Title 12Banks and BankingRelease 119-73not60

§52 Par Value and Incidents of Stock; Transfer of Shares

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

Last updated Apr 3, 2026|Official source

Summary

Capital stock must be split into $100 shares, or into smaller shares if the articles allow. Shares are personal property and can be moved on the association’s ownership books in the way the bylaws or articles say. A person who gets shares by transfer takes the same rights and responsibilities for those shares as the previous owner, in proportion to how many shares they hold. The articles cannot be changed in a way that hurts the rights or security of current creditors. Stock certificates issued after August 23, 1935 must show the association’s name and location, the recorded owner, the number and class of shares, and the rules for each class (for example, voting and other limits). Certificates must be signed by the president and cashier or other officers named in the bylaws and bear the association’s seal. A certificate may not claim to represent stock of another company, nor can buying, selling, or transferring it be made to depend on owning stock in another company, except for a member bank or a company that held the bank premises on June 16, 1934. This does not stop another company’s stock from being made conditional on owning stock of a national banking association.

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 3, 2026

Release point: 119-73not60