§ 629. — Conversion of banking corporations into Federal corporations; procedure.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC629]
TITLE 12--BANKS AND BANKING
CHAPTER 6--FOREIGN BANKING
SUBCHAPTER II--ORGANIZATION OF CORPORATIONS TO DO FOREIGN BANKING
Sec. 629. Conversion of banking corporations into Federal
corporations; procedure
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.
(Dec. 23, 1913, ch. 6, Sec. 25A (par.), formerly Sec. 25(a), as added
Dec. 24, 1919, ch. 18, 41 Stat. 378; amended Aug. 23, 1935, ch. 614,
title II, Sec. 203(a), 49 Stat. 704; renumbered Sec. 25A, Pub. L. 102-
242, title I, Sec. 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.)
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 (Sec. 611 et seq.).
Codification
Section is comprised of a part of section 25A, formerly section
25(a), which was added to act Dec. 23, 1913, ch. 6, by act Dec. 24,
1919.
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.
