Georgia § 7-9-9 - Corporate existence; shareholders; authority to regulate and supervise sale of shares; legal effect of incorporation certificate; when business may begin.

§ 7-9-9. Corporate existence; shareholders; authority to regulate and supervise sale of shares; legal effect of incorporation certificate; when business may begin.

The corporate existence of the merchant acquirer limited purpose bank shall begin upon the issuance of a certificate of incorporation by the Secretary of State. Those persons who subscribed for shares prior to filing of the articles, or their assignees, shall be shareholders in the merchant acquirer limited purpose bank. The department shall have full authority to regulate and supervise the activities of promoters, incorporators, subscribers for shares, and all persons soliciting offers to subscribe for shares in any merchant acquirer limited purpose bank established under this chapter. Any corporation in the process of seeking approval of a charter as a merchant acquirer limited purpose bank shall be classified as a merchant acquirer limited purpose bank in formation and persons named in the articles of incorporation or approved by the department as initial directors of such entity shall not be considered "agents" or "broker-dealers" as defined in Code Section 10-5-2. A certificate of incorporation shall be conclusive evidence that a merchant acquirer limited purpose bank has been incorporated; however, the state may institute proceedings to dissolve, wind up, and terminate a merchant acquirer limited purpose bank in conformity with Code Section 7-1-92 and applicable provisions of this chapter. A merchant acquirer limited purpose bank may begin business when: Capital stock of the merchant acquirer limited purpose bank satisfies the requirements of Code Section 7-9-11 ; Bylaws of the merchant acquirer limited purpose bank have been filed with the department; A registered agent and registered office for the merchant acquirer limited purpose bank has been designated in conformity with Code Section 7-1-132 ; The merchant acquirer limited purpose bank has been organized and is ready to begin the business for which it was incorporated; All conditions imposed by the department in giving its approval of the charter of the proposed merchant acquirer limited purpose bank under this chapter have been satisfied; and The department has received an affidavit attesting that the requirements of this subsection have been satisfied signed by the president or secretary and at least a majority of the directors of the merchant acquirer limited purpose bank. (Code 1981, § 7-9-9 , enacted by Ga. L. 2012, p. 43, § 1/HB 898.)