Federal Branches and Agencies

Federal Branches and
Agencies
Entry/Expansionary Activities/Other Changes and Activities

Comptroller’s Corporate Manual

Washington, DC
December 1999

Federal Branches and
Agencies
Overview

Table of Contents
1
2
2
2
3
3
5

Background
General
National Treatment
Statutory Framework
Activities Requiring Notice or Approval
Exceptions to Rules of General Applicability

Definitions

7

Initial and Additional Establishments
Introduction
Applicability
Key Policies
General
Additional Branches and Agencies
Summary of Process
General
Prefiling Discussions
Application Filing, Processing, and Decision
Opening a Federal Branch or Agency
Revocation of Preliminary Approval
Specific Requirements
Identification of Management Team
Field Investigations
Fiduciary Powers
Documents
Application Instructions
Application to Establish an Initial/Additional Federal
Branch or Agency
Sample Public Notice
Financial Data
Cover Letter for Initial/Additional Establishment Application
Procedures
Prefiling Meeting
Processing
Field Investigation

11
11
11
11
11
11
11
11
12
12
13
13
14
14
14
14
16
16

Acquisitions
Introduction
Applicability
Key Policies

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19
30
31
37
38
38
40

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General
Decision Criteria
Summary of Process
General
Prefiling Discussions
Publication Requirements
Streamlined Applications
Specific Requirements
Fiduciary Powers
Bank Merger Act (BMA) Applicability
Community Reinvestment Act
Other
Documents
Request for After-the-Fact Approval
Application Instructions
Application to Acquire a Federal Branch or Agency
Sample Public Notice
Application Cover Letter
Procedures
Change of Status
Introduction
Applicability
Key Policies
General
State- to-Federal License Conversion
Expansion of Activities
Contraction of Activities
Decision Criteria
Summary of Process
State-to-Federal License Conversion
Expansion of Activities
Contraction of Activities
Expedited Review
Standard Review
Specific Requirements
Plans
Background Investigations
Fiduciary Powers
Field Investigation
Capital Equivalency Deposit (CED)
Other

75
75
75
75
75
75
76
76
76
78
78
78
79
79
79
79
79
80
80
80
81
81

Documents
Application for a Change of Status of an Office of a

Federal Branches and Agencies

iv

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53
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54
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55
56
58
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Foreign Bank
Application Cover Letter (State-to-Federal License)
Application Cover Letter (Expansion of Activities)
Notice of Contraction of Activities
Procedures
Conversions
Expansion of Activities
Field Investigation
Contraction of Activities

82
89
91
92
93
93
99
103
106

Relocations
Introduction
Applicability
Key Policies
General
Decision Criteria
Standard Requirements
Special Conditions
Summary of Process
Expedited Review
Short Distance Relocations
Standard Review
Specific Requirements
General Publication Requirements
State Law Considerations
National Historic Preservation Act (NHPA) and
National Environmental Policy Act (NEPA)
Documents
Federal Branch and Agency Relocation Application
Sample Public Notice
Cover Letter for Relocation Application
Notice of Effective Date for Relocation
Procedures

109
109
109
109
109
109
110
110
110
110
111
111
111
111
111

Fiduciary Powers
Introduction
Applicability
Key Policies
General
Decision Criteria
Summary of Process
Expedited Review
Timing of Decision
Commencement of Activity
Surrender or Revocation of Fiduciary Powers
Surrender
Revocation

125
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125
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126
126
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Documents
Application Letter—Fiduciary Powers
Fiduciary Operating Plan—Instructions
Notice of Commencement of Fiduciary Activities
Senior Management Resolution on
Surrender of Fiduciary Powers
Procedures
New Powers
Surrender

129
129
131
132
133
134
134
138

Voluntary Liquidation
Introduction
Background
Applicability
Key Policies
Summary of Process
Specific Requirements
Expedited Liquidation
Standard Voluntary Liquidation
Capital Equivalency Deposit (CED)
Disposition of Assets
Examinations or Field Investigations
Fiduciary Responsibilities
Liquidating Agent
Offshore Shell Branches
Loan Production Offices
Public Notice
Reports
Other
Documents
Notice Letter—Standard Voluntary Liquidation
Resolution to Voluntarily Liquidate
Public Notice of Voluntary Liquidation
Liquidation—Interim Progress Report
Liquidation—Final Report
Procedures

139
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142
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145
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148
151
152

Capital Equivalency Deposit
Introduction
Applicability
Key Policies
Summary of Process
Establishment of a CED
Change of Depository Bank
Exchanges to the Account

157
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Reduction of CED Account Balance
Closing of Account
Specific Requirements
Account Statements
Processing of Requests
Documents
Capital Equivalency Deposit Agreement
Request to Change Depository Bank
Request for Reduction in CED Account Balance
Procedures
Establish
Reduction

159
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160
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160
161
161
165
166
167
167
169

Other Changes in Activities or Operations
Introduction
Applicability
Summary of Process
Specific Requirements
Change in Corporate Title
Change in Home State Designation
Change in Mailing Address
Change in Control
Conversion to State-Licensed Operation
Documents
Notice of Change in Activities or Operations
Cover Letter for a Change in Control
Senior Management Resolution on
Conversion of a Federal Branch or Agency to
a State-Licensed Operation of a Foreign Bank
Procedures
Change in Corporate Title, Mailing Address, or Home
State Designation
Change in Control
Conversion to State-Licensed Operation

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References

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Federal Branches and
Agencies

Overview

This booklet of the Comptroller’s Corporate Manual (manual) consolidates the
Office of the Comptroller of the Currency’s (OCC) policies, procedures, and
relevant filing documents to facilitate the corporate activities of the federally
licensed offices of foreign banks — federal branches, limited federal branches,
and federal agencies. Throughout this booklet, references to federal branches
and agencies also include limited federal branches, unless otherwise noted.
The booklet:
C

Provides a general background on legislative developments in recent
years that have affected the corporate activities of foreign banks in the
U.S.

C

Outlines specific corporate activities of foreign banks that require
approval by or notice to the OCC and provides specific filing guidance.

C

Specifies filings that may receive expedited review and describes criteria
for an eligible filer and a streamlined submission process.

The specific corporate activities covered in this booklet are:
C

Establishment of an initial or additional federal branch or agency.

C

Acquisition by merger, consolidation, or similar transaction involving a
foreign bank that has federally licensed offices.

C

A change in the status (see Definitions section for a complete definition
of this term) of an existing foreign bank’s U.S. office, including a
conversion from state to federal license.

C

Relocation of a federal branch or agency.

C

Fiduciary powers.

C

Voluntary liquidation.

C

Capital Equivalency Deposits.

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C

Other changes in activities or operations.

Foreign banks seeking or considering federal branch activities not specifically
addressed in this booklet (e.g., operating subsidiary) are encouraged to contact
the International Banking and Finance (IBF) division of the OCC to discuss their
plans. Based upon those discussions, the OCC will advise the foreign bank
whether it should send a written proposal to the OCC for consideration.
Each section in this booklet contains an introduction, key policies, a summary
of the process and specific requirements, sample documents, and procedures.
Additionally, a Definitions section follows this Overview, and a Legal
References section can be found at the end of the booklet.
Users of this booklet also should refer to the following booklets of the manual,
as applicable:
C

”General Policies and Procedures” (GPP) booklet for a discussion of
general filing instructions and procedures.

C

”Public Involvement” for guidance on publishing a notice of an
application, and, if applicable, procedures for responding to comments
and hearings.

C

”Background Investigations” for guidance on biographical and financial
reports.

Background
General
Twelve CFR 5 and 28 contain the procedural and substantive rules governing
the corporate activities of federal branches and agencies. As revised in 1996,
12 CFR 28 updates banking regulations found previously in 12 CFR 20 and 28
and implements provisions of the Foreign Bank Supervisory Enhancement Act of
1991 (FBSEA) and the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (Riegle-Neal Act), and the Economic Growth and Regulatory
Paperwork Reduction Act of 1996, as they relate to federal branches and
agencies of foreign banks.

National Treatment
Except as otherwise provided by the International Banking Act of 1978 (IBA),
other federal laws or regulations, or OCC policy, a federal branch or agency

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generally is authorized to operate under the same rights and privileges and
subject to the same duties, restrictions, penalties, liabilities, conditions and
limitations that apply to a national bank in the same location. Consequently,
the OCC’s corporate activities, policies, procedures, and regulations relevant to
national banks generally are applicable to federal branches and agencies, unless
the OCC has provided otherwise.

Statutory Framework
The IBA establishes a federal licensing option to allow foreign banks to
establish federal branches or federal agencies.
The IBA, as amended, requires foreign banks seeking to establish or expand
their federally licensed U.S. operations to apply and obtain OCC approval. In
deciding an application to establish a federal branch or agency, the OCC
includes in its approval any conditions imposed by the Board of Governors of
the Federal Reserve System (FRB) as conditions for approval. Among other
important provisions, IBA, as amended, requires a determination of whether
the foreign bank seeking to establish operations in the U.S. is subject to
consolidated and comprehensive supervision in its home country.
The IBA, as amended, prohibits a foreign bank from establishing any new
insured U.S. branches that take domestic retail deposits of less than $100,000.
Therefore, federal deposit insurance is no longer available when establishing an
initial or additional federal branch and in existing branches that were
uninsured.
The Riegle-Neal Act eliminated the federal prohibition for a foreign bank to
have full service operations in more than one state. Under that statute, a
foreign bank now may operate interstate branches, either by establishing an
initial or additional federal branch or agency, or acquisition through merger,
consolidation, or similar transaction, to the same extent that a national bank in
the same location may establish and operate such branches.

Activities Requiring Approval or Notice
Approval
A foreign bank must file an application with the IBF for prior approval if it
plans to:
C

Open an initial or additional federal branch or agency.

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C

Acquire1 a federal branch or agency through merger, consolidation,
acquisition, or similar transaction.

C

Convert an existing state-licensed office of a foreign bank into a federal
branch or agency.

C

Change its status from federal agency to federal branch or limited federal
branch.

C

Relocate a federal branch or agency.

C

Exercise fiduciary powers at a federal branch.

Notice
A foreign bank operating a federal branch or agency shall notify the OCC if it
changes its:
C

Status from a federal branch to a limited federal branch or federal
agency, or from a limited federal branch to a federal agency.

C

Corporate title.

C

Control.

C

Mailing address of either the corporate headquarters of the foreign bank
or of the federal branch or federal agency.

C

Home state designation.

C

Capital Equivalency Deposit (CED) depository institution.

A notice also is required if a foreign bank operating a federal branch or agency:

An ”after-the-fact” approval is available for mergers, acquisitions, or consolidations provided certain
procedures are followed. Such procedures, if followed, allow a foreign bank proposing to establish a
federal branch or federal agency through the acquisition of, or merger or consolidation with, a
foreign bank having an office in the U.S., to proceed with the transaction before an application to
establish the federal branch or agency has been filed or acted upon (see 12 CFR 28.12(g) and the
Acquisitions section of this booklet).
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C

Converts to a state-licensed branch, agency, commercial lending
company, or representative office.

C

Voluntarily liquidates.

Filing with the FRB
Nothing in this booklet relieves a foreign bank of any requirement to obtain the
approval of the FRB as may be necessary under the FRB’s Regulation K, 12 CFR
211.
The OCC is aware of the potential for causing a foreign bank applicant
unnecessary burden because of the dual regulatory authority contained in the
IBA, as amended. In an effort to avoid such duplication, in transactions when
both regulatory agencies require a filing, the OCC will accept a filing made by
the applicant at the FRB, in lieu of the one required in this booklet. The OCC
reserves the right to require additional information at any time to reach an
informed decision.

Exceptions to Rules of General Applicability
The rules of general applicability contained in the GPP booklet of this manual
apply generally to corporate filings involving federal branches and agencies
with the following exceptions:
Expedited Review
An eligible foreign bank qualifies for expedited review (see the ”Definitions”
section for a description of the eligible foreign bank and expedited review
criteria) for the following corporate activities:
C

Relocation of a federal branch or agency within a state.

C

Change of status.

C

Fiduciary powers.

C

Liquidation of a federal branch or agency in connection with the
acquisition of its assets and liabilities by another financial institution.

Upon receipt of a filing, the OCC verifies the applicant’s eligibility for
expedited review and promptly informs the applicant of its eligibility. The
OCC may remove a filing from expedited review if the proposed transaction
raises a significant supervisory, compliance, legal, or policy issue.

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Streamlined Submission
The OCC permits a streamlined or abbreviated application to establish a
federal branch or federal agency if:
C

The applicant foreign bank has an existing federal branch or agency in
the U.S.

C

The existing federal branch or agency is not subject to special
supervisory concerns.

Each application form contained in this booklet includes instructions on the
specific information that can be omitted for applicants that qualify for a
streamlined filing.
If the foreign bank has an existing state branch or agency (and no federally
licensed operations), the OCC on a case-by-case basis will consider accepting a
streamlined or abbreviated application to establish a federal branch or agency,
if the relevant U.S. supervisor attests to the OCC that all existing state branches
and agencies are in satisfactory condition and are not subject to special
supervisory concerns.

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Federal Branches and
Agencies

Definitions

This section defines commonly used terms in corporate filings involving federal
branches and agencies (see also 12 CFR 28.11).
Capital Equivalency Deposits (CED) are deposits required for both federal
branches and agencies. The OCC looks at CEDs primarily as a limited source
of good quality assets, which during a liquidation of a federal branch or agency
may be sold, if necessary, to pay third party claims. Upon the opening of a
federal branch or agency, a foreign bank must have U.S. dollar deposits or
investment grade securities on deposit with a member bank in the state in
which the federal branch or agency is located. A member bank headquartered
in another state, but operating a branch located in the state in which the federal
branch or agency is located, qualifies as a CED depository institution.
The deposit arrangements and any subsequent reductions must be approved in
advance by the OCC. The aggregate amount of deposited U.S. dollars and
investment grade securities for each federal branch or agency must, at a
minimum, equal the greater of:
(1)

The amount of capital that would be required of a national bank being
organized at the same location; or,

(2)

Five percent of the total third-party liabilities of the federal branch or
agency.

In individual cases, the OCC may also require, for prudential or supervisory
reasons, that a foreign bank increase its CED above the minimum amount.
Funds deposited and investment grade securities placed in safekeeping at the
depository institution to satisfy the capital equivalency requirements of the
foreign bank must be pledged to the OCC (see 12 CFR 28.15 and section 4 of
the IBA, 12 USC 3102(g)).
Change the status of an office means conversion of:
C

A state branch or state agency operated by a foreign bank, or a
commercial lending company controlled by a foreign bank, into a federal
branch, limited federal branch, or federal agency.

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C

A federal agency to a federal branch or limited federal branch, a federal
branch to a limited federal branch or federal agency, or a limited federal
branch to a federal branch or federal agency.

Commercial lending company means any organization, other than a bank or an
organization operating under section 25 of the Federal Reserve Act (12 USC
601-604a), organized under the laws of any state, that maintains credit
balances permissible for an agency and engages in the business of making
commercial loans (including any company chartered under Article XII of the
banking law of the state of New York).
Control is the power to effect directly or indirectly management or policies or
to vote 25 percent or more of any class of voting securities of the other entity.
Edge Act Corporation means a corporation organized under section 25A of the
Federal Reserve Act, 12 USC 611-631.
A foreign bank is an eligible foreign bank if each federal branch and agency of
the foreign bank in the U.S.:
C

Has a composite rating of ”1” or ”2” under the interagency rating system
for U.S. branches and agencies of foreign banks (see the ”ROCA”
definition).

C

Is not subject to a cease and desist order, consent order, formal written
agreement, prompt corrective action directive or, if subject to such an
order, agreement, or directive, is informed in writing by the OCC that
the foreign bank may be treated as an ”eligible foreign bank.”

C

Has, if applicable, a Community Reinvestment Act (CRA) rating of
”outstanding” or ”satisfactory.”2

To establish a federal branch or agency means to take one of the following
actions:
C

Open and conduct business through an initial or additional federal
branch or agency.

CRA applies to ”insured depository institutions.” FBSEA prohibits federal branches not already
insured at the time of its passage and de novo branches from obtaining FDIC insurance. Thus CRAis
generally not applicable to the majority of federal branches.
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C

Acquire, through merger, consolidation, or similar transaction with
another foreign bank, the operations of a federal branch or agency that is
open and conducting business.

C

Change the status of an office.

C

Relocate a federal branch or agency.

A federal agency is an office or place of business, licensed by the OCC and
operated by a foreign bank in any state that may engage in the business of
banking, including maintaining credit balances, cashing checks, and lending
money, but may not accept deposits from citizens or residents of the U.S.
A federal branch is an office or place of business, licensed by the OCC and
operated by a foreign bank in any state, that may engage in the business of
banking, including accepting deposits, and that is not a federal agency.
A foreign bank is an organization organized under the laws of a foreign
country, a territory of the U.S., Puerto Rico, Guam, American Samoa, or the
Virgin Islands, and that engages directly in the business of banking in a foreign
country.
Home state of a foreign bank is the state in which the foreign bank has a
branch, agency, subsidiary commercial lending company, or subsidiary bank.
If a foreign bank has an office in more than one state, the home state of the
foreign bank is the state selected to be the home state by the foreign bank, or,
in default of such selection, the state selected by the FRB.
A limited federal branch is a federal branch that, pursuant to an agreement
between the foreign bank and the FRB, may accept only those deposits
permissible for an Edge Act Corporation to receive.
ROCA is the rating system used by U.S. bank regulators to rate U.S. branches
and agencies of foreign banking organizations. The (R) stands for risk
management, (O) for operational controls, (C) for compliance, and (A) for asset
quality. The individual components and the overall or composite ROCA rating
are based on a scale from one through five in ascending order of supervisory
concern. Thus, one represents the lowest level of concern and five, the
highest.

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A short-distance relocation means moving the federal branch or agency within:
C

A one-thousand foot radius of the site if the office is located within a
central city of a Metropolitan Statistical Area (MSA) designated by the
Office of Management and Budget.

C

A one-mile radius of the site if not located within a central city, but if
located within an MSA.

C

A two-mile radius of the site if not located within an MSA.

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Federal Branches and
Agencies—Initial and Additional
Establishments

Introduction

This section should be used together with the booklets of the manual
referenced in the Overview section. Users also should refer to the ”Fiduciary
Powers” booklet, whenever an initial or additional federal branch or agency
engages in fiduciary activities.

Applicability
The policies and procedures in this subsection apply to requests from foreign
banks to establish an initial or additional federal branch or agency.

Key Policies
General
To open and operate an initial or additional federal branch or agency, a foreign
bank must submit an application, obtain approval, and receive a license from
the OCC.

Additional Branches and Agencies
In most cases, the OCC will permit an applicant proposing to establish an
additional federal branch or agency to submit a streamlined or abbreviated
application. In making this determination, the OCC will consider the record of
performance of the existing federal branch or agency (see Streamlined
Submission in the Overview section of this booklet). The same decision factors
that relate to an initial federal branch or agency apply generally when
establishing an additional branch or agency. Proposals for interstate branching
are governed by applicable federal and state law.

Summary of Process
General
For an initial or additional federal branch or agency, the OCC’s licensing
process generally consists of three phases: prefiling discussions; filing,
processing and deciding the application; and opening the federal branch or
agency.

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Prefiling Discussions
IBF conducts a prefiling meeting with a foreign bank applicant interested in
establishing an initial or additional federal branch or agency to discuss the
OCC’s licensing policies and filing requirements. The applicant will receive a
copy of this booklet for review prior to the meeting. Upon request, the OCC
may forgo the prefiling meeting for foreign bank applicants who have existing
federal branches, agencies, or national bank subsidiaries and previous banking
experience in the U.S.

Application Filing, Processing, and Decision
Filing
After the prefiling meeting, the foreign bank files the application with the
appropriate filing fee. If the application includes a request for fiduciary
powers, no separate fee is required.
Publication Requirements
As required by 12 CFR 5.8, foreign bank applicants must publish notice of the
application in a newspaper of general circulation in the community in which
the foreign bank proposes to establish the federal branch or agency. The public
comment period is 30 days, and interested parties may submit written
comments during this period.
Processing
In evaluating applications to open an additional federal branch or agency, the
OCC will draw heavily on its own supervisory experience with the applicant
foreign bank and that of other state, federal, and foreign bank supervisors.
Decision
In an initial or additional establishment, the OCC generally considers:
C

Effect of the proposed branch or agency on competition in U.S. domestic
and foreign commerce.

C

Financial and managerial resources and future prospects of the applicant
foreign bank and the proposed federal branch or agency.

C

Convenience and needs of the community to be served.

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C

Compliance of the foreign bank and its U.S. affiliates with applicable
laws, including interstate branching requirements.

C

Controls directed to the detection of money laundering.

C

Submission of required information to allow the OCC to assess the
application adequately.

C

Adequate assurances that the OCC will have access to information on
the operations or activities of the foreign bank or any of its affiliates
necessary to determine and enforce compliance with the IBA and other
applicable federal banking statutes.

C

Whether the foreign bank is subject to comprehensive supervision or
regulation on a consolidated basis by its home country supervisor, or the
home country supervisor is working actively to establish arrangements
for the consolidated supervision of the bank.

C

Approval or consent from the foreign bank’s home country supervisor for
establishment of an initial or additional federal branch or agency.

Opening a Federal Branch or Agency
Following preliminary approval, the foreign bank establishes its banking
premises and its CED account. At least two weeks before the federal branch or
agency is scheduled to open for business, the OCC conducts a pre-opening
examination to verify that the federal branch or agency has met all
requirements for commencing the business of banking in the U.S. A license is
granted, if the federal branch or agency has met the requirements for opening.
If the examination discloses numerous exceptions or significant deviations from
the originally approved proposal, the opening may be delayed or the original
preliminary approval may be revoked.

Revocation of Preliminary Approval
The OCC generally does not look favorably on a proposal, or a series of
proposals, that would alter materially the plans set forth in a preliminarily
approved application. The OCC may revoke preliminary approval if following
receipt of an approval and prior to opening an initial or additional federal
branch or agency, changes occur that significantly alter the plans detailed in
the application. Proposed changes that normally would require filing another
application will be considered significant. The OCC will revoke preliminary
approval if it discovers material violations of law, misrepresentations, or any
fraudulent activity by the applicant foreign bank officers or directors.

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Specific Requirements
Identification of Management Team
The OCC considers the selection of a qualified general manager to be one of
the foreign bank applicant’s most important decisions affecting the success of
an initial or additional federal branch or agency. The person must have
experience, competence, willingness, and the ability to be active in directing
the affairs of the proposed federal branch or agency in a safe, sound, and legal
manner.
Provision of the name, experience, and qualifications of the proposed general
manager and other officers of the proposed federal branch or agency enhances
OCC’s evaluation of the application. The OCC will perform background
investigations, as deemed appropriate, to determine if the proposed persons
possess satisfactory banking experience and integrity for the positions
proposed.

Field Investigations
The OCC normally does not conduct a field investigation for a federal branch
or agency application granted streamlined submission. The OCC may conduct
a field investigation for an initial federal branch or agency application from a
foreign bank not known to the OCC or experienced in banking in the U.S.
under a state license. Determination of whether to conduct a field
investigation will be made by IBF on a case-by-case basis.
The OCC targets the scope of its field investigation during which a national
bank examiner may review relevant materials, interview bank management,
explore matters related to the foreign bank’s operations in the U.S. and abroad,
and meet with management to discuss findings. The findings from a
field investigation, if conducted, are important in the OCC’s overall analysis
and review of the application.

Fiduciary Powers
Specific prior OCC authorization must be obtained for a federal branch to
exercise fiduciary powers. If the applicant wishes to exercise fiduciary powers
at the federal branch (a federal agency is not permitted by law to exercise

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fiduciary powers), a letter of intent to exercise such powers must be
submitted with the application (see Fiduciary Powers section in this booklet).
Questions regarding fiduciary activities at federal branches should be directed
to IBF.

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Federal Branches and
Agencies—Initial and Additional
Establishments

Documents

Application Instructions
An application to establish an initial or additional federal branch or agency includes:
C
C
C
C
C
C

Foreign bank consolidated financial statements.
General information about the applicant bank, such as its ownership,
corporate structure, and home country supervision.
A strategic plan describing how the federal branch or agency will fit into the
foreign bank’s global and U.S. strategy.
An operating plan for the first three years of operation.
Biographical information on proposed federal branch or agency
management.
A legal opinion certifying that the proposed U.S. operation is in compliance
with domestic and foreign laws.

The OCC may conduct background investigations on selected senior officers of a
proposed federal branch or agency and the foreign bank, if the OCC is unfamiliar
with the applicant bank. Background checks provide information on the
competence, experience, and integrity of persons named in the application and
provide an independent determination of the accuracy and completeness of the
information submitted. Information obtained by the OCC from the background
investigation may be shared with the FRB and the home country supervisor.
Application processing may be delayed because of a public hearing request, a
special analysis or investigation, or an additional information request.

Other Requests
Other requests, if any, should be submitted with this application. They should be
fully responsive to the requirements discussed in other portions of this booklet.

Filing Fee
The applicant should send the original and one copy of the application to IBF. (See
sample Initial/Additional Application — Documents.) The appropriate filing fee must
accompany the application, per 12 CFR 5.5 and the current Notice of the
Comptroller of the Currency Fees. The OCC will not refund filing fees if the
application is withdrawn or disapproved. Inquiries about the preparation and filing
of the application should be directed to IBF at (202) 874-4730.

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Streamlined Submission
See the Overview section of this booklet for detailed information on streamlined
submissions.

Confidential Treatment of Information
The applicant must state completely the reasons for any request for confidentiality of
information in the application. Determinations on questions of requests for
confidentiality and discretion in releasing information under the Freedom of
Information Act reside with the OCC. Copies of annual reports to shareholders and
information normally available to the public in the applicant’s home country will not
be considered confidential. However, financial disclosures extending beyond that
normally available in the home country will generally, upon specific request, be held
in strict confidence, as will biographical information on persons to be associated with
the proposed federal branch or agency.

Publication Requirements
An applicant is required to publish public notice of its application for an initial or
additional federal branch or agency in a newspaper of general circulation in the
community in which the applicant proposes to engage in business, on the date of the
filing or as soon as practicable before or after filing the application (see Sample Public
Notice — Documents).

Completing the Application
Applicants may:
•
•
•

Use the sample application documents.
Provide the necessary information by attaching additional 8½” x 11” pages.
Incorporate information by reference to other applications filed with the OCC
or other federal regulators.

The OCC accepts a copy of an application form, notice, or report submitted to
another federal regulatory agency that covers the proposed action and contains
substantially the same information as would be required by the OCC. The OCC
reserves the right to require the applicant to submit supplemental information.
The applicant foreign bank independently should verify filing requirements directly
with the FRB.
The applicant must provide complete and reliable information in English. If a
question is not applicable to the specific proposal, it should be so stated. Financial
information on the proposed federal branch or agency should be submitted in U.S.
dollars and prepared, when required, in the format provided. Financial information
on the foreign bank may be prepared in accordance with accounting principles of its
home country and converted into U.S. dollars at the exchange rate prevailing on the

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date that the financial statements are provided. The OCC may also require certain
information from the applicant during processing of the application. The applicant
may supplement the required information with additional relevant data at any time
during the processing.

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Application to Establish an Initial/Additional Federal Branch or
Agency
For OCC Use Only
Control No.
License No.
Date Received
Filing Fee Amount
Date Receipt
Acknowledged
Type of Proposal (Check the appropriate box)
G
G
G

Initial Federal Branch
Initial Limited Federal Branch
Initial Federal Agency

G
G
G

Additional Federal Branch
Additional Limited Federal Branch
Additional Federal Agency

Foreign Bank Identifying Information
Foreign Bank Name
Address

(exact corporate title of bank)

(headquarters office address of foreign bank, city, state, country)

Country in which foreign bank is organized
Date of incorporation of foreign bank
Is the application being filed by or on behalf of a foreign bank currently operating
banking related institutions in the U.S.?
Yes G
No G
If ”yes,” please provide the most recent U.S. supervisory rating(s) for each of the
applicant bank’s U.S. entities.

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Federal Branch or Agency Identifying Information
A fee of $
Name of Proposed Federal
Branch or Agency

is enclosed.

(exact corporate title for the proposed U.S. office)

Proposed Address
City

County

State

ZIP Code

Mailing Address
City

County

State

ZIP Code

Representative Information
Name
Address
City

State

ZIP Code

Phone No.
Fax No.
(include country code and area code as applicable)
Proposed Officers
.

The proposed general manager is
Other proposed officers and their titles are
,

.

Biographical and experience information for each is enclosed.
Streamlined Submission
Does this application qualify for or has it been approved for streamlined submission?
Yes G
No G
If ”yes,” include supporting information, and the following application questions

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need not be answered nor requested information provided: 3, 4, 5 (unless the
information requested has changed in the last three years), 9, 10, 12, and 16.
Publication Information
Public notice is being published in
on

,

(name and address of newspaper)

.

A copy and certification of publication

G is enclosed

G will be forwarded.

General Information
Note: Questions with an asterisk (*) may be omitted in streamlined submissions.
1.

State how the proposed federal branch or agency will further the development
of the applicant’s international business and any other reasons for applying.

2.

Describe the type(s) of services and financing that will be offered at the
proposed federal branch or agency, including whether any existing or
planned future business will be transferred from another office. If applicable,
describe how other offices of the foreign bank, including those in offshore
banking centers, will be managed or controlled through the proposed federal
branch or agency.

3.*

Provide a brief history of the foreign bank applicant, including ranking by
asset size in the home country, number of offices operated domestically and
internationally, and a brief description of any nonfinancial enterprises related
to or affiliated with the operations of the applicant. Describe the extent to
which the applicant engages directly in the business of banking outside of the
U.S.

4.*

Describe the type(s) of business conducted primarily by the foreign bank
applicant and its subsidiaries. Comment on any areas of specialization and
nonbanking and fiduciary business. If applicable, comment on the nature
and volume of fiduciary activities.

5.

[This question may be omitted by applicants filing under streamlined
submission, provided that no changes were made to the information
requested below during the previous three years.] Describe the existing
operations of the foreign bank applicant and its ultimate parent, if any, in the
U.S. Provide a list of all business, commercial, or financial enterprises that the
applicant bank controls through ownership of more than 25 percent of the
stock, or otherwise, and that the bank presently operates or intends to operate
within the U.S. (In addition to branches, agencies, and direct or indirect
subsidiaries, the listing should include representative offices, loan production
offices, commercial lending offices, etc., and the dates the entity either
commenced operating or filed with any U.S. regulatory authority for

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permission to operate. The type of entity, address, and place of incorporation
of all U.S. companies also must be furnished.)
When the applicant foreign bank is owned or controlled by another foreign
bank, provide similar information for the parent foreign bank.
If the appropriate U.S. regulator has informed the foreign bank applicant that
its existing U.S. operations are considered to be in less than satisfactory
condition, the applicant should discuss why it should be permitted to expand
in the U.S., notwithstanding that condition.
6.

The applicant and its ultimate parent (bank or holding company), if any,
should provide adequate assurances that information on the operations or
activities of the foreign bank and any of its affiliates will be provided to the
OCC as deemed necessary to determine and enforce compliance with the
IBA, and other applicable federal laws.
Secrecy laws or other impediments that exist that could hinder the foreign
bank applicant (and its ultimate parent, if any) from providing information to
the OCC as needed to determine and enforce compliance with U.S. law
should be discussed fully. If impediments exist, explain how the foreign bank
applicant plans to provide the OCC with adequate assurances of access to
such information.
Describe the policies, procedures, and internal and external audit measures
planned to ensure compliance with U.S. law. For an additional branch
application, describe only those that will deviate from existing U.S. operations.

7.

List those U.S. banks and branches or agencies of other foreign banks with
which the proposed office expects to compete directly and comment on the
degree of expected competition with those banking facilities.

8.

State how and to what extent the proposed office will contribute to the
promotion of U.S. domestic and foreign commerce.

Ownership/Management
9.*

Describe briefly the ownership of the applicant bank. Include a list of any
legal entities, persons, or group(s) of persons that own or influence a
controlling interest in the foreign bank applicant. The term ”controlling
interest” means the power directly or indirectly to direct or cause the direction
of the management or policies of the bank. For those persons, groups of
persons, or legal entities listed, provide the following information:
C

For persons—countries of citizenship, other enterprises owned or
controlled, biographical information, present addresses, and references.

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Include the number and percentage of shares owned, controlled, or held
with power to vote, including those held by the person’s spouse and
dependents.
C

For corporations—countries of incorporation, ownership, other enterprises
owned or controlled, and a brief description of the type(s) of business in
which each corporation is engaged. Include the number and percentage
of each class of the foreign bank applicant’s shares owned, controlled, or
held with power to vote by the corporation.

C

For sovereign governments or entities of sovereign governments—
information on how and to what extent the government controls the
normal business functions of the foreign bank applicant; the services the
applicant bank provides to the general public on behalf of the
government; and the duties and functions the applicant bank provides for,
or on behalf of, the sovereign government. Include the number and
percentage of each class of the applicant’s shares owned, controlled, or
held with power to vote by the government.

10.*

Provide a listing of all directors and principal officers of the applicant bank. A
”principal officer” is any officer, who participates or has authority to
participate, other than in the capacity of director, in major policymaking
functions within the bank. The listing should include the name, address,
position, number of years with the bank, citizenship, and other occupation,
for each person listed. (Limit the listing of principal officers to no more than
the top 10.)

11.

Provide biographical reports (see ”Background Investigations” booklet), or in
streamlined submissions a resume, detailing the relevant experience of each of
the three proposed senior officers and the principal foreign exchange trader, if
any, of the proposed federal branch or agency.

12.*

Provide the names, addresses, and occupations of any advisory members of
the proposed federal branch or agency.

13.

Provide details of criminal offenses involving any member of the board of
directors of the applicant bank, or any officer, employee, or advisory member
of the proposed federal branch or agency, who has been convicted of a
criminal offense involving dishonesty or breach of trust in any court of any
sovereign nation or instrumentality thereof.

14.

Describe the manner in which, and the extent to which, the foreign bank
applicant and the ultimate parent entity, if any, proposes to direct and
supervise the activities of the proposed federal branch or agency.

15.

Discuss how the foreign bank applicant serves as a source of financial and
managerial strength for the proposed federal branch or agency. If the
applicant bank’s home country maintains foreign exchange restrictions or
other capital export controls, detail the limitations that such restrictions or

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controls would place on the applicant bank’s ability to serve as a source of
strength for its U.S. banking interests.
Financial Resources and Future Prospects
16.*

List the major U.S. correspondent bank relationships of the foreign bank
applicant. Indicate those relationships that provide the bank with lines of
credit of any type and the amounts of those lines of credit. For each account,
include the name and telephone number of the bank, address, type of
account, and the name of the responsible correspondent bank officer.

17.

Provide the date the applicant bank’s fiscal year ends, and two copies of each
of the following financial reports in English and denominated in U.S. dollars:
*

C

The latest annual report of the foreign bank applicant.

C

Parent only and consolidated balance sheets, showing, separately each
principal group of assets, liabilities, and capital accounts as of the end of
the most recent fiscal quarter and for the comparable quarter of the
preceding year. Include information on all contingent liabilities (e.g.,
standby and commercial letters of credit, guarantees, commitments to
grant or purchase loans and securities, and contracts to purchase/sell
foreign exchange).

C

Parent only and consolidated profit and loss statements, showing
separately each principal source of revenue and expense, year-to-date
through the end of the most recent fiscal quarter, the comparable quarter
of the preceding year, and for the most recent three fiscal years.

C

On a consolidated basis, a breakdown of risk-based assets as of the end of
the most recent fiscal quarter, showing each principal group of on- and offbalance sheet assets and the relevant risk weights. Also, identify the
components of tier 1 and tier 2 capital under the risk-based capital
guidelines and provide calculations of the applicant’s tier 1 and total
capital to risk-based assets.
Since a federal branch or agency can use the total capital accounts of its
parent foreign bank in determining limitations and restrictions, the
applicant bank must describe its capital structure in terms that equate to
U.S. banking standards. Such information facilitates an assessment of
capital adequacy.
Twelve CFR 3 outlines the accounts the OCC considers as capital.
Describe those items on the applicant bank’s balance sheet that
correspond to the indicated capital accounts in 12 CFR 3 and indicate
where they are presently carried on the applicant’s annual statement of
condition.

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C

Current information that will enable the OCC to judge the quality of the
applicant bank’s assets. The information should be presented for the
applicant’s consolidated organization and, if available, include, but not be
limited to:
—
—
—
—

Delinquencies.
Nonaccrual assets.
Assets acquired in satisfaction of debts previously contracted.
Loans with reduced interest charges.

Applicant’s definitions of those terms should be provided.
Financial statements may be prepared according to local accounting
practices. However, an explanation of the accounting terminology and the
major features of the accounting standards used to prepare the financial
statements must be provided and explained further when they differ from
International Accounting Standards. Fiscal financial statements must be
certified by an independent and reputable auditing firm.
18.

Provide the following financial data (year one should be considered as the first
full calendar year of operation):
C

Balance sheet projections for the proposed federal branch or agency for
the first three years of operation. Describe the assumptions made in
formulating the projections. Include an estimate of the total net direct and
indirect country exposure of the proposed federal branch or agency to the
applicant’s home country for the first three years of operation. (See
Balance Sheet Projection — Document.)

C

Summary projections of contingent liabilities for the proposed federal
branch or agency for the first three years of operation. Describe the
assumptions made in formulating the projections. (See Summary of
Projected Contingent Liabilities — Document.)

C

Income and expense projections for the proposed federal branch or
agency for the first three years of operation. Describe the assumptions
made in formulating the projections. If the projections do not show
profitable operations by the third year of operation, state when profitable
operations are anticipated. (See Income and Expense Projections
Document.)

C

If the proposal includes fiduciary activities, provide the volume of
business, number of accounts, and fiduciary income and expense
projections. (See Fiduciary Income and Expense Projections —
Document.)

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19.

Comment on how and from what sources the proposed federal branch or
agency will be funded, and provide the name and address of the state
member bank or national bank that will serve as the depository bank for the
required capital equivalency deposit (CED) for the proposed federal branch or
agency (see 12 CFR 28).

20.

Comment on how the proposed federal branch or agency will attract sufficient
business to ensure financial and economic success.

Home Country Supervision
21.

Provide the name(s) of the person(s) to contact in the office of the home
country bank supervisory authority or similar government agency, who can
respond to questions about the applicant bank. If the foreign bank or its
subsidiaries offer services, such as insurance or securities, which are regulated
by a supervisor other than the bank supervisor, also provide an appropriate
contact person. Include names, titles, addresses, and telephone and facsimile
numbers (including country and city code).

Corporate Papers and Legal Opinions
22.

23.

Attach and make a part of this application copies, in English, of the
resolution(s) adopted by the applicant bank’s governing board for:
C

Authorization for bank officer(s) or agent/representative to file an
application for a federal branch, agency, or limited federal branch license.

C

A designation of a representative(s) or bank officer(s), who will be
permitted to sign the application and a designation to them of authority to
represent the board fully in all matters regarding this application.

C

The applicant bank’s agreement to conduct its operation in the U.S. in full
compliance with any provisions of any U.S. laws that apply to national
banks and that prohibit discrimination against any person on the basis of
race, color, religion, sex, marital status, age, or national origin.

Attach and make a part of this application an opinion of U.S. counsel that the
proposal complies with relevant state laws and a letter from the applicant
bank’s foreign legal counsel certifying that:
C

The applicant bank’s charter authorizes the applicant to conduct the
business contemplated by the application.

C

The applicant has conducted, and is now conducting, its business as
authorized by its charter and bylaws.

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C

24.

The filing of this application complies with the local laws of the country in
which the applicant is organized and/or operates/conducts its principal
business.

[For Limited Federal Branches Only] Please attach a notarized copy of the
executed agreement between the applicant and the FRB as required by 12
USC 3103 section 5 of the IBA.

Convenience and Needs of the Community
25.

State to what extent the proposed office will provide convenience to the
public and fill needs not presently served by other existing banking facilities.

Other Information
26.

Will the proposal have any significant effect on the quality of the human
environment, (e.g., air and/or water quality, noise levels, energy consumption,
congestion of population, solid waste disposal, or environmental integrity of
private land) within the meaning of the National Environmental Policy Act
(NEPA), 42 USC 4321, et seq.?
Yes GNo G
If ”yes,” discuss plans to comply with NEPA’s requirements.

27.

Does the establishment of the proposed federal branch’s or agency’s office
affect any district, site, building, or structure listed in, or eligible for listing in,
the ”National Register of Historic Places” (National Register) pursuant to the
National Historic Preservation Act (NHPA), 16 USC 470?
Yes G No G
If ”yes,” has the applicant bank contacted the State Historic Preservation
Office (SHPO)?
Yes G No G
If ”yes,” has the SHPO communicated its determination of the effects of the
proposal?
Yes G No G
If ”yes,” please provide a copy. If ”no,” discuss efforts taken or planned.

28.

If automated recordation of any kind is planned for the proposed federal
branch or agency, describe the scope and nature of the records that will be
automated, the planned location of the data processing facility and
equipment, and the name and location of the planned data processing service
company.

I hereby certify that the bank’s board of directors, or a designated official, has
authorized the filing of this application and that to the best of my knowledge, the
information contained herein is true and complete. A copy of the authorization is
enclosed. In addition, I agree to notify the OCC if the facts described in the filing
change materially prior to receiving a decision.

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I further certify that any misrepresentations or omissions of material facts about this
application, any attachments to it, and any other documents or information provided
in connection with the application for the establishment of this federal branch or
agency may be grounds for denial or revocation of the license, or grounds for an
objection to the proposed officer(s) of the proposed federal branch or agency, and
may subject the undersigned to other legal sanctions, including the criminal
sanctions provided for in 18 USC 1001 and 1014.
Executed the

day of

,

.

(Signature)
(Typed name of foreign bank representative)
(Typed title of foreign bank representative)

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Attachments (as applicable)*:
G
G
G
G
G
G
G
G
G
G
G

Board of directors’ authorization to bank representative
Streamlined submission supporting information
Newspaper publication copy and certification
General information about the applicant bank, such as its ownership,
corporate structure, and home country supervision
Biographical information on general manager and other proposed
officers
Consolidated financial reports for foreign bank applicant, in English
and U.S. dollars
Operating plan and assumptions used
A strategic plan, describing how the federal branch or agency will fit
into the foreign bank’s global and U.S. strategy
A legal opinion, certifying that the proposed U.S. operation is in
compliance with U.S. and home country laws
Fiduciary powers request
Filing fee

* No enclosures are required for information that relates to questions
in the application that may be omitted in a streamlined submission.

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Sample Public Notice
The following language may be used to meet OCC’s publication requirements:
Notification is hereby given that (name of foreign bank and complete
address of headquarters) has filed an application with the Office of the
Comptroller of the Currency (OCC) on (date), for permission to establish
and operate a (federal branch/limited federal branch/federal agency) at
(proposed location).
Any person wishing to comment on this application may file comments in
writing with the Deputy Comptroller, International Banking and Finance,
250 E St., SW, Washington, DC 20219 within 30 days of the date of this
publication. The public portions of the application are available for
inspection during regular business hours at International Banking and
Finance.

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Financial Data

Balance Sheet Projections
(in thousands of U.S. dollars)
Year One

Assets

Year Two

Year Three

Cash and due from depository
institutions
U.S. Treasury securities
Obligations of states and
political subdivisions in the U.S.
Other bonds, notes, debentures,
and corporate stock
Federal funds sold and securities
purchased under agreements to
resell
Total loans
Lease financing receivables
Customer’s liability on
acceptances outstanding
Other assets (itemize any item
exceeding 10 percent of other assets)
Net due from head office and
other related institutions in
the U.S. and in foreign countries
Total Assets
Memo Account Information
Net direct country exposure
Net indirect country exposure

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Balance Sheet Projections
(in thousands of U.S. dollars)
Liabilities

Year One

Year Two

Year Three

C Demand deposits/call
money/credit balances
C Time deposits
Total deposits
Federal funds purchased and
securities sold under agreements
to repurchase
Other liabilities for
borrowed money
Acceptances executed and
outstanding
Other liabilities (itemize any
item exceeding 10 percent of other
liabilities)
Net due to head office and
other related institutions in
the U.S. and in foreign
countries
Required capital equivalency
deposit
Total Liabilities

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Summary of Projected Contingent Liabilities
(in thousands of U.S. dollars)
Year One

Year Two

Year Three

Letters of Credit
C Commercial (issued/
confirmed)
C Standby
Commitments
C To grant/purchase loans/
securities
C To place/accept deposits
C Other
Contracts
C To buy foreign exchange/
bullion
C To sell foreign exchange/
bullion
C Other
Other
Total Contingent Liabilities

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Income and Expense Projections
(in thousands of U.S. dollars)
Year One

Year Two

Year Three

Income
Interest and fees on loans
Income on:
C Federal funds sold
C Time placements
C Certificates of deposit
purchased
Interest on investment
securities
Service charges, commissions,
and fees
Other operating income
(itemize any category
exceeding $100,000)
Income from funds loaned
to head office, other
offices of applicant bank,
and related entities
Total Operating Income

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Income and Expense Projections
(in thousands of U.S. dollars)
Year One

Expenses

Year Two

Year Three

Salaries and other employee benefits
Interest on:
C Time certificates of deposit
C All other deposits and credit
balances
Interest on borrowings:
C From head office, other offices of
applicant bank, and related entities
C Other borrowings
Interest on federal funds purchased
Occupancy expense
Provision (if any) for possible loan losses
Other expenses (itemize any category
exceeding $100,000)
Total Operating Expenses
Income before income taxes and securities
gains/losses
Applicable income taxes, gains, and losses
Net securities gains or losses
(net of related tax effects)
Net Income
Memo information
Fees payable to head office/affiliates

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Fiduciary Income and Expense Projections
(in thousands of U.S. dollars)
Year One

Year Two

Year Three

Operating Income
Estates and trusts
Custodial and agency accounts
Corporate trusts (e.g., indentured
trustee, transfer agent)
Employee benefit trusts
Other operating income
Total Operating Income
Expenses
Salaries and other employee benefits
Other
Total Operating Expenses
Net Operating Income
Memo Information
# of accounts under management
Value of assets under management

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Cover Letter for Initial/Additional Establishment Application
Date
Deputy Comptroller
International Banking and Finance
Office of the Comptroller of the Currency
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
The undersigned, representing a foreign banking corporation, hereby makes
application to the Office of the Comptroller of the Currency (OCC) for a license to
establish an (initial/additional federal branch/limited federal branch/federal agency)
pursuant to the International Banking Act of 1978 (IBA) [12 USC 3102, et. seq.], as
amended.
Legal notice of this application (is being/has been) published. A copy of the notice
and newspaper certification (will be forwarded/is enclosed).
Enclosed is the application and a check payable to the OCC for the required
application fee. Please contact (representative’s name) at the address and telephone
number listed in the application, if you have any questions regarding the enclosed
application.
Sincerely,
)Signature)

Name and Title Typed
Enclosures

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Federal Branches and
Agencies—Initial and Additional
Establishments

Procedures —
Prefiling Meeting

Applicant
1.

Requests information about establishing either an initial or additional
federal branch or agency from IBF.

2.

Forwards information about the establishment process and refers a
foreign bank that requests instructions to the appropriate subsections of
this booklet and to other relevant booklets of the Comptroller’s
Corporate Manual.

IBF

Applicant
3.

Reviews information and, if necessary, requests a prefiling meeting.

4.

Schedules a prefiling meeting with representatives of the foreign bank.
Invites Assistant Deputy Comptroller for Federal Branches and Agencies
(ADC-FBA) and the Counselor for International Activities (IA).

5.

At the meeting, provides the following general information, as
applicable, to the foreign bank:

IBF

C

The OCC’s and the FRB’s role in the licensing of federal branches
and agencies.

C

The key policies and specific requirements affecting the licensing
process.

C

Whether the application qualifies for streamlined submission.

C

How to file the application and what to expect during processing
from the OCC.

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C
6.

Common problems associated with initial and additional federal
branch and agency applications.

In coordination with the appropriate ADC-FBA, solicits information
about the foreign bank, its U.S. and global operations, how the
proposed federal branch or agency will fit into the bank’s global
strategy, and any potential impediments to accessing information about
the foreign bank, as deemed necessary, to supervise the federal branch
or agency.

Applicant
7.

Provides information about the foreign bank’s condition and
qualifications and an overview of the proposal with particular emphasis
on any unique aspects.

8.

If appropriate, requests permission to file under streamlined
submission. Provides written justification for the request either at the
time of the meeting or shortly thereafter.

9.

Answers questions posed by those attending the meeting. If an answer
requires further research or discussion among IBF, ADC-FBA, and/or IA,
informs the representative that a response will be forthcoming following
the meeting.

IBF

10. Prepares a memorandum of the meeting and retains it in a pending file.
Forwards a copy of the memorandum to the ADC-FBA and IA.
11. If the prefiling discussion reveals significant policy, legal, or supervisory
issues, coordinates with IA, Bank Supervision Operations (BSOP), and
Bank Organization and Structure (BOS), as appropriate, to discuss
processing.
12. If applicable, reviews the request for streamlined submission.
13. Responds to the foreign bank regarding any request for streamlined
submission, forwards a copy to the ADC-FBA, and retains a copy in the
pending file.

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Federal Branches and
Agencies—Initial and Additional
Establishments

Procedures—
Processing

Filing the Application and Publication
Applicant
1.

Submits by hand, or by mail, return receipt requested, one original and
one copy of the application, supporting information, and appropriate
filing fee to IBF. (See Initial/Additional Application in the Documents
section of this subsection.) Makes check payable to the Comptroller of
the Currency. Filing fees are not refundable. If fiduciary powers are
planned, a letter of intent should be submitted with the initial/additional
application (see the Fiduciary Powers section in this booklet).

2.

Publishes a notice of the application in a newspaper of general
circulation in the community in which the proposed federal branch or
agency will be located (see Sample Public Notice — Documents). (Also
see the ”Public Involvement” booklet.)

3.

Initiates and enters appropriate information into the corporate tracking
system.

4.

Establishes the official file to maintain all original documents relating to
the application. Initiates background checks as appropriate (see
”Background Investigations” booklet).

5.

Forwards the application fee with a deposit memorandum (OCC Form
6043-01) to the Comptroller of the Currency, P.O. Box 73150, Chicago,
IL 60673-7150. Retains a copy of the memorandum in the official file.

6.

Reviews the application, relevant information about the foreign bank,
including its ownership, subsidiaries and financial condition, to

Review
IBF

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determine that the filing contains all information necessary to reach a decision.
If the application is incomplete, requests that the information from the
representative be provided by a specific due date.
7.

If the application is filed under streamlined submission, determines that
the applicant bank qualifies if such a determination was not made
during the prefiling phase. If the foreign bank is not qualified for
streamlined submission, notifies the representative and requests that any
omitted portions of the application be submitted within a specified time
period.

8.

Acknowledges receipt of the application within five business days of
receipt and advises that a letter will be sent to the applicant bank once
the application is deemed complete.

9.

If the proposal raises legal or other issues, including interstate
branching issues, solicits comments from IA and/or other OCC
divisions, as deemed appropriate, and requests comments be provided
within 15 days.

10. Sends notice of the application and a request for comments to the
applicant’s home country supervisor. Requests that the supervisor:
C

Provide a brief description of the bank regulatory system in the
country of incorporation of the applicant bank.

C

Discuss its powers and functions.

C

Discuss the extent to which it supervises or regulates the bank on
a comprehensive consolidated basis or the extent to which it is
working actively to establish arrangements for the comprehensive
consolidated supervision of the bank.

C

Discuss whether the home country has or is developing a legal
regime to address money laundering or is participating in
multilateral efforts to combat money laundering.

C

Discuss the frequency and scope of direct or indirect supervisory
examinations of banks in its country.

C

Discuss the functions of the central bank and its relationship to
private/public banks.

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C

State that the applicant is duly organized and existing under local
law and is authorized to transact banking business.

C

Grant permission for the applicant to operate a federal branch or
agency, provide a statement that such permission is not required,
or recommend that the OCC not approve the application based on
supervisory concerns.

11. Forwards a copy of the application to the ADC-FBA and requests
comments be provided within 15 days. Of specific interest is the ADCFBA’s comments about potential supervisory issues or the need to
conduct a field investigation.

Field Investigation (Not applicable for an application filed under streamlined
submission. Go to step 18.)

12. Decides to conduct a field investigation if the foreign bank applicant:
C

Is not known to the OCC.

C

Does not currently operate a branch or agency, either state or
federally licensed, in the U.S.

C

Was previously requested to terminate its activities in the U.S. by
either the OCC or the FRB.

C

Discloses in the application issues best resolved through a field
investigation.

13. Requests a field investigation and determines its scope.
14. Forwards the Field Investigation Request to the ADC-FBA and requests
that a national bank examiner be assigned to conduct the field
investigation. Also notifies the representative that a field investigation
will be conducted (see Initial/Additional — Procedures — Field
Investigation).
15. Sends a copy of the OCC’s Weekly Bulletin to the U.S. Department of
State and the U.S. Department of Commerce to notify them of the
application. (The Treasury Department and the FRB regularly receive
the Weekly Bulletin.)

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16. Performs background checks, as deemed appropriate (see ”Background
Investigations” booklet).
17. Analyzes the application and assesses:
C

The effect of the proposed federal branch or agency on
competition and on the U.S. domestic and foreign commerce.

C

Financial and managerial resources, proposed management, and
future prospects of the applicant foreign bank and the proposed
federal branch or agency.

C

Convenience and needs of the community to be served.

C

The legality of the proposal.

C

Reasonableness of the operating plan.

C

Whether the foreign bank and its U.S. affiliates comply with
applicable U.S. and foreign laws.

C

Whether adequate controls for the detection of money laundering
will be in place.

C

Whether the foreign bank has furnished to the OCC:
—

The information required to assess the application.

—

Adequate assurances that the OCC will have access to
necessary information on the operations or activities of the
foreign bank or any of its affiliates to determine and
enforce compliance with the IBA and other applicable
federal banking statutes.

C

The extent of regulatory supervision by the home country
supervisor, i.e., whether the foreign bank is subject to
comprehensive supervision or regulation on a consolidated basis
by its home country supervisor, or the home country supervisor is
working actively to establish such supervisory approach.

C

The recommendation and/or consent of the home country
supervisor.

18. If applicable, receives and reviews the field investigation report.

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Public Comments and Hearings
19. If copies of the application are requested, public comments filed, or a
hearing requested, refers to the ”Public Involvement” booklet and
determines whether the comments are material. Proceeds as
appropriate.

Decision
20. Contacts the FRB to discuss any issues about the application and/or any
conditions contemplated by the FRB for its approval.
21. Prepares confidential memorandum and decision letter recommending a
decision to the delegated official.
22. Decides the application under delegated authority or forwards the
official file to BOS for decision. If referred to BOS, go to step 26.
23. Notifies the ADC-FBA and the applicant of the decision. Sends the
decision letter to the applicant, ADC-FBA, FRB, and interested parties, if
applicable.
24. Makes appropriate entries in the corporate tracking system.
25. Forwards to the ADC-FBA a copy of the confidential memorandum,
updated corporate tracking system comments, and any additional
material highlighting supervisory or licensing concerns. If denied, go to
step 35. Otherwise, go to step 37 to continue processing.

BOS
26. Makes appropriate entries in the corporate tracking system.
27. Reviews the file and all relevant information; solicits comments from
other OCC divisions, as appropriate; makes a recommendation; and
forwards the official file to the appropriate official for decision.
28. Notifies IBF of the decision.
If the application is denied or conditionally approved, forwards the
decision document, and transmittal letter to the Quality Assurance
Coordinator.

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29. Makes appropriate entries in the corporate tracking system and returns
the official file to IBF.

IBF
30. In coordination with BSOP, notifies the applicant foreign bank, and the
FRB by phone and letter of the decision. If applicable, also sends a
copy of the decision letter to any interested parties.
31. Forwards to the ADC-FBA a copy of the confidential memorandum,
decision letter (including any attachments), updated corporate tracking
system comments, and any additional material highlighting supervisory
or licensing concerns. If approved or conditionally approved, go to step
37 to continue processing.
32. If denied, reviews the file for completeness and forwards it to Central
Records (CR).
33. Makes appropriate entries in the corporate tracking system.

Organization
Capital Equivalency Deposit Agreement
Applicant
34. Submits three originally signed CED agreements to IBF (see the ”Capital
Equivalency Deposit” section of this booklet).

IBF
35. Reviews the original CED agreement and approves the depository bank.
Signs and returns two signed copies of the CED agreement for the
foreign bank’s and depository bank’s files. Retains one copy for OCC’s
official file.

Pre-opening Review
Applicant
36. Informs IBF at least 45 days in advance of the desired opening date.

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Supervisory Office
37. Performs a pre-opening examination to verify that:
C

The appropriate CED is established in the approved depository
bank.

C

Proper controls for detection of money laundering are in place.

C

All other conditions of the preliminary approval have been
satisfied, and that the federal branch or agency is ready to open
for business.

38. Informs the foreign bank of any matters to be resolved prior to opening
the federal branch or agency.

Authorization
Applicant
39. If the OCC raised issues at the preopening review, notifies IBF when
such matters have been resolved.

IBF
40. Notifies the foreign bank by telephone and by official letter that it is
authorized to open. Forwards the federal branch or agency license to
the foreign bank. Sends an individual notice of licensing to the bank’s
home country bank supervisor, the U.S. Department of State, and the
U.S. Department of Commerce.

Applicant
41. Notifies IBF of the opening by telephone on the first day of operations.

IBF
42. Makes appropriate entries in the corporate tracking system.

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Close Out
43. Reviews the file for completeness and forwards it to Central Records
(CR).

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Federal Branches and
Agencies—Initial and Additional
Establishments

Procedures—
Field Investigation

Assignment and Preplanning
IBF
1.

Requests the ADC-FBA to assign a national bank examiner (NBE) to
conduct a field investigation. The NBE may need to be fluent in the
foreign language of the applicant foreign bank.

2.

Requests the ADC-FBA to provide the NBE with a copy of relevant
material from the application forwarded to them for comment in step 14
of the Procedures — Processing section of this subsection. Notes any
areas IBF, the ADC-FBA, or IA suggest that may warrant particular
attention.

3.

Prior to conducting the investigation, reviews the application and areas
noted as warranting particular attention.

4.

Calls the representative to schedule the investigation and the interviews
of persons identified by the ADC-FBA or IBF.

5.

Notifies the ADC-FBA and IBF of the start date and determines the date
for submission of the completed letter report. If a trip to the applicant
foreign bank’s home country is considered necessary, coordinates with
IBF and factors this into the date for completion of the report.

6.

Interviews the identified persons to determine each person’s:

NBE

C

Proposed role (specifically) in the proposed federal branch or
agency and qualifications for that role.

C

Knowledge of the proposal, i.e., proposed customers and services,
proposed market area, competition, and reasonableness of
financial projections.

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7.

C

Strengths and weaknesses.

C

Knowledge of any information that might affect adversely the
potential success of the proposed federal branch or agency.

C

Insight into the ownership structure and principal shareholders of
the foreign bank applicant.

In discussing a person’s qualifications and role in the proposed federal
branch or agency, may discuss the following matters, as deemed
appropriate:
C

Management and business experience.
—
—
—

•

Credit management experience.
—
—
—

C

The number of people supervised.
Direct hiring/firing authority in current/previous positions.
The type of management reports that will be needed to
keep the head office informed.

Knowledge of the elements of good lending, insider
activities, and specific lending areas (e.g., commercial,
retail, real estate).
Level of loan review and collection experience.
Use of a loan support and review function.

Compliance experience related to lending.
If discussions indicate a person’s weakness in the credit area,
additional specific questions may be asked, such as the
components used in calculating the annual percentage rate;
important points relative to compliance with Regulation B; and
when a right of rescission is required.

•

Funds management experience.
—
—
—
—

C

Knowledge of the definition of liquidity and its purpose.
The head office’s strategic funding plan, including the
proposed federal branch’s or agency’s role.
Legal restrictions for securities purchases.
Understanding of net due to/due from positions.

Marketing experience.

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C

Bank Secrecy Act and Currency Transaction Reporting
requirements.

8.

Meets with foreign bank management representatives at the conclusion
of the investigation to inform them of the findings. The meeting
includes a discussion of deficiencies and appropriate suggestions. Does
not render a conclusion to the representatives on the likelihood of an
approval of the pending application.

9.

Prepares and forwards the written report to IBF, copying the ADC-FBA,
within the decided time period. The report should be in memorandum
format, summarizing briefly the findings and conclusions and
addressing specifically any problems or areas of concern.

10. Does not inform anyone outside the OCC of the contents of the field
investigation report.
11. Retains all investigation work papers and a copy of the written report.
12. Enters into SMS a background profile of the proposed federal branch or
agency (SMS may be accessed by the proposed federal branch or agency
license number; however, the proposed federal branch or agency
remains inactive, until it officially opens for business).

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Federal Branches and
Agencies—Acquisitions

Introduction

This subsection provides guidance, instructions, and procedures to a foreign
bank that is considering the acquisition of a federal branch or agency, directly
or indirectly, through merger, consolidation, or similar transaction. This
subsection should be used together with other subsections of this booklet and
other booklets of the manual as referenced in the Overview section.

Applicability
A foreign bank that acquires a federal branch or agency, directly or indirectly,
or through merger, consolidation, or similar transaction, must file an
application with the OCC. In such circumstances, an after-the-fact approval
generally is acceptable to the OCC. This booklet provides guidance about the
use of the after-the-fact approval process.

Key Policies
General
Unless otherwise informed by the OCC, the foreign bank can proceed with the
proposed transaction outside of the U.S. before an application has been filed
with or acted upon by the OCC. The OCC generally will grant after-the-fact
approval, provided that:
C The foreign bank applicant gives the OCC reasonable advance notice of the
proposed transaction.
C Commits in writing prior to consummation of the proposed transaction to
comply with the after-the-fact OCC application procedures and to abide by
OCC’s decision, including a decision to terminate the federal branch or
agency activities.

Decision Criteria
The decision criteria used in an establishment resulting from an acquisition
through merger, consolidation, or similar transaction generally includes
considering the:
C Financial and managerial resources and future prospects of the applicant
foreign bank and the proposed federal branch or agency.

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C Compliance of the foreign bank’s U.S. affiliates with applicable laws,
including controls directed to the detection of money laundering.
C Whether the foreign bank is subject to comprehensive supervision or
regulation on a consolidated basis by its home country supervisor, or the
home country supervisor is working actively to establish arrangements for
the consolidated supervision of the bank.
C Convenience and needs of the community to be served.
C Submission of required information to allow the OCC to assess the
application adequately.
C Comments from foreign and other U.S. regulators.

Summary of Process
General
The OCC’s licensing process is based on the type of establishment proposed.
For mergers, acquisitions, consolidations or similar transactions, there usually
will be a prefiling phase to determine whether an after-the-fact filing is
available, and a processing and decision phase.

Prefiling Discussions
The OCC encourages a foreign bank applicant to initiate prefiling discussions if
it plans to pursue an after-the-fact approval related to an acquisition of a
federal branch or agency, directly or indirectly, or through merger,
consolidation, or similar transaction. If the resulting bank is a foreign bank
with an existing federal branch or agency, the OCC may waive a prefiling
meeting.

Publication Requirements
Unless the federal branch from which operations will be acquired is FDICinsured, the publication requirement in 12 CFR 5.8 does not apply. If the
federal branch is FDIC-insured, the foreign bank applicant must publish for a
period of 30 days notice of the application in a newspaper of general
circulation in the community where the federal branch operates.

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Interested parties may submit written comments during the public comment
period.

Streamlined Applications
An applicant may be able to file a streamlined application if:
C The acquiring foreign bank has either an existing federal or state-licensed
branch or agency.
C The branch or agency is not subject to special supervisory concerns.
In such a case, submission of detailed financial data on the resulting foreign
bank may be omitted. In addition, depending on the proposed structure of the
transaction, the OCC’s filing requirements may be reduced further. For
example, if each foreign bank that is party to an acquisition operates a federal
branch or agency and will continue to do so under the same corporate form, in
lieu of an abbreviated OCC application, the OCC may accept a copy of other
filings required by the FRB. However, when the OCC has supervisory concerns
or if the resulting bank is unknown to the OCC, a streamlined application may
not be available. The applicant is encouraged to consult early with IBF to
determine what portions of the OCC application should be submitted.

Specific Requirements
Fiduciary Powers
If an existing federal branch has been authorized previously to exercise
fiduciary powers and no change in the fiduciary activities is anticipated by the
resulting foreign bank, then no reauthorization is necessary, and the federal
branch may continue to exercise its fiduciary powers. Specific prior OCC
authorization must be obtained for a federal branch to exercise fiduciary
powers if not previously authorized (see Fiduciary Powers section in this
booklet).

Bank Merger Act (BMA) Applicability
The BMA applies to mergers involving insured federal (or state) branches of
foreign banks when there is a concrete merger impact on the insured branch,
such as consolidation with another branch or acquisition of insured liabilities.

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Community Reinvestment Act
If following the merger, consolidation, or similar transaction the federal branch
maintains its FDIC-insured status, the CRA continues to apply. As such, the
federal branch is expected to continue to meet the needs of its entire
assessment area, including low- and moderate-income areas.

Other
The applicant foreign bank also must comply with applicable requirements of
other regulatory agencies, including the FDIC (in case of insured branches).

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Federal Branches and
Agencies—Acquisitions

Documents

Request for After-the-Fact Approval
Date
Deputy Comptroller
International Banking and Finance
Office of the Comptroller of the Currency
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
The undersigned, representing a foreign banking corporation, hereby requests
permission to apply for an after-the-fact approval from the Office of the Comptroller of
the Currency (OCC) to acquire a (federal branch/ limited federal branch/federal
agency). The proposed acquisition will become effective on (date).
[Briefly explain the transaction expected to result in the acquisition.]
I hereby certify that the resulting foreign bank’s board of directors, or a designated
official, has authorized me to make the following commitments about this request:
C The resulting bank (will comply with the OCC application procedures within a
reasonable period of time/has already submitted an application).
C The resulting bank agrees to abide by the OCC’s decision on the application,
including a decision to terminate activities of the federal branch or agency.
A copy of the authorization is attached. In the event the OCC does not grant this
request for an after-the-fact approval, we agree to delay consummation until the
application is submitted and approved.
Please contact (representative’s name) at the address and telephone number listed in
the application if you have any questions about the enclosed application.
Sincerely,
)Signature)

Name and Title Typed
Enclosure: Authorization

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Application Instructions
The OCC accepts a copy of an application form, notice, or report submitted to
another federal regulatory agency that covers the proposed action and contains
substantially the same information as would be required by the OCC. An applicant
might be able to file an abbreviated application, if it meets certain requirements
contained under the Acquisitions section of the Federal Branches and Agencies
booklet of the Comptroller’s Corporate Manual.
The application includes:
C Resulting bank’s consolidated financial statements.
C General information about the resulting bank, such as its ownership, corporate
structure, and home country supervision.
C A strategic plan describing how the federal branch or agency will fit into the
resulting foreign bank’s global and U.S. strategy.
C Biographical information on the federal branch or agency management, if current
management is replaced.
C A legal opinion certifying that the proposed U.S. operation will comply with
domestic and foreign laws following the acquisition.
The OCC may conduct background investigations on senior officers of the federal
branch or agency, if current management is replaced and on senior officers of the
foreign bank, if the OCC is unfamiliar with the resulting foreign bank (see
”Background Investigations” booklet of the manual).
Application processing may be delayed because of a public hearing request, a
special analysis or investigation, or an additional information request.

Filing
The applicant should send the original and one copy of the application to IBF. (See
sample (Acquisitions — Document) Inquiries about the preparation and filing of the
application should be directed to IBF at (202) 874-4730.

Completing the Application
Applicants may:
• Use the sample application documents.
• Provide the necessary information by attaching additional 8 ½” x 11” pages.
• Incorporate information by reference to other applications filed with the OCC or
other federal regulators.
The applicant must provide complete and reliable information in English. If a
question is not applicable to the specific proposal, so state. Financial information on

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the federal branch or agency should be submitted in U.S. dollars and prepared, when
required, in the format provided. Financial information on the resulting foreign bank
may be prepared in accordance with accounting principles of its home country and
converted into U.S. dollars at the exchange rate prevailing on the date that the
financial statements are provided. However, since a federal branch or agency is
allowed to use the total capital accounts of its parent foreign bank in determining
limitations and restrictions, the resulting foreign bank must describe its capital
structure in terms that equate to U.S. banking standards. Such information facilitates
an assessment of capital adequacy.
The OCC may also require certain information from the applicant during the
processing of the application. The applicant may supplement the required
information with additional relevant data at any time during the processing.
If no changes will occur in the activities, services, or balance sheet of the current U.S.
federal branch or agency following the acquisition, so state. In such instances,
submission of financial data on the existing federal branch or agency is not required.

Confidential Treatment of Information
The applicant must state completely the reasons for any request for confidentiality of
information in the application. Determinations on questions or requests for
confidentiality and discretion in releasing information under the Freedom of
Information Act reside with the OCC. Copies of annual reports to shareholders and
information normally available to the public in the applicant’s home country will not
be considered confidential. However, financial disclosures extending beyond that
normally available in the home country will generally, upon specific request, be held
in strict confidence, as will biographical information on persons to be associated with
the federal branch or agency.

Publication Requirement
Publication is required only if the existing federal branch is insured by the FDIC. In
such instances, publication is required in a newspaper of general circulation in the
federal branch’s community, on the date of the filing or as soon as practicable before
or after filing the application (see Sample Public Notice—Documents).

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Application to Acquire a Federal Branch or Agency
For OCC Use Only
Control No.
License No.
Date Received
Date Receipt
Acknowledged
Type of Proposal (Check the appropriate box and describe the transaction.)
G Merger
G Acquisition

G
G

Consolidation
Similar Transaction

Description of the proposal
Resulting Foreign Bank Identifying Information
Foreign Bank Name
Address

(exact corporate title of bank)

(headquarters office address of foreign bank, city, state, country)

Country in which foreign bank is organized
Date of incorporation of foreign bank
Federal Branch or Agency Identifying Information
License No.
Name of Federal
Branch or Agency

(exact name of the proposed U.S. office)

Address

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City

County

State

ZIP Code

County

State

ZIP Code

Mailing Address
City
Representative Information
Name
Address
City
Phone No.

State

ZIP Code

Fax No.
(include country code and area code as applicable)

Proposed Officers
Will current management at the federal branch or agency be changed following the
acquisition of the parent foreign bank?
Yes G No G
If ”yes,” please provide the following:
.

The proposed general manager is
Other proposed officers and their titles are

.

,
Biographical and experience information for each is attached.
Streamlined Submission
Is the application being filed by or on behalf of a foreign bank that is currently
operating banking offices in the U.S.?
Yes G No G
If ”yes,” please provide the most recent U.S. supervisory rating(s) for each of the
resulting bank’s U.S. offices.
Are any of the institutions under current OCC supervision?

Yes G No G

If ”yes,” did the applicant receive permission to submit a streamlined
application?
Yes G No G
If ”yes,” to the previous three questions under this section of the application, do not
complete questions 1 and 2 under General Information. In addition, do not provide
responses to any other questions, if IBF is so advised through prefiling consultations.

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Publication Information
Is the current federal branch or limited federal branch insured by the FDIC?
Yes G No G
If ”no,” go to the General Information section. If ”yes,” complete the following:
Public notice is being published in
on

,

(name and address of newspaper)

.

A copy and certification of publication

G is enclosed

G will be forwarded.

General Information
Note: Questions with an asterisk (*) may be omitted in streamlined submissions.
1.* Provide a brief history of the resulting foreign bank applicant, including:
•

Current and expected ranking by asset size in the home country.

•

Number of offices operated domestically and internationally.

•

Type(s) of business conducted primarily by the bank and its
subsidiaries. Comment on any areas of specialization, including
nonbanking and fiduciary business.

•

Ownership and corporate structure.

•

Home country supervision.

•

Provide a list of all business, commercial, or financial enterprises that
the resulting foreign bank controls or will control through ownership of
more than 25 percent of the stock, or otherwise, and that the bank
presently operates or intends to operate within the U.S.

2.* If the resulting foreign bank is owned or controlled by another foreign bank,
also provide the information requested in question 1 for the ultimate parent
foreign bank.
3.

If applicable, describe how other offices of the resulting foreign bank,
including those in offshore banking centers, will be managed or controlled
through the federal branch or agency.

4.

If the appropriate U.S. regulator has informed the foreign bank applicant that
its existing U.S. operations are considered to be in less than satisfactory

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condition, the applicant should discuss why it should be permitted to expand
its U.S. presence, notwithstanding that condition.
5.

Discuss any secrecy laws or other impediments that exist that could hinder
the resulting foreign bank applicant (and its ultimate parent, if any) from
providing information to the OCC, as needed, to determine and enforce
compliance with U.S. law. If impediments exist, explain how the resulting
foreign bank applicant plans to provide the OCC with adequate assurances of
access to such information.

6.

Describe any planned changes in the federal branch’s or agency’s policies,
procedures, and internal and external audit measures and how those changes
will ensure continued compliance with U.S. law.

Ownership/Management
7.

Include a list of any legal entities, persons, or group(s) of persons that own or
influence a controlling interest in the resulting foreign bank. An organization
chart may be submitted if it portrays accurately the foreign bank’s corporate
structure and includes the percentage of ownership and names of the various
legal entities.
For those persons, groups of persons, or legal entities listed, provide the
following information:

8.

C

For persons—countries of citizenship, other enterprises owned or
controlled, biographical information, present addresses, and
references. Include the number and percentage of shares owned,
controlled, or held with power to vote, including those held by the
person’s spouse and dependents.

C

For corporations—countries of incorporation, ownership, other
enterprises owned or controlled, and a brief description of the type(s)
of business in which each corporation is engaged. Include the number
and percentage of each class of the foreign bank applicant’s shares
owned, controlled, or held with power to vote by the corporation.

C

For sovereign governments or entities of sovereign governments—
information on how and to what extent the government controls the
normal business functions of the foreign bank applicant; the services
the applicant bank provides to the general public on behalf of the
government; and the duties and functions the applicant bank provides
for, or on behalf of, the sovereign government. Include the number
and percentage of each class of the applicant’s shares owned,
controlled, or held with power to vote by the government.

If management at the federal branch or agency will change, provide
biographical reports, or in streamlined submissions a resume, detailing the

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relevant experience of each of the three proposed senior officers and the principal
foreign exchange trader, if any.
9.

Provide details of criminal offenses involving, or supervisory actions against,
any member of the board of directors of the resulting foreign bank, or any
officer, employee, or advisory member of the proposed federal branch or
agency, who has been convicted of a criminal offense involving dishonesty
or breach of trust in any court of any sovereign nation or instrumentality
thereof.

10. Discuss how the resulting foreign bank will serve as a source of financial and
managerial strength for the federal branch or agency. If the resulting foreign
bank’s home country maintains foreign exchange restrictions or other capital
export controls, detail the limitations that such restrictions or controls would
place on the bank’s ability to serve as a source of strength for its U.S. banking
interests.
Financial Resources and Future Prospects
11. Provide the ending date of the resulting foreign bank’s fiscal year, and two
copies of each of the following financial reports in English and denominated
in U.S. dollars:
C

The latest annual reports of the resulting foreign bank and the merging
foreign banks, if different from the resulting bank.

C

Parent only and consolidated balance sheets, showing separately each
principal group of assets, liabilities, and capital accounts as of the end
of the most recent fiscal quarter and for the comparable quarter of the
preceding year. Include information on all contingent liabilities (e.g.,
standby and commercial letters of credit, guarantees, commitments to
grant or purchase loans and securities, and contracts to purchase/sell
foreign exchange).

C

Parent only and consolidated profit and loss statements, showing
separately each principal source of revenue and expense, year-to-date
through the end of the most recent fiscal quarter, the comparable
quarter of the preceding year, and for the most recent three fiscal years.

C

On a consolidated basis, a breakdown of risk-based assets as of the end
of the most recent fiscal quarter, showing each principal group of onand off-balance sheet assets and the relevant risk weights. Also,
identify the components of tier 1 and tier 2 capital under the risk-based
capital guidelines and provide calculations of the applicant’s tier 1 and
total capital to risk-based assets.

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Twelve CFR 3 outlines the accounts the OCC considers as capital.
Describe those items on the resulting foreign bank’s balance sheet that
correspond to the indicated capital accounts in 12 CFR 3, and explain
where they are presently carried on the annual statement of condition.
C

Current information that will enable the OCC to judge the quality of
the resulting foreign bank’s assets. The information should be
presented for the consolidated organization and, if available, include,
but not be limited to:
-----

Delinquencies.
Nonaccrual assets.
Assets acquired in satisfaction of debts previously contracted.
Loans with reduced interest charges.

Applicant’s definitions of the previously mentioned terms should be
provided.
Financial statements may be prepared according to local accounting
practices. However, an explanation of the accounting terminology and the
major features of the accounting standards used to prepare the financial
statements must be provided and explained further when they differ from
International Accounting Standards. Fiscal financial statements must be
certified by an independent and reputable auditing firm.
12. Comment on how and from what sources the federal branch or agency will
be funded.
Home Country Supervision
13. Provide the name(s) of the person(s) to contact in the office of the home
country bank supervisory authority or similar government agency, who can
respond to questions about the applicant bank. If the foreign bank or its
subsidiaries offer services, such as insurance or securities, which are regulated
by a supervisor other than the bank supervisor, also provide an appropriate
contact person. Include names, titles, addresses, and telephone and facsimile
numbers (including country and city code).
Corporate Papers and Legal Opinions
14. Attach and make a part of this application copies, in English, of the
resolution(s) adopted by the applicant bank’s governing board for:
C

Authorization for bank officer(s) or agent/representative to file this
application.

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C

A designation of a representative(s) or bank officer(s), who will be
permitted to sign the application and a delegation to them of authority
to represent the board fully in all matters regarding this application.

C

The resulting foreign bank’s agreement to conduct its operation in the
U.S. in full compliance with any provisions of any U.S. laws that apply
to national banks and that prohibit discrimination against any person
on the basis of race, color, religion, sex, marital status, age, or national
origin.

C

The executed acquisition agreement (in English).

15. Attach and make a part of this application an opinion of U.S. counsel that the
proposal complies with relevant state laws and a letter from the resulting
foreign bank’s foreign legal counsel, certifying that the proposed acquisition
complies with the applicable laws of the home country.
16. [For Limited Federal Branches] Please attach a notarized copy of the
executed agreement between the resulting foreign bank and the FRB as
required by 12 USC 3103 section 5 of the IBA.
Convenience and Needs of the Community
17. If the federal branch or limited federal branch is insured by the FDIC, state to
what extent, if any, the resulting foreign bank will provide convenience to the
public and fill needs not presently served by other existing banking facilities.
18. If the acquisition will affect the CRA statement or assessment area of the
federal branch, discuss the effect.
Other Information
19. If a change in information systems is planned for the federal branch or
agency, describe the scope and nature of the change, the planned location of
the data processing facility and equipment, and the name and location of the
planned data processing service company.
I certify that any misrepresentations or omissions of material fact in this application,
any attachments to it, and any other documents or information provided in
connection with this application may be grounds for denial or revocation of the
license, or grounds for objection to the proposed officer(s) of the federal branch or
agency, and may subject the undersigned officer, agent, or representative to other
legal sanctions, including the criminal sanctions provided for in 18 USC 1001.
Executed the

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day of

,

64

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(Signature)
(Typed name of foreign bank representative)
(Typed title of foreign bank representative)

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Attachments: (as applicable)*
G
G
G
G
G
G
G
G
G

Board of directors’ authorization to bank representative
Streamlined submission supporting information
Newspaper publication copy or certification
General information about the resulting bank, such as its ownership,
corporate structure, and home country supervision
Biographical information on proposed new officers
Consolidated financial reports for resulting foreign bank applicant, in
English and U.S. dollars
A strategic plan, describing how the federal branch or agency will fit
into the resulting foreign bank’s global and U.S. strategy
A legal opinion, certifying that the proposed U.S. operations following
the acquisition, merger, or consolidation will comply with U.S. laws
and regulations
Fiduciary powers request

*No attachments are required for information that relates to questions in the
application that may be omitted in a streamlined submission.

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Sample Public Notice
The following language may be used to meet OCC’s publication requirements:
Notification is hereby given that (name of foreign bank and complete address of
headquarters) has filed an application with the Office of the Comptroller of the
Currency (OCC) on (date), for permission to operate the (federal branch/limited
federal branch/federal agency) of (target institution), which will be (merged/acquired/
consolidated) into (name of resulting foreign bank) effective (date). The (federal
branch/ limited federal branch/federal agency) is currently located at (location) and
will remain at that location.
Any person wishing to comment on this application may file comments in writing
with the Deputy Comptroller, International Banking and Finance, 250 E St., SW,
Washington, DC 20219 within 30 days of the date of this publication. The public
portions of the application are retained by International Banking and Finance and are
available for inspection during regular business hours.

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Application Cover Letter
Date
Deputy Comptroller
International Banking and Finance
Office of the Comptroller of the Currency
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
The undersigned, representing a foreign banking corporation, hereby makes
application to the Office of the Comptroller of the Currency (OCC) for authorization
to acquire a (federal branch/ limited federal branch/federal agency).
The resulting foreign bank (does/does not) plan to change management at the federal
branch or agency.
I hereby certify that the resulting foreign bank’s board of directors, or a designated
official, has authorized the filing of this application and that to the best of my
knowledge, the information contained herein is true and complete. A copy of the
authorization is attached. In addition, I agree to notify the OCC if the facts described
in the filing change materially prior to receiving its decision.
I further certify that the resulting foreign bank applicant and its ultimate parent
(bank/holding company), if any, will provide adequate assurances that information
on the operations or activities of the resulting foreign bank and any of its affiliates will
be provided to the OCC as deemed necessary to determine and enforce compliance
with the IBA, and other applicable federal laws.
Please contact (representative’s name) at the address and telephone number listed in
the application if you have any questions about the enclosed application.
Sincerely,
)Signature)

Name and Title Typed

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Federal Branches and
Agencies—Acquisitions

Procedures

Prefiling Meeting
IBF
1.

Refers a foreign bank that requests instructions to the appropriate
subsections of this booklet.

Applicant
2.

Requests a prefiling meeting to discuss filing procedures, including the
possibility of a streamlined application and after-the-fact approval
criteria, or requests a waiver of the prefiling meeting.

3.

Conducts or waives the prefiling meeting.

IBF
Applicant
4.

Submits a letter to the OCC requesting approval for filing an application
after the merger, acquisition, or consolidation is effective in the
resulting foreign bank’s home country (see Sample Letter for After-theFact Filing — Documents).

5.

Approves applicant’s request for an after-the-fact filing or notifies
applicant that the OCC requires it to file an application and receive
OCC approval prior to consummating the merger, acquisition, or
consolidation in its home country.

IBF

Filing the Application
Applicant
6.

Sends one original and one copy of the application and supporting
information to IBF (see Acquisitions application in the Documents
section of this subsection). If fiduciary powers are desired and not

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currently exercised, a letter of intent and the appropriate filing fee should be
submitted with the Acquisitions application (see the Fiduciary Powers section
in this booklet).
7.

If the federal branch or limited federal branch is insured by the FDIC,
publishes a notice of the application in a newspaper of general
circulation in the community in which the federal branch or limited
federal branch is located (see Sample Public Notice — Documents).
(Also see the ”Public Involvement” booklet.)

Review
IBF
8.

Initiates and enters required information into the corporate tracking
system.

9.

Establishes the official file to maintain all original documents relating to
the application.

10. Initiates background checks if management is being changed at the
federal branch or agency (see ”Background Investigations” booklet).
11. Reviews the application and relevant information about the resulting
foreign bank, including its ownership, subsidiaries, and financial
condition, to determine that the filing contains all information
necessary to reach a decision. If the application is incomplete, requests
the information from the representative, specifying a response date.
12. If the application is filed under streamlined submission, determines
whether the applicant bank qualifies. If the foreign bank is not
qualified for streamlined submission, notifies the representative and
requests that any omitted portions of the application be submitted
within a specified time period.
13. Prepares and sends a letter to the applicant bank once the application is
deemed complete.
14. If the proposal raises legal or other issues, solicits comments from IA
and/or other OCC divisions, as deemed appropriate, and requests that
comments be provided within 15 days.

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15. If the resulting foreign bank does not already have a federal branch or
agency, sends notice of the application and a request for comments to
the applicant’s home country supervisor. Requests that the supervisor:
C

Provide a brief description of the bank regulatory system in the
country of incorporation of the resulting foreign bank.

C

Discuss its powers and functions.

C

Discuss the extent to which it supervises or regulates the resulting
foreign bank on a comprehensive consolidated basis or the extent
to which it is working actively to establish arrangements for the
comprehensive consolidated supervision of the bank.

C

Discuss whether the home country has or is developing a legal
regime to address money laundering or is participating in
multilateral efforts to combat money laundering.

C

Discuss the frequency and scope of direct or indirect supervisory
examinations of banks in its country.

C

Discuss the functions of the central bank and its relationship to
private/public banks.

C

State that the applicant is duly organized and existing under local
law and is authorized to transact banking business.

C

Grant permission for the applicant to operate a federal branch or
agency, provide a statement that such permission is not required,
or recommend that the OCC not approve the application based on
supervisory concerns.

To the extent the OCC is familiar with the home country supervisor and
its approach to supervision, this step may be omitted.
16. Forwards a copy of the application to the ADC-FBA and requests that
comments be provided within 15 days. Of specific interest are the
ADC-FBA’s comments about potential supervisory issues.
17. Analyzes the application and assesses:
C

Financial and managerial resources, proposed management, and
future prospects of the resulting foreign bank and its effect on the
federal branch or agency.

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C

The legality of the proposal.

C

If applicable, whether the resulting foreign bank and its U.S.
affiliates comply with applicable U.S. and foreign laws.

C

Whether the resulting foreign bank has furnished to the OCC:
—

The information required to assess the application.

—

Adequate assurances that the OCC will have access to
necessary information on the operations or activities of the
foreign bank or any of its affiliates to determine and
enforce compliance with the IBA and other applicable
federal banking statutes.

—

If the merger, acquisition, or consolidation will occur prior
to OCC’s approval of the application, adequate written
commitment that the resulting foreign bank will comply
with the OCC application procedures within a reasonable
period of time (or has already submitted an application)
and agrees to abide by the OCC’s decision on the
application, including one to terminate activities of the
federal branch or agency.

C

The extent of regulatory supervision by the home country
supervisor, i.e., whether the foreign bank is subject to
comprehensive supervision or regulation on a consolidated basis
by its home country supervisor, or the home country supervisor is
working actively to establish such supervisory approach.

C

Whether the home country is developing a legal regime to address
money laundering or is participating in multilateral efforts to
combat money laundering.

C

The recommendation and/or consent of the home country
supervisor, if applicable.

Public Comments and Hearings
IBF

18. If a copy of the application is requested, public comments filed, or a
hearing requested, refers to the ”Public Involvement” booklet and

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determines whether the comments are material. Proceeds as
appropriate.

Decision
IBF
19. Contacts the FRB to discuss any issues about the resulting foreign
bank’s application.
20. Prepares a confidential memorandum and decision letter recommending
a decision to the delegated official.
21. Decides the application under delegated authority or forwards the
official file to BOS for decision. If referred to BOS, go to step 25.
22. Notifies the ADC-FBA and the applicant of the decision. Sends the
decision letter to the applicant, ADC-FBA, FRB, and interested parties,
if applicable.
23. Makes appropriate entries in the corporate tracking system.
24. Forwards to the ADC-FBA a copy of the confidential memorandum,
updated corporate tracking system comments, and any additional
material highlighting supervisory or licensing concerns. Go to step 31
to continue processing.

BOS
25. Reviews the file and all relevant information; solicits comments from
other OCC divisions, as appropriate; makes a recommendation; and
forwards the official file to the appropriate official for decision.
26. Notifies IBF of the decision.
If the application is conditionally approved or denied, forwards
decision document, and transmittal letter to the Quality Assurance
Coordinator.
27. Makes appropriate entries in the corporate tracking system and returns
the official file to IBF.

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IBF
28. Notifies the ADC-FBA, the resulting foreign bank, and the FRB by phone
and letter of the decision. If applicable, also sends a copy of the
decision letter to any interested parties.
29. Forwards to the ADC-FBA a copy of the confidential memorandum,
decision letter (including any attachments), updated corporate tracking
system comments, and any additional material highlighting supervisory
or licensing concerns. If approved or conditionally approved, go to step
32 to continue processing.
30. If denied, makes appropriate entries in the corporate tracking system,
reviews the file for completeness and refers resulting foreign bank to the
”Voluntary Liquidation” section of this booklet. Coordinates
termination of the federal branch or agency license with IA and the FRB
as deemed appropriate. Go to step 35.

Authorization
Applicant
31. Notifies IBF of the effective date and requests final authorization.

IBF
32. Sends applicant final authorization letter. Sends copy to ADC-FBA.
33. Makes appropriate entries in the corporate tracking system.

Close Out
IBF
34. Forwards application file to Central Records (CR).

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Federal Branches and
Agencies—Change of Status

Introduction

This section describes the OCC’s policies, procedures, and filing requirements
for a foreign bank planning to change the status of its U.S. operation(s) by:
C Converting from a state branch or agency operated by a foreign bank, or a
commercial lending company controlled by a foreign bank into a federal
branch, limited federal branch, or federal agency.
C Expanding the activities of its federally licensed operation from either a
federal agency into a federal branch or limited federal branch or from a
limited federal branch into a federal branch.
C Contracting the activities of its federally licensed operation from either a
federal branch to a limited federal branch or a federal agency or from a
limited federal branch to a federal agency.

Applicability
A foreign bank proposing either to convert its state-licensed operation or
expand the activities of its federally licensed operation must file an application
with and receive prior approval from the OCC. A foreign bank proposing to
contract the activities of its federally licensed operation must provide only
advance notification to the OCC.
These procedures do not apply when a foreign bank is seeking to convert its
federally licensed U.S. operations to a state license. In such instance, please
refer to the Other Changes in Activities or Operations section of this booklet.

Key Policies
General
The OCC approves changes in the status of an office of a foreign bank,
provided that the approval does not violate the provisions of applicable federal
and state law, and the proposal satisfies OCC’s decision criteria.

State-to-Federal License Conversion
The OCC has streamlined the conversion process and affords expedited review
for eligible foreign banks that wish to convert from a state license. This
streamlined application process is available generally in a conversion proposal
when the banking powers of the desired type of federal license are

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commensurate with those of the state license. A proposal for conversion to a
type of federal license that involves more banking powers than those
permissible under the state license will be considered on a case-by-case basis
to determine if expedited review or a streamlined filing can be afforded.
A foreign bank that does not meet the eligible foreign bank definition because it
does not have an existing federally licensed office can still be afforded
expedited review and could qualify for a streamlined submission if it meets the
criteria set forth under the Expedited Review discussion under the Summary of
Process subsection of this section of the booklet.
Generally, public notice under 12 CFR 5.8 does not apply to conversions,
unless the OCC determines that the application presents a significant or novel
policy, supervisory, or legal issue and that a public notice is necessary.
If a conversion from a state to federally licensed operation is not consummated
within six months from the date of an approval, the OCC may withdraw its
approval.

Expansion of Activities
Proposals for expanding an office from a federal agency to a limited federal
branch or federal branch, or from a limited federal branch to a federal branch,
could qualify for expedited review. Therefore, the foreign bank is encouraged
to discuss its plans with IBF prior to filing an application.

Contraction of Activities
Proposals for changing the status of an office from a federal branch to a limited
federal branch or federal agency, or from a limited federal branch to a federal
agency, are considered management decisions. The OCC processes such
requests using a simple 15-day advance notification letter (see the Documents
section).

Decision Criteria
General
The OCC may deny an application from a foreign bank wanting to convert its
state license to a federal license or expand its federally licensed operations, if:

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C The applicant’s financial condition poses supervisory concern.
C There are safety or soundness concerns.
C The proposal is inconsistent with applicable law, regulation, or OCC policy.
C The applicant is trying to escape supervisory action by its current regulator.
The OCC may impose special conditions for approvals to convert a state
license to a federal license or to expand the activities of an existing federally
licensed operation to protect the safety and soundness of the federal branch or
agency, prevent conflict of interests, provide customer protections, ensure that
approval is consistent with the statutes and regulations, or provide for other
special supervisory or policy considerations.
State-to-Federal License Conversion
In an establishment resulting from a conversion from a state to a federal
license, the OCC generally considers:
C Financial and managerial resources and future prospects of the applicant
foreign bank and of the converting state branch or agency.
C The condition of the U.S. office(s) of the foreign bank and the history of
compliance with applicable U.S. laws.
C Submission of required information to allow the OCC to assess the
application adequately.
C The legality of the proposal.
C If the proposal involves an FDIC-insured institution, the institution’s CRA
record of performance.
C Comments from other appropriate regulatory agencies.
In evaluating a proposal to convert an existing state-licensed foreign bank office
to a federal branch or agency, the OCC will draw heavily on information
received from the office’s current U.S. supervisor.

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Expansion of Activities
In a change of status from a federal agency into a federal branch or limited
federal branch, or from a limited federal branch into a federal branch, the OCC
generally considers:
C Financial and managerial resources and future prospects of the applicant
foreign bank and the federal branch or agency.
C Compliance of the foreign bank’s U.S. affiliates, including the office
proposing a change in status, with applicable laws.
C Submission of required information to allow the OCC to assess the
application adequately.
C Comments from foreign and other U.S. regulators.
In evaluating an application to expand the activities of an existing limited
federal branch or federal agency, the OCC will draw heavily on its own
supervisory experience with the foreign bank.

Summary of Process
State-to-Federal License Conversion
The application process for a conversion from a state to a federal license
generally consists of prefiling discussions; filing, processing, and deciding the
application; and consummating the proposal. The OCC application includes
information on the foreign bank applicant as well as the operations of its U.S.
office(s). A sample application letter outlining the specific information needed
for this type of change of status proposal is included in the ”Documents”
section of this subsection.

Expansion of Activities
A change of status resulting in the expansion of activities (upgrade) of a federal
agency or limited federal branch license consists of filing, processing, and
deciding the application.

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Contraction of Activities
Proposals for changing the status of an office from a federal branch to a limited
federal branch or federal agency, or from a limited federal branch to a federal
agency only require the foreign bank to send a notice request in advance of the
change of status. The notice requires the foreign bank merely to provide
counsel’s legal opinion on the proposed change of status and, if
applicable, furnish evidence of regulatory approvals in the home country. A
change in status to a limited federal branch also may require the foreign bank
first to enter into an agreement with the FRB on the types of deposits it plans to
receive (see 12 CFR 28.11(t)).

Expedited Review
An application for a change of status by a state-to-federal license conversion or
an expansion of activities qualifies for expedited review, if the applicant is an
”eligible foreign bank” (see the ”Definitions” section of this booklet and 12 CFR
28.12(e) and (f)). Under expedited review, such a change of status application
is deemed approved by the OCC 45 days after filing with the OCC, unless the
OCC notifies the bank prior to that date that the filing is not eligible for
expedited review.
A foreign bank with no federally licensed operations that desires to convert
could receive expedited review and qualify for a streamlined application. In
order to do so, each of its state-licensed operations must meet the criteria set
forth under 12 CFR 28.12(f), and the filing must not present significant
supervisory, compliance, legal, or policy issues.

Standard Review
An application that does not qualify for, or is removed from, expedited review
is processed under standard review procedures. After review of a complete
application for a change of status by a state-to-federal license conversion or an
expansion of activities, the OCC decides to approve, conditionally approve, or
deny the application.

Specific Requirements
Plans
For any change of status of an office of a foreign bank, the OCC requires that
the applicant explain the reason for the desired change, any planned changes in
its U.S. operations, and a statement of the legal basis for the proposed change
in activity. The application requires a written legal opinion to be included.

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The legal opinion should address whether the proposed change is in
conformance with applicable state and federal law.

Background Investigations
If additional management is being proposed to oversee the expanded activities
and IBF deems it appropriate, a background investigation of the new
management will be conducted (see ”Background Investigations” booklet).

Fiduciary Powers
If the institution seeking to convert from a state to federal license has existing
fiduciary powers or plans to exercise them following the conversion, it must
request and obtain prior OCC approval to do so (see the Fiduciary Powers
section in this booklet). Similarly, if a current federal agency or limited federal
branch through expansion of its activities plans to exercise fiduciary powers, it
must request and obtain prior OCC approval to do so. The only exception is
for a limited federal branch currently exercising fiduciary powers that plans to
change its status to a federal branch with fiduciary powers. Such powers
transfer to the upgraded office, and no separate request or approval is required.

Field Investigation
State-to-Federal License Conversion
For conversions from a state to a federal license, the OCC may conduct a field
investigation, if deemed necessary. The OCC normally does not conduct a
field investigation for a conversion application accorded expedited review. If
the foreign bank applicant’s U.S. operation(s) is (are) in satisfactory condition,
the OCC generally will not perform a field investigation. The OCC may
discuss the proposal with the applicant’s current regulator(s) and will accept
and rely on the current banking regulator’s examination rating. However, if
there are supervisory concerns, the OCC may conduct a field investigation.
The decision to conduct a field investigation is made on a case-by-case basis.
The information obtained in the investigation may be shared with other
regulators.
Expansion of Activities
The OCC does not conduct field investigations on changes of status involving
the upgrade from a federal agency to a limited federal branch or federal branch,
or from a limited federal branch to a federal branch.

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Capital Equivalency Deposit (CED)
A CED pledged to the OCC will be required upon conversion from a state
license to a federal license (see the ”Capital Equivalency Deposit” section of
this booklet).

Other
Proposals for expansion of activities may require an application with the FRB.
A foreign bank considering a contraction of activities for its insured federal
branch may need to observe additional procedures and requirements
promulgated by the FDIC. A foreign bank considering changing the status of its
federal branch to a limited federal branch should seek FRB guidance prior to
notifying the OCC of its downgrade plan. By definition, limited federal
branches must enter into an agreement with the FRB on the type of deposits it
may receive.

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Federal Branches and
Agencies—Change of Status

Documents

Application for a Change of Status of
an Office of a Foreign Bank
For OCC Use Only
Control No.
Date Received
Filing Fee Amount
Date Receipt
Acknowledged

Foreign Bank Identifying Information
Foreign Bank Name
Address

(exact corporate title of bank)

(headquarters office address of foreign bank, city, state, country)

Branch or Agency Identifying Information
License No.

A fee of $

is enclosed.

Foreign Branch or Agency Name
(exact corporate title of branch or agency)
Address

(street address of branch or agency, city, county, state, ZIP Code)

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Application Identifying Information
State-to-Federal Conversion or Expansion of Activities
For a state-to-federal license conversion or an expansion in the activities of a federal
agency or limited federal branch, complete the ”Identifying Information” sections on
the previous page, this section, and the sections that follow, as applicable. Also refer
to the previous sample cover letters.
G State (branch, limited branch, agency, commercial lending office) into a (federal
branch, limited federal branch, or federal agency).
G Limited federal branch into a federal branch.
G Federal agency into a (federal branch or limited federal branch).
Streamlined Submission
Does this application qualify for or has it been approved for streamlined submission?
Yes G No G
If ”yes,” include supporting information.
Representative Information
Name
Address
City

State

Phone No.

ZIP Code

Fax No.
(include country code and area code as applicable)

Statutory and Regulatory Factors
1. Legality (to be completed by all applicants)
a.

Do any legal requirements exist that will affect the desired change of
status of the office of the foreign bank?
Yes G No G
If ”yes,” does this filing comply with state law requirements?
Yes G No G
If the preceding answer is ”no,” or if approval of this application
would be precedential under federal and/or state laws, provide a legal
analysis in support of the application.

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B.

Are there any other legal issues involved with this proposal?
Yes G No G
If ”yes,” provide a legal analysis and discuss the legal issue(s) fully.

C.

Is notice/application required by any other regulatory authority?
Yes G No G
If ”yes,” submit a copy of the notification/application.

2. Business (to be completed only for state-to-federal license conversions or
contraction of activities)
a.

Provide a brief explanation of the reason for the requested change of
status.

b.

Explain if the proposed change of status will alter the types of business
conducted by the U.S. office(s) of the foreign bank. If so, discuss
management’s strategic plan for its U.S. operation(s).

c.

Provide one copy of the daily Statement of Condition of the office of
the foreign bank, as of the most recent month-end date.

3. Community Reinvestment Act (CRA) (to be completed by all applicants)
Is the converting entity insured by the Federal Deposit Insurance Corporation
(FDIC)?
Yes G No G
If ”yes,” CRA applies and the applicant should discuss how the conversion of
the office will affect the provision of banking services to the community. Also
include a copy of the most recent CRA rating and public assessment.
General Information
NOTE: Questions with an asterisk (*) need not be answered by applicants
converting from a state to a federal license. If the conversion involves an
expansion of activities, all questions in this section must be answered.
1.*

State the applicant bank’s reasons for applying for the proposed federal branch
or agency (will it further the development of the applicant’s international
business, and if so, how).

2.*

Describe the expanded type(s) of services and financing that will be offered at
the limited federal branch or federal branch, including whether any existing or
planned future business will be transferred from another office. If applicable,
describe how other offices of the foreign bank, including those in offshore

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banking centers, will be managed or controlled through the expanded federal
branch.
3.

[The following information may be waived for foreign bank applicants
currently supervised by the OCC, if the OCC previously has received this
information. If the OCC does not have recent financial information on the
foreign bank, this information will be required for a change in status to expand
a current limited federal branch or federal agency.]
Provide the date the applicant bank’s fiscal year ends, and two copies of each
of the following financial reports in English and denominated in U.S. dollars:
C

The latest annual report of the foreign bank applicant.

C

Parent only and consolidated balance sheets, showing separately each
principal group of assets, liabilities, and capital accounts as of the end
of the most recent fiscal quarter and for the comparable quarter of the
preceding year. Include information on all contingent liabilities (e.g.,
standby and commercial letters of credit, guarantees, commitments to
grant or purchase loans and securities, and contracts to purchase/sell
foreign exchange).

C

Parent only and consolidated profit and loss statements, showing
separately each principal source of revenue and expense, year-to-date
through the end of the most recent fiscal quarter, the comparable
quarter of the preceding year, and for the most recent three fiscal years.

C

On a consolidated basis, a breakdown of risk-based assets as of the end
of the most recent fiscal quarter, showing each principal group of onand off-balance sheet assets and the relevant risk weights. Also,
identify the components of tier 1 and tier 2 capital under the risk-based
capital guidelines and provide calculations of the applicant’s tier 1 and
total capital to risk-based assets.
Since a federal branch or agency is allowed to use the total capital
accounts of its parent foreign bank in determining limitations and
restrictions, the applicant bank must describe its capital structure in
terms that equate to U.S. banking standards. Such information
facilitates an assessment of capital adequacy.
Twelve CFR 3 outlines the accounts the OCC considers as capital.
Describe those items on the applicant bank’s balance sheet that
correspond to the indicated capital accounts in 12 CFR 3, and
describe where they are carried currently on the applicant’s annual
statement of condition.

C

Current information that will enable the OCC to judge the quality of
the applicant bank’s assets. The information should be presented for
the applicant’s consolidated organization and, if available, include, but

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not be limited to:
—
—
—
—

Delinquencies.
Nonaccrual assets.
Assets acquired in satisfaction of debts previously contracted.
Loans with reduced interest charges.

Applicant’s definitions of those terms should be provided.
Financial statements may be prepared according to local accounting practices.
However, an explanation of the accounting terminology and major features of
the accounting standards used to prepare the financial statements must be
provided and explained further when they differ from International Accounting
Standards. Fiscal financial statements must be certified by an independent and
reputable auditing firm.
4.

Comment on how and from what sources the proposed federal branch or
agency will be funded, and provide the name and address of the state member
bank or national bank that will serve as the depository bank for the required
capital equivalency deposit (CED) for the proposed federal branch or agency
(see 12 CFR 28).

5.*

Comment on how the limited federal branch or federal agency will attract
sufficient business to ensure financial and economic success.

Corporate Papers and Legal Opinions
6.

Attach and make a part of this application copies, in English, of the resolution(s)
adopted by the applicant bank’s governing board for:
C

Authorization for bank officer(s) or agent/representative to file an
application for a federal branch, agency, or limited federal branch
license or to expand the operations of an existing federal agency or
limited federal branch.

C

Designation of a representative(s) or bank officer(s), who will be
permitted to sign the application and a designation to them of authority
to represent the board fully in all matters regarding this application.

C

The applicant bank’s agreement to conduct its operation in the U.S. in
full compliance with any provisions of any U.S. laws that apply to
national banks and that prohibit discrimination against any person on
the basis of race, color, religion, sex, marital status, age, or national
origin.

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7.

Attach and make a part of this application an opinion of U.S. counsel that the
proposal complies with relevant state laws and a letter from the applicant
bank’s foreign legal counsel certifying that:
C

The applicant bank’s charter authorizes the applicant to conduct the
business contemplated by the application.

C

The applicant has conducted, and is now conducting, its business as
authorized by its charter and bylaws.

C

The filing of this application complies with the local laws of the country
in which the applicant is organized and/or operates/conducts its
principal business.

8.*

For Limited Federal Branches Only. Please attach a notarized copy of the
executed agreement between the applicant and the FRB as required by 12
USC 3103 section 5 of the IBA.

9.

If automated data processing of any kind is planned for the proposed federal
branch or agency, describe the scope and nature of the records that will be
automated, the planned location of the data processing facility and equipment,
and the name and location of the planned data processing service company.

I hereby certify that senior management of the foreign bank has authorized the filing
of this application (certified authorization enclosed), and that to the best of my
knowledge, it contains no misrepresentations or omissions of material facts. In
addition, I agree to notify the OCC if the facts described in the filing materially
change prior to receiving a decision. I acknowledge that any misrepresentation or
omission of a material fact constitutes fraud in the inducement and may subject me to
legal sanctions provided by 18 USC 1001.
Executed this

day of

,

.

Signature of Authorized Officer
Typed Name
Title

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Attachments* (Check all that apply):
G
G
G
G
G
G
G
G
G

Board of directors’ authorization to bank representative
Streamlined submission supporting information
General information about the applicant bank, such as ownership, corporate
structure, and home country supervision
Biographical information on general manager and other proposed officers
Consolidated financial reports for foreign bank applicant, in English and U.S.
dollars
A strategic plan, describing how the expanded office will fit into the foreign
bank’s global and U.S. strategy
A legal opinion, certifying that the proposal complies with domestic and
foreign laws
Fiduciary powers request
Filing fee

*
No enclosures are required for information that relates to questions in the
application that may be omitted in a streamlined submission.

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Application Cover Letter (State-to-Federal License)
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
We request approval to convert our state (commercial lending office/agency/ limited
branch/branch) to a federal (agency/limited branch/branch). Our counsel has
advised us that the conversion is not in contravention of applicable federal and state
laws. A legal opinion is enclosed.
We (are/are not) currently insured by the Federal Deposit Insurance Corporation
(FDIC). [For FDIC- insured offices] We enclose the most recent CRA public
evaluation of the institution.
The proposed name of the institution after conversion will be (complete name of the
institution). Our office(s) will be located at (street address, city, county, state, and ZIP
Code).
We have enclosed the most recent month-end balance sheet and income statement
for the converting office; the most recent audited annual financial statements or
annual report (translated into English) of the applicant foreign bank; and a
calculation, including the details of the elements of tier 1 and tier 2 capital, and the
risk-based capital and leverage ratios for the foreign bank’s parent (on a consolidated
basis).
[For banks seeking fiduciary powers] We request approval to exercise all permissible
fiduciary powers. The proposed fiduciary powers are not in contravention of
applicable laws (enclose opinion of counsel and cite applicable laws). Our proposed
trust officer(s) will be (name). We enclose the required background information on
each proposed officer, including educational and professional credentials, and
employment history.
Based on our current examination rating, we certify that (we qualify/do not qualify)
for expedited review.
We have enclosed a check payable to the Office of the Comptroller of the Currency
(OCC) for the application fee in accordance with the current annual ”Notice of the
Comptroller of the Currency Fees.”
I certify that the information contained in this filing has been examined carefully by
me and is true, correct, and complete and is current as of the date of this submission.
Additionally, I agree to notify the OCC if the facts described in the filing change
materially prior to receiving its decision or at any time prior to consummation of the

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conversion. I acknowledge that any misrepresentation or omission of a material fact
constitutes fraud in the inducement and may subject me to legal sanctions provided
by 18 USC 1001.
If you have any questions about this filing, please contact (name, address, city, state,
ZIP Code) at (telephone and facsimile numbers, including area and/or country code).
Sincerely,
- Signature Typed Name and Title
(Should be president or authorized officer)

Enclosures

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Application Cover Letter (Expansion of Activities)
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
We request approval to expand the activities of our [(federal agency to a limited
federal branch/ federal branch)/(limited federal branch to a federal branch)]. Our
counsel has advised us that the proposed change of status is not in contravention of
applicable federal and state laws. [If a legal opinion is required] A legal opinion is
enclosed.
[For fiduciary powers] We request approval to exercise all permissible fiduciary
powers. The proposed fiduciary powers are not in contravention of applicable laws,
and we enclose opinion of counsel and cite applicable laws. Our proposed trust
officer(s) will be (name). Enclosed is (his/her) background information, including
educational and professional credentials, and employment history.
Enclosed is a check payable to the Office of the Comptroller of the Currency (OCC)
for the application fee in accordance with the current annual ”Notice of the
Comptroller of the Currency Fees.”
I hereby certify that the bank’s board of directors, or a designated official, has
authorized the filing of this application and that to the best of my knowledge, the
information contained herein is true and complete. A copy of the authorization is
attached. In addition, I agree to notify the OCC if the facts described in the filing
change materially prior to receiving its decision or at any time prior to consummation
of the change of status.
If you have any questions regarding this filing, please contact (name, address, city,
state, ZIP Code) at (telephone and facsimile numbers, including area and/or country
code).
Sincerely,
- Signature Typed Name and Title
(Should be president or authorized officer)
Enclosures

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Notice of Contraction of Activities
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
We hereby provide a 10-day advance notice to change the status of our (federal
branch/ limited federal branch) to (limited federal branch/federal agency). The
license number of our (federal branch/limited federal branch) is (license number).
Our legal counsel advised us that the proposed change of status is not in
contravention of applicable federal and state laws. A legal opinion is enclosed.
This planned change of status (requires/does not require) approval by the regulatory
authorities of our home country. [For home country approval] Evidence of home
country regulatory approval for this change of status is enclosed/forthcoming.
[For change of status from federal branch to limited federal branches] We include a
copy of our agreement with the Federal Reserve Bank concerning the types of
deposits the limited federal branch will accept.
I hereby certify that the bank’s board of directors, or a designated official, has
authorized the filing of this notice and that to the best of my knowledge, the
information contained herein is true and complete. A copy of the authorization is
attached. In addition, I agree to notify the OCC if the facts described in this notice
change materially prior to receiving its decision.
If you have any questions regarding this notice, please contact (name, address, city,
state, ZIP Code) at (telephone and facsimile numbers, including area and/or country
code).
Sincerely,
- Signature Typed Name and Title
(Should be president or authorized officer)
Attachment (if applicable)

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Federal Branches and
Agencies—Change of Status

Procedures—
Conversions

Prefiling
IBF
1.

Refers a foreign bank that requests instructions to the GPP booklet
and this section of the ”Federal Branches and Agencies” booklet of
the manual.

2.

If the filing presents policy, legal, or novel issues, contacts the
Counselor for International Activities (IA) and/or Bank
Organization and Structure (BOS) to discuss processing.

Applicant or IBF
3.

Requests an optional prefiling meeting to review procedures for a
change of status of a foreign bank office and to discuss the factors
that may influence the OCC’s review of the application.

4.

Prepares summary memorandum on all prefiling communications.
Retains all pertinent information in the pending file.

IBF

Filing the Application
Applicant
5.

Sends one original and one copy of the application and the
appropriate filing fee to IBF.

6.

Enters appropriate information into the corporate tracking system.

Review
IBF

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7.

Establishes the official file to maintain all original documents.

8.

Forwards the correct filing fee and the deposit memorandum
(Form 6043-01) to the Comptroller of the Currency, P.O. Box
73150, Chicago, Illinois 60673-7150. Retains a copy of the
check and memorandum.

9.

Reviews information received from other U.S. supervisors for any
issues or concerns. If no recent information is on hand, contacts
the institution’s state and federal supervisors by phone or letter, if
deemed necessary, to:
C

Obtain their supervisory background and comments.

C

Determine whether the institution is subject to an
agreement, other enforcement proceeding, or order.

C

Obtain applicant’s most recent three reports of
examination.

10.

Reviews the application, relevant information about the foreign
bank, including its ownership, subsidiaries and financial
condition, to determine that the filing contains all information
necessary to reach a decision. If the application is incomplete,
requests that the information from the representative be provided
by a specific due date.

11.

If the filing presents policy, legal, or supervisory issues, contacts
IA and/or BOS to discuss processing.

12.

Determines if the applicant meets the qualification criteria and is
eligible for expedited review or streamlined submission.

13.

C

If the applicant is eligible, acknowledges receipt of the
filing within five business days.

C

If the applicant is not eligible, prepares and sends a letter
to the applicant within five business days of receipt,
identifying specific reasons.

Within five business days of receipt, solicits comments from the
ADC-FBA, IA (if legal issues are identified), and any other OCC
divisions, as appropriate. Comments should be submitted within
10 days.

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14.

15.

16.

Reviews comments received from other OCC divisions and
determines whether the applicant is still eligible for expedited
review.
C

If so, continues processing.

C

If not, contacts the applicant immediately and notifies it
that it is no longer qualified for expedited review. Explains
in detail the specific reason(s).

Reviews recent examination reports and other supervisory
information pertaining to the condition of the converting
institution. Determines if an OCC preconversion field
investigation is needed, and:
C

If needed, notifies the ADC-FBA to schedule it with the
institution (normally within 60 days from date of receipt of
the conversion application). Specifies matters to be
considered and notifies applicant (see ”Procedures ) Field
Investigation” following this section). Notifies applicant
that it no longer qualifies as an eligible bank, if applicable.

C

If not needed, documents file with reason.

Analyzes the application and assesses:
C

Financial and managerial resources, proposed
management, and future prospects of the foreign bank and
their effect on the proposed federal branch or agency.

C

The legality of the proposal.

C

If applicable, whether the foreign bank and its U.S.
affiliates comply with applicable U.S. and foreign laws.

C

Whether the foreign bank has furnished to the OCC:
—

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The information required to assess the application.

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—

C

Adequate assurances that the OCC will have access
to necessary information on the operations or
activities of the foreign bank or any of its affiliates to
determine and enforce compliance with the IBA and
other applicable federal banking statutes.

Information obtained from the entity’s current U.S.
regulator.

Decision
17.

Prepares a confidential memorandum recommending a decision to
the delegated official. Drafts the decision letter.

18.

Decides application under delegated authority or forwards the
official file to BOS for decision. If nondelegated, go to step 24.

19.

Notifies applicant and ADC-FBA and any interested parties of
decision.

20.

Sends the applicant a decision letter and a copy to the ADC-FBA,
and:
C

Verifies the accuracy of the spokesperson’s name, address,
and telephone number and makes any necessary correction
in the corporate tracking system for Communications to
forward the OCC manuals and publications.

21.

If the application is conditionally approved or denied, forwards a
copy of the confidential memorandum, decision document, and
transmittal letter to the Quality Assurance Coordinator.

22.

Makes appropriate entries in the corporate tracking system.

23.

If decided under delegated authority, go to step 31.

24.

Makes appropriate entries in the corporate tracking system.

BOS

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25.

Reviews the file and all relevant information, makes a
recommendation, and forwards the official file to the appropriate
official for decision.

26.

Notifies IBF of the decision. IBF notifies the ADC-FBA and the
applicant foreign bank of the decision.

27.

Sends the applicant a decision letter and a copy to the ADC-FBA,
and:
C

Verifies the accuracy of the spokesperson’s name, address,
and telephone number and makes any necessary correction
in the corporate tracking system for Communications to
forward the OCC manuals and publications.

28.

If the application is denied or approved conditionally, forwards a
copy of the confidential memorandum, decision document, and
transmittal letter to the Quality Assurance Coordinator.

29.

Makes appropriate entries in the corporate tracking system.

30.

For approved and conditionally approved filings, returns the
official file to IBF for additional processing. Go to step 32.

31.

If denied, go to step 37.

Authorization
IBF
32.

Reviews the official file and determines that all requirements have
been met or conditions imposed in the decision document have
been satisfied.

33.

Notifies the applicant by telephone of any outstanding issues.

34.

Prepares and mails an official authorization of the change of
status to the applicant together with the appropriate License
Certificate. Retains a copy in the official file.

35.

Notifies the ADC-FBA.

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36.

Makes appropriate entries in the corporate tracking system.

Close Out
IBF
37.

Reviews the file for completeness and forwards it to Central
Records.

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Federal Branches and
Agencies—Change of Status

Procedures—
Expansion of Activities

Prefiling Meeting
IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual.

Applicant
2.

Determines whether a prefiling meeting is needed to discuss filing
procedures.

3.

Conducts the prefiling meeting.

IBF
Filing the Application
Applicant
4.

Submits one original and one copy of the application and the
appropriate filing fee(s) to IBF.

Review
IBF
5.

Initiates and enters required information into the corporate tracking
system.

6.

Establishes the official file to maintain all original documents relating
to the application.

7.

Forwards the filing fee with a deposit memorandum (OCC Form
6043-01) to the Comptroller of the Currency, P.O. Box 73150,
Chicago, IL 60673-7150. Retains a copy of the check and
memorandum in the official file.

8.

Reviews the application to determine that the filing contains all of the
information necessary to reach a decision. If the application is

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incomplete, requests that the information from the representative be
provided by a specific due date.
9.

Once the application is deemed complete, prepares and sends a letter
to the applicant bank advising that the OCC deems the application
complete.

10.

If the proposal raises legal or other issues, solicits comments from IA
and/or other OCC divisions, as deemed appropriate, and requests that
comments be provided within 10 business days.

11.

Sends notice of the application and a request for comments to the
applicant’s home country supervisor. Requests that the supervisor
share any supervisory concerns they may have about the foreign bank’s
proposal to expand its activities in the U.S.

12.

Forwards a copy of the application to the ADC-FBA and requests that
comments be provided within 10 days. Of specific interest is the
ADC-FBA’s comments on potential supervisory issues.

13.

Initiates background checks if additional management is being
proposed to oversee the expanded activities and IBF deems it
appropriate (see ”Background Investigations” booklet).

14.

Analyzes the application and assesses:
C

Financial and managerial resources, proposed management, and
future prospects of the foreign bank and its effect on the proposed
limited federal branch or federal branch.

C

The legality of the proposal.

C

If applicable, whether the foreign bank and its U.S. affiliates
comply with applicable U.S. and foreign laws.

C

Whether the foreign bank has furnished to the OCC:
—

The information required to assess the application.

—

Adequate assurances that the OCC will have access to
necessary information on the operations or activities of the
foreign bank or any of its affiliates to determine and enforce
compliance with the IBA and other applicable federal
banking statutes.

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C

The extent of regulatory supervision by the home country
supervisor, i.e., whether the foreign bank is subject to
comprehensive supervision or regulation on a consolidated basis
by its home country supervisor, or the home country supervisor is
actively working to establish such supervisory approach.

C

Whether the home country has or is developing a legal regime to
address money laundering or is participating in multilateral efforts
to combat money laundering.

C

The recommendation and/or consent of the home country
supervisor, if applicable.

Decision
15.

Contacts the FRB to discuss any issues on the expansion of activities
application filed with them by the foreign bank.

16.

Prepares a confidential memorandum and decision letter
recommending a decision to the delegated official.

17.

Decides the application under delegated authority or forwards the
official file to BOS for decision. If referred to BOS, go to step 21.

18.

Notifies the ADC-FBA and applicant of the decision. Sends a copy of
the decision letter to the ADC-FBA and FRB.

19.

Makes appropriate entries in the corporate tracking system.

20.

Forwards to the ADC-FBA a copy of the confidential memorandum,
updated corporate tracking system comments, and any additional
material highlighting supervisory or licensing concerns. Go to step 28
to continue processing.

21.

Makes appropriate entries in the corporate tracking system.

22.

Reviews the file and all relevant information; solicits comments from
other OCC divisions, as appropriate; makes a recommendation; and
forwards the official file to the appropriate official for decision.

BOS

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23.

Notifies IBF of the decision.
If the application is denied or conditionally approved, forwards the
decision document, and transmittal letter to the Quality Assurance
Coordinator.

24.

Makes appropriate entries in the corporate tracking system and returns
the official file to IBF.

25.

If approved or conditionally approved, notifies the ADC-FBA, the
foreign bank’s representative, and the FRB by phone and letter of the
decision.

26.

Forwards to the ADC-FBA a copy of the confidential memorandum,
decision letter (including any attachments), updated corporate tracking
system comments, and any additional material highlighting supervisory
or licensing concerns.

27.

If denied, makes appropriate entries in the corporate tracking system
and reviews the file for completeness.

IBF

Close Out
IBF
28.

Forwards application file to Central Records (CR).

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Federal Branches and
Agencies—Change of Status

Procedures—Field
Investigation

Assignment and Preplanning
IBF
1.

Requests the ADC-FBA to assign a national bank examiner (NBE) for
the field investigation.

2.

Provides a Field Investigation Request (request) to the NBE along with
relevant materials; i.e., proposed license number, copies of the
application and any amendments, biographical information, and any
information on areas that IBF considers to warrant particular attention.

3.

Calls the spokesperson to schedule the investigation (normally
completed within 60 days from date of receipt of the conversion
application).

4.

Notifies the ADC-FBA and IBF of the start date and determines the date
for submission of the completed report.

5.

Prior to conducting the investigation:

NBE

C

Reviews the conversion application and any other information
forwarded with the request.

C

Schedules necessary interviews.

C

Reviews any special instructions in the request.

Onsite Review
6.

Performs the preconversion field investigation.

7.

Determines the institution’s condition based on judgments that:
C

Management ensures compliance with applicable federal and state
banking laws, rulings, and regulations.

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C

Management exhibits strategic planning skills that reflect a
reasonable prospect for the successful operation of the proposed
federal branch or agency.

C

Management’s soundness based on the condition of the institution
and on management’s ability to recognize and correct problems.

C

If the institution is FDIC-insured, its record of CRA performance
is at least satisfactory or not otherwise problematic.

C

The operations of the institution reflect sound credit skills and
funds management.

C

The institution’s compliance with national banking laws,
regulations, and rulings will be satisfactory.

8.

Schedules a meeting with management (this may include management
from the foreign bank’s home country) at the conclusion of the visit to
inform it of the findings.

9.

Discusses results of the investigation, highlighting the deficiencies,
recommendations, and suggestions with senior management.
Requests that management respond to major criticisms or take
corrective action prior to consummating the conversion. (The
institution’s response should be submitted to IBF.)

10.

Assigns preliminary ROCA ratings and, if applicable, a CRA
assessment.

11.

C

Preliminary ratings are not disclosed to management. The
composite rating will be disclosed in the preconversion field
investigation report.

C

If the preconversion field investigation reveals concerns, the OCC
may request additional information or clarification from the
converting institution.

Does not inform anyone outside of the OCC of the contents of the
investigation report.

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Report Preparation
12.

Prepares billing information in accordance with 12 CFR 8.6.

13.

Prepares a recommendation on the conversion and forwards the
written report in memorandum format and the field investigation
billing information to IBF, and:

14.

C

Briefly summarizes findings and conclusions and specifically
addresses any problems or area(s) of concern.

C

Retains the conversion application information, all investigation
work papers, and a copy of the written report.

Enters into SMS a background profile of the bank. (SMS may be
accessed by the branch’s proposed license number; however, the
branch will still be inactive at this time.)

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Federal Branches and
Agencies—Change of Status

Procedures—
Contraction of Activities

Filing the Notice
Foreign Bank
1.

Review

Submits one original notification letter to IBF requesting a change of
status through the contraction of activities.

IBF
2.

Initiates and enters required information into the corporate tracking
system.

3.

Establishes the official file to maintain all original documents relating
to the notice.

4.

Reviews the notice and determines that a legal opinion from the
foreign bank’s counsel is included together with, if applicable,
evidence of home country regulatory approvals.
C

If information is missing, contacts the foreign bank.

C

If contracting to a limited federal branch, determines if the foreign
bank needs an agreement with the FRB.

C

If a change of status of an insured branch, determines that any
requirements of the FDIC are satisfied.

5.

Advises the ADC-FBA of the notification.

6.

Sends an acknowledgment letter to the foreign bank (and a copy to the
ADC-FBA), advising that at the next onsite examination, the OCC will
verify that the operations of the limited federal branch or federal
agency conform to the requested type of license.

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Close Out
IBF
7.

Forwards file to Central Records.

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Federal Branches and
Agencies—Relocations

Introduction

The policies and procedures in this section apply to foreign banks seeking to
change the physical location of their federal branch or agency. Users of this
booklet also should refer to the Overview section for references to other
relevant booklets.

Applicability
A foreign bank planning to relocate its federal branch or agency must file an
application with and receive prior approval from the OCC.

Key Policies
General
A proposal to relocate generally does not require a prefiling meeting, unless it
involves a relocation from one state to another (”interstate relocation”). An
application to relocate within a state (”intrastate relocation”) is filed,
processed, decided, and effected within a relatively short period of time, if the
foreign bank qualifies for expedited review as described under the Summary of
Process subsection. The OCC decides applications for relocations by federal
branches or agencies in accordance with the provisions of pertinent federal and
state law.

Decision Criteria
The OCC will decide a relocation based on:
C Submission of required information to allow the OCC to assess the
application adequately.
C Any supervisory issues in connection with the federal branch or agency or
with the relocation.
For an interstate relocation, the applicant must comply with all understandings
and commitments contained in any Approval Order issued by the FRB.

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Standard Requirements
If the OCC approves a relocation request, the federal branch or agency must
relocate within 18 months from the approval date, or the approval
automatically terminates, unless the OCC grants an extension. The foreign
bank should advise the OCC promptly of any changes to the original
application between the time of the OCC’s decision and the relocation.

Special Conditions
The OCC may impose special conditions on its approval to protect the safety
and soundness of the federal branch or agency; prevent the risk of conflict of
interest; assure compliance with applicable laws; or for other supervisory,
compliance, or policy considerations.

Summary of Process
The foreign bank applicant submits an application to the OCC and publishes,
on the date the application is filed or as soon as practical before or after the
date of filing, a public notice containing specific information on the relocation
application. The OCC reviews each application for compliance with
applicable laws and regulations and considers any comments received within
the comment period.

Expedited Review
Expedited review is available for an eligible foreign bank proposing an
intrastate relocation. Under expedited review, an application for an intrastate
relocation is deemed approved on the seventh day after the close of the public
comment period, unless the OCC:
C Notifies the applicant prior to that time that the filing is not eligible for
expedited treatment.
C Approves, conditionally approves, or denies the application.
C Advises the applicant that the filing presents significant policy, legal, or
supervisory issues and is being removed from expedited review. (See 12 CFR
5.13 and the ”Public Involvement” booklet of the manual for additional
information on reasons for application removal from expedited review.)

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The OCC notifies an applicant promptly whenever it decides to remove an
application from expedited review and provides a written explanation of the
reasons for that decision. When an application is removed from expedited
review as a result of information obtained from a public comment, the OCC
will also inform the commenter.
The expedited review process is not available for interstate relocations.

Short Distance Relocations
A federal branch or agency relocating within the distance parameters outlined
in the Definitions section of this booklet for a ”short-distance” relocation
generally will receive expedited review and a shortened publication period.
The OCC decides short-distance relocations within seven days of the close of
the public comment period.

Standard Review
After the close of the public comment period, the OCC considers all
appropriate information and makes a decision to approve, conditionally
approve, or deny the application. A standard review means that the federal
branch or agency must receive a written decision from the OCC, and the
application will not be approved automatically through the passage of time.

Specific Requirements
General Publication Requirements
As required by 12 CFR 5.8, each foreign bank that proposes to relocate a
federal branch or agency must publish notice of the application in a newspaper
of general circulation in the community in which the applicant proposes to
engage in business on the date of filing or as soon as practicable before or after
the filing date. The comment period is 15 days for short-distance relocations
and 30 days for all other relocation applications. (See the sample Public
Notice in the Documents section of this booklet.)
The applicant must mail or otherwise deliver to IBF promptly after publication
a statement containing the date of publication, the name and address of the
newspaper that published the public notice, a copy of the public notice, and
any other information that the OCC requires.

State Law Considerations
The relocation must comply with applicable state laws, as determined by the
OCC. When a foreign bank proposes to relocate a federal branch or agency

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outside its current designated home state, the applicant foreign bank should
contact IBF at (202) 874-4730 for specific guidance.

National Historic Preservation Act (NHPA) and National
Environmental Policy Act (NEPA)
The applicant foreign bank must consider the implications of the NHPA and
NEPA in its relocation of its federal branch or agency and certify whether the
proposal will affect a historic district, site, building, structure, or object or the
quality of the human environment. The OCC considers historical preservation
and environmental factors in deciding relocation requests for a federal branch
or agency. (For a discussion of the NHPA/NEPA requirements, see the GPP
booklet.)

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Federal Branches and
Agencies—Relocations

Documents

Federal Branch and Agency Relocation Application
For OCC Use Only
Control No.
Date Received
Filing Fee Amount
Date Receipt
Acknowledged
Foreign Bank Identifying Information
Foreign Bank Name
(exact corporate title of bank)
Address

(headquarters office address of foreign bank, city, state, country)

Federal Branch or Agency Identifying Information
OCC License No.
Present Location

A fee of $

is enclosed.

(street address of federal branch, city, county, state, ZIP Code)

Proposed Location
(street address of federal branch, city, county, state, ZIP Code)
Desired Relocation Date
Application Identifying Information
Application is hereby made for permission to relocate a federal branch or agency
(within the same state/to another state).
Does the proposed relocation meet the distance criteria to qualify for a ”shortdistance” relocation pursuant to 12 CFR 5.3(l)?
Yes G No G

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Distance between present and proposed locations

(in feet or miles)

Does this application qualify for or has it been approved for expedited review?
Yes G No G
Representative Information
Name
Address
City

State

Phone No.

ZIP Code

Fax No.
(include country code and area code as applicable)

Publication Information
Public notice is being published in
on

,

(name and address of newspaper)

.

A copy and certification of publication

G is enclosed

G will be forwarded.

Requests for additional Information or other communications about this proposal
should be directed to:
(Name)

(Title)

(Mailing Address)
Statutory and Regulatory Factors

(Telephone Number)

1. Legality
a.

Do any federal and state legal requirements exist that will affect the planned
relocation?
Yes G No G
If ”yes,” does this filing comply with state law requirements?
Yes G

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No G

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If the preceding answer is ”no,” or if approval of this application would be
precedential under federal and/or state laws, list applicable law citations and
provide a legal analysis from counsel in support of the application.
b.

Are there any other legal issues involved with this proposal?
Yes G No G
If ”yes,” provide a legal analysis and fully discuss the legal issue(s).

c.

Is notice/application required by any other regulatory authority?
Yes G No G
If ”yes,” submit a copy of the notification/application.

2. Business
a.

Will the relocation alter the types of business conducted by the federal
branch or agency?
Yes G No G
If ”yes,” discuss management’s strategic plan for the relocated federal branch
or agency.

3. Community Reinvestment Act (CRA)
Is the federal branch insured by the Federal Deposit Insurance Corporation
(FDIC)?
Yes G No G
If ”yes,” CRA applies and the applicant should discuss how the relocation
will affect the assessment areas and the provision of banking services to the
community.
4. Environment
Will the proposed action affect significantly the quality of the human
environment, (e.g., air quality, water quality, noise levels, energy
consumption, congestion of population, solid waste disposal, or
environmental integrity of private land) within the meaning of the National
Environmental Policy Act (NEPA), 42 USC 4321, et seq.?
Yes G No G
If ”yes,” discuss plans to comply with NEPA’s requirements.
5. Historic Properties
Does the proposed relocation affect any district, site, building or structure
listed in, or eligible for listing in, the National Register of Historic Places
(National Register), pursuant to the National Historic Preservation Act
(NHPA), 16 USC 470?
Yes G No G

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If ”yes,” has the State Historic Preservation Office (SHPO) communicated its
determination of the effects of the relocation? Yes G No G
If ”yes,” please provide a copy of the letter. If ”no,” discuss the status.
Desired Action Date
I/we desire OCC action on this application no later than (date). I hereby certify that
senior management of the foreign bank has authorized the filing of this application
(certified authorization enclosed), and that to the best of my knowledge, it contains
no misrepresentations or omissions of material fact. In addition, I agree to notify
the OCC if the facts described in the filing materially change prior to receiving a
decision.

Signature of Authorized Officer
Typed Name
Title
Date
Enclosures: (As applicable)
G
G
G
G
G
G
G

Filing fee
Proof of publication
Legal opinion
Other regulatory applications/notices
Reason for relocation
CRA discussion
SHPO letter

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Sample Public Notice
The following language may be used to meet the publication requirements:
Notification is hereby given that (name of foreign bank and complete address of
headquarters) has filed an application with the Office of the Comptroller of the
Currency on (date), for permission to change the location of its (federal branch or
agency) from (present address) to (proposed address).
Any person wishing to comment on this application may file comments in writing
with the Deputy Comptroller, International Banking and Finance, 250 E St., SW,
Washington, DC 20219 within (15 days for short-distance relocations/30 days for all
others) of the date of this publication. The public portions of the application are
available in International Banking and Finance for public inspection during regular
business hours.

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Cover Letter for a Relocation Application
Date
Deputy Comptroller
International Banking and Finance
Comptroller of the Currency
250 E Street, SW
Washington, D.C. 20219
Dear Deputy Comptroller:
We request approval to relocate our (federal branch/limited federal branch/federal
agency), license number
, from (current location) to (proposed location). Our
counsel has advised us that the relocation is not in contravention of applicable
federal or state laws. [If required] A legal opinion is enclosed.
Legal notice of this application (is being/has been) published. A copy of the notice
and newspaper certification (will be forwarded/is enclosed).
Enclosed is the relocation application and a check payable to the Office of the
Comptroller of the Currency for the required application fee. Please contact
(representative’s name) at the address and telephone number listed in the application,
if you have any questions about the enclosed application.
Sincerely,

(Signature)
(Typed name of foreign bank representative)
(Typed title of foreign bank representative)
Enclosures

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Notice of Effective Date for Relocation
Date
Deputy Comptroller
International Banking and Finance
Comptroller of the Currency
250 E Street, SW
Washington, DC 20219
Re:

Effective Date for Relocation of (name of federal branch or agency)
Control No.

Dear Deputy Comptroller:
, this is to inform you that (name
As required in your approval letter dated
of federal branch or agency) will relocate from (address of present location) to
(address of approved location) effective (date).
Please issue the appropriate relocation authorization document(s). If you have any
questions, please contact (name and telephone number).
Sincerely,
)Signature)

Name and Title

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Federal Branches and
Agencies—Relocations

Procedures

Prefiling
IBF
1.

Refers an applicant foreign bank that requests instructions to this
section of the ”Federal Branches and Agencies” booklet.

Applicant or IBF
2.

Requests a prefiling meeting to review procedures for relocations of
federal branches and agencies and factors that may influence the
OCC’s review of the application. If an interstate relocation proposal,
advises applicant that an application also must be made to the FRB.

3.

If any prefiling discussions or meetings reveal significant policy, legal,
or supervisory issues, immediately contacts the Counselor for
International Activities (IA) and/or Bank Organization and Structure
(BOS) to discuss processing.

4.

Prepares memoranda on all prefiling discussions. Retains memoranda
and other information in a pending file.

IBF

Filing the Application and Publication
Applicant
5.

Submits by hand, or by mail, return receipt requested, one original and
one copy of a letter with an application and the appropriate filing fee
to IBF requesting permission to relocate (see Sample Cover Letter and
Application to Relocate — Documents). Makes check payable to the
Comptroller of the Currency. Filing fees are not refundable.

6.

Publishes a notice as soon as practicable before or after the date of
filing. (See sample Public Notice in the Documents section.)

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Review
IBF
7.

Enters appropriate information into the corporate tracking system.

8.

Establishes the official file to maintain all original documents.

9.

Forwards the filing fee and the deposit memorandum (Form 6043-01)
to the Comptroller of the Currency, P.O. Box 73150, Chicago, Illinois
60673-7150. Retains a copy of the check and memorandum in the
official file. Contacts the applicant if the filing fee is not received or is
incorrect.

10.

Reviews the application to determine that the filing contains all
information necessary to reach a decision. If the application is for an
interstate relocation, determines that the applicant also files with the
FRB. If the application is incomplete, requests that the information
from the representative be provided by a specific due date.

11.

Determines if the federal branch or agency meets the qualification
criteria and is ”eligible” for expedited review per 12 CFR 5.3(g), and:
C

If not eligible, prepares and sends a letter to the applicant
providing notice of standard processing within five business days
of receipt of the application. The letter must include the
explanation of the reasons for that decision. Includes the control
number and OCC contact person.

C

If eligible, acknowledges filing within five business days of
receipt. Includes the control number and OCC contact person.

12.

If the filing presents significant policy, legal, or supervisory issues,
contacts IA and/or BOS to discuss processing.

13.

Within five business days of receipt:
C

Notifies the Assistant Deputy Comptroller for Federal Branches
and Agencies (ADC-FBA) of the filing. Requests that comments
from the ADC-FBA be submitted within 15 days (or five
business days of a short distance relocation that qualifies
for expedited review).

C

If a legal issue has been identified or a legal opinion was
submitted with the filing, forwards relevant materials to IA with

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comments due within 15 calendar days (or five business days of a
short distance relocation that qualifies for expedited review).
C

Solicits comments from other OCC divisions, as appropriate, with
responses due within 15 days (or five business days of a short
distance relocation that qualifies for expedited review).

C

Contacts BOS if the proposal will:

C

—

Affect significantly the quality of the human environment.

—

Affect any district, site, building or structure listed in, or
eligible for listing in the National Register of Historic
Places (see GPP for NEPA/NHPA related processing).

If issues are raised, informs the applicant immediately in writing
that it is no longer qualified for expedited review and identifies
the specific reason(s). Updates the corporate tracking system and
the file as appropriate.

Public Comments and Hearings
14.

If a copy of the application is requested, public comments filed, or a
hearing requested, refers to the ”Public Involvement” booklet. Public
comments should be forwarded to appropriate units for evaluation and
advice. If an adverse CRA comment is received, notifies BOS promptly.
Proceeds as appropriate.

Decision
15.

After the close of the public comment period:
C

For a federal branch or agency eligible for expedited review,
before expiration of the processing period, verifies that there are
no reasons for disqualification from expedited review, and:
—

If the applicant remains qualified, proceeds to the next
step.

—

If the applicant is disqualified, immediately notifies the
applicant that it no longer qualifies for expedited review,
identifies the specific reason(s), and requests any necessary
information from the applicant, specifying a response date.

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16.

Prepares a confidential memorandum and decision letter and forwards
them to the delegated official.

17.

Decides the application under delegated authority or forwards the
official file to BOS for decision. If non-delegated, go to step 23.

18.

Notifies the ADC-FBA and the applicant of the decision. Notifies
interested parties, if applicable.

19.

Sends the applicant a decision letter and copies the ADC-FBA.

20.

If the application is conditionally approved or denied, forwards a copy
of the confidential memorandum, decision document, and transmittal
letter to the Quality Assurance Coordinator.

21.

Makes appropriate entries in the corporate tracking system.

22.

If the application is denied, go to step 36. Otherwise, go to step 31.

23.

Makes appropriate entries in the corporate tracking system.

24.

Reviews the file and all relevant information; solicits comments from
other OCC divisions, as appropriate; makes a recommendation; and
forwards the official file to the appropriate official for decision.

25.

Notifies IBF of the decision.

26.

If the application is conditionally approved or denied, forwards a copy
of the confidential memorandum, decision document, and transmittal
letter to the Quality Assurance Coordinator.

27.

Makes appropriate entries in the corporate tracking system.

28.

Returns the official file to IBF.

29.

IBF notifies the ADC-FBA and the applicant of the decision. Sends the
applicant a decision letter and copies the ADC-FBA. Notifies
interested parties, if applicable.

BOS

IBF

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30.

For approved and conditionally approved filings, go to the next step. If
denied, go to step 36.

Applicant
31.

Notifies IBF of the desired relocation date at least 10 days prior to the
planned effective date.

Authorizations
IBF
32.

Reviews the official file and determines that all required actions have
been completed.

33.

Notifies the federal branch or agency by telephone of any remaining
issues.

34.

Prepares and mails an official authorization letter to the federal branch
or agency on the planned relocation date. Retains a copy in the official
file and forwards a copy to the ADC-FBA.

Close Out
IBF
35.

Makes appropriate entries in the corporate tracking system.

36.

Reviews the file for completeness and forwards it to Central Records.

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Federal Branches and
Agencies—Fiduciary Powers

Introduction

This section addresses policies and procedures applicable to a foreign bank
interested in exercising fiduciary (trust) powers through its federal branch.
Federal agencies are not permitted by law to exercise fiduciary powers. Also
discussed in this section is the revocation of fiduciary powers by the OCC and
procedures for a federal branch to surrender them voluntarily. Users also
should refer to other sections in this booklet for additional information as
applicable and to the Fiduciary Powers booklet of the Comptroller’s Corporate
Manual.

Applicability
The OCC requires foreign banks that operate a federal branch to seek prior
approval to offer fiduciary services to the public. A state branch of a foreign
bank seeking to convert to a federal branch must request and obtain prior OCC
approval to exercise fiduciary powers regardless of whether it currently
exercises them. Additionally, a foreign bank that acquires a federal branch or
agency that does not currently exercise fiduciary powers, directly or indirectly,
or through merger, consolidation, or similar transaction, needs prior OCC
approval if it desires to exercise fiduciary powers.

Key Policies
General
A federal branch may apply for fiduciary powers in conjunction with an
establishment application or at any time after opening for business.
The OCC views the exercise of fiduciary powers primarily as a business
decision of the foreign bank. The OCC generally grants permission to exercise
fiduciary powers to federal branches operating in a satisfactory manner,
provided:
C The proposed activities comply with applicable statutes and regulations,
including federal law (12 USC 92a) and state and local statutes and
regulations.
C The federal branch provides for and retains qualified fiduciary management.

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The OCC requires that federal branches licensed for less than two years submit
information discussing how the fiduciary powers will complement the bank’s
strategy as submitted at the time the federal license was granted. The OCC
may request additional information depending upon the condition of the federal
branch.

Decision Criteria
When deciding whether to approve, conditionally approve, or deny an
application for fiduciary powers, the OCC considers:
C The condition of the foreign bank.
C The condition of the federal branch and its history of compliance with U.S.
laws, if applicable.
C The character and ability of proposed fiduciary management, including
qualifications, experience, and competency.
C The needs of the community to be served (see 12 USC 92a(I)).
C The adequacy of the proposed ”operating plan.”
The OCC may deny a request for fiduciary powers, if federal branch activities
do not comply with applicable state and federal laws (12 USC 92a and 12 CFR
9), or if the federal branch does not provide for and retain qualified fiduciary
management.

Summary of Process
A foreign bank submits an application for fiduciary powers in letter form to
IBF, providing specific information and the appropriate filing fee (see
Documents — Application Letter). If the request is part of an initial or
additional federal branch or agency application or a conversion filing, no
separate fee for trust powers should be included. The OCC sends an
acknowledgment letter within five business days from receipt of the application
and will notify the foreign bank in writing of its decision.

Expedited Review
If the foreign bank is eligible and the filing qualifies for expedited review, the
application will be reviewed to ensure that all information has been submitted,
and there are no new or novel policy issues. (See ”eligible foreign bank” in the

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Definitions section of this booklet.) The OCC will notify an eligible foreign
bank of the OCC’s decision within 30 days of receipt of the application. If the
applicant does not receive a decision within that time period and is not
otherwise notified that the processing time has been extended, approval is
granted automatically 30 days after the date the OCC receives an application.
A foreign bank ineligible for expedited review may not exercise fiduciary
powers until notified by the OCC in writing.

Timing of Decision
Generally, a fiduciary powers request that is filed with an application to open
an initial or additional federal branch will be decided at the same time as the
federal branch application. However, a fiduciary powers permit will not be
issued until the federal branch opens for business. The federal branch may
exercise trust powers once it receives the permit.

Commencement of Activity
The federal branch must begin exercising fiduciary powers within 18 months of
approval. It must request and receive OCC approval for any changes it wishes
to make in the proposed trust management before commencing its fiduciary
business.

Surrender or Revocation of Fiduciary Powers
Surrender
A foreign bank may discontinue and surrender voluntarily the fiduciary powers
of its federal branch. To do so, it must notify and file with IBF a certified copy
of a resolution adopted by its senior bank management to surrender trust
powers. It also must return any trust permit previously issued.
The branch or agency may be classified either as inactive, or it may surrender
its fiduciary powers altogether. In either case, the board of directors must
arrange for a final audit of the fiduciary accounts. In addition, the OCC may
conduct a closing investigation to determine if the bank has been discharged
completely from its fiduciary obligations (i.e., all accounts have been properly
closed and distributed or transferred to substitute fiduciaries). The appropriate
supervisory office will decide whether to conduct a closing investigation.
After the OCC is assured that the federal branch is relieved of all fiduciary
duties pursuant to state law and the Trust Permit has been returned, the OCC
will issue to the foreign bank a notice certifying that the federal branch is no

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longer authorized to exercise fiduciary powers. (See also the Voluntary
Liquidation section of this booklet.)

Revocation
Pursuant to U.S. laws and regulations, the OCC may serve a foreign bank with
a notice of its intent to revoke the authority of the federal branch to exercise
the fiduciary powers. When such powers are revoked, the federal branch must
surrender the Trust Permit previously issued by the OCC.

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Federal Branches and
Agencies—Fiduciary Powers

Documents

Application Letter—Fiduciary Powers
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Re: Fiduciary Powers Application, Federal Branch License No.
Dear Deputy Comptroller:
We request approval to exercise (all permissible fiduciary powers or the following
limited fiduciary powers) [If appropriate, list fiduciary powers requested].
The fiduciary powers we propose to exercise are not in contravention of applicable
state and local laws, and we enclose an opinion of counsel listing the applicable laws
and attesting to this fact. The trust activities will be conducted at the office of the
federal branch located at (address).
The foreign bank’s capital and surplus are not less than that required by state law of
state banks, trust companies, and other corporations exercising fiduciary powers.
Biographical information on the proposed fiduciary management, including
educational and professional credentials, and previous five-year employment history,
is enclosed. This information describes the proposed management’s fiduciary
experience and includes a discussion of the proposed activities and why proposed
management is able to manage them.
[For federal branches that have been licensed less than two years] We enclose the
bank’s operating plan for our U.S. operations.
I certify that senior management of the foreign bank has authorized the filing of this
application, and that the information contained in this filing has been examined
carefully by me and is true, correct, and complete and is current as of the date of this
submission. Additionally, I agree to notify the OCC if the facts described in the filing
change materially prior to the bank receiving a decision or at any time prior to
commencement of the activity. I acknowledge that any misrepresentation or omission
of a material fact constitutes fraud in the inducement and may subject me to legal
sanctions as provided by 18 USC 1001.

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We enclose a check for (amount) payable to the Comptroller of the Currency in
accordance with the current annual Notice of the Comptroller of the Currency Fees.
We desire OCC action on this application no later than (date).
If you have questions, please contact (name, address, city, state, ZIP Code) at
(telephone and facsimile numbers, including area code).
Sincerely,
—Signature—
Name and Title
Enclosures

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Fiduciary Operating Plan—Instructions
(To be submitted by federal branches licensed less than two years or as required by
the OCC.) Submit a copy of the projected operating plan or feasibility study
prepared to support the establishment of the proposed fiduciary operation. The plan,
at a minimum, should address sufficiently the following considerations.
1. Discuss the applicant bank’s plans for fiduciary activities at the federal branch and
how they relate to the bank’s overall U.S. strategy.
2. Identify the proposed primary market area by:
C

Demonstrating the need for fiduciary services in the proposed market area
and the degree to which business may be drawn from outside this area.

C

Specifying the types of fiduciary services to be offered and the fees to be
charged for each service.

3. Identify the institutions offering fiduciary services in the same market area and
their competitive role, including their relative size and market share of fiduciary
business. The applicant should describe in what way it intends to draw from
those institutions or otherwise establish its fiduciary customer base.
4. Provide an estimate of the number of fiduciary accounts and the projected
volume of assets under management for the first three years of operation.
5. Provide a resume or work experience chronology of the proposed trust officer(s).
6. Discuss any additional factors that the applicant considers may be relevant to
OCC’s decision.

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Notice of Commencement of Fiduciary Activities
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Re:

Fiduciary Powers Request, Control Number

Dear Deputy Comptroller:
Per the (approval/conditional approval) granted to us on (date), we commenced
fiduciary activities on (date). This information is provided to complete your records.
Sincerely,
—Signature—
Name and Title

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Senior Management Resolution on Surrender of Fiduciary Powers
Senior management of (name of foreign bank and country), operating federal branch
license (number), located at (street address, city, state) on (date):
RESOLVED, that (name of federal branch) will surrender on (planned effective date)
the fiduciary powers granted by the Office of the Comptroller of the Currency (OCC).
Please find enclosed the Trust Powers Permit issued by the OCC.

Name and Title
(Representative of senior management
of the foreign bank)
Enclosure

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Federal Branches and
Agencies—Fiduciary Powers

Procedures—
New Powers

Filing the Application
IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual.

Applicant
2.

Submits to IBF an application requesting permission to exercise fiduciary
powers (see Application Letter— Fiduciary Powers in the Documents
section).
An expedited application must contain:
G

A statement requesting full or limited powers. (Limited powers
must be specified.)

G

The location(s) in which the services will be offered.

G

A statement that the capital and surplus of the foreign bank are
not less than that required by state law for state banks, trust
companies, and other corporations chartered by that state that
exercise comparable fiduciary powers.

G

Sufficient biographical information on the proposed trust
management personnel, including educational and professional
credentials and a five-year employment history, emphasizing their
trust experience and discussing their ability to perform the
proposed activities.

G

The prescribed filing fee. Makes check payable to the
Comptroller of the Currency. Filing fees are not refundable. (See
OCC Bulletin Notice of the Comptroller of the Currency Fees).

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For a standard application, the following additional items are
required:
G

An opinion of the bank’s counsel that the proposed fiduciary
activities do not violate applicable law, including citations.

G

(For branches licensed less than two years) An operating plan for
the trust department that contains, at a minimum, number of
accounts, projected volume of assets under management, services,
and target market (see Documents section in this booklet).

Review
IBF
3.

Enters appropriate information into the corporate tracking system.

4.

Establishes an official file to maintain all original documents.

5.

Forwards the filing fee and the deposit memorandum (Form 6043-01) to
the Comptroller of the Currency, P.O. Box 73150, Chicago, Illinois
60673-7150. Retains a copy of the check and memorandum in the
official file.

6.

Within five business days, sends an acknowledgment letter (if
applicable) and reviews the application and any other relevant
information about the foreign bank.

7.

Determines if the federal branch meets the qualification criteria and is
eligible for expedited review per 12 CFR 5.3(g), and:

8.

C

If not eligible, prepares and sends a letter to the applicant,
providing notice of standard processing within five business days
of receipt of the application. Includes the control number and
OCC contact person.

C

If eligible, acknowledges filing within five business days of
receipt. Includes the control number and OCC contact person.

Also, within five business days, solicits comments from the ADC-FBA
and other OCC divisions, as appropriate. Preliminary comments should
be submitted to IBF within 15 days from the request.

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9.

Requests clarification or additional information from the applicant, as
necessary, and prepares the Expedited Review Form or confidential
memorandum.

Decision
10.

For expedited review, submits completed Expedited Review Form and a
decision letter to the appropriate delegated official for decision.
For standard review, prepares and forwards a confidential
memorandum and decision letter recommending a decision to the
delegated official.

11.

Decides application under delegated authority or forwards the official
file to the BOS for decision. If nondelegated, go to step 16.

12.

Notifies the ADC-FBA and applicant of the decision and sends a decision
letter.

13.

If the application is denied or conditionally approved, forwards a copy
of the Expedited Review Form and decision letter, or confidential
memorandum, decision document, and transmittal letter to the Quality
Assurance Coordinator.

14.

Makes appropriate entries in the corporate tracking system.

15.

If denied, go to step 26. Otherwise, go to step 24.

16.

Makes appropriate entries in the corporate tracking system.

17.

Reviews the file and all relevant information, makes a recommendation,
and forwards the official file to the appropriate delegated official for
decision.

18.

Notifies IBF of the decision.

19.

If the application is denied or conditionally approved, forwards a copy
of the confidential memorandum, decision document, and transmittal
letter to the Quality Assurance Coordinator.

BOS

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20.

Makes appropriate entries in the corporate tracking system.

21.

Returns the official file to IBF.

22.

Notifies the ADC-FBA and the applicant of the decision. Sends letter to
both.

23.

If denied, go to step 26.

IBF

Applicant
24.

Notifies the OCC within 10 days following the commencement of
fiduciary activities.

Close Out
IBF
25.

Makes appropriate entries in the corporate tracking system to indicate
that fiduciary powers are effective.

26.

Reviews the file for completeness and forwards it to Central Records.

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Federal Branches and
Agencies—Fiduciary Powers

Procedures—Surrender

Submission
Applicant
1.

Arranges for a final audit of the fiduciary account.

2.

Submits to IBF a certified copy of a resolution adopted by senior
management of the foreign bank, stating its decision to surrender the
fiduciary powers of the federal branch.

3.

Returns to IBF the OCC’s original Trust Powers Permit.

Review
IBF
4.

After ensuring that the federal branch is relieved of all fiduciary duties,
issues a notice certifying that the federal branch is no longer authorized
to exercise fiduciary powers.

5.

Makes appropriate entries in the corporate tracking system to indicate
that trust powers are no longer authorized.

6.

Notifies the ADC-FBA.

Close Out
IBF
7.

Reviews the file for completeness and forwards it to Central Records.

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Federal Branches and
Agencies—Voluntary Liquidation

Introduction

This section should be used together with other sections in this booklet and
other booklets of the manual as referenced in the Overview section. Users
should also refer to the Acquisitions section in this booklet if the liquidation
occurs in connection with an acquisition by merger, consolidation, or other
similar transaction of federal branch or agency operations in the U.S.

Background
The policies and procedures discussed in this section address the voluntary
liquidation of a federal branch or agency. A voluntary liquidation occurs when
the senior management of the foreign bank decides to discontinue operations of
the federal branch or agency and proceeds with a plan of liquidation to
terminate the affairs of the foreign bank office.

Applicability
A federal branch or agency that proposes to close its operations and to
liquidate voluntarily must comply with the requirements in 12 CFR 28.22, 12
CFR 5.48, and the Comptroller’s Corporate Manual. The federal branch or
agency must file a notice with the OCC and publish a notice of its intent to
cease operations.

Key Policies
The OCC generally requires that the provisions of 12 USC 181 and 182 be
followed in a liquidation of a federal branch or agency. A federal branch or
agency in voluntary liquidation must make regular reports to the OCC until the
liquidation process is completed and its operations are terminated. The OCC
monitors voluntary liquidations to ensure compliance with applicable statutes.
The OCC requires maintenance of a capital equivalency deposit (CED) by the
federal branch or agency, until the voluntary liquidation and final dissolution of
the federal branch or agency is completed.

Summary of Process
Once a foreign bank decides to liquidate its federal branch or agency, it should
submit a notice to IBF of its intent to voluntarily liquidate and publish notice in
a local newspaper with general circulation. In general, the assets of the federal
branch or agency should not be distributed until after the required public
notice period has ended. During a voluntary liquidation, the federal branch or

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agency must comply with normal OCC reporting requirements. Additionally,
the federal branch or agency must make annual filings on the progress of the
liquidation and a Final Report of Liquidation upon its completion. Foreign
banks seeking an expedited liquidation process, resulting from an acquisition
through merger, consolidation, or similar transaction, should contact IBF for
specific requirements and further guidance.
Upon completion of a liquidation, the foreign bank should return the federal
branch or agency license, and if applicable, its fiduciary permit to the OCC
with its Final Report of Liquidation. It also must return all OCC reports of
examination or certify that they have been destroyed. The OCC will notify the
foreign bank when it deems that all of the requirements of voluntary liquidation
have been met and the operations of the federal branch or agency are finally
dissolved. The OCC will not release the CED to the foreign bank until all
necessary requirements are met.

Specific Requirements
Expedited Liquidation
A federal branch or agency seeking an expedited liquidation process should
contact IBF for guidance. The OCC permits an expedited liquidation of a
federal branch or agency for:
C

Acquisition transactions whereby an acquiring U.S. bank purchases all
the assets and assumes all the liabilities of the federal branch or agency,
including all contingent liabilities.

C

Consolidation of the foreign bank’s offices in the United States.

These transactions allow the liquidating federal branch or agency to surrender
its license and dissolve immediately after the acquisition or consolidation has
been consummated.
Generally, an expedited liquidation process is available for acquisition or
consolidation transactions, if:

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C

The foreign bank’s senior managers have resolved to liquidate the
operations of the federal branch or agency.

C

The foreign bank has notified IBF of its plans.

C

The acquiring bank, or the consolidating foreign bank, certifies to the
OCC that the ownership of all the assets and liabilities, including all
contingent liabilities, of the liquidating federal branch or agency have
been transferred.

C

The federal branch or agency has published notice of the intent to
dissolve the federal branch or agency after the combination or
consolidation transaction (see Public Notice section below).

Standard Voluntary Liquidation
A foreign bank that wishes to close its federal branch or agency through a
voluntary liquidation may do so according to the procedures in this section.
The foreign bank must file a written notice with IBF that includes:
C

A resolution to liquidate the federal branch or agency adopted by senior
management of the foreign bank.

C

A certification of senior management that states that total assets exceed
total liabilities, including contingent liabilities of the federal branch or
agency.

C

A plan of liquidation.

C

The anticipated date of closure to the public.

Capital Equivalency Deposit (CED)
Generally, the OCC will release a CED to a foreign bank following the
completion of a voluntary liquidation and final dissolution of the foreign
bank’s federal branch or agency.
The OCC will continue to monitor the branch or agency’s termination process
to ensure compliance with applicable statutes pertaining to voluntary
liquidation and the CED. Generally, the OCC will hold the CED until all
federal branch or agency liabilities have been resolved. Persons wishing to file

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claims, after liquidation of the federal branch or agency and return of the CED,
must make them against the foreign bank in the appropriate jurisdiction.

Disposition of Assets
The liquidating agent will liquidate the assets of the federal branch or agency
for the benefit, first, of its depositors and other creditors and, then, of the
foreign bank. The agent may not dispose of the assets of the federal branch or
agency to favor some creditors more than others (unless entitled by law to do
so). A liquidating agent may not dispose of the assets of the federal branch or
agency, or transfer them to the foreign bank, until all depositors’ and creditors’
claims have been identified and evaluated.

Examinations or Field Investigations
The OCC may perform regular and special examinations or field investigations
of a federal branch or agency in liquidation, until the claims of all creditors
have been satisfied, and the liquidation process is completed pursuant to 12
CFR 28.18 and 5.48. The foreign bank of the federal branch or agency is
responsible for the cost of any regular or special examinations conducted by
the OCC during the voluntary liquidation phase of the branch or agency.

Fiduciary Responsibilities
Whenever a federal branch exercising fiduciary powers is in voluntary
liquidation, the agent shall liquidate fiduciary accounts in accordance with 12
USC 92a(j) and 12 CFR 9.

Liquidating Agent
Senior management of the foreign bank must appoint a liquidating agent and
publish notice of the intent to voluntarily liquidate and close the operations of
the federal branch or agency. The liquidating agent should reside in the U.S.
during the liquidation process. Senior management of the foreign bank must
continue to monitor the federal branch or agency and its liquidation through
the liquidating agent.
The liquidating agent may be the general manager of the federal branch or
agency, a management committee member of the federal branch or agency, or
another responsible person designated by the senior management. The
liquidating agent must post a bond in favor of the federal branch or agency.

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After considering the nature and value of the assets to be liquidated, the bond
must carry an amount deemed adequate by senior management of the foreign
bank. The resolution adopted by senior management of the foreign bank must
specify the dollar amount to be posted as a bond for the liquidation agent.

Offshore Shell Branches
Prior to completion of a voluntary liquidation, the management and control of
any offshore shell branch activity, otherwise conducted through the federal
branch or agency in liquidation, must be transferred to other units of the
foreign bank or terminated. The management and control by the federal branch
or agency of any offshore shell branch activity will cease upon the completion
of the liquidation and final dissolution of the federal branch or agency.

Loan Production Offices
A foreign branch and agency that operates a loan production office must
include it in the liquidation process of the federal branch or agency.

Public Notice
Expedited Voluntary Liquidation
The public comment period for an expedited voluntary liquidation is 30 days,
unless the OCC determines a shorter period is warranted. The notice must
announce that the federal branch or agency is closing its operations and that
creditors should present their claims for payment. A sample notice of
publication is included in the documents section of this booklet.
Notice of the application must be published in a newspaper of general
circulation in the community where the federal branch or agency is located.
The public notice must be published three times, at intervals spaced throughout
the 30-day comment period. The first publication should be on or about the
date the application is filed with the OCC, but in no event more than three
days before or after the date the application is filed. The applicant should
submit to the OCC confirmation of the public notice as part of the voluntary
liquidation notice.
Standard Voluntary Liquidation
The federal branch or agency must publish daily for two months in a local

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newspaper notice of the impending closure of the federal branch or agency (see
Public Notice sample). If only weekly publication is available, the notice must
be published for nine consecutive weeks. The notice must announce that the
federal branch or agency is closing its operations and that creditors should
present their claims for payment. The first publication of the liquidation
should appear on or before the date the liquidation begins and final publication
should be prior to the date the federal branch or agency closes to the public.

Reports
At the commencement of its liquidation, a federal branch or agency must
submit to IBF a report of its condition. This filing requirement is met by
submitting to IBF a Report of Assets and Liabilities of U.S. Branches and
Agencies of Foreign Banks (FFIEC Form 002) and a report of all contingent
liabilities as of the close of the last business day prior to the start of the
liquidation. The Report of Assets and Liabilities must include a maturity
schedule of all remaining liabilities, if any. The federal branch or agency in
liquidation must continue to file the FFIEC Form 002 Report, and its
supplement, FFIEC Form 002S, if applicable, quarterly, or until the liquidation
is complete.
Additionally, the liquidating agent for the federal branch or agency must submit
quarterly to IBF a Report of Progress of Liquidation, unless requested to file it
more often, until the liquidation is complete and the federal branch or agency
is dissolved finally. A copy of the report must be provided to the ADC-FBA.

Other
Additional requirements apply if the voluntary liquidation involves an FDIC
insured federal branch. In such cases, the foreign bank should refer to 12 USC
1818(p) and (q) and 12 CFR 307. The foreign bank should contact IBF for
guidance and instructions. If the liquidation occurs in connection with an
acquisition by merger, consolidation, or other similar transaction of federal
branch or agency operations in the U.S., expedited procedures may be
available.

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Federal Branches and
Agencies)Voluntary Liquidation

Documents

Notice Letter)Standard Voluntary Liquidation
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Re:

Standard Voluntary Liquidation

Dear Deputy Comptroller:
(Name of bank) intends to liquidate voluntarily and close its (federal branch/ limited
located at (street address,
federal branch/federal agency) license number
city, county, and state). The proposed effective date for closing the office is
.
Enclosed please find a senior management resolution formalizing the decision to
liquidate and close the federal branch or agency. The resolution appoints, (name) at
(telephone number including area code), as liquidating agent and specifies the dollar
amount of the bond posted for the liquidating agent in favor of (the federal
branch/limited federal branch/federal agency) at (amount), (if applicable). Our
liquidation plan is enclosed.
Public notice is being published in (name and address of newspaper) on (list all dates
for publication). A copy and certification of publication will be forwarded at the end
of the publication period.
(Name of bank) hereby certifies that on the date liquidation begins, the federal
branch’s or agency’s total assets will exceed its total liabilities, including contingent
liabilities. If you have any questions, please contact (name) at (telephone number,
including country and area code, as appropriate).
Sincerely,
— Signature —
Name and Title
Enclosure

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Resolution to Voluntarily Liquidate
Senior management of (name of foreign bank and country), operating a (federal
branch/limited federal branch/federal agency), license number ( ), located at (street
address, city, state), on (date):
RESOLVED, that (name of federal branch/limited federal branch/federal agency) be
placed in voluntary liquidation, under the provisions of applicable law, to take effect
on (planned closing date) and,
RESOLVED, that the following person(s) be appointed to serve as liquidating
(agent/committee of the federal branch/limited federal branch/federal agency). The
liquidating (agent/committee’s) bond shall be posted in the amount of
U.S. $
.
(The first name listed should be the agent/correspondent for the liquidating
committee.)
NAME

BUSINESS ADDRESS AND
TELEPHONE NUMBER (including area code)

1.
2.

3.

The proposed voluntary liquidation will be published daily for eight weeks (weekly
for nine weeks if daily publication is not available), beginning (date of first
publication) in (name of newspaper), circulated in (location of federal branch, limited
federal branch, federal agency).

I hereby certify that the foregoing is an accurate report of the resolutions
adopted by senior management on this
of
,
.
(Seal of Bank)

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Public Notice of Voluntary Liquidation
Public Notice
Notice is hereby given that notification has been made to the Comptroller of
the Currency, International Banking and Finance, to voluntarily liquidate
(exact corporate name of the federal branch, limited federal branch, federal agency)
located at (complete street address, including city/town, county, state) .
The (federal branch/limited federal branch/federal agency) is closing its affairs. Creditors
should present their claims against the (federal branch/limited federal branch/federal
agency) for payment by mail to (mailing address) or in person to (street address).
Liquidation will commence on (date).
A copy of the resolution for voluntary liquidation may be inspected at the
(federal branch/limited federal branch/federal agency) at (street address) during regular
business hours.
This notice is published pursuant to 12 USC 182 and 12 USC 3102.

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Liquidation—Interim Progress Report
Federal Branch, Limited Federal Branch, Federal Agency Identifying Information
Date Liquidation Started

OCC License No.
Name

Address

(exact name of federal branch/limited
federal branch/ federal agency)
(office address, street, city, state, ZIP Code, country)

Liquidating Agent/Correspondent Identifying Information
Name
Address
City

State

Phone No.

ZIP Code
Fax No.

Since the (original/last reported) appointment of the liquidating agent/committee,
senior management has made the following changes:
Name/Address of Appointee

Appointed to Succeed

Effective Date

1.

2.

Report of Progress of Liquidation
Briefly summarize the progress of the liquidation during the past reporting period.

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Explain the plans in progress for completing the liquidation, discuss the status of any
pending litigation or court ordered liabilities, and state the anticipated liquidation
completion date.
All creditor claims, including all claims asserted during the period of advertisement
for claims, (have/have not) been paid fully or assumed by the bank.
Types of Outstanding Liabilities

Amount
(in U.S. $)
$
$
$
$
$
Total$

Aggregate book value of assets received originally
by liquidating agent or committee

$

Amount of cash received originally by liquidating
agent of committee

$
Total$

The present book value of remaining unliquidated assets

$

Amount of cash on hand

$
Total$

Fiduciary Activities (if applicable)
If the federal branch or limited federal branch had a trust department, detail the
disposition since liquidation.
Number of fiduciary accounts as of the effective date of liquidation:

.

Number of fiduciary accounts closed, transferred, or otherwise disposed of since
effective date of liquidation:
.
Number of fiduciary accounts remaining:

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.

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This report and any attachments/schedules are as of (date)
correct to the best of my knowledge and belief.
Executed this

(Liquidating Agent)

of

,

and certified to be

.

(Correspondent for Committee)

(If there is a liquidating committee, every member of the committee should sign.)

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Liquidation—Final Report
Federal Branch, Limited Federal Branch, Federal Agency Identifying Information
Date Liquidation Started
Date Liquidation Completed

OCC License No.
Name
Address

(exact corporate title of bank)
(office address, street, city, state, ZIP Code, country)

Liquidating Agent/Correspondent Identifying Information
Name
Address
City

State

Phone No.

ZIP Code
Fax No.

[If applicable] The liquidation occurred because of an acquisition of the assets and
liabilities by (name the acquiring institution).
I/We, the undersigned, being the (liquidating agent/liquidating committee), certify the
attached* report of assets and liabilities to be a true statement, to the best of my/our
knowledge and belief. Please release the Capital Equivalency Deposit held for the
benefit of the OCC to (name of foreign bank).
Executed this
(Liquidating Agent)

of

,

.

(Correspondent for Committee)

(If there is a liquidating committee, every member should sign.)

*NOTE: The referenced report of assets and liabilities must be certified by a CPA and
should reflect zero balances with the exception of the CED account.

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Federal Branches and
Agencies)Voluntary Liquidation

Procedures

Inquiry
IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual. Provides
further guidance if the liquidating federal branch:
G

Has FDIC-insured deposits.

G

Is being liquidated in connection with an acquisition or
consolidation transaction when abbreviated procedures may be
applicable.

Filing the Notice
Foreign Bank
2.

Provides a written notice to IBF of its intention to liquidate voluntarily
and close its federal branch or agency. The notice should be signed by a
senior officer of the foreign bank having the appropriate delegated
authority to file such notice. The notice should include:
G

A resolution adopted by senior management of the foreign bank to
liquidate the federal branch or agency and appoint a liquidating
agent.

G

A certification by senior management of the foreign bank stating
that, as of the commencement date of liquidation, the total assets
of the federal branch or agency will exceed its liabilities, including
contingent liabilities.

G

An acceptable plan of liquidation.

G

The anticipated date the federal branch or agency will close to the
public.

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Public Notice
Foreign Bank
3.

Publishes a notice of liquidation. Submits a notarized certificate of
publication to IBF upon publication.

Processing the Notice
IBF
4.

Acknowledges receipt of the notice of liquidation and notifies the ADCFBA.

5.

Enters required information into the corporate tracking system. An
effective date is not entered, until the final liquidation report is received.

6.

Establishes the official file to maintain all original documents relating to
the liquidation.

7.

Reviews the proposed liquidation plan, forwards a copy to the ADC-FBA
and checks for compliance with 12 CFR 28.

Liquidation Process
Liquidating Agent/Committee
8.

Sends IBF and the ADC-FBA a copy of the Report of Assets and
Liabilities of U.S. Branches and Agencies of Foreign Banks (FFIEC 002)
and its supplement (FFIEC 002S), if applicable, as of the close of the last
business day prior to the start of liquidation. The report should include
a certified maturity schedule of liabilities.

9.

Carries out the liquidation process. Submits to IBF and the ADC-FBA a
copy of the quarterly liquidation progress reports of the branch’s assets
and liabilities, including a maturity schedule of remaining liabilities.
The report should include details of payments of all liabilities and the
status of pending litigation or other court- ordered liabilities and be kept
on file until the liquidation is complete (see Liquidation — Interim
Report Document).

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IBF
10.

May require an examination or field investigation at any time until the
claims of all creditors have been satisfied.

11.

Notifies the foreign bank or liquidating agent, if a special examination or
field investigation is required. If applicable, sends a request letter to the
liquidating agent, specifying the issues to be considered in an
examination or field investigation.

Conclusion of Liquidation
Foreign Bank
12.

Upon completion of the liquidation process, submits to the OCC the
Liquidation — Final Report (see sample document) and:
C

All OCC reports of examination (or certifies that all OCC reports
have been destroyed), the federal branch or agency License
Certificate, and Trust Powers Permit (if applicable).

C

A certification of senior management of the foreign bank, stating
that all claims have been fully paid or settled, and that the federal
branch or agency has ceased operations.

C

A copy of the agreement with the landlord canceling the lease (if
applicable).

C

A certification that all FDIC requirements have been met in
addition to a copy of the FDIC’s termination of insurance letter, if
the voluntary liquidation involves an insured federal branch.

IBF
13.

Enters the effective date of Liquidation Final Report into the corporate
tracking system. Entry of the effective date of the liquidation into the
corporate tracking system will cause the liquidating federal branch or
agency to be placed on inactive status in the OCC’s bank structure
records. Publication in the Weekly Bulletin constitutes required OCC
notice to other federal agencies.

14.

Sends a letter to the foreign bank and a copy to the ADC-FBA

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acknowledging receipt of the Liquidation — Final Report, receipt of all
required documents, and completion of the liquidation.
15.

Sends a letter to the depository bank authorizing release of the CED to
the foreign bank, with a copy to the foreign bank and the ADC-FBA.
This will usually occur within 30 days of receipt of the Liquidation —
Final Report.

Close Out
16.

When all required steps are completed, closes out the file, and forwards
it to Central Records (CR). Informs the ADC-FBA to close out all
supervisory files and to forward them to the CR.

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Federal Branches and
Agencies—Capital Equivalency
Deposit

Introduction

Applicability
This section discusses the establishment of Capital Equivalency Deposit (CED)
accounts for a federal branch, limited federal branch, or federal agency (federal
branch or agency), and operational issues that may arise in maintaining and
closing the account. It also includes procedures for CED account withdrawals
and changes in depository banks and sample documents. Further supervisory
guidance is provided in the ”Federal Branches and Agencies” booklet of The
Comptroller’s Handbook.

Key Policies
A CED serves the public interest, protects depositors, and maintains a sound
financial condition. In the event of a liquidation of a federal branch or agency,
CED assets may be used to extinguish appropriate claims, if necessary. All
federal branches and agencies must establish a CED account before opening for
business. The CED must be maintained in accordance with the requirements
set forth in this section and 12 CFR 28.15.

Summary of Process
Establishment of a CED
Subject to the OCC’s discretion, 12 USC 3102(g) and 12 CFR 28.15 require a
federal branch or agency to establish and maintain a CED account with a
Federal Reserve System member bank (”depository bank”) in an amount the
greater of:
C

Five percent of the total liabilities of the federal branch or agency,
including acceptances, but excluding accrued expenses, intercompany
liabilities, and any amounts due to head office; or

C

The amount of capital (excluding surplus) that would be required of a
national bank being organized at the same location.

The depository bank must be located in the same state as the federal branch. A
member bank headquartered in another state, but operating a branch located in
the state where the federal branch or agency is located, qualifies as a CED

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depository bank. The OCC must approve the depository bank if it is a national
bank, and the FRB must concur if the depository bank is a state member bank.
The CED must consist of the following eligible assets:
C

Investment securities eligible for investment by national banks.

C

U.S. deposits payable in the U.S., other than certificates of deposit.

C

Certificates of deposit, payable in the U.S., and bankers’ acceptances,
provided that, in either case, the issuer is rated investment grade by an
internationally recognized rating organization, and neither the issuer nor
the instrument is rated lower than investment grade by any such rating
organization that has rated the issuer or the instrument.

C

Other assets the OCC deems eligible.

The OCC is considering changes to the requirements of the CED. A foreign
bank applicant considering to establish or make changes to its CED is advised
to contact IBF for information on any relevant developments and how such
developments could impact the applicant foreign bank’s proposal.
A CED agreement is required before an initial or additional federal branch or
agency opens for business or a state-licensed branch or agency converts to a
federal license. This agreement is entered into by the foreign bank, the
depository bank, and the OCC. It governs the operation of the account, sets
forth certain conditions, and stipulates that the instruments are held for the
benefit of the OCC and cannot be released or diminished without the OCC’s
prior written authorization. The foreign bank collects the interest on the
eligible instruments and is permitted by the agreement to exchange funds or
securities on a dollar-for-dollar basis without prior OCC approval.
An authorized officer of the foreign and depository banks should complete and
sign three original CED agreements and forward them to IBF. The Deputy
Comptroller of the Currency for IBF, or designee, will sign each of the three
original documents. The OCC retains one original and sends the two
remaining documents to the foreign bank that is responsible for providing one
copy of the agreement to the depository bank.

Change of Depository Bank
A federal branch or agency may change its depository bank with the permission

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of the OCC. The FRB’s concurrence is required if the new depository bank is a
state member bank. At the request of the federal branch or agency, the OCC
will administer the execution of a new CED agreement among the federal
branch or agency, the new depository bank, and the OCC. When the OCC has
received confirmation from the new depository bank that the new account is
open, IBF will authorize the transfer of the assets from the old to the new
depository bank.

Exchanges to the Account
Account assets may be exchanged, provided that the aggregate value of the
assets being deposited is the same or greater than the value of those being
withdrawn. The aggregate value of the new assets must be calculated on the
basis of principal amount or market value, whichever is lower. New assets of
equal or greater value must be delivered to the depository bank at the same
time that other assets are retrieved. Exchanges to the account meeting those
criteria do not require prior OCC approval.

Reduction of CED Account Balance
CED account assets may not be withdrawn without the prior written
permission of the OCC. This requirement includes assets at or nearing
maturity. If the balance of eligible assets maintained in the account exceeds
the required level, the OCC generally will permit the account to be decreased,
provided that no supervisory or regulatory factors bar such action. Requests to
decrease the level of the CED should be initiated with the OCC well in advance
of any instrument approaching maturity. The OCC will process such requests
as expeditiously as possible, but cannot guarantee timely release if a request is
received less than 10 business days before maturity or the desired release date.
In addition, each request must be accompanied by the account balance
computations for the previous three months and a statement that the assets
remaining in the account after the reduction will be at or above the level
required by the OCC.

Closing of Account
With the OCC’s prior approval, a foreign bank may close the CED account of
its federal branch or agency after it voluntarily liquidates or converts from a
federal to state license. The closing of the account will follow established
OCC procedures (see the Voluntary Liquidation and Other Changes in
Activities or Operations sections of this booklet).

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Specific Requirements
Account Statements
Federal branches and agencies should retain CED account statements furnished
by the depository bank. OCC examiners will review such records during
examinations, as appropriate. The CED agreement requires that the depository
bank furnish receipts to the OCC, whenever assets are deposited or withdrawn
from the account. Receipts should specify the aggregate face value of the assets
being deposited or withdrawn, and for each asset, the following information to
the extent applicable: the complete title, interest rate, series, serial number,
face value, maturity date, and call date. In most cases, a copy of the monthly
statement routinely provided to the depositor is sufficient.

Processing of Requests
All requests for CED account withdrawals, changes in depository banks, or
other matters affecting the CED account should be made in writing and sent to
the Deputy Comptroller, International Banking and Finance, 250 E Street, SW,
Washington, DC 20219. Additionally, management of federal branches and
agencies should ensure that depository banks provide IBF with receipts,
transaction advices, and monthly statements on CED accounts. Any questions
may be referred to IBF at (202) 874-4730 or by facsimile at (202) 874-5234.

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Federal Branches and
Agencies—Capital Equivalency
Deposit

Documents

Capital Equivalency Deposit Agreement
Date
WHEREAS,

(the depositor)
is a foreign bank organized under the laws of
maintains an office(s) in the state of
licensed by the Office of the Comptroller of the Currency (the Comptroller)
pursuant to the International Banking Act of 1978 (Pub. L. 95-369); and

and

WHEREAS,
(the depository bank) is a member bank with its principal office located at
; and
WHEREAS, the depositor is required under section 4 of the International Banking Act
and under the Comptroller’s regulations at 12 CFR 28.15 to maintain with a
designated member bank a capital equivalency deposit in the form of dollar deposits
or investment securities of the type that may be held by national banks for their own
account;
NOW, THEREFORE, it is agreed among the Comptroller, the depositor, and the
depository bank that:
1. Dollar deposits and investment securities placed in safekeeping at the depository
bank pursuant to this agreement and in order to satisfy the capital equivalency
requirements of the depositor, shall be:
(a)

Pledged to the Comptroller.

(b)

Accompanied by any documentation necessary to facilitate transfer of title in
the event of subsequent release to the Comptroller.

(c)

Segregated on the books and records of the depository bank, provided,
however, that the depository bank may deposit and maintain such assets in a
book-entry account with the Federal Reserve System.

(d)

Free from any lien, charge, right of set off, credit or preference in connection
with any claim of the depository bank against the depositor.

2. Whenever assets are deposited pursuant to this agreement, the depository bank

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shall furnish promptly to the depositor a receipt and a copy of it to the Comptroller.
Such receipt shall specify the aggregate face value of the assets being deposited and,
for each asset, shall specify the following information to the extent applicable: the
complete title, interest rate, series, serial number, face value, maturity date, and call
date.
3. The depository bank shall not allow assets comprising the Capital Equivalency
Deposit to be withdrawn without prior written permission of the Comptroller.
4. Notwithstanding the provision of paragraph 3, unless otherwise ordered by the
Comptroller, the depository bank shall release assets to the depositor in exchange for
other assets deposited pursuant to this agreement, provided that the depositor certifies
to the depository bank that the aggregate value of the assets being deposited is the
same or greater than the aggregate value of the assets being withdrawn. The value of
the assets being withdrawn and deposited shall be calculated as of the date of the
exchange transaction and, in the case of investment securities, on the basis of the
lower of face value or market value. The depositor’s certificate, a copy of which shall
be furnished concurrently to the Comptroller, shall also specify:
(a)

To the extent applicable, the complete title, interest rate, series, serial number,
face value, market value, maturity date and call date of each asset being
withdrawn and each asset being deposited.

(b)

The aggregate value of the assets being withdrawn and deposited.

(c)

That, after the exchange transaction, the amount of the capital equivalency
deposit is sufficient to comply with requirements set by law and by the
Comptroller.

5. The depository bank shall permit representatives of the Comptroller or the
depositor to examine the Capital Equivalency Deposit during regular business hours.
Upon request, the depository bank shall furnish the Comptroller with a current list of
the assets maintained in the Capital Equivalency Deposit pursuant to this agreement.
6. The depositor shall be permitted to collect income on the assets in its Capital
Equivalency Deposit, unless the Comptroller issues a contrary order to the depository
bank.
7. The depository bank agrees to give to the safeguarding, handling, and shipment
of Capital Equivalency Deposit assets the same degree of care that it gives to its own
securities.
8. The Comptroller by written order may relieve the depositor or depository bank
from compliance with any term or condition of this agreement.

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9. The Comptroller shall not be required to pay for any services under this
agreement.
10. The Capital Equivalency Deposit agreement may be terminated by the depositor
or the depository bank upon at least 60 days written notice to the other party. No
termination shall be effective until:
(a)

Another depository bank has been selected by the depositor and approved by
the Comptroller or, if applicable, the Federal Reserve.

(b)

A Capital Equivalency Deposit agreement acceptable to the Comptroller has
been agreed upon by the depositor and the new depository bank.

(c)

The depository bank has released to the newly designated depository bank
the assets of the Capital Equivalency Account in accordance with the
depositor’s written instructions as approved by the Comptroller.

11. The depository bank shall release to the Comptroller assets in the Capital
Equivalency Deposit upon certification by the Comptroller that a receiver or
conservator has been appointed in connection with one or more federal branches or
agencies of the depositor.
12. Once the total Capital Equivalency Deposit has been given to the depositor or
the Comptroller, as the case may be, the depository bank shall be discharged from
further obligation under this agreement.
13. All written communications required under this agreement shall be mailed or
delivered to each party at the following addresses:
The depository bank:

The depositor:

The Comptroller:

The Comptroller of the Currency
International Banking and Finance
250 E Street, SW, Mail Stop: 3-6
Washington, DC 20219

IN WITNESS WHEREOF, the depositor, the depository bank, and the Comptroller
have caused this agreement to be duly executed as of today’s date.

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For the depositor:
Signature

,

Typed Name and Title

For the depository bank:
Signature

,

Typed Name and Title

For the Comptroller:
Signature

,

Typed Name and Title

Date:

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Request to Change Depository Bank
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Re: Request to Change Depository Bank
Dear Deputy Comptroller:
(Name of federal branch/limited federal branch/federal agency) maintains its Capital
Equivalency Deposit (CED) account (account #) at (name of current depository bank).
This is to request the OCC’s authorization to change the current depository bank to
(name of new depository bank).
We seek this change because (state reasons). We would like the change to take
place effective (date). Enclosed are three original CED agreements, each signed by
(name of new depository bank) and (name of federal branch).
Should you have any questions, please contact (name of representative) at (telephone
and facsimile numbers, including area code).
Sincerely,
—Signature —
Name and Title
(Federal Branch or Agency Officer)
Enclosures

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Request for Reduction in CED Account Balance
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Re: Request for Reduction in Capital Equivalency Deposit Account
Dear Deputy Comptroller:
(Name of federal branch/limited federal branch/federal agency) maintains a Capital
Equivalency Deposit (CED) account (account #) at (name of depository bank). This is
to request a reduction of ($ amount) in our CED account in accordance with OCC
regulation, 12 CFR 28.15.
The CED balance as of (date) is ($ amount). The balance following the reduction
would be ($ amount), which still exceeds the minimum OCC requirements. Enclosed
are copies of the account balance computations for the last three months in support
of this request.
We certify that the CED account will be at or above the level required by 12 CFR
28.15 following the reduction. Should you have any questions, please contact
(representative, phone and facsimile numbers, including area code).
Sincerely,
—Signature—
Name and Title
Enclosures

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Federal Branches and
Agencies—Capital Equivalency
Deposit

Procedures—Establish

Request
IBF
1.

Refers a federal branch or agency that requests instructions to this
section of the ”Federal Branches and Agencies” booklet.

2.

Discusses the qualification criteria for a depository bank, a proposed
change in depository bank, including the need for new CED agreements,
and identifies issues that could affect OCC processing.

Foreign Bank
3.

Submits a written request to IBF, along with three CED agreements, each
originally signed by the federal branch or agency and the depository
bank.

Processing the Request
IBF
4.

Verifies that the proposed depository bank is a member bank of the
Federal Reserve System and has an office in the same state as the federal
branch or agency. If not, informs the federal branch or agency it must
select a different depository bank.

5.

Determines if there are any other reasons why the proposed depository
bank should not be approved.

6.

If the proposed depository bank is a state bank, consults with the
appropriate Federal Reserve Bank.

Decision
7.

If the request is denied, sends letter to the federal branch or agency
justifying OCC’s decision. Proceeds to step 10. If approved, sends
authorization to the federal branch or agency along with two CED
agreements signed by all parties, one to be retained by the federal
branch or agency, the other to be forwarded by the federal branch or
agency to the new depository bank. OCC retains one original signed

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copy for its official file.
8.

Sends a letter to the current depository bank, authorizing the change to a
new depository bank and requesting the transfer of assets to the new
depository bank. Copies the ADC-FBA.

9.

Sends a letter to the new depository bank, requesting confirmation of
asset transfer from the previous depository bank. Copies ADC-FBA.

Close Out
IBF
10.

Records SMS entry as Other Significant Event and files documents in the
federal branch or agency CED files.

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Federal Branches and
Agencies—Capital Equivalency
Deposit

Procedures—Reduction

Request
IBF
1.

Refers a federal branch or agency that requests instructions to this
section of the ”Federal Branches and Agencies” booklet of the manual.

Foreign Bank
2.

Submits a written request to IBF at least 10 days prior to the desired
effective date of the transaction (see sample letter in the Documents
section).

Processing Request
IBF
3.

Consults with the ADC-FBA, as necessary.

4.

Determines that the amount requested will not reduce the CED below an
acceptable level. Reviews the last three months’ calculations to ensure
the federal branch or agency has complied with the requirements of the
regulation and will continue to be in compliance following the
reduction.

Decision
5.

If the request is approved, sends a letter authorizing the reduction to the
federal branch or agency and copies the ADC-FBA.

6.

If the request is denied, sends denial letter justifying OCC’s decision and
copies the ADC-FBA.

Close Out
7.

Records entry in SMS as Other Significant Event and files documents in
the federal branch or agency CED file.

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Federal Branches and
Agencies—Other Changes in
Activities or Operations

Introduction

This section describes the OCC’s policies and procedures not addressed
elsewhere in this booklet for other changes in activities or operations of a
foreign bank that owns a federal branch or agency.

Applicability
This section pertains to the following changes in activities or operations of a
foreign bank that owns a federal branch or agency:
C

Corporate title.

C

Home state designation.

C

Mailing address of either the corporate headquarters of the foreign bank or
of the federal branch or agency.

C

A change in control of the foreign bank when the acquiring individual,
group of individuals, or entity will vote at least 25 percent of any class of
securities of the foreign bank.

C

Conversion to a state branch, state agency, commercial lending company,
or representative office.

Summary of Process
A foreign bank must provide written notice within 10 days of the effective date
of changes in title, mailing address, home state designation, and control to the
Deputy Comptroller, International Banking and Finance, 250 E Street SW,
Washington, DC 20219. Conversion to a state-licensed branch or agency
requires prior notice to the OCC, generally at the time the application to
convert is filed with the state.
The general manager of a federal branch or agency should sign notices
submitted to the OCC.

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Specific Requirements
Change in Corporate Title
The notice of the change in the corporate title of the foreign bank must include
the current and the former corporate title.

Change in Home State Designation
A foreign bank changing its home state designation must give the OCC notice
of the change. A foreign bank may meet this requirement by providing to the
OCC a copy of a notice or application to the FRB or an FRB determination for a
change in home state designation.

Change in Mailing Address
A foreign bank must notify the OCC whenever it changes its mailing address or
the mailing address of its federal branch or agency. A separate notice is not
required if a change in address of a federal branch or agency results from a
corporate application with the OCC, such as a relocation.

Change in Control
Under this part, the OCC only requires a written notice when an entity or
person or group of persons acquires control over a foreign bank operating a
federal branch or agency, provided that after the change in control the foreign
bank and its federal branch or agency continue to operate in the same corporate
form as prior to the change. In such case, the acquiring entity or person needs
only to provide the OCC with a copy of any filing submitted to the FRB, as may
be required under 12 CFR 211.24(a)(4). The OCC may request supplemental
information as deemed appropriate.
An entity, person, or group of persons proposing to acquire control of a foreign
bank operating a federal branch or agency are encouraged to contact IBF.

Conversion to State-Licensed Operation
When a foreign bank decides to convert its federal branch or agency to a statelicensed operation, it must file written notice with the OCC prior to
conversion. The notice must include a resolution from senior management of
the foreign bank to surrender the federal branch or agency license and any trust

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powers previously granted by the OCC. The anticipated date of the conversion
must also be provided.
Prior to conversion, a federal branch or agency must return the federal branch
or agency license, and, if applicable, its Trust Powers Permit. The federal
branch or agency must also either return all reports of examination or certify
that they have been destroyed.
The conversion will not be deemed final, until the foreign bank obtains any
appropriate regulatory approvals and returns official OCC documents. Upon
conversion to a state-licensed operation and compliance with OCC’s
requirements for the return to it of documents, the OCC will authorize the
release of the Capital Equivalency Deposit (CED) to the foreign bank.

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Federal Branches and
Agencies—Other Changes in
Activities or Operations

Documents

Notice of Change in Activities or Operations
For OCC Use Only
Control No.
License No.
Date Received
Date Receipt
Acknowledged

Type of Notice (Check the appropriate box)
This is to notify the OCC of the following change affecting the identified federal
branch or agency:
G
G
G
G

Corporate Title
Foreign bank
Mailing Address of:
Home State Designation
Conversion to State-Licensed Operation

Federal branch or agency

Complete the name and license number blanks and other information as applicable
to the particular change checked.

Foreign Bank Identifying Information
For Changes in Corporate Title
Foreign Bank Previous Name
(exact corporate title of bank)
Foreign Bank New Name
(exact corporate title of bank following title change)
Effective Date

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For Changes in the Mailing Address of the Foreign Bank
Previous Address

New Address

(headquarters office of foreign bank, city, state, country)

(headquarters office of foreign bank, city, state, country)

Effective Date
Federal Branch or Agency Identifying Information
License No.
Name

(exact corporate title of U.S. office)

For Changes in the Mailing Address of the Federal Branch or Agency
Current Mailing Address
City
New Mailing Address

County

State

ZIP Code

City
Effective Date

County

State

ZIP Code

For Changes in Home State Designation
Current Home State
New Home State
Effective Date

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A copy of the notice or application to the Federal Reserve Board (FRB) or
determination of the FRB for a change in home state designation should be attached.
For Conversion to a State License
Reasons for converting:
Planned Effective Date
A certified copy of the resolution adopted by senior management of the foreign bank
and a copy of the state application should be attached.
Upon approval to convert, we certify that the license certificate, trust permit (if
applicable), and reports of examination and any related correspondence will be
returned to the OCC (or in the case of the reports of examination and related
correspondence, these have been destroyed). We understand that the CED will not
be released until all OCC official documents are returned or destroyed.
Executed this

day of

,

.

Signature of Authorized Officer
Typed Name
Title

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Cover Letter for a Change in Control
Date
Deputy Comptroller
International Banking and Finance
250 E Street, SW
Washington, DC 20219
Dear Deputy Comptroller:
This is to notify you of a change in control involving (name of foreign bank), which
operates (name of federal branch/limited federal branch/agency). [Provide an
explanation of the change in control transaction] This change in control (took/will
take) place on (date).
We include a copy of a notice to the Board of Governors of the Federal Reserve
System of change in ownership or control under 12 CFR 211.24(a)(4). We
understand the OCC may request supplemental information as deemed appropriate.
If you have any questions regarding this notice, please contact (name) at (telephone
and facsimile numbers).
Sincerely,
—Signature—
Name and Title
Attachment

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Senior Management Resolution on Conversion of a Federal
Branch or Agency to a State-Licensed Operation of a Foreign
Bank
Senior management of (name of foreign bank and country), operating (federal
branch/limited federal branch/federal agency) license (number), located at (U.S.
address), on (date):
RESOLVED, that (name of federal branch or agency) will surrender its federal license
and its Trust Powers Permit (if applicable) granted by the Office of the Comptroller of
the Currency in order to convert to a (type of office) licensed by (name of state bank
supervisory authority) on (planned effective date).

— Bank Seal —

Federal Branches and Agencies

Name and Title
(Representative of senior management
of the foreign bank)

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Procedures—
Change in Corporate Title,
Mailing Address, or
Home State Designation

Federal Branches and
Agencies—Other Changes in
Activities or Operations
IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual.

Foreign Bank
2.

Submits to IBF within 10 days of the effective date, a notice of the change,
including the effective date (see Notice in the Documents section). The
OCC accepts a copy of any notice or application to the FRB or state
supervisors.

Processing the Notice
IBF
3.

Establishes an official file that contains all original documents.

4.

Sends a letter to the foreign bank acknowledging receipt and copies the
ADC-FBA.

5.

Makes appropriate entries in the corporate tracking system.

Close Out
6.

Sends official file to Central Records.

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Federal Branches and
Agencies—Other Changes in
Activities or Operations

Procedures—
Change in Control

IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual.

Foreign Bank
2.

Submits to IBF within 10 days of the effective date, a notice of a change in
its control, including the effective date (see Notice in the Documents
section). The OCC accepts a copy of any notice or application to the FRB.
A copy of the FRB’s decision for the change in control or ownership
should be attached to the notice.

Processing the Notice
IBF
3.

Establishes an official file that contains all original documents.

4.

Makes appropriate entries in the corporate tracking system.

5.

Reviews the material submitted and determines whether the new
controlling owner has the financial capacity and integrity required by the
OCC of an owner of a federal branch or agency. Performs background
checks as deemed appropriate (see ”Background Investigations” booklet of
the manual).

6.

Forwards any pertinent material submitted to the ADC-FBA, IA,
Enforcement and Compliance, and the FRB. Discusses with them any
concerns, as appropriate.

7.

Requests additional information, if necessary, to understand fully the
operations and structure of the new owner. Sometimes, multiple-tier
ownership structures may necessitate obtaining financial and structure
information on other legal entities.

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8.

Sends a letter to the foreign bank acknowledging receipt and copies the
ADC-FBA.

Close Out
9.

Sends official file to Central Records once issues or concerns, if any, are
resolved.

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Federal Branches and
Agencies—Other Changes in
Activities or Operations

Procedures—Conversion to
a State-Licensed Operation

IBF
1.

Refers a foreign bank that requests instructions to this section of the
”Federal Branches and Agencies” booklet of the manual. Promptly
advises the appropriate ADC-FBA about the foreign bank’s inquiry.

Foreign Bank
2.

Submits to IBF a notice of its intent to convert the federal branch or
agency to a state-licensed operation and the anticipated date of the
conversion (see Notice in the Documents section). The notice must be
filed in advance of the conversion and signed by a senior officer of the
foreign bank having the appropriate authority to file such a notice. The
notice should include:
C

A resolution adopted by senior management of the foreign bank that
agrees to surrender the federal branch or agency license, trust permit,
if applicable, and reports of examination (or certification that the
reports have been destroyed).

C

A copy of the application to convert filed with the state.

C

Reason(s) for the conversion and the proposed effective date.

Processing the Notice
IBF
3.

Establishes the official file to maintain all original documents.

4.

Sends a letter to the foreign bank acknowledging receipt and copies the
ADC-FBA.

5.

Makes appropriate entries in the corporate tracking system.

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Foreign Bank
6.

Upon approval from the state to convert, submits to the OCC:
C

A copy of the approval letter from the state to convert.

C

All OCC reports of examination (or certifies that all OCC reports have
been destroyed), the federal branch or agency license certificate, and
Trust Powers Permit (if applicable).

C

The effective date of the conversion.

C

Request for release of the CED.

Close Out
IBF
7.

Enters the effective date of the conversion into the corporate tracking
system.

8.

Sends a letter to the foreign bank and a copy to the ADC-FBA
acknowledging receipt of other regulatory approvals and the return of
required documents.

9.

Sends a letter to the depository bank authorizing the release of the CED to
the foreign bank, with a copy of the letter to the foreign bank.

10. When all required steps are completed, closes out the file, and forwards it
to Central Records. Informs the ADC-FBA to close out all supervisory
files and forward them to Central Records.

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Federal Branches and
Agencies

References

Background Investigations
Laws
Regulations

12 USC 3101 et seq.
12 CFR 28.13 (a), 28 CFR 16.34 and 50.12

Bank Secrecy Act
Laws
Regulation

12 USC 3101 et seq.
31 CFR 103

Capital Equivalency Deposit
Laws
Regulations

12 USC 24(7), 3102, and 3108(a)
12 CFR 1 and 28.15

Capital Requirements
Law
Regulations

12 USC 3102
12 CFR 3, 28.14, and 28.20

Change in Corporate Title
Laws
Regulation

12 USC 3102, 3105, and 3108(a)
12 CFR 28.17(a)

Change in Home State Designation
Laws
12 USC 3103, 3105, and 3108(a)
Regulations
12 CFR 28.11(o) and 211.22(b)
Change in Location—Policy and Procedures
Laws
12 USC 30(b) 3102, 3105, and 3108(a)
Regulations
12 CFR 5.40, 28.12(e)(1), 28. 13(a), and 28.21
Change in Mailing Address
Laws
Regulation
Change in Ownership or Control
Laws
Regulations
Change in the Status of an Office
Laws
Regulations

Federal Branches and Agencies

12 USC 21a and 3101 et seq.
12 CFR 28.17(b)
12 USC 3102, 3105, and 3108(a)
12 CFR 28.11(e), 28.12(a), 28.13(a), and
211.24(a)(3)-(4)
12 USC 3102, 3105, 3107, and 3108(a)
12 CFR 28.11(d) and (g), 28.12, and
211.24(a)(4)(ii)

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Computation of Time
Law
Regulation

12 USC 3102
12 CFR 5.12

Conversion to State-Licensed Branch, Agency, or Representative Office
Laws
12 USC 3101 et seq. and state law
Regulation
12 CFR 28.17(c)
Corporate Powers and Investment Securities
Laws
12 USC 24, 3102, and 3108(a)
Regulations
12 CFR 1 and 28.13(a)
Decisions
Laws
Regulations

12 USC 3101 et seq.
12 CFR 5.13 and 28.12

Examination Reports
Laws
Ruling

12 USC 3102 and 3108(a)
12 CFR 7.4000

Expedited Review
Laws
Regulations

12 USC 3101 et seq.
12 CFR 5.13 and 28.12

Failing to File Progress Reports
Laws
Regulations

12 USC 164 and 3101 et seq.
12 CFR 28.18 and 28.19

Federal Branches and Agencies of Foreign Banks
Laws
12 USC 3101-3111
Regulations
12 CFR 28 and 211
Fiduciary Powers
Laws
Regulations

12 USC 92a, 3102, and 3108(a)
12 CFR 5.26, 28.12(e)(3), and 28.13

Fiduciary Powers of Liquidating Agent
Laws
12 USC 92(a)(j) and 3101 et seq.
Regulations
12 CFR 9, 28.12(e), and 28.13
Filing Fees
Laws
Regulations

12 USC 3101 et seq.
12 CFR 5.5 and 28.10

Fraudulent Statements
Law

18 USC 1001

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185

Federal Branches and Agencies

Independent External Audit
Laws
Regulations

12 USC 1831m and 15 USC 78m
12 CFR 11, 363, and 17 CFR 210

International Banking Act
Laws

12 USC 3101 et seq.

Interstate Branching
Laws
Regulation

12 USC 3102 and 3103
12 CFR 28.12

Liquidation Reports
Laws
Regulations

12 USC 181 and 3102
12 CFR 5.48 and 28.22

National Environmental Policy Act
Law
42 USC 4321
National Historic Preservation Act
Law
16 USC 470f
Notice of Filing
Laws
Regulations

12 USC 93a and 3101 et seq.
12 CFR 5.8(a) and 28.10(b)

Place of Business
Laws

12 USC 22, 81, and 3101 et seq.

Prohibited Activities
Law

12 USC 25

Public Comments and Hearings
Regulations

12 CFR 5.10 and 5.11

Publication of Application
Laws
Regulations

12 USC 3101 et seq.
12 CFR 5.8 and 28.10(b)

Recordkeeping and Confirmation Requirements for Securities Transactions
Laws
12 USC 3101 et seq.
Regulations
12 CFR 12 and 28.13(a)
Requirements and Procedures for Liquidation and Dissolution
Laws
12 USC 181, 182, and 3102
Regulations
12 CFR 5.48 and 28.22

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Securities Devices and Procedures
Laws
12 USC 1882, 1884, and 3101 et seq.
Regulations
12 CFR 21 and 28.13(a)
Termination of Insurance
Law

12 USC 1828(p), (q)

Theft, Embezzlement, or Misapplication
Laws
18 USC 656 and 3101 et seq.
Regulation
12 CFR 21.11

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