Opinion
June 17, 1974
NATIONAL BANKS — Trade Names A national bank or national banking association located in this state is entitled to file a report with the Secretary of State setting out the trade name to be used and the name of the registered agent. This is to acknowledge receipt of your letter wherein you request an opinion as to the legal position your office should take in regard to the filing of trade names by national banks and the filing of registered agents for the operations conducted under the trade name by said banks in accordance with 18 O.S. 1.11a [ 18-1.11a] (1971). Title 18 O.S. 1.11 [ 18-1.11](a) (1971) states: "A corporation doing business in this State under any name other than that of the corporation shall file a report with the Secretary of State setting forth the trade name under which such business is carried on, a brief description of the kind of business transacted under such name, the address wherein such business is to be carried on, the corporate name and the name and address of its registered agent in this State." The main issue to resolve is whether a national bank, organized under federal law and not under state law, may file a trade name and registered agent with the Oklahoma Secretary of State. A national bank is a bank organized under federal law, and therefore, federal law in this area would be controlling. The federal law involved is 12 U.S.C.A., 21, et seq. Title 12 U.S.C.A. 24 states in part: "Upon duly making and filing Articles of Association and an Organization Certificate, a National Banking Association shall become, from the date of the execution of its Organization Certificate, a body corporate. . . ." A "body corporate" is a corporation. See Black's Law Dictionary, Third Edition. Volume 9 C.J.S. Banks, 552, P. 1088, under the heading of "National Banks", states: "A national bank is a banking corporation organized by private persons and operated for private gain, the powers and duties of which are defined and limited by the acts of Congress providing for the creation and regulation of such institutions, and by the provisions of the Federal Reserve Act discussed in 781-45 infra. In other words, such banks are creatures of federal law." Volume 10 Am.Jur.2d, Banks, 8, p. 34 states: "As to national banks, it is clear that they are corporate entities owing their existence to Federal laws alone." National banks are also considered domestic corporations in the states in which they are located. In Schmitt v. Tobin, 15 F. Supp. 35 (Dist.Ct. Nev. 1935), the Court, in the body of the opinion on page 36 referring to a national banking association, stated: "While recognized as a corporation and a citizen of the state of its domicile, . . . " Volume 9 C.J.S. Banks, 552, p. 1089 states: "National banks are deemed citizens of the state named in their charter and in which they are located and they have been considered domestic corporations within the meaning of the statutory provisions of such states. Moreover, national banks are generally held not to come within state statutory requirements relating to foreign corporations, unless the legislative intent to treat such institutions as foreign corporations is clearly manifested in unmistakable language." It is apparent that a national banking association is a corporate entity and is considered a domestic corporation in the state in which it is located. It is, therefore, the opinion of the Attorney General that your inquiry be answered as follows: A national bank or national banking association located in this state is entitled to file a report with the Secretary of State setting out the trade name to be used and the name of the registered agent. (Todd Markum)