---
kind: "range"
citation: "12 U.S.C. §§ 611–631"
title: "12"
from: "611"
to: "631"
count: 22
release: "119-102"
url: "https://uscodex.org/usc/12/611..631"
---

# §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.


# §615. Powers of corporation


Each [corporation](/usc/12/2277a.md?p=2) organized as provided in [sections 611 to 614](/usc/12/611..614.md) of this title shall have power, under such rules and regulations as the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may prescribe:

- (a) **Dealings in drafts, checks, bills of exchange, acceptances, and other evidences of indebtedness; purchase and sale of securities; letters of credit; purchase and sale of coin, bullion, and exchange; borrowing and loaning money; issue of debentures, bonds, and notes; deposits; limitation of liabilities; reserves—** To purchase, sell, discount, and negotiate, with or without its indorsement or guaranty, notes, drafts, checks, bills of exchange, acceptances, [including](/usc/12/25b.md?p=a-3) bankers’ acceptances, cable transfers, and other evidences of indebtedness; to purchase and sell, with or without its indorsement or guaranty, securities, [including](/usc/12/25b.md?p=a-3) the obligations of the United States or of any [State](/usc/12/1707.md?p=d) thereof but not [including](/usc/12/25b.md?p=a-3) shares of stock in any [corporation](/usc/12/2277a.md?p=2) except as herein provided; to accept bills or drafts drawn upon it subject to such limitations and restrictions as the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may impose; to issue letters of [credit](/usc/12/5481.md?p=7); to purchase and sell coin, bullion, and exchange; to borrow and to lend money; to issue debentures, bonds, and promissory notes under such general conditions as to security and such limitations as the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may prescribe; to receive [deposits](/usc/12/5301.md?p=18-A) outside of the United States and to receive only such [deposits](/usc/12/5301.md?p=18-A) within the United States as may be incidental to or for the purpose of carrying out transactions in foreign countries or dependencies or insular possessions of the United States; and generally to exercise such powers as are incidental to the power conferred by this Act or as may be usual, in the determination of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, in connection with the transaction of the business of banking or other financial operations in the countries, colonies, dependencies, or possessions in which it shall transact business and not inconsistent with the powers specifically granted herein. Nothing contained in this subchapter shall be construed to prohibit the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, under its power to prescribe rules and regulations, from limiting the aggregate amount of liabilities of any or all classes incurred by the [corporation](/usc/12/2277a.md?p=2) and outstanding at any one time. Whenever a [corporation](/usc/12/2277a.md?p=2) organized under this subchapter receives [deposits](/usc/12/5301.md?p=18-A) in the United States authorized by this subchapter, it shall carry reserves in such amounts as the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may prescribe for [member banks](/usc/12/221a.md?p=a) of the Federal Reserve System.
- (b) **Branches or agencies—** To establish and maintain for the transaction of its business branches or [agencies](/usc/12/1422.md?p=12) in foreign countries, their dependencies or colonies, and in the dependencies or insular possessions of the United States, at such places as may be approved by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System and under such rules and regulations as it may prescribe, [including](/usc/12/25b.md?p=a-3) countries or dependencies not specified in the original organization certificate.
- (c) **Purchase of stock in other corporations—** With the consent of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System to purchase and hold stock or other certificates of ownership in any other [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter, or under the laws of any foreign country or a colony or dependency thereof, or under the laws of any [State](/usc/12/1707.md?p=d), dependency, or insular possession of the United States but not engaged in the general business of buying or selling goods, wares, merchandise, or commodities in the United States, and not transacting any business in the United States except such as in the judgment of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may be incidental to its international or foreign business: Provided, however, That, except with the approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, no [corporation](/usc/12/2277a.md?p=2) organized under this subchapter shall invest in any one [corporation](/usc/12/2277a.md?p=2) an amount in excess of 10 per centum of its own [capital](/usc/12/51c.md) and surplus, except in a [corporation](/usc/12/2277a.md?p=2) engaged in the business of banking, when 15 per centum of its [capital](/usc/12/51c.md) and surplus may be so invested: Provided further, That no [corporation](/usc/12/2277a.md?p=2) organized under this subchapter shall purchase, own, or hold stock or certificates of ownership in any other [corporation](/usc/12/2277a.md?p=2) organized under this subchapter or under the laws of any [State](/usc/12/1707.md?p=d) which is in substantial competition therewith, or which holds stock or certificates of ownership in [corporations](/usc/12/2277a.md?p=2) which are in substantial competition with the purchasing [corporation](/usc/12/2277a.md?p=2).

  Nothing contained herein shall prevent [corporations](/usc/12/2277a.md?p=2) organized under this subchapter from purchasing and holding stock in any [corporation](/usc/12/2277a.md?p=2) where such purchase shall be necessary to prevent a loss upon a debt previously contracted in good faith; and stock so purchased or acquired in [corporations](/usc/12/2277a.md?p=2) organized under this subchapter shall, within six months from such purchase, be sold or disposed of at public or private sale, unless the time to so dispose of same is extended by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System.


# §616. Place of carrying on business; when business may be begun


No [corporation](/usc/12/2277a.md?p=2) organized under this subchapter shall carry on any part of its business in the United States except such as, in the judgment of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, shall be incidental to its international or foreign business: And provided further, That except such as is incidental and preliminary to its organization, no such [corporation](/usc/12/2277a.md?p=2) shall exercise any of the powers conferred by this subchapter until it has been duly authorized by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System to commence business as a [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter.


# §617. Engaging in commerce or trade in commodities; price fixing; forfeiture of charter; acts forbidden to directors, officers, agents, or employees


No [corporation](/usc/12/2277a.md?p=2) organized under this subchapter shall engage in commerce or trade in commodities except as specifically provided in this subchapter, nor shall it, either directly or indirectly, [control](/usc/12/24a.md?p=g-1) or fix or attempt to [control](/usc/12/24a.md?p=g-1) or fix the price of any such commodities. The charter of any [corporation](/usc/12/2277a.md?p=2) violating this provision shall be subject to forfeiture in the manner provided in this subchapter. It shall be unlawful for any [director](/usc/12/2279bb.md?p=3), officer, agent, or employee of any such [corporation](/usc/12/2277a.md?p=2) to use or to conspire to use the [credit](/usc/12/5481.md?p=7), the [funds](/usc/12/4702.md?p=10), or the power of the [corporation](/usc/12/2277a.md?p=2) to fix or [control](/usc/12/24a.md?p=g-1) the price of any such commodities, and any such [person](/usc/12/5481.md?p=19) violating this provision shall be liable to a fine of not less than $1,000 and not exceeding $5,000 or imprisonment not less than one year and not exceeding five years, or both, in the discretion of the court.


# §618. Capital stock; amount; when paid in


No [corporation](/usc/12/2277a.md?p=2) shall be organized under the provisions of this subchapter with a [capital stock](/usc/12/51c.md) of less than $2,000,000, one-quarter of which must be paid in before the [corporation](/usc/12/2277a.md?p=2) may be authorized to begin business, and the remainder of the [capital stock](/usc/12/51c.md) of such [corporation](/usc/12/2277a.md?p=2) shall be paid in installments of at least 10 per centum on the whole amount to which the [corporation](/usc/12/2277a.md?p=2) shall be limited as frequently as one installment at the end of each succeeding two months from the time of the commencement of its business operations until the whole of the [capital stock](/usc/12/51c.md) shall be paid in: Provided, however, That whenever $2,000,000 of the [capital stock](/usc/12/51c.md) of any [corporation](/usc/12/2277a.md?p=2) is paid in the remainder of the [corporation](/usc/12/2277a.md?p=2)’s [capital stock](/usc/12/51c.md) or any unpaid part of such remainder may, with the consent of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System and subject to such regulations and conditions as it may prescribe, be paid in upon call from the [board](/usc/12/221a.md?p=a) of [directors](/usc/12/2279bb.md?p=3); such unpaid subscriptions, however, to be included in the maximum of 10 per centum of the [national bank](/usc/12/221a.md?p=a)’s [capital](/usc/12/51c.md) and surplus which a [national bank](/usc/12/221a.md?p=a) is permitted under the provisions of this Act to hold in stock of [corporations](/usc/12/2277a.md?p=2) engaged in business of the kind described in this subchapter and subchapter I of this chapter. The [capital stock](/usc/12/51c.md) of any such [corporation](/usc/12/2277a.md?p=2) may be increased at any time, with the approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, by a vote of two-thirds of its shareholders or by unanimous consent in writing of the shareholders without a meeting and without a formal vote, but any such increase of [capital](/usc/12/51c.md) shall be fully paid in within ninety days after such approval; and may be reduced in like manner, provided that in no event shall it be less than $2,000,000. No [corporation](/usc/12/2277a.md?p=2), except as herein provided, shall during the time it shall continue its operations, withdraw or permit to be withdrawn, either in the form of dividends or otherwise, any portion of its [capital](/usc/12/51c.md). Any [national bank](/usc/12/221a.md?p=a) may invest in the stock of any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter. The aggregate amount of stock held by any [national bank](/usc/12/221a.md?p=a) in all [corporations](/usc/12/2277a.md?p=2) engaged in business of the kind described in this subchapter or subchapter I of this chapter shall not exceed an amount equal to 10 percent of the [capital](/usc/12/51c.md) and surplus of such [bank](/usc/12/1426a.md?p=g-1) unless the [Board](/usc/12/221a.md?p=a) determines that the investment of an additional amount by the [bank](/usc/12/1426a.md?p=g-1) would not be unsafe or unsound and, in any case, shall not exceed an amount equal to 20 percent of the [capital](/usc/12/51c.md) and surplus of such [bank](/usc/12/1426a.md?p=g-1).


# §619. Capital stock; by whom held; ownership of capital stock by foreign bank


Except as otherwise provided in this subchapter, a majority of the shares of the [capital stock](/usc/12/51c.md) of any such [corporation](/usc/12/2277a.md?p=2) shall at all times be held and owned by citizens of the United States, by [corporations](/usc/12/2277a.md?p=2) the controlling interest in which is owned by citizens of the United States, chartered under the laws of the United States or of a [State](/usc/12/1707.md?p=d) of the United States, or by firms or [companies](/usc/12/24a.md?p=g-1), the controlling interest in which is owned by citizens of the United States. Notwithstanding any other provisions of this subchapter, one or more foreign banks, institutions organized under the laws of foreign countries which own or [control](/usc/12/24a.md?p=g-1) foreign banks, or [banks](/usc/12/221a.md?p=a) organized under the laws of the United States, the [States](/usc/12/1707.md?p=d) of the United States, or the District of Columbia, the controlling interests in which are owned by any such foreign banks or institutions, may, with the prior approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System and upon such terms and conditions and subject to such rules and regulations as the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System may prescribe, own and hold 50 per centum or more of the shares of the [capital stock](/usc/12/51c.md) of any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter and any such [corporation](/usc/12/2277a.md?p=2) shall be subject to the same provisions of law as any other [corporation](/usc/12/2277a.md?p=2) organized under this subchapter, and the terms “controls” and “controlling interest” shall be construed consistently with the definition of “[control](/usc/12/24a.md?p=g-1)” in section 2 of the Bank Holding Company Act of 1956 [[12 U.S.C. 1841](/usc/12/1841.md)]. For the purposes of the preceding sentence of this paragraph the term “foreign bank” shall have the meaning assigned to it in the International Banking Act of 1978 [[12 U.S.C. 3101](/usc/12/3101.md) et seq.]. Any [company](/usc/12/24a.md?p=g-1), other than a [bank](/usc/12/1426a.md?p=g-1) as defined in section 2 of the Bank Holding Company Act of 1956, that after March 5, 1987, directly or indirectly [acquires](/usc/12/1467a.md?p=a-1-J) [control](/usc/12/24a.md?p=g-1) of a [corporation](/usc/12/2277a.md?p=2) organized or operating under the provisions of this subchapter or subchapter I of this chapter shall be subject to the provisions of the Bank Holding Company Act of 1956 [[12 U.S.C. 1841](/usc/12/1841.md) et seq.] in the same manner and to the same extent that [bank holding companies](/usc/12/1813.md?p=w-2) are subject thereto, except that such [company](/usc/12/24a.md?p=g-1) shall not by reason of this paragraph be deemed a [bank holding company](/usc/12/1813.md?p=w-2) for the purpose of section 3 of the Bank Holding Company Act of 1956 [[12 U.S.C. 1842](/usc/12/1842.md)].


# §620. Members of Board of Governors of the Federal Reserve System without interest in corporation


No [member](/usc/12/1426a.md?p=g-1) of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System shall be an officer or [director](/usc/12/2279bb.md?p=3) of any [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter or of any [corporation](/usc/12/2277a.md?p=2) engaged in similar business organized under the laws of any [State](/usc/12/1707.md?p=d), nor hold stock in any such [corporation](/usc/12/2277a.md?p=2), and before entering upon his duties as a [member](/usc/12/1426a.md?p=g-1) of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System he shall certify under oath to the Secretary of the Treasury that he has complied with this requirement.


# §621. Liability of shareholders on unpaid subscriptions; membership of corporation in Federal reserve bank prohibited


Shareholders in any [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter shall be liable for the amount of their unpaid stock subscriptions. No such [corporation](/usc/12/2277a.md?p=2) shall become a [member](/usc/12/1426a.md?p=g-1) of any Federal [reserve bank](/usc/12/221a.md?p=a).


# §622. Forfeiture of rights and privileges; dissolution; liability of directors and officers


Should any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter violate or fail to comply with any of the provisions of this subchapter, all of its rights, privileges, and franchises derived herefrom may thereby be forfeited. Before any such [corporation](/usc/12/2277a.md?p=2) shall be declared dissolved, or its rights, privileges, and franchises forfeited, any noncompliance with or violation of such laws shall, however, be determined and adjudged by a court of the United States of competent jurisdiction, in a suit brought for that purpose in the [district](/usc/12/221a.md?p=a) or territory in which the home [office](/usc/12/2279bb.md?p=4) of such [corporation](/usc/12/2277a.md?p=2) is located, which suit shall be brought by the United States at the instance of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System or the Attorney General. Upon adjudication of such noncompliance or violation, each [director](/usc/12/2279bb.md?p=3) and officer who participated in, or assented to, the illegal act or acts shall be liable in his personal or individual capacity for all damages which the said [corporation](/usc/12/2277a.md?p=2) shall have sustained in consequence thereof. No dissolution shall take away or impair any remedy against the [corporation](/usc/12/2277a.md?p=2), its stockholders, or officers for any liability or penalty previously incurred.


# §623. Voluntary liquidation


Any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter may go into voluntary liquidation and be closed by a vote of its shareholders owning two-thirds of its stock.


# §624. Appointment of receiver or conservator

- (A) **In general.—** The [Board](/usc/12/221a.md?p=a) may appoint a conservator or receiver for a [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter to the same extent and in the same manner as the Comptroller of the Currency may appoint a conservator or receiver for a [national bank](/usc/12/221a.md?p=a), and the conservator or receiver for such [corporation](/usc/12/2277a.md?p=2) shall exercise the same powers, functions, and duties, subject to the same limitations, as a conservator or receiver for a [national bank](/usc/12/221a.md?p=a).
- (B) **Equivalent authority.—** The [Board](/usc/12/221a.md?p=a) shall have the same authority with respect to any conservator or receiver appointed for a [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter under this section and any such [corporation](/usc/12/2277a.md?p=2) as the Comptroller of the Currency has with respect to a conservator or receiver of a [national bank](/usc/12/221a.md?p=a) and the [national bank](/usc/12/221a.md?p=a) for which a conservator or receiver has been appointed.
- (C) **Title 11 petitions.—** The [Board](/usc/12/221a.md?p=a) may direct the conservator or receiver of a [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter to file a petition pursuant to [title 11](/usc/11.md), in which case, [title 11](/usc/11.md) shall apply to the [corporation](/usc/12/2277a.md?p=2) in lieu of otherwise applicable Federal or [State](/usc/12/1707.md?p=d) insolvency law.

# §625. Stockholders’ meetings; books and records; reports; examination


Every [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter shall hold a meeting of its stockholders annually upon a date fixed in its bylaws, such meeting to be held at its home [office](/usc/12/2279bb.md?p=4) in the United States. Every such [corporation](/usc/12/2277a.md?p=2) shall keep at its home [office](/usc/12/2279bb.md?p=4) books containing the names of all stockholders thereof, and the names and addresses of the [members](/usc/12/1426a.md?p=g-1) of its [board](/usc/12/221a.md?p=a) of [directors](/usc/12/2279bb.md?p=3), together with copies of all reports made by it to the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System. Every such [corporation](/usc/12/2277a.md?p=2) shall make reports to the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System at such times and in such form as it may require; and shall be subject to examination once a year and at such other times as may be deemed necessary by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System by examiners appointed by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, the cost of such examinations, [including](/usc/12/25b.md?p=a-3) the compensation of the examiners, to be fixed by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System and to be paid by the [Corporation](/usc/12/2277a.md?p=2) examined.


# §626. Dividends; surplus fund


The [directors](/usc/12/2279bb.md?p=3) of any [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter may, semiannually, declare a dividend of so much of the net profits of the [corporation](/usc/12/2277a.md?p=2) as they shall judge expedient; but each [corporation](/usc/12/2277a.md?p=2) shall, before the declaration of a dividend, carry one-tenth of its net profits of the preceding half year to its surplus [fund](/usc/12/4702.md?p=10) until the same shall amount to 20 per centum of its [capital stock](/usc/12/51c.md).


# §627. State taxation


Any [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter shall be subject to tax by the [State](/usc/12/1707.md?p=d) within which its home [office](/usc/12/2279bb.md?p=4) is located in the same manner and to the same extent as other [corporations](/usc/12/2277a.md?p=2) organized under the laws of that [State](/usc/12/1707.md?p=d) which are transacting a similar character of business. The shares of stock in such [corporation](/usc/12/2277a.md?p=2) shall also be subject to tax as the personal property of the [owners](/usc/12/4146.md?p=2) or holders thereof in the same manner and to the same extent as the shares of stock in similar [State](/usc/12/1707.md?p=d) [corporations](/usc/12/2277a.md?p=2).


# §628. Extension of corporate existence


Any [corporation](/usc/12/2277a.md?p=2) organized under the provisions of this subchapter may at any time within the two years next previous to the date of the expiration of its corporate existence, by a vote of the shareholders owning two-thirds of its stock, apply to the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System for its approval to extend the period of its corporate existence for a term of not more than twenty years, and upon certified approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System such [corporation](/usc/12/2277a.md?p=2) shall have its corporate existence for such extended period unless sooner dissolved by the act of the shareholders owning two-thirds of its stock, or by an Act of Congress or unless its franchise becomes forfeited by some violation of law.


# §629. Conversion of banking corporations into Federal corporations; procedure


Any [bank](/usc/12/1426a.md?p=g-1) or banking institution, principally engaged in foreign business, incorporated by special law of any [State](/usc/12/1707.md?p=d) or of the United States or organized under the general laws of any [State](/usc/12/1707.md?p=d) or of the United States and having an unimpaired [capital](/usc/12/51c.md) sufficient to entitle it to become a [corporation](/usc/12/2277a.md?p=2) under the provisions of this subchapter may, by the vote of the shareholders owning not less than two-thirds of the [capital stock](/usc/12/51c.md) of such [bank](/usc/12/1426a.md?p=g-1) or banking [association](/usc/12/1828.md?p=s-4-E-i), with the approval of the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, be converted into a Federal [corporation](/usc/12/2277a.md?p=2) of the kind authorized by this subchapter with any name approved by the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System: Provided, however, That said conversion shall not be in contravention of the [State](/usc/12/1707.md?p=d) law. In such case the articles of [association](/usc/12/1828.md?p=s-4-E-i) and organization certificate may be executed by a majority of the [directors](/usc/12/2279bb.md?p=3) of the [bank](/usc/12/1426a.md?p=g-1) or banking institution, and the certificate shall declare that the [owners](/usc/12/4146.md?p=2) of at least two-thirds of the [capital stock](/usc/12/51c.md) have authorized the [directors](/usc/12/2279bb.md?p=3) to make such certificate and to change or convert the [bank](/usc/12/1426a.md?p=g-1) or banking institution into a Federal [corporation](/usc/12/2277a.md?p=2). A majority of the [directors](/usc/12/2279bb.md?p=3), after executing the articles of [association](/usc/12/1828.md?p=s-4-E-i) 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](/usc/12/2277a.md?p=2). The shares of any such [corporation](/usc/12/2277a.md?p=2) may continue to be for the same amount each as they were before the conversion, and the [directors](/usc/12/2279bb.md?p=3) may continue to be [directors](/usc/12/2279bb.md?p=3) of the [corporation](/usc/12/2277a.md?p=2) until others are elected or appointed in accordance with the provisions of this subchapter. When the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System has given to such [corporation](/usc/12/2277a.md?p=2) a certificate that the provisions of this subchapter have been complied with, such [corporation](/usc/12/2277a.md?p=2) 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](/usc/12/2277a.md?p=2) originally organized thereunder.


# §630. Offenses by officers of corporation; punishment


Every officer, [director](/usc/12/2279bb.md?p=3), clerk, employee, or agent of any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter who embezzles, abstracts, or willfully misapplies any of the moneys, [funds](/usc/12/4702.md?p=10), [credits](/usc/12/5481.md?p=7), securities, evidences of indebtedness or assets of any character of such [corporation](/usc/12/2277a.md?p=2); or who, without authority from the [directors](/usc/12/2279bb.md?p=3), issues or puts forth any certificate of [deposit](/usc/12/5301.md?p=18-A), draws any order or bill of exchange, makes any acceptance, assigns any note, bond, debenture, draft, bill of exchange, [mortgage](/usc/12/1707.md?p=a), judgment, or decree; or who makes any false entry in any book, report, or statement of such [corporation](/usc/12/2277a.md?p=2) with intent, in either case, to injure or defraud such [corporation](/usc/12/2277a.md?p=2) or any other [company](/usc/12/24a.md?p=g-1), body politic or corporate, or any individual [person](/usc/12/5481.md?p=19), or to deceive any officer of such [corporation](/usc/12/2277a.md?p=2), the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, or any agent or examiner appointed to examine the affairs of any such [corporation](/usc/12/2277a.md?p=2); and every receiver of any such [corporation](/usc/12/2277a.md?p=2) and every clerk or employee of such receiver who shall embezzle, abstract, or willfully misapply or wrongfully convert to his own use any moneys, [funds](/usc/12/4702.md?p=10), [credits](/usc/12/5481.md?p=7), or assets of any character which may come into his possession or under his [control](/usc/12/24a.md?p=g-1) in the execution of his trust or the performance of the duties of his employment; and every such receiver or clerk or employee of such receiver who shall, with intent to injure or defraud [any person](/usc/12/1715z–4a.md?p=a-2), body politic or corporate, or to deceive or mislead the [Board](/usc/12/221a.md?p=a) of Governors of the Federal Reserve System, or any agent or examiner appointed to examine the affairs of such receiver, shall make any false entry in any book, report, or record of any matter connected with the duties of such receiver; and every [person](/usc/12/5481.md?p=19) who with like intent aids or abets any officer, [director](/usc/12/2279bb.md?p=3), clerk, employee, or agent of any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter, or receiver or clerk or employee of such receiver as aforesaid in any violation of this subchapter, shall upon conviction thereof be imprisoned for not less than two years nor more than ten years, and may also be fined not more than $5,000, in the discretion of the court.


# §631. False representations as to liability of United States for acts of corporation; punishment


Whoever being connected in any capacity with any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter, represents in any way that the United States is liable for the payment of any bond or other obligation, or the interest thereon, issued or incurred by any [corporation](/usc/12/2277a.md?p=2) organized under this subchapter, or that the United States incurs any liability in respect of any act or omission of the [corporation](/usc/12/2277a.md?p=2), shall be punished by a fine or[^1] not more than $10,000 and by imprisonment for not more than five years.