---
kind: "section"
citation: "12 U.S.C. § 629"
title: "12"
title_heading: "Banks and Banking"
number: "629"
heading: "Conversion of banking corporations into Federal corporations; procedure"
release: "119-102"
url: "https://uscodex.org/usc/12/629"
units:
  - "Chapter 6 — Foreign Banking"
  - "Subchapter II — Organization of Corporations to Do Foreign Banking"
---

# §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.


## Source credit

(Dec. 23, 1913, ch. 6, § 25A (par.), formerly § 25(a), 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, Pub. L. 102–242, title I, § 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.)

## Notes

### Editorial Notes

### References in Text

This subchapter, referred to in text, was in the original “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. 21 (undesignated) 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.

### 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.