Title 7, Chapter 1, Section 4
Subject to additional definitions contained in the subsequent
provisions of this chapter, as used in this chapter, the term:
(1) "Affiliate" means any corporation, business trust,
association, or other similar organization:
(A) Of which a financial institution, directly or indirectly,
owns or controls either a majority of the voting shares or more
than 50 percent of the number of shares voted for the election
of its directors, trustees, or other persons exercising similar
functions at the preceding election or controls in any manner
the election of a majority of its directors, trustees, or other
persons exercising similar functions;
(B) Of which control is held, directly or indirectly, through
stock ownership or in any other manner by the shareholders of a
financial institution who own or control either a majority of
the shares of such financial institution or more than 50 percent
of the number of shares voted for the election of directors of
such financial institution at the preceding election or by
trustees for the benefit of the shareholders of any such
(C) Of which a majority of its directors, trustees, or other
persons exercising similar functions are directors of any one
financial institution; or
(D) Which owns or controls, directly or indirectly, either a
majority of the shares of a financial institution or more than
50 percent of the number of shares of a financial institution
voted for the election of directors of a financial institution
at the preceding election or controls in any manner the election
of a majority of the directors of a financial institution or for
the benefit of whose shareholders or members all or
substantially all the capital stock of a financial institution
is held by trustees.
(1.5) "Agency relationship" is a relationship created by a
contractual agreement whereby a financial institution agrees with
a third party, including another financial institution, to act in
a principal or agent capacity to facilitate the conduct of
activities related to the business of banking, which activities
are currently authorized under this chapter or under other
(2) "Agreement for the payment of money" means a consensual monetary obligation not in the form of an evidence of indebtedness or an investment security and includes an account or general intangible as defined in Code Section 11-9-102.
(3) "Appropriated retained earnings" means that portion of the
retained earnings of a bank or trust company set aside by
resolution of the board of directors as unavailable for the
payment of dividends or other distribution to shareholders.
(4) "Articles" means original or restated articles of
incorporation or articles of consolidation and all the amendments
thereto, including articles of merger or conversion, and also
includes what heretofore have been designated by law as
certificates of incorporation or charters and, in case of foreign
corporations, whatever documents are equivalent to "articles" in
their jurisdiction of incorporation. After an amendment restating
articles in their entirety, the "articles" shall not include any
prior documents, and the certificate of amendment issued by the
Secretary of State shall so state.
(5) "Assets" means all the property and rights of every kind of a
(6) "Attorney" means an attorney at law who is regularly retained
as counsel for a financial institution or who is a partner or
associate of a firm which is regularly retained as counsel for a
(7) "Bank" means a corporation existing under the laws of this
state on April 1, 1975, or organized under this chapter and
authorized to engage in the business of receiving deposits
withdrawable on demand or deposits withdrawable after stated
notice or lapse of time; "bank" shall also include national banks
located in this state for the purpose of Part 6 of Article 2 of
this chapter, relating to deposits, safe-deposit agreements, and
money received for transmission, and Article 8 of this chapter,
relating to multiple deposit accounts; provided, however, that
"bank" shall not include a credit union, a building and loan
association, a savings and loan association, or a licensee under
Article 4 of this chapter. "Bank" shall include a federal or
state credit union for the purposes of Part 6 of Article 2 of this
chapter, provided that this inclusion is not intended to grant or
expand any powers to credit unions not authorized in Part 6 of
Article 2 of this chapter or by other law.
(8) "Building and loan association" means such an association as defined in paragraph (1) of subsection (a) and subsections (b) and (c) of Code Section 7-1-770.
(9) "Capital debt" means the sum of the face value of the subordinated securities of a financial institution issued pursuant to Code Section 7-1-419.
(10) "Capital stock" means the sum of the par value of the
authorized shares which have been issued and remain outstanding of
a bank or trust company.
(12) "Commercial bank" means a bank authorized to hold deposits
subject to check.
(13) "Commissioner" means the commissioner of banking and finance.
(14) "Corporation" means a corporation, whether profit or
nonprofit, and includes a professional corporation or joint-stock
association, organized under the laws of this state, the United
States, or any other state, territory, or dependency of the United
States or under the laws of a foreign country.
(15) "Credit union" means a cooperative society incorporated under
the laws of this state on April 1, 1975, or organized under
Article 3 of this chapter and existing for the twofold purpose of
promoting thrift among its members and creating a source of credit
for them at reasonable rates.
(16) "Department" means the Department of Banking and Finance.
(17) "Depositor" means any person or corporation who shall deposit
money or items for the payment of money in any financial
institution, which funds are subsequently (allowing time for
collections) withdrawable either on demand or after a stated
notice or lapse of time, whether interest is allowed thereon or
not, and shall also include:
(A) Holders of demand and time certificates of deposit;
(B) Owners of certified or cashiers' checks and checks purchased
from a licensee under Article 4 of this chapter; and
(C) Shareholders in credit unions, federal credit unions,
building and loan associations, and savings and loan
associations to the extent that funds paid in by them are
withdrawable within the terms of this definition.
(18) "Evidence of indebtedness" means a note, draft, or similar
negotiable or nonnegotiable instrument.
(19) "Federal credit union" means an association organized
pursuant to the Federal Credit Union Act, 12 U.S.C. Sections
(20) "Fiduciary" means an executor, administrator, guardian,
receiver, trustee, assignee for benefit of creditors, or one
acting in a similar capacity.
(21) "Financial institution" means:
(A) A bank;
(B) A trust company;
(C) A building and loan association;
(D) A credit union;
(E) A corporation licensed to engage in the business of selling
checks in this state on April 1, 1975, or so licensed pursuant
to Article 4 of this chapter;
(F) Business development corporations existing on April 1, 1975,
pursuant to the former "Georgia Business Development Corporation
Act of 1972," approved April 3, 1972 (Ga. L. 1972, p. 798), or
organized pursuant to Article 6 of this chapter;
(G) An international bank agency doing business in this state on
April 1, 1975, pursuant to the former "International Bank Agency
Act," approved April 6, 1972 (Ga. L. 1972, p. 1140), or
authorized to do business in this state pursuant to Article 5 of
(H) In addition, as the context requires, a national bank,
savings and loan association, or federal credit union for the
purpose of the following provisions:
(i) Code Section 7-1-2, relating to findings of the General Assembly;
(ii) Code Section 7-1-3, relating to objectives of this chapter;
(iii) Code Section 7-1-8, relating to supplementary principles of law;
(iv) Code Section 7-1-37, relating to restrictions on officials and personnel;
(v) Code Section 7-1-70, relating to disclosure of information;
(vi) Code Section 7-1-90, relating to judicial review of department action;
(vii) Subsection (d) of Code Section 7-1-91, relating to orders to desist from conduct illegal under the laws and regulations of this state;
(viii) Code Section 7-1-94, relating to the evidentiary results of examinations and investigations;
(ix) Code Sections 7-1-111 and 7-1-112, relating to emergency closings;
(x) Code Sections 7-1-110 and 7-1-294, relating to permissive closings;
(xi) Code Section 7-1-133, relating to prohibited advertising;
(xii) Paragraph (11) of Code Section 7-1-261, relating to additional operational powers of banks and trust companies;
(xiii) Paragraph (3) of subsection (a) of Code Section 7-1-394, relating to criteria to be considered in approving new banks;
(xiv) Code Section 7-1-658, relating to loans;
(xv) Code Section 7-1-840, relating to criminal prosecutions; and
(xvi) Code Section 7-1-841, relating to application of Title 16 provisions;
(I) For the purposes of Code Section 7-1-61, "financial institution" shall also include a bank holding company as defined in Code Section 7-1-605;
(J) For the purposes of paragraph (10) of Code Section 7-1-261, relating to agency relationships, "financial institution" shall include banks chartered by states other than Georgia; and
(K) For the purposes of Part 6 of Article 2 of this chapter,
relating to deposits, safe deposit agreements, and money
received for transmission, and Article 8 of this chapter,
relating to multiple party deposit accounts, "financial
institution" shall also include federal credit unions.
(22) "Insolvency" means:
(A) Inability to meet liabilities as they become due in the
regular course of business; or
(B) Insufficiency in actual cash market value of assets to pay
liabilities to depositors and other creditors.
(22.5) "Main office" means the principal banking location of a
bank as such location appears in the records of the Department of
Banking and Finance. If a bank does not designate a main office,
the department shall choose a banking location of the bank to be
the main office.
(23) "National bank" means a national banking association
organized pursuant to 12 U.S.C. Section 21-215b.
(24) "Net assets" means the amount by which the total assets
exceed the total debts of a financial institution. Total assets
shall include but not be limited to both tangible and intangible
assets (except good will), including prepaid expenses, prepaid
taxes, and accrued income using book values determined in
accordance with generally accepted accounting principles
applicable to financial institutions. Total debts shall include
all liabilities, other than contingent liabilities, including
accrued expenses, deferred or unearned income, and valuation
reserves, all determined in accordance with generally accepted
accounting principles applicable to financial institutions.
(25) "Paid-in capital" means the sum of the considerations received in the sale or exchange of shares of a bank or trust company in excess of the amount of the capital stock and the expense fund required by Code Section 7-1-396 and includes the surplus, if any, created by or arising out of a reduction of the capital stock of such financial institution effected in a manner permitted by law, any amounts properly regarded as surplus of such financial institution on April 1, 1975, and any amounts transferred from the expense fund as permitted by Code Section 7-1-412.
(26) "Person" means an individual, trust, general or limited
partnership, unincorporated association (except a joint-stock
association), or any other form of unincorporated enterprise.
(27) "Principal court" means the superior court of the county
where the registered office of a financial institution is located
or, in the case of a proposed financial institution, will
initially be located, as shown in its articles or application for
authority to commence business. Whenever under this chapter the
principal court is authorized to take any action but lacks,
because of constitutional restrictions, jurisdiction or venue over
the person or corporation against which such action is to be taken
or over the subject matter which is to be affected by its action,
then such action may be taken by the superior court of this state
in which jurisdiction and venue are proper or, in the absence of
any such court, by a court of another state, a federal court, or a
court of a foreign country in which jurisdiction and venue are
(28) "Public body" means an agency, authority, board, commission,
instrumentality, or similar entity which is part of or connected
with the government or political subdivision referred to in the
(29) "Public sale" means a sale as defined in paragraph (31.1) of Code Section 11-1-201.
(29.5) "Registered agent" means the person or corporation on whom
service of process is to be made in a proceeding against a bank.
Written notice of any change in the identity or address of a
bank's registered agent must be delivered to the Department of
Banking and Finance in addition to and at the same time as such
notice is filed with the Secretary of State. The provisions of
Part 1 of Article 5 of Chapter 2 of Title 14 shall apply to any
such registered agent.
(30) "Registered office" means the location of the registered
agent and may be a banking location.
(30.5) "Retained earnings" means the balance of the net profits,
income, gains, and losses from the date of incorporation or from
the latest date when a deficit was last eliminated of a financial
institution whose articles were granted by the Secretary of State
and excludes subsequent distributions to shareholders and
transfers to appropriated retained earnings. Retained earnings
shall also include any portion of paid-in capital or appropriated
retained earnings or, in the case of other organizations,
equivalent funds, allocated to retained earnings in mergers,
consolidations, or acquisitions of all or substantially all of the
property or assets of another such financial institution or other
organization permitted by law.
(31) "Savings and loan association" means an association created
pursuant to the Home Owners' Loan Act of 1933, 12 U.S.C. Sections
1461-1468, including a federal savings bank.
(32) "Savings bank" or "state savings and loan association" means
a bank which pays interest on substantially all of its depositors'
funds and the majority of whose loans are secured by first liens
on or other security interest in residential real property or upon
the security of its deposits.
(33) "Shareholder" means the owner of shares in a financial
(34) "Shares" means the units into which the proprietary interest
of the institution is divided.
(35) "Statutory capital base" means:
(A) The sum of the capital stock, the paid-in capital, the
appropriated retained earnings, and the capital debt of a bank
or trust company; or
(B) The amount of the net assets of such financial institution,
whichever is the lower amount.
(36) "Subject to check" includes withdrawal or transfer by negotiable or transferable order or authorization even though such order or authorization does not constitute a check under Code Section 11-3-104.
(37) "Subsidiary" means a corporation controlled by a financial
institution which owns at least a majority of its voting shares.
(38) "Third-party payment service" means any system employing
checks, drafts, computer transmissions, or other techniques by
which a depositor may effect payment to third parties.
(39) "Treasury shares" means shares of a financial institution
which have been issued, have been subsequently acquired by, and
belong to the financial institution otherwise than in a fiduciary
capacity and have not been canceled. Such shares shall be deemed
to be "issued" but not "outstanding" shares.
(40) "Trust company" means a corporation existing under the laws
of this state on April 1, 1975, or organized under this chapter
and authorized by law to engage in the business of acting as a