12 U.S.C. § 35

Organization of State banks as national banking associations

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Any bank 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 national banking association under the provisions of the existing laws may, by the vote of the shareholders owning not less than fifty-one per centum of the capital stock of such bank or banking association, with the approval of the Comptroller of the Currency be converted into a national banking association, with a name that contains the word “national”: 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 fifty-one per centum of the capital stock have authorized the directors to make such certificate and to change or convert the bank or banking institution into a national association. 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 national association. The shares of any such bank 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 association until others are elected or appointed in accordance with the provisions of the statutes of the United States. When the Comptroller has given to such bank or banking association a certificate that the provisions of this Act have been complied with, such bank or banking association, 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 the Federal Reserve Act [12 U.S.C. 221 et seq.] and the National Banking Act for associations originally organized as national banking associations.

The Comptroller of the Currency may, in his discretion and subject to such conditions as he may prescribe, permit such converting bank to retain and carry at a value determined by the Comptroller such of the assets of such converting bank as do not conform to the legal requirements relative to assets acquired and held by national banking associations. The Comptroller of the Currency may not approve the conversion of a State bank or State savings association to a national banking association or Federal savings association during any period in which the State bank or State savings association is subject to a cease and desist order (or other formal enforcement order) issued by, or a memorandum of understanding entered into with, a State bank supervisor or the appropriate Federal banking agency with respect to a significant supervisory matter or a final enforcement action by a State Attorney General.

Notes of Decisions

Cited in 14 cases (1 in the last 5 years), 1932–2021 · leading case: Lacewell v. Office of the Comptroller of the Currency

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Lacewell v. Office of the Comptroller of the Currency (2021) ca2 “See 12 U.S.C. § 35 . 22 regulated non-depository institutions.”

Wells Fargo Bank v. Superior Court (1991) cal · cites it 2× “, 12 U.S.C. § 35 ; Miller, The Future of the Dual Banking System (1987) 53 Brooklyn L.”

Vullo v. Office of the Comptroller of the Currency (2019) ilsd “Although banks may convert their charters to switch between the federal and state systems, see 12 U.S.C § 35 ; N.Y. Consolidated Banking Law 136, Congress has repeatedly endeavored to strike the balance of maintaining "competitive equality with its deference to state standards.”

Ncnb Corporation, a North Carolina Corporation North Carolina National Bank v. United States (1982) ca4 “§ 33 ; conversion from state to national bank, 12 U.S.C. § 35 ; relocation of a branch office, 12 U.”

Hopkins Federal Savings & Loan Ass'n v. Cleary (1935) scotus “258 ; 12 U. S. C. § 35 . Cf. 12 U. S. C. § 342 ; Ex parte Worcester National Bank, 279 U.”

Traverse City State Bank v. Empire National Bank (1964) miwd · cites it 2× “12 U.S.C.A. § 35 . On February 15, 1961, the conversion from Empire State Bank to The Empire National Bank was approved by the then Comptroller of the Currency, Ray M.”

Hamilton Nat. Bank v. District of Columbia (1946) cadc “In 1883 the Supreme Court of the District of Columbia considered a case 15 in which an incorporated savings bank was converted by its trustees info a national banking association, pursuant to Section 5154 of the Revised Statutes, 12 U.S.C.A. § 35 , and an act of June 30, 1876.”

Patrick M. McQueen v. Julie L. Williams (1999) ca6 “Allowing Society-Michigan to Designate Bronson, Michigan, as the “Main Office” of the Converted Bank State banks may convert into national banks pursuant to 12 U.S.C. § 35 , which provides in part: Any bank incorporated by special law of any State or of the United States or…”

Marion National Bank of Marion v. Saxon (1966) innd “By this approach, and after The Van Burén Bank has been converted to a national banking association, 12 U.S.C. § 35 , the establishment in Marion of The Van Burén Bank is viewed merely as a “relocation” of an existing national bank pursuant to 12 U.”

Euclid National Bank v. Federal Home Loan Bank Board (1966) ohnd “On February 1, 1966, Euclid Savings converted to and became Euclid National under the National Banking Act, 12 U.S. C.A. § 35 (1965). Federal Deposit Insurance Corporation, of which Euclid National became a member on February 1, 1966, now insures Euclid National’s savings…”

Burke v. United States (1932) ca9 “The petition recited the facts entitling the bank to become a national bank under the provisions of section 5154 of the Revised Statutes of the United States (12 USCA § 35), and request *740 ed that the title of the association be known as “Bank of Italy National Trust & Savings…”

American Council of Life Insurance v. Ludwig (1998) dcd · cites it 10× “On September 21, 1995, Magna Bank of Missouri and Magna Bank of Illinois, two state-chartered banks, each sent a Letter of Intent to the OCC seeking to convert from state to national bank status, pursuant to 12 U.S.C. § 35 (1994). Magna Bank of Missouri requested to retain…”

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