PART 11—SECURITIES EXCHANGE ACT DISCLOSURE RULES Authority: 12 U.S.C. 93a, 1462a, 1463, 1464 and 5412(b)(2)(B); 15 U.S.C. 78j-1(m), 78m, 78n, 78p, 78w, 78l, 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265. Source: 57 FR 46084, Oct. 7, 1992; 57 FR 54499, Nov. 19, 1992, unless otherwise noted. § 11.1 Authority. The Office of the Comptroller of the Currency (OCC) is vested with the powers, functions, and duties otherwise vested in the Securities and Exchange Commission (SEC) to administer and enforce the provisions of sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the Securities Exchange Act of 1934, as amended (Exchange Act) (15 U.S.C. 78j-1(m), 78l, 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p), and sections 302, 303, 304, 306, 401(b), 404, 406, and 407 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), as amended (15 U.S.C. 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265), for national banks and Federal savings associations with one or more classes of securities subject to the registration provisions of sections 12(b) and (g) of the Exchange Act (registered national banks or registered Federal savings associations). Further, the OCC has general rulemaking authority under 12 U.S.C. 93a, 1462a, 1463, and 1464, to promulgate rules and regulations concerning the activities of national banks and Federal savings associations. [82 FR 8105, Jan. 23, 2017] § 11.2 Reporting requirements for registered national banks and Federal savings associations. (a) Filing, disclosure and other requirements General. (i) Sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the Exchange Act (15 U.S.C. 78j-1(m), 78l, 78m, 78n(a), (c), (d) and (f), and 78p); and (ii) Sections 302, 303, 304, 306, 401(b), 404, 406, and 407 of the Sarbanes-Oxley Act (codified at 15 U.S.C. 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265). (2) [Reserved] (b) References to the Securities Exchange Commission, SEC, or Commission. (c) References to registration requirements. (d) Emerging growth company eligibility General. (2) Opt-in right. (3) Exclusions. (i) The first sale of its common equity securities pursuant to an effective registration statement or offering circular occurred on or before December 8, 2011; or (ii) It has reached the last day of its fiscal year following the fifth anniversary of the date of the first sale of its common equity securities pursuant to an effective registration statement or offering circular. [82 FR 8105, Jan. 23, 2017] § 11.3 Filing requirements and inspection of documents. (a) Filing requirements In general. http://www.banknet.gov/. (ii) Electronic filing exception. www.occ.gov. (2) Statements filed pursuant to section 16(a) of the 1934 Act. (3) Date of filing General. (ii) Beneficial ownership filings. (iii) Adjustment of filing date. (b) Copies of registration statements, definitive proxy solicitation materials, reports, and annual reports to shareholders required by this part (exclusive of exhibits) are available from the Disclosure Officer, Communications Division, Office of the Comptroller of the Currency, at the address listed on www.occ.gov. [60 FR 57332, Nov. 15, 1995, as amended at 68 FR 54984, Sept. 22, 2003; 70 FR 46404, Aug. 10, 2005; 79 FR 15641, Mar. 21, 2014; 82 FR 8106, Jan. 23, 2017; 85 FR 42640, July 14, 2020] § 11.4 Filing fees. (a) The OCC may require filing fees to accompany certain filings made under this part before it will accept the filing. The OCC provides an applicable fee schedule for such filings in the “Notice of Comptroller of the Currency Fees” described in 12 CFR 8.8. (b) Fees must be paid by check payable to the Comptroller of the Currency or by other means acceptable to the OCC. [57 FR 46084, Oct. 7, 1992; 57 FR 54499, Nov. 19, 1992, as amended at 60 FR 57332, Nov. 15, 1995; 82 FR 8106, Jan. 23, 2017]