JUSTICE GINSBURG delivered the opinion of the Court.
This case concerns the citizenship, for purposes of federal-court diversity jurisdiction, of national banks, i. e., corporate entities chartered not by any State, but by the Comptroller of the Currency of the U.S. Treasury. Congress empowered federal district courts to adjudicate civil actions between "citizens of different States" where the amount in controversy exceeds $75,000. 28 U.S.C. § 1332(a)(1). A business organized as a corporation, for diversity jurisdiction purposes, is "deemed to be a citizen of any State by which it has been incorporated" and, since 1958, also "of the State where it has its principal place of business." § 1332(c)(1). State banks, usually chartered as corporate bodies by a particular State, ordinarily fit comfortably within this prescription. Federally chartered national banks do not, for they are not incorporated by "any State." For diversity jurisdiction purposes, therefore, Congress has discretely provided that national banks "shall . . . be deemed citizens of the States in which they are respectively located." § 1348.
The question presented turns on the meaning, in § 1348's context, of the word "located." Does it signal, as the petitioning national bank and the United States, as amicus curiae, urge, that the bank's citizenship is determined by the
Recognizing that "located" is not a word of "enduring rigidity," Citizens & Southern Nat. Bank v. Bougas, 434 U.S. 35, 44 (1977), but one that gains its precise meaning from context, we hold that a national bank, for § 1348 purposes, is a citizen of the State in which its main office, as set forth in its articles of association, is located. Were we to hold, as the Court of Appeals did, that a national bank is additionally a citizen of every State in which it has established a branch, the access of a federally chartered bank to a federal forum would be drastically curtailed in comparison to the access afforded state banks and other state-incorporated entities. Congress, we are satisfied, created no such anomaly.
Petitioner Wachovia Bank, National Association (Wachovia), is a national banking association with its designated main office in Charlotte, North Carolina.
The Court of Appeals' majority observed that Wachovia's citizenship for diversity purposes is controlled by § 1348, which provides that "national banking associations" are "deemed citizens of the States in which they are respectively located." As the panel majority read § 1348, Wachovia is "located" in, and is therefore a "citizen" of, every State in which it maintains a branch office. Thus Wachovia's branch operations in South Carolina, in the majority's view, rendered the bank a citizen of South Carolina. Given the South
Circuit Judge King dissented. He read § 1348 and its statutory precursors to provide national banks with "the same access to federal courts as that accorded other banks and corporations." Id., at 434. On his reading, Wachovia is a citizen only of North Carolina, the State in which its main office is located, not of every State in which it maintains a branch office; accordingly, he concluded, Wachovia's petition qualified for federal-court adjudication.
We granted certiorari to resolve the disagreement among Courts of Appeals on the meaning of § 1348. 545 U.S. 1113 (2005). Compare Horton v. Bank One, N. A., 387 F.3d 426, 429, 431 (CA5 2004) (for § 1348 purposes, "a national bank is not `located' in, and thus [is] not a citizen of, every state in which it has a branch"; rather, the provision retains "jurisdictional parity for national banks vis-à-vis state banks and corporations"), and Firstar Bank, N. A. v. Faul, 253 F.3d 982, 993-994 (CA7 2001) (same), with 388 F.3d, at 432 (§ 1348 renders national bank a citizen, not only of the State in which its main office is located, but also of every State in which it has branch operations), and World Trade Center Properties, LLC v. Hartford Fire Ins. Co., 345 F.3d 154, 161 (CA2 2003) (dictum) (same).
When Congress first authorized national banks in 1863, it specified that any "suits, actions, and proceedings by and against [them could] be had" in federal court. See Act of Feb. 25, 1863, § 59, 12 Stat. 681. National banks thus could "sue and be sued in the federal district and circuit courts
Congress ended national banks' automatic qualification for federal jurisdiction in 1882. An enactment that year provided in relevant part:
Under this measure, national banks could no longer invoke federal-court jurisdiction solely "on the ground of their Federal origin," Petri, 142 U.S., at 649; instead, for federal jurisdictional purposes, Congress placed national banks "on the same footing as the banks of the state where they were located," Leather Manufacturers' Bank v. Cooper, 120 U.S. 778, 780 (1887).
In 1887 revisions to prescriptions on federal jurisdiction, Congress replaced the 1882 provision on jurisdiction over national banks and first used the "located" language today contained in § 1348. The 1887 provision stated in relevant part:
Like its 1882 predecessor, the 1887 Act "sought to limit . . . the access of national banks to, and their suability in, the federal courts to the same extent to which non-national banks [were] so limited." Langdeau, 371 U.S., at 565-566.
In the Judicial Code of 1911,
The Fourth Circuit panel majority advanced three principal reasons for deciding that Wachovia is "located" in, and therefore a "citizen" of, every State in which it maintains a branch office. First, consulting dictionaries, the Court of Appeals observed that "[i]n ordinary parlance" the term "located" refers to "physical presence in a place." 388 F.3d, at 416-417 (internal quotation marks omitted). Banks have a physical presence, the Fourth Circuit stated, wherever they operate branches. Id., at 417. Next, the court noted, "Section 1348 uses two distinct terms to refer to the presence of a banking association: `established' and `located.'" Id., at 419. "To give independent meaning" to each word, the court said, "it is most reasonable to understand the place where a national bank is `established' to refer to a bank's charter location, and to understand the place where it is `located' to refer to the place or places where it has a physical
None of the Court of Appeals' rationales persuade us to read § 1348 to attribute to a national bank, for diversity jurisdiction purposes, the citizenship of each State in which the bank has established branch operations. First, the term "located," as it appears in the National Bank Act, has no fixed, plain meaning. In some provisions, the word unquestionably refers to a single place: the site of the banking association's designated main office. See, e. g., 12 U.S.C. § 52 (national bank's capital stock certificates must state "the name and location of the association"); § 55 (requiring notice of sale of capital stock "in a newspaper of the city or town in which the bank is located"); § 75 (bank's regular annual shareholders' meeting shall be rescheduled when it "falls on a legal holiday in the State in which the bank is located"); § 182 (requiring publication of a notice of dissolution "in the city or town in which the association is located"). In other provisions, "located" apparently refers to or includes branch offices. See, e. g., § 36(j) (defining "branch" to include "any branch place of business located in any State"); § 85 (limiting interest rate charged by national bank to "rate allowed by the laws of the State, Territory, or District where the bank is located") (construed in OCC Interpretive Letter No. 822 (Feb. 17, 1998), [1997-1998 Transfer Binder] CCH Fed. Banking
Second, Congress may well have comprehended the words "located" and "established," as used in § 1348, not as contrasting, but as synonymous or alternative terms. When Congress enacted § 1348's statutory predecessors and then § 1348 itself, a national bank was almost always "located" only in the State in which it was "established," under any of the proffered definitions of the two words, for, with rare exceptions, a national bank could not operate a branch outside its home State. Not until 1994 did Congress provide broad authorization for national banks to establish branches across state lines. See supra, at 307-308, n. 2. Congress' use of the two terms may be best explained as a coincidence of statutory codification. Deriving from separate provisions enacted in different years, the word "established" appearing in the first paragraph of § 1348 and the word "located" appearing in the second paragraph were placed in the same section in the 1911 revision of the Judicial Code. See supra, at 311-312, n. 6. The codifying Act explicitly stated that "so far as [its provisions were] substantially the same as existing
Finally, Bougas does not control the meaning of § 1348. In that case, we construed a now-repealed venue provision, which stated that actions against national banking associations could be filed "in any State, county, or municipal court in the county or city in which said association [was] located." 434 U.S., at 35-36 (quoting 12 U.S.C. § 94 (1976 ed.)). We held that, for purposes of this provision, a national bank was located, and venue was therefore proper, in any county or city where the bank maintained a branch office. 434 U.S., at 44-45. True, under the in pari materia canon of statutory
Cognizant that venue "is primarily a matter of choosing a convenient forum," Leroy v. Great Western United Corp., 443 U.S. 173, 180 (1979), the Court in Bougas stressed that its "interpretation of [the former] § 94 [would] not inconvenience the bank or unfairly burden it with distant litigation," 434 U.S., at 44, n. 10. Subject-matter jurisdiction, however, does not entail an assessment of convenience. It poses a "whether," not a "where" question: Has the Legislature empowered the court to hear cases of a certain genre? See Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165, 168 (1939) ("This basic difference between the court's power and the litigant's convenience is historic in the federal courts."). Thus, the considerations that account for our decision in Bougas are inapplicable to § 1348, a prescription governing subject-matter jurisdiction, and the Court of Appeals erred in interpreting § 1348 in pari materia with the former § 94.
Significantly, this Court's reading of the venue provision in Bougas effectively aligned the treatment of national banks
To summarize, "located," as its appearances in the banking laws reveal, see supra, at 313-314, is a chameleon word; its meaning depends on the context in and purpose for which it is used.
In the context of venue, "located" may refer to multiple places, for a venue prescription, e. g., the current and former 12 U.S.C. § 94, presupposes subject-matter jurisdiction and simply delineates where within a given judicial system a case may be maintained. See, e. g., 28 U.S.C. § 1391(c) (for venue purposes, "a corporation shall be deemed to reside in any judicial district in which it is subject to personal jurisdiction at the time the action is commenced").
In contrast, in § 1348, "located" appears in a prescription governing not venue but federal-court subject-matter jurisdiction. Concerning access to the federal court system, § 1348 deems national banks "citizens of the States in which they are respectively located." There is no reason to suppose Congress used those words to effect a radical departure from the norm. An individual who resides in more than one State is regarded, for purposes of federal subject-matter (diversity) jurisdiction, as a citizen of but one State. See Newman-Green, Inc. v. Alfonzo-Larrain, 490 U.S. 826, 828 (1989) (an individual is deemed a citizen of the State of her domicil); Williamson v. Osenton, 232 U.S. 619, 625 (1914) (domicil is the "technically preeminent headquarters" of a person; "[i]n its nature it is one"). Similarly, a corporation's citizenship derives, for diversity jurisdiction purposes, from its State of incorporation and principal place of business. § 1332(c)(1). It is not deemed a citizen of every State in which it conducts business or is otherwise amenable to personal jurisdiction. Reading § 1348 in this context, one would sensibly "locate" a national bank for the very same purpose, i. e., qualification for diversity jurisdiction, in the State designated in its articles of association as its main office.
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For the reasons stated, the judgment of the United States Court of Appeals for the Fourth Circuit is reversed, and the case is remanded for further proceedings consistent with this opinion.
It is so ordered.
JUSTICE THOMAS took no part in the consideration or decision of this case.
"The district courts shall have original jurisdiction . . . [o]f all cases commenced by the United States, or by direction of any officer thereof, against any national banking association, and cases for winding up the affairs of any such bank; and of all suits brought by any banking association established in the district for which the court is held, under the provisions of title `National Banks,' Revised Statutes, to enjoin the Comptroller of the Currency, or any receiver acting under his direction, as provided by said title. And all national banking associations established under the laws of the United States shall, for the purposes of all other actions by or against them, real, personal, or mixed, and all suits in equity, be deemed citizens of the States in which they are respectively located." 36 Stat. 1091-1093.
The first sentence of this formulation merged the 1888 caveat with text, including the word "established," originally contained in the Act of Dec. 1, 1873, § 629 (Tenth to Eleventh), 18 Stat. 111. The second sentence, including the word "located," derives from the 1887 formulation.