# 12 CFR § 239.3: Mutual holding company reorganizations

> Federal · Regulations · In force

URL: https://www.frixlaw.com/law-library/statutes/ecfr-12-239.3

## Section

- **Citation:** 12 CFR § 239.3
- **Heading:** Mutual holding company reorganizations
- **Jurisdiction:** Federal
- **Kind:** Regulations
- **Status:** In force
- **Text as of:** September 22, 2026
- **Source:** Publisher's official text
- **Location:** Title 12—Banks and Banking > CHAPTER II—FEDERAL RESERVE SYSTEM > SUBCHAPTER A—BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM > PART 239—MUTUAL HOLDING COMPANIES (REGULATION MM) > Subpart B—Mutual Holding Companies

## Text

(a) A mutual savings association may not reorganize to become a mutual holding company, or join in a mutual holding company reorganization as an acquiree association, unless it satisfies the following conditions:
(1) A Reorganization Plan is approved by a majority of the board of directors of the reorganizing association and any acquiree association;
(2) A Reorganization Notice is filed with the Board pursuant to § 238.14 of this chapter;
(3) The Reorganization Plan is submitted to the members of the reorganizing association and any acquiree association pursuant and is approved by a majority of the total votes of the members of each association eligible to be cast at a meeting held at the call of each association's directors in accordance with the procedures prescribed by each association's charter and bylaws; and
(4) All necessary regulatory approvals have been obtained and all conditions imposed by the Board have been satisfied.
(b) Upon receipt of an application under this section, the Reserve Bank will promptly furnish notice and a copy of the Reorganization Plan to the primary federal supervisor of any savings association involved in the transaction. The primary supervisor will have 30 calendar days from the date of the letter giving notice in which to submit its views and recommendations to the Board.

## Nearby sections

- [12 CFR § 239.1 § 239.1 Authority, purpose, and scope.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.1.md)
- [12 CFR § 239.2 § 239.2 Definitions.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.2.md)
- [12 CFR § 239.3 § 239.3 Mutual holding company reorganizations.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.3.md)
- [12 CFR § 239.4 § 239.4 Grounds for disapproval of reorganizations.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.4.md)
- [12 CFR § 239.5 § 239.5 Membership rights.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.5.md)
- [12 CFR § 239.6 § 239.6 Contents of Reorganization Plans.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.6.md)
- [12 CFR § 239.7 § 239.7 Acquisition and disposition of savings associations, savings and loan holding companies, and other corporations by mutual holding companies.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.7.md)
- [12 CFR § 239.8 § 239.8 Operating restrictions.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.8.md)
- [12 CFR § 239.9 § 239.9 Conversion or liquidation of mutual holding companies.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.9.md)
- [12 CFR § 239.10 § 239.10 Procedural requirements.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.10.md)
- [12 CFR § 239.11 § 239.11 Subsidiary holding companies.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.11.md)
- [12 CFR § 239.12 § 239.12 Communication between members of a mutual holding company.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.12.md)
- [12 CFR § 239.13 § 239.13 Charters.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.13.md)
- [12 CFR § 239.14 § 239.14 Charter amendments.](https://www.frixlaw.com/law-library/statutes/ecfr-12-239.14.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/ecfr-12-239.3. Check the current official text before relying on it. Not legal advice.