---
kind: "range"
citation: "12 U.S.C. §§ 611–614"
title: "12"
from: "611"
to: "614"
count: 5
release: "119-102"
url: "https://uscodex.org/usc/12/611..614"
---

# §611. Formation authorized; fiscal agents; depositaries in insular possessions


[Corporations](/usc/12/2277a.md?p=2) to be organized for the purpose of engaging in international or foreign banking or other international or foreign financial operations, or in banking or other financial operations in a dependency or insular possession of the United States, either directly or through the [agency](/usc/12/1422.md?p=12), ownership or [control](/usc/12/24a.md?p=g-1) of local institutions in foreign countries, or in such dependencies or insular possessions as provided by this subchapter and to act when required by the Secretary of the Treasury as fiscal agents of the United States, may be formed by any number of natural [persons](/usc/12/5481.md?p=19), not less in any case than five: Provided, That nothing in this subchapter shall be construed to deny the right of the Secretary of the Treasury to use any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter as depositaries in Panama and the Panama Canal Zone, or other insular possessions and dependencies of the United States.


# §611a. Statement of purposes; rules and regulations


The Congress declares that it is the purpose of this subchapter to provide for the establishment of international banking and financial [corporations](/usc/12/2277a.md?p=2) operating under Federal supervision with powers sufficiently broad to enable them to compete effectively with similar foreign-owned institutions in the United States and abroad; to afford to the United States exporter and importer in particular, and to United States commerce, industry, and agriculture in general, at all times a means of financing international trade, especially United States exports; to foster the [participation](/usc/12/2206a.md?p=a-1) by regional and smaller [banks](/usc/12/221a.md?p=a) throughout the United States in the provision of international banking and financing services to all segments of United States agriculture, commerce, and industry, and, in particular small business and farming concerns; to stimulate competition in the provision of international banking and financing services throughout the United States; and, in conjunction with each of the preceding purposes, to facilitate and stimulate the export of United States goods, wares, merchandise, commodities, and services to achieve a sound United States international trade position. The [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System shall issue rules and regulations under this subchapter consistent with and in furtherance of the purposes described in the preceding sentence, and, in accordance therewith, shall review and revise any such rules and regulations at least once every five years, the first such period commencing with the effective date of rules and regulations issued pursuant to section 3(a) of the International Banking Act of 1978, in order to ensure that such purposes are being served in light of prevailing economic conditions and banking practices.


# §612. Articles of association; contents


The [persons](/usc/12/5481.md?p=19) described in [section 611 of this title](/usc/12/611.md) shall enter into articles of [association](/usc/12/1828.md?p=s-4-E-i) which shall specify in general terms the objects for which the [association](/usc/12/1828.md?p=s-4-E-i) is formed and may contain any other provisions not inconsistent with law which the [association](/usc/12/1828.md?p=s-4-E-i) may see fit to adopt for the regulation of its business and the conduct of its affairs.


# §613. Signing of articles of association; forwarding to and filing by Board of Governors of the Federal Reserve System; organization certificate; contents


Articles of [association](/usc/12/1828.md?p=s-4-E-i) described in [section 612 of this title](/usc/12/612.md) shall be signed by all of the [persons](/usc/12/5481.md?p=19) intending to [participate](/usc/12/2206a.md?p=a-1) in the organization of the [corporation](/usc/12/2277a.md?p=2) and, thereafter, shall be forwarded to the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System and shall be filed and preserved in its [office](/usc/12/2279bb.md?p=4). The [persons](/usc/12/5481.md?p=19) signing the said articles of [association](/usc/12/1828.md?p=s-4-E-i) shall, under their hands, make an organization certificate which shall specifically [state](/usc/12/1707.md?p=d):

First. The name assumed by such [corporation](/usc/12/2277a.md?p=2), which shall be subject to the approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System.

Second. The place or places where its operations are to be carried on.

Third. The place in the United States where its home [office](/usc/12/2279bb.md?p=4) is to be located.

Fourth. The amount of its [capital stock](/usc/12/51c.md) and the number of shares into which the same shall be divided.

Fifth. The names and places of business or residence of the [persons](/usc/12/5481.md?p=19) executing the certificate and the number of shares to which each has subscribed.

Sixth. The fact that the certificate is made to enable the [persons](/usc/12/5481.md?p=19) subscribing the same, and all other [persons](/usc/12/5481.md?p=19), firms, [companies](/usc/12/24a.md?p=g-1), and [corporations](/usc/12/2277a.md?p=2), who or which may thereafter subscribe to or purchase shares of the [capital stock](/usc/12/51c.md) of such [corporation](/usc/12/2277a.md?p=2), to avail themselves of the advantages of this subchapter.


# §614. Organization certificate; acknowledgment; forwarding to, filing, and approval by Board of Governors of the Federal Reserve System; permit to do business; body corporate; name; seal; corporate succession; contracts; suits; directors, officers, and employees; bylaws


The [persons](/usc/12/5481.md?p=19) signing the organization certificate shall duly acknowledge the execution thereof before a judge of some court of record or notary public, who shall certify thereto under the seal of such court or notary, and thereafter the certificate shall be forwarded to the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System to be filed and preserved in its [office](/usc/12/2279bb.md?p=4). Upon duly making and filing articles of [association](/usc/12/1828.md?p=s-4-E-i) and an organization certificate, and after the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System has approved the same and issued a permit to begin business, the [association](/usc/12/1828.md?p=s-4-E-i) shall become and be a body corporate, and as such and in the name designated therein shall have power to adopt and use a corporate seal, which may be changed at the pleasure of its [board](/usc/12/221a.md?p=a) of [directors](/usc/12/2279bb.md?p=3); to have succession for a period of twenty years unless sooner dissolved by the act of the shareholders owning two-thirds of the stock or by an act of Congress or unless its franchises become forfeited by some violation of law; to make contracts; to sue and be sued, complain, and defend in any court of law or equity; to elect or appoint [directors](/usc/12/2279bb.md?p=3); and, by its [board](/usc/12/221a.md?p=a) of [directors](/usc/12/2279bb.md?p=3), to appoint such officers and employees as may be deemed proper, define their authority and duties, require bonds of them, and fix the penalty thereof, dismiss such officers or employees, or any thereof, at pleasure and appoint others to fill their places; to prescribe, by its [board](/usc/12/221a.md?p=a) of [directors](/usc/12/2279bb.md?p=3), bylaws not inconsistent with law or with the regulations of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System regulating the manner in which its stock shall be transferred, its [directors](/usc/12/2279bb.md?p=3) elected or appointed, its officers and employees appointed, its property transferred, and the privileges granted to it by law exercised and enjoyed.