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
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                         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)
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                          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
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                          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.