12 CFR Part 303 — Filing Procedures

PART 303—FILING PROCEDURES Authority: 12 U.S.C. 378, 1464, 1813, 1815, 1817, 1818, 1819(a) (Seventh and Tenth), 1820, 1823, 1828, 1829, 1831a, 1831e, 1831 o, Source: 67 FR 79247, Dec. 27, 2002, unless otherwise noted. § 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 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. Except as modified or otherwise defined in this part, terms used in this part that are defined in the Federal Deposit Insurance Act (12 U.S.C. 1811 et seq. (a) Act FDI Act et seq. (b) Adjusted part 324 total assets (c) Adverse comment (d) Amended order to pay (e) Applicant (f) Application (g) Appropriate FDIC region appropriate regional director (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. (h) Associate director (i) Book capital (j) Comment (k) Corporation FDIC (l) CRA protest et seq. (m) Deputy director (n) Deputy regional director (o) Appropriate FDIC office (p) DSC (q) Director (r) Eligible depository institution (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 (t) General Counsel (u) Insider (v) Institution-affiliated party (w) Notice (x) Notice to primary regulator (y) Regional counsel (z) Regional director (aa) [Reserved] (bb) 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 (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. (cc) Tier 1 capital (dd) Total assets (ee) FDIC-supervised institution [67 FR 79247, Dec. 27, 2002, as amended at 68 FR 50459, Aug. 21, 2003; 78 FR 55470, Sept. 10, 2013; 83 FR 17739, Apr. 24, 2018; 85 FR 3243, Jan. 21, 2020; 85 FR 72555, Nov. 13, 2020] § 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, and except as otherwise specifically provided, 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. [67 FR 79247, Dec. 27, 2002, as amended at 68 FR 50459, Aug. 21, 2003] § 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. (b) Confirmation of publication. (c) Content of notice. (i) In the case of an application for deposit insurance for a de novo (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 of this part; 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. (d) Multiple transactions. (e) Joint public notices. (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. [67 FR 79247, Dec. 27, 2002, as amended at 86 FR 8097, Feb. 3, 2021; 90 FR 60557, Dec. 29, 2025] § 303.8 Public access to filing. (a) General. Federal Register. (b) Confidential treatment. (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. § 303.9 Comments. (a) Submission of comments. (b) Comment period General. (2) Extension. (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. (4) Applicant response. § 303.10 Hearings and other meetings. (a) Matters covered. (1) Deposit insurance by a proposed new depository institution or operating non-insured institution; (2)(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)); (3) Nullification of a decision on a filing; and (4) Any other purpose or matter which the FDIC Board of Directors in its sole discretion deems appropriate. (b) Hearing requests. (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. (c) Action on a hearing request. (d) Denial of a hearing request. (e) FDIC procedures prior to the hearing Notice of hearing. (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. (g) Transcripts. (h) Conduct of the hearing Presentations. (2) Information submitted. (3) Laws not applicable to hearings. et seq. et seq. (i) Closing the hearing record. (j) Disposition and notice thereof. (k) Computation of time. (l) Informal proceedings. (m) Authority retained by FDIC Board of Directors to modify procedures. [67 FR 79247, Dec. 27, 2002, as amended at 90 FR 60557, Dec. 29, 2025] § 303.11 Decisions. (a) General procedures. (b) Authority retained by FDIC Board of Directors to modify procedures. (c) Expedited processing. (2) Removal of filing from expedited processing. (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 (d) Multiple transactions. (e) Abandonment of filing. (f) Appeals and requests for reconsideration General. (2) Filing procedures. (3) Content of filing. (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)-(5) [Reserved] (6) Processing. (g) Nullification, withdrawal, revocation, amendment, and suspension of decisions on filings Grounds for action. (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. (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. (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. (i) An explanation of why the proposed action or temporary order is not warranted; and (ii)(A) Any other relevant information, mitigation circumstance, documentation, or other evidence in support of the applicant's position. An applicant may also request a hearing under § 303.10. (B) 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 paragraph (g). The FDIC shall consider any such response, if filed in a timely manner, within 30 days of receiving the response. (4) Effective date. [67 FR 79247, Dec. 27, 2002, as amended at 68 FR 50459, Aug. 21, 2003] § 303.12 Waivers. (a) The Board of Directors, of the FDIC (Board) may, for good cause and to the extent permitted by statute, waiver the applicability of any provision of this chapter. (b) The provisions of this chapter may be suspended, revoked, amended or waived for good cause shown, in whole or in part, at any time by the Board, subject to the provisions of the Administrative Procedure Act and the provisions of this chapter. Any provision of the rules may be waived by the Board on its own motion or on petition if good cause thereof is shown. [68 FR 50459, Aug. 21, 2003] § 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. (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., (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 Certain limited liability companies deemed incorporated under State law. (a) For purposes of the definition of “State bank” in 12 U.S.C. 1813(a)(2) and this Chapter, a banking institution that is chartered as a limited liability company (LLC) under the law of any State is deemed to be “incorporated” under the law of the State, if (1) The institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event (including, e.g., the death, disability, bankruptcy, expulsion, or withdrawal of an owner of the institution), other than the passage of time; (2) The exclusive authority to manage the institution is vested in a board of managers or directors that is elected or appointed by the owners, and that operates in substantially the same manner as, and has substantially the same rights, powers, privileges, duties, responsibilities, as a board of directors of a bank chartered as a corporation in the State; (3) Neither State law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and (4) Neither State law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights. (b) For purposes of the Federal Deposit Insurance Act and this chapter: (1) Each of the terms “stockholder” and “shareholder” includes an owner of any interest in a depository institution chartered as an LLC, including a member or participant; (2) The term “director” includes a manager or director of a depository institution chartered as an LLC, or other person who has, with respect to such a depository institution, authority substantially similar to that of a director of a corporation; (3) The term “officer” includes an officer of a depository institution chartered as an LLC, or other person who has, with respect to such a depository institution, authority substantially similar to that of an officer of a corporation; and (4) Each of the terms “voting stock,” “voting shares,” and “voting securities” includes ownership interests in a depository institution chartered as an LLC, as well as any certificates or other evidence of such ownership interests. [68 FR 7308, Feb. 13, 2003, as amended at 86 FR 8097, Feb. 3, 2021] §§ 303.16-303.19 [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 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. Each bank that results from the conversion of a Federal savings association into multiple banks pursuant to section 5(i)(5) of the Home Owners' Loan Act, 12 U.S.C. 1464(i)(5), is treated as a proposed depository institution or a de novo institution, as appropriate, for purposes of this subpart. [67 FR 79247, Dec. 27, 2002, as amended at 73 FR 2145, Jan. 14, 2008] § 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. (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. (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. [67 FR 79247, Dec. 27, 2002, as amended at 68 FR 50459, Aug. 21, 2003] § 303.23 Public notice requirements. (a) De novo institutions and operating noninsured institutions. (b) Exceptions to public notice requirements. § 303.24 Application for deposit insurance for an interim institution. (a) Application required. (b) Content of separate application. (c) Processing. § 303.25 Continuation of deposit insurance upon withdrawing from membership in the Federal Reserve System. (a) Content of application. (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 (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. §§ 303.26-303.39 [Reserved] Subpart C—Establishment and Relocation of Domestic Branches and Offices § 303.40 Scope. (a) General. (b) Merger transaction. (c) Insured branches of foreign banks and foreign branches of domestic banks. (d) Interstate acquisition of individual branch. [67 FR 79247, Dec. 27, 2002, as amended at 90 FR 60557, Dec. 29, 2025] § 303.41 Definitions. For purposes of this subpart: (a) Branch, (1) A messenger service (2) A mobile branch, (3) A temporary branch (4) A seasonal branch (b) Branch relocation (1) Rule of construction. de minimis (i) A de minimis (A) A direct line of sight exists between the two facilities; (B) The facilities share the same parking area; or (C) The facilities are located on contiguous properties or on the same block. (ii) Notice required. de minimis (2) [Reserved] (c) De novo interstate branch (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 (e) Host state (f) Intrastate main office relocation (g) Remote service unit (RSU) [67 FR 79247, Dec. 27, 2002, as amended at 73 FR 35338, June 23, 2008; 73 FR 55432, Sept. 25, 2008; 90 FR 60557, Dec. 29, 2025] § 303.42 Filing procedures. (a) General. (b) Content of filing. (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) When a filing is submitted to relocate the main office of the bank from one State to another, a statement of the bank's intent regarding retention of branches in the State where the main office exists prior to relocation; and (4) With respect to a branch relocation or a main office relocation, confirmation that advance written notice was provided to customers of the branch or main office being relocated. (c) Undercapitalized institutions. (d) Additional information. [67 FR 79247, Dec. 27, 2002, as amended at 85 FR 72555, Nov. 13, 2020; 90 FR 60558, Dec. 29, 2025] § 303.43 Processing. (a) Expedited processing for branch establishments. (1) The third business day after receipt by the FDIC of a letter filing that includes the information set forth in § 303.42; or (2) In the case of a filing to establish and operate a de novo (b) Expedited processing for branch relocations and main office relocations. (c) Standard processing. [90 FR 60558, Dec. 29, 2025] § 303.44 Special provisions. (a) Emergency or disaster events. (2) Within 10 days of the temporary relocation resulting from an emergency or disaster, the bank shall submit a filing 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. (b) Redesignation of main office and existing branch. (c) Expiration of approval. [90 FR 60558, Dec. 29, 2025] § 303.45 Financial education programs that include the provision of bank products and services. No filing or prior approval is required in order for a State nonmember bank to participate in one or more financial education programs that involve receiving deposits, paying withdrawals, or lending money if: (a) Such service or services are provided on school premises, or a facility used by the school; (b) Such service or services are provided at the discretion of the school; (c) The principal purpose of each program is financial education. For example, the principal purpose of a program would be considered to be financial education if the program is designed to teach students the principles of personal financial management, banking operations, or the benefits of saving for the future, and is not designed for the purpose of profit-making; and (d) Each program is conducted in a manner that is consistent with safe and sound banking practices and complies with applicable law. [73 FR 35338, June 23, 2008, as amended at 90 FR 60558, Dec. 29, 2025] §§ 303.47-303.59 [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 (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. (b) Corporate reorganization (c) Interim merger transaction (d) Resulting institution [67 FR 79247, Dec. 27, 2002, as amended at 71 FR 20526, Apr. 21, 2006; 73 FR 2145, Jan. 14, 2008] § 303.62 Transactions requiring prior approval. (a) Merger transactions. (1) Any merger transaction, including any corporate reorganization, interim merger transaction, or optional conversion, in which the resulting institution is to be an FDIC-supervised institution; and (2) Any merger transaction, including any corporate reorganization, or interim merger transaction, that involves an uninsured bank or institution. (b) Related regulations. (1) Interstate merger transactions. (2) Deposit insurance. (3) Branch closings. see (4) Undercapitalized institutions. (5) Certification of assumption of deposit liability. [85 FR 3243, Jan. 21, 2020] § 303.63 Filing procedures. (a) General. (b) Merger transactions. (c) Interim merger transactions. [67 FR 79247, Dec. 27, 2002, as amended at 73 FR 2145, Jan. 14, 2008] § 303.64 Processing. (a) Expedited processing for eligible depository institutions General. (2) Timing. (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) No automatic approval. (4) Criteria. (i) Immediately following the merger transaction, the resulting institution will be “well-capitalized” pursuant to subpart H of part 324 of this chapter (12 CFR part 324), as applicable; 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. (c) Processing for State savings associations. (1) The FDIC shall notify an applicant that is a State savings association in writing of the date the application is deemed substantially complete. The FDIC may request additional information at any time. (2) Notwithstanding this paragraph (c), if the FDIC does not approve or disapprove an application within the 60-day or extended processing period it does not constitute an automatic or default approval. [85 FR 3244, Jan. 21, 2020] § 303.65 Public notice requirements. (a) General. (1) First publication. (2) Last publication. (b) Exceptions Emergency requiring expeditious action. (2) Probable failure. (c) Content of notice General. (2) Branches. 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. (d) Public comments. §§ 303.66-303.79 [Reserved] Subpart E—Change in Bank Control Source: 80 FR 65899, Oct. 28, 2015, unless otherwise noted. § 303.80 Scope. This subpart implements the provisions of the Change in Bank Control Act of 1978, section 7(j) of the FDI Act (12 U.S.C. 1817(j)) (CBCA), and sets forth the filing requirements and processing procedures for a notice of change in control with respect to the acquisition of control of a State nonmember bank, a State savings association, or certain parent companies of either a State nonmember bank or a State savings association. § 303.81 Definitions. For purposes of this subpart: (a) Acting in concert (b) Company et seq. (c) Control (d) Convertible securities (e) Covered institution (f) Immediate family de facto; (g) Person (h) Management official (i)(1) Voting securities (i) To vote for, or to select, directors, trustees, managers of an LLC, partners, or other persons exercising similar functions of the issuing entity; or (ii) To vote on, or to direct, the conduct of the operations or significant policies of the issuing entity. (2) Nonvoting shares: Shares of common or preferred stock, limited partnership shares or interests, membership interests, or similar interests are not “voting securities” if: (i) Any voting rights associated with the shares or interests are limited solely to the type customarily provided by State statute with regard to matters that would significantly and adversely affect the rights or preference of the security or other interest, such as the issuance of additional amounts or classes of senior securities, the modification of the terms of the security or interest, the dissolution of the issuing entity, or the payment of dividends by the issuing entity when preferred dividends are in arrears; (ii) The shares or interests represent an essentially passive investment or financing device and do not otherwise provide the holder with control over the issuing entity; and (iii) The shares or interests do not entitle the holder, by statute, charter, or in any manner, to select, or to vote for the selection of, directors, trustees, managers of an LLC, partners, or persons exercising similar functions of the issuing entity. (3) Class of voting securities: Voting securities issued by a single issuer are deemed to be the same class of voting securities, regardless of differences in dividend rights or liquidation preference, if the securities are voted together as a single class on all matters for which the securities have voting rights other than matters described in paragraph (i)(2)(i) of this section that affect solely the rights or preferences of the securities. § 303.82 Transactions that require prior notice. (a) Prior notice requirement. (2) Except as provided in §§ 303.83 and 303.84, and unless waived by the FDIC, no person who has been approved to acquire control of a covered institution and who has maintained that control shall acquire, directly or indirectly, or through or in concert with one or more persons, voting securities of such covered institution if that person's ownership, control, or power to vote will increase from less than 25 percent to 25 percent or more of any class of voting securities of the covered institution, unless the person shall have given the FDIC prior notice of the proposed acquisition as provided in the CBCA and this subpart, and the FDIC has not disapproved the acquisition within 60 days or such longer period as may be permitted under the CBCA. (b) Rebuttable presumptions Rebuttable presumptions of control. (i) The institution has registered securities 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 securities immediately after the transaction. (2) Rebuttable presumptions of acting in concert. (i) A company and any controlling shareholder or management official of the company; (ii) An individual and one or more members of the individual's immediate family; (iii) Companies under common control or a company and each company it controls; (iv) Two or more persons that have made, or propose to make, a joint filing related to the proposed acquisition under sections 13 or 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78n), and the rules promulgated thereunder by the Securities and Exchange Commission; (v) A person and any trust for which the person serves as trustee or any trust for which the person is a beneficiary; and (vi) Persons that are parties to any agreement, contract, understanding, relationship, or other arrangement, whether written or otherwise, regarding the acquisition, voting, or transfer of control of voting securities of a covered institution, other than through revocable proxies as described in § 303.84(a)(5). (3) Convertible securities, options, and warrants. (4) Rebuttal of presumptions. (c) Acquisition of loans in default. § 303.83 Transactions that require notice, but not prior notice. (a) Notice within 90 days after the acquisition. (1) The acquisition of voting securities as a bona fide gift; (2) The acquisition of voting securities in satisfaction of a debt previously contracted in good faith, except as provided in § 303.82(c); and (3) The acquisition of voting securities through inheritance. (b) Notice within 90 days after receiving notice of the event giving rise to the acquisition of control. (1) The acquisition of control resulting from a redemption of voting securities by the issuing covered institution; and (2) The acquisition of control as a result of any event or action (including without limitation the sale of securities) by any third party that is not within the control of the person acquiring control. (c) The FDIC may disapprove a notice filed after an acquisition of control, and nothing in this section limits the authority of the FDIC to disapprove a notice pursuant to § 303.86(c). (d) The relevant information that the FDIC may require under this section may include all information and documents routinely required for a prior notice as provided in § 303.85. (e) If the FDIC disapproves a Notice filed under this § 303.83, the notificant(s) must divest control of the covered institution which may include, without limitation, disposing of some or all of the voting securities so that the notificant(s) is no longer in control of the covered institution, within such period of time and in the manner that the FDIC may determine. § 303.84 Transactions that do not require notice. (a) Exempt transactions. (1) The acquisition of additional voting securities of a covered institution by a person who: (i) Held the power to vote 25 percent or more of any class of voting securities of the institution continuously since the later of March 9, 1979, or the date that the institution commenced business; or (ii) Is presumed, under § 303.82(b) to have controlled the institution continuously since March 9, 1979, if the aggregate amount of voting securities held does not exceed 25 percent or more of any class of voting securities of the institution or, in other cases, where the FDIC determines that the person has controlled the institution continuously since March 9, 1979; (2) The acquisition of additional voting securities of a covered institution by a person who has lawfully acquired and maintained control of the institution (for purposes of § 303.82) after obtaining the FDIC's non-objection under the CBCA and the FDIC's regulations or the OTS's non-objection under the repealed Change in Savings and Loan Control Act, 12 U.S.C. 1730(q), and the regulations thereunder then in effect, to acquire control of the institution, unless a notice is required for an increase in ownership described in 12 CFR 303.82(a)(2); (3) Acquisitions of voting securities 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) Any transaction described in sections 2(a)(5), 3(a)(A), or 3(a)(B) of the Bank Holding Company Act (12 U.S.C. 1841(a)(5), 1842(a)(A), or 1842(a)(B)) by a person described in those provisions; (5) A customary one-time solicitation of a revocable proxy; (6) The receipt of voting securities of a covered institution through a pro rata stock dividend or stock split if the proportional interests of the recipients remain substantially the same; (7) The acquisition of voting securities in a foreign bank that has an insured branch in the United States. (This exemption does not extend to the reports and information required under paragraphs 9, 10, and 12 of the CBCA (12 U.S.C. 1817(j)(9), (10), and (12)); and (8) The acquisition of voting securities of a depository institution holding company for which the Board of Governors of the Federal Reserve System reviews a notice pursuant to the CBCA (12 U.S.C. 1817(j)). § 303.85 Filing procedures. (a) Filing notice. (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 the information contained 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. (b) Other laws. § 303.86 Processing. (a) Acceptance of notice, additional information. (b) Commencement of the 60-day notice period: consummation of acquisition. (2) The notificant(s) may consummate the proposed transaction before the expiration of the 60-day period, including any extensions, if the FDIC notifies the notificant(s) in writing of its intention not to disapprove the acquisition. (c) Disapproval of acquisition of control. § 303.87 Public notice requirements. (a) Publication Newspaper announcement. (2) Timing of publication. (3) Contents of newspaper announcement. (b) Delay of publication. (c) Shortening or waiving public comment period, waiving publications; acting before close of public comment period. (d) Consideration of public comments. § 303.88 Reporting of stock loans and changes in chief executive officers and directors. (a) Requirements of reporting stock loans. (2) Any voting securities of the covered institution held by the foreign bank or any affiliate of the foreign bank as principal must be included in the calculation of the number of voting securities in which the foreign bank or its affiliate has a security interest for purposes of this paragraph (a). (b) Definitions. (1) Foreign bank shall have the same meaning as in section 1(b) of the International Banking Act of 1978 (12 U.S.C. 3101). (2) Affiliate shall have the same meaning as in section 1(b) of the International Banking Act of 1978 (12 U.S.C. 3101). (3) Credit outstanding includes any loan or extension of credit; the issuance of a guarantee, acceptance, or letter of credit, including an endorsement or standby letter of credit; and any other type of transaction that extends credit or financing to the person or group of persons. (4) Group of persons includes any number of persons that the foreign bank or any affiliate of a foreign bank has reason to believe: (i) Are acting together, in concert, or with one another to acquire or control voting securities of the same covered institution, including an acquisition of voting securities of the same covered institution at approximately the same time under substantially the same terms; or (ii) Have made, or propose to make, a joint filing under section 13 or 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78n), and the rules promulgated thereunder by the Securities and Exchange Commission regarding ownership of the voting securities of the same covered institution. (c) Exceptions. (1) The person or group of persons referred to in paragraph (a) has disclosed the amount borrowed and the security interest therein to the appropriate FDIC office in connection with a notice filed under the CBCA, an application filed under either 12 U.S.C. 1841, et seq. (2) The transaction involves a person or group of persons that has been the owner or owners of record of the stock for a period of one year or more; or, if the transaction involves stock issued by a newly chartered bank, before the bank is opened for business. (d) Report requirements for purposes of paragraph (a) of this section. (2) A foreign bank, or any affiliate of a foreign bank, shall file the consolidated report in writing within 30 days of the date on which the foreign bank or affiliate first believes that the security for any outstanding credit consists of 25 percent or more of any class of voting securities of a covered institution. (e) Foreign bank or affiliate not supervised by FDIC. (f) Reporting requirement. §§ 303.89-303.99 [Reserved] Subpart F—Change of Director or Senior Executive Officer § 303.100 Scope. This subpart sets forth the circumstances under which an FDIC-supervised institution must notify the FDIC of a change in any member of its board of directors or any senior executive officer and the procedures for filing such notice. This subpart implements section 32 of the FDI Act (12 U.S.C. 1831i). [85 FR 3244, Jan. 21, 2020] § 303.101 Definitions. For purposes of this subpart: (a) Director (1) Is not elected by the shareholders; (2) Is not authorized to vote on any matters before the board of directors or board of trustees or any committee thereof; (3) Solely provides general policy advice to the board of directors or board of trustees and any committee thereof; and (4) Has not been identified by the FDIC as a person who performs the functions of a director for purposes of this subpart. (b) Senior executive officer Senior executive officer (c) Troubled condition (1) Has a composite rating, as determined in its most recent report of examination, of 4 or 5 under the Uniform Financial Institutions Rating System (UFIRS), or in the case of an insured state branch of a foreign bank, an equivalent rating; or (2) Is subject to a proceeding initiated by the FDIC for termination or suspension of deposit insurance; or (3) Is subject to a cease-and-desist order or written agreement issued by either the FDIC or the appropriate state banking authority that requires action to improve the financial condition of the FDIC-supervised institution or is subject to a proceeding initiated by the FDIC or state authority which contemplates the issuance of an order that requires action to improve the financial condition of the FDIC-supervised institution, unless otherwise informed in writing by the FDIC; or (4) Is informed in writing by the FDIC that it is in troubled condition for purposes of the requirements of this subpart on the basis of the FDIC-supervised institution's most recent report of condition or report of examination, or other information available to the FDIC. (d) FDIC-supervised institution [67 FR 79247, Dec. 27, 2002, as amended at 85 FR 3244, Jan. 21, 2020] § 303.102 Filing procedures and waiver of prior notice. (a) FDIC-supervised institutions. (1) Is not in compliance with all minimum capital requirements applicable to the FDIC-supervised institution as determined on the basis of the institution's most recent report of condition or report of examination; (2) Is in troubled condition; or (3) The FDIC determines, in connection with its review of a capital restoration plan required under section 38(e)(2) of the FDI Act (12 U.S.C. 1831o(e)(2)) or otherwise, that such notice is appropriate. (b) Insured branches of foreign banks. (c) Waiver of prior notice Waiver requests. (i) Delay would threaten the safety and soundness of the FDIC-supervised institution; (ii) Delay would not be in the public interest; or (iii) Other extraordinary circumstances exist that justify waiver of prior notice. (2) Automatic waiver. (3) Effect on disapproval authority. (d)(1) Content of filing. (2) Modification. [67 FR 79247, Dec. 27, 2002, as amended at 85 FR 3245, Jan. 21, 2020] § 303.103 Processing. (a) Processing. (b) Commencement of service At expiration of period. (2) Prior to expiration of the period. (c) Notice of disapproval. [85 FR 3245, Jan. 21, 2020] §§ 303.104-303.119 [Reserved] Subpart G—Activities of Insured State Banks § 303.120 Scope. This subpart sets forth procedures for complying with notice and application requirements contained in subpart A of part 362 of this chapter, governing insured state banks and their subsidiaries engaging in activities which are not permissible for national banks and their subsidiaries. This subpart sets forth procedures for complying with notice and application requirements contained in subpart B of part 362 of this chapter, governing certain activities of insured state nonmember banks, their subsidiaries, and certain affiliates. This subpart also sets forth procedures for complying with the notice requirements contained in subpart E of part 362 of this chapter, governing subsidiaries of insured state nonmember banks engaging in financial activities. § 303.121 Filing procedures. (a) Where to file. (b) Contents of filing. (1) Filings generally. (ii) The amount of the bank's existing or proposed direct or indirect investment in the activity as well as calculations sufficient to indicate compliance with any specific capital ratio or investment percentage limitation detailed in subpart A, B, or E of part 362 of this chapter; (iii) A copy of the bank's business plan regarding the conduct of the activity; (iv) A citation to the state statutory or regulatory authority for the conduct of the activity; (v) A copy of the order or other document from the appropriate regulatory authority granting approval for the bank to conduct the activity if such approval is necessary and has already been granted; (vi) A brief description of the bank's policy and practice with regard to any anticipated involvement in the activity by a director, executive office or principal shareholder of the bank or any related interest of such a person; and (vii) A description of the bank's expertise in the activity. (2) [Reserved] (3) Copy of application or notice filed with another agency. (4) Additional information. § 303.122 Processing. (a) Expedited processing. (b) Standard processing for applications and notices that have been removed from expedited processing. §§ 303.123-303.139 [Reserved] Subpart H—Activities of Insured Savings Associations § 303.140 Scope. This subpart sets forth procedures for complying with the notice and application requirements contained in subpart C of part 362 of this chapter, governing insured state savings associations and their service corporations engaging in activities which are not permissible for federal savings associations and their service corporations. This subpart also sets forth procedures for complying with the notice requirements contained in subpart D of part 362 of this chapter, governing insured savings associations which establish or engage in new activities through a subsidiary. § 303.141 Filing procedures. (a) Where to file. (b) Contents of filing Filings generally. (i) A brief description of the activity and the manner in which it will be conducted; (ii) The amount of the association's existing or proposed direct or indirect investment in the activity as well as calculations sufficient to indicate compliance with any specific capital ratio or investment percentage limitation detailed in subpart C or D of part 362 of this chapter; (iii) A copy of the association's business plan regarding the conduct of the activity; (iv) A citation to the state statutory or regulatory authority for the conduct of the activity; (v) A copy of the order or other document from the appropriate regulatory authority granting approval for the association to conduct the activity if such approval is necessary and has already been granted; (vi) A brief description of the association's policy and practice with regard to any anticipated involvement in the activity by a director, executive officer or principal shareholder of the association or any related interest of such a person; and (vii) A description of the association's expertise in the activity. (2) [Reserved] (3) Copy of application or notice filed with another agency. (4) Additional information. § 303.142 Processing. (a) Expedited processing. (b) Standard processing for applications and notices that have been removed from expedited processing. (c) Notices of activities in excess of an amount permissible for a federal savings association; subsidiary notices. §§ 303.143-303.159 [Reserved] Subpart I—Mutual-To-Stock Conversions § 303.160 Scope. This subpart sets forth the notice requirements and procedures for the conversion of an insured mutual state-chartered savings bank to the stock form of ownership. The substantive requirements governing such conversions are contained in § 333.4 of this chapter. § 303.161 Filing procedures. (a) Prior notice required. (b) General. (2) An insured mutual savings bank chartered by a state that does not require the filing of a conversion application shall file a notice in letter form with the appropriate FDIC office as soon as practicable after adoption of its plan of conversion. (c) Content of notice. (1) The plan of conversion, with specific information concerning the record date used for determining eligible depositors and the subscription offering priority established in connection with any proposed stock offering; (2) Certified board resolutions relating to the conversion; (3) A business plan, including a detailed discussion of how the capital acquired in the conversion will be used, expected earnings for at least a three-year period following the conversion, and a justification for any proposed stock repurchases; (4) The charter and bylaws of the converted institution; (5) The bylaws and operating plans of any other entities formed in connection with the conversion transaction, such as a holding company or charitable foundation; (6) A full appraisal report, prepared by an independent appraiser, of the value of the converting institution and the pricing of the stock to be sold in the conversion transaction; (7) Detailed descriptions of any proposed management or employee stock benefit plans or employment agreements and a discussion of the rationale for the level of benefits proposed, individually and by participant group; (8) Indemnification agreements; (9) A preliminary proxy statement and sample proxy; (10) Offering circular(s) and order form; (11) All contracts or agreements relating to solicitation, underwriting, market-making, or listing of conversion stock and any agreements among members of a group regarding the purchase of unsubscribed shares; (12) A tax opinion concerning the federal income tax consequences of the proposed conversion; (13) Consents from experts to use their opinions as part of the notice; and (14) An estimate of conversion-related expenses. (d) Additional information. (e) Acceptance of notice. (f) Related applications. (1) Applications for deposit insurance, as required by subpart B of this part; and (2) Applications for consent to merge, as required by subpart D of this part. § 303.162 Waiver from compliance. (a) General. (1) When compliance with any provision of this section or § 333.4 of this chapter would be inconsistent or in conflict with applicable state law, or (2) For any other good cause shown. (b) Content of filing. [67 FR 79247, Dec. 27, 2002, as amended at 71 FR 20526, Apr. 21, 2006] § 303.163 Processing. (a) General considerations. (1) The proposed use of the proceeds from the sale of stock, as set forth in the business plan; (2) The adequacy of the disclosure materials; (3) The participation of depositors in approving the transaction; (4) The form of the proxy statement required for the vote of the depositors/members on the conversion; (5) Any proposed increased compensation and other remuneration (including stock grants, stock option rights and other similar benefits) to be granted to officers and directors/trustees of the bank in connection with the conversion; (6) The adequacy and independence of the appraisal of the value of the mutual savings bank for purposes of determining the price of the shares of stock to be sold; (7) The process by which the bank's trustees approved the appraisal, the pricing of the stock, and the proposed compensation arrangements for insiders; (8) The nature and apportionment of stock subscription rights; and (9) The bank's plans to fulfill its commitment to serving the convenience and needs of its community. (b) Additional considerations. (2) Conformity with the OTS requirements will not be sufficient for FDIC regulatory purposes if the FDIC determines that the proposed conversion transaction would pose a risk to the bank's safety or soundness, violate any law or regulation, or present a breach of fiduciary duty. (c) Notice period. (i) 60 days after receipt of a substantially complete notice of proposed conversion; or (ii) 20 days after the last applicable state or other federal regulator has approved the proposed conversion. (2) The FDIC may, in its discretion, extend the initial 60-day period for up to an additional 60 days by providing written notice to the institution. (d) Letter of non-objection. (e) Letter of objection. (f) Consummation of the conversion. (i) The receipt of a letter of non-objection; or (ii) The expiration of the notice period. (2) If a letter of objection is issued, then the institution shall not consummate the proposed conversion until the FDIC rescinds such letter. §§ 303.164-303.179 [Reserved] Subpart J—International Banking § 303.180 Scope. This subpart sets forth procedures for complying with application requirements relating to the foreign activities of insured state nonmember banks, U.S. activities of insured branches of foreign banks, and certain foreign mergers of insured depository institutions. § 303.181 Definitions. For the purposes of this subpart, the following additional definitions apply: (a) Board of Governors (b) Comptroller (c) Eligible insured branch. (1) Received an FDIC-assigned composite ROCA supervisory rating (which rates risk management, operational controls, compliance, and asset quality) of 1 or 2 as a result of its most recent federal or state examination, and the FDIC, Comptroller, or Board of Governors have not expressed concern about the condition or operations of the foreign banking organization or the support it offers the branch; (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 subpart H of part 324 of this chapter; 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 any U.S. bank regulatory authority. (d) Federal branch (e) Foreign bank (f) Foreign branch (g) Foreign organization (h) Insured branch (i) Noninsured branch (j) State branch [67 FR 79247, Dec. 27, 2002, as amended at 78 FR 55470, Sept. 10, 2013; 83 FR 17739, Apr. 24, 2018] § 303.182 Establishing, moving or closing a foreign branch of an insured state nonmember bank. (a) Notice procedures for general consent. (b) Filing procedures for other branch establishments Where to file. (2) Content of filing. (i) The exact location of the proposed foreign branch, including the street address. (ii) Details concerning any involvement in the proposal by an insider of the applicant, as defined in § 303.2(u) of this part, including any financial arrangements relating to fees, the acquisition of property, leasing of property, and construction contracts; (iii) A brief description of the applicant's business plan with respect to the foreign branch; and (iv) A brief description of the proposed activities of the branch and, to the extent any of the proposed activities are not authorized by § 347.115 of this chapter, the applicant's reasons why they should be approved. (3) Additional information. (c) Processing Expedited processing for eligible depository institutions. (2) Standard processing. (d) Closing. [70 FR 17558, Apr. 6, 2005, as amended at 85 FR 72555, Nov. 13, 2020] § 303.183 Investment by insured state nonmember banks in foreign organization. (a) Notice procedures for general consent. Notice in the form of a letter from an eligible depository institution making direct or indirect investments in a foreign organization pursuant to § 347.117(b) of this chapter shall be provided to the appropriate FDIC office no later than 30 days after taking such action. The FDIC will provide written acknowledgment of receipt of the notice. (b) Filing procedures for other investments—(1) Where to file. An applicant seeking to make a foreign investment other than under § 347.117(b) of this chapter shall submit an application to the appropriate FDIC office. (2) Content of filing. (i) Basic information about the terms of the proposed transaction, the amount of the investment in the foreign organization and the proportion of its ownership to be acquired; (ii) Basic information about the foreign organization, its financial position and income, including any available balance sheet and income statement for the prior year, or financial projections for a new foreign organization; (iii) A listing of all shareholders known to hold ten percent or more of any class of the foreign organization's stock or other evidence of ownership, and the amount held by each; (iv) A brief description of the applicant's business plan with respect to the foreign organization; (v) A brief description of any business or activities which the foreign organization will conduct directly or indirectly in the United States, and to the extent such activities are not authorized by subpart A of part 347, the applicant's reasons why they should be approved; (vi) A brief description of the foreign organization's activities, and to the extent such activities are not authorized by subpart A of part 347, the applicant's reasons why they should be approved; and (vii) If the applicant seeks approval to engage in underwriting or dealing activities, a description of the applicant's plans and procedures to address all relevant risks. (3) Additional information. (c) Processing—(1) Expedited processing for eligible depository institutions. An application filed under § 347.118(b) of this chapter by an eligible depository institution as defined in § 303.2(r) of this part seeking to make direct or indirect investments in a foreign organization 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 the application from expedited processing for any of the reasons set forth in § 303.11(c)(2) of this part. Absent such removal, an application processed under expedited processing is deemed approved 45 days after receipt of a substantially complete application by the FDIC, or on such earlier date authorized by the FDIC in writing. (2) Standard processing. (d) Divestiture. [67 FR 79247, Dec. 27, 2002, as amended at 70 FR 17558, Apr. 6, 2005] § 303.184 Moving an insured branch of a foreign bank. (a) Filing procedures Where and when to file. (2) Content of filing. (3) Comptroller's application. (4) Additional information. (b) Processing Expedited processing for eligible insured branches. (2) Standard processing. (c) Other approval criteria. (1) The factors set forth in section 6 of the FDI Act (12 U.S.C. 1816) have been considered and favorably resolved; (2) The filer is at least adequately capitalized as defined in subpart H of part 324 of this chapter; (3) Any financial arrangements that have been made in connection with the proposed relocation and that involve the filer's directors, officers, major shareholders, or their interests are fair and reasonable in comparison to similar arrangements that could have been made with independent third parties; (4) Compliance with the CRA and any applicable related regulations, including part 345 of this chapter, has been considered and favorably resolved; (5) No CRA protest as defined in § 303.2(l) has been filed that remains unresolved or, where such a protest has been filed and remains unresolved, the Director or designee concurs that approval is consistent with the purposes of the CRA and the filer agrees in writing to any conditions imposed regarding the CRA; and (6) The filer agrees in writing to comply with any conditions imposed by the FDIC, other than the standard conditions defined in § 303.2(dd) that may be imposed without the filer's written consent. (d) Relocation of insured branch from one State to another. (1) Comply with any applicable State laws or regulations of the States affected by the proposed relocation; and (2) Obtain any required regulatory approvals from the appropriate State licensing authority of the State to which the insured branch proposes to relocate before relocating the existing branch operations and surrendering its existing license to the appropriate State licensing authority of the State from which the branch is relocating. [67 FR 79247, Dec. 27, 2002, as amended at 70 FR 17559, Apr. 6, 2005; 78 FR 55470, Sept. 10, 2013; 83 FR 17739, Apr. 24, 2018; 85 FR 72555, Nov. 13, 2020; 86 FR 9433, Feb. 16, 2021; 90 FR 60558, Dec. 29, 2025] § 303.185 Merger transactions involving foreign banks or foreign organizations. (a) Merger transactions involving an insured branch of a foreign bank. (1) References to an eligible depository institution in subpart D of this part include an eligible insured branch as defined in § 303.181; (2) The definition of a corporate reorganization in § 303.61(b) includes a merger transaction between an insured branch and other branches, agencies, or subsidiaries in the United States of the same foreign bank; and (3) For the purposes of § 303.62(b)(1) on interstate mergers, a merger transaction involving an insured branch is one involving the acquisition of a branch of an insured bank without the acquisition of the bank for purposes of section 44 of the FDI Act (12 U.S.C. 1831u) only when the merger transaction involves fewer than all the insured branches of the same foreign bank in the same state. (b) Certain merger transactions with foreign organizations outside any State. § 303.186 Exemptions from insurance requirements for a state branch of a foreign bank. (a) Filing procedures—(1) Where to file. (2) Content of filing. (i) The kinds of deposit activities in which the state branch proposes to engage; (ii) The expected source of deposits; (iii) The manner in which deposits will be solicited; (iv) How the activity will maintain or improve the availability of credit to all sectors of the United States economy, including the international trade finance sector; (v) That the activity will not give the foreign bank an unfair competitive advantage over United States banking organizations; and (vi) A resolution by the applicant's board of directors, or evidence of approval by senior management if a resolution is not required pursuant to the applicant's organizational documents, authorizing the filing of the application. (3) Additional information. (4) Processing. [67 FR 79247, Dec. 27, 2002, as amended at 70 FR 17559, Apr. 6, 2005] § 303.187 Approval for an insured state branch of a foreign bank to conduct activities not permissible for federal branches. (a) Filing procedures—(1) Where to file. (2) Content of filing. (i) A brief description of the activity, including the manner in which it will be conducted and an estimate of the expected dollar volume associated with the activity; (ii) An analysis of the impact of the proposed activity on the condition of the United States operations of the foreign bank in general and of the branch in particular, including a copy of the feasibility study, management plan, financial projections, business plan, or similar document concerning the conduct of the activity; (iii) A resolution by the applicant's board of directors, or evidence of approval by senior management if a resolution is not required pursuant to the applicant's organizational documents, authorizing the filing of the application; (iv) A statement by the applicant of whether it is in compliance with sections 347.209 and 347.210 of this chapter; (v) A statement by the applicant that it has complied with all requirements of the Board of Governors concerning applications to conduct the activity in question and the status of each such application, including a copy of the Board of Governors' disposition of such application, if applicable; and (vi) A statement of why the activity will pose no significant risk to the Deposit Insurance Fund. (3) Board of Governors application. (4) Additional information. (b) Divestiture or cessation—(1) Where to file. (2) Content of filing. (i) A detailed description of the manner in which the applicant proposes to divest itself of or cease the activity in question; and (ii) A projected timetable describing how long the divestiture or cessation is expected to take. (3) Additional information. [67 FR 79247, Dec. 27, 2002, as amended at 70 FR 17559, Apr. 6, 2005; 71 FR 20526, Apr. 21, 2006] §§ 303.188-303.199 [Reserved] Subpart K—Prompt Corrective Action § 303.200 Scope. (a) General. o (2) Definitions of the capital categories referenced in this Prompt Corrective Action subpart may be found in subpart H of part 324 of this chapter. (b) Institutions covered. [67 FR 79247, Dec. 27, 2002, as amended at 78 FR 55470, Sept. 10, 2013; 83 FR 17739, Apr. 24, 2018; 85 FR 3245, Jan. 21, 2020] § 303.201 Filing procedures. Applications shall be filed with the appropriate FDIC office. The application shall contain the information specified in each respective section of this subpart, and shall be in letter form as prescribed in § 303.3. Additional information may be requested by the FDIC. Such letter shall be signed by the president, senior officer or a duly authorized agent of the insured depository institution and be accompanied by a certified copy of a resolution adopted by the institution's board of directors or trustees authorizing the application. § 303.202 Processing. The FDIC will provide the applicant with a subsequent written notification of the final action taken as soon as the decision is rendered. § 303.203 Applications for capital distributions. (a) Scope. (b) Content of filing. o [85 FR 3245, Jan. 21, 2020] § 303.204 Applications for acquisitions, branching, and new lines of business. (a) Scope. (2) A new line of business will include any new activity exercised which, although it may be permissible, has not been exercised by the institution. (b) Content of filing. o [86 FR 8097, Feb. 3, 2021] § 303.205 Applications for bonuses and increased compensation for senior executive officers. (a) Scope. (b) Content of filing. [67 FR 79247, Dec. 27, 2002, as amended at 86 FR 8097, Feb. 3, 2021] § 303.206 Application for payment of principal or interest on subordinated debt. (a) Scope. (b) Content of filing. o § 303.207 Restricted activities for critically undercapitalized institutions. (a) Scope. (b) Content of filing. o (1) Enter into any material transaction other than in the usual course of business including any action with respect to which the institution is required to provide notice to the appropriate federal banking agency. Materiality will be determined on a case-by-case basis; (2) Extend credit for any highly leveraged transaction. A highly leveraged transaction means an extension of credit to or investment in a business by an insured depository institution where the financing transaction involves a buyout, acquisition, or recapitalization of an existing business and one of the following criteria is met: (i) The transaction results in a liabilities-to-assets leverage ratio higher than 75 percent; or (ii) The transaction at least doubles the subject company's liabilities and results in a liabilities-to-assets leverage ratio higher than 50 percent; or (iii) The transaction is designated an highly leverage transaction by a syndication agent or a federal bank regulator. (iv) Loans and exposures to any obligor in which the total financing package, including all obligations held by all participants is $20 million or more, or such lower level as the FDIC may establish by order on a case-by-case basis, will be excluded from this definition. (3) Amend the institution's charter or bylaws, except to the extent necessary to carry out any other requirement of any law, regulation, or order; (4) Make any material change in accounting methods; (5) Engage in any covered transaction (as defined in section 23A(b) of the Federal Reserve Act (12 U.S.C. 371c(b)); (6) Pay excessive compensation or bonuses. Part 364 of this chapter provides guidance for determining excessive compensation; or (7) Pay interest on new or renewed liabilities at a rate that would increase the institution's weighted average cost of funds to a level significantly exceeding the prevailing rates of interest on insured deposits in the institution's normal market area. Section 337.6 of this chapter (Brokered deposits) provides guidance for defining the relevant terms of this provision; however this provision does not supersede the general prohibitions contained in § 337.6. [67 FR 79247, Dec. 27, 2002, as amended at 78 FR 55470, Sept. 10, 2013] §§ 303.208-303.219 [Reserved] Subpart L—Section 19 of the Federal Deposit Insurance Act (Consent To Service of Persons Convicted of, or Who Have Program Entries for, Certain Criminal Offenses) Source: 89 FR 64362, Aug. 7, 2024, unless otherwise noted. § 303.220 What is section 19 of the Federal Deposit Insurance Act? (a) This subpart covers applications under section 19 of the Federal Deposit Insurance Act (FDI Act), 12 U.S.C. 1829. The FDIC refers to such applications as “consent applications.” Under section 19, any person who has been convicted of any criminal offense involving dishonesty, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program (program entry) in connection with a prosecution for such offense (collectively, Covered Offenses), may not become, or continue as, an institution-affiliated party (IAP) of an insured depository institution (IDI); own or control, directly or indirectly, any IDI; or otherwise participate, directly or indirectly, in the conduct of the affairs of any IDI without the prior written consent of the FDIC. (b) In addition, the law prohibits an IDI from permitting such a person to engage in any conduct or to continue any relationship prohibited by section 19. IDIs must therefore make a reasonable, documented inquiry to verify an applicant's history to ensure that a person who has a Covered Offense under section 19 is not hired or permitted to participate in its affairs without the written consent of the FDIC issued under this subpart. FDIC-supervised IDIs may extend a conditional offer of employment contingent on the completion of a background check satisfactory to the institution to determine if the applicant is prohibited under section 19, but the applicant may not work for, be employed by, or otherwise participate in the affairs of the IDI until the IDI has determined that the applicant is not prohibited under section 19 (including persons who have had a consent application approved). (c) If there is a conviction or program entry covered by the prohibitions of section 19, an application under this subpart must be filed seeking the FDIC's consent in order to become, or to continue as, an IAP; to own or control, directly or indirectly, an IDI; or to otherwise participate, directly or indirectly, in the affairs of the IDI. The application must be filed, and consented to, prior to serving in any of the foregoing capacities unless such application is not required under the subsequent provisions of this subpart. The purpose of an application is to provide the applicant an opportunity to demonstrate that, notwithstanding the prohibition, a person is fit to participate in the conduct of the affairs of an IDI without posing a risk to its safety and soundness or impairing public confidence in that institution. The burden is upon the applicant to establish that the application warrants approval. § 303.221 Who is covered by section 19? (a) Persons covered by section 19 include IAPs, as defined by 12 U.S.C. 1813(u), and others who are participants in the conduct of the affairs of an IDI. Therefore, all directors, officers, and employees of an IDI who fall within the scope of section 19, including de facto (b) The term person, (c) Individuals who file an application with the FDIC under the provisions of section 19 who also seek to participate in the affairs of a bank holding company or savings and loan holding company may have to comply with any filing requirements of the Board of the Governors of the Federal Reserve System under 12 U.S.C. 1829(d) and (e). Conversely, an individual who works at a bank holding company or savings and loan holding company who would like to participate in the affairs of an IDI or be in a position to influence or control the management or affairs of an IDI must file an application with the FDIC under this subpart. (d) Section 19 specifically prohibits a person subject to its provisions from owning or controlling, directly or indirectly, an IDI. The terms control, ownership, acting in concert (1) A person will be deemed to exercise “control” if that person— (i) Has the ability to direct the management or policies of an IDI; (ii) Has the power to vote 25 percent or more of the voting shares of an IDI; or (iii) Has the power to vote 10 percent of the voting shares of an IDI if— (A) No other person owns, controls, or has the power to vote more shares; or (B) The institution has registered securities under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l). (2) Under this paragraph (d), a person will be deemed to “own” an IDI if that person owns— (i) 25 percent or more of the institution's voting stock; or (ii) 10 percent of the voting shares if— (A) No other person owns more; or (B) The institution has registered securities under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l). (3) The standards in this paragraph (d) would also apply to an individual acting in concert with others so as to have such ownership or control. Absent the FDIC's consent, persons subject to the prohibitions of section 19 must divest their control or ownership of shares above the foregoing limits. § 303.222 Which offenses qualify as “Covered Offenses” under section 19? (a) Categories of Covered Offenses. (1) The term criminal offense involving dishonesty (i) Means an offense under which an individual, directly or indirectly— (A) Cheats or defrauds; or (B) Wrongfully takes property belonging to another in violation of a criminal statute; (ii) Includes an offense that Federal, State, or local law defines as dishonest, or for which dishonesty is an element of the offense; and (iii) Does not include— (A) A misdemeanor criminal offense committed more than one year before the date on which an individual files a consent application, excluding any period of incarceration; or (B) An offense involving the possession of controlled substances. At a minimum, this exclusion applies to criminal offenses involving the simple possession of a controlled substance and possession with intent to distribute a controlled substance. This exclusion may also apply to other drug-related offenses depending on the statutory elements of the offenses or from court determinations that the statutory provisions of the offenses do not involve dishonesty, breach of trust, or money laundering, as noted in paragraph (b) of this section. Potential applicants may contact their appropriate FDIC Regional Office if they have questions about whether their offenses are covered under section 19. (iv) The term offense committed offense committed (2) The term breach of trust (b) Elements of the offense. (c) Certain older offenses excluded Exclusions for certain older offenses. (i) It has been 7 years or more since the offense occurred; or (ii) The individual was incarcerated with respect to the offense and it has been 5 years or more since the individual was released from incarceration. (iii) The term offense occurred offense occurred (2) Offenses committed by individuals 21 years of age or younger. sentencing occurred (3) Limitation. (d) Foreign convictions. § 303.223 What constitutes a conviction under section 19? (a) Convictions requiring an application. (b) Convictions not requiring an application. (c) Expungement, dismissal, and sealing. (1) There is an order of expungement, sealing, or dismissal that has been issued in regard to the conviction in connection with such offense, or if a conviction has been otherwise expunged, sealed, or dismissed by operation of law; and (2) It is intended by the language in the order itself, or in the legislative provisions under which the order was issued, or in other legislative provisions, that the conviction shall be destroyed or sealed from the individual's State, Tribal, or Federal record, even if exceptions allow the conviction to be considered for certain character and fitness evaluation purposes. (d) Youthful offenders. § 303.224 What constitutes a pretrial diversion or similar program under section 19? (a) The term pretrial diversion or similar program (b) When a Covered Offense either is reduced by a program entry to an offense that would otherwise not be covered by section 19 or is dismissed upon successful completion of a program entry, the offense remains a Covered Offense for purposes of section 19. The Covered Offense will require an application unless it is de minimis (c) Expungements, dismissals, or sealings of program entries will be treated the same as those for convictions. § 303.225 What are the types of applications that can be filed? (a) The FDIC will accept applications from— (1) An individual; (2) An IDI applying on behalf of an individual; (3) A depository institution holding company applying on behalf of an individual with respect to an IDI subsidiary of the holding company; and (4) A depository institution holding company applying on behalf of an individual who will work at the holding company but also participate in the affairs of the IDI or who would be in a position to influence or control the management or affairs of the IDI, in accordance with § 303.221(a). (b) An individual or an institution may file applications at separate times. Under either approach, the application(s) must be filed with the appropriate FDIC Regional Office, as required by this subpart. § 303.226 When may an application be filed? Except for situations in which no application is required under section 19 and this subpart, an application must be filed when there is a conviction by a court of competent jurisdiction for a Covered Offense by any adult or minor treated as an adult or when such person has a program entry regarding that offense. Before an application may be filed, all of the sentencing requirements associated with a conviction, or conditions imposed by the program entry, including but not limited to, imprisonment, fines, conditions of rehabilitation, and probation requirements, must be completed, and the case must be considered final by the procedures of the applicable jurisdiction. The FDIC's application forms as well as additional information concerning section 19 can be accessed from the FDIC's Regional Offices or on the FDIC's website. § 303.227 De minimis Exemption. (a) In general. de minimis (1) The individual has been convicted of, or has program entries for, no more than two Covered Offenses, including those subject to paragraphs (b)(1) through (3) of this section; and for each Covered Offense, all of the sentencing requirements associated with the conviction, or conditions imposed by the program entry, have been completed (the sentence- or program-completion requirement does not apply under paragraph (b)(2) of this section). (2) For each Covered Offense, the individual could have been sentenced to a term of confinement in a correctional facility of three years or less and/or a fine of $3,500, as adjusted from time to time in accordance with 12 CFR 314.1, or less, and the individual actually served three days or less of jail time for each Covered Offense. (3) Jail time under paragraph (a)(2) of this section is calculated based on the time an individual spent incarcerated as a punishment or a sanction—not as pretrial detention—and does not include probation or parole where an individual was restricted to a particular jurisdiction or was required to report occasionally to an individual or a specific location. Jail time includes confinement to a psychiatric treatment center in lieu of a jail, prison, or house of correction on mental-competency grounds. The definition is not intended to include either of the following: persons who are restricted to a substance-abuse treatment program facility for part or all of the day; or persons who are ordered to attend outpatient psychiatric treatment. (4) If there are two convictions or program entries for a Covered Offense, each conviction or program entry was entered at least three years prior to the date an application would otherwise be required, except as provided in paragraph (b)(1) of this section. (5) Each Covered Offense must not have been committed against an IDI or insured credit union. (b) Other types of offenses for which the applies and no application is required Age of person at time of Covered Offense. de minimis de minimis (2) Convictions or program entries for insufficient funds checks. (i) The aggregate total face value of all “bad” or insufficient funds check(s) cited across all the conviction(s) or program entry(ies) for “bad” or insufficient funds checks is $2,000 or less; (ii) No IDI or insured credit union was a payee on any of the “bad” or insufficient funds checks that were the basis of the conviction(s) or program entry(ies); and (iii) The individual has no more than one other de minimis (3) Convictions or program entries for small-dollar, simple theft. (i) The value of the currency, goods, or services taken was $1,225, as adjusted from time to time in accordance with 12 CFR 314.1, or less; (ii) The theft was not committed against an IDI or insured credit union; (iii) The individual has no more than one other offense that is considered exempt under this section; and (iv) If there are two offenses—each of which, by itself, is considered exempt under this section—each conviction or program entry was entered at least three years prior to the date an application would otherwise be required, or at least 18 months prior to the date an application would otherwise be required if the actions that resulted in the conviction or program entry all occurred when the individual was 21 years of age or younger. (v) Simple theft excludes burglary, forgery, robbery, identity theft, and fraud. (4) Convictions or program entries for using fake identification, shoplifting, trespassing, fare evasion, or driving with an expired license or tag. (c) Non-qualifying convictions or program entries. de minimis [89 FR 64362, Aug. 7, 2024, as amended at 90 FR 55809, Dec. 4, 2025] § 303.228 How to file an application. Forms and instructions should be obtained from the FDIC's Regional Offices or on the FDIC's website ( www.fdic.gov § 303.229 How an application is evaluated. (a) Criminal-history records. (1) Primarily rely on the criminal history record provided by the Federal Bureau of Investigation (rap sheet); and (2) Provide such record to the subject of the application to review for accuracy. The FDIC will make reasonable efforts to communicate with the subject of the application within 15 calendar days of receipt of this record from the Federal Bureau of Investigation to inform the individual that the FDIC will be providing them with a copy of the report and to verify the individual's contact information. The FDIC will make reasonable efforts to send the report to the individual within 5 business days of successful verification of the individual's contact information. If the individual believes that there are any inaccuracies in the report, the FDIC will direct the individual to an appropriate contact at the Federal Bureau of Investigation where the individual can seek corrections to the report. (b) Certified copies. (c) Ultimate determinations. (d) Individualized assessment. (1) Whether the conviction or program entry is subject to section 19, and the specific nature and circumstances of the offense; (2) Whether the participation directly or indirectly by the person in any manner in the conduct of the affairs of the IDI constitutes a threat to the safety and soundness of the institution or the interests of its depositors or threatens to impair public confidence in the institution; (3) Evidence of rehabilitation, including the person's age at the time of the conviction or program entry, the time that has elapsed since the conviction or program entry, and the relationship of the individual's offense to the responsibilities of the applicable position; (4) The individual's employment history, letters of recommendation, certificates documenting participation in substance-abuse programs, successful participation in job preparation and educational programs, and other relevant evidence; (5) The ability of management of the IDI to supervise and control the person's activities; (6) The level of ownership or control the person will have of an IDI; (7) The applicability of the IDI's fidelity bond coverage to the person; and (8) Any additional factors in the specific case that appear relevant to the application or the individual including, but not limited to, the opinion or position of the primary Federal or State regulator. (e) No re-consideration of guilt. (f) Factors considered for enumerated offenses. (g) Mandatory conditions of approval. (h) Institution-sponsored applications: work at same employer. (i) Work at a different employer after certain approvals. § 303.230 What will the FDIC do if the application is denied? (a) The FDIC will inform the applicant in writing that the application has been denied and summarize or cite the relevant considerations specified in § 303.229. (b) The denial will also notify the applicant that a written request for a hearing (or a request for written submissions in lieu of a hearing) under 12 CFR part 308, subpart M, may be filed with the FDIC Executive Secretary within 60 days after the denial. For institution-sponsored applications, either the institution or the subject individual (or both, as a consolidated request) may file such a written request. A request must include the relief desired, the grounds supporting the request for relief, and any supporting evidence. § 303.231 Waiting time for a subsequent application if an application is denied. (a) An application under section 19 must be made in writing and may not be made less than one year following the issuance of a decision denying an application under section 19. If the original denial is subject to a request for a hearing or written submissions in lieu of a hearing, then the subsequent application may be filed at any time more than one year after the decision of the FDIC Board of Directors, or its designee, denying the application. Unless with the passage of time the individual is no longer subject to section 19, the prohibition against participating in the affairs of an IDI under section 19 will continue until the individual has been granted consent in writing to participate in the affairs of an IDI by the Board of Directors or its designee. (b) An institution-sponsored application is not subject to the one-year waiting period if the application— (1) Follows the denial of an individual application; or (2) Follows the denial of an institution-sponsored application and the subsequent application is sponsored by a different institution or is for a different position. Subpart M—Other Filings § 303.240 General. This subpart sets forth the filing procedures to be followed when seeking the FDIC's consent to engage in certain activities or accomplish other matters as specified in the individual sections contained herein. For those matters covered by this subpart that also have substantive FDIC regulations or related statements of policy, references to the relevant regulations or statements of policy are contained in the specific sections. § 303.241 Reduce or retire capital stock or capital debt instruments. (a) Scope Insured State nonmember banks. (2) Insured State savings associations. (b) Where to file. (c) Content of filing. (1) The type and amount of the proposed change to the capital structure and the reason for the change; (2) A schedule detailing the present and proposed capital structure; (3) The time period that the proposal will encompass; (4) If the proposal involves a series of transactions affecting Tier 1 capital components which will be consummated over a period of time which shall not exceed twelve months, the application shall certify that the insured depository institution will maintain itself as a well-capitalized institution as defined in part 324 of this chapter both before and after each of the proposed transactions; (5) If the proposal involves the repurchase of capital instruments, the amount of the repurchase price and the basis for establishing the fair market value of the repurchase price; (6) A statement that the proposal will be available to all holders of a particular class of outstanding capital instruments on an equal basis, and if not, the details of any restrictions; and (7) The date that the applicant's board of directors approved the proposal. (d) Additional information. (e) Undercapitalized institutions. o (f) Expedited processing for eligible depository institutions. (g) Standard processing. [67 FR 79247, Dec. 27, 2002, as amended at 78 FR 55470, Sept. 30, 2013; 83 FR 17739, Apr. 24, 2018; 85 FR 3245, Jan. 21, 2020] § 303.242 Exercise of trust powers. (a) Scope. (1) Where a State nonmember bank or State savings association received authority to exercise trust powers from its chartering authority prior to December 1, 1950; or (2) Where the institution continues to conduct trust activities pursuant to authority granted by its chartering authority subsequent to a charter conversion or withdrawal from membership in the Federal Reserve System. (b) Where to file. (c) Content of filing. (d) Additional information. (e) Expedited processing for eligible depository institutions. (f) Standard processing. [83 FR 60337, Nov. 26, 2018] § 303.243 Brokered deposits. (a) Brokered deposit waivers Scope. (2) Where to file. (3) Content of filing. (i) The time period for which the waiver is requested; (ii) A statement of the policy governing the use of brokered deposits in the institution's overall funding and liquidity management program; (iii) The volume, rates, and maturities of the brokered deposits held currently and anticipated during the waiver period sought, including any internal limits placed on the terms, solicitation, and use of brokered deposits; (iv) How brokered deposits are costed and compared to other funding alternatives and how they are used in the institution's lending and investment activities, including a detailed discussion of asset growth plans; (v) Procedures and practices used to solicit brokered deposits, including an identification of the principal sources of such deposits; (vi) Management systems overseeing the solicitation, acceptance, and use of brokered deposits; (vii) A recent consolidated financial statement with balance sheet and income statements; and (viii) The reasons the institution believes its acceptance, renewal, or rollover of brokered deposits would pose no undue risk. (4) Additional information. (5) Expedited processing for eligible depository institutions. (6) Standard processing. (7) Conditions for approval. (i) Be for a fixed period, generally no longer than two years, but may be extended upon refiling; and (ii) May be revoked by the FDIC at any time by written notice to the institution. (b) Primary purpose exception notices and applications Scope. 1 i ii 2 (2) Definitions. (i) Third party 1 i ii 2 (ii) Notice filer 1 i ii (iii) Applicant 2 (3) Notice requirement for designated business exceptions. 1 i ii (i) Contents of notice. (A) 25 percent test (as described in § 337.6(a)(5)(v)(I)(1)(i) of this chapter). 1 ( 2 (B) Enabling transactions test (as described in § 337.6(a)(5)(v)(I)(1)(ii) of this chapter). 1 ( 2 (ii) Additional information for notices. (iii) Additional notice filers. 2 xiv (iv) Subsequent notices. (v) Ongoing requirements for notice filers. the 25 percent test the enabling transactions test (vi) Revocation of primary purpose exception. (A) The third party no longer meets the criteria for a designated exception; (B) The notice or subsequent reporting is inaccurate; or (C) The notice filer fails to submit required reports. (4) Application requirements. 1 (i) For applications for primary purpose exception to enable transactions with fees, interest, or other remuneration provided to the depositor. (A) Contractual evidence on the amount of interest, fees, or other remuneration, being paid on customer accounts; (B) Any marketing materials provided by the third party to insured depository institutions or its customers; (C) The average number of transactions for all customer accounts, and an explanation of how its customers utilize its services for the purpose of making payments and not for the receipt of a deposit placement service or deposit insurance; (D) The percentage of customer funds placed in deposit accounts that are not transaction accounts; (E) A description of any additional third parties that provide assistance with the placement of deposits at insured depository institutions; and (F) Any other information that the FDIC requires to initiate its review and render the application complete. (ii) For applications for primary purpose exception not covered by paragraph (b)(4)(i) of this section. (A) A description of the deposit placement arrangements between the third party and insured depository institutions for the particular business line, including the services provided by any relevant third parties; (B) A description of the particular business line; (C) A description of the primary purpose of the particular business line; (D) The total amount of customer assets under administration by the third party, with respect to the particular business line; (E) The total amount of deposits placed by the third party at all insured depository institutions, including the amounts placed with the applicant, if the applicant is an insured depository institution, with respect to the particular business line. This includes the total amount of term deposits and transactional deposits placed by the third party, but should be exclusive of the amount of brokered CDs, as defined in § 337.6(a)(5)(v)(I)( 3 (F) Revenue generated from the third party's activities related to the placement, or facilitating the placement, of deposits, with respect to the particular business line; (G) Revenue generated from the third party's activities not related to the placement, or facilitating the placement, of deposits, with respect to the particular business line; (H) A description of the marketing activities provided by the third party, with respect to the particular business line; (I) The reasons the third party meets the primary purpose exception; (J) Any other information the applicant deems relevant; and (K) Any other information that the FDIC requires to initiate its review and render the application complete. (iii) Additional information for applications. (iv) Application timing. (B) If an application is submitted that is not complete, the FDIC will, within 45 days of submission, notify the applicant and explain what is needed to render the application complete. (C) The FDIC may extend the 120-day timeframe, if necessary, to complete its review of a complete application, with notice to the applicant, for a maximum of 120 additional days. (v) Application approvals. (A) Submitted under paragraph (b)(4)(i) of this section if the FDIC finds that the third party's marketing materials indicate that the primary purpose of placing customer deposits at insured depository institutions is to enable transactions, and: ( 1 ( 2 (B) Submitted under paragraph (b)(4)(ii) of this section if the FDIC finds that the applicant demonstrates that, with respect to the particular business line under which the third party places or facilitates the placement of deposits, the primary purpose of the third party's business relationship with its customers is a purpose other than the placement or facilitation of the placement of deposits. (vi) Ongoing reporting for applications. (B) Applicants that receive a written approval for the primary purpose exception, shall provide reporting to the FDIC and, in the case of an insured depository institution, to its primary Federal regulator, if required under this section. (vii) Requesting additional information, requiring re-application, imposing additional conditions, and withdrawing approvals. (A) Require additional information from an applicant to ensure that the approval is still appropriate, or for purposes of verifying the accuracy and correctness of the information provided to an insured depository institution or submitted to the FDIC as part of the application under this section; (B) Require the applicant to reapply for approval; (C) Impose additional conditions on an approval; or (D) Withdraw an approval. [86 FR 6787, Jan. 22, 2021, as amended at 91 FR 33070, June 3, 2026] § 303.244 Golden parachute and severance plan payments. (a) Scope. (1) Golden parachute payments. (2) Excess nondiscriminatory severance plan payments. (b) Where to file. (c) Content of filing. (1) The reasons why the applicant seeks to make the payment; (2) An identification of the institution-affiliated party who will receive the payment; (3) A copy of any contract or agreement regarding the subject matter of the filing; (4) The cost of the proposed payment and its impact on the institution's capital and earnings; (5) The reasons why the consent to the payment should be granted; and (6) Certification and documentation as to each of the points cited in § 359.4(a)(4). (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002, as amended at 68 FR 50461, Aug. 21, 2003] § 303.245 Waiver of liability for commonly controlled depository institutions. (a) Scope. (b) Definition. (c) Where to file. (d) Content of filing. (1) The basis for requesting a waiver; (2) The existence of any significant events (e.g., change in control, capital injection, etc.) that may have an impact upon the applicant and/or any potentially liable institution; (3) Current, and if applicable, pro forma financial information regarding the applicant and potentially liable institution(s); and (4) The benefits to the appropriate FDIC insurance fund resulting from the waiver and any related events. (e) Additional information. (f) Processing. (g) Failure to comply with terms of conditional waiver. [67 FR 79247, Dec. 27, 2002, as amended at 71 FR 20526, Apr. 21, 2006] § 303.246 Conversion with diminution of capital. (a) Scope. (b) Where to file. (c) Content of filing. (1) A description of the proposed transaction; (2) A schedule detailing the present and proposed capital structure; and (3) A copy of any documents submitted to the state chartering authority with respect to the charter conversion. (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006] § 303.247 Continue or resume status as an insured institution following termination under section 8 of the FDI Act. (a) Scope. (b) Where to file. (c) Content of filing. (1) A complete statement of the action requested, all relevant facts, and the reason for such requested action; and (2) A certified copy of the resolution of the depository institution's board of directors authorizing submission of the filing. (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006] § 303.248 Truth in Lending Act—Relief from reimbursement. (a) Scope. et seq. (b) Procedures to be followed in filing initial requests for relief. (c) Additional information. (d) Processing. (e) Procedures to be followed in filing requests for reconsideration. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006] § 303.249 Management official interlocks. (a) Scope. (b) Where to file. (c) Content of filing. (1) A description of the proposed interlock; (2) A statement of reason as to why the interlock will not result in a monopoly or a substantial lessening of competition; and (3) If the applicant is seeking an exemption set forth in § 348.6 of this chapter, a description of the particular exemption which is being requested and a statement of reasons as to why the exemption is applicable. (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006; 84 FR 2706, Feb. 8, 2019; 86 FR 8097, Feb. 3, 2021] § 303.250 Modification of conditions. (a) Scope. (b) Where to file. (c) Content of filing. (1) A description of the original approved application; (2) A description of the modification requested; and (3) The reason for the request. (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006] § 303.251 Extension of time. (a) Scope. (b) Where to file. (c) Content of filing. (1) A description of the original approved application; (2) Identification of the original time limitation; (3) The additional time period requested; and (4) The reason for the request. (d) Additional information. (e) Processing. [67 FR 79247, Dec. 27, 2002. Redesignated at 71 FR 20526, Apr. 21, 2006] §§ 303.252-303.259 [Reserved]

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