Wachovia Bank, National Ass'n v. Schmidt

(Slip Opinion) OCTOBER TERM, 2005 1

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader.

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

WACHOVIA BANK, NATIONAL ASSOCIATION v.

SCHMIDT ET AL.

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

THE FOURTH CIRCUIT

No. 04–1186. Argued November 28, 2005—Decided January 17, 2006

Petitioner Wachovia Bank, National Association (Wachovia), is a na-

tional banking association with its designated main office in North

Carolina and branch offices in many States, including South Caro-

lina. Plaintiff-respondent Schmidt and other South Carolina citizens

sued Wachovia in a South Carolina state court for fraudulently in-

ducing them to participate in an illegitimate tax shelter. Shortly

thereafter, Wachovia filed a petition in Federal District Court, seek-

ing to compel arbitration of the dispute. As the sole basis for federal-

court jurisdiction, Wachovia alleged the parties’ diverse citizenship.

See 28 U. S. C. §1332. The District Court denied Wachovia’s petition

on the merits. On appeal, the Fourth Circuit determined that the

District Court lacked subject-matter jurisdiction over the action, va-

cated the judgment, and instructed the District Court to dismiss the

case. The appeals court observed that Wachovia’s citizenship for di-

versity 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 court read §1348, Wachovia is

“located” in, and is therefore a “citizen” of, every State in which it

maintains a branch office. Thus, Wachovia’s South Carolina branch

operations rendered it a citizen of that State. Given the South Caro-

lina citizenship of the opposing parties, the court concluded that the

matter could not be adjudicated in federal court.

Held: 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 lo-

cated. Pp. 5–15.

(a) When Congress first authorized national banks, it allowed them

to sue and be sued in federal court in any and all civil proceedings.

2 WACHOVIA BANK, N. A. v. SCHMIDT

Syllabus

State banks, however, could initiate actions in federal court only on

the basis of diversity of citizenship or the existence of a federal ques-

tion. Congress ended national banks’ automatic qualification for fed-

eral jurisdiction in 1882, placing them “on the same footing as the

banks of the state where they were located,” Leather Manufacturers’

Bank v. Cooper, 120 U. S. 778, 780. In an 1887 enactment, Congress

first used the “located” language today contained in §1348. Like its

1882 predecessor, the 1887 Act “sought to limit . . . the access of na-

tional banks to, and their suability in, the federal courts to the same

extent [as] non-national banks.” Mercantile Nat. Bank at Dallas v.

Langdeau, 371 U. S. 555, 565–566. In the Judicial Code of 1911,

Congress combined two formerly discrete provisions on proceedings

involving national banks, but retained without alteration the “lo-

cated” clause. Finally, as part of the 1948 Judicial Code revision,

Congress enacted §1348 in its current form. Pp. 5–7.

(b) The Fourth Circuit advanced three principal reasons for decid-

ing that Wachovia is “located” in, and therefore a “citizen” of, every

State in which it maintains a branch office. First, consulting diction-

aries, the court observed that the term “located” refers to “physical

presence in a place.” Next, the court noted that §1348 uses two dis-

tinct terms to refer to the presence of a banking association: “estab-

lished” and “located.” The court concluded that, to give independent

meaning to each word, “established” should be read to refer to the

bank’s charter location and “located,” to the place where the bank has

a physical presence. Finally, the court relied on Citizens & Southern

Nat. Bank v. Bougas, 434 U. S. 35, in which this Court interpreted the

term “located” in the former venue statute for national banks, see 12

U. S. C. §94 (1976 ed.), as encompassing any county in which a bank

maintains a branch office. Viewing the jurisdiction and venue stat-

utes as pertaining to the same subject matter, the court concluded

that, under the in pari materia canon, the two statutes should be in-

terpreted consistently. Pp. 7–8.

(c) None of the Fourth Circuit’s rationales persuade this Court to

read §1348 to attribute to a national bank, for diversity-jurisdiction

purposes, the citizenship of each State in which the bank has estab-

lished branch operations. First, the term “located,” as it appears in

the National Bank Act, has no fixed, plain meaning. In some provi-

sions, the word unquestionably refers to the site of the banking asso-

ciation’s designated main office, but in others, “located” apparently

refers to or includes branch offices. Recognizing the controlling sig-

nificance of context, this Court stated in Bougas: “There is no endur-

ing rigidity about the word ‘located.’ ” 434 U. S., at 44. Second, Con-

gress may well have comprehended the words “located” and

“established,” as used in §1348, as synonymous terms. When Con-

Cite as: 546 U. S. ____ (2006) 3

Syllabus

gress enacted §1348’s statutory predecessors and §1348 itself, a na-

tional 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 until 1994, when Congress broadly au-

thorized national banks to establish branches across state lines.

Congress’ use of the two terms may be best explained as a coinci-

dence 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 sec-

ond paragraph were placed in the same section in the 1911 revision.

The codifying Act stated that provisions substantially the same as ex-

isting statutes should not be treated as new enactments. Thus, it is

unsurprising that, in 1947, this Court, referring to a national bank’s

citizenship under the 1911 Act, used the terms “established” and “lo-

cated” as alternatives. See Cope v. Anderson, 331 U. S. 461, 467. Fi-

nally, Bougas does not control §1348’s meaning. Although it is true

that, under the in pari materia canon, statutes addressing the same

subject matter generally should be read “ ‘as if they were one law,’ ”

Erlenbaugh v. United States, 409 U. S. 239, 243, venue and subject-

matter jurisdiction are not concepts of the same order. Venue,

largely a matter of litigational convenience, is waived if not timely

raised. Subject-matter jurisdiction, on the other hand, concerns a

court’s competence to adjudicate a particular category of cases; a

matter far weightier than venue, subject-matter jurisdiction must be

considered by the court on its own motion, even if no party raises an

objection. Cognizant that venue “is primarily a matter of choosing a

convenient forum,” Leroy v. Great Western United Corp., 443 U. S.

173, 180, 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 juris-

diction, however, does not entail an assessment of convenience. It

poses the question “whether” the Legislature empowered the court to

hear cases of a certain genre. Thus, the considerations that account

for the Bougas decision are inapplicable to §1348, a prescription gov-

erning subject-matter jurisdiction, and the Court of Appeals erred in

interpreting §1348 in pari materia with the former §94. Signifi-

cantly, Bougas’ reading of former §94 effectively aligned the treat-

ment of national banks for venue purposes with the treatment of

state banks and corporations. By contrast, the Fourth Circuit’s deci-

sion in this case severely constricts national banks’ access to diversity

jurisdiction as compared to the access generally available to corpora-

tions, for corporations ordinarily rank as citizens only of States in

which they are incorporated or maintain their principal place of

4 WACHOVIA BANK, N. A. v. SCHMIDT

Syllabus

business, and are not deemed citizens of every State in which they

maintain a business establishment. Pp. 8–14.

388 F. 3d 414, reversed and remanded.

GINSBURG, J., delivered the opinion of the Court, in which all other

Members joined, except THOMAS, J., who took no part in the considera-

tion or decision of the case.

Cite as: 546 U. S. ____ (2006) 1

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Wash-

ington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES

_________________

No. 04–1186

_________________

WACHOVIA BANK, NATIONAL ASSOCIATION, PETI-

TIONER v. DANIEL G. SCHMIDT, III, ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE FOURTH CIRCUIT

[January 17, 2006]

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. Con-

gress 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 com-

fortably 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

2 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

§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 deter-

mined by the place designated in the bank’s articles of

association as the location of its main office? Or does it

mean, in addition, as respondents urge and the Court of

Appeals held, that a national bank is a citizen of every

State in which it maintains a branch?

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.

I

Petitioner Wachovia Bank, National Association (Wa-

chovia), is a national banking association with its desig-

nated main office in Charlotte, North Carolina.1 Wachovia

——————

1A national bank, on formation, must designate, in its organization

certificate and articles of association, the “place where its operations of

discount and deposit are to be carried on.” 12 U. S. C. §22 (Second); see

§21; Office of the Comptroller of the Currency, Instructions—Articles

of Association, Specific Requirements ¶12, available at http://

www.occ.treas.gov/corpbook/forms/articles-conv.doc (All Internet mate-

rials as visited Jan. 13, 2006, and included in Clerk of Court’s case file.)

The place so designated serves as the bank’s “main office.” Changes in

the location of that office are effected by amendment to the bank’s

articles of association. See 12 U. S. C. §§21a, 30(b); 12 CFR

§5.40(d)(2)(ii) (2005). The State in which the main office is located

Cite as: 546 U. S. ____ (2006) 3

Opinion of the Court

operates branch offices in many States, including South

Carolina.2

The litigation before us commenced when plaintiff-

respondent Daniel G. Schmidt III and others, citizens of

South Carolina, sued Wachovia in a South Carolina state

court for fraudulently inducing them to participate in an

illegitimate tax shelter. Shortly thereafter, Wachovia filed

a petition in the United States District Court for the Dis-

trict of South Carolina, seeking to compel arbitration of

the dispute. As the sole basis for federal-court jurisdic-

tion, Wachovia alleged the parties’ diverse citizenship.

See 28 U. S. C. §1332. The District Court denied Wacho-

via’s petition on the merits; neither the parties nor the

court questioned the existence of federal subject-matter

jurisdiction. On appeal, a divided Fourth Circuit panel

determined that the District Court lacked diversity juris-

diction over the action; it therefore vacated the judgment

and instructed the District Court to dismiss the case.

The Court of Appeals’ majority observed that Wacho-

——————

qualifies as the bank’s “home State” under the banking laws. 12

U. S. C. §36(g)(3)(B).

2 National banks originally lacked authority to operate branch offices.

Act of Feb. 25, 1863, §11, 12 Stat. 668. In 1865, Congress enacted an

exception permitting a state bank that converted to a national bank to

retain its pre-existing branches. Act of Mar. 3, 1865, §7, 13 Stat. 484.

Congress authorized limited branch operations in the bank’s home

State in 1927 and 1933. McFadden Act (Branch Banks), 1927, §7(c), 44

Stat. 1228; Glass-Steagall Act, 1933, §23, 48 Stat. 189–190. These

Acts, like the 1865 enactment, allowed interstate branching only under

narrow “grandfather” provisions. McFadden Act, §7(a)–(b), 44 Stat.

1228; see Girard Bank v. Board of Governors of Fed. Reserve System,

748 F. 2d 838, 840 (CA3 1984) (observing that only two national banks

had “grandfathered” interstate branches). Not until 1994 did Congress

grant national banks broad authority to establish branch offices across

state lines. See Riegle-Neal Interstate Banking and Branching Effi-

ciency Act of 1994, §101, 108 Stat. 2339. See generally J. Macey, G.

Miller, & R. Carnell, Banking Law and Regulation 18–19, 23, 32–33 (3d

ed. 2001).

4 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

via’s citizenship for diversity purposes is controlled by

§1348, which provides that “national banking associa-

tions” 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 Carolina citizenship of the

opposing parties, the majority concluded that the matter

could not be adjudicated in federal court. 388 F. 3d 414,

432 (CA4 2004).

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 main-

tains a branch office; accordingly, he concluded, Wacho-

via’s petition qualified for federal-court adjudication.3

We granted certiorari to resolve the disagreement

among Courts of Appeals on the meaning of §1348. 545

U. S. ___ (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 provi-

sion 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

——————

3 Wachovia unsuccessfully moved for rehearing en banc. Six judges

voted to grant the rehearing petition, three voted to deny it, and four

recused themselves. Thus the petition failed to garner the required

majority of the Circuit’s 13 active judges. No. 03–2061 (CA4, Jan. 28,

2005), App. to Pet. for Cert. 57a–58a.

Cite as: 546 U. S. ____ (2006) 5

Opinion of the Court

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).

II

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 solely because they were national banks, without

regard to diversity, amount in controversy or the existence

of a federal question in the usual sense.” Mercantile Nat.

Bank at Dallas v. Langdeau, 371 U. S. 555, 565–566 (1963).

State banks, however, like other state-incorporated entities,

could initiate actions in federal court only on the basis of

diversity of citizenship or the existence of a federal question.

See Petri v. Commercial Nat. Bank of Chicago, 142 U. S.

644, 648–649 (1892).

Congress ended national banks’ automatic qualification

for federal jurisdiction in 1882. An enactment that year

provided in relevant part:

“[T]he jurisdiction for suits hereafter brought by or

against any association established under any law

providing for national-banking associations . . . shall

be the same as, and not other than, the jurisdiction for

suits by or against banks not organized under any law

of the United States which do or might do banking

business where such national-banking associations

may be doing business when such suits may be be-

gun[.]” Act of July 12, 1882, §4, 22 Stat. 163.

Under this measure, national banks could no longer in-

voke 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

6 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

banks “on the same footing as the banks of the state where

they were located,” Leather Manufacturers’ Bank v. Coo-

per, 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:

“[A]ll national banking associations established under

the laws of the United States shall, for the purposes of

all 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; and in such

cases the circuit and district courts shall not have ju-

risdiction other than such as they would have in cases

between individual citizens of the same State.” Act of

Mar. 3, 1887, §4, 24 Stat. 554–555 (emphasis added).4

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 1911,5 Congress combined two

formerly discrete provisions on proceedings involving

national banks, but retained without alteration the clause

deeming national banks to be “citizens of the States in

which they are respectively located.” Act of Mar. 3, 1911,

——————

4 The term “established under” did appear in the 1882 and 1887 for-

mulations, in both texts as synonymous with the term “organized

under.” In neither measure is the word used in a locational sense.

5 Earlier, in 1888, Congress had revised the 1887 prescription by

adding as a separate paragraph this caveat: “The provisions of this

section shall not be held to affect the jurisdiction of the courts of the

United States in cases commenced by the United States or by direction

of any officer thereof, or cases for winding up the affairs of any such

bank.” Act of Aug. 13, 1888, §4, 25 Stat. 436.

Cite as: 546 U. S. ____ (2006) 7

Opinion of the Court

§24 (Sixteenth), 36 Stat. 1091–1093.6 Finally, as part of

the 1948 Judicial Code revision, Congress enacted §1348

in its current form. Act of June 25, 1948, 62 Stat. 933.

The provision now reads:

The district courts shall have original jurisdiction of

any civil action commenced by the United States, or

by direction of any officer thereof, against any na-

tional banking association, any civil action to wind up

the affairs of any such association, and any action by

a banking association established in the district for

which the court is held, under chapter 2 of Title 12, to

enjoin the Comptroller of the Currency, or any re-

ceiver acting under his direction, as provided by such

chapter.

“All national banking associations shall, for the

purpose of all other actions by or against them, be

deemed citizens of the States in which they are re-

spectively located.” 28 U. S. C. §1348.

III

The Fourth Circuit panel majority advanced three prin-

——————

6 In full, the 1911 text stated:

“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 estab-

lished under the laws of the United States shall, for 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 respec-

tively located.” 36 Stat. 1091–1093. The first sentence of this formula-

tion merged the 1888 caveat with text, including the word “estab-

lished,” 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.

8 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

cipal reasons for deciding that Wachovia is “located” in,

and therefore a “citizen” of, every State in which it main-

tains 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 under-

stand 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 presence.” Ibid. Finally, the

Court of Appeals stressed that in Citizens & Southern Nat.

Bank v. Bougas, 434 U. S. 35 (1977), this Court interpreted

the term “located” in the former venue statute for national

banks, see 12 U. S. C. §94 (1976 ed.), as encompassing any

county in which a bank maintains a branch office. 388

F. 3d, at 419–420. Reasoning that “the jurisdiction and

venue statutes pertain to the same subject matter, namely

the amenability of national banking associations to suit in

federal court,” the panel majority concluded that, “under the

in pari materia canon[,] the two statutes should be inter-

preted” consistently. Id., at 422.

IV

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

Cite as: 546 U. S. ____ (2006) 9

Opinion of the Court

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 na-

tional bank to “rate allowed by the laws of the State,

Territory, or District where the bank is located”) (con-

strued in OCC Interpretive Letter No. 822 (Feb. 17, 1998),

[1997–1998 Transfer Binder] CCH Fed. Banking L. Rep.

¶81–265, pp. 90,256-90,257); §92 (permitting national

bank to act as insurance agent in certain circumstances

when bank is “located and doing business in any place the

population of which does not exceed five thousand inhabi-

tants”) (construed in 12 CFR §7.1001 (2005)).7 Recogniz-

ing the controlling significance of context, we stated in

Bougas, regarding a venue provision for national banks:

“There is no enduring rigidity about the word ‘located.’ ”

434 U. S., at 44.

Second, Congress may well have comprehended the

——————

7 The Court of Appeals did not overlook these nonuniform uses of the

word “located” in various provisions of the National Bank Act. See 388

F. 3d 414, 425 (CA4 2004). Nevertheless, it declared that, in §1348,

“located” unambiguously means “physically present.” Ibid. (internal

quotation marks omitted). The court did not say what facilities other

than branch offices, for example, storage sites or even automated teller

machines, would suffice to establish a bank’s physical presence. Cf. Tr.

of Oral Arg. 36–37 (counsel for respondents stated that an ATM,

although an arguable question, probably would suffice to locate a bank

in a State for §1348 purposes).

10 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

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 oper-

ate 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 3,

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 6–7, n. 6. The codifying Act

explicitly stated that “so far as [its provisions were] sub-

stantially the same as existing statutes,” they should “be

construed as continuations thereof, and not as new enact-

ments.” Act of Mar. 3, 1911, §294, 36 Stat. 1167; see

Federal Intermediate Credit Bank of Columbia v. Mitchell,

277 U. S. 213, 216 (1928) (1911 Act “was in substance a

reenactment of the earlier provisions in respect of . . . juris-

diction”). In this light, it is unsurprising that, in 1947, this

Court, referring to a national bank’s citizenship under the

1911 Act, used the terms “located” and “established” as

alternatives. See Cope v. Anderson, 331 U. S. 461, 467

(1947) (“For jurisdictional purposes, a national bank is a

‘citizen’ of the state in which it is established or located[.]”).8

——————

8 Context also matters in assigning meaning to the word “estab-

lished.” See, e.g., Convention Between the Government of the United

States of America and the Government of the United Kingdom of Great

Britain and Northern Ireland for the Avoidance of Double Taxation and

the Prevention of Fiscal Evasion with Respect to Taxes on Income and

on Capital Gains, S. Treaty Doc. No. 107–19, Art. 5, pp. 8–9 (2002)

Cite as: 546 U. S. ____ (2006) 11

Opinion of the Court

Finally, Bougas does not control the meaning of §1348.

In that case, we construed a now-repealed venue provi-

sion, which stated that actions against national banking

associations could be filed “in any State, county, or mu-

nicipal 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 provi-

sion, a national bank was located, and venue was there-

fore proper, in any county or city where the bank main-

tained a branch office. 434 U. S., at 44–45. True, under

the in pari materia canon of statutory construction, stat-

utes addressing the same subject matter generally should

be read “ ‘as if they were one law.’ ” Erlenbaugh v. United

States, 409 U. S. 239, 243 (1972) (quoting United States v.

Freeman, 3 How. 556, 564 (1845)). But venue and subject-

matter jurisdiction are not concepts of the same order.

Venue is largely a matter of litigational convenience; accord-

ingly, it is waived if not timely raised. See, e.g., Heckler v.

Ringer, 466 U. S. 602, 638, n. 25 (1984); Fed. Rule Civ.

Proc. 12(h)(1). Subject-matter jurisdiction, on the other

hand, concerns a court’s competence to adjudicate a particu-

lar category of cases; a matter far weightier than venue,

subject-matter jurisdiction must be considered by the court

on its own motion, even if no party raises an objection. See,

e.g., Mansfield, C. & L. M. R. Co. v. Swan, 111 U. S. 379,

——————

(“For the purposes of this Convention, the term ‘permanent establish-

ment’ means a fixed place of business through which the business of an

enterprise is wholly or partly carried on . . . .”). Given the character of

the proceedings covered by the first paragraph of §1348, see supra, at 7,

one might read “established” as referring to the bank’s main office as

set forth in its articles of association. Other readings mentioned in

Court of Appeals opinions are the bank’s principal place of business and

the place listed in the bank’s organization certificate. See Horton v.

Bank One, N. A., 387 F. 3d 426, 434 (CA5 2004); Firstar Bank, N. A. v.

Faul, 253 F. 3d 982, 992 (CA7 2001). Because this issue is not pre-

sented by the parties or necessary to today’s decision, we express no

opinion on it. Cf. ibid.

12 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

382 (1884); Fed. Rule Civ. Proc. 12(h)(3).

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 jurisdic-

tion, however, does not entail an assessment of conven-

ience. 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 jurisdic-

tion, 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 for venue purposes with the treatment of state

banks and corporations. For venue in suits against state

banks and other state-created corporations typically lies

wherever those entities have business establishments.

See 19 C. J. S., Corporations §717(d), p. 374, n. 30 (1990)

(under typical state venue statutes, “[v]enue in action

against domestic corporation can be laid in any county

where corporation maintains branch office”). By contrast,

the Court of Appeals’ decision in the instant case severely

constricts national banks’ access to diversity jurisdiction

as compared to the access available to corporations gener-

ally. For purposes of diversity, a corporation surely is not

deemed a citizen of every State in which it maintains a

business establishment. See Pennsylvania R. Co. v. St.

Louis, A. & T. H. R. Co., 118 U. S. 290, 295–296 (1886).

Rather, under 28 U. S. C. §1332(c)(1), a corporation is

Cite as: 546 U. S. ____ (2006) 13

Opinion of the Court

“deemed to be a citizen” only of “any State by which it has

been incorporated” and “of the State where it has its prin-

cipal place of business.” Accordingly, while corporations

ordinarily rank as citizens of at most 2 States, Wachovia,

under the Court of Appeals’ novel citizenship rule, would

be a citizen of 16 States. See FDIC Institution Directory,

available at http://www2.fdic.gov/idasp/ main.asp.9 Bou-

gas does not call for this anomalous result.

V

To summarize, “located,” as its appearances in the

banking laws reveal, see supra, at 8–9, 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 juris-

diction 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”).

——————

9 To achieve complete parity with state banks and other state-

incorporated entities, a national banking association would have to be

deemed a citizen of both the State of its main office and the State of its

principal place of business. See Horton, 387 F. 3d, at 431, and n. 26;

Firstar Bank, N. A., 253 F. 3d, at 993–994. Congress has prescribed

that a corporation “shall be deemed to be a citizen of any State by

which it has been incorporated and of the State where it has its princi-

pal place of business.” 28 U. S. C. §1332(c)(1) (emphasis added). The

counterpart provision for national banking associations, §1348, how-

ever, does not refer to “principal place of business”; it simply deems

such associations “citizens of the States in which they are respectively

located.” The absence of a “principal place of business” reference in

§1348 may be of scant practical significance for, in almost every case, as

in this one, the location of a national bank’s main office and of its

principal place of business coincide.

14 WACHOVIA BANK, N. A. v. SCHMIDT

Opinion of the Court

In contrast, in §1348, “located” appears in a prescription

governing not venue but federal-court subject-matter

jurisdiction. Concerning access to the federal court sys-

tem, §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”). Simi-

larly, 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 na-

tional 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.

Treating venue and subject-matter jurisdiction prescrip-

tions as in pari materia, 388 F. 3d, at 422–423, the Court

of Appeals majority overlooked the discrete offices of those

concepts. See supra, at 11–12; cf. Cook, “Substance” and

“Procedure” in the Conflict of Laws, 42 Yale L. J. 333, 337

(1933) (“The tendency to assume that a word which ap-

pears in two or more legal rules, and so in connection with

more than one purpose, has and should have precisely the

same scope in all of them, runs all through legal discus-

sions. It has all the tenacity of original sin and must

constantly be guarded against.”). The resulting Fourth

Circuit decision rendered national banks singularly disfa-

vored corporate bodies with regard to their access to fed-

Cite as: 546 U. S. ____ (2006) 15

Opinion of the Court

eral courts. The language of §1348 does not mandate that

incongruous outcome, nor does this Court’s precedent.

* * *

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 consis-

tent with this opinion.

It is so ordered.

JUSTICE THOMAS took no part in the consideration or

decision of this case.