Title 12Banks and BankingRelease 119-73

§52 Par value and incidents of stock; transfer of shares

Title 12 › Chapter CHAPTER 2— - NATIONAL BANKS › Subchapter SUBCHAPTER II— - CAPITAL, STOCK, AND STOCKHOLDERS › § 52

Last updated Apr 6, 2026|Official source

Summary

An association must divide its capital into shares of $100 each, or into smaller shares if its articles allow. Shares are personal property and can be moved on the association’s records in the way the bylaws or articles say. A person who gets shares by transfer takes on the same rights and duties tied to those shares in proportion to how many they own. The articles cannot be changed to weaken the rights or security of the association’s current creditors. Any share certificate issued after August 23, 1935 must show the association’s name and location, the holder’s name, the number and class of shares, and, if there is more than one class, the rights and limits for each class or a reference to the articles. Each certificate must be signed by the president and cashier (or other officers the bylaws allow) and sealed. After August 23, 1935 a certificate cannot claim to represent stock of another company, nor can its sale or transfer be tied to owning a certificate of another company, except for a member bank or a company that was holding the bank premises on June 16, 1934. That exception does not stop another company from conditioning its stock on owning a national banking association’s certificate.

Full Legal Text

Title 12, §52

Banks and Banking — Source: USLM XML via OLRC

The capital stock of each association shall be divided into shares of $100 each, or into shares of such less amount as may be provided in the articles of association, and be deemed personal property, and transferable on the books of the association in such manner as may be prescribed in the by-laws or articles of association. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares; and no change shall be made in the articles of association by which the rights, remedies, or security of the existing creditors of the association shall be impaired. Certificates issued after August 23, 1935, representing shares of stock of the association shall state (1) the name and location of the association, (2) the name of the holder of record of the stock represented thereby, (3) the number and class of shares which the certificate represents, and (4) if the association shall issue stock of more than one class, the respective rights, preferences, privileges, voting rights, powers, restrictions, limitations, and qualifications of each class of stock issued shall be stated in full or in summary upon the front or back of the certificates or shall be incorporated by a reference to the articles of association set forth on the front of the certificates. Every certificate shall be signed by the president and the cashier of the association, or by such other officers as the bylaws of the association shall provide, and shall be sealed with the seal of the association. After August 23, 1935, no certificate evidencing the stock of any such association shall bear any statement purporting to represent the stock of any other corporation, except a member bank or a corporation engaged on June 16, 1934, in holding the bank premises of such association, nor shall the ownership, sale, or transfer of any certificate representing the stock of any such association be conditioned in any manner whatsoever upon the ownership, sale, or transfer of a certificate representing the stock of any other corporation, except a member bank or a corporation engaged on June 16, 1934 in holding the bank premises of such association: Provided, That this section shall not operate to prevent the ownership, sale, or transfer of stock of any other corporation being conditioned upon the ownership, sale, or transfer of a certificate representing stock of a national banking association.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Codification R.S. § 5139 derived from act June 3, 1864, ch. 106, § 12, 13 Stat. 102, which was the National Bank Act. See section 38 of this title.

Amendments

1935—Act Aug. 23, 1935, § 335, added second par. Act Aug. 23, 1935, § 310(a), among other changes in last par., inserted proviso. 1933—Act June 16, 1933, added last par. 1927—Act Feb. 25, 1927, inserted “or into shares of such less amount as may be provided in the articles of association” in first sentence.

Reference

Citations & Metadata

Citation

12 U.S.C. § 52

Title 12Banks and Banking

Last Updated

Apr 6, 2026

Release point: 119-73