§ 7-1-555 - National bank to state bank or trust company conversions, mergers, and consolidations -- Effect of issuance of certificate - Georgia Statutes

O.C.G.A. 7-1-555 (2010)
7-1-555. National bank to state bank or trust company conversions, mergers, and consolidations -- Effect of issuance of certificate

(a) Issuance of a certificate of merger or consolidation shall have the same effect stated in Code Section 7-1-536.

(b) Issuance of a certificate of conversion shall have the following effect:

(1) As of the issuance of the certificate of conversion by the Secretary of State, the conversion shall become effective;

(2) The certificate of conversion shall be conclusive evidence of the performance of all conditions required by this chapter for conversion of a national bank into a state bank or trust company, except as against the state;

(3) When a conversion becomes effective, the existence of the national bank shall continue in the resulting bank or trust company which shall have (except as provided in paragraph (2) of this subsection), without further act or deed, all the property, rights, powers, trusts, duties, and obligations of the national bank;

(4) The articles of the resulting institution shall be the provisions stated in the articles of conversion;

(5) The bank or trust company shall have the authority to engage only in such lines of business and activities and exercise only such powers or hold such assets 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; provided, however, that if the converting institution owns or holds assets, engages in any business, or has powers that would not be allowed for a state bank, then the plan of conversion shall include a plan for holding or disposal of such nonconforming assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and the other objectives of Code Section 7-1-3, the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time, to be determined by the department; and

(6) No liability of the national bank or of its shareholders, directors, or officers shall be affected, nor shall any lien on any property of the national bank be impaired, by the conversion. Any claim existing or action pending by or against the national bank may be prosecuted to judgment as if the conversion had not taken place, or the resulting bank or trust company may be substituted in its place.