--- kind: "section" citation: "12 U.S.C. § 52" title: "12" title_heading: "Banks and Banking" number: "52" heading: "Par value and incidents of stock; transfer of shares" release: "119-102" url: "https://uscodex.org/usc/12/52" units: - "Chapter 2 — National Banks" - "Subchapter II — Capital, Stock, and Stockholders" --- # §52. Par value and incidents of stock; transfer of shares The [capital stock](/usc/12/51c.md) of each [association](/usc/12/1828.md?p=s-4-E-i) shall be divided into shares of $100 each, or into shares of such less amount as may be provided in the articles of [association](/usc/12/1828.md?p=s-4-E-i), and be deemed personal property, and transferable on the books of the [association](/usc/12/1828.md?p=s-4-E-i) in such manner as may be prescribed in the by-laws or articles of [association](/usc/12/1828.md?p=s-4-E-i). Every [person](/usc/12/5481.md?p=19) becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares; and no change shall be made in the articles of [association](/usc/12/1828.md?p=s-4-E-i) by which the rights, remedies, or security of the existing creditors of the [association](/usc/12/1828.md?p=s-4-E-i) shall be impaired. Certificates issued after August 23, 1935, representing shares of stock of the [association](/usc/12/1828.md?p=s-4-E-i) shall [state](/usc/12/1707.md?p=d) (1) the name and location of the [association](/usc/12/1828.md?p=s-4-E-i), (2) the name of the holder of record of the stock represented thereby, (3) the number and class of shares which the certificate represents, and (4) if the [association](/usc/12/1828.md?p=s-4-E-i) shall issue stock of more than one class, the respective rights, preferences, privileges, voting rights, powers, restrictions, limitations, and qualifications of each class of stock issued shall be stated in full or in summary upon the front or back of the certificates or shall be incorporated by a reference to the articles of [association](/usc/12/1828.md?p=s-4-E-i) set forth on the front of the certificates. Every certificate shall be signed by the president and the cashier of the [association](/usc/12/1828.md?p=s-4-E-i), or by such other officers as the bylaws of the [association](/usc/12/1828.md?p=s-4-E-i) shall provide, and shall be sealed with the seal of the [association](/usc/12/1828.md?p=s-4-E-i). After August 23, 1935, no certificate evidencing the stock of any such [association](/usc/12/1828.md?p=s-4-E-i) shall bear any statement purporting to represent the stock of any other [corporation](/usc/12/2277a.md?p=2), except a [member bank](/usc/12/221a.md?p=a) or a [corporation](/usc/12/2277a.md?p=2) engaged on June 16, 1934, in holding the [bank](/usc/12/1426a.md?p=g-1) premises of such [association](/usc/12/1828.md?p=s-4-E-i), nor shall the ownership, sale, or transfer of any certificate representing the stock of any such [association](/usc/12/1828.md?p=s-4-E-i) be conditioned in any manner whatsoever upon the ownership, sale, or transfer of a certificate representing the stock of any other [corporation](/usc/12/2277a.md?p=2), except a [member bank](/usc/12/221a.md?p=a) or a [corporation](/usc/12/2277a.md?p=2) engaged on June 16, 1934 in holding the [bank](/usc/12/1426a.md?p=g-1) premises of such [association](/usc/12/1828.md?p=s-4-E-i): Provided, That this section shall not operate to prevent the ownership, sale, or transfer of stock of any other [corporation](/usc/12/2277a.md?p=2) being conditioned upon the ownership, sale, or transfer of a certificate representing stock of a [national banking association](/usc/12/221a.md?p=a). ## Source credit (R.S. § 5139; Feb. 25, 1927, ch. 191, § 16, 44 Stat. 1233; June 16, 1933, ch. 89, § 18, 48 Stat. 186; Aug. 23, 1935, ch. 614, title III, §§ 310(a), 335, 49 Stat. 710, 720.) ## Notes ### Editorial Notes ### Codification R.S. § 5139 derived from act June 3, 1864, ch. 106, § 12, 13 Stat. 102, which was the National Bank Act. See section 38 of this title. ### Amendments 1935—Act Aug. 23, 1935, § 335, added second par. Act Aug. 23, 1935, § 310(a), among other changes in last par., inserted proviso. 1933—Act June 16, 1933, added last par. 1927—Act Feb. 25, 1927, inserted “or into shares of such less amount as may be provided in the articles of association” in first sentence.