Comptroller's Licensing Manual

General Policies and Procedures

Comptroller's Licensing Manual

OMB: 1557-0014

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General Policies and
Procedures

Comptroller’s Licensing Manual

Washington, DC
November 2005

General Policies and
Procedures

Table of Contents

Introduction............................................................................................................. 1
General Filing Instructions ....................................................................................... 1
Prefiling Discussions and Meetings........................................................... 1
Responsibility ........................................................................................... 2
Requests for Information........................................................................... 3
Requests for Confidential Treatment ......................................................... 4
Sample Forms and Submission Requirements ........................................... 5
Entrants to the National Banking System ............................................ 6
Existing National Banks...................................................................... 6
Filing Fees ................................................................................................ 6
Publication ............................................................................................... 7
Communications ...................................................................................... 7
Application Process ................................................................................................. 7
Expedited Review..................................................................................... 8
Processing.......................................................................................... 8
Removal from Expedited Review ....................................................... 9
Expedited Time Frames...................................................................... 9
Standard Review....................................................................................... 9
Acknowledgment of Receipt ............................................................ 10
Time Considerations ........................................................................ 10
Additional Information Requests............................................................. 11
After-the-Fact Notice............................................................................... 11
Specific Requirements ........................................................................................... 12
Articles of Association Amendments....................................................... 12
Bylaw Amendments…………………………………………………………………12
Community Reinvestment Act (CRA) ...................................................... 12
Branch and Trade Names ....................................................................... 13
Corporate Seal........................................................................................ 14
Shareholders Meetings ........................................................................... 14
National Historic Preservation Act (NHPA) and National
Environmental Policy Act (NEPA) .................................................. 14
NHPA ........................................................................................... 14
NEPA ............................................................................................ 16
Expansion or Contraction of Assets or Activities...................................... 16
Significant Deviations ................................................................... 16
Change in Asset Composition ....................................................... 17
Substantial Changes in the Scope of Activities............................... 19
Filings Required for Undercapitalized Banks .......................................... 20
Key Policies ........................................................................................................... 20
Change in Federal or State Law............................................................... 20
Consolidated Entity................................................................................. 20
Approval or Conditional Approval.......................................................... 21
Denial .................................................................................................... 21
Abandonment......................................................................................... 22
Notification of Interested Persons ........................................................... 22
Post Decision Issues .............................................................................................. 22
i

Extension of Time................................................................................... 22
Satisfaction Survey.................................................................................. 22
Nullifying a Decision.............................................................................. 22
Appeal.................................................................................................... 23
Modification of Condition of Approval ................................................... 23
Request for OCC Corporate Decision ..................................................... 23
Procedures: Information Request .......................................................................... 24
Procedures: National Historic Preservation Act..................................................... 26
Procedures: National Environmental Policy Act .................................................... 28
Procedures: Change in Composition of Assets by Sale or Other Disposition ......... 30
Procedures: Change in Composition of Assets by Acquisition or Expansion.......... 38
Appendix A: Target Time Frames.......................................................................... 45
Appendix B: Guidelines for Additional Communications and Contacts................. 46
Appendix C: OMB Disclosure Statement .............................................................. 48
Glossary ................................................................................................................ 50
References ............................................................................................................. 53

General Policies and Procedures
Introduction
The Comptroller’s Licensing Manual (manual) explains the Comptroller of the
Currency’s (OCC) policies and procedures to form a new national bank, enter the
national banking system, and effect structural changes and corporate expansion.
The manual standardizes OCC processing of notice and application filings to bring
consistency to the record keeping and decision-making processes.
The manual describes how national banks and others submit filings, how the public
may comment on them, and how OCC personnel review and analyze them. It
contains policies, procedures, a glossary of terms, and reference citations pertaining
to those activities. This publication is a procedural guide only and may not list all
factors that may be assessed during the analysis phase.
The OCC has an electronic process, titled e-Corp, that allows a bank to complete
and submit an application or notice on-line. E-Corp represents the OCC’s
continuing effort to add value to the national charter, eliminate unnecessary
regulatory burden, simplify administrative processes, enhance communications,
reduce paperwork, and take full advantage of e-government mandates. All national
banks registered on National BankNet—the OCC’s free, extranet Web site—can
access e-Corp. Every registered bank has a BankNet agent who can provide the
necessary information. If you are not sure your bank is registered for BankNet or
you need to identify your agent, contact the OCC by e-mail at
[email protected] .
The OCC charters, regulates, and supervises national banks and federal branches
and agencies of foreign banks in the United States, accounting for over half of the
nation’s banking assets. Its mission is to ensure a safe, sound, and competitive
national banking system that supports the citizens, communities, and economy of
the United States.
The OCC acts on filings for corporate activities according to national banking laws
that grant it the general authority to regulate national banks. The OCC also acts
pursuant to its corporate regulations (for example, 12 CFR 5 and 28). This booklet
consolidates general policies and procedures that are broadly applicable to most
OCC filings. It is to be used with other booklets in the manual to prepare specific
types of filings.

General Filing Instructions
Prefiling Discussions and Meetings
The OCC encourages applicants to contact the OCC prior to filing to discuss
corporate proposals. Prefiling communications may take the form of informal
1

discussions (for example, telephone or conference calls) and more formalized
prefiling meetings.
An applicant may request a prefiling meeting with appropriate OCC staff to review a
proposed transaction and the applicable processing steps. The OCC also may
require a prefiling meeting to discuss the submission requirements and appropriate
policies and procedures relating to a proposed filing (for example, charters).
Generally, Licensing staff in the district offices:
•

Arranges meetings between appropriate OCC staff (for example, licensing,
legal, supervision, compliance) and the applicant.

•

Summarizes the meeting in a memo, which is held in a pending file until, and
if, an application is filed.

Filers requesting OCC approval of an activity or transaction involving novel,
precedential, or highly complex or sensitive issues should contact Licensing staff in
the appropriate district office before actually submitting the application to discuss
the issues it raises. This prefiling discussion facilitates the filer’s ability to prepare
the filing effectively. It also enhances the OCC’s ability to process the filing
efficiently. Such filers are expected to provide supporting written analysis,
including a legal opinion.

Responsibility
The OCC expects each filer to prepare accurately and completely each filing
submitted to it. Each applicant certifies that its filing or supporting materials
submitted to the OCC contain no material misrepresentations or omissions. Any
person who misrepresents or omits facts in a filing or supporting materials may be
subject to enforcement actions or other penalties, including criminal penalties,
provided in 18 USC 1001 and 1014.
Each filer should:
•

Submit all necessary information about a proposed filing to aid the OCC in
reaching an informed decision quickly.

•

Provide a response to each request for information as outlined in the sample
filing formats (see the Forms column at the OCC’s Web site, manual). All
filing items should be answered with complete and accurate information that is
subject to verification. If the answer is ″not applicable,” ″unknown,” or
″none,” the applicant should so state. Answers of ″unknown” should be
explained.

•

Provide a cross reference to a specific cite or location of any documents
attached as supporting information. The sample filing form is not intended to
duplicate information supplied on another form or in an exhibit.

•

Determine compliance with all applicable statutes and regulations.
2

Each applicant files a standard type of application, unless it qualifies for an
expedited or notice submission. These requirements are included in each booklet,
if applicable.
Each filer must notify the OCC of any significant change to each proposal, whether
it occurs prior to the OCC’s initial decision or after. If the OCC discovers a material
misrepresentation or omission after deciding the filing, it may nullify or revoke its
decision.

Requests for Information
During the time an application is pending, the OCC provides the public file to any
person who requests it from the processing office. The public file for an application
consists of those portions of the filing, supporting data, and supplementary
information submitted by the applicant and information submitted by interested
persons for which confidential treatment has not been requested. When the first
request for a copy of the filing or other submission is received, the district Licensing
staff establishes a public file that is available to anyone.
The processing office for most applications is the appropriate district office for the
applicant bank. Innovative applications or applications by certain of the largest
national banks are usually processed in the Washington office. When a transaction
stimulates significant public interest, the OCC may post the public file on the OCC’s
Internet site.
Headquarters Licensing staff can identify the processing office for anyone who is
uncertain about where to submit a request for the public file. After the application
is acted upon, all requests for the public file should be directed to the Disclosure
Officer, Communications Division, Comptroller of the Currency, Washington, DC
20219.
Requests for the public file should be submitted in writing by postal mail or by
facsimile transmission. Once created, the public file also will be available, by
appointment, for inspection at the processing office (or the Communications
Division, after the application is acted upon) during that office’s regular business
hours. Any request for information beyond that in the public file should be
submitted as a Freedom of Information Act request to the Disclosure Officer,
Communications Division, under the procedures described in 12 CFR 4, subpart B.
The OCC may impose a fee for research and duplication expenses (see 12 CFR 4)
for any materials provided. However, for application information requests, the OCC
will provide noncommercial requesters with 100 pages and two hours of search
time free of charge. This generally means there is no charge to a member of the
public who requests a single copy of the public file for a single application. In
addition, the OCC may waive or reduce fees for parties who specifically request
such treatment.

Requests for Confidential Treatment
A filer or other person submitting information to the OCC may request confidential
treatment for information submitted. That request should be made at the time
confidential materials are submitted. Anyone making such a request should draft
the request for confidential treatment precisely to extend only to those portions of a
document considered confidential.
The request must discuss the justification for the requested treatment. The filer’s
reasons for requesting confidentiality should specifically demonstrate the harm (for
example, loss of competitive position, invasion of privacy) that would result from
public release of that information. The filer should separate the confidential from
the nonconfidential information and label it ″Confidential.”
The application or filing should include a comprehensive index or table of contents
that identifies each item or section for which confidential treatment is being
requested. Generally, requests for confidential treatment should not extend to an
entire application.
Each applicant should understand that a request(s) for confidential treatment of
information submitted in an application may delay the OCC’s decision, because of
the time needed to resolve the confidentiality issues, if third parties request such
information on a particular filing.
The Licensing staff will place all requests for confidential treatment in the official
file.
The OCC will forward a request for confidential materials to the Disclosure Officer,
Communications Division, to be processed in the same manner as a Freedom of
Information Act (FOIA) request under procedures described in 12 CFR 4, subpart B.
If, after reviewing the materials, the OCC determines that a basis for confidential
treatment has not been substantiated, it will notify the person who requested that
treatment. After notification, the OCC will include the material in the public file.
In addition to addressing requests for confidential treatment, the OCC will withhold
personal, private information about persons that fits within the meaning of
exemption 6 of the FOIA, 5 USC 552(b)(6) (for example, personal biographical and
financial information).

Standards for Granting Confidential Treatment
The OCC will review requests for confidentiality in terms of the exemptions
outlined in the Freedom of Information Act. The burden of establishing the
applicability of an exemption to information submitted in an application lies with
the party seeking nondisclosure. The mere assertion of confidentiality is not
sufficient for the OCC to make a determination. Also, a broad or undefined
assertion of confidentiality by an applicant may delay the processing of the
application.
The exemption most frequently asserted in requests for confidentiality is found at 5
USC 552(b)(4), which protects ″trade secrets and commercial or financial
4

information obtained from a person [that is] privileged or confidential.” When
asserting that exemption for material required in an application, the applicant must
establish the likelihood, not only the possibility, that substantial competitive harm
would result from disclosure. For material submitted voluntarily, the standard may
be somewhat less stringent. Applicants or others interested in the confidentiality of
official corporate file materials should contact the Disclosure Officer,
Communications Division.

Sample Forms and Submission Requirements
The manual booklets contain sample forms for each type of application or notice
that may be filed with the OCC. Those sample forms may be downloaded or
searched on the OCC’s Internet site.
Alternatively, some of the sample forms are available on e-Corp, the OCC’s
electronic filing process. A bank may use those sample forms on e-Corp, to draft,
save, and submit its after-the-fact notices and prior approval requests. Banks have
the ability to develop the filing in draft and then return to the saved drafts. Once
completed, the bank can submit the entire filing, including attachments and
exhibits, and then sign and certify the application or notice electronically. The bank
is not required to mail a paper copy of the same filing to the OCC.
Upon request, the OCC will make available to any filer a diskette containing the
sample format in commonly used, word processing software. The OCC will accept
an application on a standard 3½-inch diskette or a compact disc (CD) in commonly
used, word processing software. Each submission should be accompanied by a
cover letter identifying the filer, the filing, the file name on the diskette, and the
word processing software used. The signed original pages of the application or
attachments along with copies of the diskette or CD attachments should accompany
the diskette or CD submission.
Unless filing by diskette or CD, all filings and supporting documentation should be
submitted on standard letter-sized paper (that is, no larger than 8½ by 11 inches)
and unbound. Regardless of the filing format (that is, paper, diskette, or CD), all
submissions must be in English. An original foreign language document should
accompany each translated one, if prepared by another party. In addition, the OCC
normally requires financial statements prepared in a foreign country to be restated
in United States dollars, using accounting standards that are generally accepted
(GAAP) in the United States.
Except for filings under the Bank Merger Act and the Change in Bank Control Act,
each filer should submit an original and one copy of an application or notice. An
applicant filing under the Bank Merger Act should submit an original and four
copies. Anyone filing under the Change in Bank Control Act should submit an
original and five copies. Do not bind any of the copies you submit to the OCC.
In lieu of following the OCC’s sample form, filers may submit a form, application, or
other document submitted to another federal agency, if that submission covers the
proposed action and contains substantially the same information the OCC requires.

To avoid preparing lengthy background or supporting documentation each time a
filer submits an application, the applicant may incorporate by reference relevant
information given to the OCC or another federal agency in a previous application or
filing by attaching it as an appendix or exhibit.
Each filer may submit its original filing, including copies, by one of the following
methods: hand delivery, regular mail, mail with return receipt requested, express or
overnight mail service (for example, Federal Express, Express Mail, United Parcel
Service), or e-Corp. Filers may submit additional information by any of those
methods or by facsimile to the appropriate district office. Sometimes, the OCC may
accept limited information by telephone.
Entrants to the National Banking System
A group of new national bank organizers generally submits its charter application to
the director for district licensing in the appropriate OCC district office for the new
institution. A bank or thrift that proposes to convert into a national bank generally
submits its filing to the director for district licensing in the appropriate district office
for the converting institution. Foreign banks operating federal branches and
agencies file with the director for district licensing in the Northeastern District.
Existing National Banks
Each existing national bank submits filings to the director for district licensing in the
appropriate district office.

Filing Fees
The OCC publishes a filing fee schedule at least annually in a bulletin entitled,
″Notice of Comptroller of the Currency Fees.” The OCC mails the bulletin to all
national banks. A copy of the current bulletin may be obtained from the OCC’s
Communications Division or by accessing the issuances section of the OCC’s
Internet site.
The appropriate filing fee must be paid by check or other means, if any, listed in the
bulletin. Checks should be payable to the ″Comptroller of the Currency” and
accompany the filing.
The OCC generally does not refund a filing fee. However, when justified by the
OCC’s processing cost or in extenuating circumstances, the OCC may grant a
request for a fee waiver, reduction, or refund (fee concession). To request a fee
concession, the filer should make a written request, including justification, to the
director for district licensing in the appropriate district office before or
simultaneously with submission of its filing. The OCC decides all requests
individually. A fee concession may be warranted for:
•

A corporate reorganization when numerous affiliates are being combined, but
only one analysis is needed.

•

A transaction when multiple filings are necessary to comply with statutory or
regulatory requirements.
6

•

A filing necessitated by a natural disaster.

Publication
Applicants for certain types of transactions must publish notices as required by law
or regulation (public notice). This notice is followed by a comment period during
which the public may provide comment to the OCC. The specific publication
requirement for each type of filing is discussed in the relevant booklet in this
manual. (The ″Public Notice and Comments” booklet also contains a general
discussion of public notice requirements.)
The OCC publishes in its Weekly Bulletin a notice of all applications subject to a
public notice and other filings received or acted upon each week. The Weekly
Bulletin may be downloaded or searched on the OCC’s Internet site. Those notices
provide additional information to the public, but do not satisfy the applicant’s
public notice requirements. Information about how to subscribe to the Weekly
Bulletin and other OCC publications is available from the OCC’s Internet site and
the Communications Division.

Communications
The OCC encourages each filer to appoint a contact person to serve as its primary
liaison. To enhance communications between the OCC and the filer and to
expedite handling, the OCC encourages contact persons to use a 12-digit control
number on all communications with it during the filing process. This control
number, which identifies each filing uniquely, is assigned by the Corporate
Activities Information System (CAIS), an OCC automated online system designed to
monitor the OCC’s filings.
Interested parties may file written comments to support, or oppose, a proposed
transaction or activity during the public comment period (see the ″Public Notice
and Comments” booklet). The OCC encourages banks and interested persons,
including community groups, to communicate continuously on matters of material
interest, not only when an application is filed.

Application Process
Licensing staff in the appropriate district office processes most corporate
applications (see previous discussion at Sample Forms and Submission
Requirements). Upon receipt, Licensing staff reviews each filing to determine
whether it contains all information necessary to reach a decision. Licensing staff:
•

Requests additional information from the applicant by a specific due date, if
the filing does not contain all information necessary to reach a decision.

•

Solicits input from appropriate OCC staff (for example, licensing, legal,
supervision, compliance).

•

Processes each application in a timely manner.
7

If at any time the Licensing staff determines that the filing presents significant policy,
legal, CRA, consumer compliance, or supervisory issues, staff will contact
headquarters Licensing (HQ LIC) to decide:
•

Whether the application should be forwarded to HQ LIC for processing (broad
policy or legal issues).

•

Whether specific issues should be separated from the application to be
handled by HQ LIC, while the application continues to be processed in the
appropriate district office.

Expedited Review
The OCC’s expedited review procedures create greater assurance that certain filings
from healthy banks with satisfactory or better CRA ratings will be approved.
Applications from those ″eligible banks” or ″eligible depository institutions” may be
given expedited review for:
•

Establishment of branches.

•

Branch and main office relocations.

•

Certain business reorganizations and other acquisitions.

•

Fiduciary powers.

•

Change in permanent capital.

•

A national bank charter sponsored by a holding company whose lead
depository institution is an eligible depository institution.

•

A conversion to a national bank charter.

Processing
Upon receipt of a filing, the OCC verifies the applicant’s eligibility for expedited
review. If the applicant is eligible and the filing qualifies for expedited review, the
OCC reviews the filing to ensure that all necessary information has been submitted
and that:
•

It does not present a significant supervisory, CRA (if applicable), or compliance
concern; or

•

It does not raise a significant legal or policy issue.

The OCC will send the applicant an acknowledgment letter or e-mail on a filing
afforded expedited review. This letter also serves as the OCC’s decision unless the
OCC notifies the applicant that it has been removed from expedited processing and
will be subject to standard processing.
8

Removal from Expedited Review
The OCC will notify the applicant orally, followed by notice in writing if an
application is removed from expedited review. The OCC will remove an
application from expedited review, if:
•

The application does not contain information needed to make an informed
decision.

•

The filing itself, or an adverse public comment about the filing, presents a
significant supervisory, compliance, or CRA concern or raises a significant
issue. Refer to the ″Public Notice and Comments” booklet for a detailed
discussion of how CRA impacts the application process.

•

The filing presents competitive concerns.

•

The OCC needs additional time to conduct hearings or meetings or obtain or
analyze information relevant to the application.

•

The applicant requests removal of an application from expedited review.

The OCC will not remove a filing from expedited review if it determines that
adverse comments:
•

Do not raise significant concerns or issues.

•

Are frivolous.

•

Have been filed primarily as a means to delay action on the filing.

•

Raise CRA issues that the OCC determines have been resolved satisfactorily
(see the Community Reinvestment Act discussion in the ″Public Notice and
Comments” booklet).

Expedited Time Frames
The time periods for processing filings afforded expedited review are specified in
the appropriate sections of 12 CFR 5 (see Appendix A—Target Time Frames). For
applications subject to public comment periods, the time period generally expires
15 days after the end of the comment period.

Standard Review
The OCC will review all filings not accorded expedited review according to the
standard review procedures described in the booklet covering the particular filing.
The OCC will determine whether approval is consistent with applicable law,
regulations, policies, and safety and soundness considerations. Criteria applicable to
each type of filing are contained in the respective manual booklet. The OCC will
request any additional information or opinion it needs to reach an informed decision
and may conduct investigations or examinations, if necessary.
9

Acknowledgment of Receipt
Within five business days of receipt, the OCC will acknowledge receipt by
telephone, writing, e-mail, facsimile, or otherwise, of the following correspondence:
•

An initial submission of a filing if:
—

It is received by regular mail or similar delivery that does not provide the
sender notice of receipt; or

—

The filing status (expedited versus standard filing) is inaccurate.

•

A comment on a filing from an interested person.

•

A request for copies from a public file.

•

A request from an interested person for a hearing.

•

A request for information and other miscellaneous correspondence.

•

A request for information under FOIA.

If receipt is acknowledged, the OCC normally will provide the applicant with an
estimated target time frame for processing the filing. OCC staff will update that
estimate if the situation changes.
Subsequent correspondence from an applicant, its representatives, or interested
persons will not necessarily be acknowledged.

Time Considerations
When a filer submits two or more related filings jointly, even if one or more, but not
all, of the submissions meet the qualifications for expedited review, expedited
procedures do not apply, and the OCC will follow standard review procedures. If
all of the filings qualify for expedited review, they will be deemed approved as of
the end of the longest applicable time period, unless the OCC has issued a decision
or advised the applicant that the filings will not be given expedited treatment,
because they raise significant legal, policy, supervisory, CRA, or compliance
concerns or issues.
Twelve USC 4807 requires that the OCC (and all other federal banking agencies)
take final action on any application before the end of a one-year period beginning
on the date a complete filing is received. A filer may request the agency to waive
this requirement for any filing; however, the OCC expects to render a decision on
each application well in advance of the one-year deadline.

Additional Information Requests
Although the OCC will strive to ask for additional information or opinions at the
earliest possible date, it may make that request of an applicant at any time during
the processing of a filing. When requesting additional information, the OCC will
advise the applicant of the due date for that submission. A request for additional
information does not suspend the review period for filings accorded expedited
review. However, failure to provide the information in a timely manner could result
in a delayed, conditionally approved, denied, or abandoned application.
Minor corrections may be addressed over the telephone or by e-mail. If the
application contains major deficiencies, the OCC normally will send a letter to the
applicant detailing the deficiencies and requesting additions or corrections.
If additional information substantially changes the nature of the original filing, the
OCC may direct a filer to republish and provide the public with another opportunity
for comment.

After-the-Fact Notice
In certain instances, the OCC does not conduct a prior review of permissible
activities or grant approval, but it does require an after-the-fact notice. The OCC
uses this information to determine continuously its supervisory strategy for the bank
and to maintain the accuracy of its institutional database.
Filers must submit after-the-fact notices for the following types of activities no later
than 10 days after beginning the new activity:
•

The acquisition or establishment of operating subsidiaries conducting specified
activities (see ″Investment in Subsidiaries and Equities” booklet).

•

The acquisition or establishment of financial subsidiaries.

•

Investment in or performance of certain activities by bank service corporations.

•

Aggregate investment in bank premises up to 150 percent of the bank’s capital
and surplus (notice submitted 30 days after overinvestment to the appropriate
supervisory office).

•

Voluntary liquidation.

•

Consolidation or merger into a resulting state bank or federal savings
association.

•

Certain subordinated debt filings.

Specific Requirements
Articles of Association Amendments
A bank’s Articles of Association may be amended if authorized by votes cast on
behalf of a majority of the voting shares of the bank, unless otherwise provided for
in the articles, at any meeting held pursuant to appropriate notice or waiver (12
USC 21a). However, two-thirds of the shareholders must approve amendments to
the capital stock article. A certified copy of every amendment to the articles
adopted by the shareholders must be forwarded to the director for district licensing
at the appropriate district office, or for large banks to the director of licensing
activities, HQ LIC.
For a discussion of amendments to the second article, see the Expansion or
Contraction of Assets or Activities section located below.

Bylaw Amendments
A majority of the bank’s directors may amend its bylaws. A copy need not be
submitted to the OCC.
A bank must designate in its bylaws the body of law selected for its corporate
governance procedures. A bank may elect to follow the corporate governance
procedures of the law of the state in which the main office of the bank is located,
the law of the state in which the holding company of the bank is incorporated, the
Delaware General Corporation Law, or the Model Business Corporation Act. (Refer
to 12 CFR 7.2000 for corporate governance procedures.)

Community Reinvestment Act (CRA)
Congress enacted the CRA to require federal bank and thrift regulators to encourage
insured depository institutions to help meet the credit needs of their entire
communities, including low- and moderate-income neighborhoods, consistent with
the safe and sound operation of the institutions. In accordance with the CRA, the
OCC considers an applicant’s record of CRA performance in deciding applications
for:
•

Establishment of a domestic branch.

•

Relocation of a main office or branch office.

•

Business combination.

•

Conversion to a national bank charter.

An applicant for a new national bank charter (other than a conversion applicant)
submits a description of how it will meet its CRA objectives. The OCC evaluates
the description in considering the application.

The OCC publishes in Interpretations and Actions decision letters with CRA
conditions or otherwise addressing CRA issues in applications. The OCC posts the
full text of Interpretations and Actions on its Internet site. The letters describe the
rationale for the decision, including any significant deficient area in the bank’s
performance, the source of the OCC’s information on the problems, and the
resolution of issues raised by an adverse comment, if any, and how the applicable
conditions address the deficiencies. (See the ″Public Notice and Comments”
booklet for a further discussion of the effect of CRA on an application.)

Branch and Trade Names
The OCC permits national banks to operate branches under different trade names.
However, the OCC is concerned that if customers believe they are dealing with two
different depository institutions, they may inadvertently exceed FDIC insurance
limits (generally, $100,000 per institution) by depositing excess amounts in different
branches of the same institution. The OCC believes it is important that customers
understand the scope of FDIC insurance in those circumstances. Accordingly, a
bank that intends to use a different name for a branch or other facility should be
advised to take reasonable steps to ensure that customers will not become confused
and believe that its facilities are separate institutions or that deposits in the different
offices are separately insured (refer to the Interagency Statement on Branch Names).
Such measures may include, but are not limited to:
•

Disclosing, clearly and conspicuously, in signs, advertising, and similar
materials that the facility is a branch, division, or other unit of the bank. The
bank should exercise care that the signs and advertising do not create a
deceptive or misleading impression.

•

Using the legal name of the bank for legal documents, certificates of deposit,
signature cards, loan agreements, account statements, checks, drafts, and other
similar documents.

•

Educating bank staff about the possibility of customer confusion over deposit
insurance. The OCC recommends that the bank instruct staff at the branch and
any other facilities operating under trade names to inquire of customers prior
to opening new accounts, whether they have deposits at the bank’s other
facilities or branches. In addition, during the time period soon after the bank
combines with, acquires, or is acquired by another depository institution, staff
should be reminded to call customers’ attention to disclosures that identify a
particular branch or facility as part of an institution.

•

Obtaining from depositors opening new accounts at the branch a signed
statement acknowledging that they are aware that the branch and other
facilities belong to the same bank and that deposits held at each facility are not
insured separately.

In addition, the practice of banks using different trade names over a computer
network, such as the Internet, raises similar concerns. Accordingly, institutions
intending to use different trade names over a computer network should take
reasonable steps to ensure that customers will not be confused about either the
bank’s identity or the extent of FDIC insurance coverage.
13

Corporate Seal
Since national banking laws require that a bank affix its corporate seal to certain
documents, such as a stock certificate, an organizing, converting, or existing bank
must adopt a corporate seal. Consistent with OCC policy, the bank need not use its
official name in the corporate seal.

Shareholder Meetings
Corporate governance procedures address the ability of shareholders to act by
unanimous written consent in lieu of a shareholders’ meeting. When the bank’s
corporate governance procedures permit, the notice and meeting are not required
for shareholders’ approval.

National Historic Preservation Act (NHPA) and National
Environmental Policy Act (NEPA)
The OCC considers historical preservation and environmental factors in deciding an
application for:
•

New bank charters.

•

Establishment of federal branches and agencies.

•

Establishment of domestic branches and seasonal agencies.

•

Relocation of existing bank offices.

Regarding these applications, the applicant should not take any action that may
affect a historic property or the quality of the human environment prior to
contacting the OCC. Such actions include site preparation, demolition, alteration,
renovation, and construction.
NHPA
Applicants must certify whether a proposed transaction will affect any historic
properties as stated in the NHPA, 16 USC 470-470x-6. Historic property means any
prehistoric or historic district, site, building, structure, or object included in, or
eligible for inclusion in (see Glossary), the National Register of Historic Places
maintained by the Secretary of the Interior. This term includes artifacts, records, and
remains that are related to, and located within, such properties. The term includes
properties of traditional religious and cultural importance to an Indian tribe or
Native Hawaiian organization and that meet the National Register criteria.
To review the National Historic Preservation Act, implementing regulations, and
other information, refer to the Web sites for the Advisory Council on Historic
Preservation (ACHP) and the National Register of Historic Places. Also, through the
ACHP’s Web site, applicants can access contact information for state and tribal
14

historic preservation officers as well as link directly to each of the preservation
officers’ Web sites for additional information.
The requirement to consider historic properties is established at section 106 of the
NHPA (16 USC 470f), and 36 CFR 800 defines the process for identifying and
considering historic properties. The OCC cannot approve an application until the
section 106 review process is completed. Also, the applicant may not take any
action that may affect a historic property, until the review process is completed or
the OCC otherwise authorizes that the action may proceed. If any applicant takes
an action that affects historic properties before the section 106 review is completed,
the OCC may deny the application.
Under the section 106 review process, the first step to determine whether historic
properties may be affected is to define the scope of the proposed project. Taking
the scope into consideration, the next step is to establish the area of potential effects
(see Glossary) for the project. Once the area of potential effects is established, the
applicant next determines whether any historic properties exist within that area.
The applicant should:
•

Review existing information on historic properties that may be potentially
affected, including information that unidentified historic properties may exist.

•

Seek information from local governments, Native American tribes, public and
private organizations, and other parties that may have knowledge or concerns
about historic properties in the area.

•

Request the views of the appropriate State Historic Preservation Officer
(SHPO), or the appropriate Tribal Historic Preservation Officer (THPO), on
further ways to identify historic properties that may be affected. In some
situations, it will be necessary to involve both the SHPO and THPO in the
review process. The applicant should contact the SHPO or THPO as early as
practicable in the planning process.

At this point, the applicant should conclude whether historic properties exist within
the area of potential effects. If historic properties are identified, the next step is to
make a determination of the effect (see Glossary) of the proposed project on each of
the historic properties. Under the NHPA, the review may result in one of three
determinations:
•

No historic properties affected; that is, there are no historic properties present
or there are historic properties but the project will have no effect upon them,

•

No adverse effect, or

•

Adverse effect.

Upon completion of its review, the applicant should submit its documentation,
including a complete description of its proposed project and its determination on
historic properties, to the SHPO or THPO for review and comment. If the applicant
received comments from any interested parties, those should be provided as well.
To ensure that the submission is complete, the applicant should verify the SHPO or
15

THPO’s documentation requirements prior to requesting its review. The SHPO or
THPO has 30 days from receipt to provide comments. The applicant should submit
copies of all correspondence between it and the SHPO or THPO to the OCC. The
OCC cannot complete the section 106 review process until the SHPO or THPO has
had an opportunity to provide its comments.
In the event that an adverse effect determination is made, the applicant should
notify the OCC promptly. The NHPA requires that the OCC notify the ACHP of a
determination of ″adverse effect” and submit documentation supporting the
determination. The OCC also would notify the ACHP when the reviewing parties,
or other interested parties, do not agree on the determination. In certain
circumstances, the ACHP will participate in the resolution of ″adverse effects.”
If the proposed project will have an adverse effect on a historic property, the
applicant will need to consider other alternatives. After fully considering the
alternatives, the project may be allowed to proceed subject to measures that
mitigate the adverse effects. Mitigation measures are developed through
consultation involving the applicant, the SHPO or THPO, the OCC, and any
interested parties and may include the ACHP. Once the mitigation measures are
agreed to, the consulting parties will execute a Memorandum of Agreement to
ensure that the measures are carried out.

NEPA
Applicants must certify whether a proposed transaction will affect the quality of the
human environment significantly (that is, air and water quality, noise levels, energy
consumption, congestion of population, solid waste disposal, or environmental
integrity of private land) within the meaning of the NEPA, 42 USC 4321-4347. To
review the NEPA, implementing regulations, and other information, refer to the
Web sites for the Council on Environmental Quality (CEQ) and NEPAnet.
Applicants should submit information from the state and other organizations about
specific plans to mitigate the potential adverse impact of a proposal on the quality of
the human environment. Submission of this information with the application helps
to expedite the OCC’s processing.

Expansion or Contraction of Assets or Activities
Bank management that wishes to substantially change the bank’s assets or activities
may need to submit an application to the OCC, submit a business plan, revise its
articles of association, or submit other materials to the OCC for review prior to
implementing the proposed change.

Significant Deviations
A bank’s significant deviation (see Glossary) from its existing business plan may
materially alter the underlying factors upon which the decision to approve the
charter application was based. Those deviations may have a positive or negative
effect on the bank. A bank that is subject to a condition to seek prior OCC review
of significant deviations may not change its operations significantly without the
OCC’s review and nonobjection. This includes most recently chartered banks.
16

After a bank opens for business, management and the board may discover that the
bank is achieving slower or more rapid growth than anticipated. Management and
the board also may determine that the bank is not able to generate quality loans or
attract a significant volume of deposits. There may also be concerns about poor risk
management practices. Management and the board should investigate thoroughly
the underlying reason(s) for each item before taking action.
Examiners will evaluate proposed significant deviations to determine if they are
prudent. (See Appendix G of the Charters booklet for specific guidance on
identifying and evaluating significant deviations, communication requirements, and
related procedures.)

Change in Asset Composition
The OCC requires prior written approval for a change in the composition of all, or
substantially all, of the bank’s assets either through the sale or other disposition of
assets. Prior written approval also is required if a bank, once having disposed of all
or substantially all the assets, reactivates its operations through the subsequent
purchase, acquisition, or other expansion of its operations (12 CFR 5.53). This
includes acquiring assets by any means, including generating new assets through
the bank’s own efforts. The requirements of 12 CFR 5.53 are primarily designed to
address changes to and from dormant bank (see Glossary) status.
The regulation does not apply if the change is:
•

In response to the OCC’s direction (for example, an enforcement action
pursuant to 12 USC 1818).

•

Part of a voluntary liquidation pursuant to 12 USC 181 and 12 CFR 5.48 if
the liquidating bank stipulates in its notice of liquidation that the liquidation
will be completed, the bank dissolved, and its charter returned to the OCC
within one year of the date it files the liquidation notice.

•

A result of a bank’s ordinary and ongoing business of originating and
securitizing loans.

If, as a part of a prior corporate approval, a bank is subject to a ″significant deviation
condition” requiring OCC’s prior written approval before making changes and is
also subject to 12 CFR 5.53 because it is changing the composition of all, or
substantially all, of its assets, the bank need only file an application under 5.53.
Generally, public notice under 12 CFR 5.8 does not apply to a change in asset
composition unless the OCC determines that the application presents a significant
or novel policy, supervisory, or legal issue where a public notice is considered
necessary. A public notice also may be required when a change in asset
composition application is accompanied by a second application that requires a
publication notice under 12 CFR 5.8. In this instance a public notice describing the
entire transaction may be necessary to ensure that the public has a full
understanding of the entire transaction.
17

Asset Disposition Transactions
If a change in the composition of assets is subject to 12 CFR 5.53, the selling
national bank must file an application with the OCC if it is selling, disposing, or
transferring assets, whether it be to another national bank, a state bank, or to any
other person or entity.
The OCC has a long-standing practice of discouraging a national bank from
removing substantially all of the assets and liabilities of the bank, creating a dormant
bank or shell operation. The OCC has serious supervisory concerns including how
the management or the board may use such a dormant bank charter; the nature of
the services and products that might later be initiated; and increased operations and
concentration risk. The OCC will consider the appropriateness of permitting a
substantive sale that creates a dormant bank and the plan for final disposition and
winding up of the bank’s existence.
When reviewing an application to dispose of all, or substantially all, of a bank’s
assets, the OCC considers:
•

Reasons for the proposed decrease in asset size.

•

The impact on the bank’s safety and soundness (for example, remaining asset
concentrations).

•

Any effect on bank customers (including continued FDIC insurance
coverage).

•

Plans for terminating the bank charter, through a voluntary liquidation or
merger into a nonbank affiliate.

Increasing Assets of a Dormant Bank
The OCC requires that a dormant bank file an application and obtain the OCC’s
prior approval before ending its dormant status and restarting operations. A national
bank with a dormant charter could restart operations by obtaining or acquiring
assets through any means, including generating new assets through the bank’s own
efforts. For example, the dormant bank may restart business by first taking new
deposits and then using those deposits to fund new assets; or a dormant bank will
restart by engaging in activities that significantly deviate or are a change from its
original business plan or operations.
The change in asset composition regulation applies to all situations in which a
dormant bank increases its assets regardless of when the bank became dormant or
whether approval under 12 CFR 5.53 was required for the original sale or
disposition.

When reviewing an application to increase the assets of a dormant bank, we will
consider:
•

The reasons for the proposed increase in asset size.

•

The impact on the bank’s safety and soundness.

•

Any effect on bank customers (including continued FDIC insurance
coverage).

•

Competent management, including a board of directors, with ability and
experience relevant to the types of services to be provided.

•

If capital is sufficient to support the projected volume and type of business.

•

If the proposed business plan can achieve and maintain profitability.

Substantial Changes in the Scope of Activities
Bank management that wishes to expand or contract the bank’s primary business
may need to revise its articles of association and submit other materials to the OCC
for review prior to implementing the proposed change.
Full Service Charter to Limited Charter
If management desires to convert a full-service charter to a limited-service charter
(such as a cash management or trust bank), it should amend its articles of
association and submit a notice to the Licensing staff in the appropriate district
office. The notice should include a proposed business plan, changes in the bank’s
capital structure, a description of planned changes in bank premises, and a list of
proposed management. The OCC does not charge a fee for this notice.
If a consequence of this change to the powers or services is a reduction in capital,
the bank is required to file a letter of intent and any appropriate fee (see the ″Capital
and Dividends” booklet). If the bank intends to relocate its head office or any
branch in its change to a limited-service charter, the bank must submit the
appropriate relocation application and filing fee (see the ″Branches and Relocations”
booklet). In addition, the FDIC may terminate deposit insurance if the bank stops
accepting insured deposits as part of a plan to contract its banking business.
Although the OCC does not require a public notice to convert to a limited-service
charter, the bank may need to provide public notice for related applications or
notices (such as a purchase and assumption, relocation, or branch closing).
Additionally, for a limited purpose bank, the articles stipulate that the bank may not
expand or alter its business beyond that stated in its articles without the prior
approval of the OCC.

Limited Charter to Full Service Charter
If management of a limited charter bank wants to expand the bank’s powers to those
of a full service commercial bank, it must amend its articles of association and
submit a request to the Licensing staff in the appropriate district office. The request
must include a proposed business plan, filing fee, and list of management. The
OCC also may request other parts of the new bank charter application to evaluate
sufficiently the proposed change to full service banking. In addition, an uninsured
bank will need to file a deposit insurance application with the FDIC if it plans to
begin accepting insured deposits as part of an expansionary plan.

Filings Required for Undercapitalized Banks
Twelve USC 1831o requires that an undercapitalized bank must obtain the FDIC’s
or the OCC’s prior approval to acquire, directly or indirectly, any interest in any
company or depository institution, establish or acquire any additional branch office,
or engage in any new line of business. To grant approval to an undercapitalized
bank, the OCC must determine that:
•

The bank has submitted an acceptable capital restoration plan.

•

The bank is implementing the plan.

•

The proposed filing is consistent with and will further the achievement of the
plan.

Key Policies
The OCC evaluates the complete filing to determine whether the applicant may
complete the transaction legally and operate the proposed activity in a safe and
sound manner. Each filing is evaluated on its merits. Specific decision criteria are
contained in each relevant manual booklet.

Change in Federal or State Law
After a law that affects a national bank activity is enacted or amended to permit a
banking activity or facility previously prohibited by federal or state law, the OCC
usually will accept, but will not act upon, applications prior to the effective date of
the amended law. This practice will minimize unnecessary delays for applicants,
minimize processing burdens on the OCC, and enable an approved facility to be
opened or an activity initiated as soon as it becomes legal under the law.

Consolidated Entity
In reaching its decision, the OCC considers the activities, resources, or condition of
an affiliate of the applicant that reasonably may reflect on or affect the applicant.
For example, the OCC recognizes that the strength of a parent, combined with the
direct support it offers, can mitigate supervisory concerns about an affiliated bank.
Conversely, the OCC recognizes when the satisfactory condition of an affiliate bank
is overshadowed by that of its parent or affiliate companies. In those cases, the
20

OCC considers the extent to which the condition of the bank is affected by the
overall condition of the consolidated entity.

Approval or Conditional Approval
Generally, the OCC may approve or conditionally approve any filing, including one
accorded expedited review, after reviewing the application and considering the
relevant factors. The OCC may impose conditions if it determines that they are
necessary or appropriate to ensure that approval is consistent with applicable
statutes, regulations, and OCC policies.
The OCC imposes on many filings standard requirements that must be met before
completing the proposed transaction (for example, opening a bank or a branch or
completing a merger). In addition, the OCC sometimes imposes special conditions
that corporate filers must satisfy before the OCC will allow completion of the
proposed transaction. Final approval occurs once the filer has complied with all of
the requirements of its approval letter, but has not, as yet, consummated the
transaction.
In some cases, the OCC may impose conditions enforceable under 12 USC 1818.
These are included in approvals containing conditions that remain in effect after the
effective date or consummation date of an approved transaction or activity and
continue until the OCC removes them. Examples of conditions that may be
imposed include:
•

Provisions that limit the activities that a bank subsidiary may conduct or set
standards for how certain activities may be conducted.

•

Special supervisory conditions that require adherence to a capital or CRA plan.

In approval letters that include a reference to enforceability, the following language
will be inserted in a separate paragraph that precedes a list of conditions:
The following conditions of this approval shall be deemed to be a ″condition
imposed in writing by the agency in connection with the granting of any
application or other request” within the meaning of 12 USC 1818.

Denial
The OCC may deny a filing if:
•

Significant supervisory, CRA (if applicable), or compliance concerns exist.

•

Approval would be inconsistent with applicable law, regulation, or OCC
policy.

•

The applicant fails to provide information in a timely manner that the OCC
requested to make an informed decision.

Abandonment
A filing must contain information described in the appropriate booklet of this
manual. If an applicant fails to provide required or additional requested information
within the time period the OCC specified, the OCC may deem a filing abandoned.

Notification of Interested Persons
The OCC provides commenters and other interested persons with a written decision
immediately after the filer is notified. Interested persons may not appeal the OCC’s
decision. (See also the ″Public Notice and Comments” booklet.) A member of
Congress who files a congressional inquiry also will receive a copy of the OCC’s
decision from the OCC’s Congressional Liaison.

Post Decision Issues
Extension of Time
When the OCC approves or conditionally approves a filing, it generally gives the
applicant up to 18 months to begin the new or expanded activity. If the approval
time runs out and the transaction is not consummated, the OCC’s approval ends
automatically.
The OCC normally does not grant extensions of time. However, in extenuating
circumstances, extension of the approval time may be requested from the Licensing
staff in the appropriate district office. However, the applicant must provide
sufficient information to prove that the reason for the delay is beyond its control (for
example, environmental clean up that must be done before a branch office can be
built).

Satisfaction Survey
The OCC includes a Satisfaction Survey with the decision letter to the applicant.
Comments are welcomed and used to improve licensing policies and procedures
continuously.

Nullifying a Decision
After rendering a decision on a filing, the OCC may nullify its decision if it
discovers:
•

A material misrepresentation or omission.

•

The decision is contrary to law, regulation, or OCC policy.

•

A clerical or administrative error, or a material mistake of law or fact occurred.

Appeal
An applicant may request review of an OCC decision according to the National
Bank Appeals Process (OCC Issuance 2002-9). Applicants may appeal a decision to
the deputy comptroller for Licensing or the Ombudsman.

Modification of Condition of Approval
An applicant may request that the OCC modify a condition that was imposed in a
final decision. The request should be in writing and should provide a detailed
justification for such modification. The request should provide the CAIS Control
Number and a description of the condition imposed that the bank wishes to modify.
A board of directors’ resolution approving the request to modify should accompany
the request.
The removal or modification of a condition that was imposed is considered a policy
issue.

Request for OCC Corporate Decision
Final decisions on filings are available to the public. Requests for those decisions
should be directed to: Comptroller of the Currency, Attn: Disclosure Officer,
Communications Division (3-2), Washington, DC 20219. Requests for final
decisions generally are answered within 10 business days of receipt.

Procedures: Information Request
Requesting Information
Interested Party
1.

Submits a request for a copy of the public file of a pending filing to the
appropriate district office. Submits a request for a copy of a decided or
closed filing or a request for materials other than the public file to the
Communications Division, Washington, DC.

Responding to the Request
Licensing Staff
2.

Establishes a public file from the official file (see additional discussion under
Requests for Information).

If the applicant has requested confidential treatment for public file
information not generally withheld, promptly forwards a copy of all materials
submitted by the applicant and interested parties, the request for confidential
treatment, and the request for information to the Disclosure Officer,
Communications Division. (See steps 8 through 11 for processing of such
requests.)

When a request for materials other than the public file is received, promptly
forwards a copy of the entire official file, other related materials, any request
for confidential treatment of any of the materials, and the request for
information to the Disclosure Officer, Communications Division. (See step
12 for processing of such a request.)

When material has been referred to the Disclosure Officer, establishes a
tracking system to follow up with that officer and to respond appropriately to
the interested party.

Forwards a copy of the requested public file to the interested party if no
confidential treatment requested. Include an invoice for research and
duplication charges, if appropriate.

Makes the public file available for inspection by interested persons during
regular business hours.

Disclosure Officer
8.

For a request for confidential treatment of material, determines whether to
grant the request for confidential treatment, using the standards of the
Freedom of Information Act (FOIA).
24

When the decision is to deny confidential treatment, contacts the person
who submitted the material to notify him or her of the decision before
releasing the material.

10.

After deciding the request and providing appropriate notification to the
submitter, prepares the public file, documents his or her decision(s), and
forwards a copy of the public file to the person who requested it and another
to the appropriate Licensing staff for future use as the public file.

11.

For a request for materials other than the public file, processes the request
as an initial request under the FOIA.

Licensing Staff
12.

Adds the name of each person who requests the public file to the list of
interested persons. If applicable, establishes a list of additional parties
making contacts. (See Appendix B, Guidelines for Additional
Communications and Contacts.)

13.

Enters appropriate information into the Corporate Activities Information
System (CAIS).

Procedures: National Historic Preservation Act
(NHPA)
Identification of Issue
Licensing Staff
1.

If the applicant has indicated that a historic property may be affected or there
is a reason to believe that a historic property may be affected, immediately
consults with the headquarters Licensing (HQ LIC) NHPA specialist on how
to proceed with the application.

Updates the Corporate Activities Information System (CAIS) entries for NHPA
issue.

Continues processing the application pending the results of the NHPA review
process.

Exploration of Issue
NHPA Specialist
4.

Reviews the proposal and makes a determination of the effect on the historic
property (see Glossary).

If the determination is ″adverse effect,” forwards relevant materials to the
Advisory Council on Historic Preservation (ACHP).

If the determination is ″no adverse effect,” consults with the SHPO or THPO,
the applicant, and any other interested organizations or persons, if
appropriate, to ensure agreement exists. If agreement exists, proceed to step
8. If agreement does not exist, forwards relevant materials to the ACHP.

Receives ACHP’s comments and continues to process, including
development of a Memorandum of Agreement (MOA) if the ″effect” is
adverse.

Informs Licensing staff that NHPA review process is complete and provides
relevant documentation for file, prepares appropriate additional language for
approval letter, and provides MOA, if appropriate, to be included with the
approval letter.

Resolution of Issue
Licensing Staff
9.

Makes appropriate CAIS entries.

10.

Processes application to conclusion.

11.

Includes all documents relevant to the NHPA issue in official file.

12.

Provides NHPA Specialist, HQ LIC, with a copy of the approval letter if there
were any NHPA issues or concerns.

Procedures: National Environmental Policy Act
Identification of Issue
Licensing Staff
1.

If the proposed transaction will have a significant or adverse effect on the
quality of the human environment immediately, consults with the
headquarters Licensing (HQ LIC) National Environmental Policy Act (NEPA)
specialist on how to proceed with the application.

Updates Corporate Activities Information System (CAIS) entries for NEPA
issue.

Continues processing the application pending the results of the NEPA review
process.

Exploration of Issue
NEPA Specialist
4.

Performs ″environmental review” to determine whether to prepare a
″negative declaration” or ″environmental impact statement” (EIS).

As appropriate, prepares ″negative declaration” or EIS.

•

If ″negative declaration” is prepared, goes to step 7.

•

If EIS is to be prepared, goes to step 6.

If preparing EIS:
•

Provides notice to Federal Register of intent to perform EIS after
obtaining appropriate official’s concurrence.

•

Incorporates comments of interested persons into draft EIS.

•

Provides draft copy of EIS to Council on Environmental Quality, other
agencies, as listed in NEPA, and interested persons.

•

Prepares final EIS at conclusion of comment period.

Informs Licensing staff that NEPA review process is complete and provides
relevant documentation for the file, prepares appropriate additional language
for approval letter, and provides any documents to be included with the
approval letter.
28

Resolution of Issue
Licensing Staff
8.

Makes appropriate CAIS entries.

Processes application to conclusion.

10.

Includes all documents relevant to the NEPA issue in official file.

11.

Provides NEPA Specialist with a copy of the approval letter if there were any
NEPA issues or concerns.

Procedures: Change in Assets by Sale or Other
Disposition
Prefiling
Licensing Staff
1.

Refers a bank that requests instructions to this booklet.

Arranges for a prefiling discussion or meeting, if necessary, and invites appropriate
OCC staff (for example, headquarters Licensing (HQ LIC), compliance, economics,
legal, information technology, and supervision). Immediately contacts HQ LIC to
decide if and when:

•

To forward the application to HQ LIC for processing, or

•

To forward specific issues to HQ LIC for action, while the district
Licensing staff continues to process the application.

•

To require public notice.

Prepares a summary memorandum on all prefiling meetings and discussions.
•

Retains the summary memorandum and other information in the pending file.

•

Sends the summary memorandum to the appropriate supervisory office if
no supervisory representative attended the prefiling meeting.

Filing the Application
Bank
4.

Completes and submits a complete application (Add Link) to the director for
district licensing in the appropriate district office or to the director of
licensing activities, HQ LIC.

Receipt
Licensing Staff
5.

Initiates and enters appropriate information into the Corporate Activities
Information System (CAIS).

Establishes the official file to maintain all original documents.
30

Within five business days of receipt of the filing,
•

Acknowledges receipt to the contact person.

•

Sends an e-mail to notify the appropriate assistant deputy comptroller
(ADC) and ADC analyst or the large bank examiner-in-charge (EIC) of
receipt.

Initial Review
Licensing Staff
8.

Within five business days of receipt:
•

Reviews the application and other relevant information about the bank
to determine if the filing contains a detailed description of the change
and all information required in the sample application (refer to steps 14
and 15 for specific criteria).

•

Solicits comments from the ADC and the ADC analyst or large bank EIC
and from other OCC divisions (supervisory, compliance, economic,
accounting), as appropriate, with a preliminary response required
within 15 days after receipt. Provides a brief description of the filing,
including any issues identified, and offers a copy of the application.
Comments received should include:

•

–

Any additional information needed from the applicant.

–

A conclusion about the national bank’s plans, resources, and
expertise to carry out the proposal.

–

If applicable, a decision on any related request to declare a
dividend that requires OCC prior approval under 12 USC 60(b) and
12 CFR 5.64 (see ″Capital and Dividends” booklet for additional
information).

–

If applicable, a recommendation on any other related request or
application.

–

Information about the resulting capital as it relates to the bank’s
capital plan if an undercapitalized bank is involved.

If a legal question is identified or a legal opinion submitted, forwards
the question and application to the district counsel with a preliminary
response required within 15 days after receipt.

mails a copy of the request for additional information to the ADC and ADC
analyst or large bank EIC, and other interested OCC staff.
10.

If the filing is processed in the district and it presents novel, policy, legal, or
supervisory issues not previously determined, contacts HQ LIC for guidance.

Public Comments and Hearings (if applicable)
Licensing Staff
11.

If copies of applications are requested, public comments filed, or hearings
requested, refers to the ″Public Notice and Comments” booklet.

12.

Forwards public comments to other units, as appropriate, for evaluation and
advice (for example, legal issues to appropriate legal division or CRA issues
to the CRA team).

Analysis and Recommendation
Licensing Staff
13.

Reviews comments received from other OCC staff.

14.

Considers and evaluates:
•

The reasons for the proposed decrease in asset size.

•

The impact on the bank’s safety and soundness (for example,
remaining asset concentrations).

•

Any effect on bank customers (including continued FDIC insurance
coverage).

•

Plans for terminating the bank charter, through a voluntary liquidation
or merger into a nonbank affiliate.
Note: The analyst should assess the likelihood that the transaction
will happen as planned and coordinate the related transactions that
end the charter. If appropriate, the OCC obtains a written
representation from the applicant that it immediately will begin
voluntary liquidation in accordance with 12 CFR 5.48 if the
transaction does not go as planned. An OCC approval will be
conditioned upon the applicant submitting a plan to wind up its affairs
and terminate its status as a national bank if the original plan does not
occur. (Refer to Termination of National Bank Status booklet.)

15.

Determines how long the dormant bank may continue. If there will be
ongoing activities, evaluates the bank’s one-year business plan, including
pro forma balance sheet, income statement, and capital calculation showing
the effects of the transaction. If operating in any capacity, determines:
32

•

How the transaction changes the business plan and operations.

•

How the transaction changes the institution’s risk profile.

•

The effect of the transaction on any existing supervisory concerns.

•

The prospects of generating sufficient income to meet competition
and conduct its affairs free of supervisory concern. Consider the
proposal’s effect on the bank’s cost of money and yield on assets.
Consider future growth or shrinkage.

•

Whether capital is adequate based upon the risks inherent in the
resulting bank’s assets and economic, as well as other, factors.

•

Whether management changes and resources are appropriate given
the changing business of the bank. The experience and performance
record of those in key managerial positions and on the board should
be evaluated. Management should have the necessary expertise,
staffing, controls, and systems in place to implement the business
plan. In addition, management should have adequate oversight of the
activities and accountability to the board.

•

The extent to which the transaction will affect the communities to be
served and the impact, if any, on operating efficiency of the resulting
institution. The applicant should discuss any expected changes in the
delineated local community, in the performance of the institution in
helping to meet the credit needs of the community, and in the effect
the transaction will have on the availability of credit and savings
services in the community. A copy of the amended CRA plan should
be provided if it will be amended; any changes should be discussed.

16.

Reviews the terms of any written or oral contracts, agreements, or
understandings where any person or company will receive directly or
indirectly, any money, property, service, release of pledges made, or other
thing of value, whether tangible or intangible, in connection with the
transaction.

17.

Ensures that all applicable board and shareholder resolutions have been
submitted and that the appropriate changes have been made to the Articles
regarding the business of the bank, if applicable.

18.

If there are issues to be determined by HQ LIC, but the filing is still
delegated to the district, goes to step 24.

19.

Prepares the Confidential Memorandum (CM) and draft decision letter. The
decision letter should address related decisions, such as those concerning
dividends, decreases in capital, or branch closings.

20.

Forwards CM and draft decision letter to the appropriate ADC and ADC
analyst, or large bank EIC, and requests that the ADC or large bank EIC
provide final comments within five business days. Incorporates appropriate
comments into the draft documents.

21.

For transactions that the district deputy comptroller (DDC) or deputy
comptroller for Midsize Banks (MDC) decides to review, forwards the CM,
draft decision letter, and the supervisory office and ADC comments to the
district deputy comptroller (DDC) or MDC. Requests the DDC or MDC
comments within five business days.

22.

If the filing is delegated to the district and there are no issues to be decided
by HQ, goes to step 26.

23.

If the decision is delegated to HQ, forwards the file to HQ and goes to step
32.

Issues Directed to HQ LIC
HQ LIC
24.

Receives and reviews the file from the Licensing staff, and solicits comments
from other OCC divisions or supervisory agencies as appropriate.

25.

Prepares and forwards a memorandum concerning the issues to the district
Licensing staff and, if appropriate, forwards language to insert into the
decision letter to the district Licensing staff.

Decision
Licensing Staff
26.

Deciding official decides the application under delegated authority,
including, as appropriate, language received from HQ LIC in the approval.

27.

Notifies the bank and, if appropriate, any interested parties of the decision
by telephone. Sends the bank the decision letter and a satisfaction survey.

28.

Notifies the ADC and ADC analyst or large bank EIC of the decision by
forwarding updated CAIS comments and an electronic copy of the decision
letter. Also notifies Securities and Corporate Practices Division (SCP) of the
decision by e-mail if the bank is subject to 12 CFR 11.

29.

If the decision letter is either a denial or conditional approval, forwards a
copy of the CM and decision letter to the secretary for the director of
licensing activities.

30.

Makes appropriate CAIS entries.

31.

If the application is denied, goes to step 53.
34

HQ LIC
32.

Receives file, including CM, from the Licensing staff and makes appropriate
CAIS entries.

33.

Reviews the file and all relevant information, solicits comments from other
OCC divisions or supervisory agencies, as appropriate. Recommends a
decision and routes the file to the deciding official.

34.

If disapproval will be recommended, forwards the draft documents to the
Litigation Division and seeks concurrence.

35.

Deciding official decides the application and returns the file to the HQ LIC
staff.

36.

HQ LIC staff notifies the bank of the decision by telephone and, if the bank
requests, sends a facsimile copy of the decision letter to the bank. Sends the
decision letter to the bank, along with a satisfaction survey.

37.

After decision, notifies Licensing staff and the ADC and ADC analyst or large
bank EIC of the decision by forwarding updated CAIS comments by e-mail
and by attaching a copy of the decision letter. Also notifies SCP of the
decision by e-mail if the bank is subject to 12 CFR 11.

38.

Notifies any interested parties of the decision by letter.

39.

If the decision letter includes conditions imposed in writing under 12 USC
1818, forwards a copy of the decision letter to the secretary for the director
of licensing activities.

40.

If denied, proceeds to step 53.

41.

Makes appropriate CAIS entries.

Disclosure (if applicable)
Bank
42.

If the bank is subject to 12 CFR 11, and bank’s counsel determines a
shareholder vote is necessary, files preliminary proxy materials or
information statements with SCP in Washington.

43.

Reviews proxy materials or information statements and, if warranted, does
not object to distribution to the shareholders.

SCP

Shareholder Approval (if applicable)
Bank
44.

If applicable, publishes notice of shareholders’ meeting for four consecutive
weeks if a shareholder vote is necessary. A shareholder vote may be
necessary. The bank’s Articles of Association, state law, and the amount of
assets involved may be determining factors. Banks with a class of securities
registered under section 12 of the Securities Exchange Act of 1934 should
refer to the applicable requirements in 12 CFR 11.

45.

Mails notice of shareholders’ meeting, with accompanying proxy materials
or information statements, to all shareholders by certified or registered mail
at least 10 days prior to the meeting, or earlier, if required. If a bank is
subject to 12 CFR 11, the OCC must not object to the proxy materials prior
to distribution.

46.

Mails definitive copy of the shareholders’ materials, including proxy
materials or information statements, to the director for district licensing in
the appropriate district.

47.

Obtains shareholders’ approval of the sale or disposition of assets.

Consummation
Bank
48.

Notifies the appropriate director for district licensing at least 10 days in
advance of the date that the bank plans to sell or dispose of the assets. If not
previously done, submits the Secretary’s Certificates of the board of
director’s approval; the Articles of Association in which the changes are
made; and the Secretary’s Certificates of shareholders’ ratification, if
applicable.

49.

Completes any Post Consummation Procedures for Business Combinations
or Termination Procedures for Voluntary Liquidations.

Licensing Staff
50.

Reviews the bank’s notice and verifies that all required actions have been
completed. Verifies that SCP has reviewed final proxy materials, if any, to
make sure no significant inconsistencies exist between the proxy materials
and the application. Notifies the applicant by telephone of any problems.

51.

If applicable, prepares and sends a letter following consummation providing
a capital certification, branch closings, or lending limit calculation.

52.

Makes appropriate CAIS entries.
36

Close Out
HQ LIC
53.

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

54.

Makes appropriate CAIS entries to close filing.

55.

Notifies the ADC and ADC analyst or large bank EIC of the sale or disposition
date by forwarding updated CAIS comments and, if warranted, other materials.

Procedures: Change in Assets by Acquisition or
Expansion
Prefiling
Licensing Staff
1.

Refers a bank that requests instructions to this booklet.

Arranges for a prefiling discussion or meeting, if necessary, and invites
appropriate OCC staff (for example, headquarters Licensing (HQ LIC),
compliance, economics, legal, information technology, and supervision).
Immediately contacts HQ LIC to decide if and when:

•

To forward the application to HQ LIC for processing, or

•

To forward specific issues to HQ LIC for action, while the district
Licensing staff continues to process the application.

•

To require public notice.

Prepares a summary memorandum on all prefiling meetings and discussions.
•

Retains the summary memorandum and other information in the pending
file.

•

Sends the summary memorandum to the appropriate supervisory office if
no supervisory representative attended the prefiling meeting.

Filing the Application
Bank
4.

Completes and submits a complete application (Charter Application
and Business Plan) and the appropriate filing fee to the director for
district licensing in the appropriate district office or to the director of
licensing activities, HQ LIC.

Receipt
Licensing Staff
5.

Initiates and enters appropriate information into the Corporate Activities
Information System (CAIS).

Establishes the official file to maintain all original documents.
38

If a fee is received, forwards it and the deposit memorandum to the
Comptroller of the Currency, Attention: Accounts Receivable, 250 E Street,
S.W., MS 4-8, Washington, DC 20219. Retains a copy of the memorandum.
Contacts the applicant if the filing fee is not received or is incorrect.

Within five business days of receipt:
•

Acknowledges receipt to the contact person.

•

Sends an e-mail to notify the appropriate assistant deputy comptroller
(ADC) and ADC analyst or large bank examiner-in-charge (EIC) of
receipt.

Initial Review
Licensing Staff
9.

Within five business days of receipt:
•

Reviews the application and other relevant information about the bank
to determine if the filing contains a detailed description of the change
and all information required in the sample application.

•

Solicits comments from the ADC and ADC analyst or large bank EIC
and from other OCC divisions (supervisory, compliance, economic,
accounting), as appropriate, with a preliminary response required
within 15 days after receipt. Provides a brief description of the filing,
including any issues identified, and offers a copy of the application.
Comments received should include:

•

–

A conclusion about the national bank’s plans, resources, and
expertise to carry out the proposal.

–

Any additional information needed from the applicant.

If a legal question is identified or a legal opinion submitted, forwards
the question and application to the district counsel with a preliminary
response required within 15 days after receipt.

10.

If the application is not complete, returns the application or requests the
necessary information in writing from the bank, including any information
needs of other OCC staff and establishing a specific due date for reply.
Emails a copy of the request for additional information to the ADC and ADC
analyst or large bank EIC, and other interested OCC staff.

11.

If the filing is processed in the district and it presents novel, policy, legal, or
supervisory issues not previously determined, contacts HQ LIC for guidance.

Public Comments and Hearings (if applicable)
Licensing Staff
12.

If copies of applications are requested, public comments filed, or hearings
requested, refers to the ″Public Notice and Comments” booklet.

13.

Forwards comments to other units, as appropriate, for evaluation and advice
(for example, legal issues to appropriate legal division or CRA issues to the
CRA team).

Analysis and Recommendation
Licensing Staff
14.

Reviews comments received from other OCC staff.

15.

Evaluates the purpose of the transaction.

16.

Evaluates the changes to the business plan and operations. Determines how
the transaction changes the bank’s risk profile. Considers:
•

The reasons for the proposed increase in asset size.

•

The impact on the bank’s safety and soundness.

•

Any effect on bank customers (including continued FDIC insurance
coverage).

•

If there is competent management, including a board of directors, with
ability and experience relevant to the types of services to be provided.

•

If capital is sufficient to support the projected volume and type of
business.

•

If the proposed business plan can achieve and maintain profitability.

•

Whether the directors stock purchases reflect a financial commitment to
the success of the bank.

17.

If applicable, ensures all applicable board and shareholder resolutions have
been submitted and that the appropriate changes have been made to the
Articles regarding the business of the bank.

18.

If there are issues to be determined by HQ LIC, but the filing is still delegated
to the district, goes to step 24.

19.

Prepares the Confidential Memorandum (CM) and decision letter. The
decision letter also should address related decisions, certifications,
authorizations, or acknowledgements, such as those concerning dividends,
40

branches, branch closings, decreases or increases in capital, investments in
operating and financial subsidiaries, community development investments,
investment in bank premises, or fiduciary powers.
20.

Forwards CM and draft decision letter to the appropriate ADC and the ADC
analyst or large bank EIC, and requests that the ADC or large bank EIC
provide final comments within five business days. Incorporates appropriate
comments into draft documents.

21.

For transactions that the district deputy comptroller (DDC) or deputy
comptroller for Midsize Banks (MDC) decides to review, forwards the CM,
draft decision letter; and the supervisory office comments to the DDC or
MDC, requesting that the DDC or MDC provide comments within five
business days.

22.

If it is delegated to the district and there are no issues to be decided by HQ
LIC, goes to step 28.

23.

If the decision is delegated to HQ LIC, forwards the file to HQ LIC and goes
to step 35.

Issues Directed to HQ LIC
HQ LIC
24.

Receives and reviews the file, and solicits comments from other OCC
divisions or supervisory agencies as appropriate.

25.

Prepares and forwards a memorandum concerning the issues to the district
Licensing staff and, if appropriate, forwards language to insert into the
decision letter to the district Licensing staff.

Decision
Licensing Staff
28.

Deciding official decides the application under delegated authority,
including any language received from HQ LIC.

29.

Notifies the bank of the decision by telephone and, if the bank requests,
sends a facsimile copy of the decision letter to the bank.

30.

Notifies the appropriate ADC and ADC analyst or large bank EIC of the
decision by forwarding updated CAIS comments and a copy of the decision
letter. Also notifies Securities and Corporate Practices Division (SCP) of the
decision by e-mail if the bank is subject to 12 CFR 11.

31.

Sends the bank the decision letter, along with a satisfaction survey.
41

32.

Notifies any interested parties by letter of the decision.

33.

If the decision letter includes conditions imposed in writing under 12 USC
1818, forwards the decision letter to the secretary for the director of licensing
activities.

34.

Makes appropriate CAIS entries.

HQ LIC
35.

Receives file, including CM, and makes appropriate CAIS entries.

36.

Reviews the file and all relevant information about the bank, solicits
comments from other OCC divisions or supervisory agencies as appropriate,
makes a recommendation, and routes the official file to the deciding official.
If Licensing recommends denial, contacts and seeks concurrence of the
Litigation Division.

37.

Deciding official decides the application and returns the file to the HQ LIC
staff.

38.

Notifies the bank of the decision by telephone and, if the bank requests,
sends a facsimile copy of the transmittal letter to the bank.

39.

Notifies Licensing staff and the appropriate ADC and ADC analyst or large
bank EIC of the decision by forwarding updated CAIS comments by e-mail
and attaching a copy of the decision letter. Also notifies SCP of the decision
by e-mail if the bank is subject to 12 CFR 11.

40.

Sends the decision letter to the bank, along with a satisfaction survey.

41.

Notifies any interested parties of the decision by letter.

42.

If the decision letter includes conditions imposed in writing under 12 USC
1818, forwards a copy of the decision letter to the secretary for the director
for licensing activities.

43.

If denied, proceeds to step 54.

44.

Makes appropriate CAIS entries.

Disclosure (If applicable)
Bank
44.

If the bank is subject to 12 CFR 11, and bank’s counsel determines that a
shareholder vote is necessary, files preliminary proxy materials or
information statements with SCP in Washington.
42

SCP
45.

Reviews proxy materials or information statements and, if warranted, does
not object to distribution to the shareholders.

Shareholder Approval (if applicable)
Bank
46.

47.

Mails notice of shareholders’ meeting, with accompanying proxy materials or
information statements, to all shareholders by certified or registered mail at
least 10 days prior to the meeting, or earlier, if required. If a bank is subject
to 12 CFR 11, the OCC must not object to the proxy materials prior to
distribution.

48.

Mails definitive copy of the shareholders’ materials, including proxy
materials or information statements, to the director for district licensing in the
appropriate district.

49.

Obtains shareholders’ approval of the acquisition or expansion.

Consummation
Bank
50.

Notifies the appropriate director for district licensing at least 10 days in
advance of the date that the bank plans to acquire the assets or expand its
activities. If not previously done, submits the secretary’s certificates of the
board of director’s approval; the Articles of Association in which the changes
are made, and the secretary’s certificates of shareholders’ ratification, if
applicable.

Licensing Staff
51.

Reviews the bank’s notice and verifies that all required actions have been
completed. Verifies that SCP has reviewed the final proxy materials, if any,
to make sure no significant inconsistencies exist between the proxy materials
and the application. Notifies the applicant by telephone of any problems.

52.

If applicable, prepares and mails a letter following consummation of the
acquisition of assets or expansion. Includes appropriate authorization,
43

acknowledgement, or certification for dividend declarations, branches,
branch closings, investments in operating and financial subsidiaries,
community development investments, investments in bank premises,
fiduciary powers, and increases or decreases in capital, as applicable.
53.

Makes appropriate CAIS entries.

Close Out
HQ LIC
54.

Reviews the file for completeness, separates documents, and sends the
official file and documents to Central Records.

55.

Makes appropriate CAIS entries.

56.

Notifies the appropriate ADC and ADC analyst or large bank EIC of the
acquisition or expansion date by forwarding updated CAIS comments and, if
warranted, other materials.

Appendix A: Target Time Frames
Target Time Frames in Numbers of Days1
Bank service company
Branch
Business combination
Capital change
Change in bank control
Change in directors and senior
executive officers
Charter
Independent bank
Holding company sponsored
Director waiver
Conversion to national charter
Independent bank
Independent thrift
Holding company owned
bank or thrift
Fiduciary powers
Investment in bank premises
Management interlocks
Operating subsidiary
Relocation
Short-distance relocation
Subordinated debt
Other application types
not listed

Standard
60
60
60
45
60

Expedited2
na
45
45
30
na

120
90
30

na
45
na

90
120

30
30

90
45
45
30
60
60
60
45

30
30
30
na
na
45
30
30

Number of calendar days from the later of date of receipt or publication to OCC action.

Certain filings from eligible banks automatically are approved after this time.

Appendix B: Guidelines for Additional
Communications and Contacts
The OCC often receives significant information, other than that contained in an
application form or written comment on an application, which it uses in the
decision-making process. This information often comes from meetings, telephone
contacts, or other discussions held with applicants or interested persons, often
without all interested parties being involved at the same time.
Those types of contacts, beyond written comments, are permitted, while a filing is
pending before the OCC. To ensure that the information received through such
contacts is handled properly, all OCC staff must follow these guidelines.

Guidelines
The official file should reflect all significant information an OCC employee
receives through written and oral communications, whether by letter, e-mail, fax,
telephone, or in-person meeting. (See the Glossary for official file definition.)
Documents in the official file form the basis for the public file. (See the discussion
under Requests for Information for information on how documents are included in
or excluded from the public file.)
Any written communication containing significant information should be provided
to the Licensing staff for inclusion in the official file. If the communication is
maintained electronically (for example, as e-mail), a printed copy should be
included in the official file. (For information stored on CAIS, the director for district
licensing should ensure that a hard copy of any significant information is placed in
the file. If the information will be afforded confidential treatment, the director for
district licensing should ensure that it will remain accessible on-line or in electronic
data storage.)
Any oral communication containing significant information (for example, a meeting
or telephone call) should be summarized in a written document, which should be
included in the official file. If the analyst maintaining the official file is a party to the
oral communication, he or she should create the summary. If the analyst
maintaining the file is not a party to the communication, an OCC employee
involved in the communication should create the summary of the significant
information and forward it to the analyst for inclusion in the official file.
Inquiries concerning status of an application, or other routine procedural inquiries
(for example, inquiries on procedures for filing comments) do not have to be
included in the official file.
Any consideration to require republication of the public filing notice or to reopen
a closed comment period, because of a substantial change in a filing from
alterations in the nature or information received from an additional contact, should
be coordinated by licensing and legal staff.

Private meetings, in which OCC representatives do not participate, between
representatives of an applicant and protestants to help narrow issues or facilitate
their resolution, even if arranged by the OCC, are not part of the official file of the
application.

Appendix C: OMB Disclosure Statement
The information collections in this manual have been submitted to and approved by
the Office of Management and Budget (Control Number 1557-0014, Expiration
Date November 30, 20071 ) in accordance with the Paperwork Reduction Act of
1980.
Comments about the information collection, the burden estimates, and suggestions
for reducing burden may be sent to: Legislative and Regulatory Activities Division,
Comptroller of the Currency, Washington, DC 20219. A copy should also be sent
to the Paperwork Reduction Project, Office of Management and Budget,
Washington, DC 20503.
The OCC requires this information to fulfill its statutory responsibilities and to
ensure the continued safety and soundness of national banks. It uses the
information to evaluate specific corporate applications of national banks and to
prevent potentially unsafe and unsound practices. National banks are the likely
respondents.
A list of the various information collections included in this manual follows. An
average burden estimate for each filing is provided. Filings are grouped by booklets
under each main heading. The average burden hours are broken down by
processing type. Depending on each case, the actual time needed by respondents
may vary widely.
Filing
Background Investigations
Interagency Biographical and Financial
Report
Foreign Certification
Branch Closings
Branches and Relocations
Business Combinations
Nonaffiliates
Affiliates
Capital and Dividends
Change in Bank Control
Changes in Directors and
Senior Executive Officers
Changes of Corporate Title and Address
Charters
Corporate Organization
Conversions
Director Waivers
Citizenship Waivers
Residency Waivers
1

Average Burden Hours

4
1
1
2
30
18
1
30
2
0.25
125
0.5
4.5
1.5
0.5

Management Official Interlocks received OMB approval under OMB No. 1557-0196, Expiration
Date February 29, 2008.
48

Failure Acquisitions
Federal Branches and Agencies
Fiduciary Powers
General Policies and Procedures
Satisfaction Survey
Change in Asset Composition
Investment in Bank Premises
Investment in Subsidiaries and Equities
Operating Subsidiaries
Bank Service Companies
Equities
Annual Report
Management Official Interlocks
Subordinated Debt
Termination of National
Bank Status

20
41
3
0.25
5
1
1
1
1
3
29
1
1

Glossary
The area of potential effects means the geographic area or areas within which an
undertaking may directly or indirectly cause alterations in the character or use of
historic properties, if any such properties exist. The area of potential effects is
influenced by the scale and nature of an undertaking and may be different for
different kinds of effects caused by the undertaking [36 CFR 800.16(d)].
An applicant is a person or entity that submits a notice or application to the OCC.
An application is a submission requesting prior OCC approval to engage in various
corporate activities or transactions.
Appropriate district office means: (1) Headquarters Licensing (HQ LIC) for all
national bank subsidiaries of certain holding companies assigned to the
Washington, DC, licensing unit; (2) the appropriate OCC district office for all
national bank subsidiaries of certain holding companies assigned to a district office
licensing unit; or (3) the OCC’s district office where the national bank’s supervisory
office is located for all other banks.
A complete filing is fully responsive to each request for information included in a
sample notice or application contained in this manual; includes any information the
OCC may subsequently request; and/or provides adequate information, when
considered together with other information available to the OCC for its decision.
A dormant bank is a bank that is no longer engaged in core banking activities other
than on a de minimis basis. This definition includes, for example, a bank that has
significantly reduced its activities and services or that has contracted out significant
portions of its operations to third party service providers, other than in the ordinary
course of the bank’s ongoing business.
A filing is either an application or a notice.
Effect on a historic property means alteration to the characteristics that qualify it for
inclusion in or eligibility for the National Register. Effects may arise from:
•
•
•
•
•
•

Alteration of a property, including restoration, rehabilitation, repair,
maintenance, stabilization, hazardous material remediation, and provision of
handicapped access.
Change of the character of the property’s use or change of physical features
within the property’s setting.
Introduction of visual, atmospheric or audible elements.
Removal of the property from its historic location.
Physical destruction of or damage to all or part of the property.
Neglect of a property, which causes its deterioration.

Eligible for inclusion in the National Register includes both properties formally
determined as such in accordance with regulations of the Secretary of the Interior
and all other properties that meet the National Register criteria.
50

An eligible bank is a national bank that:
•

Has a composite CAMELS rating of 1 or 2.

•

Has an ″outstanding” or ″satisfactory” Community Reinvestment Act (CRA)
rating. (This factor does not apply to an uninsured bank or branch or a special
purpose bank covered by 12 CFR 25.11(c)(3).)

•

Is well capitalized as defined at 12 CFR 6.4(b)(1).

•

Is not subject to a cease and desist order, consent order, formal written
agreement, or Prompt Corrective Action directive or, if subject to any such
order, agreement or directive, is informed in writing by the OCC that the bank
still may be treated as an ″eligible bank.”

An eligible depository institution means a state bank or a federal or state savings
association that is FDIC-insured and that meets the eligible bank criteria.
A filer is a person, group of persons, national bank, state-chartered bank, thrift,
other financial institution, or any other entity that submits a filing to the OCC.
An incomplete filing is not fully responsive to each item of information included in
a sample notice or application or lacks adequate information, when considered
together with other available information, for the OCC to make its decision.
The legal name of a national bank is its full name as reflected in its charter and
Articles of Association, except that a bank may abbreviate terms that indicate
corporate status (for example, N.A., N.S. & T., Corp., Inc.) in any document, except
its charter, charter application, and Articles of Association.
A lead depository institution means the largest depository institution controlled by a
holding company.
A notice is a submission notifying the OCC that a filer: (1) intends to engage in
certain corporate activities or transactions; or, (2) has begun certain corporate
activities or transactions (see application definition).
The official file is opened when an application or notice is filed. It becomes the
official repository of all significant information about the filing. ″Significant”
information is nonduplicative information that may be used in the decision-making
process. The official file will be made available ultimately to the decision maker
and, following the decision, will be forwarded to Central Records.
The official file consists of: (1) the filing and any amendment; and (2) copies or
summaries of oral or written communications involving significant information.
Examples of such communications are post-filing oral or written contacts by letter, email, fax, telephone, or in-person between one or more of the following:
•

An OCC employee involved in the processing or review of a filing and the
applicant.
51

•

The OCC and persons who have filed formal comments on the application.

•

An OCC employee or other federal regulator and persons contacted during
investigations.

Prefiling communications and communications between OCC employees are
included in the official file only if they contain significant information.
The public file for an application consists of those portions of the filing, supporting
data, and supplementary information submitted by the applicant and information
submitted by interested persons that have not been afforded confidential treatment
by the office processing the application.
A significant deviation is a material variance from the bank’s business plan or
operations that occurs after the proposed bank has opened for business.
An undercapitalized bank is an FDIC-insured depository institution that meets the
criteria established in 12 CFR 6.4(b)(3), (4), and (5), for an undercapitalized,
significantly undercapitalized, or critically undercapitalized bank, respectively.

References
After-the-Fact Notice
Regulation

12 CFR 5

Amendments to Articles of Association
Law

12 USC 21a

Appeals Process
Regulation
OCC Issuances

12 CFR 5.13(f)
OCC 2002-9
PPM 1000-9 (REV)

Asset Composition
Regulation

12 CFR 5.53

Articles of Association
Laws
Indemnification
Regulation
Lost Stock Certificates
Regulation
Preemptive Rights
Regulation
Quorum
Regulation
Shareholder Meetings
Laws
Regulation
Vacancies in Board
Law
Regulation

12 USC 21, 21a
12 CFR 7.2014
12 CFR 7.2018
12 CFR 7.2021
12 CFR 7.2009
12 USC 71, 75
12 CFR 7.2001
12 USC 74
12 CFR 7.2007

Branch Name
Issuance

OCC Bulletin 98-22, dated
May 1, 1998

Bylaws
Regulation
Cashier
Regulation
Lost Stock Certificates
Regulation
Quorum
Regulation
Shareholder Meetings
Laws
Regulation
Stock Certificate Signatures
Law

12 CFR 7.2000
12 CFR 7.2015
12 CFR 7.2018
12 CFR 7.2009
12 USC 71, 75
12 CFR 7.2001
12 USC 52
53

Regulation

12 CFR 7.2017

Change of Address
Laws
Regulation

12 USC 93a, 161, 481
12 CFR 5.52

Change of Name
Laws
Regulation

12 USC 30, 31
12 CFR 5.42

Community Reinvestment Act
Law
Regulation

12 USC 2901-2908
12 CFR 25

Corporate Governance Procedures
Regulation

12 CFR 7.2000

Corporate Powers and Investment Securities
Law
Regulation

12 USC 24
12 CFR 1

Decisions
Laws

12 USC 93a, 1818(b),
1831o(e)(4)
12 CFR 5.13

Regulation
Definitions
Regulation

12 CFR 5.3

Executive Officers
Cashier
Laws

12 USC 26, 51a, 52, 57,
62, 92a(g), 161
12 CFR 7.2015

Regulation
Expedited Review of Filings
Regulation

12 CFR 5.13(a)(2)

Extension of Time for Review of Filings
Regulation

12 CFR 5.13(g)

Filing Fees
Regulation

12 CFR 5.5

Freedom of Information Act
Law
Regulation
Issuance

5 USC 552
12 CFR 4
PPM 2100-15, Supp 1,
Supp 2

Hearings and Other Meetings
54

Regulation
Insider Activities
Laws

12 CFR 5.11
12 USC 375, 375a, 375b,
376
12 CFR 31, 215
Comptroller’s Handbook,
″Insider Activities”

Regulations
Publication
Interlocking Directors and Officers
Laws

12 USC 3201-3208
15 USC 19
12 CFR 26

Regulation
Misrepresentations or Omissions
Law

18 USC 1001

Name
Laws

12 USC 22, 30, 35
18 USC 709
12 CFR 5.42

Regulation
National Environmental Policy Act
Laws
Regulation

42 USC 4321-4347
40 CFR 1500

National Historic Preservation Act
Laws
Regulation

16 USC 470-470x-6
36 CFR 800

Organization Certificate
Law

12 USC 22

Place of Business
Laws

12 USC 22, 81

Public Comment
Regulation

12 CFR 5.10

Public File Availability
Regulation

12 CFR 5.9

Publication Requirement
Regulation

12 CFR 5.8

Shareholders List
Law

12 USC 62

Title

Laws
Regulation

12 USC 22, 30, 35
12 CFR 5.42
55

File Type	application/pdf
File Title	General Policies and Procedures
Author	Cheryl Martin
File Modified	2005-11-29
File Created	2005-11-28