Prior approval of Board as necessary; exceptions; disposition, time extension; subsequent approval or disposition upon disapproval
Application for approval; notice to Comptroller of Currency or State authority; views and recommendations; disapproval; hearing; order of Board; nonaction deemed grant of application; procedure in emergencies or probable failures requiring immediate Board action and orders
Notice and hearing requirements
2
Waiver in case of bank in danger of closing
3
Factors for consideration by Board
Competitive factors
Banking and community factors
In every case, the Board shall take into consideration the financial and managerial resources and future prospects of the company or companies and the banks concerned, and the convenience and needs of the community to be served.
Supervisory factors
Treatment of certain bank stock loans
Notwithstanding any other provision of law, the Board shall not follow any practice or policy in the consideration of any application for the formation of a one-bank holding company if following such practice or policy would result in the rejection of such application solely because the transaction to form such one-bank holding company involves a bank stock loan which is for a period of not more than twenty-five years. The previous sentence shall not be construed to prohibit the Board from rejecting any application solely because the other financial arrangements are considered unsatisfactory. The Board shall consider transactions involving bank stock loans for the formation of a one-bank holding company having a maturity of twelve years or more on a case by case basis and no such transaction shall be approved if the Board believes the safety or soundness of the bank may be jeopardized.
Managerial resources
Consideration of the managerial resources of a company or bank under paragraph (2) shall include consideration of the competence, experience, and integrity of the officers, directors, and principal shareholders of the company or bank.
Money laundering
In every case, the Board shall take into consideration the effectiveness of the company or companies in combatting money laundering activities, including in overseas branches.
Financial stability
In every case, the Board shall take into consideration the extent to which a proposed acquisition, merger, or consolidation would result in greater or more concentrated risks to the stability of the United States banking or financial system.
Interstate banking
Approvals authorized
Acquisition of banks
The Board may approve an application under this section by a bank holding company that is well capitalized and well managed to acquire control of, or acquire all or substantially all of the assets of, a bank located in a State other than the home State of such bank holding company, without regard to whether such transaction is prohibited under the law of any State.
Preservation of State age laws
In general
Notwithstanding subparagraph (A), the Board may not approve an application pursuant to such subparagraph that would have the effect of permitting an out-of-State bank holding company to acquire a bank in a host State that has not been in existence for the minimum period of time, if any, specified in the statutory law of the host State.
Special rule for State age laws specifying a period of more than 5 years
Notwithstanding clause (i), the Board may approve, pursuant to subparagraph (A), the acquisition of a bank that has been in existence for at least 5 years without regard to any longer minimum period of time specified in a statutory law of the host State.
Shell banks
For purposes of this subsection, a bank that has been chartered solely for the purpose of, and does not open for business prior to, acquiring control of, or acquiring all or substantially all of the assets of, an existing bank shall be deemed to have been in existence for the same period of time as the bank to be acquired.
Effect on State contingency laws
Concentration limits
Nationwide concentration limits
The Board may not approve an application pursuant to paragraph (1)(A) if the applicant (including all insured depository institutions which are affiliates of the applicant) controls, or upon consummation of the acquisition for which such application is filed would control, more than 10 percent of the total amount of deposits of insured depository institutions in the United States.
Statewide concentration limits other than with respect to initial entries
Effectiveness of State deposit caps
No provision of this subsection shall be construed as affecting the authority of any State to limit, by statute, regulation, or order, the percentage of the total amount of deposits of insured depository institutions in the State which may be held or controlled by any bank or bank holding company (including all insured depository institutions which are affiliates of the bank or bank holding company) to the extent the application of such limitation does not discriminate against out-of-State banks, out-of-State bank holding companies, or subsidiaries of such banks or holding companies.
Exceptions to subparagraph (B)
“Deposit” defined
lFor purposes of this paragraph, the term “deposit” has the same meaning as in section 1813() of this title.
Community reinvestment compliance
Applicability of antitrust laws
Exception for banks in default or in danger of default
Insured depository institution
section 1813 of this titleEvery bank that is a holding company and every bank that is a subsidiary of such a company shall become and remain an insured depository institution as defined in .
[Repealed]
Mutual bank holding company
Establishment
Notwithstanding any provision of Federal law other than this chapter, a savings bank or cooperative bank operating in mutual form may reorganize so as to form a holding company.
Regulations
A bank holding company organized as a mutual holding company shall be regulated on terms, and shall be subject to limitations, comparable to those applicable to any other bank holding company.
May 9, 1956, ch. 240, § 370 Stat. 134Pub. L. 89–485, § 780 Stat. 237Pub. L. 91–607, title I, § 10284 Stat. 1763Pub. L. 95–188, title III91 Stat. 1388Pub. L. 96–221, title VII94 Stat. 189Pub. L. 97–320, title I96 Stat. 1479Pub. L. 100–86, title I101 Stat. 561Pub. L. 101–73, title VI, § 602(b)103 Stat. 409Pub. L. 102–242, title II105 Stat. 2290Pub. L. 103–325, title III108 Stat. 2224Pub. L. 103–328, title I, § 101(a)108 Stat. 2339Pub. L. 106–102, title I113 Stat. 1359Pub. L. 107–56, title III, § 327(a)(1)115 Stat. 318Pub. L. 108–386, § 8(c)(2)118 Stat. 2232Pub. L. 109–173, § 9(h)(2)119 Stat. 3618Pub. L. 111–203, title VI124 Stat. 1601(, ; , , ; , , ; , §§ 301(a), 302, , , 1389; , §§ 712(b), (c), 713, , , 190; , §§ 118(c), 141(a)(4), title IV, § 404(d)(2), , , 1489, 1512; , §§ 101(d), 107(b), title V, §§ 502(h)(1), 509(a), , , 579, 628, 635; , , ; , §§ 202(d), 210, , , 2298; , §§ 319(a), 322(c)(1), , , 2227; , , ; , §§ 105, 118, , , 1373; , , ; , , ; , , ; , §§ 604(d), 607(a), , , 1607.)
Editorial Notes
References in Text
Section 1823(f)(8)(D) of this titlePub. L. 101–73, title II, § 217(5)(H)103 Stat. 257, referred to in subsec. (b)(2), which defined “bank in danger of closing”, was repealed by , , .
Amendments
Pub. L. 111–203, § 604(d)2010—Subsec. (c)(7). , added par. (7).
Pub. L. 111–203, § 607(a)Subsec. (d)(1)(A). , substituted “well capitalized and well managed” for “adequately capitalized and adequately managed”.
Pub. L. 109–1732006—Subsec. (d)(1)(D)(iii). substituted “Deposit Insurance Fund” for “appropriate deposit insurance fund”.
Pub. L. 108–3862004—Subsec. (b)(1). struck out “or a District bank” after “national banking association” in first sentence.
Pub. L. 107–562001—Subsec. (c)(6). added par. (6).
Pub. L. 106–102, § 1181999—Subsec. (f). , amended subsec. (f) generally, substituting “(f) [Repealed].” for provisions relating to authorized activities of qualified savings banks which are subsidiaries of bank holding companies.
Pub. L. 106–102, § 105Subsec. (g)(2). , amended heading and text of par. (2) generally. Prior to amendment, text read as follows: “A corporation organized as a holding company under this subsection shall be regulated on the same terms and be subject to the same limitations as any other holding company which controls a savings bank.”
Pub. L. 103–325, § 319(a)1994—Subsec. (a). , substituted “(B)” for “or (B)” and added subpar. (C).
Pub. L. 103–328section 1823(f) of this titleSubsec. (d). amended subsec. (d) generally. Prior to amendment, subsec. (d) read as follows: “Notwithstanding any other provision of this section, no application (except an application filed as a result of a transaction authorized under ) shall be approved under this section which will permit any bank holding company or any subsidiary thereof to acquire, directly or indirectly, any voting shares of, interest in, or all or substantially all of the assets of any additional bank located outside the State in which the operations of such bank holding company’s banking subsidiaries were principally conducted on , or the date on which such company became a bank holding company, whichever is later, unless the acquisition of such shares or assets of a State bank by an out-of-State bank holding company is specifically authorized by the statute laws of the State in which such bank is located, by language to that effect and not merely by implication. For the purposes of this section, the State in which the operations of a bank holding company’s subsidiaries are principally conducted is that State in which total deposits of all such banking subsidiaries are largest.”
Pub. L. 103–325, § 322(c)(1)section 1841(c) of this titleSubsec. (e). , struck out after first sentence “This subsection does not apply to a bank described in the last sentence of .”
Pub. L. 102–242, § 202(d)1991—Subsec. (c). , inserted heading, inserted par. (1) designation and heading, redesignated former pars. (1) and (2) as subpars. (A) and (B), respectively, inserted par. (2) designation and heading, added par. (3), and inserted par. (4) designation and heading.
Pub. L. 102–242, § 210Subsec. (c)(5). , added par. (5).
Pub. L. 101–73section 1813 of this titlesection 1813(h) of this titlesection 1813(h) of this title1989—Subsec. (e). , which directed the substitution of “an insured depository institution as defined in ” for “an insured bank as defined in ”, was executed by making the substitution for “an insured bank as such term is defined in ”, as the probable intent of Congress.
Pub. L. 100–86, § 509(a)Pub. L. 97–320, § 1411987—, repealed . See 1982 Amendment note below.
Pub. L. 100–86, § 502(h)(1)Subsec. (b). , designated existing provisions as par. (1) and added par. (2).
Pub. L. 100–86, § 101(d)Subsec. (f). , added subsec. (f).
Pub. L. 100–86, § 107(b)Subsec. (g). , added subsec. (g).
Pub. L. 97–320, § 118(c)section 1823(f) of this title1982—Subsec. (d). , inserted “(except an application filed as a result of a transaction authorized under )” after “no application”.
Pub. L. 97–320, § 141(a)(4)section 118 of Pub. L. 97–320Pub. L. 100–86, § 509(a)Pub. L. 97–320section 1464 of this title, which directed that, effective , the provisions of law amended by shall be amended to read as they would without such amendment, was repealed by . See Effective and Termination Dates of 1982 Amendment note and Extension of Emergency Acquisition and Net Worth Guarantee Provisions of note set out under .
Pub. L. 97–320, § 404(d)(2)section 1841(c) of this titleSubsec. (e). , inserted “This subsection does not apply to a bank described in the last sentence of .”
Pub. L. 96–221, § 7131980—Subsec. (c). , inserted provisions relating to applications for the formation of one-bank holding companies.
Pub. L. 96–221, § 712(b)Subsec. (d). , (c), temporarily designated existing provisions as par. (1) and added par. (2). See Termination Date of 1980 Amendment note set out below.
Pub. L. 95–188, § 301(a)1977—Subsec. (a). , authorized the Board to extend the time for disposition of acquired shares for not more than one year at a time and three years in the aggregate.
Pub. L. 95–188, § 302Subsec. (b). , inserted provision for alternative submission of views and recommendations within ten calendar days of the date on which notice is given if the Board advises the appropriate supervisory authority that an emergency exists requiring expeditious action, substituted “shall, by order,” for “shall by order” and inserted provisions respecting procedure in emergencies or probable failures requiring immediate Board action and orders.
Pub. L. 91–607, § 102(1)1970—Subsec. (a). , inserted provision deeming acquisition of bank shares after , as not being in good faith in a fiduciary capacity if acquiring bank or company has sole discretionary authority to exercise voting rights with respect thereto, and provision for subsequent approval of retention of acquired shares upon application filed within 90 days of acquisition and disposition of shares or sole discretionary voting rights within two years after order in an event of disapproval.
Pub. L. 91–607, § 102(2)Subsec. (b). , inserted provision deeming an application for approval as granted where Board has not acted on application within 91 day period beginning on date of submission to Board of complete record on application.
Pub. L. 91–607, § 102(3)Subsec. (e). , added subsec. (e).
Pub. L. 89–485, § 7(a)section 1841(b) of this titlesection 1841(g) of this title1966—Subsec. (a). , (b), expanded the list of acts requiring prior approval of the Board by including therein any action that causes a bank to become a subsidiary of a bank holding company and substituted provisions excepting shares that are held under a trust that constitutes a company as defined in and excepting shares as provided in pars. (2) and (3) of from the effect of the clause lifting the requirements of prior Board approved in the case of shares acquired by a bank in good faith in a fiduciary capacity for provisions excepting shares held for the benefit of the shareholders of a bank from the effect of the clause.
Pub. L. 89–485, § 7(c)Subsec. (c). , inserted provision prohibiting any acquisition, merger, or consolidation that would result in a monopoly or would further any combination or conspiracy to monopolize the banking business in any part of the United States or would substantially lessen competition or in any manner be in restraint of trade unless the public interest clearly outweighed the anticompetitive effects and substituted provisions requiring the Board to take into consideration the financial and managerial resources and future prospects of the company or bank concerned and the convenience and needs of the community to be served for provisions requiring the Board to take into consideration the financial history of the company or bank concerned, its prospects, the character of its management, the needs of the community, and the public interest.
Pub. L. 89–485, § 7(d)Subsec. (d). , substituted provisions restricting expansion to state in which the operations of the bank holding company’s banking subsidiaries were principally conducted, defined, as that state in which total deposits of all such banking subsidiaries were largest, on , or the date on which the company became a bank holding company, whichever is later, for provisions restricting expansion to state in which the holding company maintains its principal office and place of business or in which it conducts its principal operations.
Statutory Notes and Related Subsidiaries
Effective Date of 2010 Amendment
section 604(d) of Pub. L. 111–203section 604(j) of Pub. L. 111–203section 1462 of this titleAmendment by effective on the transfer date, see , set out as a note under .
section 607(a) of Pub. L. 111–203section 607(c) of Pub. L. 111–203section 1831u of this titleAmendment by effective on the transfer date, see , set out as a note under .
Effective Date of 2006 Amendment
Pub. L. 109–173section 9(j) of Pub. L. 109–173section 24 of this titleAmendment by effective , see , set out as a note under .
Effective Date of 2004 Amendment
Pub. L. 108–386Pub. L. 108–386section 321 of this titleAmendment by effective , and, except as otherwise provided, applicable with respect to fiscal year 2005 and each succeeding fiscal year, see sections 8(i) and 9 of , set out as notes under .
Effective Date of 2001 Amendment
Pub. L. 107–56, title III, § 327(a)(2)115 Stat. 319Pub. L. 108–458, title VI, § 6202(i)118 Stat. 3746
Effective Date of 1999 Amendment
Pub. L. 106–102section 161 of Pub. L. 106–102section 24 of this titleAmendment by effective 120 days after , see , set out as a note under .
Effective Date of 1994 Amendment
Pub. L. 103–328section 101(e) of Pub. L. 103–328section 1828 of this titleAmendment by effective at end of 1-year period beginning on , see , set out as a note under .
Termination Date of 1980 Amendment
Pub. L. 96–221section 712(c) of Pub. L. 96–221section 27 of this titleAmendment by repealed on , see , set out as a note under .
Pub. L. 97–320Extension of Emergency Acquisition and Net Worth Guarantee Provisions of
section 141(a) of Pub. L. 97–320section 1464 of this titlesection 509(c) of Pub. L. 100–86section 1464 of this titleNo amendment made by , set out as a note under , as in effect before , to any other provision of law to be deemed to have taken effect before such date and any such provision of law to be in effect as if no such amendment had been made before such date, see , set out as a note under .
section 141(a) of Pub. L. 97–320section 1464 of this titlesection 1(c) of Pub. L. 99–452section 1464 of this titleNo amendment made by , set out as a note under , as in effect on the day before , to any other provision of law to be deemed to have taken effect before such date and any such provision of law to be in effect as if no such amendment had taken effect before such date, see , set out as a note under .
Section 141(a) of Pub. L. 97–320section 1464 of this titlePub. L. 97–320section 1(c) of Pub. L. 99–400section 1464 of this title, set out as a note under , as in effect on the day after , applicable as if included in on , with no amendment made by such section to any other provision of law to be deemed to have taken effect before , and any such provision of law to be in effect as if no such amendment had taken effect before , see , set out as a note under .