12 USCS § 9 BANKS AND BANKING 2 § 9. Additional examiners, clerks, and other fuel, lights, and other proper conveniences for the employees transaction of the business of his office. The Comptroller of the Currency is hereby autho­ (R. S. § 331.) rized to employ such additional examiners, clerks, and other employees as he deems necessary to carry § 14. Report of Comptroller out the provisions of this title and to assign to duty The Comptroller of the Currency shall make an in the office of his bureau in Washington such annual report to Congress. The report required examiners and assistant examiners as he shall deem under this section shall include the report required necessary to assist in the performance of the work of under section 18(f)(7) of the Federal Trade Commis­ that bureau. sion Act [15 USCS § 57a(f)(7)]. (March 4, 1923, ch 252, Title II, § 209(b), 42 Stat. (R. S. 333; Feb. 18, 1875, ch 80, § 1, 18 Stat. 317; 1467.) Aug. 7, 1946, ch 770, § 1(39), 60 Stat. 869; Dec. 27, 2000, P. L. 106-569, Title XI, § 1103(c), 114 Stat. § 10. Salaries of Deputy Comptrollers, exam­ 3031.) iners, and other employees as part of bank examination expenses CHAPTER 2. NATIONAL BANKS The salaries of the Deputy Comptrollers and of all national bank examiners and assistant examiners ORGANIZATION AND GENERAL PROVISIONS assigned to duty in the office of the bureau in Washington in connection with the supervision of Section national banks shall be considered part of the ex­ 21. Formation of national banking associations; incorporators; articles of association penses of the examinations provided for by section 21a. Amendment of articles of association 5240 of the Revised Statutes, as amended [12 USCS 22. Organization certificate §§ 481 et seq.]. 23. Acknowledgment and filing of certificate (March 4, 1923, ch 252, Title II, § 209(b), 42 Stat. 24. Corporate powers of associations 24a. Financial subsidiaries of national banks 1467; Sept. 9, 1959, P. L. 86-251, § 1(c)(2), 73 Stat. 25. Repeal of Acts relating to extension of period of corporate 488.) succession; applicability of 12 USCS § 24 25a. Prohibited activities; definitions; regulations 26. Comptroller to determine if association can commence busi­ § 11. Interest in national banks ness It shall not be lawful for the Comptroller or the 27. Certificate of authority to commence banking Deputy Comptroller of the Currency, either directly 29. Power to hold real property or indirectly, to hold an interest in any national 30. Change of name or location 31. Rights and liabilities as affected by change of name bank. 32. Liabilities and suits as affected by change of name or location (R.S. § 329; Dec. 27, 2000, P. L. 106-569, Title XII, 35. Organization of State banks as national banking associations Subtitle D, § 1233(b), 114 Stat. 3037.) 36. Branch banks 37. Associations governed by chapter 38. The National Bank Act § 12. Seal of Comptroller 39. Reservation of rights of associations organized under Act of The seal devised by the Comptroller of the Cur­ 1863 40. Virgin Islands; extension of National Bank Act rency for his office, and approved by the Secretary of 41. Guam; extension of National Bank Act the Treasury, shall continue to be the seal of office of 42. Territorial application the comptroller, and may be renewed when neces­ 43. Interpretations concerning preemption of certain State laws sary. A description of the seal, with an impression thereof, and a certificate of approval by the Secre­ CAPITAL, STOCK, AND STOCKHOLDERS tary of the Treasury, shall be filed in the office of the 51a. Preferred stock; issuance authorized Secretary of State. 51b. Dividends, voting, and retirement of preferred stock; indi­ (R. S. § 330; Feb. 18, 1875, ch 80, § 1, 18 Stat. vidual liability 317.) 51b-1. Consideration of preferred stock in determining impair­ ment of capital; dividends; retirement 51c. “Common stock”, “capital”, and “capital stock” defined § 13. Rooms for Currency Bureau 52. Par value and incidents of stock; transfer of shares 53. When capital stock paid in There shall be assigned, from time to time, to the 55. Enforcing payment of deficiency in capital stock; assessments; Comptroller of the Currency, by the Secretary of the liquidation; receivership Treasury, suitable rooms in the Treasury Building 56. Prohibition on withdrawal of capital; unearned dividends for conducting the business of the Currency Bureau, 57. Increase of capital by provision in articles of association 59. Reducation of capital containing safe and secure fireproof vaults, in which 60. National bank dividends the comptroller shall deposit and safely keep all the 61. Shareholders’ voting rights; cumulative and distributive vot­ plates not necessarily in the possession of engravers ing; preferred stock; trust shares; proxies, liability restric­ or printers, and other valuable things belonging to tions; percentage requirement exclusion of trust shares 62. List of shareholders his department; and the comptroller shall from time 64a. Individual liability of shareholders; limitation on liability to time furnish the necessary furniture, stationery, 66. Personal liability of representatives of stockholders 3 NATIONAL BANKS 12 USCS § 21 Section Section 67. Individual liability of stockholders; compromises; authority of 182. Notice of intent to dissolve receiver RECEIVERSHIP DIRECTORS 191. Appointment of receiver for a national bank 71. Election 192. Default in payment of circulating notes 71a. Number of directors; penalties 193. Notice to present claims 72. Qualifications 194. Dividends on adjusted claims; distribution of assets 73. Oath 196. Expenses 74. Vacancies 197. Shareholders’ meeting; continuance of receivership; appoint­ 75. Legal holiday, annual meeting on; proceedings where no ment of agent; winding up business; distribution of assets election held on proper day 197a. Resumption of business by closed bank on consent of 76. President of bank as member of board; chairman of board depositors 198. Purchase by receiver of property of bank; request to Comp­ troller REGULATION OF THE BANKING BUSINESS; POWERS AND 199. Approval of request DUTIES OF NATIONAL BANKS 200. Payment 81. Place of business 83. Loans by bank on its own stock BANK CONSERVATION ACT 84. Lending limits 85. Rate of interest on loans, discounts and purchases 201. Short title 86. Usurious interest; penalty for taking; statute of limitation 202. Definitions 90. Depositaries of public moneys and financial agents of Govern­ 203. Appointment of conservator ment 204. Examinations 91. Transfers by bank and other acts in contemplation of insol­ 205. Termination of conservatorship vency 206. Conservator; powers and duties 92. Acting as insurance agent or broker; procuring loans on real 209. Liability protection estate 210. Governmental powers unimpaired 92a. Trust powers 211. Rules and regulations 93. Violation of provisions; forfeiture of franchise; personal liabil­ 212. Right to amend; separability ity of directors; civil money penalty 93a. Authority to prescribe rules and regulations 94. Venue of actions CONVERSION OF NATIONAL BANKS INTO STATE BANKS 95. Emergency limitations and restrictions on business of mem­ 214. Definitions bers of Federal Reserve System; designation of legal holi­ 214a. Procedure for conversion, merger or consolidation; vote of day for national banking associations; exceptions; “State” stockholders defined 214b. Continuation of business and corporate entity 95a. Regulation of transactions in foreign exchange of gold and 214c. Conversions in contravention of State law silver; property transfers; vested interests, enforcement and penalties 95b. Ratification of acts of President and Secretary of the Trea­ CONSOLIDATION AND MERGER sury under section 95a 215. Consolidation of banks within the same State 215a. Mergers of national banks or State banks into national REDEMPTION AND REPLACEMENT OF CIRCULATING banks NOTES 215a-1. Interstate consolidations and mergers 215a-2. Expedited procedures for certain reorganizations 121a. Redemption of notes unidentifiable as to bank of issue 215a-3. Mergers and consolidations with subsidiaries and non­ 122a. Redeemed notes of unidentifiable issue; funds charged bank affiliates against 215b. Definitions 215c. Mergers, consolidations, and other acquisitions authorized RESERVE CITIES; LAWFUL RESERVES 141. Central reserve and reserve cities; designation DISPOSITION OF UNCLAIMED PROPERTY RECOVERED 142. Banks in reserve cities; reserves FROM CLOSED NATIONAL BANKS 143. Banks in Alaska and insular possessions; lawful money 216. Purpose reserves 216a. Definitions 144. Certain balances counted toward reserves in dependencies 216b. Disposition of unclaimed property and insular possessions 216c. Rules and regulations 216d. Severability BANK EXAMINATIONS; REPORTS 161. Reports to Comptroller of the Currency ORGANIZATION AND GENERAL PROVISIONS 164. Penalty for failure to make reports § 21. Formation of national banking associa­ MISCELLANEOUS PROVISIONS REGARDING UNITED tions; incorporators; articles of association STATES BONDS IN RELATION TO NATIONAL BANKS Associations for carrying on the business of bank­ 177a. Funds available for cost of transporting and redeeming ing under this Title may be formed by any number of national and Federal Reserve bank notes natural persons, not less in any case than five. They shall enter into articles of association, which shall VOLUNTARY DISSOLUTION specify in general terms the object for which the 181. Voluntary dissolution; appointment and removal of liquidat­ association is formed, and may contain any other ing agent