§629 — Title 12 Banks and Banking | U.S. Code

Summary

Banks that mainly do foreign business and were formed under state or federal law can become a federal bank if they have enough undamaged capital to meet the federal rules. Shareholders who own at least two-thirds of the stock must vote for the change, and the Board of Governors of the Federal Reserve System must approve. The change cannot violate state law. A majority of the bank’s directors may sign the new articles and a certificate saying the required shareholders approved the conversion, and those directors can finish whatever is needed to complete the federal organization. The shares can keep the same dollar amount after conversion, and current directors may stay until new ones are chosen under the federal rules. After the Board of Governors issues a certificate that the rules were met, the new federal bank and its stockholders, officers, and employees have the same powers, duties, liabilities, and rules as banks originally created under these federal provisions.

Title 12, §629

Banks and Banking — Source: USLM XML via OLRC

Any bank or banking institution, principally engaged in foreign business, incorporated by special law of any State or of the United States or organized under the general laws of any State or of the United States and having an unimpaired capital sufficient to entitle it to become a corporation under the provisions of this subchapter may, by the vote of the shareholders owning not less than two-thirds of the capital stock of such bank or banking association, with the approval of the Board of Governors of the Federal Reserve System, be converted into a Federal corporation of the kind authorized by this subchapter with any name approved by the Board of Governors of the Federal Reserve System: Provided, however, That said conversion shall not be in contravention of the State law. In such case the articles of association and organization certificate may be executed by a majority of the directors of the bank or banking institution, and the certificate shall declare that the owners of at least two-thirds of the capital stock have authorized the directors to make such certificate and to change or convert the bank or banking institution into a Federal corporation. A majority of the directors, after executing the articles of association and the organization certificate, shall have power to execute all other papers and to do whatever may be required to make its organization perfect and complete as a Federal corporation. The shares of any such corporation may continue to be for the same amount each as they were before the conversion, and the directors may continue to be directors of the corporation until others are elected or appointed in accordance with the provisions of this subchapter. When the Board of Governors of the Federal Reserve System has given to such corporation a certificate that the provisions of this subchapter have been complied with, such corporation and all its stockholders, officers, and employees shall have the same powers and privileges, and shall be subject to the same duties, liabilities, and regulations, in all respects, as shall have been prescribed by this subchapter for corporations originally organized thereunder.

Notes & Related Subsidiaries

Editorial Notes

References in Text

This subchapter, referred to in text, was in the original “this section”, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). Codification Section is comprised of par. 21 (undesignated) of section 25A of act Dec. 23, 1913, which comprises this subchapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title.

Statutory Notes and Related Subsidiaries

Change of Name

section 203(a) of act Aug. 23, 1935, changed name of Federal Reserve Board to Board of Governors of the Federal Reserve System.

§629 Conversion of banking corporations into Federal corporations; procedure