National Bank Chartering

DEPARTMENT OF THE TREASURY Office of the Comptroller of the Currency 12 CFR Part 5 [Docket ID OCC-2025-0768] RIN 1557-AF47 National Bank Chartering AGENCY:

Office of the Comptroller of the Currency, Treasury.

ACTION:

Notice of proposed rulemaking.

SUMMARY:

The Office of the Comptroller of the Currency (OCC) is proposing to amend its rule related to chartering of national banks to clarify the longstanding authority of national banks limited to the operations of trust companies and activities related thereto to engage in non-fiduciary activities in addition to their fiduciary activities.

DATES:

Comments must be received on or before February 11, 2026.

ADDRESSES:

Commenters are encouraged to submit comments through the Federal eRulemaking Portal. Please use the title “National Bank Chartering” to facilitate the organization and distribution of the comments. You may submit comments by any of the following methods:

• Federal eRulemaking Portal—Regulations.gov:

Go to https://regulations.gov/. Enter Docket ID “OCC-2025-0768” in the Search Box and click “Search.” Public comments can be submitted via the “Comment” box below the displayed document information or by clicking on the document title and then clicking the “Comment” box on the top-left side of the screen. For help with submitting effective comments, please click on “Commenter's Checklist.” For assistance with the Regulations.gov site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email regulationshelpdesk@gsa.gov.

• Mail: Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219.

• Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218, Washington, DC 20219.

Instructions: You must include “OCC” as the agency name and Docket ID “OCC-2025-0174” in your comment

.-5 p.m. EST, or email regulationshelpdesk@gsa.gov.

• Mail: Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219.

• Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218, Washington, DC 20219.

Instructions: You must include “OCC” as the agency name and Docket ID “OCC-2025-0174” in your comment. In general, the OCC will enter all comments received into the docket and publish the comments on the Regulations.gov website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. Do not include any information in your comment or supporting materials that you consider confidential or inappropriate for public disclosure.

You may review comments and other related materials that pertain to this action by the following method:

• Viewing Comments Electronically—Regulations.gov:

Go to https://regulations.gov/. Enter Docket ID “OCC-2025-0768” in the Search Box and click “Search.” Click on the “Dockets” tab and then the document's title. After clicking the document's title, click the “Browse All Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Comments Results” options on the left side of the screen. Supporting materials can be viewed by clicking on the “Browse Documents” tab. Click on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen checking the “Supporting & Related Material” checkbox. For assistance with the Regulations.gov site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email regulationshelpdesk@gsa.gov

ials can be viewed by clicking on the “Browse Documents” tab. Click on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen checking the “Supporting & Related Material” checkbox. For assistance with the Regulations.gov site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email regulationshelpdesk@gsa.gov.

The docket may be viewed after the close of the comment period in the same manner as during the comment period.

FOR FURTHER INFORMATION CONTACT:

Christopher Crawford, Acting Assistant Director; Marjorie Dieter, Counsel, Chief Counsel's Office, 202-649-5490, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. If you are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services.

SUPPLEMENTARY INFORMATION:

I. Description of the Proposed Rule

The OCC charters national banks under the authority of the National Bank Act, 12 U.S.C. 1 et seq. The National Bank Act “constitut[es] by itself a complete system for the establishment and government of national banks.” 1 Congress's grant of authority to the OCC with regard to the establishment of national banks under the National Bank Act culminates in the OCC's issuance of formal certificates authorizing national banks to conduct business, which are generally referred as charters. 2 In 1978, Congress amended the National Bank Act to expressly provide: “A National Bank Association, to which the Comptroller of the Currency has heretofore issued or hereafter issues such [charter] certificate, is not illegally constituted solely because its operations are or have been required by the Comptroller of the Currency to be limited to those of a trust company and activities related thereto.” 3

1 Cook Cnty. Nat'l Bank v. United States, 107 U.S. 445, 448 (1883).

2 See 12 U.S.C. 27.

3 Financial Institutions Regulatory and Interest Rate Control Act of 1978, Sec

nk may exist with respect to activities other than fiduciary activities, provided the activities in question are within the business of banking.” 5 This proposal included only the sentence: “The bank may be a special purpose bank that limits its activities to fiduciary activities or to any other activities within the business of banking.” 6

5 68 FR 6363, 6370-71 (Feb. 7, 2003).

6 68 FR at 6373.

Commenters were concerned that the reference to the business of banking in the proposed rule was “too broad.” 7 In response to this concern, the final rule added another sentence to § 5.20(e)(1)(i): “A special purpose bank that conducts activities other than fiduciary activities must conduct at least one of the following three core banking functions: Receiving deposits; paying checks; or lending money.” The OCC did so “to provide further clarification of the scope of activities permissible for a limited purpose national bank, and . . . . amended this provision to require limited purpose national banks to conduct at least one of the following core banking functions: (1) Receiving deposits; (2) paying checks; or (3) lending money. These functions are based on 12 U.S.C. 36, which identifies activities that cause a facility to be considered a bank branch.” 8 The operations of a national trust bank typically include performing fiduciary activities under the authority of 12 U.S.C. 92a, 9 a separate source of authority from those activities within the business of banking under 12 U.S.C. 24(Seventh). 10

7 68 FR 70122, 70126 (Dec. 17, 2003).

8 68 FR at 70126.

9 See OCC Interpretive Letter No. 1170 (July 22, 2020); OCC Interpretive Letter No. 1078 (Apr. 19, 2007); OCC Interpretive Letter No. 1176 (Jan. 11, 2021).

10 Compare 12 U.S.C. 24(Seventh) with 12 U.S.C. 92a.

The OCC's addition of language to § 5.20(e)(1)(i) was to address special purpose banks engaging in only activities within the business of banking

26 (Dec. 17, 2003).

8 68 FR at 70126.

9 See OCC Interpretive Letter No. 1170 (July 22, 2020); OCC Interpretive Letter No. 1078 (Apr. 19, 2007); OCC Interpretive Letter No. 1176 (Jan. 11, 2021).

10 Compare 12 U.S.C. 24(Seventh) with 12 U.S.C. 92a.

The OCC's addition of language to § 5.20(e)(1)(i) was to address special purpose banks engaging in only activities within the business of banking. As noted in the preamble to the 2003 final rule, “The purpose of this proposed change was to clarify that a limited purpose national bank may exist with respect to activities other than fiduciary activities, provided the activities in question are part of the business of banking.” 11 In other words, the language in amended § 5.20(e)(1)(i) referencing a “bank that conducts activities other than fiduciary activities” was intended to clarify that the provision did not address national trust banks; the provision addressed special purpose banks that would engage in activities other than those of a trust company. The language was not intended, and has never been interpreted by the OCC, to circumscribe national trust bank activities, i.e., to prohibit a national trust bank from engaging in non-fiduciary activities. The authority to charter national trust banks under 12 U.S.C. 27(a) is clear on its face.

11 68 FR at 70126.

Nonetheless, the OCC believes that the language added in 2003 has the potential to raise confusion about the scope of the OCC's chartering authority under 12 U.S.C. 27(a) and the activities of national trust banks. Because the language does not explicitly exclude all national trust bank activities (just fiduciary activities), it could be mistakenly read to also impose limits on the activities of national trust banks that are different than those articulated in the last sentence of section 27(a). Such a reading would conflict with the intent of the regulatory text added in 2003, which did not intend to circumscribe the OCC's authority to charter national trust banks

his proposed rule and determined that it does not create any information collection or revise any existing collection of information. Accordingly, no PRA submissions to OMB will be made with respect to this proposed rule.

19 44 U.S.C. 3501-3521.

Regulatory Flexibility Act

The Regulatory Flexibility Act 20 (RFA) requires an agency to consider the impact of its proposed rules on small entities. In connection with a proposed rule, the RFA generally requires an agency to prepare an Initial Regulatory Flexibility Analysis (IRFA) describing the impact of the rule on small entities, unless the head of the agency certifies that the proposed rule will not have a significant economic impact on a substantial number of small entities and publishes such certification along with a statement providing the factual basis for such certification in the Federal Register . An IRFA must contain: (1) a description of the reasons why action by the agency is being considered; (2) a succinct statement of the objectives of, and legal basis for, the proposed rule; (3) a description of and, where feasible, an estimate of the number of small entities to which the proposed rule will apply; (4) a description of the projected reporting, recordkeeping, and other compliance requirements of the proposed rule, including an estimate of the classes of small entities that will be subject to the requirements and the type of professional skills necessary for preparation of the report or record; (5) an identification, to the extent practicable, of all relevant Federal rules that may duplicate, overlap with, or conflict with the proposed rule; and (6) a description of any significant alternatives to the proposed rule that accomplish its stated objectives.

20 Id.

The OCC currently supervises 1,003 institutions (commercial banks, trust companies, Federal savings associations, and branches or agencies of foreign banks), 21 of which approximately 609 are small entities under the RFA

ate, overlap with, or conflict with the proposed rule; and (6) a description of any significant alternatives to the proposed rule that accomplish its stated objectives.

20 Id.

The OCC currently supervises 1,003 institutions (commercial banks, trust companies, Federal savings associations, and branches or agencies of foreign banks), 21 of which approximately 609 are small entities under the RFA. 22

21 Based on data accessed using the OCC's Financial Institutions Data Retrieval System on December 18, 2025.

22 The OCC bases its estimate of the number of small entities on the Small Business Administration's size thresholds for commercial banks and savings institutions, and trust companies, which are $850 million and $47 million, respectively. Consistent with the General Principles of Affiliation, 13 CFR 121.103(a), the OCC counted the assets of affiliated financial institutions when determining if it should classify an OCC-supervised institution as a small entity. The OCC used average quarterly assets in December 31, 2024 to determine size because a “financial institution's assets are determined by averaging the assets reported on its four quarterly financial statements for the preceding year.” See footnote 8 of the U.S. Small Business Administration's Table of Size Standards.

In general, the OCC classifies the economic impact on an individual small entity as significant if the total estimated impact in one year is greater than 5 percent of the small entity's total annual salaries and benefits or greater than 2.5 percent of the small entity's total non-interest expense. Furthermore, the OCC considers 5 percent or more of OCC-supervised small entities to be a substantial number, and at present, 30 OCC-supervised small entities would constitute a substantial number. This proposed rulemaking would impose no new mandates, and thus no direct costs, on affected OCC-supervised institutions

nguage, that shall be posted on the internet website www.regulations.gov.

The Office of the Comptroller of the Currency proposes to amend its rule related to chartering of national banks to clarify the longstanding authority of national banks limited to the operations of trust companies and activities related thereto to engage in non-fiduciary activities in addition to their fiduciary activities.

The proposal and the required summary can be found at https://www.regulations.gov by searching for Docket ID OCC-2025-0768 and https://occ.gov/topics/laws-and-regulations/occ-regulations/proposed-issuances/index-proposed-issuances.html.

Executive Order 12866

Executive Order 12866, titled “Regulatory Planning and Review,” as amended, requires the Office of Information and Regulatory Affairs (OIRA), Office of Management and Budget to determine whether a

OMB has determined that this proposed rule is not a “significant regulatory action” as defined in section 3(f) of Executive Order 12866.

Executive Order 14192

Executive Order 14192, titled “Unleashing Prosperity Through Deregulation,” requires that an agency, unless prohibited by law, identify at least 10 existing regulations to be repealed when the agency publicly proposes for notice and comment or otherwise promulgates a new regulation with total costs greater than zero. Executive Order 14192 further requires that new incremental costs associated with new regulations shall, to the extent permitted by law, be offset by the elimination of existing costs associated with at least ten prior regulations. This rule is not an Executive Order 14192 regulatory action because this rule is not significant under Executive Order 12866.

List of Subjects in 12 CFR Part 5

Administrative practice and procedure, National banks, Reporting and recordkeeping requirements, Savings associations, Securities.

Authority and Issuance

For the reasons set forth in the preamble, and under the authority of 12 U.S.C