consolidating with, or acquiring control of, a branch bank by itself without merging or consolidating with, or acquiring control of, the entire bank. Community Bankers Ass’n v. First Nat’l Bank of Commerce, 193 Ga. App. 569, 388 S.E.2d 387, 1989 Ga. App. LEXIS 1563 (1989), aff’d, 260 Ga. 371, 394 S.E.2d 95, 1990 Ga. LEXIS 288 (1990). Using sister subsidiary of holding company which controls bank. - Fact that branch banking activities prohibited under former Code 1933, § 13-203 (see now O.C.G.A. § 7-1-601) are performed by sister subsidiary of holding company controlling the bank does not make such activities legal as such a contractual arrangement merely accomplishes indirectly what the bank is prohibited from doing directly. Jackson v. First Nat’l Bank, 430 F.2d 1200, 1970 U.S. App. LEXIS 7402 (5th Cir. 1970), cert. denied, 401 U.S. 947, 91 S. Ct. 933, 28 L. Ed. 2d 230, 1971 U.S. LEXIS 3055 (1971). Georgia banks may not use armored cars to extend geographic reach of the bank’s banking facility. Jackson v. First Nat’l Bank, 430 F.2d 1200, 1970 U.S. App. LEXIS 7402 (5th Cir.

1970), cert. denied, 401 U.S. 947, 91 S. Ct. 933, 28 L. Ed. 2d 230, 1971 U.S. LEXIS 3055 (1971). Use of armored cars constituting branch banking. - Operation of armored truck bank messenger service of national bank, whose function is to transmit funds to bank, make change, transmit funds from the bank, and furnish teller service for payroll cashing, constitutes operation of a branch bank within the meaning of former Code 1933, § 13-203 (see now O.C.G.A. § 7-1-601). Jackson v. First Nat’l Bank, 292 F. Supp. 156, 1968 U.S. Dist. LEXIS 12614 (N.D. Ga. 1968). Armored cars owned by a bank, which picked up deposits, were engaged in branch banking, even though depositors using services offered by the armored cars entered into a contract with the bank that deposits delivered to the armored car would not be deemed received until the deposits were physically delivered into the hands of the teller on the bank’s premises. Jackson v. First Nat’l Bank, 430 F.2d 1200, 1970 U.S. App. LEXIS 7402 (5th Cir. 1970), cert. denied, 401 U.S. 947, 91 S. Ct. 933, 28 L. Ed. 2d 230, 1971 U.S. LEXIS 3055 (1971).

OPINIONS OF THE ATTORNEY GENERAL Former Code 1933, § 13-203 was constitutional. 1948-49 Ga. Op. Att’y Gen. 4. Legislative intent behind former Code 1933, § 13-203 was to prohibit establishment of new and additional branch banks. 1971 Op. Att’y Gen. No. 71-102. Branch banking and bank holding company restrictions apply to bank facilities conducting only trust business. 1980 Op. Att’y Gen. No. 80-156. Mortgage banking and factoring subsidiaries are nonbanking activities and are not included in former Code 1933, § 13-203 which restricts branch banking. 1972 Op. Att’y Gen. No. 72-131. Former Code 1933, § 13-203 restrictions are inapplicable to establishment of foreign branch office of state-chartered trust company. 1970 Op. Att’y Gen. No. 70-59.

State trust company not prohibited from establishing foreign branch office to develop new international business. 1970 Op. Att’y Gen. No. 70-59. Mere change in physical location of branch bank is not establishment of such a bank. 1958-59 Ga. Op. Att’y Gen. 17. Operation of savings and loan across county lines. - Only branch of a savings and loan association located in the county affected, which is lawfully controlled by a bank holding company or as to which the bank holding company has received the requisite approvals to acquire control, may be lawfully acquired by a banking subsidiary of a bank holding company through a purchase and assumption and operated across county lines as a branch of the banking subsidiary; provided, such acquisition is approved by the commissioner of banking

and finance. 1988 Op. Att’y Gen. No. 88-13. Merger of holding company’s subsidiaries across county lines. - With respect to circumstances under which a bank holding company may merge two subsidiaries across county lines, there are two requirements: (1) the commissioner must approve, and (2) the merger must take place at the time the holding company acquires the bank which is to become a branch bank following merger. 1981 Op. Att’y Gen. No. 81-74. Controlling geographical entity is the county. - For the purpose of determining whether a parent office of a national bank established on military reservation may establish a branch bank, the controlling geographical entity is the county, not the military reservation. 1975 Op. Att’y Gen. No. 75-141. Exemption to subsection (c) under § 7-1-606(e). - It seems clear that O.C.G.A. § 7-1-606(e) creates at least a limited exception to the branching prohibition of O.C.G.A. § 7-1-601(c). 1981 Op. Att’y Gen. No. 81-74. Parent bank directors must elect board of directors for branch bank. - When parent bank establishes a branch bank, the directors of the parent bank are required to elect either a board of directors or a loan committee for the branch bank. 1954-56 Ga. Op. Att’y Gen. 35.

Classification of formerly established branch bank located in same county as principal office. - Place of banking business which is located within the county in which is located the principal office of the bank, and which was formerly a lawfully established branch bank within the meaning of former Code 1933, § 13-201.1 (see now O.C.G.A. § 7-1-600(5)) is for purposes of former Code 1933, §§ 13-203 and 13-203.1 (see now O.C.G.A. §§ 7-1-601 and 7-1-602) to be treated as a bank office as defined by former Code 1933, § 13-201.1 (see now O.C.G.A. § 7-1-600(4)). 1974 Op. Att’y Gen. No. 74-35. Finding of de facto branching not dependent upon finding that intermediary corporation is a sham and does no business on the corporation’s own account. 1980 Op. Att’y Gen. No. 80-51. Brokerage firm, in jointly operating an investment program, is not a branch. - When a brokerage firm, in operating an investment program in conjunction with a bank, is performing the firm’s functions primarily for the firm’s own benefit, it is in no sense a mere adjunct of the participating bank, and the program does not result in the operation of branches, offices, or facilities by the participating bank in violation of O.C.G.A. §§ 7-1-601 and 7-1-602. 1981 Op. Att’y Gen. No. 81-59.

RESEARCH REFERENCES Am. Jur. 2d. 10 Am. Jur. 2d, Banks and Financial Institutions, § 623 et seq. C.J.S. 9 C.J.S., Banks and Banking, §§ 22, 46, 47. ALR. Power of national bank to establish branches or maintain separate banking offices, 30 A.L.R. 927; 50 A.L.R. 1340; 136 A.L.R. 471.

Branch banks, 50 A.L.R. 1340; 136 A.L.R. 471. Liability of guarantor of or surety for bank deposit as affected by reorganization, merger, or consolidation of bank, 78 A.L.R. 381. What is a “branch bank” within statutes regulating the establishment of branch banks, 23 A.L.R.3d 683.