12 U.S.C. § 624 — Appointment of receiver or conservator

Page 193 TITLE 12—BANKS AND BANKING § 624 Editorial Notes REFERENCES IN TEXT This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). CODIFICATION Section is comprised of par. 13 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. § 622. Forfeiture of rights and privileges; dissolu- tion; liability of directors and officers Should any corporation 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 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 ju- risdiction, in a suit brought for that purpose in the district or territory in which the home of- fice of such corporation is located, which suit shall be brought by the United States at the in- stance of the Board of Governors of the Federal Reserve System or the Attorney General. Upon adjudication of such noncompliance or viola- tion, each director 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 shall have sustained in consequence thereof. No dis- solution shall take away or impair any remedy against the corporation, its stockholders, or of- ficers for any liability or penalty previously in- curred. (Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; amend- ed Aug. 23, 1935, ch. 614, title II, § 203(a), 49 Stat. 704; renumbered § 25A, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.) Editorial Notes REFERENCES IN TEXT Organized under this subchapter, referred to in text, was in the original ‘‘organized hereunder’’, meaning under section 25A of act Dec. 23, 1913, which comprises this subchapter (§ 611 et seq.). This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913. CODIFICATION Section is comprised of par. 14 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. Statutory Notes and Related Subsidiaries 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. § 623. Voluntary liquidation Any corporation organized under this sub- chapter may go into voluntary liquidation and be closed by a vote of its shareholders owning two-thirds of its stock. (Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; renum- bered § 25A, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.) Editorial Notes REFERENCES IN TEXT Any corporation organized under this subchapter, re- ferred to in text, was in the original ‘‘Any such cor- poration’’. CODIFICATION Section is comprised of par. 15 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. § 624. Appointment of receiver or conservator (A) IN GENERAL.—The Board may appoint a conservator or receiver for a corporation orga- nized under the provisions of this subchapter to the same extent and in the same manner as the Comptroller of the Currency may appoint a con- servator or receiver for a national bank, and the conservator or receiver for such corporation shall exercise the same powers, functions, and duties, subject to the same limitations, as a con- servator or receiver for a national bank. (B) EQUIVALENT AUTHORITY.—The Board shall have the same authority with respect to any conservator or receiver appointed for a corpora- tion organized under the provisions of this sub- chapter under this section and any such corpora- tion as the Comptroller of the Currency has with respect to a conservator or receiver of a na- tional bank and the national bank for which a conservator or receiver has been appointed. (C) TITLE 11 PETITIONS.—The Board may direct the conservator or receiver of a corporation or- ganized under the provisions of this subchapter to file a petition pursuant to title 11, in which case, title 11 shall apply to the corporation in lieu of otherwise applicable Federal or State in- solvency law. (Dec. 23, 1913, ch. 6, § 25A(16), formerly § 25(a) (par.), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; amended Aug. 23, 1935, ch. 614, title II, § 203(a), 49 Stat. 704; renumbered § 25A (par.), Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281; renumbered § 25A(16), and amended Pub. L. 106–554, § 1(a)(5) [title I, § 112(e)], Dec. 21, 2000, 114 Stat. 2763, 2763A–396.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). CODIFICATION Section is comprised of par. (16) of section 25A of act Dec. 23, 1913, which comprises this subchapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. Page 194 TITLE 12—BANKS AND BANKING § 625 AMENDMENTS 2000—Pub. L. 106–554 amended section catchline and text generally. Prior to amendment, text read as fol- lows: ‘‘Whenever the Board of Governors of the Federal Reserve System shall become satisfied of the insol- vency of any corporation organized under this sub- chapter, it may appoint a receiver who shall take pos- session of all of the property and assets of the corpora- tion and exercise the same rights, privileges, powers, and authority with respect thereto as are now exercised by receivers of national banks appointed by the Comp- troller of the Currency of the United States: Provided, however, That the assets of the corporation subject to the laws of other countries or jurisdictions shall be dealt with in accordance with the terms of such laws.’’ § 625. Stockholders’ meetings; books and records; reports; examination Every corporation organized under the provi- sions 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 in the United States. Every such corpora- tion shall keep at its home office books con- taining the names of all stockholders thereof, and the names and addresses of the members of its board of directors, together with copies of all reports made by it to the Board of Governors of the Federal Reserve System. Every such cor- poration shall make reports to the Board 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 nec- essary by the Board of Governors of the Federal Reserve System by examiners appointed by the Board of Governors of the Federal Reserve Sys- tem, the cost of such examinations, including the compensation of the examiners, to be fixed by the Board of Governors of the Federal Re- serve System and to be paid by the Corporation examined. (Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; amend- ed Aug. 23, 1935, ch. 614, title II, § 203(a), 49 Stat. 704; renumbered § 25A, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). CODIFICATION Section is comprised of par. 17 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. Statutory Notes and Related Subsidiaries 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. § 626. Dividends; surplus fund The directors of any corporation organized under the provisions of this subchapter may, semiannually, declare a dividend of so much of the net profits of the corporation as they shall judge expedient; but each corporation shall, be- fore the declaration of a dividend, carry one- tenth of its net profits of the preceding half year to its surplus fund until the same shall amount to 20 per centum of its capital stock. (Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; renum- bered § 25A, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). CODIFICATION Section is comprised of par. 18 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. § 627. State taxation Any corporation organized under the provi- sions of this subchapter shall be subject to tax by the State within which its home office is lo- cated in the same manner and to the same ex- tent as other corporations organized under the laws of that State which are transacting a simi- lar character of business. The shares of stock in such corporation shall also be subject to tax as the personal property of the owners or holders thereof in the same manner and to the same ex- tent as the shares of stock in similar State cor- porations. (Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), as added Dec. 24, 1919, ch. 18, 41 Stat. 378; renum- bered § 25A, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in text, was in the origi- nal ‘‘this section’’, meaning section 25A of act Dec. 23, 1913, which is classified to this subchapter (§ 611 et seq.). CODIFICATION Section is comprised of par. 19 (undesignated) of sec- tion 25A of act Dec. 23, 1913, which comprises this sub- chapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title. § 628. Extension of corporate existence Any corporation organized under the provi- sions 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 of Governors of the Federal Reserve System for its approval to ex- tend the period of its corporate existence for a term of not more than twenty years, and upon certified approval of the Board of Governors of the Federal Reserve System such corporation shall have its corporate existence for such ex-