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Bank Holding Company
Filing Resources
References
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Types of Filings
Bank Holding Company Formation/Expansion Nonbank Activities Change in Control Emergency Applications Notice of Addition or Change in Directors or Senior Executive Officers Stock Redemption Formation/Expansion
Sections 225.14, 225.15, and 225.17 of Regulation Y Who must file?
A company proposing to: become a bank holding company, acquire a
subsidiary bank, or acquire control of bank or bank holding company securities
generally must apply for the Board’s prior approval under section 3 of the
Bank Holding Company Act. However, certain transactions may qualify
for prior notice procedures. The formation of a one-bank holding
company may qualify for prior notice if the proposal meets the criteria in
section 225.17(a). Similarly, an existing bank holding company
proposing to acquire 5 percent or more of an additional bank or bank
holding company or to merge with another bank holding company may provide
prior notice to the Federal Reserve if the proposal meets the criteria in
section 225.14(c). For formation or acquisition proposals not
qualifying for one of the prior notice procedures (or for organizations
otherwise directed by the Federal Reserve to do so), a company must file an
application for prior Federal Reserve approval under section 225.15 of
Regulation Y.1
Publication requirements--newspaper/Federal Register
The applicant must publish a notice in the local
newspaper(s) and the Federal Reserve will publish a notice in the Federal Register
for proposals submitted under sections 225.14 or 225.15. No
publication is required for notices submitted under section 225.17.
Required forms
For notices submitted under sections 225.14 or 225.17, the information
requested in Form FR Y-3N must
be provided. For applications submitted under section 225.15, the information
requested in Form FR Y-3 must
be provided. For applications submitted by foreign organization, the information
requested in Form FR Y-3F must be provided.
Processing time frames
The notice period under section 225.17 expires 30 calendar days
after the notice is received by the Federal Reserve. The notice period under
section 225.14 expires up to five business days after the close of the
public comment period unless the Federal Reserve extends the period. The
Federal Reserve normally acts on an application under section 225.15
within 30 calendar days after receipt or within 5 business days
after the close of the public comment period (whichever is later) unless the
Federal Reserve notifies the applicant that the period is being extended.
Applications that require review or action by the Board are normally acted
upon within 60 days after receipt unless the Federal Reserve notifies
the applicant that the period is being extended.
Factors reviewed
For formation or acquisition proposals, the Federal Reserve would consider the factors in section 225.13 of Regulation Y.
Consummation period
Formation proposals under section 225.17 may be consummated immediately. Formation or acquisition proposals under sections 225.14 or 225.15 may not be consummated for 30 calendar days after action by the Federal Reserve unless the Department of Justice authorizes a waiting period of 15 calendar days. Normally a 15-day waiting period is authorized. Authority to consummate any of the transactions would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the application was approved by the Federal Reserve.
1 Certain transactions that meet the criteria in section 225.12(d)(2) of Regulation Y may not require the filing of a prior notice or application. Return to text. Nonbank Activities
Sections 225.22, 225.23, and 225.24 of Regulation Y Who must file?
An existing bank holding company proposing to engage in permissible nonbanking
activities, on a de novo basis, may provide notice to the Federal
Reserve after commencing the activity(ies) if the bank holding company and the
proposal meet the criteria in section 225.22(a) of Regulation Y.
A bank holding company proposing to engage in permissible nonbanking activities
either de novo, or through the acquisition of an existing company, must
provide prior notice to the Federal Reserve if the bank holding company and the
proposal meet the criteria in section 225.23(c) of Regulation Y.1
For transactions that do not qualify for the post or expedited prior notice
procedures, a bank holding company must file a notice for prior Federal Reserve
approval under section 225.24 of Regulation Y.
Publication requirements--newspaper/Federal Register
No publication is required for proposals under sections 225.22
or 225.23. The Federal Reserve will publish a notice in the
Federal Register for proposals under section 225.24.2
Required forms
For notices submitted under section 225.22, the bank holding company
must provide the information requested in Form FR Y-10
(if appropriate) or must otherwise advise the appropriate Reserve Bank.
For notices submitted under sections 225.23 or 225.24, the
information requested in Form FR Y-4
must be provided.
Processing time frames
The notice period under section 225.23 expires 12 business days after
a complete notice is received by the Federal Reserve. The Federal Reserve
normally acts on an application under section 225.24 within 30 calendar
days after receipt unless the Federal Reserve notifies the applicant that the
period is being extended. Notices that require review or action by the
Board are normally acted upon within 60 days after receipt unless the Federal
Reserve notifies the applicant that the period is being extended.
Factors reviewed
For proposals to engage in or acquire a company to engage in a nonbanking
activity, the Federal Reserve considers the factors in section 225.26
of Regulation Y.
Consummation period
Proposals to engage in nonbanking activities may be consummated immediately.
Authority to consummate a nonbanking transaction would expire 12 months from
the earliest date on which the transaction could have been consummated unless
extended by the Federal Reserve.
1 A bank holding company must file a notice under section 225.24 of Regulation Y for proposals involving the acquisition or establishment of a thrift institution. Return to text. 2 A bank holding company proposing to establish or acquire a thrift institution must also publish a notice in local newspapers under section 225.14. Return to text. Change in Control
Sections 225.41, 225.42, and 225.43 of Regulation Y Who must file?
Any person, as defined in section 225.2 of Regulation Y, proposing
to acquire control of a bank holding company must provide prior notice to the
Federal Reserve under section 225.43 of Regulation Y.
Publication requirements--newspaper/Federal Register
For change in control proposals, a person must publish
a notice in the local newspaper(s) and the Federal Reserve will publish a
notice in the Federal Register.
Required forms
The information requested in Form FR 2081a and Form FR 2081c must be submitted.
Processing time frames
The notice period would expire 60 days after the notice is received by the
Federal Reserve unless the Federal Reserve notifies the applicant that the
period is being extended.
Factors reviewed
For change in control proposals, the Federal Reserve considers the factors in
section 225.43(g) of Regulation Y.
Consummation period
Change in control proposals may be consummated immediately. Authority
to consummate a change in control transaction would expire three months from the
earliest date on which the transaction could have been consummated unless
extended by the Federal Reserve. The consummation period may not be extended
beyond one calendar year from the date the notice was acted on by the Federal Reserve.
Emergency Applications
Overview
Emergency conditions associated with a problem or failing banking organization
may allow for processing of an application under the streamlined procedures of
the Bank Holding Company Act, the Federal Deposit Insurance Act, the Change
in Bank Control Act, or the Federal Reserve Act.1
The two types of emergency procedures are expeditious action and immediate
action. Under the expeditious action procedures, the Federal Reserve
allows the public up to 10 days to comment on a proposal. Under the
immediate action procedures, the Federal Reserve would act on a proposal as
soon as possible.
Potential filers are encouraged to contact the Federal Reserve as early as possible to discuss emergency procedures. While all applications or notifications involving a failing institution would be reviewed, only a filing by an organization or individual identified by the FDIC as a winner in the bidding process is ultimately approved. Who must file?
Bank holding companies, banks, or individuals proposing to acquire a failing banking organization.
Publication requirements--newspaper/Federal Register
Under the expeditious action procedure, the applicant must
publish a notice in local newspapers and the Federal
Reserve will publish a notice in the Federal Register with a public
comment period of 10 days. Under the immediate action procedure, no
publication notice is required.
Processing time frames
Under the expeditious action procedure, the Federal Reserve would act on an
application as soon as practicable, taking into account the expiration of the
public comment period. Under the immediate action procedure, the
Federal Reserve would act on an application on the same day that the failing
institution is closed.
Consummation period
For applications approved under the expeditious action procedure, which
normally involve a waiting period after approval (for example, Bank Holding
Company Act and Bank Merger Act filings), the proposal may be consummated on
or after the fifth calendar day following the approval date. For
applications processed under the expeditious action procedures, which normally
do not involve a waiting period, and for all applications processed under the
immediate action procedures, the proposal may be consummated immediately.
1 Emergency procedures cannot be used without a letter from the chartering authority of the failing financial institution. Return to text. Notice of Addition or Change in Directors or Senior Executive Officers
Section 225.72 of Regulation Y Who must file?
A bank holding company must provide prior notice to the Federal Reserve to add
a director or a senior executive officer if the company meets the criteria in
section 225.72 of Regulation Y. An institution may request a
waiver of the prior notice requirement if the individual's services are needed
immediately.
Publication requirements--newspaper/Federal Register
No publication notice is required.
Required forms
The information requested in Form FR 2081b and Form FR 2081c must be submitted.
Processing time frames
The notice period expires 30 days after the notice is received by the Federal
Reserve unless the Federal Reserve notifies the applicant that the processing
period is being extended.
Factors reviewed
For proposals to add a director or senior officer, the Federal Reserve considers
the factors in section 225.73(c) of Regulation Y.
Consummation period
These proposals may be consummated immediately.
Stock Redemption
Section 225.4(b) of Regulation Y Who must file?
A bank holding company must provide prior notice to the Federal Reserve under
section 225.4(b) of Regulation Y before purchasing or redeeming
its equity securities if the gross consideration for the purchase or redemption,
when aggregated with the net consideration paid by the company for all such
purchases or redemptions during the preceding 12 months, is equal to 10 percent
or more of the company's consolidated net worth.
Publication requirements--newspaper/Federal Register
No publication notice is required.
Required information
Notices must be submitted in the form of a letter that includes the information
requested in section 225.4(b)(2) of Regulation Y.
Processing time frames
The notice period expires 15 days after the notice is received by the Federal
Reserve unless the Federal Reserve notifies the applicant that the period is
being extended for another 15 days.Factors reviewed
For stock redemption proposals, the Federal Reserve considers the factors in
section 225.4(b)(4) of Regulation Y.
Consummation period
None.
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