Legal Seminar

GEORGIA STATUTORY PROVISIONS DIRECTLY IMPACTING THE COMBINATION OF A BANK INTO A CREDIT UNION § 7-1-114. Voluntary dissolution after commencement of business (a) A financial institution which has commenced business may elect to dissolve voluntarily upon: (1) Adoption by the vote required of its shareholders under subsection (b) of this Code section of: (A) A plan of dissolution involving both a provision for assumption of its liabilities by another financial institution and a provision for continuance of its business if such assumption of its liabilities is not effected; or (B) Any other plan of dissolution providing for full payment of its liabilities; and (2) Approval by the department of the plan of dissolution after application for approval thereof in a manner prescribed by the department. … (c) Upon receipt of an application for approval of a plan of dissolution, the department shall conduct such investigation as it may deem necessary to determine whether: (1) The plan satisfies the requirements of this chapter; (2) The plan adequately protects the interests of depositors, other creditors, and shareholders; and (3) If the plan involves an assumption of liabilities by another financial institution, such assumption would be consistent with adequate and sound banking and in the public interest on the basis of factors substantially similar to those set forth in Code Section 7-1-534. (d) Within 90 days after receipt of the application, the department shall approve or disapprove the application on the basis of its investigation and shall immediately give to the financial institution written notice of its decision and, in the event of disapproval, a general statement of the reasons for its decision. The decision of the department shall be conclusive, except as it may be subject to judicial review under Code Section 7-1-90. ____________________________________________________________________________ § 7-1-530. Authority to merge or consolidate; merger, consolidation, or share exchange across state lines; required provisions of the merger plan (b) A corporation other than a bank or trust company may be merged into or consolidated with, or may enter into a share exchange with, a bank or trust company, provided that: (1) The resulting institution of the merger or consolidation is a bank or trust company; (2) The resulting institution of the merger or consolidation, or the acquired bank or trust company in a share exchange, holds only assets and liabilities and is engaged only in activities which may be held or engaged in by a bank or trust company; and (3) The merger, share exchange, or consolidation is not otherwise unlawful. _____________________________________________________________________________