---
title: O.C.G.A. § 7-1-537. Rights of dissenting shareholders; surrender of certificates.
collection: code
id: 7-1-537
cite_as: O.C.G.A. § 7-1-537 (2025)
canonical_url: https://georgiacommons.org/code/7-1-537
md_url: https://georgiacommons.org/code/7-1-537.md
text_url: https://georgiacommons.org/code/7-1-537/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t7-t8-(v5)-2024-pdf.pdf?sfvrsn=6386add7_0#page=293
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: BANKING AND FINANCE / FINANCIAL INSTITUTIONS / BANKS AND TRUST COMPANIES / MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES
---

# O.C.G.A. § 7-1-537. Rights of dissenting shareholders; surrender of certificates.

(a) A shareholder of a bank or trust company which is a party to a plan of proposed merger, share exchange, or consolidation under this part who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14, known as the “Georgia Business Corporation Code.”

(b) The bank or trust company into which the other or others have been merged or consolidated, or the acquiring corporation in a share exchange, as the case may be, shall have the right to require the return of the original certificates of stock held by each shareholder in each or either of the institutions and in lieu thereof:

(1) To issue to each shareholder new certificates for such number of shares of the institution into which the others shall have been merged or consolidated or of the acquiring corporation in a share exchange; or

(2) To cause to be paid or delivered to each shareholder the amount of cash or securities of any other corporation or combination of cash and such securities as, under the plan of merger, share exchange, or consolidation, the said shareholder may be entitled to receive.

## History

Ga. L. 1919, p. 135, art. 13, §§ 4, 6; Code 1933, § 13-1405; Ga. L. 1973, p. 278, § 2; Code 1933, § 41A-2408, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 946, § 68; Ga. L. 1989, p. 1257, § 15; Ga. L. 2007, p. 502, § 11/SB 70.

## Editor's Notes

The amendment to this Code section by Ga. L. 1989, p. 946, § 68, was superseded by the amendment by Ga. L. 1989, p. 1257, § 15, which was enacted later.

## Law Reviews

For survey article on business associations, see 34 Mercer L. Rev. 13 (1982).