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Title 12, Banks and BankingRelease 119-102

§51a Preferred Stock; Issuance Authorized

Title 12 › CHAPTER 2 — NATIONAL BANKS › SUBCHAPTER II — CAPITAL, STOCK, AND STOCKHOLDERS › § 51a

Last updated Aug 21, 2026|Official source

Summary

A national bank may issue preferred stock if the Comptroller of the Currency approves and shareholders holding a majority vote yes after at least five days’ notice by registered or certified mail; new banks without common stock need no notice or vote, and may amend articles as needed. The preferred stock is valid only after its par value is paid and a notarized notice signed by president, vice president, or cashier is sent to the Comptroller, who issues a conclusive certificate of amount, approval, and payment.

Full Legal Text

Title 12, §51a

Banks and Banking, Source: USLM XML via OLRC

Notwithstanding any other provision of law, any national banking association may, with the approval of the Comptroller of the Currency and by vote of shareholders owning a majority of the stock of such association, upon not less than five days’ notice, given by registered mail or by certified mail pursuant to action taken by its board of directors, issue preferred stock of one or more classes, in such amount and with such par value as shall be approved by said Comptroller, and make such amendments to its articles of association as may be necessary for this purpose; but, in the case of any newly organized national banking association which has not yet issued common stock, the requirement of notice to and vote of shareholders shall not apply. No issue of preferred stock shall be valid until the par value of all stock so issued shall be paid in and notice thereof, duly acknowledged before a notary public by the president, vice president, or cashier of said association, has been transmitted to the Comptroller of the Currency and his certificate obtained specifying the amount of such issue of preferred stock and his approval thereof and that the amount has been duly paid in as a part of the capital of such association; which certificate shall be deemed to be conclusive evidence that such preferred stock has been duly and validly issued.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

1960—Pub. L. 86–507 inserted “or by certified mail” after “registered mail”. 1935—Act Aug. 23, 1935, amended last sentence generally. 1933—Act June 15, 1933, struck out all of former section and inserted a new section which incorporated all former provisions and inserted “of one or more classes,” in first sentence.

Executive Documents

Exception as to

Transfer of Functions

Functions vested by any provision of law in Comptroller of the Currency, referred to in this section, not included in

Transfer of Functions

to Secretary of the Treasury, see note set out under section 1 of this title.

Reference

Citations & Metadata

Citation

12 U.S.C. § 51a

Title 12, Banks and Banking

Last Updated

Aug 21, 2026

Release point: 119-102