# FDIC FIL-146-2002: FILING PROCEDURES

> Federal · Agency guidance · Superseded

URL: https://www.frixlaw.com/law-library/statutes/FDIC_FIL02146

## Section

- **Citation:** FDIC FIL-146-2002
- **Heading:** FILING PROCEDURES
- **Jurisdiction:** Federal
- **Kind:** Agency guidance
- **Status:** Superseded
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** FDIC Financial Institution Letters / FILING PROCEDURES

## Text

Friday,
December 27, 2002
Part II
Federal Deposit
Insurance
Corporation
12 CFR Part 303, et al.
Filing Procedures; Unsafe and Unsound
Banking Practices; Registration of
Transfer Agents; International Banking;
Management Official Interlocks; and
Golden Parachutes and Indemnification
Payments; FDIC Statement of Policy on
Bank Merger Transactions; Application
for Deposit Insurance; Filing Procedures;
Corporate Powers; Final Rule, Proposed
Rule, and Notices
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79246
Federal Register / Vol. 249, No. 67 / Friday, December 27, 2002 / Rules and Regulations
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Part 303
RIN 3064–AC51
Filing Procedures; Unsafe and
Unsound Banking Practices;
Registration of Transfer Agents;
International Banking; Management
Official Interlocks; and Golden
Parachutes and Indemnification
Payments
AGENCY: Federal Deposit Insurance
Corporation (FDIC).
ACTION: Final rule.
SUMMARY: The FDIC is amending its
regulations governing application,
notice and request procedures to reflect
changes from an internal reorganization
order, which included the consolidation
of the Division of Supervision and the
Division of Compliance and Consumer
Affairs into the Division of Supervision
and Consumer Protection. The FDIC has
also determined that the delegations of
authority found in its filing procedures
regulation should be removed to allow
for greater flexibility in its delegation
and decision making process.
EFFECTIVE DATE: December 27, 2002.
FOR FURTHER INFORMATION CONTACT:
Division of Supervision and Consumer
Protection: Steven D. Fritts, Associate
Director, 202/898/3723, Mindy West,
Examination Specialist, 202/898/7221.
Legal Division: Supervision and
Legislation Branch, Susan van den
Toorn, Counsel, 202/898/8707, Robert
C. Fick, Counsel, 202/898/8962, FDIC,
Washington, DC 20429.
SUPPLEMENTARY INFORMATION:
I
mber 27, 2002.
FOR FURTHER INFORMATION CONTACT:
Division of Supervision and Consumer
Protection: Steven D. Fritts, Associate
Director, 202/898/3723, Mindy West,
Examination Specialist, 202/898/7221.
Legal Division: Supervision and
Legislation Branch, Susan van den
Toorn, Counsel, 202/898/8707, Robert
C. Fick, Counsel, 202/898/8962, FDIC,
Washington, DC 20429.
SUPPLEMENTARY INFORMATION:
I. Background
On July 2, 2002, the FDIC published
in the Federal Register a final rule
implementing the decision by the FDIC,
through an internal reorganization order
dated June 30, 2002 to merge certain
divisions of the FDIC and, as a result, to
change the names of the ‘‘Division of
Supervision’’ ‘‘DOS’’ and the ‘‘Division
of Compliance and Consumer Affairs’’
‘‘DCA’’ to the ‘‘Division of Supervision
and Consumer Protection (DSC)’’ and
make changes to the names of other
divisions of the FDIC. 67 FR 44351, July
2, 2002. The rule made the name
changes to chapter III of title 12 of the
Code of Federal Regulations.
Specifically, the rule changed all
references to the ‘‘Division of
Supervision’’ and the ‘‘Division of
Compliance and Consumer Affairs’’ to
the ‘‘Division of Supervision and
Consumer Protection (DSC).’’ The FDIC
noted at that time that it intended to
make further revisions to 12 CFR
chapter III to reflect other changes as a
result of the reorganization. This final
rule constitutes those changes. In
chapter III, part 303 of the FDIC’s
regulations (12 CFR part 303) (part 303)
contains the procedures to be followed
with respect to applications, notices, or
requests (collectively ‘‘filings’’) required
to be filed by statute or regulation. With
the creation of the new Division of
Supervision and Consumer Protection
(DSC), the internal FDIC administrative
scheme set forth in the previous part
303, approved by the Board in 1998 (63
FR 44686, August 20, 1998), must be
amended to reflect the new
organizational structure.
II
cations, notices, or
requests (collectively ‘‘filings’’) required
to be filed by statute or regulation. With
the creation of the new Division of
Supervision and Consumer Protection
(DSC), the internal FDIC administrative
scheme set forth in the previous part
303, approved by the Board in 1998 (63
FR 44686, August 20, 1998), must be
amended to reflect the new
organizational structure.
II. Discussion
Throughout part 303 there are
numerous references to DOS and DCA
and the Directors and Deputy Directors
of those Divisions and an administrative
scheme for the approval, denial or
modification of applications, notices or
requests based on the existence of two
separate divisions. The FDIC’s internal
reorganization of those divisions thus
necessitates a revision of the regulation
to reflect the new structure. The new
part 303 reflects that new organizational
structure.
A primary purpose of the new
structure was to streamline management
and certain decision making processes.
To support these efforts and provide
greater flexibility in the future, the FDIC
decided to remove the delegation
authority found in part 303. The FDIC
Board of Directors has affirmed and
adopted the delegations of authority for
DSC to act on certain supervisory
applications and enforcement actions.
In addition, the Board has also
authorized these delegations of
authority to be transferred from its
regulation in part 303 and reissued in a
Financial Institution Letter. The
delegations of authority state which
individuals within the FDIC are
authorized to approve or deny specific
applications and issue enforcement
actions and what authority the Board
has retained. While the FDIC has
codified these delegations in its rules
and regulations for many years, there is
no statutory requirement that the
agency’s internal delegations authority
be published in its regulation
ons of authority state which
individuals within the FDIC are
authorized to approve or deny specific
applications and issue enforcement
actions and what authority the Board
has retained. While the FDIC has
codified these delegations in its rules
and regulations for many years, there is
no statutory requirement that the
agency’s internal delegations authority
be published in its regulation. In order
to provide the maximum amount of
flexibility and efficiency, the FDIC is
moving its delegation of authority from
the regulation to its Internet Web site
(http://www.fdic.gov), where the
delegations will be maintained. The
public will be able to access the
delegations of authority to determine
which individuals are authorized to act
on behalf of the FDIC. Instructions
relating to the filing of applications will
remain in part 303 of the FDIC’s
regulations.
III. Public Comment Waiver and
Effective Date
As noted, this final rule reflects
changes in part 303 as a result of the
FDIC internal reorganization and does
not affect any regulatory requirement
imposed by the FDIC on the public. The
changes are matters of ‘‘agency
organization, procedure, or practice’’
and are thus not subject to the general
requirement of the Administrative
Procedure Act (APA) for notice and
comment, pursuant to 5 U.S.C.
553(b)(3)(A). The changes are technical
and non-substantive in nature and
impact. Thus, the FDIC finds, for good
cause, that the APA notice-and-
comment provisions are unnecessary. 5
U.S.C. 553(b)(3)(B). This final rule is
also effective immediately, because: (a)
The changes are technical and
procedural; (b) the public does not need
a delayed period of time to conform or
adjust; and (c) the current part 303
contains references to offices that have
been merged with others and which
should be corrected as promptly as
possible. Therefore, it is determined that
good cause exists for making these
amendments effective on publication in
the Federal Register, pursuant to 5
U.S.C
and
procedural; (b) the public does not need
a delayed period of time to conform or
adjust; and (c) the current part 303
contains references to offices that have
been merged with others and which
should be corrected as promptly as
possible. Therefore, it is determined that
good cause exists for making these
amendments effective on publication in
the Federal Register, pursuant to 5
U.S.C. 553(d)(3).
IV. Paperwork Reduction Act
This final rule does not create or
modify any collection of information
pursuant to the Paperwork Reduction
Act (44 U.S.C. 3501 et seq.).
Consequently, no information has been
submitted to the Office of Management
and Budget for review.
V. Regulatory Flexibility Act
A regulatory flexibility analysis under
the Regulatory Flexibility Act (RFA) is
required only when an agency must
publish a notice of proposed
rulemaking. 5 U.S.C. 603 and 604. As
already noted, the FDIC has determined
that publication of a notice of proposed
rulemaking is not necessary here.
Accordingly, the RFA does not require
a regulatory flexibility analysis.
VI. Assessment of Federal Regulations
and Policies on Families
The FDIC has determined that this
final rule will not affect family well
being within the meaning of section 654
of the Treasury and General
Government Appropriations Act, 1999,
Pub. L. 105–277, 112 Stat. 2681 (1998).
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Assessment of Federal Regulations
and Policies on Families
The FDIC has determined that this
final rule will not affect family well
being within the meaning of section 654
of the Treasury and General
Government Appropriations Act, 1999,
Pub. L. 105–277, 112 Stat. 2681 (1998).
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79247
Federal Register / Vol. 249, No. 67 / Friday, December 27, 2002 / Rules and Regulations
List of Subjects in 12 CFR Part 303
Administrative practice and
procedure, Bank deposit insurance,
Banks, banking, Bank merger,
Branching, Foreign branches, Foreign
investments, Golden parachute
payments, Reporting and record keeping
requirements.
For the reasons set forth in the
preamble and under the authority of 12
U.S.C. 1819(a)(Tenth), the FDIC Board
of Directors hereby revises 12 CFR part
303 as follows:
PART 303—FILING PROCEDURES
Sec.
303.0
Scope.
Subpart A—Rules of General Applicability
303.1
Scope.
303.2
Definitions.
303.3
General filing procedures.
303.4
Computation of time.
303.5
Effect of Community Reinvestment
Act performance on filings.
303.6
Investigations and examinations.
303.7
Public notice requirements.
303.8
Public access to filing.
303.9
Comments.
303.10
Hearings and other meetings.
303.11
Decisions.
303.12—303.13
[Reserved]
303.14
Being ‘‘engaged in the business of
receiving deposits other than trust
funds.’’
303.15—303.19
[Reserved]
Subpart B—Deposit Insurance
303.20
Scope.
303.21
Filing procedures.
303.22
Processing.
303.23
Public notice requirements.
303.24
Application for deposit insurance
for an interim institution.
303.25
Continuation of deposit insurance
upon withdrawing from membership in
the Federal Reserve System.
303.26—303.39
[Reserved]
Subpart C—Establishment and Relocation
of Domestic Branches and Offices
303.40
Scope.
303.41
Definitions.
303.42
Filing procedures.
303.43
Processing.
303.44
Public notice requirements.
303.45
Special provisions
deposit insurance
for an interim institution.
303.25
Continuation of deposit insurance
upon withdrawing from membership in
the Federal Reserve System.
303.26—303.39
[Reserved]
Subpart C—Establishment and Relocation
of Domestic Branches and Offices
303.40
Scope.
303.41
Definitions.
303.42
Filing procedures.
303.43
Processing.
303.44
Public notice requirements.
303.45
Special provisions.
303.46—303.59
[Reserved]
Subpart D—Merger Transactions
303.60
Scope.
303.61
Definitions.
303.62
Transactions requiring prior
approval.
303.63
Filing procedures.
303.64
Processing.
303.65
Public notice requirements.
303.66—303.79
[Reserved]
Subpart E—Change in Bank Control
303.80
Scope.
303.81
Definitions.
303.82
Transactions requiring prior notice.
303.83
Transactions not requiring prior
notice.
303.84
Filing procedures.
303.85
Processing.
303.86
Public notice requirements.
303.87—303.99
[Reserved]
Subpart F— Change of Director or Senior
Executive Officer
303.100
Scope.
303.101
Definitions.
303.102
Filing procedures and waiver of
prior notice.
303.103
Processing.
303.104—303.119
[Reserved]
Subpart G—Activities of Insured State
Banks
303.120
Scope.
303.121
Filing procedures.
303.122
Processing.
303.123–303.139
[Reserved]
Subpart H–Activities of Insured Savings
Associations
303.140
Scope.
303.141
Filing procedures.
303.142
Processing.
303.143–303.159
[Reserved]
Subpart I—Mutual-to-Stock Conversions
303.160
Scope.
303.161
Filing procedures.
303.162
Waiver from compliance.
303.163
Processing.
303.164–303.179
[Reserved]
Subpart J—International Banking
303.180
Scope.
303.181
Definitions.
303.182
Establishing, moving or closing a
foreign branch of a state nonmember
bank; § 347.103.
303.183
Investmentby insured state
nonmember banks in foreign
organizations; § 347.108.
303.184
Moving an insured branch of a
foreign bank.
303.185
Merger transactions involving
foreign banks or foreign organizations
eserved]
Subpart J—International Banking
303.180
Scope.
303.181
Definitions.
303.182
Establishing, moving or closing a
foreign branch of a state nonmember
bank; § 347.103.
303.183
Investmentby insured state
nonmember banks in foreign
organizations; § 347.108.
303.184
Moving an insured branch of a
foreign bank.
303.185
Merger transactions involving
foreign banks or foreign organizations.
303.186
Exemptions from insurance
requirement for a state branch of a
foreign bank; § 347.206.
303.187
Approval for an insured state
branch of a foreign bank to conduct
activities not permissible for federal
branches; § 347.213
303.188–303.199
[Reserved]
Subpart K—Prompt Corrective Action
303.200
Scope.
303.201
Filing procedures.
303.202
Processing.
303.203
Applications for capital
distribution.
303.204
Applicationsfor acquisitions,
branching, and new lines of business.
303.205
Applications for bonuses and
increased compensation for senior
executive officers.
303.206
Application for payment of
principal or interest on subordinated
debt.
303.207
Restricted activities for critically
undercapitalized institutions.
303.208–303.219
[Reserved]
Subpart L—Section 19 of the FDI Act
(Consent to Service of Persons Convicted
of Certain Criminal Offenses)
303.220
Scope.
303.221
Filing procedures.
303.222
Service at another insured
depository institution.
303.223
Applicant’s right to hearing
following denial.
303.224–303.239
[Reserved]
Subpart M—Other Filings
303.240
General.
303.241
Reduce or retire capital stock or
capital debt instruments.
303.242
Exercise of trust powers.
303.243
Brokered deposit waivers.
303.244
Golden parachute and severance
plan payments.
303.245
Waiver of liability for commonly
controlled depository institutions.
303.246
Insurance fund conversions.
303.247
Conversion with diminution of
capital.
303.248
Continue or resume status as an
insured institution following termination
under section 8 of the FDI Act
42
Exercise of trust powers.
303.243
Brokered deposit waivers.
303.244
Golden parachute and severance
plan payments.
303.245
Waiver of liability for commonly
controlled depository institutions.
303.246
Insurance fund conversions.
303.247
Conversion with diminution of
capital.
303.248
Continue or resume status as an
insured institution following termination
under section 8 of the FDI Act.
303.249
Truth in Lending Act—Relief from
reimbursement.
303.250
Management official interlocks.
303.251
Modification of conditions.
303.252
Extension of time.
303.253–303.259
[Reserved]
Subpart N—[Reserved]
Authority: 12 U.S.C. 378, 1813, 1815, 1816,
1817, 1818, 1819, (Seventh and Tenth), 1820,
1823, 1828, 1831e, 1831p–l, 1835a, 3104,
3105, 3108; 3207; 15 U.S.C. 1601–1607.
§ 303.0
Scope.
(a) This part describes the procedures
to be followed by both the FDIC and
applicants with respect to applications,
requests, or notices (filings) required to
be filed by statute or regulation.
Additional details concerning
processing are explained in related FDIC
statements of policy.
(b) Additional application procedures
may be found in the following FDIC
regulations:
(1) 12 CFR part 327—Assessments
(Request for review of assessment risk
classification);
(2) 12 CFR part 328—Advertisement
of Membership (Application for
temporary waiver of advertising
requirements);
(3) 12 CFR part 345—Community
Reinvestment (CRA strategic plans and
requests for designation as a wholesale
or limited purpose institution);
Subpart A—Rules of General
Applicability
§ 303.1
Scope.
Subpart A prescribes the general
procedures for submitting filings to the
FDIC which are required by statute or
regulation. This subpart also prescribes
the procedures to be followed by the
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r limited purpose institution);
Subpart A—Rules of General
Applicability
§ 303.1
Scope.
Subpart A prescribes the general
procedures for submitting filings to the
FDIC which are required by statute or
regulation. This subpart also prescribes
the procedures to be followed by the
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79248
Federal Register / Vol. 249, No. 67 / Friday, December 27, 2002 / Rules and Regulations
FDIC, applicants and interested parties
during the process of considering a
filing, including public notice and
comment. This subpart explains the
availability of expedited processing for
eligible depository institutions (defined
in § 303.2(r)). Certain terms used
throughout this part are also defined in
this subpart.
§ 303.2
Definitions.
For purposes of this part:
(a) Act or FDI Act means the Federal
Deposit Insurance Act (12 U.S.C. 1811 et
seq.).
(b) Adjusted part 325 total assets
means adjusted 12 CFR part 325 total
assets as calculated and reflected in the
FDIC’s Report of Examination.
(c) Adverse comment means any
objection, protest, or other adverse
written statement submitted by an
interested party relative to a filing. The
term adverse comment shall not include
any comment concerning the
Community Reinvestment Act (CRA),
fair lending, consumer protection, or
civil rights that the appropriate regional
director or designee determines to be
frivolous (for example, raising issues
between the commenter and the
applicant that have been resolved). The
term adverse comment also shall not
include any other comment that the
appropriate regional director or
designee determines to be frivolous (for
example, a non-substantive comment
submitted primarily as a means of
delaying action on the filing).
ector or designee determines to be
frivolous (for example, raising issues
between the commenter and the
applicant that have been resolved). The
term adverse comment also shall not
include any other comment that the
appropriate regional director or
designee determines to be frivolous (for
example, a non-substantive comment
submitted primarily as a means of
delaying action on the filing).
(d) Amended order to pay means an
order to forfeit and pay civil money
penalties, the amount of which has been
changed from that assessed in the
original notice of assessment of civil
money penalties.
(e) Applicant means a person or entity
that submits a filing to the FDIC.
(f) Application means a submission
requesting FDIC approval to engage in
various corporate activities and
transactions.
(g) Appropriate FDIC region and
appropriate regional director mean,
respectively, the FDIC region and the
FDIC regional director which the FDIC
designates as follows:
(1) When an institution or proposed
institution that is the subject of a filing
or administrative action is not and will
not be part of a group of related
institutions, the appropriate FDIC region
for the institution and any individual
associated with the institution is the
FDIC region in which the institution or
proposed institution is or will be
located, and the appropriate regional
director is the regional director for that
region; or
(2) When an institution or proposed
institution that is the subject of a filing
or administrative action is or will be
part of a group of related institutions,
the appropriate FDIC region for the
institution and any individual
associated with the institution is the
FDIC region in which the group’s major
policy and decision makers are located,
or any other region the FDIC designates
on a case-by-case basis, and the
appropriate regional director is the
regional director for that region.
tion is or will be
part of a group of related institutions,
the appropriate FDIC region for the
institution and any individual
associated with the institution is the
FDIC region in which the group’s major
policy and decision makers are located,
or any other region the FDIC designates
on a case-by-case basis, and the
appropriate regional director is the
regional director for that region.
(h) Associate director means any
associate director of the Division of
Supervision and Consumer Protection
(DSC) or, in the event such title become
obsolete, any official of equivalent
authority within the division.
(i) Book capital means total equity
capital which is comprised of perpetual
preferred stock, common stock, surplus,
undivided profits and capital reserves,
as those items are defined in the
instructions of the Federal Financial
Institutions Examination Council
(FFIEC) for the preparation of
Consolidated Reports of Condition and
Income for insured banks.
(j) Comment means any written
statement of fact or opinion submitted
by an interested party relative to a filing.
(k) Corporation or FDIC means the
Federal Deposit Insurance Corporation.
(l) CRA protest means any adverse
comment from the public related to a
pending filing which raises a negative
issue relative to the Community
Reinvestment Act (CRA) (12 U.S.C. 2901
et seq.), whether or not it is labeled a
protest and whether or not a hearing is
requested.
(m) Deputy director means the deputy
director of the Division of Supervision
and Consumer Protection (DSC) or, in
the event such title become obsolete,
any official of equivalent or higher
authority within the division.
(n) Deputy regional director means
any deputy regional director of the
Division of Supervision and Consumer
Protection (DSC) or, in the event such
title become obsolete, any official of
equivalent authority within the same
FDIC region of DSC.
on
and Consumer Protection (DSC) or, in
the event such title become obsolete,
any official of equivalent or higher
authority within the division.
(n) Deputy regional director means
any deputy regional director of the
Division of Supervision and Consumer
Protection (DSC) or, in the event such
title become obsolete, any official of
equivalent authority within the same
FDIC region of DSC.
(o) Appropriate FDIC office means the
office designated by the appropriate
regional director or designee.
(p) DSC means the Division of
Supervision and Consumer Protection
or, in the event the Division of
Supervision and Consumer Protection is
reorganized, such successor division.
(q) Director means the Director of the
Division of Supervision and Consumer
Protection (DSC) or, in the event such
title become obsolete, any official of
equivalent or higher authority within
the division.
(r) Eligible depository institution
means a depository institution that
meets the following criteria:
(1) Received an FDIC-assigned
composite rating of 1 or 2 under the
Uniform Financial Institutions Rating
System (UFIRS) as a result of its most
recent federal or state examination;
(2) Received a satisfactory or better
Community Reinvestment Act (CRA)
rating from its primary federal regulator
at its most recent examination, if the
depository institution is subject to
examination under part 345 of this
chapter;
(3) Received a compliance rating of 1
or 2 from its primary federal regulator
at its most recent examination;
(4) Is well-capitalized as defined in
the appropriate capital regulation and
guidance of the institution’s primary
federal regulator; and
(5) Is not subject to a cease and desist
order, consent order, prompt corrective
action directive, written agreement,
memorandum of understanding, or
other administrative agreement with its
primary federal regulator or chartering
authority.
(s) Filing means an application, notice
or request submitted to the FDIC under
this part.
dance of the institution’s primary
federal regulator; and
(5) Is not subject to a cease and desist
order, consent order, prompt corrective
action directive, written agreement,
memorandum of understanding, or
other administrative agreement with its
primary federal regulator or chartering
authority.
(s) Filing means an application, notice
or request submitted to the FDIC under
this part.
(t) General Counsel means the head of
the Legal Division of the FDIC or any
official within the Legal Division
exercising equivalent authority for
purposes of this part.
(u) Insider means a person who is or
is proposed to be a director, officer,
organizer, or incorporator of an
applicant; a shareholder who directly or
indirectly controls 10 percent or more of
any class of the applicant’s outstanding
voting stock; or the associates or
interests of any such person.
(v) Institution-affiliated party shall
have the same meaning as provided in
section 3(u) of the Act (12 U.S.C.
1813(u)).
(w) NEPA means the National
Environmental Policy Act of 1969 (42
U.S.C. 4321 et seq.).
(x) NHPA means the National Historic
Preservation Act of 1966 (16 U.S.C. 470
et seq.).
(y) Notice means a submission
notifying the FDIC that a depository
institution intends to engage in or has
commenced certain corporate activities
or transactions.
(z) Notice to primary regulator means
the notice described in section
8(a)(2)(A) of the Act concerning
termination of deposit insurance (12
U.S.C. 1818(a)(2)(A)).
(aa) Regional counsel means a
regional counsel of the Legal Division
or, in the event the title becomes
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actions.
(z) Notice to primary regulator means
the notice described in section
8(a)(2)(A) of the Act concerning
termination of deposit insurance (12
U.S.C. 1818(a)(2)(A)).
(aa) Regional counsel means a
regional counsel of the Legal Division
or, in the event the title becomes
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obsolete, any official of equivalent
authority within the Legal Division.
(bb) Regional director means any
regional director in the Division of
Supervision and Consumer Protection
(DSC), or in the event such title become
obsolete, any official of equivalent
authority within the division.
(cc) [Reserved]
(dd) Standard conditions means the
conditions that the FDIC may impose as
a routine matter when approving a
filing, whether or not the applicant has
agreed to their inclusion. The following
conditions, or variations thereof, are
standard conditions:
(1) That the applicant has obtained all
necessary and final approvals from the
appropriate federal or state authority or
other appropriate authority;
(2) That if the transaction does not
take effect within a specified time
period, or unless, in the meantime, a
request for an extension of time has
been approved, the consent granted
shall expire at the end of the specified
time period;
(3) That until the conditional
commitment of the FDIC becomes
effective, the FDIC retains the right to
alter, suspend or withdraw its
commitment should any interim
development be deemed to warrant such
action; and
fied time
period, or unless, in the meantime, a
request for an extension of time has
been approved, the consent granted
shall expire at the end of the specified
time period;
(3) That until the conditional
commitment of the FDIC becomes
effective, the FDIC retains the right to
alter, suspend or withdraw its
commitment should any interim
development be deemed to warrant such
action; and
(4) In the case of a merger transaction
(as defined in ¶ 303.61(a) of this part),
including a corporate reorganization,
that the proposed transaction not be
consummated before the 30th calendar
day (or shorter time period as may be
prescribed by the FDIC with the
concurrence of the Attorney General)
after the date of the order approving the
merger transaction.
(ee) Tier 1 capital shall have the same
meaning as provided in ¶ 325.2(v) of
this chapter (12 CFR 325.2(v)).
(ff) Total assets shall have the same
meaning as provided in ¶ 325.2(x) of
this chapter (12 CFR 325.2(x)).
§ 303.3
General filing procedures.
Unless stated otherwise, filings
should be submitted to the appropriate
FDIC office. Forms and instructions for
submitting filings may be obtained from
any FDIC regional director. If no form is
prescribed, the filing should be in
writing; be signed by the applicant or a
duly authorized agent; and contain a
concise statement of the action
requested. For specific filing and
content requirements, consult the
appropriate subparts of this part. The
FDIC may require the applicant to
submit additional information.
§ 303.4
Computation of time.
For purposes of this part, the FDIC
begins computing the relevant period on
the day after an event occurs (e.g., the
day after a substantially complete filing
is received by the FDIC or the day after
publication begins) through the last day
of the relevant period. When the last
day is a Saturday, Sunday or federal
holiday, the period runs until the end of
the next business day.
§ 303.5
Effect of Community Reinvestment
Act performance on filings
relevant period on
the day after an event occurs (e.g., the
day after a substantially complete filing
is received by the FDIC or the day after
publication begins) through the last day
of the relevant period. When the last
day is a Saturday, Sunday or federal
holiday, the period runs until the end of
the next business day.
§ 303.5
Effect of Community Reinvestment
Act performance on filings.
Among other factors, the FDIC takes
into account the record of performance
under the Community Reinvestment Act
(CRA) of each applicant in considering
a filing for approval of:
(a) The establishment of a domestic
branch;
(b) The relocation of the bank’s main
office or a domestic branch;
(c) The relocation of an insured
branch of a foreign bank;
(d) A transaction subject to the Bank
Merger Act; and
(e) Deposit insurance.
§ 303.6
Investigations and examinations.
The FDIC may examine or investigate
and evaluate facts related to any filing
under this chapter to the extent
necessary to reach an informed decision
and take any action necessary or
appropriate under the circumstances.
§ 303.7
Public notice requirements.
(a) General. The public must be
provided with prior notice of a filing to
establish a domestic branch, relocate a
domestic branch or the main office,
relocate an insured branch of a foreign
bank, engage in a merger transaction,
initiate a change of control transaction,
or request deposit insurance. The public
has the right to comment on, or to
protest, these types of proposed
transactions during the relevant
comment period. In order to fully
apprise the public of this right, an
applicant shall publish a public notice
of its filing in a newspaper of general
circulation. For specific publication
requirements, consult subparts B
(Deposit Insurance), C (Branches and
Relocations), D (Merger Transactions), E
(Change in Bank Control), and J
(International Banking) of this part.
during the relevant
comment period. In order to fully
apprise the public of this right, an
applicant shall publish a public notice
of its filing in a newspaper of general
circulation. For specific publication
requirements, consult subparts B
(Deposit Insurance), C (Branches and
Relocations), D (Merger Transactions), E
(Change in Bank Control), and J
(International Banking) of this part.
(b) Confirmation of publication. The
applicant shall mail or otherwise deliver
a copy of the newspaper notice to the
appropriate FDIC office as part of its
filing, or, if a copy is not available at the
time of filing, promptly after
publication.
(c) Content of notice. (1) The public
notice referred to in paragraph (a) of this
section shall consist of the following:
(i) Name and address of the
applicant(s). In the case of an
application for deposit insurance for a
de novo bank, include the names of all
organizers or incorporators. In the case
of an application to establish a branch,
include the location of the proposed
branch or, in the case of an application
to relocate a branch or main office,
include the current and proposed
address of the office. In the case of a
merger application, include the names
of all parties to the transaction. In the
case of a notice of acquisition of control,
include the name(s) of the acquiring
parties. In the case of an application to
relocate an insured branch of a foreign
bank, include the current and proposed
address of the branch.
(ii) Type of filing being made;
(iii) Name of the depository
institution(s) that is the subject matter of
the filing;
(iv) That the public may submit
comments to the appropriate FDIC
regional director;
rol,
include the name(s) of the acquiring
parties. In the case of an application to
relocate an insured branch of a foreign
bank, include the current and proposed
address of the branch.
(ii) Type of filing being made;
(iii) Name of the depository
institution(s) that is the subject matter of
the filing;
(iv) That the public may submit
comments to the appropriate FDIC
regional director;
(v) The address of the appropriate
FDIC office where comments may be
sent (the same location where the filing
will be made);
(vi) The closing date of the public
comment period as specified in the
appropriate subpart; and
(vii) That the nonconfidential
portions of the application are on file in
the appropriate FDIC office and are
available for public inspection during
regular business hours; photocopies of
the nonconfidential portion of the
application file will be made available
upon request.
(2) The requirements of paragraphs
(c)(1)(iv) through (vii) of this section
may be satisfied through use of the
following notice:
Any person wishing to comment on this
application may file his or her comments in
writing with the regional director of the
Federal Deposit Insurance Corporation at the
appropriate FDIC office [insert address of
office] not later than [insert closing date of
the public comment period specified in the
appropriate subpart of part 303]. The non-
confidential portions of the application are
on file at the appropriate FDIC office and are
available for public inspection during regular
business hours. Photocopies of the
nonconfidential portion of the application
file will be made available upon request.
office] not later than [insert closing date of
the public comment period specified in the
appropriate subpart of part 303]. The non-
confidential portions of the application are
on file at the appropriate FDIC office and are
available for public inspection during regular
business hours. Photocopies of the
nonconfidential portion of the application
file will be made available upon request.
(d) Multiple transactions. The FDIC
may consider more than one
transaction, or a series of transactions,
to be a single filing for purposes of the
publication requirements of this section.
When publishing a single public notice
for multiple transactions, the applicant
shall explain in the public notice how
the transactions are related. The closing
date of the comment period shall be the
closing date of the longest public
comment period that applies to any of
the related transactions.
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(e) Joint public notices. For a
transaction subject to public notice
requirements by the FDIC and another
federal or state banking authority, the
FDIC will accept publication of a single
joint notice containing all the
information required by both the FDIC
and the other federal agency or state
banking authority, provided that the
notice states that comments must be
submitted to the appropriate FDIC office
and, if applicable, the other federal or
state banking authority.
(f) Where public notice is required,
the FDIC may determine on a case-by-
case basis that unusual circumstances
surrounding a particular filing warrant
modification of the publication
requirements.
§ 303.8
Public access to filing.
rovided that the
notice states that comments must be
submitted to the appropriate FDIC office
and, if applicable, the other federal or
state banking authority.
(f) Where public notice is required,
the FDIC may determine on a case-by-
case basis that unusual circumstances
surrounding a particular filing warrant
modification of the publication
requirements.
§ 303.8
Public access to filing.
(a) General. For filings subject to a
public notice requirement, any person
may inspect or request a copy of the
non-confidential portions of a filing (the
public file) until 180 days following
final disposition of a filing. Following
the 180-day period, non-confidential
portions of an application file will be
made available in accordance with ’
303.8(c). The public file generally
consists of portions of the filing,
supporting data, supplementary
information, and comments submitted
by interested persons (if any) to the
extent that the documents have not been
afforded confidential treatment. To view
or request photocopies of the public file,
an oral or written request should be
submitted to the appropriate FDIC
office. The public file will be produced
for review not more than one business
day after receipt by the appropriate
FDIC office of the request (either written
or oral) to see the file. The FDIC may
impose a fee for photocopying in
accordance with § 309.5(f) of this
chapter at the rates the FDIC publishes
annually in the Federal Register.
(b) Confidential treatment. (1) The
applicant may request that specific
information be treated as confidential.
The following information generally is
considered confidential:
e of the request (either written
or oral) to see the file. The FDIC may
impose a fee for photocopying in
accordance with § 309.5(f) of this
chapter at the rates the FDIC publishes
annually in the Federal Register.
(b) Confidential treatment. (1) The
applicant may request that specific
information be treated as confidential.
The following information generally is
considered confidential:
(i) Personal information, the release of
which would constitute a clearly
unwarranted invasion of privacy;
(ii) Commercial or financial
information, the disclosure of which
could result in substantial competitive
harm to the submitter; and
(iii) Information, the disclosure of
which could seriously affect the
financial condition of any depository
institution.
(2) If an applicant requests
confidential treatment for information
that the FDIC does not consider to be
confidential, the FDIC may include that
information in the public file after
notifying the applicant. On its own
initiative, the FDIC may determine that
certain information should be treated as
confidential and withhold that
information from the public file.
(c) FOIA requests. A written request
for information withheld from the
public file, or copies of the public file
following closure of the file 180 days
after final disposition, should be
submitted pursuant to the Freedom of
Information Act (5 U.S.C. 552) and part
309 of this chapter to the FDIC, Attn:
FOIA/Privacy Group, Legal Division,
550 17th Street, NW., Washington, DC
20429.
§ 303.9
Comments.
(a) Submission of comments. For
filings subject to a public notice
requirement, any person may submit
comments to the appropriate FDIC
regional director during the comment
period.
(b) Comment period—(1) General.
Consult appropriate subparts of this part
for the comment period applicable to a
particular filing.
(2) Extension. The FDIC may extend
or reopen the comment period if:
mments.
(a) Submission of comments. For
filings subject to a public notice
requirement, any person may submit
comments to the appropriate FDIC
regional director during the comment
period.
(b) Comment period—(1) General.
Consult appropriate subparts of this part
for the comment period applicable to a
particular filing.
(2) Extension. The FDIC may extend
or reopen the comment period if:
(i) The applicant fails to file all
required information on a timely basis
to permit review by the public or makes
a request for confidential treatment not
granted by the FDIC that delays the
public availability of that information;
(ii) Any person requesting an
extension of time satisfactorily
demonstrates to the FDIC that additional
time is necessary to develop factual
information that the FDIC determines
may materially affect the application; or
(iii) The FDIC determines that other
good cause exists.
(3) Solicitation of comments.
Whenever appropriate, the appropriate
regional director may solicit comments
from any person or institution which
might have an interest in or be affected
by the pending filing.
(4) Applicant response. The FDIC will
provide copies of all comments received
to the applicant and may give the
applicant an opportunity to respond.
§ 303.10
Hearings and other meetings.
(a) Matters covered. This section
covers hearings and other proceedings
in connection with filings and
determinations for or by:
(1) Deposit insurance by a proposed
new depository institution or operating
non-insured institution;
(2) An insured state nonmember bank
to establish a domestic branch or to
relocate a main office or domestic
branch;
(3) Relocation of an insured branch of
a foreign bank;
overed. This section
covers hearings and other proceedings
in connection with filings and
determinations for or by:
(1) Deposit insurance by a proposed
new depository institution or operating
non-insured institution;
(2) An insured state nonmember bank
to establish a domestic branch or to
relocate a main office or domestic
branch;
(3) Relocation of an insured branch of
a foreign bank;
(4)(i) Merger transaction which
requires the FDIC’s prior approval under
the Bank Merger Act (12 U.S.C. 1828(c));
(ii) Except as otherwise expressly
provided, the provisions of this § 303.10
shall not be applicable to any proposed
merger transaction which the FDIC
Board of Directors determines must be
acted upon immediately to prevent the
probable failure of one of the
institutions involved, or must be
handled with expeditious action due to
an existing emergency condition, as
permitted by the Bank Merger Act (12
U.S.C. 1828(c)(6));
(5) Nullification of a decision on a
filing; and
(6) Any other purpose or matter
which the FDIC Board of Directors in its
sole discretion deems appropriate.
(b) Hearing requests. (1) Any person
may submit a written request for a
hearing on a filing:
(i) To the appropriate regional
director before the end of the comment
period; or
(ii) To the appropriate regional
director, pursuant to a notice to nullify
a decision on a filing issued pursuant to
§ 303.11(g)(2)(i) or (ii).
(2) The request must describe the nature
of the issues or facts to be presented and
the reasons why written submissions
would be insufficient to make an
adequate presentation of those issues or
facts to the FDIC. A person requesting
a hearing shall simultaneously submit a
copy of the request to the applicant.
to nullify
a decision on a filing issued pursuant to
§ 303.11(g)(2)(i) or (ii).
(2) The request must describe the nature
of the issues or facts to be presented and
the reasons why written submissions
would be insufficient to make an
adequate presentation of those issues or
facts to the FDIC. A person requesting
a hearing shall simultaneously submit a
copy of the request to the applicant.
(c) Action on a hearing request. The
appropriate regional director, after
consultation with the Legal Division,
may grant or deny a request for a
hearing and may limit the issues that he
or she deems relevant or material. The
FDIC generally grants a hearing request
only if it determines that written
submissions would be insufficient or
that a hearing otherwise would be in the
public interest.
(d) Denial of a hearing request. If the
appropriate regional director, after
consultation with the Legal Division,
denies a hearing request, he or she shall
notify the person requesting the hearing
of the reason for the denial. A decision
to deny a hearing request shall be a final
agency determination and is not
appealable.
(e) FDIC procedures prior to the
hearing—(1) Notice of hearing. The
FDIC shall issue a notice of hearing if it
grants a request for a hearing or orders
a hearing because it is in the public
interest. The notice of hearing shall state
the subject and date of the filing, the
time and place of the hearing, and the
issues to be addressed. The FDIC shall
send a copy of the notice of hearing to
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the applicant, to the person requesting
the hearing, and to anyone else
requesting a copy.
ing, and the
issues to be addressed. The FDIC shall
send a copy of the notice of hearing to
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the applicant, to the person requesting
the hearing, and to anyone else
requesting a copy.
(2) The presiding officer shall be the
regional director or designee or such
other person as may be named by the
Board or the Director. The presiding
officer is responsible for conducting the
hearing and determining all procedural
questions not governed by this section.
(f) Participation in the hearing. Any
person who wishes to appear
(participant) shall notify the appropriate
regional director of his or her intent to
participate in the hearing no later than
10 days from the date that the FDIC
issues the Notice of Hearing. At least 5
days before the hearing, each participant
shall submit to the appropriate regional
director, as well as to the applicant and
any other person as required by the
FDIC, the names of witnesses, a
statement describing the proposed
testimony of each witness, and one copy
of each exhibit the participant intends
to present.
(g) Transcripts. The FDIC shall
arrange for a hearing transcript. The
person requesting the hearing and the
applicant each shall bear the cost of one
copy of the transcript for his or her use
unless such cost is waived by the
presiding officer and incurred by the
FDIC.
nt describing the proposed
testimony of each witness, and one copy
of each exhibit the participant intends
to present.
(g) Transcripts. The FDIC shall
arrange for a hearing transcript. The
person requesting the hearing and the
applicant each shall bear the cost of one
copy of the transcript for his or her use
unless such cost is waived by the
presiding officer and incurred by the
FDIC.
(h) Conduct of the hearing—(1)
Presentations. Subject to the rulings of
the presiding officer, the applicant and
participants may make opening and
closing statements and present and
examine witnesses, material, and data.
(2) Information submitted. Any
person presenting material shall furnish
one copy to the FDIC, one copy to the
applicant, and one copy to each
participant.
(3) Laws not applicable to hearings.
The Administrative Procedure Act (5
U.S.C. 551 et seq.), the Federal Rules of
Evidence (28 U.S.C. Appendix), the
Federal Rules of Civil Procedure (28
U.S.C. Rule 1 et seq.), and the FDIC’s
Rules of Practice and Procedure (12 CFR
part 308) do not govern hearings under
this § 303.10.
(i) Closing the hearing record. At the
applicant’s or any participant’s request,
or at the FDIC’s discretion, the FDIC
may keep the hearing record open for up
to 10 days following the FDIC’s receipt
of the transcript. The FDIC shall resume
processing the filing after the record
closes.
(j) Disposition and notice thereof. The
presiding officer shall make a
recommendation to the FDIC within 20
days following the date the hearing and
record on the proceeding are closed.
The FDIC shall notify the applicant and
all participants of the final disposition
of a filing and shall provide a statement
of the reasons for the final disposition.
(k) Computation of time. In
computing periods of time under this
section, the provisions of § 308.12 of the
FDIC’s Rules of Practice and Procedure
(12 CFR 308.12) shall apply.
earing and
record on the proceeding are closed.
The FDIC shall notify the applicant and
all participants of the final disposition
of a filing and shall provide a statement
of the reasons for the final disposition.
(k) Computation of time. In
computing periods of time under this
section, the provisions of § 308.12 of the
FDIC’s Rules of Practice and Procedure
(12 CFR 308.12) shall apply.
(l) Informal proceedings. The FDIC
may arrange for an informal proceeding
with an applicant and other interested
parties in connection with a filing,
either upon receipt of a written request
for such a meeting made during the
comment period, or upon the FDIC’s
own initiative. No later than 10 days
prior to an informal proceeding, the
appropriate regional director shall
notify the applicant and each person
who requested a hearing or oral
presentation of the date, time, and place
of the proceeding. The proceeding may
assume any form, including a meeting
with FDIC representatives at which
participants will be asked to present
their views orally. The regional director
may hold separate meetings with each
of the participants.
(m) Authority retained by FDIC Board
of Directors to modify procedures. The
FDIC Board of Directors may delegate
authority by resolution on a case-by-
case basis to the presiding officer to
adopt different procedures in individual
matters and on such terms and
conditions as the Board of Directors
determines in its discretion. The
resolution shall be made available for
public inspection and copying in the
Office of the General Counsel, Executive
Secretary Section under the Freedom of
Information Act (5 U.S.C. 552(a)(2)).
§ 303.11
Decisions.
basis to the presiding officer to
adopt different procedures in individual
matters and on such terms and
conditions as the Board of Directors
determines in its discretion. The
resolution shall be made available for
public inspection and copying in the
Office of the General Counsel, Executive
Secretary Section under the Freedom of
Information Act (5 U.S.C. 552(a)(2)).
§ 303.11
Decisions.
(a) General procedures. The FDIC may
approve, conditionally approve, deny,
or not object to a filing after appropriate
review and consideration of the record.
The FDIC will promptly notify the
applicant and any person who makes a
written request of the final disposition
of a filing. If the FDIC denies a filing,
the FDIC will immediately notify the
applicant in writing of the reasons for
the denial.
(b) Authority retained by FDIC Board
of Directors to modify procedures. In
acting on any filing under this part, the
FDIC Board of Directors may by
resolution adopt procedures which
differ from those contained in this part
when it deems it necessary or in the
public interest to do so. The resolution
shall be made available for public
inspection and copying in the Office of
the General Counsel, Executive
Secretary Section under the Freedom of
Information Act (5 U.S.C. 552(a)(2)).
(c) Expedited processing. (1) A filing
submitted by an eligible depository
institution as defined in § 303.2(r) will
receive expedited processing as
specified in the appropriate subparts of
this part unless the FDIC determines to
remove the filing from expedited
processing for any of the reasons set
forth in paragraph (c)(2) of this section.
Except for filings made pursuant to
subpart J (International Banking),
expedited processing will not be
available for any filing that the
appropriate regional director does not
have delegated authority to approve.
(2) Removal of filing from expedited
processing. The FDIC may remove a
filing from expedited processing at any
time prior to final disposition if:
raph (c)(2) of this section.
Except for filings made pursuant to
subpart J (International Banking),
expedited processing will not be
available for any filing that the
appropriate regional director does not
have delegated authority to approve.
(2) Removal of filing from expedited
processing. The FDIC may remove a
filing from expedited processing at any
time prior to final disposition if:
(i) For filings subject to public notice
under § 303.7, an adverse comment is
received that warrants additional
investigation or review;
(ii) For filings subject to evaluation of
CRA performance under § 303.5, a CRA
protest is received that warrants
additional investigation or review, or
the appropriate regional director
determines that the filing presents a
significant CRA or compliance concern;
(iii) For any filing, the appropriate
regional director determines that the
filing presents a significant supervisory
concern, or raises a significant legal or
policy issue; or
(iv) For any filing, the appropriate
regional director determines that other
good cause exists for removal.
(3) For purposes of this section, a
significant CRA concern includes, but is
not limited to, a determination by the
appropriate regional director that,
although a depository institution may
have an institution-wide rating of
satisfactory or better, a depository
institution’s CRA rating is less than
satisfactory in a state or multi-state
metropolitan statistical area, or a
depository institution’s CRA
performance is less than satisfactory in
a metropolitan statistical area as defined
in 12 CFR 345.12 (MSA) or in the non-
MSA portion of a state in which it seeks
to expand through approval of an
application for a deposit facility as
defined in 12 U.S.C. 2902(3).
(4) If the FDIC determines that it is
necessary to remove a filing from
expedited processing pursuant to
paragraph (c)(2) of this section, the FDIC
promptly will provide the applicant
with a written explanation
in 12 CFR 345.12 (MSA) or in the non-
MSA portion of a state in which it seeks
to expand through approval of an
application for a deposit facility as
defined in 12 U.S.C. 2902(3).
(4) If the FDIC determines that it is
necessary to remove a filing from
expedited processing pursuant to
paragraph (c)(2) of this section, the FDIC
promptly will provide the applicant
with a written explanation
(d) Multiple transactions. If the FDIC
is considering related transactions, some
or all of which have been granted
expedited processing, then the longest
processing time for any of the related
transactions shall govern for purposes of
approval.
(e) Abandonment of filing. A filing
must contain all information set forth in
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the applicable subpart of this part. To
the extent necessary to evaluate a filing,
the FDIC may require an applicant to
provide additional information. If
information requested by the FDIC is
not provided within the time period
specified by the agency, the FDIC may
deem the filing abandoned and shall
provide written notification to the
applicant and any interested parties that
submitted comments to the FDIC that
the file has been closed.
(f) Appeals and requests for
reconsideration—(1) General. Appeal
procedures for a denial of a change in
bank control (subpart E), change in
senior executive officer or board of
directors (subpart F) or denial of an
application pursuant to section 19 of the
FDI Act (subpart L) are contained in 12
CFR part 308, subparts D, L, and M,
respectively. For all other filings
covered by this chapter for which
appeal procedures are not provided by
regulation or other written guidance, the
procedures specified in paragraphs (f)
ange in
senior executive officer or board of
directors (subpart F) or denial of an
application pursuant to section 19 of the
FDI Act (subpart L) are contained in 12
CFR part 308, subparts D, L, and M,
respectively. For all other filings
covered by this chapter for which
appeal procedures are not provided by
regulation or other written guidance, the
procedures specified in paragraphs (f)
(2) and (3) of this section shall apply. A
decision to deny a request for a hearing
is a final agency determination and is
not appealable.
(2) Filing procedures. Within 15 days
of receipt of notice from the FDIC that
its filing has been denied, any applicant
may file a request for reconsideration
with the appropriate regional director.
(3) Content of filing. A request for
reconsideration must contain the
following information:
(i) A resolution of the board of
directors of the applicant authorizing
filing of the request if the applicant is
a corporation, or a letter signed by the
individual(s) filing the request if the
applicant is not a corporation;
(ii) Relevant, substantive information
that for good cause was not previously
set forth in the filing; and
(iii) Specific reasons why the FDIC
should reconsider its prior decision.
(4) [Reserved]
(5) [Reserved]
(6) Processing. The FDIC will notify
the applicant whether reconsideration
will be granted or denied within 15 days
of receipt of a request for
reconsideration. If a request for
reconsideration is granted pursuant to
§ 303.11(f), the FDIC will notify the
applicant of the final agency decision on
such filing within 60 days of its receipt
of the request for reconsideration.
(g) Nullification, withdrawal,
revocation, amendment, and suspension
of decisions on filings—(1) Grounds for
action. Except as otherwise provided by
law or regulation, the FDIC may nullify,
withdraw, revoke, amend or suspend a
decision on a filing if it becomes aware
at anytime:
of the final agency decision on
such filing within 60 days of its receipt
of the request for reconsideration.
(g) Nullification, withdrawal,
revocation, amendment, and suspension
of decisions on filings—(1) Grounds for
action. Except as otherwise provided by
law or regulation, the FDIC may nullify,
withdraw, revoke, amend or suspend a
decision on a filing if it becomes aware
at anytime:
(i) Of any material misrepresentation
or omission related to the filing or of
any material change in circumstance
that occurred prior to the consummation
of the transaction or commencement of
the activity authorized by the decision
on the filing; or
(ii) That the decision on the filing is
contrary to law or regulation or was
granted due to clerical or administrative
error.
(iii) Any person responsible for a
material misrepresentation or omission
in a filing or supporting materials may
be subject to an enforcement action and
other penalties, including criminal
penalties provided in Title 18 of the
United States Code.
(2) Notice of intent and temporary
order. (i) Except as provided in
§ 303.11(g)(2)(ii), before taking action
under this § 303.11(g), the FDIC shall
issue and serve on an applicant written
notice of its intent to take such action.
A notice of intent to act on a filing shall
include:
(A) The reasons for the proposed
action; and
(B) The date by which the applicant
may file a written response with the
FDIC.
(ii) The FDIC may issue a temporary
order on a decision on a filing without
providing an applicant a prior notice of
intent if the FDIC determines that:
(A) It is necessary to reevaluate the
impact of a change in circumstance
prior to the consummation of the
transaction or commencement of the
activity authorized by the decision on
the filing; or
(B) The activity authorized by the
filing may pose a threat to the interests
of the depository institution’s depositors
or may threaten to impair public
confidence in the depository institution.
(A) It is necessary to reevaluate the
impact of a change in circumstance
prior to the consummation of the
transaction or commencement of the
activity authorized by the decision on
the filing; or
(B) The activity authorized by the
filing may pose a threat to the interests
of the depository institution’s depositors
or may threaten to impair public
confidence in the depository institution.
(iii) A temporary order shall provide
the applicant with an opportunity to
make a written response in accordance
with § 303.11(g)(3) of this section.
(3) Response to notice of intent or
temporary order. An applicant may file
a written response to a notice of intent
or a temporary order within 15 days
from the date of service of the notice or
temporary order. The written response
should include:
(i) An explanation of why the
proposed action or temporary order is
not warranted; and
(ii) Any other relevant information,
mitigating circumstance,
documentation, or other evidence in
support of the applicant’s position. An
applicant may also request a hearing
under § 303.10 of this part. Failure by an
applicant to file a written response with
the FDIC to a notice of intent or a
temporary order within the specified
time period, shall constitute a waiver of
the opportunity to respond and shall
constitute consent to a final order under
this § 303.11(g).
(4) Effective date. All orders issued
pursuant to this section shall become
effective immediately upon issuance
unless otherwise stated therein.
§§ 303. 12–303.13
[Reserved]
§ 303.14
Being ‘‘engaged in the business
of receiving deposits other than trust
funds.’’
(a) Except as provided in paragraphs
(b), (c), and (d) of this section, a
depository institution shall be ‘‘engaged
in the business of receiving deposits
other than trust funds’’ only if it
maintains one or more non-trust deposit
accounts in the minimum aggregate
amount of $500,000.
03.13
[Reserved]
§ 303.14
Being ‘‘engaged in the business
of receiving deposits other than trust
funds.’’
(a) Except as provided in paragraphs
(b), (c), and (d) of this section, a
depository institution shall be ‘‘engaged
in the business of receiving deposits
other than trust funds’’ only if it
maintains one or more non-trust deposit
accounts in the minimum aggregate
amount of $500,000.
(b) An applicant for federal deposit
insurance under section 5 of the FDI
Act, 12 U.S.C. 1815(a), shall be deemed
to be ‘‘engaged in the business of
receiving deposits other than trust
funds’’ from the date that the FDIC
approves deposit insurance for the
institution until one year after it opens
for business.
(c) Any depository institution that
fails to satisfy the minimum deposit
standard specified in paragraph (a) of
this section as of two consecutive call
report dates (i.e., March 31st, June 30th,
September 30th, and December 31st)
shall be subject to a determination by
the FDIC that the institution is not
‘‘engaged in the business of receiving
deposits other than trust funds’’ and to
termination of its insured status under
section 8(p) of the FDI Act, 12 U.S.C.
1818(p). For purposes of this paragraph,
the first three call report dates after the
institution opens for business are
excluded.
(d) Notwithstanding any failure by an
insured depository institution to satisfy
the minimum deposit standard in
paragraph (a) of this section, the
institution shall continue to be
‘‘engaged in the business of receiving
deposits other than trust funds’’ for
purposes of section 3 of the FDI Act
until the institution’s insured status is
terminated by the FDIC pursuant to a
proceeding under section 8(a) or section
8(p) of the FDI Act. 12 U.S.C. 1818(a) or
1818(p).
§§ 303.15–303.19
[Reserved]
Subpart B—Deposit Insurance
§ 303.20
Scope
he
institution shall continue to be
‘‘engaged in the business of receiving
deposits other than trust funds’’ for
purposes of section 3 of the FDI Act
until the institution’s insured status is
terminated by the FDIC pursuant to a
proceeding under section 8(a) or section
8(p) of the FDI Act. 12 U.S.C. 1818(a) or
1818(p).
§§ 303.15–303.19
[Reserved]
Subpart B—Deposit Insurance
§ 303.20
Scope.
This subpart sets forth the procedures
for applying for deposit insurance for a
proposed depository institution or an
operating noninsured depository
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institution under section 5 of the FDI
Act (12 U.S.C. 1815). It also sets forth
the procedures for requesting
continuation of deposit insurance for a
state-chartered bank withdrawing from
membership in the Federal Reserve
System and for interim institutions
chartered to facilitate a merger
transaction.
§ 303.21
Filing procedures.
(a) Applications for deposit insurance
shall be filed with the appropriate FDIC
office. The relevant application forms
and instructions for applying for deposit
insurance for an existing or proposed
depository institution may be obtained
from any FDIC regional director.
(b) An application for deposit
insurance for an interim depository
institution shall be filed and processed
in accordance with the procedures set
forth in § 303.24, subject to the
provisions of § 303.62(b)(2) regarding
deposit insurance for interim
institutions. An interim institution is
defined as a state- or federally-chartered
depository institution that does not
operate independently but exists solely
as a vehicle to accomplish a merger
transaction.
nstitution shall be filed and processed
in accordance with the procedures set
forth in § 303.24, subject to the
provisions of § 303.62(b)(2) regarding
deposit insurance for interim
institutions. An interim institution is
defined as a state- or federally-chartered
depository institution that does not
operate independently but exists solely
as a vehicle to accomplish a merger
transaction.
(c) A request for continuation of
deposit insurance upon withdrawing
from membership in the Federal Reserve
System shall be in letter form and shall
provide the information prescribed in
§ 303.25.
§ 303.22
Processing.
(a) Expedited processing for proposed
institutions. (1) An application for
deposit insurance for a proposed
institution which will be a subsidiary of
an eligible depository institution as
defined in § 303.2(r) or an eligible
holding company will be acknowledged
in writing by the FDIC and will receive
expedited processing unless the
applicant is notified in writing to the
contrary and provided with the basis for
that decision. An eligible holding
company is defined as a bank or thrift
holding company that has consolidated
assets of $150 million or more, has an
assigned composite rating of 2 or better,
and has at least 75 percent of its
consolidated depository institution
assets comprised of eligible depository
institutions. The FDIC may remove an
application from expedited processing
for any of the reasons set forth in
§ 303.11(c)(2).
y is defined as a bank or thrift
holding company that has consolidated
assets of $150 million or more, has an
assigned composite rating of 2 or better,
and has at least 75 percent of its
consolidated depository institution
assets comprised of eligible depository
institutions. The FDIC may remove an
application from expedited processing
for any of the reasons set forth in
§ 303.11(c)(2).
(2) Under expedited processing, the
FDIC will take action on an application
within 60 days of receipt of a
substantially complete application or 5
days after the expiration of the comment
period described in § 303.23, whichever
is later. Final action may be withheld
until the FDIC has assurance that
permission to organize the proposed
institution will be granted by the
chartering authority. Notwithstanding
paragraph (a)(1) of this section, if the
FDIC does not act within the expedited
processing period, it does not constitute
an automatic or default approval.
(b) Standard processing. For those
applications that are not processed
pursuant to the expedited procedures,
the FDIC will provide the applicant
with written notification of the final
action when the decision is rendered.
§ 303.23
Public notice requirements.
(a) De novo institutions and operating
noninsured institutions. The applicant
shall publish a notice as prescribed in
§ 303.7 in a newspaper of general
circulation in the community in which
the main office of the depository
institution is or will be located. Notice
shall be published as close as
practicable to, but no sooner than five
days before, the date the application is
mailed or delivered to the appropriate
FDIC office. Comments by interested
parties must be received by the
appropriate regional director within 30
days following the date of publication,
unless the comment period has been
extended or reopened in accordance
with § 303.9(b)(2).
shall be published as close as
practicable to, but no sooner than five
days before, the date the application is
mailed or delivered to the appropriate
FDIC office. Comments by interested
parties must be received by the
appropriate regional director within 30
days following the date of publication,
unless the comment period has been
extended or reopened in accordance
with § 303.9(b)(2).
(b) Exceptions to public notice
requirements. No publication shall be
required in connection with the granting
of insurance to a new depository
institution established pursuant to the
resolution of a depository institution in
default, or to an interim depository
institution formed solely to facilitate a
merger transaction, or for a request for
continuation of federal deposit
insurance by a state-chartered bank
withdrawing from membership in the
Federal Reserve System.
§ 303.24
Application for deposit insurance
for an interim institution.
(a) Application required. Subject to
§ 303.62(b)(2), a deposit insurance
application is required for a state-
chartered interim institution if the
related merger transaction is subject to
approval by a federal banking agency
other than the FDIC. A separate
application for deposit insurance for an
interim institution is not required in
connection with any merger requiring
FDIC approval pursuant to subpart D of
this part.
(b) Content of separate application. A
letter application for deposit insurance
for an interim institution, accompanied
by a copy of the related merger
application, shall be filed with the
appropriate FDIC office. The letter
application shall briefly describe the
transaction and contain a statement that
deposit insurance is being requested for
an interim institution that does not
operate independently but exists solely
as a vehicle to accomplish a merger
transaction which will be reviewed by
a federal banking agency other than the
FDIC.
pplication, shall be filed with the
appropriate FDIC office. The letter
application shall briefly describe the
transaction and contain a statement that
deposit insurance is being requested for
an interim institution that does not
operate independently but exists solely
as a vehicle to accomplish a merger
transaction which will be reviewed by
a federal banking agency other than the
FDIC.
(c) Processing. An application for
deposit insurance for an interim
depository institution will be
acknowledged in writing by the FDIC.
Final action will be taken within 21
days after receipt of a substantially
complete application, unless the
applicant is notified in writing that
additional review is warranted. If the
FDIC does not act within the expedited
processing period, it does not constitute
an automatic or default approval.
§ 303.25
Continuation of deposit insurance
upon withdrawing from membership in the
Federal Reserve System.
(a) Content of application. To
continue its insured status upon
withdrawal from membership in the
Federal Reserve System, a state-
chartered bank shall submit a letter
application to the appropriate FDIC
office. A complete application shall
consist of the following information:
(1) A copy of the letter, and any
attachments thereto, sent to the
appropriate Federal Reserve Bank
setting forth the bank’s intention to
terminate its membership;
(2) A copy of the letter from the
Federal Reserve Bank acknowledging
the bank’s notice to terminate
membership;
(3) A statement regarding any
anticipated changes in the bank’s
general business plan during the next
12-month period; and
of the letter, and any
attachments thereto, sent to the
appropriate Federal Reserve Bank
setting forth the bank’s intention to
terminate its membership;
(2) A copy of the letter from the
Federal Reserve Bank acknowledging
the bank’s notice to terminate
membership;
(3) A statement regarding any
anticipated changes in the bank’s
general business plan during the next
12-month period; and
(4)(i) A statement by the bank’s
management that there are no
outstanding or proposed corrective
programs or supervisory agreements
with the Federal Reserve System.
(ii) If such programs or agreements
exist, a statement by the applicant that
its Board of Directors is willing to enter
into similar programs or agreements
with the FDIC which would become
effective upon withdrawal from the
Federal Reserve System.
(b) Processing. An application for
deposit insurance under this section
will be acknowledged in writing by the
FDIC. The FDIC shall notify the
applicant, within 15 days of receipt of
a substantially complete application,
either that federal deposit insurance
will continue upon termination of
membership in the Federal Reserve
System or that additional review is
warranted and the applicant will be
notified, in writing, of the FDIC’s final
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decision regarding continuation of
deposit insurance. If the FDIC does not
act within the expedited processing
period, it does not constitute an
automatic or default approval.
§§ 303.26—303.39
[Reserved]
Subpart C—Establishment and
Relocation of Domestic Branches and
Offices
§ 303.40
Scope.
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decision regarding continuation of
deposit insurance. If the FDIC does not
act within the expedited processing
period, it does not constitute an
automatic or default approval.
§§ 303.26—303.39
[Reserved]
Subpart C—Establishment and
Relocation of Domestic Branches and
Offices
§ 303.40
Scope.
(a) General. This subpart sets forth the
application requirements and
procedures for insured state nonmember
banks to establish a branch, relocate a
branch or main office, and retain
existing branches after the interstate
relocation of the main office subject to
the approval by the FDIC pursuant to
sections 13(f), 13(k), 18(d) and 44 of the
FDI Act.
(b) Merger transaction. Applications
for approval of the acquisition and
establishment of branches in connection
with a merger transaction under section
18(c) of the FDI Act (12 U.S.C. 1828(c)),
are processed in accordance with
subpart D (Merger Transactions) of this
part.
(c) Insured branches of foreign banks
and foreign branches of domestic banks.
Applications regarding insured
branches of foreign banks and foreign
branches of domestic banks are
processed in accordance with subpart J
(International Banking) of this part.
(d) Interstate acquisition of individual
branch. Applications requesting
approval of the interstate acquisition of
an individual branch or branches
located in a state other than the
applicant’s home state without the
acquisition of the whole bank are
treated as interstate bank merger
transactions under section 44 of the FDI
Act (12 U.S.C. 1831a(u)), and are
processed in accordance with subpart D
(Merger Transactions) of this part.
§ 303.41
Definitions.
For purposes of this subpart:
te acquisition of
an individual branch or branches
located in a state other than the
applicant’s home state without the
acquisition of the whole bank are
treated as interstate bank merger
transactions under section 44 of the FDI
Act (12 U.S.C. 1831a(u)), and are
processed in accordance with subpart D
(Merger Transactions) of this part.
§ 303.41
Definitions.
For purposes of this subpart:
(a) Branch includes any branch bank,
branch office, additional office, or any
branch place of business located in any
State of the United States or in any
territory of the United States, Puerto
Rico, Guam, American Samoa, the Trust
Territory of the Pacific Islands, the
Virgin Islands, and the Northern
Mariana Islands at which deposits are
received or checks paid or money lent.
A branch does not include an automated
teller machine, an automated loan
machine, or a remote service unit. The
term branch also includes the following:
(1) A messenger service that is
operated by a bank or its affiliate that
picks up and delivers items relating to
transactions in which deposits are
received or checks paid or money lent.
A messenger service established and
operated by a non-affiliated third party
generally does not constitute a branch
for purposes of this subpart. Banks
contracting with third parties to provide
messenger services should consult with
the FDIC to determine if the messenger
service constitutes a branch.
(2) A mobile branch, other than a
messenger service, that does not have a
single, permanent site and uses a
vehicle that travels to various locations
to enable the public to conduct banking
business. A mobile branch may serve
defined locations on a regular schedule
or may serve a defined area at varying
times and locations.
(3) A temporary branch that operates
for a limited period of time not to
exceed one year as a public service,
such as during an emergency or disaster
situation.
nd uses a
vehicle that travels to various locations
to enable the public to conduct banking
business. A mobile branch may serve
defined locations on a regular schedule
or may serve a defined area at varying
times and locations.
(3) A temporary branch that operates
for a limited period of time not to
exceed one year as a public service,
such as during an emergency or disaster
situation.
(4) A seasonal branch that operates at
various periodically recurring intervals,
such as during state and local fairs,
college registration periods, and other
similar occasions.
(b) Branch relocation means a move
within the same immediate
neighborhood of the existing branch that
does not substantially affect the nature
of the business of the branch or the
customers of the branch. Moving a
branch to a location outside its
immediate neighborhood is considered
the closing of an existing branch and the
establishment of a new branch. Closing
of a branch is covered in the FDIC
Statement of Policy Concerning Branch
Closing Notices and Policies. 1 FDIC
Law, Regulations, Related Acts 5391;
see § 309.4 (a) and (b) of this chapter for
availability.
(c) De novo branch means a branch of
a bank which is established by the bank
as a branch and does not become a
branch of such bank as a result of:
(1) The acquisition by the bank of an
insured depository institution or a
branch of an insured depository
institution; or
(2) The conversion, merger, or
consolidation of any such institution or
branch.
(d) Home state means the state by
which the bank is chartered.
(e) Host state means a state, other than
the home state of the bank, in which the
bank maintains, or seeks to establish
and maintain, a branch.
§ 303.42
Filing procedures.
(a) General. An applicant shall submit
an application to the appropriate FDIC
office on the date the notice required by
§ 303.44 is published, or within 5 days
after the date of the last required
publication.
artered.
(e) Host state means a state, other than
the home state of the bank, in which the
bank maintains, or seeks to establish
and maintain, a branch.
§ 303.42
Filing procedures.
(a) General. An applicant shall submit
an application to the appropriate FDIC
office on the date the notice required by
§ 303.44 is published, or within 5 days
after the date of the last required
publication.
(b) Content of filing. A complete letter
application shall include the following
information:
(1) A statement of intent to establish
a branch, or to relocate the main office
or a branch;
(2) The exact location of the proposed
site including the street address. With
regard to messenger services, specify the
geographic area in which the services
will be available. With regard to a
mobile branch specify the community or
communities in which the vehicle will
operate and the manner in which it will
be used;
(3) Details concerning any
involvement in the proposal by an
insider of the bank as defined in
§ 303.2(u), including any financial
arrangements relating to fees, the
acquisition of property, leasing of
property, and construction contracts;
(4) A statement on the impact of the
proposal on the human environment,
including, information on compliance
with local zoning laws and regulations
and the effect on traffic patterns for
purposes of complying with the
applicable provisions of the NEPA and
the FDIC Statement of Policy on NEPA
(1 FDIC Law, Regulations, Related Acts
5185; see § 309.4 (a) and (b) of this
chapter for availability);
(5) A statement as to whether or not
the site is eligible for inclusion in the
National Register of Historic Places for
purposes of complying with applicable
provisions of the NHPA and the FDIC
Statement of Policy on NHPA (1 FDIC
Law, Regulations, Related Acts 5175;
see §309.4 (a) and (b) of this chapter for
availability) including documentation of
consultation with the State Historic
Preservation Officer, as appropriate;
the site is eligible for inclusion in the
National Register of Historic Places for
purposes of complying with applicable
provisions of the NHPA and the FDIC
Statement of Policy on NHPA (1 FDIC
Law, Regulations, Related Acts 5175;
see §309.4 (a) and (b) of this chapter for
availability) including documentation of
consultation with the State Historic
Preservation Officer, as appropriate;
(6) Comments on any changes in
services to be offered, the community to
be served, or any other effect the
proposal may have on the applicant’s
compliance with the CRA;
(7) A copy of each newspaper
publication required by § 303.44 of this
subpart, the name and address of the
newspaper, and date of the publication;
(8) When an application is submitted
to relocate the main office of the
applicant from one state to another, a
statement of the applicant’s intent
regarding retention of branches in the
state where the main office exists prior
to relocation.
(c) Undercapitalized institutions.
Applications to establish a branch by
applicants subject to section 38 of the
FDI Act (12 U.S.C. 1831o) also should
provide the information required by
§ 303.204. Applications pursuant to
sections 38 and 18(d) of the FDI Act (12
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U.S.C. 1831o and 1828(d)) may be filed
concurrently or as a single application.
(d) Additional information. The FDIC
may request additional information to
complete processing.
§ 303.43
Processing.
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U.S.C. 1831o and 1828(d)) may be filed
concurrently or as a single application.
(d) Additional information. The FDIC
may request additional information to
complete processing.
§ 303.43
Processing.
(a) Expedited processing for eligible
depository institutions. An application
filed under this subpart by an eligible
depository institution as defined in
§ 303.2(r) will be acknowledged in
writing by the FDIC and will receive
expedited processing, unless the
applicant is notified in writing to the
contrary and provided with the basis for
that decision. The FDIC may remove an
application from expedited processing
for any of the reasons set forth in
§ 303.11(c)(2). Absent such removal, an
application processed under expedited
processing will be deemed approved on
the latest of the following:
(1) The 21st day after receipt by the
FDIC of a substantially complete filing;
(2) The 5th day after expiration of the
comment period described in§ 303.44;
or
(3) In the case of an application to
establish and operate a de novo branch
in a state that is not the applicant’s
home state and in which the applicant
does not maintain a branch, the 5th day
after the FDIC receives confirmation
from the host state that the applicant
has both complied with the filing
requirements of the host state and
submitted a copy of the application with
the FDIC to the host state bank
supervisor.
(b) Standard processing. For those
applications which are not processed
pursuant to the expedited procedures,
the FDIC will provide the applicant
with written notification of the final
action when the decision is rendered.
§ 303.44
Public notice requirements.
he filing
requirements of the host state and
submitted a copy of the application with
the FDIC to the host state bank
supervisor.
(b) Standard processing. For those
applications which are not processed
pursuant to the expedited procedures,
the FDIC will provide the applicant
with written notification of the final
action when the decision is rendered.
§ 303.44
Public notice requirements.
(a) Newspaper publications. For
applications to establish or relocate a
branch, a notice as described in
§ 303.7(c) shall be published once in a
newspaper of general circulation. For
applications to relocate a main office,
notice shall be published at least once
each week on the same day for two
consecutive weeks. The required
publication shall be made in the
following communities:
(1) To establish a branch. In the
community in which the main office is
located and in the communities to be
served by the branch (including
messenger services and mobile
branches).
(2) To relocate a main office. In the
community in which the main office is
currently located and in the community
to which it is proposed the main office
will relocate.
(3) To relocate a branch. In the
community in which the branch is
located.
(b) Public comments. Comments by
interested parties must be received by
the appropriate regional director within
15 days after the date of the last
newspaper publication required by
paragraph (a) of this section, unless the
comment period has been extended or
reopened in accordance with
§ 303.9(b)(2).
(c) Lobby notices. In the case of
applications to relocate a main office or
a branch, a copy of the required
newspaper publication shall be posted
in the public lobby of the office to be
relocated for at least 15 days beginning
on the date of the last published notice
required by paragraph (a) of this section.
§ 303.45
Special provisions.
ed or
reopened in accordance with
§ 303.9(b)(2).
(c) Lobby notices. In the case of
applications to relocate a main office or
a branch, a copy of the required
newspaper publication shall be posted
in the public lobby of the office to be
relocated for at least 15 days beginning
on the date of the last published notice
required by paragraph (a) of this section.
§ 303.45
Special provisions.
(a) Emergency or disaster events. (1)
In the case of an emergency or disaster
at a main office or a branch which
requires that an office be immediately
relocated to a temporary location,
applicants shall notify the appropriate
FDIC office within 3 days of such
temporary relocation.
(2) Within 10 days of the temporary
relocation resulting from an emergency
or disaster, the bank shall submit a
written application to the appropriate
FDIC office, that identifies the nature of
the emergency or disaster, specifies the
location of the temporary branch, and
provides an estimate of the duration the
bank plans to operate the temporary
branch.
(3) As part of the review process, the
FDIC will determine on a case by case
basis whether additional information is
necessary and may waive public notice
requirements.
(b) Redesignation of main office and
existing branch. In cases where an
applicant desires to redesignate its main
office as a branch and redesignate an
existing branch as the main office, a
single application shall be submitted.
The FDIC may waive the public notice
requirements in instances where an
application presents no significant or
novel policy, supervisory, CRA,
compliance or legal concerns. A waiver
will be granted only to a redesignation
within the applicant’s home state.
esignate its main
office as a branch and redesignate an
existing branch as the main office, a
single application shall be submitted.
The FDIC may waive the public notice
requirements in instances where an
application presents no significant or
novel policy, supervisory, CRA,
compliance or legal concerns. A waiver
will be granted only to a redesignation
within the applicant’s home state.
(c) Expiration of approval. Approval
of an application expires if within 18
months after the approval date a branch
has not commenced business or a
relocation has not been completed.
§§ 303.46–303.59
[Reserved]
Subpart D—Merger Transactions
§ 303.60
Scope.
This subpart sets forth the application
requirements and procedures for
transactions subject to FDIC approval
under the Bank Merger Act, section
18(c) of the FDI Act (12 U.S.C. 1828(c)).
Additional guidance is contained in the
FDIC ‘‘Statement of Policy on Bank
Merger Transactions’’ (1 FDIC Law,
Regulations, Related Acts 5145; see
§ 309.4(a) and (b) of this chapter for
availability).
§ 303.61
Definitions.
For purposes of this subpart:
(a) Merger transaction includes any
transaction:
(1) In which an insured depository
institution merges or consolidates with
any other insured depository institution
or, either directly or indirectly, acquires
the assets of, or assumes liability to pay
any deposits made in, any other insured
depository institution; or
(2) In which an insured depository
institution merges or consolidates with
any noninsured bank or institution or
assumes liability to pay any deposits
made in, or similar liabilities of, any
noninsured bank or institution, or in
which an insured depository institution
transfers assets to any noninsured bank
or institution in consideration of the
assumption of any portion of the
deposits made in the insured depository
institution.
on merges or consolidates with
any noninsured bank or institution or
assumes liability to pay any deposits
made in, or similar liabilities of, any
noninsured bank or institution, or in
which an insured depository institution
transfers assets to any noninsured bank
or institution in consideration of the
assumption of any portion of the
deposits made in the insured depository
institution.
(b) Corporate reorganization means a
merger transaction between commonly-
owned institutions, between an insured
depository institution and its
subsidiary, or between an insured
depository institution and its holding
company, provided that the merger
transaction would have no effect on
competition or otherwise have
significance under the statutory
standards set forth in section 18(c) of
the FDI Act (12 U.S.C. 1828(c)). For
purposes of this paragraph, institutions
are commonly-owned if more than 50
percent of the voting stock of each of the
institutions is owned by the same
company, individual, or group of
closely-related individuals acting in
concert.
(c) Interim merger transaction means
a merger transaction (other than a
purchase and assumption transaction)
between an operating depository
institution and a newly-formed
depository institution or corporation
that will not operate independently and
that exists solely for the purpose of
facilitating a corporate reorganization.
(d) Optional conversion (Oakar
transaction) means a merger transaction
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rating depository
institution and a newly-formed
depository institution or corporation
that will not operate independently and
that exists solely for the purpose of
facilitating a corporate reorganization.
(d) Optional conversion (Oakar
transaction) means a merger transaction
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in which an insured depository
institution assumes deposit liabilities
insured by the deposit insurance fund
(either the Bank Insurance Fund (BIF) or
the Savings Association Insurance Fund
(SAIF)) of which that assuming
institution is not a member, and elects
not to convert the insurance covering
the assumed deposits. Such transactions
are covered by section 5(d)(3) of the FDI
Act (12 U.S.C. 1815(d)(3)).
(e) Resulting institution refers to the
acquiring, assuming or resulting
institution in a merger transaction.
§ 303.62
Transactions requiring prior
approval.
(a) Merger transactions. The following
merger transactions require the prior
written approval of the FDIC under this
subpart:
(1) Any merger transaction, including
any corporate reorganization, interim
merger transaction, or optional
conversion, in which the resulting
institution is to be an insured state
nonmember bank; and
(2) Any merger transaction, including
any corporate reorganization or interim
merger transaction, that involves an
uninsured bank or institution.
approval of the FDIC under this
subpart:
(1) Any merger transaction, including
any corporate reorganization, interim
merger transaction, or optional
conversion, in which the resulting
institution is to be an insured state
nonmember bank; and
(2) Any merger transaction, including
any corporate reorganization or interim
merger transaction, that involves an
uninsured bank or institution.
(b) Related provisions. Transactions
covered by this subpart also may be
subject to other provisions or
application requirements, including the
following:
(1) Interstate merger transactions.
Merger transactions between insured
banks that are chartered in different
states are subject to the provisions of
section 44 of the FDI Act (12 U.S.C.
1831u). In the case of a merger
transaction that consists of the
acquisition by an out of state bank of a
branch without acquisition of the bank,
the branch is treated for section 44
purposes as a bank whose home state is
the state in which the branch is located.
(2) Deposit insurance. An application
for deposit insurance will be required in
connection with a merger transaction
between a state-chartered interim
institution and an insured depository
institution if the related merger
application is being acted upon by a
federal banking agency other than the
FDIC. If the FDIC is the federal banking
agency responsible for acting on the
related merger application, a separate
application for deposit insurance is not
necessary. Procedures for applying for
deposit insurance are set forth in
subpart B of this part. An application for
deposit insurance will not be required
in connection with a merger transaction
(other than a purchase and assumption
transaction) of a federally-chartered
interim institution and an insured
institution, even if the resulting
institution is to operate under the
charter of the federal interim institution.
ng for
deposit insurance are set forth in
subpart B of this part. An application for
deposit insurance will not be required
in connection with a merger transaction
(other than a purchase and assumption
transaction) of a federally-chartered
interim institution and an insured
institution, even if the resulting
institution is to operate under the
charter of the federal interim institution.
(3) Deposit insurance fund
conversions. Procedures for conversion
transactions involving the transfer of
deposits from BIF to SAIF or from SAIF
to BIF are set forth in subpart M of this
part at § 303.246.
(4) Branch closings. Branch closings
in connection with a merger transaction
are subject to the notice requirements of
section 42 of the FDI Act (12 U.S.C.
1831r–1), including requirements for
notice to customers. These requirements
are addressed in the ‘‘Interagency Policy
Statement Concerning Branch Closings
Notices and Policies’’ (1 FDIC Law,
Regulations, Related Acts (FDIC) 5391;
see § 309.4(a) and (b) of this chapter for
availability.)
(5) Undercapitalized institutions.
Applications for a merger transaction by
applicants subject to section 38 of the
FDI Act (12 U.S.C. 1831o) should also
provide the information required by
§ 303.204. Applications pursuant to
sections 38 and 18(c) of the FDI Act (12
U.S.C, 1831o and 1828(c)) may be filed
concurrently or as a single application.
(6) Certification of assumption of
deposit liability. An insured depository
institution assuming deposit liabilities
of another insured institution must
provide certification of assumption of
deposit liability to the FDIC in
accordance with 12 CFR part 307.
§ 303.63
Filing procedures.
(a) General. Applications required
under this subpart shall be filed with
the appropriate FDIC office. The
appropriate forms and instructions may
be obtained upon request from any FDIC
regional director.
osit liabilities
of another insured institution must
provide certification of assumption of
deposit liability to the FDIC in
accordance with 12 CFR part 307.
§ 303.63
Filing procedures.
(a) General. Applications required
under this subpart shall be filed with
the appropriate FDIC office. The
appropriate forms and instructions may
be obtained upon request from any FDIC
regional director.
(b) Merger transactions. Applications
for approval of merger transactions shall
be accompanied by copies of all
agreements or proposed agreements
relating to the merger transaction and
any other information requested by the
FDIC.
(c) Interim merger transactions.
Applications for approval of interim
merger transactions and any related
deposit insurance applications shall be
made by filing the forms and other
documents required by paragraphs (a)
and (b) of this section and such other
information as may be required by the
FDIC for consideration of the request for
deposit insurance.
(d) Optional conversions. If the
proposed merger transaction is an
optional conversion, the merger
application shall include a statement
that the proposed merger transaction is
a transaction covered by section 5(d)(3)
of the FDI Act (12 U.S.C. 1815(d)(3)).
§ 303.64
Processing.
(a) Expedited processing for eligible
depository institutions—(1) General. An
application filed under this subpart by
an eligible depository institution as
defined in § 303.2(r) and which meets
the additional criteria in paragraph
(a)(4) of this section will be
acknowledged by the FDIC in writing
and will receive expedited processing,
unless the applicant is notified in
writing to the contrary and provided
with the basis for that decision. The
FDIC may remove an application from
expedited processing for any of the
reasons set forth in § 303.11(c)(2).
(2) Under expedited processing, the
FDIC will take action on an application
by the date that is the latest of:
the FDIC in writing
and will receive expedited processing,
unless the applicant is notified in
writing to the contrary and provided
with the basis for that decision. The
FDIC may remove an application from
expedited processing for any of the
reasons set forth in § 303.11(c)(2).
(2) Under expedited processing, the
FDIC will take action on an application
by the date that is the latest of:
(i) 45 days after the date of the FDIC’s
receipt of a substantially complete
merger application; or
(ii) 10 days after the date of the last
notice publication required under
§ 303.65 of this subpart; or
(iii) 5 days after receipt of the
Attorney General’s report on the
competitive factors involved in the
proposed transaction; or
(iv) For an interstate merger
transaction subject to the provisions of
section 44 of the FDI Act (12 U.S.C.
1831u), 5 days after the FDIC receives
confirmation from the host state (as
defined in § 303.41(e)) that the applicant
has both complied with the filing
requirements of the host state and
submitted a copy of the FDIC merger
application to the host state’s bank
supervisor.
(3) Notwithstanding paragraph (a)(1)
of this section, if the FDIC does not act
within the expedited processing period,
it does not constitute an automatic or
default approval.
(4) Criteria. The FDIC will process an
application using expedited procedures
if:
(i) Immediately following the merger
transaction, the resulting institution will
be ‘‘well-capitalized’’ pursuant to
subpart B of part 325 of this chapter (12
CFR part 325); and
ction, if the FDIC does not act
within the expedited processing period,
it does not constitute an automatic or
default approval.
(4) Criteria. The FDIC will process an
application using expedited procedures
if:
(i) Immediately following the merger
transaction, the resulting institution will
be ‘‘well-capitalized’’ pursuant to
subpart B of part 325 of this chapter (12
CFR part 325); and
(ii)(A) All parties to the merger
transaction are eligible depository
institutions as defined in § 303.2(r); or
(B) The acquiring party is an eligible
depository institution as defined in
§ 303.2(r) and the amount of the total
assets to be transferred does not exceed
an amount equal to 10 percent of the
acquiring institution’s total assets as
reported in its report of condition for
the quarter immediately preceding the
filing of the merger application.
(b) Standard processing. For those
applications not processed pursuant to
the expedited procedures, the FDIC will
provide the applicant with written
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notification of the final action taken by
the FDIC on the application when the
decision is rendered.
§ 303.65
Public notice requirements.
(a) General. Except as provided in
paragraph (b) of this section, an
applicant for approval of a merger
transaction must publish notice of the
proposed transaction on at least three
occasions at approximately equal
intervals in a newspaper of general
circulation in the community or
communities where the main offices of
the merging institutions are located or,
if there is no such newspaper in the
community, then in the newspaper of
general circulation published nearest
thereto.
f a merger
transaction must publish notice of the
proposed transaction on at least three
occasions at approximately equal
intervals in a newspaper of general
circulation in the community or
communities where the main offices of
the merging institutions are located or,
if there is no such newspaper in the
community, then in the newspaper of
general circulation published nearest
thereto.
(1) First publication. The first
publication of the notice should be as
close as practicable to the date on which
the application is filed with the FDIC,
but no more than 5 days prior to the
filing date.
(2) Last publication. The last
publication of the notice shall be on the
25th day after the first publication or, if
the newspaper does not publish on the
25th day, on the newspaper’s
publication date that is closest to the
25th day.
(b) Exceptions—(1) Emergency
requiring expeditious action. If the FDIC
determines that an emergency exists
requiring expeditious action, notice
shall be published twice. The first
notice shall be published as soon as
possible after the FDIC notifies the
applicant of such determination. The
second notice shall be published on the
7th day after the first publication or, if
the newspaper does not publish on the
7th day, on the newspaper’s publication
date that is closest to the 7th day.
(2) Probable failure. If the FDIC
determines that it must act immediately
to prevent the probable failure of one of
the institutions involved in a proposed
merger transaction, publication is not
required.
shall be published on the
7th day after the first publication or, if
the newspaper does not publish on the
7th day, on the newspaper’s publication
date that is closest to the 7th day.
(2) Probable failure. If the FDIC
determines that it must act immediately
to prevent the probable failure of one of
the institutions involved in a proposed
merger transaction, publication is not
required.
(c) Content of notice—(1) General.
The notice shall conform to the public
notice requirements set forth in § 303.7.
(2) Branches. If it is contemplated that
the resulting institution will operate
offices of the other institution(s) as
branches, the following statement shall
be included in the notice required in
§ 303.7(b):
It is contemplated that all offices of the
above-named institutions will continue to be
operated (with the exception of [insert
identity and location of each office that will
not be operated]).
(3) Emergency requiring expeditious
action. If the FDIC determines that an
emergency exists requiring expeditious
action, the notice shall specify as the
closing date of the public comment
period the date that is the 10th day after
the date of the first publication.
(d) Public comments. Comments must
be received by the appropriate FDIC
office within 30 days after the first
publication of the notice, unless the
comment period has been extended or
reopened in accordance with
§ 303.9(b)(2). If the FDIC has determined
that an emergency exists requiring
expeditious action, comments must be
received by the appropriate FDIC office
within 10 days after the first
publication.
§§ 303.66—303.79
[Reserved]
Subpart E—Change in Bank Control
§ 303.80
Scope.
This subpart sets forth the procedures
for submitting a notice to acquire
control of an insured state nonmember
bank pursuant to the Change in Bank
Control Act of 1978, section 7(j) of the
FDI Act (12 U.S.C. 1817(j)).
§ 303.81
Definitions.
For purposes of this subpart:
within 10 days after the first
publication.
§§ 303.66—303.79
[Reserved]
Subpart E—Change in Bank Control
§ 303.80
Scope.
This subpart sets forth the procedures
for submitting a notice to acquire
control of an insured state nonmember
bank pursuant to the Change in Bank
Control Act of 1978, section 7(j) of the
FDI Act (12 U.S.C. 1817(j)).
§ 303.81
Definitions.
For purposes of this subpart:
(a) Acquisition means a purchase,
assignment, transfer, pledge or other
disposition of voting shares, or an
increase in percentage ownership of an
insured state nonmember bank resulting
from a redemption of voting shares.
(b) Acting in concert means knowing
participation in a joint activity or
parallel action towards a common goal
of acquiring control of an insured state
nonmember bank, whether or not
pursuant to an express agreement.
(c) Control means the power, directly
or indirectly, to direct the management
or policies of an insured bank or to vote
25 percent or more of any class of voting
shares of an insured bank.
(d) Person means an individual,
corporation, partnership, trust,
association, joint venture, pool,
syndicate, sole proprietorship,
unincorporated organization, and any
other form of entity; and a voting trust,
voting agreement, and any group of
persons acting in concert.
§ 303.82
Transactions requiring prior
notice.
(a) Prior notice requirement. Any
person acting directly or indirectly, or
through or in concert with one or more
persons, shall give the FDIC 60 days
prior written notice, as specified in
§ 303.84, before acquiring control of an
insured state nonmember bank, unless
the acquisition is exempt under
§ 303.83.
oup of
persons acting in concert.
§ 303.82
Transactions requiring prior
notice.
(a) Prior notice requirement. Any
person acting directly or indirectly, or
through or in concert with one or more
persons, shall give the FDIC 60 days
prior written notice, as specified in
§ 303.84, before acquiring control of an
insured state nonmember bank, unless
the acquisition is exempt under
§ 303.83.
(b) Acquisitions requiring prior
notice—(1) Acquisition of control. The
acquisition of control, unless exempted,
requires prior notice to the FDIC.
(2) Rebuttable presumption of control.
The FDIC presumes that an acquisition
of voting shares of an insured state
nonmember bank constitutes the
acquisition of the power to direct the
management or policies of an insured
bank requiring prior notice to the FDIC,
if, immediately after the transaction, the
acquiring person (or persons acting in
concert) will own, control, or hold with
power to vote 10 percent or more of any
class of voting shares of the institution,
and if:
(i) The institution has registered
shares under section 12 of the Securities
Exchange Act of 1934 (15 U.S.C. 78l); or
(ii) No other person will own, control
or hold the power to vote a greater
percentage of that class of voting shares
immediately after the transaction. If two
or more persons, not acting in concert,
each propose to acquire simultaneously
equal percentages of 10 percent or more
of a class of voting shares of an insured
state nonmember bank, each such
person shall file prior notice with the
FDIC.
(c) Acquisitions of loans in default.
The FDIC presumes an acquisition of a
loan in default that is secured by voting
shares of an insured state nonmember
bank to be an acquisition of the
underlying shares for purposes of this
section.
(d) Other transactions. Transactions
other than those set forth in paragraph
ate nonmember bank, each such
person shall file prior notice with the
FDIC.
(c) Acquisitions of loans in default.
The FDIC presumes an acquisition of a
loan in default that is secured by voting
shares of an insured state nonmember
bank to be an acquisition of the
underlying shares for purposes of this
section.
(d) Other transactions. Transactions
other than those set forth in paragraph
(b)(2) of this section resulting in a
person’s control of less than 25 percent
of a class of voting shares of an insured
state nonmember bank are not deemed
by the FDIC to constitute control for
purposes of the Change in Bank Control
Act (12 U.S.C. 1817j).
(e) Rebuttal of presumptions. Prior
notice to the FDIC is not required for
any acquisition of voting shares under
the presumption of control set forth in
this section, if the FDIC finds that the
acquisition will not result in control.
The FDIC will afford any person seeking
to rebut a presumption in this section an
opportunity to present views in writing
or, if appropriate, orally before its
designated representatives at an
informal meeting.
§ 303.83
Transactions not requiring prior
notice.
(a) Exempt transactions. The
following transactions do not require
notice to the FDIC under this subpart:
(1) The acquisition of additional
voting shares of an insured state
nonmember bank by a person who:
(i) Held the power to vote 25 percent
or more of any class of voting shares of
that institution continuously since
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March 9, 1979, or since that institution
commenced business, whichever is
later; or
er to vote 25 percent
or more of any class of voting shares of
that institution continuously since
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March 9, 1979, or since that institution
commenced business, whichever is
later; or
(ii) Is presumed, under § 303.82(b)(2),
to have controlled the institution
continuously since March 9, 1979, if the
aggregate amount of voting shares held
does not exceed 25 percent or more of
any class of voting shares of the
institution or, in other cases, where the
FDIC determines that the person has
controlled the bank continuously since
March 9, 1979;
(2) The acquisition of additional
shares of a class of voting shares of an
insured state nonmember bank by any
person (or persons acting in concert)
who has lawfully acquired and
maintained control of the institution (for
purposes of § 303.82) after complying
with the procedures of the Change in
Bank Control Act to acquire voting
shares of the institution under this
subpart;
(3) Acquisitions of voting shares
subject to approval under section 3 of
the Bank Holding Company Act (12
U.S.C. 1842(a)), section 18(c) of the FDI
Act (12 U.S.C. 1828(c)), or section 10 of
the Home Owners’ Loan Act (12 U.S.C.
1467a);
(4) Transactions exempt under the
Bank Holding Company Act:
foreclosures by institutional lenders,
fiduciary acquisitions by banks, and
increases of majority holdings by bank
holding companies described in
sections 2(a)(5), 3(a)(A), or 3(a)(B)
respectively of the Bank Holding
Company Act (12 U.S.C. 1841(a)(5),
1842(a)(A), and 1842(a)(B));
(5) A customary one-time proxy
solicitation;
(6) The receipt of voting shares of an
insured state nonmember bank through
a pro rata stock dividend; and
iary acquisitions by banks, and
increases of majority holdings by bank
holding companies described in
sections 2(a)(5), 3(a)(A), or 3(a)(B)
respectively of the Bank Holding
Company Act (12 U.S.C. 1841(a)(5),
1842(a)(A), and 1842(a)(B));
(5) A customary one-time proxy
solicitation;
(6) The receipt of voting shares of an
insured state nonmember bank through
a pro rata stock dividend; and
(7) The acquisition of voting shares in
a foreign bank, which has an insured
branch or branches in the United States.
(This exemption does not extend to the
reports and information required under
paragraphs 9, 10, and 12 of the Change
in Bank Control Act of 1978 (12 U.S.C.
1817(j) (9), (10), and (12)).
(b) Prior notice exemption. (1) The
following acquisitions of voting shares
of an insured state nonmember bank,
which otherwise would require prior
notice under this subpart, are not
subject to the prior notice requirements
if the acquiring person notifies the
appropriate FDIC office within 90
calendar days after the acquisition and
provides any relevant information
requested by the FDIC.
(i) The acquisition of voting shares
through inheritance;
(ii) The acquisition of voting shares as
a bona fide gift; or
(iii) The acquisition of voting shares
in satisfaction of a debt previously
contracted in good faith, except that the
acquiror of a defaulted loan secured by
a controlling amount of a state
nonmember bank’s voting securities
shall file a notice before the loan is
acquired.
(2) The following acquisitions of
voting shares of an insured state
nonmember bank, which otherwise
would require prior notice under this
subpart, are not subject to the prior
notice requirements if the acquiring
person notifies the appropriate FDIC
office within 90 calendar days after
receiving notice of the acquisition and
provides any relevant information
requested by the FDIC.
red.
(2) The following acquisitions of
voting shares of an insured state
nonmember bank, which otherwise
would require prior notice under this
subpart, are not subject to the prior
notice requirements if the acquiring
person notifies the appropriate FDIC
office within 90 calendar days after
receiving notice of the acquisition and
provides any relevant information
requested by the FDIC.
(i) A percentage increase in
ownership of voting shares resulting
from a redemption of voting shares by
the issuing bank; or
(ii) The sale of shares by any
shareholder that is not within the
control of a person resulting in that
person becoming the largest
shareholder.
(3) Nothing in paragraph (b)(1) of this
section limits the authority of the FDIC
to disapprove a notice pursuant to
§ 303.85(c).
§ 303.84
Filing procedures.
(a) Filing notice. (1) A notice required
under this subpart shall be filed with
the appropriate FDIC office and shall
contain all the information required by
paragraph 6 of the Change in Bank
Control Act, section 7 (j) of the FDI Act,
(12 U.S.C. 1817(j)(6)), or prescribed in
the designated interagency form which
may be obtained from any FDIC regional
director.
(2) The FDIC may waive any of the
informational requirements of the notice
if the FDIC determines that it is in the
public interest.
(3) A notificant shall notify the
appropriate FDIC office immediately of
any material changes in a notice
submitted to the FDIC, including
changes in financial or other conditions.
(4) When the acquiring person is an
individual, or group of individuals
acting in concert, the requirement to
provide personal financial data may be
satisfied by a current statement of assets
and liabilities and an income summary,
as required in the designated
interagency form, together with a
statement of any material changes since
the date of the statement or summary.
The FDIC may require additional
information if appropriate.
ual, or group of individuals
acting in concert, the requirement to
provide personal financial data may be
satisfied by a current statement of assets
and liabilities and an income summary,
as required in the designated
interagency form, together with a
statement of any material changes since
the date of the statement or summary.
The FDIC may require additional
information if appropriate.
(b) Other laws. Nothing in this subpart
shall affect any obligation which the
acquiring person(s) may have to comply
with the federal securities laws or other
laws.
§ 303.85
Processing.
(a) Acceptance of notice. The 60-day
notice period specified in § 303.82 shall
commence on the date of receipt of a
substantially complete notice. The FDIC
shall notify the person or persons
submitting a notice under this subpart
in writing of the date the notice is
accepted for processing. The FDIC may
request additional information at any
time.
(b) Time period for FDIC action;
consummation of acquisition. (1) The
notificant(s) may consummate the
proposed acquisition 60 days after
submission to the appropriate FDIC
office of a substantially complete notice
under paragraph (a) of this section,
unless within that period the FDIC
disapproves the proposed acquisition or
extends the 60-day period.
(2) The notificant(s) may consummate
the proposed transaction before the
expiration of the 60-day period if the
FDIC notifies the notificant(s) in writing
of its intention not to disapprove the
acquisition.
(c) Disapproval of acquisition of
control. Subpart D of 12 CFR part 308
sets forth the rules of practice and
procedure for a notice of disapproval.
§ 303.86
Public notice requirements.
2) The notificant(s) may consummate
the proposed transaction before the
expiration of the 60-day period if the
FDIC notifies the notificant(s) in writing
of its intention not to disapprove the
acquisition.
(c) Disapproval of acquisition of
control. Subpart D of 12 CFR part 308
sets forth the rules of practice and
procedure for a notice of disapproval.
§ 303.86
Public notice requirements.
(a) Publication—(1) Newspaper
announcement. Any person(s) filing a
notice under this subpart shall publish
an announcement soliciting public
comment on the proposed acquisition.
The announcement shall be published
in a newspaper of general circulation in
the community in which the home
office of the state nonmember bank to be
acquired is located. The announcement
shall be published as close as is
practicable to the date the notice is filed
with the appropriate FDIC office, but in
no event more than 10 calendar days
before or after the filing date.
(2) Contents of newspaper
announcement. The newspaper
announcement shall conform to the
public notice requirements set forth in
§ 303.7.
(b) Delay of publication

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/FDIC_FIL02146. Check the current official text before relying on it. Not legal advice.