Changes in Corporate Title and Address

Changes of Corporate
Title and Address

Comptroller’s Licensing Manual

Washington, DC
September 2002

Changes of Corporate
Title and Address

Table of Contents

Introduction
Change of Address
Change of Corporate Title
Procedures
Title Change
Address Change
References

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Introduction
The OCC requires national banks to notify it of changes to their corporate
titles or addresses. The OCC allows national banks to submit an after-the-fact
notice according to 12 CFR 5.42 and 5.52.
A national bank must notify the OCC of a change to its corporate title and to
its main office address or post office box. (No additional notice is required if
a change in address results from another type of corporate filing or
notification to the OCC.) The notice should include the old and the new title
or address and the effective date of the change.

Change of Address
A change in address does not involve an actual change in the physical
location of the bank. The address change is usually the result of renaming of
a town; street renumbering or renaming; mail box, drawer, or mail stop
changes, ZIP code changes by the U.S. Postal Service; or a desire by bank
management to have mail sent to a location other than its physical one. If the
physical location of the main office of a bank will change, consult the
”Branches and Relocations” booklet and refer to 12 USC 30 and
12 CFR 5.40.

Change of Corporate Title
Twelve USC 30 requires a new corporate title to include the word “national.”
Abbreviations of the word “national,” such as N.A., for national association,
are not acceptable in the bank’s Articles of Association. The choice of a title
is primarily a business decision. To the extent necessary, the bank should
inform customers that the change affects only the bank’s title, and that FDIC
insurance is not changed.
A bank that wants to protect its proprietary interest in its corporate title may
wish to consult legal counsel to determine whether protection is available
under state or federal law. Furthermore, a bank may wish to seek legal
counsel prior to a title change to determine whether a proposed title could be
challenged. A change of corporate title is considered a management
decision, and prior OCC approval is not required. A national bank that
wishes to operate under a name other than its official corporate title should
refer to the “General Policies and Procedures” booklet.
Most national banks have their titles specified in their Articles of Association.
In those instances, the approving vote of a majority of voting shares is
necessary to amend the bank’s Articles of Association to change a corporate
title. The amendment must be drafted according to the procedures of 12 USC
21a, governing amendments to Articles of Association.
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Procedures: Title Change
Filing the Notification
Licensing Staff
1. Refers a bank that requests instructions to this booklet of the Comptroller’s
Licensing Manual.

Bank Shareholders
2. Approves by a majority shareholder vote amendments in the Articles of
Association to change the corporate title, if the bank’s title is specified in
the Articles of Association.

Bank
3. Submits to the appropriate licensing manager, promptly after the effective
date, a written notice of the change of corporate title, including the old
and new titles and the effective date of the change. If the Articles of
Association were amended, submits a copy of the amendment with
certification of shareholder approval.

Processing the Notification
Licensing Staff
4. Establishes an official file that contains all original documents.
5. Sends a letter to the bank acknowledging receipt of the written notice of
the change of corporate title.
6. Makes appropriate Corporate Activities Information System (CAIS) entries.

Close Out
7. Sends the official file to Central Records.

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Procedures: Address Change
Filing the Notification
Licensing Staff
1. Refers a bank that requests instructions to this booklet of the Comptroller’s
Licensing Manual.

Bank
2. Submits to the appropriate licensing manager, promptly after the effective
date, a written notice of a change in the address of its main office or post
office box, including the effective date of the change.

Processing the Notification
Licensing Staff
3. Establishes an official file that contains all original documents.
4. Sends a letter to the bank acknowledging receipt of the written notice of
the change of address.
5. Makes appropriate CAIS entries.

Close Out
6. Sends official file to Central Records.

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References
Amendments to Articles of Association
Law
12 USC 21a
Change of Address
Laws
Regulation

12 USC 93a, 161, 481
12 CFR 5.52

Change of Name
Law
Regulation

12 USC 30
12 CFR 5.42

Effect of Change of Name
Law

12 USC 31

Organization Certificate
Law

12 USC 22

Use of Certain Words Prohibited
Law
18 USC 709

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