Regulations last checked for updates: Oct 18, 2024

Title 12 - Banks and Banking last revised: Oct 15, 2024
§ 7.2025 - Capital stock-related activities of a national bank.

(a) In general. A national bank must obtain the necessary shareholder approval required by 12 U.S.C. 51a,57,or. An increase or decrease in the amount of a national bank's common or preferred stock is a change in permanent capital subject to the notice and approval requirements of 12 CFR 5.46 and applicable law. A national bank may obtain the required shareholder approval of changes in permanent capital, as provided in paragraphs (b), (c), and (d) of this section.

(b) Issuance of previously approved and authorized common stock. In compliance with 12 U.S.C. 57,a.

(c) Issuance, repurchase, and redemption of preferred stock pursuant to certain procedures. Subject to the requirements of 12 U.S.C. 51a and 59, a national bank may adopt procedures to authorize the board of directors to issue, determine the terms of, repurchase, and redeem one or more series of preferred stock, if permitted by the corporate governance provisions adopted by the bank under § 7.2000. To satisfy the shareholder approval requirements of 12 U.S.C. 51a and 59, the adoption of such procedures must be approved by shareholders in advance through an amendment to the national bank's articles of association. Any amendment to a national bank's articles of association that authorizes both the issuance and the repurchase and redemption of shares must be approved by holders of two-thirds of the national bank's shares.

(d) Share repurchase programs. Subject to the requirements of 12 U.S.C. 59,a,from,of,if.2000. To satisfy the shareholder approval requirement of 12 U.S.C. 59,the,including,type,aggregate,or.

(e) Preferred Stock Features. A national bank's preferred stock may be cumulative or non-cumulative and may or may not have voting rights on one or more series.

[85 FR 83736, Dec. 22, 2020]
authority: 12 U.S.C. 1
source: 61 FR 4862, Feb. 9, 1996, unless otherwise noted.
cite as: 12 CFR 7.2025