National banks proposing to consolidate should advise with the Comptroller of the Currency and apply for his approval. If the consolidation seems advisable and the terms of it are not objectionable, the Comptroller issues instructions for procedure. The directors of the two banks enter into an agreement covering the terms of the consolidation, that is, with respect to the charter to be used by the consolidated bank, the title, the capitalization, the distribution of shares to the present stockholders of the two banks, the assets to be contributed by each and at what valuation, the disposition of such assets as are not desired for the consolidated bank, the continuance of the present boards of directors for the remainder of the year, and the provision for votes of approval by the stockholders. This agreement may provide for an increase of capitalization in excess of the aggregate capitalization of the two banks, or for payment of cash to equalize the contributions of assets of the two banks - the payment of these sums in cash to be certified to the Comptroller by the officers. If by the terms of consolidation the capitalization is reduced, it is necessary to secure the consent of the Federal Reserve Board.
The agreement having been approved by the Comptroller, signed by the directors, and acknowledged before a notary public, it is submitted to a special meeting of the shareholders of each bank, four weeks' notice having been given in the public press and a registered mail notice sent to each registered shareholder at least ten days prior to the meeting. To ratify the consolidation, the vote of shareholders owning two-thirds of the shares of each bank is required. A certificate of the ratification is sent to the Comptroller, and he then issues his certificate approving the consolidation.