PART 1091—PROCEDURES FOR SUPERVISORY DESIGNATION PROCEEDINGS Authority: 12 U.S.C. 5512(b)(1), 5514(a)(1)(C), 5514(b)(7). Source: 90 FR 46040, Sept. 25, 2025, unless otherwise noted. Subpart A—General § 1091.100 Scope and purpose. This part sets forth procedures to implement section 1024(a)(1)(C) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Public Law 111-203 (12 U.S.C. 5514(a)(1)(C)) (Dodd-Frank Act), and establishes rules to facilitate the Bureau's supervisory authority over certain nonbank covered persons pursuant to section 1024(b)(7) of the Dodd-Frank Act (12 U.S.C. 5514(b)(7)). § 1091.101 Definitions. For the purposes of this part, the following definitions apply: Bureau Consumer Consumer financial product or service (1) 12 U.S.C. 5481(15) and is offered or provided for use by consumers primarily for personal, family, or household purposes; or (2) Clause (i), (iii), (ix), or (x) of 12 U.S.C. 5481(15)(A) and is delivered, offered, or provided in connection with a consumer financial product or service referred to in paragraph (1) of this definition. Decisional employee (1) Assisting the initiating official in either determining whether to issue a Notice of Reasonable Cause, or presenting the initiating official's position in support of a Notice of Reasonable Cause, either in writing or in a supplemental oral response, to the recommending official; or (2) Assisting the recommending official in the preparation of a recommended determination. Director Executive Secretary Initiating official Nonbank covered person (1) Any person that engages in offering or providing a consumer financial product or service; and (2) Any affiliate of a person described in paragraph (1) of this definition if such affiliate acts as a service provider to such person. Notice of Reasonable Cause and Notice Person Recommending official Respondent Response Subpart B—Determination and Voluntary Consent Procedures § 1091.102 Issuance of Notice of Reasonable Cause. (a) An initiating official is authorized to issue a Notice of Reasonable Cause to a person stating that the Bureau may have reasonable cause to determine that the respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services. (b) A Notice of Reasonable Cause shall be based on: (1) Complaints collected through the system under 12 U.S.C. 5493(b)(3); or (2) Information from other sources. (c) Except as provided in § 1091.111, a Notice of Reasonable Cause shall contain the information set forth in § 1091.103, and be served on respondent as described in § 1091.104. § 1091.103 Contents of Notice. (a) A Notice of Reasonable Cause shall contain the following: (1) A description of the basis for the assertion that the Bureau may have reasonable cause to determine that a respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services, including a summary of the documents, records, or other items relied on by the initiating official to issue a Notice. Such summary will be consistent with the protection of sensitive information, including compliance with Federal privacy law and whistleblower protections; and (2) A statement informing a respondent that: (i) A respondent may file with the recommending official a written response to a Notice of Reasonable Cause no later than 30 days after the Notice is served on the respondent; (ii) The written response shall include the elements addressed in § 1091.105(b); (iii) A respondent may request in its written response to a Notice an opportunity to present a supplemental oral response to the recommending official as set forth in § 1091.106, including its preference that the supplemental oral response be by telephone, by video conference, or in person at the Bureau's headquarters in Washington, DC; (iv) A failure timely to file a response to a Notice shall constitute a waiver of a respondent's right to respond, and may result in a default determination by the Director, based on the Notice, that a respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services and the issuance of a decision and order subjecting a respondent to the Bureau's supervisory authority pursuant to 12 U.S.C. 5514(a)(1)(C); (v) The recommending official shall serve a respondent with a notice of the date and time of a supplemental oral response, if a respondent has requested the opportunity to present a supplemental oral response, within 14 days of the recommending official's receipt of a timely-filed response; (vi) If a respondent has not requested the opportunity to present a supplemental oral response, the recommending official shall, not later than 45 days after receiving a timely-filed response, or not later than 45 days after the service of a Notice of Reasonable Cause when a respondent fails to file a timely response, provide a recommended determination to the Director including either a proposed decision and order subjecting a respondent to the Bureau's supervisory authority pursuant to 12 U.S.C. 5514(a)(1)(C), or a proposed notification that the Bureau has determined not to subject a respondent to the Bureau's supervisory authority at that time, pursuant to § 1091.108; and (vii) In connection with a proceeding under this part, including a petition for termination under § 1091.113, all documents, records or other items submitted by a respondent to the Bureau, all documents prepared by, or on behalf of, or for the use of the Bureau, and any communications between the Bureau and a person, shall be deemed confidential supervisory information under 12 CFR 1070.2(i). (b) A Notice shall be accompanied by a proposed consent agreement under § 1091.110. (c) Nothing in this section shall be construed as requiring the Bureau to produce any documents or other information to a respondent other than as set forth in this section. § 1091.104 Service of Notice. (a) A Notice of Reasonable Cause shall be served on a respondent as follows: (1) To individuals. (2) To corporations or entities. (3) Upon persons registered with the Bureau. (4) Upon persons in a foreign country. (5) Record of service. (6) Waiver of service. (b) The initiating official shall promptly submit a copy of a Notice and a copy of the certificate of service to the recommending official. § 1091.105 Response. (a) Timing. (b) Content of the response. (2) The response shall include all documents, records, or other evidence a respondent wishes to use to support the arguments or assertions set forth in the response. (3) Any request to present a supplemental oral response, including the respondent's preference that the supplemental oral response be by telephone, by video conference, or in person at the Bureau's headquarters in Washington, DC, must be included in the response. A respondent's failure to request to present a supplemental oral response shall constitute a waiver of the opportunity to present a supplemental oral response. (4) A response shall include an affidavit or declaration, made by the individual respondent if a natural person, or, if a corporate or other entity that is not a natural person, by an officer, managing or general member, or partner authorized to represent the respondent, affirming that the response is true and accurate and does not contain any omissions that would cause the response to be materially misleading. (5) Notwithstanding any other provisions of this paragraph (b), a respondent may respond to a Notice of Reasonable Cause by voluntarily consenting to the Bureau's authority to supervise the respondent under 12 U.S.C. 5514 by completing and executing the consent agreement form provided to the respondent with a Notice of Reasonable Cause in accordance with § 1091.103(b). (c) Default. (d) Waiver. (e) No discovery. (f) Reply by initiating official. § 1091.106 Supplemental oral response. (a) A respondent may request in a response under § 1091.105 the opportunity to present to the recommending official a supplemental oral response in support of a respondent's assertion that the respondent is not a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services. (b) The conduct of a supplemental oral response shall be subject to the following procedures: (1) The recommending official will determine whether the supplemental oral response will be by telephone, by video conference, or in person at the Bureau's headquarters in Washington, DC, after considering the preference of the respondent stated in the written response; (2) The recommending official may impose any limitations on the conduct of a supplemental oral response, including but not limited to establishing a time limit for the presentation of a supplemental oral response, and limiting the subjects to be addressed in a supplemental oral response; (3) There shall be no discovery permitted or witnesses called in connection with a supplemental oral response; (4) If a respondent is a corporate or other entity, and not a natural person, the respondent shall be represented in any supplemental oral response by: (i) An officer, managing or general member, or partner authorized to represent the respondent; or (ii) An attorney in good standing of the bar of the highest court of any State. (5) If a respondent is a natural person, the respondent shall be represented in any supplemental oral response by: (i) Himself or herself; or (ii) An attorney in good standing of the bar of the highest court of any State. (6) The recommending official shall cause an audio recording of a supplemental oral response to be made by a court reporter. A respondent may purchase a copy or transcript of the recording at the respondent's own expense. (c) The initiating official may participate in any supplemental oral response conducted under this section. (d) The Associate Director shall serve on a respondent, within 14 days after the Associate Director receives the respondent's timely-filed response requesting a supplemental oral response, a notice setting forth the date, time, and general information relating to the conduct of a supplemental oral response. The date of a supplemental oral response shall be scheduled not less than ten days after the date the respondent is served with the notice of supplemental oral response. (e) The notice of supplemental oral response shall be served on a respondent pursuant to § 1091.107. (f) The recommending official shall send a copy of the notice of supplemental oral response to the initiating official. (g) A respondent's failure to participate in a supplemental oral response scheduled by the recommending official shall constitute the respondent's waiver of the opportunity to present a supplemental oral response. § 1091.107 Manner of filing and serving papers. Unless otherwise specified by the recommending official or Director, a respondent shall file the response and any other paper with the Executive Secretary at the mailing or electronic address provided by the Bureau, and the initiating official, recommending official, and Director shall serve any paper, other than a Notice as set forth in § 1091.104, on a respondent, by: (a) Electronic transmission upon any condition specified by the recommending official or Director; or (b) Any of the following methods if a respondent demonstrates electronic filing is not practicable and the recommending official or Director permits: (1) Personal delivery; (2) Delivery through a reliable commercial courier service or overnight delivery service; or (3) Mailing the papers by U.S. Postal Service First Class, Registered, Certified, or Express Mail. § 1091.108 Recommended determination. (a) If a respondent did not voluntarily consent to the Bureau's supervision authority, and did not request the opportunity to present a supplemental oral response, not later than 45 days after receipt of a timely-filed response, or not later than 45 days after the service of a Notice of Reasonable Cause when a respondent fails to file a timely response, the recommending official shall make a recommended determination whether there is reasonable cause for the Bureau to determine that the respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services which should result in an order subjecting the respondent to the Bureau's authority under 12 U.S.C. 5514(a)(1)(C). (b) If a respondent did request the opportunity to present a supplemental oral response, not later than 90 days after service of a Notice of Reasonable Cause, the recommending official shall make a recommended determination whether there is reasonable cause for the Bureau to determine that the respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services which should result in an order subjecting the respondent to the Bureau's authority under 12 U.S.C. 5514(a)(1)(C). (c) Upon making the recommended determination described in paragraph (a) or (b) of this section, the recommending official shall submit to the Director either: (1) A proposed decision and order that would subject a respondent to the Bureau's supervisory authority pursuant to 12 U.S.C. 5514(a)(1)(C) if adopted by the Director; or (2) A proposed notification that a respondent should not be subjected to the Bureau's supervisory authority under 12 U.S.C. 5514(a)(1)(C) based on the proceedings. Such a notification shall have no precedential effect and shall not prevent the issuance of another Notice of Reasonable Cause pursuant to either § 1091.102, or the procedures set forth in § 1091.111, at any time, or from issuance of a decision and order based on another Notice recommending that a respondent be subject to the Bureau's authority pursuant to either of those sections. (d) Any proposed decision and order issued by the recommending official pursuant to paragraph (c)(1) of this section shall set forth: (1) A statement that the recommending official has preliminarily determined based on reasonable cause that a respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services; (2) The basis for the recommending official's determination; and (3) A proposed order directing that, pursuant to this determination, as of a specified date a respondent shall be subject to the Bureau's supervisory authority under 12 U.S.C. 5514. (e) The recommending official shall include with the recommended determination submitted to the Director copies of the following: (1) The Notice of Reasonable Cause; (2) The record of service of a Notice of Reasonable Cause; (3) A respondent's response and any documents, records, or other items filed with the written response; (4) Any document, record, or other item considered by the recommending official to be material in making a recommended determination; and (5) An audio recording of a supplemental oral response, if a supplemental oral response was conducted, and/or a transcript if a transcript was prepared at a respondent's request or if requested by the Director. (f) The requirement that the recommending official provide to the Director the items described in paragraph (e) of this section shall confer no substantive rights on a respondent and any omission of an item may be cured by the recommending official to the extent applicable. (g) Supplemental briefing. § 1091.109 Determination by the Director. (a) Not later than 45 days after receipt of the recommending official's recommended determination, the Director shall, after considering the recommended determination and all documents, records, and other items submitted therewith by the recommending official, make a determination either adopting without revision, modifying, or rejecting the recommended determination, and shall issue to respondent, with copies to the recommending official and the initiating official: (1) A decision and order subjecting the respondent to the Bureau's supervisory authority pursuant to 12 U.S.C. 5514(a)(1)(C); or (2) A notification that the Director has determined that the respondent is not subject to the Bureau's supervisory authority under 12 U.S.C. 5514(a)(1)(C) as a result of the proceedings. Such notification shall have no precedential effect and shall not prevent the issuance of another Notice of Reasonable Cause pursuant to either § 1091.102, or the procedures set forth in § 1091.111, at any time, or the issuance of an order based on another Notice subjecting the respondent to the Bureau's authority pursuant to either of those sections. (b) Any decision and order issued by the Director pursuant to paragraph (a)(1) of this section shall include: (1) A statement that the Director adopts the recommending official's proposed decision and order without revision as the Director's decision and order, or that the Director rejects or modifies the recommending official's proposed determination for reasons set forth by the Director; (2) A statement that the Director has determined that the Bureau has reasonable cause to determine that a respondent is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services; (3) The basis for the Director's determination, which may be an adoption of the basis set forth in the recommending official's proposed decision; (4) An order directing that, pursuant to this determination, as of a specified date a respondent shall be subject to the Bureau's supervisory authority under 12 U.S.C. 5514 and informing a respondent that the respondent may petition for termination of the Bureau's supervisory authority no sooner than two years from the date of the order, and no more than annually thereafter; and (5) A copy of the recommended determination issued by the recommending official. (c) Only decisional employees may advise and assist the Director in the consideration and disposition of a proceeding under this part. (d) A decision and order issued pursuant to paragraph (a)(1) of this section shall constitute final agency action under 5 U.S.C. 704. (e) Any item required to be served on a respondent under this section shall be served pursuant to § 1091.107. (f) The Director may, at any time before making a determination, request that the respondent and initiating official provide any supplemental briefing that the Director considers appropriate. § 1091.110 Voluntary consent to Bureau's authority. (a) At any time, a person and the initiating official may enter into a consent agreement by which the person voluntarily consents to the Bureau's supervisory authority under 12 U.S.C. 5514. The consent agreement shall constitute an order authorized by 12 U.S.C. 5514(a)(1)(C). (b) A consent agreement under this section does not constitute an admission that a person is a nonbank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services. (c) A consent agreement may specify a period of time that the person will be subject to the Bureau's authority under 12 U.S.C. 5514. If the consent agreement specifies a period of time, it shall not be eligible for a petition for termination pursuant to § 1091.113. If the consent agreement does not specify a period of time, the consent agreement will continue until terminated pursuant to § 1091.113. (d) A consent agreement under this section shall state that the person waives any right to judicial review of the consent agreement. (e) The initiating official encloses a proposed consent agreement with the Notice of Reasonable Cause under § 1091.103(b). § 1091.111 Notice and response included in adjudication proceeding otherwise brought by the Bureau. (a) Notwithstanding §§ 1091.102 through 1091.106, the Bureau may, in its discretion, provide the notice and opportunity to respond required by 12 U.S.C. 5514(a)(1)(C) in a notice of charges otherwise brought by the Bureau pursuant to 12 CFR 1081.200 and the adjudication proceedings pursuant to part 1081. Also, a person may agree to submit to the Bureau's supervisory authority under 12 U.S.C. 5514(a)(1)(C) as part of a consent order entered into in connection with an adjudication proceeding or civil action. (b) If the Bureau chooses to proceed in the manner described in paragraph (a) of this section, it shall so indicate in the notice of charges, and any order of the Director resulting from the notice of charges shall constitute the order referred to in 12 U.S.C. 5514(a)(1)(C). (c) If the Bureau proceeds pursuant to paragraph (a) of this section, the provisions of §§ 1091.101 through 1091.110, and §§ 1091.113 through 1091.115 will be inapplicable to such proceeding. § 1091.112 No limitation on relief sought in civil action or administrative adjudication. Nothing in this part shall be construed to limit the relief the Bureau may seek in any civil action or administrative adjudication, including but not limited to, seeking an order to have a person deemed subject to the Bureau's supervisory authority under 12 U.S.C. 5514, including for the reasons set forth in 12 U.S.C. 5514(a)(1)(C). Subpart C—Post-Determination Procedures § 1091.113 Petition for termination of order. (a) Any person subject to an order issued pursuant to § 1091.109(a)(1) may, no sooner than two years after issuance of such an order and no more frequently than annually thereafter, petition the Director for termination of the order. (b) A petition for termination submitted pursuant to paragraph (a) of this section shall set forth the reasons supporting termination of the order, including any actions taken by a respondent since issuance of the order to address the conduct that led to issuance of the order, and may include any supporting information or evidence that the petitioner believes is relevant to the Director's determination of the matter. (c) A petition for termination shall be filed by the petitioner with the Executive Secretary at the mailing or electronic address provided by the Bureau. (d) The Director shall, promptly upon receipt of a petition for termination, send a copy of the same to the initiating official. (1) The initiating official may, within 30 days of his or her receipt of a copy of a petition for termination, file with the Director a response to the petition stating whether the initiating official recommends that the order be terminated, or modified, or that the petition for termination be denied and the basis for such recommendation. (2) The initiating official shall serve a copy of the response to a petition for termination on the petitioner pursuant to § 1091.107 at the time of filing it with the Director. (e) Not later than 90 days after submission of a petition under paragraph (a) of this section, the Director shall issue a written decision either terminating or modifying the order, or denying the petition. If the Director modifies the order or denies the petition, the Director shall explain the basis for his or her decision with respect to the petition and send the written decision to the petitioner and the initiating official. (1) The Director shall serve the written decision on a petition for termination of order on a respondent pursuant to § 1091.107. (2) The Director shall send a copy of the written decision on a petition for termination of order to the recommending official and initiating official promptly upon issuing the written decision. (3) The decision of the Director made pursuant to this paragraph (e) shall constitute final agency action under 5 U.S.C. 704. Subpart D—Time Limits and Deadlines § 1091.114 Construction of time limits. (a) General rule. (b) Filing or service of papers. (1) In the case of personal service or same day commercial courier delivery, upon actual receipt by the person served; (2) In the case of overnight commercial delivery service, U.S. Postal Service Express Mail delivery, or First Class, Registered, or Certified Mail, upon deposit in or delivery to an appropriate point of collection; or (3) In the case of electronic transmission, including email, upon transmission. (c) Calculation of time for service and filing of responsive papers. (1) If service is made by U.S. Postal Service First Class, Registered, or Certified Mail, add three calendar days to the prescribed period; (2) If service is made by Express Mail or overnight delivery service, add one calendar day to the prescribed period; or (3) If service is made by electronic transmission, add one calendar day to the prescribed period. § 1091.115 Change of time limits and confidentiality of proceedings. (a) Except as otherwise provided by law, the recommending official until the issuance of a recommended determination, or the Director at any time thereafter, at their respective discretion, may extend the time limits prescribed by this part or by any notice or order issued pursuant to this part. Any request for an extension of a time limit by a respondent must be for good cause shown, in writing, and filed with the recommending official or Director, as appropriate. The mere filing of a written request for an extension does not alleviate a respondent of the obligation to meet an applicable time limit absent written confirmation that an extension has been granted. (b) Deadlines for action by the initiating official, recommending official, or the Director established in this part confer no substantive rights on respondents. (c) In connection with a proceeding under this part, including a petition for termination under § 1091.113, all documents, records or other items submitted by a respondent to the Bureau, all documents prepared by, or on behalf of, or for the use of the Bureau, and any communications between the Bureau and a person, shall be deemed confidential supervisory information under 12 CFR 1070.2(i).