§ 52. — Par value and incidents of stock; transfer of shares.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC52]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER II--CAPITAL, STOCK, AND STOCKHOLDERS
Sec. 52. Par value and incidents of stock; transfer of shares
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.
(R.S. Sec. 5139; Feb. 25, 1927, ch. 191, Sec. 16, 44 Stat. 1233; June
16, 1933, ch. 89, Sec. 18, 48 Stat. 186; Aug. 23, 1935, ch. 614, title
III, Secs. 310(a), 335, 49 Stat. 710, 720.)
Codification
R.S. Sec. 5139 derived from act June 3, 1864, ch. 106, Sec. 12, 13
Stat. 102, which was the National Bank Act. See section 38 of this
title.
Amendments
1935--Act Aug. 23, 1935, Sec. 335, added second par.
Act Aug. 23, 1935, Sec. 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.
