Rule 80-1-1-.08 - Procedures for Other Transactions, Applications and Notices(1) Conversion to state-chartered bank. A meeting with the Department should precede filing a letter form application, which application should include all of the information requested in the Applications Manual.(3) Mergers. The procedure for approval of a merger involves the filing of a letter application to the Department and, if a state bank is the surviving financial institution, the publication of Articles of Merger.(4) Change in Control: (a) A letter form notification to the Department is required, together with a copy of any federal filing.(b) The board of directors of the financial institution subject to a change in control shall be notified of the filing of the notice with the Department unless the individuals involved request that such notice be withheld and, in the opinion of the Department, they give a valid reason for withholding such notice.(5) Fiduciary Powers. A full application as detailed in the Applications Manual is required for exercise of full trust powers. Exercise of limited trust services and a single trust service requires a letter form application. Request to perform a single trust service may be expedited. No publication is required.(6) Creation and Operation of a Subsidiary of a Bank. O.C.G.A. §§ 7-1-261, 7-1-262, and 7-1-288 provide for the ability of a bank to exercise powers incidental to banking and to create a separate subsidiary to effect such powers as may be financial in nature, incidental or complementary to the provision of financial services, subject in most cases to certain investment limitations. A letter form application to create or acquire a subsidiary shall describe the activity, how it relates to the business of banking and finance, and what protections will be in place to deal with any associated risks. An application to create and operate a subsidiary of a bank can be expedited if the requirements of Rule 80-1-1-.10 are satisfied.(7) Relocation and Simultaneous Redesignation of two or more banking locations. (a) Definitions: (i) Relocation. The location of an existing banking location is to be moved to a new or additional location which is to be constructed, purchased or leased within the same immediate vicinity of the existing branch.(ii) Redesignation. Where two existing bank locations exchange their designations, a redesignation occurs. Under a redesignation, a branch office becomes the main office and the main office, if it is not closed, becomes a branch office.(b) Procedure for a Relocation. A bank meeting the qualifying criteria for expedited processing in paragraph (1) of Rule 80-1-1-.10 may submit a letter form notification to relocate an existing banking location. The approval to relocate an existing banking location under the notice procedure will be effective at the earlier of: an approval letter from the Department, or 10 business days from the date of acknowledged receipt. In the event the bank does not qualify for expedited processing, a form application should be submitted to the Department, which will normally be processed within 30 days from receipt of a completed application. All relocations should include a notice to customers posted in a conspicuous place of the affected banking location as well as on the bank's website at least 30 days before relocating. In addition, if any relocation proposal involves relocation of the bank's main office, additional procedures such as amendment of the bank's Articles of Incorporation may apply.(c) Procedure for a Redesignation. Upon receipt of a letter form request setting forth the details of the proposed redesignation, the Department will review and process such request within seven (7) days. In the event the bank intends on closing the former main office as part of a redesignation, then the closing procedures for a bank location must be followed.(8) Changes in Capital Structure involving Stock Redemption and Conversions. O.C.G.A. §§ 7-1-414 and 7-1-419 should be consulted. A complete letter form application describing the transaction should be acted upon within 10 business days of receipt.(9) Letter form applications are required for the following other activities of banks. (a) Name reservation and permission is treated in O.C.G.A. §§ 7-1-130, 7-1-131, 7-1-242, and 7-1-243. The Department may approve a name for a bank holding company that is not distinguishable on the records of the Secretary of State from the name of a deposit taking financial institution wholly owned by that bank holding company. If such bank holding company subsequently sells the bank with a similar name the bank holding company may retain its name only if the subject bank's name is no longer in use.(b) Amendment of Articles of Incorporation. Part 13 of Article 2 of Title 7. Required publication shall be made in the official organ of the county where the main office of the institution is located.(10) A bank that meets the criteria in Rule 80-1-1-.10 and that wishes to invest in shares of stock of a bank engaged in providing banking or other financial services to depository financial institutions, which bank's ownership consists primarily of such depository financial institutions, may do so by filing a notice with the Department fully describing the transaction at least 10 days before such investment is made;(11) A bank that meets the criteria in Rule 80-1-1-.10 and that wishes to invest in shares of stock of a bank service corporation created to provide support services for one or more financial institutions may take advantage of expedited processing as provided in the Department's Applications Manual.(12) Opening and closing of a representative office. Prior to opening a representative office, a Georgia state-chartered bank, bank holding company, or subsidiary of a bank or bank holding company must register the location with the Department by filing a letter form registration with the Department. Prior to closing a representative office, a bank, bank holding company, or subsidiary of a bank or bank holding company must post notice of the closing at such location at least 30 days in advance of the intended closure. The bank, bank holding company, or subsidiary of a bank or bank holding company must also disclose the fact of the closure on its website at least 30 days in advance of the intended closure and such notice shall be posted for at least 30 consecutive days. Within two days of providing the notice, the bank, bank holding company, or subsidiary of bank or bank holding company must forward to the Department a copy of the notice posted at the representative office as well as the disclosure contained on its website to the Department.Ga. Comp. R. & Regs. R. 80-1-1-.08
O.C.G.A. § 7-1-61.
Original Rule entitled "Other Transactions which Require Approval" adopted. F. July 14, 1998; eff. August 3, 1998.Amended: F. July 12, 1999; eff. August 1, 1999.Amended: F. Dec. 18, 2000; eff. Jan. 7, 2001.Amended: Rule retitled "Procedures for Other Transactions, Expired, Letter Form and Notice Only Applications" adopted. F. Oct. 22, 2001; eff. Nov. 11, 2001.Amended: F. Jan. 8, 2021; eff. Jan. 28, 2021.Amended: F. July 7, 2021; eff. July 27, 2021.Amended: New title, "Procedures for Other Transactions, Applications and Notices." F. July 7, 2022; eff. July 27, 2022.