Title 12 — Banks and Banking
Part A · Chapter 23 — Farm Credit System
§ 2154a. Capitalization of System institutions
Statutory text
Definitions
As used in this section:
Permanent capital
The term “permanent capital” means—
current year retained earnings;
allocated and unallocated earnings (which, in the case of earnings allocated in any form by a System bank to any association or other recipient and retained by the bank, shall be considered, in whole or in part, permanent capital of the bank or of any such association or other recipient as provided under an agreement between the bank and each such association or other recipient);
all surplus (less allowances for losses);
stock issued by a System institution, except—
stock that may be retired by the holder of the stock on repayment of the holder’s loan, or otherwise at the option or request of the holder; or
stock that is protected under section 2162 of this title or is otherwise not at risk; and
any other debt or equity instruments or other accounts that the Farm Credit Administration determines appropriate to be considered permanent capital.
Stock
The term “stock” means voting and nonvoting stock (including preferred stock), equivalent contributions to a guaranty fund, participation certificates, allocated equities, and other forms and types of equities.
Adoption of bylaws
Subject to approval by shareholders under subsection (c)(2), each bank and association shall adopt bylaws, developed by its board of directors, that provide for the capitalization of the institution in accordance with subsection (c)(1).
Requirements of bylaws
In general
Notwithstanding any other provision of this chapter, the bylaws adopted under subsection (b)—
shall provide for such classes, par value, and amounts of the stock of the institution, the manner in which such stock shall be issued, transferred, and retired, and the payment of dividends and patronage refunds, as determined appropriate by the Board of Directors, subject to this section;
may provide for the charging of loan origination fees as determined appropriate by the Board of Directors;
shall enable the institution to meet the capital adequacy standards established under the regulations issued under section 2154(a) of this title;
shall provide for the issuance of voting stock, which may only be held by—
borrowers who are farmers, ranchers, or producers or harvesters of aquatic products, and cooperative associations eligible to borrow from System institutions under this chapter;
persons and entities eligible to borrow from the banks for cooperatives, as described in section 2124(c)(ii) of this title;
in the case of a Central Bank for Cooperatives, other banks for cooperatives; and
in the case of banks other than banks for cooperatives, System associations;
shall require that—
as a condition of borrowing from or through the institution, any borrower who is entitled to hold voting stock or participation certificates shall, at the time a loan is made, acquire voting stock or participation certificates in an amount not less than $1,000 or 2 percent of the amount of the loan, whichever is less; and
within 2 years after the loan of a borrower is repaid in full, any voting stock held by the borrower be converted to nonvoting stock;
may provide that persons who are not borrowers from the institution may hold nonvoting stock of the institution;
shall require that any holder of voting stock issued before the adoption of bylaws under this section exchange a portion of such stock for new voting stock;
do not need to provide for maximum or minimum standards of borrower stock ownership based on a percentage of the loan of the borrower, except as otherwise provided in this section;
shall permit the retirement of stock at the discretion of the institution if the institution meets the capital adequacy standards established under section 2154(a) of this title; and
shall permit stock to be transferable.
Effective date
The bylaws adopted by the board of directors of a System institution under subsection (b) shall take effect only on approval of a majority of the stockholders of such institution present and voting, or voting by written proxy, at a duly authorized stockholders’ meeting.
Reduction of capital
General rule
Except as provided in paragraph (2), the board of directors of a System institution may not reduce the permanent capital of the institution through the payment of patronage refunds or dividends, or the retirement of stock if, after or due to such action, the permanent capital of the institution would thereafter fail to meet the minimum capital adequacy standards established under section 2154(a) of this title.
Exceptions
Paragraph (1) shall not apply to the payment of noncash patronage refunds by any institution exempt from Federal income tax if the entire refund paid qualifies as permanent capital. Notwithstanding paragraph (1), any System institution subject to Federal income tax may pay patronage refunds partially in cash as long as the cash portion of the refund is the minimum amount required to qualify the refund as a deductible patronage distribution for Federal income tax purposes and the remaining portion of the refund paid qualifies as permanent capital.
Compliance
The Farm Credit Administration may issue a directive that requires compliance with subsection (d), to the board of directors of any System institution that fails to comply therewith.
Loans designated for sale or sold into secondary market
In general
Subject to paragraph (2) and notwithstanding any other provision of this section, the bylaws adopted by a bank or association under subsection (b) may provide—
in the case of a loan made on or after , that is designated, at the time the loan is made, for sale into a secondary market, that no voting stock or participation certificate purchase requirement shall apply to the borrower for the loan; and
in the case of a loan made before , that is sold into a secondary market, that all outstanding voting stock or participation certificates held by the borrower with respect to the loan shall, subject to subsection (d)(1), be retired.
Applicability
Notwithstanding any other provision of this section, in the case of a loan sold to a secondary market under subchapter VIII, paragraph (1) shall apply regardless of whether the bank or association retains a subordinated participation interest in a loan or pool of loans or contributes to a cash reserve.
Exception
In general
Subject to subparagraph (B) and notwithstanding any other provision of this section, if a loan designated for sale under paragraph (1)(A) is not sold into a secondary market during the 180-day period that begins on the date of the designation, the voting stock or participation certificate purchase requirement that would otherwise apply to the loan in the absence of a bylaw provision described in paragraph (1)(A) shall be effective.
Retirement
The bylaws adopted by a bank or association under subsection (b) may provide that if a loan described in subparagraph (A) is sold into a secondary market after the end of the 180-day period described in the subparagraph, all outstanding voting stock or participation certificates held by the borrower with respect to the loan shall, subject to subsection (d)(1), be retired.
Construction
This section shall not be construed to affect the provisions of this chapter that confer on System institutions a lien on borrower stock or other equities and the privilege to retire or cancel such stock or other equities for application against the indebtedness on a defaulted or restructured loan.
Controlling authority
To the extent that any provision of this section is inconsistent with any other provision of this chapter (other than section 2162 of this title), the provision of this section shall control.
Legislative history
Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.
Farm Credit Act of 1971
Pub. L. 92–181 title IV § 4 · 85 Stat. 583
Enacted · 12 U.S.C. § 2154a
Pub. L. 92–181, title IV, § 4.3A, as added Pub. L. 100–233, title III, § 301(b), Jan. 6, 1988, 101 Stat. 1608
Source evidence
Code source credit
Pub. L. 92–181, title IV, § 4.3A, as added Pub. L. 100–233, title III, § 301(b), Jan. 6, 1988, 101 Stat. 1608Enacted provision · exact public law section
(4) Sue and be sued.Agricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(b) · 102 Stat. 989
Substituted · 12 U.S.C. § 2154a(a)(1)(B)
Pub. L. 100–399, § 301(b), substituted “section 2162 of this title” for “section 4.9B”
Source evidence
Code amendment note
Subsec. (a)(1)(B). Pub. L. 100–399, § 301(b), substituted “section 2162 of this title” for “section 4.9B”.Enacted provision · exact public law section
(b) Section 4.3A(a)(1)(B) is amended by striking out “4.9B” and inserting in lieu thereof “4.9A”.Agricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(c)(1) · 102 Stat. 989
Substituted · 12 U.S.C. § 2154a(c)(1)(D)(i)
Pub. L. 100–399, § 301(c)(1), substituted “producers or” for “producers, or”
Source evidence
Code amendment note
Subsec. (c)(1)(D)(i). Pub. L. 100–399, § 301(c)(1), substituted “producers or” for “producers, or”.Enacted provision · exact public law section
(1) in subparagraph (D)(i), by striking out the third comma; andAgricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(c)(2) · 102 Stat. 989
Substituted · 12 U.S.C. § 2154a(c)(1)(G)
Pub. L. 100–399, § 301(c)(2), substituted “voting stock issued” for “stock issued”
Source evidence
Code amendment note
Subsec. (c)(1)(G). Pub. L. 100–399, § 301(c)(2), substituted “voting stock issued” for “stock issued”.Enacted provision · exact public law section
(2) in subparagraph (G), by inserting “voting” before “stock issued”.Agricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(d) · 102 Stat. 989
Inserted · 12 U.S.C. § 2154a(c)(1)(H)
Pub. L. 100–399, § 301(d), inserted “, except as otherwise provided in this section” after “the borrower”
Source evidence
Code amendment note
Subsec. (c)(1)(H). Pub. L. 100–399, § 301(d), inserted “, except as otherwise provided in this section” after “the borrower”.Enacted provision · exact public law section
(d) Section 4.3A(c)(1)(H) is amended by inserting “, except as otherwise provided in this section” after “the borrower”.Agricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(e) · 102 Stat. 989
Struck · 12 U.S.C. § 2154a(c)(1)(I)
Pub. L. 100–399, § 301(e), struck out “standards issued under” after “established under”
Source evidence
Code amendment note
Subsec. (c)(1)(I). Pub. L. 100–399, § 301(e), struck out “standards issued under” after “established under”.Enacted provision · exact public law section
(e) Section 4.3A(c)(1)(I) is amended by striking out “standards issued under”.Agricultural Credit Technical Corrections Act of 1988
Pub. L. 100–399 § 301(f) · 102 Stat. 989
Struck · 12 U.S.C. § 2154a(d)(1)
Pub. L. 100–399, § 301(f), struck out “and in section 2162 of this title” after “paragraph (2)” and “or allocated equities” after “retirement of stock”
Source evidence
Code amendment note
Subsec. (d)(1). Pub. L. 100–399, § 301(f), struck out “and in section 2162 of this title” after “paragraph (2)” and “or allocated equities” after “retirement of stock”.Enacted provision · exact public law section
(f) Section 4.3A(d)(1) is amended— (1) by striking out “and in section 4.9A”; and (2) by striking out “or allocated equities”.Farm Credit Banks and Associations Safety and Soundness Act of 1992
Pub. L. 102–552 title I § 101 · 106 Stat. 4102
Amended · 12 U.S.C. § 2154a(a)(1)
Pub. L. 102–552 amended par. (1) generally. Prior to amendment, par. (1) read as follows: “The term ‘permanent capital’ means current year retained earnings, allocated and unallocated earnings, all surplus (less allowances for losses), and stock issued by a System institution, except stock that—
Source evidence
Code amendment note
Subsec. (a)(1). Pub. L. 102–552 amended par. (1) generally. Prior to amendment, par. (1) read as follows: “The term ‘permanent capital’ means current year retained earnings, allocated and unallocated earnings, all surplus (less allowances for losses), and stock issued by a System institution, except stock that—“(A) may be retired by the holder thereof on repayment of the holder’s loan, or otherwise at the option or request of the holder; or “(B) is protected under section 2162 of this title or is otherwise not at risk.”
Enacted provision · exact public law section
SEC. 101. DEFINITION OF PERMANENT CAPITAL. Paragraph (1) of section 4.3A(a) (12 U.S.C. 2154a(a)(1)) is amended to read as follows: “(1) Permanent capital.— The term ‘permanent capital’ means— “(A) current year retained earnings; “(B) allocated and unallocated earnings (which, in the case of earnings allocated in any form by a System bank to any association or other recipient and retained by the bank, shall be considered, in whole or in part, permanent capital of the bank or of any such association or other recipient as provided under an agreement between the bank and each such association or other recipient); “(C) all surplus (less allowances for losses); “(D) stock issued by a System institution, except— “(i) stock that may be retired by the holder of the stock on repayment of the holder’s loan, or other-wise at the option or request of the holder, or “(ii) stock that is protected under section 4.9A or is otherwise not at risk; and “(E) any other debt or equity instruments or other accounts that the Farm Credit Administration determines appropriate to be considered permanent capital.”.Farm Credit System Reform Act of 1996
Pub. L. 104–105 title II § 206 · 110 Stat. 162
Added · 12 U.S.C. § 2154a(f)(h)
Pub. L. 104–105 added subsec. (f)
Redesignated · 12 U.S.C. § 2154a(f)(h)
Pub. L. 104–105 redesignated former subsecs. (f) and (g) as (g) and (h), respectively
Source evidence
Code amendment note
Subsecs. (f) to (h). Pub. L. 104–105 added subsec. (f) and redesignated former subsecs. (f) and (g) as (g) and (h), respectively.Enacted provision · exact public law section
SEC. 206. BORROWER STOCK. Section 4.3A of the Farm Credit Act of 1971 (12 U.S.C. 2154a) is amended— (1) by redesignating subsections (f) and (g) as subsections (g) and (h), respectively; and (2) by inserting after subsection (e) the following: “(f) Loans Designated for Sale or Sold Into the Secondary Market.— “(1) In general.— Subject to paragraph (2) and notwithstanding any other provision of this section, the bylaws adopted by a bank or association under subsection (b) may provide— “(A) in the case of a loan made on or after the date of enactment of this paragraph that is designated, at the time the loan is made, for sale into a secondary market, that no voting stock or participation certificate purchase requirement shall apply to the Borrower for the loan; and “(B) in the case of a loan made before the date of enactment of this paragraph that is sold into a secondary market, that all outstanding voting stock or participation certificates held by the borrower with respect to the loan shall, subject to subsection (d)(1), be retired. “(2) Applicability.— Notwithstanding any other provision of this section, in the case of a loan sold to a secondary market under title VIII, paragraph (1) shall apply regardless of whether the bank or association retains a subordinated participation interest in a loan or pool of loans or contributes to a cash reserve. “(3) Exception.— “(A) In general.— Subject to subparagraph (B) and notwithstanding any other provision of this section, if a loan designated for sale under paragraph (1)(A) is not sold into a secondary market during the 180-day period that begins on the date of the designation, the voting stock or participation certificate purchase requirement that would otherwise apply to the loan in the absence of a bylaw provision described in paragraph (1)(A) shall be effective. “(B) Retirement.— The bylaws adopted by a bank or association under subsection (b) may provide that if a loan described in subparagraph (A) is sold into a secondary market after the end of the 180-day period described in the subparagraph, all outstanding voting stock or participation certificates held by the borrower with respect to the loan shall, subject to subsection (d)(D, be retired.”.Food, Conservation, and Energy Act of 2008
Pub. L. 110–246 § 5403(b) · 122 Stat. 1651
Added · 12 U.S.C. § 2154a(c)(1)(D)(ii)(iv)
Pub. L. 110–246, § 5403(b), added cl. (ii)
Redesignated · 12 U.S.C. § 2154a(c)(1)(D)(ii)(iv)
Pub. L. 110–246, § 5403(b), redesignated former cls. (ii) and (iii) as (iii) and (iv), respectively
Source evidence
Code amendment note
Subsec. (c)(1)(D)(ii) to (iv). Pub. L. 110–246, § 5403(b), added cl. (ii) and redesignated former cls. (ii) and (iii) as (iii) and (iv), respectively.Enacted provision · exact public law section
(b) Conforming Amendments.— Section 4.3A(c)(1)(D) of such Act (12 U.S.C. 2154a(c)(1)(D)) is amended by redesignating clauses (ii) and (iii) as clauses (iii) and (iv), respectively, and inserting after clause (i) the following: “(ii) persons and entities eligible to borrow from the banks for cooperatives, as described in section 3.3(c)(ii);” .Effective date note
Amendment of this section and repeal of Pub. L. 110–234 by Pub. L. 110–246 effective May 22, 2008, the date of enactment of Pub. L. 110–234, see section 4 of Pub. L. 110–246, set out as an Effective Date note under section 8701 of Title 7, Agriculture.
12 of 12 references resolved to an enrolled provision
Editorial Notes
Codification
Pub. L. 110–234 and Pub. L. 110–246 made identical amendments to this section. The amendments by Pub. L. 110–234 were repealed by section 4(a) of Pub. L. 110–246.
Amendments1988–2008 · 4 rounds
2008
Subsec. (c)(1)(D)(ii) to (iv). Pub. L. 110–246, § 5403(b), added cl. (ii) and redesignated former cls. (ii) and (iii) as (iii) and (iv), respectively.
1996
Subsecs. (f) to (h). Pub. L. 104–105 added subsec. (f) and redesignated former subsecs. (f) and (g) as (g) and (h), respectively.
1992
Subsec. (a)(1). Pub. L. 102–552 amended par. (1) generally. Prior to amendment, par. (1) read as follows: “The term ‘permanent capital’ means current year retained earnings, allocated and unallocated earnings, all surplus (less allowances for losses), and stock issued by a System institution, except stock that—
“(A) may be retired by the holder thereof on repayment of the holder’s loan, or otherwise at the option or request of the holder; or
“(B) is protected under section 2162 of this title or is otherwise not at risk.”
1988
Subsec. (a)(1)(B). Pub. L. 100–399, § 301(b), substituted “section 2162 of this title” for “section 4.9B”.
Subsec. (c)(1)(D)(i). Pub. L. 100–399, § 301(c)(1), substituted “producers or” for “producers, or”.
Subsec. (c)(1)(G). Pub. L. 100–399, § 301(c)(2), substituted “voting stock issued” for “stock issued”.
Subsec. (c)(1)(H). Pub. L. 100–399, § 301(d), inserted “, except as otherwise provided in this section” after “the borrower”.
Subsec. (c)(1)(I). Pub. L. 100–399, § 301(e), struck out “standards issued under” after “established under”.
Subsec. (d)(1). Pub. L. 100–399, § 301(f), struck out “and in section 2162 of this title” after “paragraph (2)” and “or allocated equities” after “retirement of stock”.
Statutory Notes and Related Subsidiaries
Effective Date of 2008 Amendment
Amendment of this section and repeal of Pub. L. 110–234 by Pub. L. 110–246 effective , the date of enactment of Pub. L. 110–234, see section 4 of Pub. L. 110–246, set out as an Effective Date note under section 8701 of Title 7, Agriculture.
Effective Date of 1988 Amendment
Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved , see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.
Credits
1988–2008 · 6 acts
- 1988Pub. L. 92–181, title IV, § 4.3A, as added Pub. L. 100–233, title III, § 301(b), , 101 Stat. 1608
- 1988amended Pub. L. 100–399, title III, § 301(b)–(f), , 102 Stat. 994
- 1992Pub. L. 102–552, title I, § 101, , 106 Stat. 4103
- 1996Pub. L. 104–105, title II, § 206, , 110 Stat. 173
- 2008Pub. L. 110–234, title V, § 5403(b), , 122 Stat. 1154
- 2008Pub. L. 110–246, § 4(a), title V, § 5403(b), , 122 Stat. 1664, 1916.
Show as published
(Pub. L. 92–181, title IV, § 4.3A, as added Pub. L. 100–233, title III, § 301(b), , 101 Stat. 1608; amended Pub. L. 100–399, title III, § 301(b)–(f), , 102 Stat. 994; Pub. L. 102–552, title I, § 101, , 106 Stat. 4103; Pub. L. 104–105, title II, § 206, , 110 Stat. 173; Pub. L. 110–234, title V, § 5403(b), , 122 Stat. 1154; Pub. L. 110–246, § 4(a), title V, § 5403(b), , 122 Stat. 1664, 1916.)