Termination of National Bank Status

Termination of National
Bank Status

Other Changes and Activities

Comptroller’s Corporate Manual

Washington, DC
April 1998

Termination of
National Bank Status

Table of Contents

Introduction
Background
Applicability
Key Policies
Summary of Process
Specific Requirements
Expedited Liquidation in Acquisitions
Conversion from the National Banking System
Merger or Consolidation with Non-National Bank Resulting
Voluntary Liquidation Standard

1
1
1
2
2
2
2
3
3
4

Documents
Initial Notice of Voluntary Liquidation
Public Notice of Voluntary Liquidation
Shareholders’ Resolution
Report of Condition at Commencement of Liquidation
Report of Progress of Liquidation
Expedited Liquidation Notice
Conversion Notice
Merger or Consolidation Notice
Voluntary Liquidation Notice

7
7
8
9
12
13
15
17
19
21

Procedures
Expedited
Standard

23
23
25

References

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Termination of National Bank Status

Termination of
National Bank Status

Introduction

This booklet should be used together with other booklets of the Comptroller’s
Corporate Manual. Users of this booklet should refer to the ”General Policies
and Procedures” (GPP) booklet for discussion of general filing instructions
and procedures. Users should also refer to the ”Business Combinations”
booklet, if the bank will liquidate after combining with another national
bank.

Background
This booklet covers the termination of national bank status when a bank
wishes to relinquish its national bank charter. This occurs through a
voluntary liquidation, a conversion to a state bank or federal savings
association charter, or a merger or consolidation with a non-national
depository institution.1
A bank that wishes to terminate its status as a national bank must give notice
and return certain documents to the OCC before the termination is effective.
This booklet contains the policies and procedures to guide national banks on
terminating their status.
In an effort to reduce the burden and clarify the steps required to terminate a
national bank’s status, the OCC recently amended its corporate regulations
12 CFR 5 and revised 12 CFR 5.48 (voluntary liquidation). The regulation
reduced the burden of dissolving banks remaining after a whole-bank
purchase and assumption (P&A) transaction.

Applicability
A bank considering the termination of its national bank status must notify the
OCC. A national bank undergoing a voluntary liquidation also must file a
notice with the OCC once the liquidation plan is definite. A national bank
may liquidate voluntarily in accordance with 12 USC 181 and 182.
A bank may convert to or be acquired by a state bank or federal savings
association in accordance with 12 USC 214a - 214c, 321, and 1828(c).
Although the OCC is not the approving regulator for those transactions, a
national bank must follow certain procedures before its status is terminated.

1

Refer to the ”Business Combinations” booklet if the bank will terminate its national bank status after
combining with another national bank.

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Key Policies
A bank may convert or enter into a merger, consolidation, or P&A transaction
that results in the termination of its national bank status without prior OCC
approval, unless the acquiring and resulting institution is another national
bank. The OCC, however, requires notice and return of the national bank’s
charter certificate (or copy), and, if applicable, any branch authorizations and
trust permit (or copies). Additionally, all OCC reports of examination, and
any related correspondence, must be shredded or returned. CRA Public
Performance Evaluations are public documents, not reports of examination,
and need not be shredded or returned.

Summary of Process
The OCC monitors the bank’s termination process to ensure its compliance
with applicable statutes, particularly those pertaining to shareholder rights
and voluntary liquidation.
A bank that considers the termination of its national bank status must notify
the OCC. If the termination will be a voluntary liquidation, the bank must
submit a notice to the appropriate licensing manager and publish a public
notice after its shareholders have voted for the liquidation. After the bank
begins to liquidate its assets and liabilities, it submits an annual progress
report to the OCC. The liquidating bank also continues to submit quarterly
Consolidated Reports of Condition and Income (call reports).
If termination occurs through a conversion, merger, or consolidation with a
non-national bank depository institution, the national bank submits notice to
the appropriate licensing manager and complies with 12 USC 214a - 214c,
215c, 1828(c), and 12 CFR 5.33(g)(3), as applicable.
The termination of national bank status is completed after the bank returns all
applicable OCC certificates, permits, and reports. At that time, the OCC
inactivates the bank as a national bank.

Specific Requirements
Expedited Liquidation in Acquisitions
The OCC permits an expedited liquidation when the acquiring depository
institution purchases all the assets and assumes all the liabilities, including
contingent liabilities, of a target national bank. The remaining shell national
bank may be dissolved immediately after the combination. However, if the
target national bank will retain any liabilities, it must follow the standard
liquidation procedures. In either case, the acquiring depository institution
must comply with the Bank Merger Act (12 USC 1828(c)).

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An expedited liquidation process is available in a P&A transaction, if:
C

The national bank has notified the appropriate licensing manager of its
plans at the same time that the application to be acquired by another
depository institution is filed with the other regulatory agency.

C

Two-thirds of the national bank’s shareholders have voted to liquidate.

C

The acquiring depository institution certifies to the OCC that it has
purchased all the assets and assumed all the liabilities, including
contingent liabilities, of the liquidating national bank.

C

The acquiring depository institution and the national bank in liquidation
have published notice that the bank will dissolve after the P&A
transaction. Joint names of all banks involved should be included in the
notice for the P&A required to be published under the Bank Merger Act
and 12 CFR 5.33, if appropriate. (See the GPP and ”Business
Combinations” booklets for instructions on public notices.)

Conversion from the National Banking System
A national bank may convert to a state bank or a federal savings association
without prior OCC approval. However, a converting national bank must
notify the OCC when it first requests approval from the appropriate
authorities to convert. At that time, the OCC will provide information about
how to terminate its national bank status (see Procedures—Standard).
Termination of national bank status occurs when the conversion is
consummated and after the appropriate licensing manager receives all
applicable OCC certificates, permits, and reports. The conversion may be
consummated after the bank completes the requirements of 12 USC 214a
and/or 12 CFR 5.24.

Merger or Consolidation with Non-National Bank Resulting
A national bank may merge into or consolidate with another non-national
depository institution without prior OCC approval. However, the merging or
consolidating national bank must notify the OCC when it first requests
approval from the appropriate authorities to merge or consolidate. At that
time, the OCC will provide it with information about how to terminate its
national bank status (see Procedures—Standard).
Termination of national bank status occurs when the merger or acquisition is
consummated and after the appropriate licensing manager receives all
applicable OCC certificates, permits, and reports. The merger or acquisition

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may be consummated after the bank completes the requirements of 12 USC
214a, 1828(c), and/or 12 CFR 5.33(g)(3).

Voluntary Liquidation Standard
A national bank that wishes to liquidate voluntarily does so in accordance
with the terms of 12 USC 181 and 182. The bank must notify each
shareholder of the meeting to consider a resolution for voluntary liquidation
in the manner provided in its Articles of Association. Shareholders owning
two-thirds of the bank’s stock must approve the liquidation. If a bank has
issued preferred stock, it should follow the provisions of the Articles of
Association for the required vote to place it in liquidation (12 USC 51b and
51b-1). Shares of capital stock held by any holding company affiliated with
the liquidating bank may be voted without obtaining permission from the
Board of Governors of the Federal Reserve System.
The OCC recommends that shareholders’ meetings be recessed, subject to
recall, when further shareholder participation is required.
Shareholders must appoint a liquidating agent or committee (jointly, ”agent”)
to conduct the liquidation. If a committee is appointed, a correspondent
should be named. A national or state bank that lacks fiduciary powers may
not act as liquidating agent. The board of directors supervises the bank’s
liquidation through the agent. The agent posts a bond in favor of the bank in
an amount that the bank’s board of directors deems adequate, after it
considers the nature and value of the assets to be liquidated. The chairman
of the board of directors, or a designee who is not the agent, holds the bond.
No additional bond is required, if the bank in liquidation is a wholly owned
subsidiary, and the liquidating committee is composed entirely of holding
company officers who are covered under a banker’s blanket bond.
Shareholders may remove the agent at any time and appoint one or more
other persons by a majority vote.
The resolutions adopted to liquidate voluntarily must specify the date and
hour on which the liquidation is to commence. The commencement date of
the liquidation cannot precede the date on which the resolutions are adopted
by the shareholders, even though the bank already may have discontinued
regular business and been absorbed by another institution.
Whenever a national bank exercising fiduciary powers is in voluntary
liquidation, the agent shall liquidate in accordance with 12 USC 92a(j) and
12 CFR 9.
Notice and Publication
After shareholders’ approval to liquidate, the bank must file a notice of
liquidation with the appropriate licensing manager and publish it daily for
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two months in a local newspaper. If only weekly publication is available, the
notice must be published for nine consecutive weeks. The notice must
announce that the bank is closing its affairs, and that creditors should present
their claims for payment. The first publication of the liquidation notice
should appear on or before the date the liquidation commences.
Reports
The liquidating bank must submit a report of the condition of its commercial,
trust, and other departments to the appropriate licensing manager as of the
date it begins voluntary liquidation. The bank also must continue to file its
quarterly call reports, until the liquidation is completed.
Annually, as of December 31, the agent must submit a ”Report of Progress of
Liquidation” to the appropriate licensing manager. This annual submission
continues until the liquidation is completed.
The bank’s liquidating agent must notify the licensing manager when the
liquidation is completed, returning to the OCC the charter certificate, and if
applicable, any branch authorizations or trust permit (or copies). The agent
also must certify that all OCC reports of examination were destroyed.
Additionally, the agent must report annually to the shareholders at their
annual meeting, until the liquidation is completed.
Examination and Field Investigation
The OCC may perform examinations or field investigations, until the claims
of all creditors have been satisfied and the liquidation process is completed.
The bank is responsible for the cost of any examination under 12 CFR 5.7
and 8.6.
The OCC imposes assessments on a national bank until the voluntary
liquidation is completed.

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Termination of
National Bank Status

Documents

Initial Notice Voluntary Liquidation
Date
Licensing Manager, District
Comptroller of the Currency
Address
City, State, ZIP Code
Re: Notice to Terminate National Bank Status, (Bank Charter Number)
Dear Licensing Manager:
[Preliminary Notice of Intent]
(Name of bank) is considering termination of its status as a national bank
through voluntary liquidation. Once the shareholders have voted to liquidate
voluntarily (bank), and the liquidation plan is definite, we will notify the OCC
in accordance with 12 CFR 5.48, publish public notice, and proceed to
liquidate in accordance with 12 USC 181 and 182.
[Notice of Liquidation]
On (date), the shareholders of (name of bank) voted to liquidate voluntarily
and close its affairs, and dissolve its national bank charter. We have
enclosed a copy of the bank’s public notice of liquidation made pursuant to
12 USC 182.
We are proceeding to complete the affairs of the bank in accordance with the
provisions of 12 USC 181 to be effective on or about (date).
If you have questions, please contact (name, address, city, state, and ZIP
Code) at (telephone).
Sincerely,
)Signature)

President or Cashier
[SEAL]

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Public Notice of Voluntary Liquidation
Public Notice
Notice is hereby given that notification has been made to the Comptroller of
the Currency, (district office address), to voluntarily liquidate
(exact corporate name of bank )
located at (complete street address, including city/town, county, state)

.

The bank is closing its affairs. Creditors should present their claims against
the bank for payment by mail to (mailing address) or in person to (street
address).
Liquidation will commence on (date).
A copy of the resolution for voluntary liquidation may be inspected at the
bank at (street address) during regular business hours.
This notice is published pursuant to 12 USC 182.

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Shareholders’ Resolution
Resolution to Voluntarily Liquidate
The shareholders of (name of bank), charter (number), located at (street
address), met on (date of shareholders’ meeting), having received (number)
days notice of the proposed business and
RESOLVED, that (name of bank) be placed in voluntary liquidation, under the
provisions of 12 USC 181 and 182, to take effect on (planned effective date)
at (time AM/PM); and,
RESOLVED, that the following person(s) is/are appointed to serve as
liquidating (agent/committee) of the bank. The liquidating
(agent/committee’s) bond shall be posted in the amount of $(amount) as set
by the board of directors pursuant to 12 USC 181.
Name
1.

Business Address/Telephone Number

(The first name listed is the agent/correspondent for the liquidating
committee.)

2.
3.
4.
5.
6.
7.
8.
[For Purchase of Assets and Assumption of Liabilities, Add:]
FURTHER RESOLVED, that the terms and conditions of a purchase and
assumption agreement, dated (date of board of directors’ agreement), entered
into between this bank and (name of purchasing institution), as authorized by
the boards of directors of the respective banks, providing for the sale of assets
of this bank to and the assumption of its deposit liabilities by the purchasing
bank be and are hereby ratified and approved.
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[For All Liquidations:]
The foregoing resolutions were adopted by the following vote, representing at
least two-thirds of the capital stock of the bank, with no officer or employee
having acted as proxy, and no director having voted his/her own shares via
proxy.
Number of shares voted in favor of the resolutions
Number of shares voted against the resolutions
Number of shares of capital stock outstanding
The following persons are elected to the board of directors:
Because of the directors’ responsibilities under the statutes, a full board of
not less than five members must be qualified at all times until the
liquidation has been completed.
Name

Business Address/Telephone Number

1.
2.
3.
4.
5.
6.
7.
8.
The proposed voluntary liquidation will be published daily for eight weeks
(weekly for nine weeks if daily publication is not available), beginning (date)
in (name of newspaper), circulated in (location of bank’s main office or
nearest community if no newspaper is circulated in place of main office).

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I hereby certify that the foregoing is an accurate report of the vote and of the
resolutions adopted at a meeting of the bank shareholders on this date.

(President or Cashier)

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Date

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Report of Condition at Commencement of Liquidation
Name of liquidating bank
Charter number

Located at

(city, county, state)

The business of which was acquired by
Liquidation effective on

(purchasing bank, if applicable)
(date of liquidation)

I, the undersigned, being (the liquidating agent/correspondent for the
liquidating committee), certify the attached report of assets and liabilities (or
call report) to be a true statement, to the best of my knowledge and belief.
(Liquidating Agent)

(Correspondent for Committee)
(Committee Member)
(Committee Member)
(Committee Member)

(Date Signed)

(Committee Member)

[A majority of the liquidating committee must sign this document.]

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Report of Progress of Liquidation
Name of bank
City/State, ZIP Code

Charter number

Since the (original/last reported) appointment of the liquidating
agent/committee, the shareholders have made the following changes (if
applicable):
Name and Address of Appointed

Appointed to Succeed

Amount of agent/committee members’ fee $

Date

.

All creditor claims, including all additional claims asserted during the period
of advertisement for claims, (have/have not) been fully paid or assumed by an
operating bank.
List the classes and show the amounts of the liabilities outstanding.
Class of Outstanding Liabilities

$
$
$
$
$

Amount

TOTAL $
Aggregate book value of assets originally received by agent
or committee of liquidation

$

Amount of cash originally received by agent or committee

$

TOTAL

$

The remaining unliquidated assets have present book values of $
Amount of cash on hand
$
TOTAL

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$

Termination of National Bank Status

The following distributions to shareholders have been declared:
Date Declared

Amount of Distribution

% of Distribution

1st
2nd
3rd
4th
5th
If the bank had a trust department, show the disposition since liquidation.
Number of fiduciary accounts as of effective date of liquidation:
Number of fiduciary accounts closed, transferred, or otherwise
disposed of since effective date of liquidation:
Briefly summarize the progress of the liquidation during the past reporting
year. Explain what plans are in progress for completing the liquidation and
state whether further distributions will be made to shareholders.
This report of progress of liquidation and any attachments/schedules are as of
(date)
and certified to be correct to the best of my knowledge and
belief.
(Liquidating Agent)

(Correspondent for Committee)
(Committee Member)
(Committee Member)

(Date Signed)

(Committee Member)

[If there is a liquidating committee, every member should sign.]

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Expedited Liquidation Notice
Date
Licensing Manager, District
Comptroller of the Currency
Address
City, State, ZIP Code
Re:

Liquidation Involving a Purchase and Assumption (P&A)

Dear Licensing Manager:
The (name of bank), charter number ( ), located in (city and state), will enter
into a P&A with (name of acquiring institution). An application for the
acquisition is being submitted on this date to the (acquiring institution’s
regulator).
Pursuant to 12 CFR 5.48, we are notifying the OCC that (bank) is
surrendering its national bank charter and has dissolved upon consummation
of the P&A agreement with (acquiring institution). We certify to the
following:
G

The shareholders owning two-thirds of the outstanding stock have
voted to liquidate.

G

(Name of acquiring depository institution) has purchased all of (target
bank’s) assets and assumed all liabilities, including contingent
liabilities.

G

(Name of acquiring depository institution) and the national bank in
liquidation have published notice that the bank would dissolve after the
P&A by the acquirer. This is included in the notice and publication for
the P&A required under the Bank Merger Act, 12 USC 1828(c).

G

(Name of acquiring depository institution) is at least adequately
capitalized.

G

All OCC reports of examination, and any related correspondence, have
been shredded or returned.

G

Enclosed are:

Comptroller’s Corporate Manual

G Charter certificate.
G Branch authorization(s).
G Trust permit.

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Termination of National Bank Status

If you have any further questions, please contact (name, address, city, state,
ZIP Code) at (telephone number).
Sincerely,
)Signature)

Name and Title
Enclosures

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Conversion Notice
Date
Licensing Manager, District
Comptroller of the Currency
Address
City, State, ZIP Code
Re:

Termination Involving a Conversion

Dear Licensing Manager:
The (name of bank) will become (name of state bank or federal savings
association), a (state-chartered bank or federal savings association), on (date).
As secretary of (name of national bank), located in (city and state), I certify
that the provisions of all applicable laws and regulations have been satisfied,
and the following have been completed:
G

A majority of the entire board of directors voted on (date) to approve
the plan to convert to a (state bank or federal savings association).

G

Publication requirements for the shareholders’ meeting were met.

G

Shareholders of at least two-thirds of the outstanding voting stock,
voted on (date) to approve the plan to convert to a (state bank or federal
savings association).

G

Dissenting shareholders were notified of their rights under 12 USC
214a. [or ”There were no dissenting shareholders.”]

G

The (appropriate regulatory agency) approved the conversion, which
was/will be effective on (date). The new title is (name). The total assets
of the bank at this time will be $ (in thousands).

G

All OCC reports of examination, and any related correspondence, have
been shredded or returned.

G

Enclosed are:

Comptroller’s Corporate Manual

G Charter certificate.
G Branch authorization(s).
G Trust permit.

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Termination of National Bank Status

If you have questions, please contact (name, address, city, state, ZIP Code) at
(telephone).
Sincerely,
)Signature)

President or Cashier
[SEAL]
Enclosures

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Merger or Consolidation Notice
Date
Licensing Manager, District
Comptroller of the Currency
Address
City, State, ZIP Code
Re:

Termination Involving a Merger or Consolidation In Which the
Resulting Bank Is a Non-national Bank

Dear Licensing Manager:
The (name of bank) will (merge or consolidate) with/into (name of state bank
or federal saving association), a (state-chartered bank or federal savings
association), on (date). As secretary of (name of national bank), located in
(city and state), I certify that the provisions of 12 USC 214a, 214c, 215(c) or
1828(c) or 12 CFR 5.33(g) have been satisfied, and the following have been
completed:
G

A majority of the entire board of directors voted on (date) the plan to
merge or consolidate with/into a (state bank or federal savings
association).

G

Publication requirements for the shareholders’ meeting were met.

G

Shareholders of at least two-thirds of the outstanding voting stock,
voted on (date) to approve the plan to merge or consolidate with/into a
(state bank or federal savings association).

G

Dissenting shareholders were notified of their rights under 12 USC
214a or 12 CFR 5.33(g). [or ”There were no dissenting shareholders.”]

G

The (appropriate regulatory agency) approved the merger or
consolidation, which was/will be effective on (date). The new title is
(name). The total assets of the bank at this time will be $ (in
thousands).

G

All OCC reports of examination, and any related correspondence, have
been shredded or returned.

G

Enclosed are:

Comptroller’s Corporate Manual

G Charter certificate.
G Branch authorization(s).
G Trust permit.

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Termination of National Bank Status

If you have questions, please contact (name, address, city, state, ZIP Code) at
(telephone).
Sincerely,
)Signature)

President or Cashier
[SEAL]
Enclosures

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Voluntary Liquidation Notice
Date
Licensing Manager, District
Comptroller of the Currency
Address
City, State, ZIP Code
Re:

Notice to Terminate National Bank Status

Dear Licensing Manager:
The shareholders of (name of bank) voted to liquidate the bank voluntarily
effective (date). We have enclosed copies of the shareholders’ resolution to
liquidate and the public notice in accordance with 12 USC 181 and 182.
The liquidating agent is (name(s); business address(es); telephone number(s)).
(If a liquidating committee is appointed) The correspondent for the
liquidating committee is (name, business address, and telephone number).
The amount fixed for the bond to be posted by the (agent/committee) is
$_______.
If you have questions, please contact (name, address, city, state, and ZIP
code) at (telephone).
Sincerely,
)Signature)

President or Cashier
[SEAL]
Enclosure
cc: Official File

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Termination of
National Bank Status

Procedures—Expedited

[These procedures may be used only when a national bank intends to
terminate its national bank status in connection with a whole bank purchase
and assumption by another depository institution.]

Inquiry
Licensing Staff
1. Refers a bank that requests instructions about an expedited liquidation in
connection with an acquisition by another depository institution to the
GPP and ”Business Combinations” booklets and this booklet of the
Comptroller’s Corporate Manual.

Notification
Bank
2. Notifies the appropriate licensing manager of the national bank’s intent to
terminate its status at the same time the other depository institution files
its application with the appropriate regulatory agency.

Review
Licensing Staff
3. (If appropriate) Acknowledges receipt of the bank’s notice to terminate its
status as a national bank within five business days of receipt.
4. Enters appropriate information into the Corporate Activities Information
System (CAIS).
5. Establishes the official file to maintain all original documents.
6. Notifies the appropriate supervisory agency of any special supervisory
concerns about the terminating national bank.
7. Monitors the bank’s completion of termination requirements.

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Termination
Bank
8. Liquidates immediately upon sending the OCC:
G A certification that two-thirds of its shareholders have voted to
liquidate.
G The acquiring depository institution’s certification that it has purchased
all the assets and assumed all the liabilities, including contingent
liabilities, of the national bank in liquidation.
G A statement that the acquiring depository institution and the national
bank in liquidation have published notice stating that the target bank
will dissolve after the P&A by the acquirer.
G The target bank’s national bank charter (or copy) and, if applicable,
branch authorizations and trust permit (or copies), as well as
certification that all reports of examination, and any related
correspondence, have been destroyed or returned to the OCC.

Close Out
Licensing Staff
9. Reviews the certifications and the file for completeness and forwards the
file to Central Records (CR).
10. Makes appropriate CAIS entries, including the effective date of the
consummation.

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Termination of
National Bank Status

Procedures—Standard

[These procedures are used when a national bank intends to terminate its
national bank status in connection with one of the following:
C A conversion to, merger with, or consolidation into a non-national
depository institution.
C A voluntary liquidation not associated with a P&A transaction.
C A P&A and associated voluntary liquidation transaction in which
liabilities remain in the target national bank.]

Inquiry
Licensing Staff
1. Refers a bank that requests instructions about termination of national
bank status to the GPP booklet and this booklet of the Comptroller’s
Corporate Manual. If a P&A is involved, also refers the bank to the
”Business Combinations” booklet.
[Steps 2 through 6 apply to a voluntary liquidation. If termination will
result solely from conversion or merger into another depository
institution not supervised by the OCC, skip to step 7.]

Bank
2. Publishes notice of the time, place, and purpose of the shareholders’
meeting called to consider liquidating voluntarily the national bank and
provides appropriate proxy material to the shareholders.

Shareholders
3. Approve the resolution to liquidate the bank voluntarily. The resolution
adopted must specify the date and hour on which the liquidation will
commence. Shareholders owning two-thirds of the stock of the bank are
required to approve the liquidation.
4. Designate one or more persons to act as liquidating agent or committee.
If a committee is designated, a correspondent for the committee should
be named.

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Termination of National Bank Status

Filing the Notice
Bank
5. Sends notice of voluntary liquidation, certified under the bank’s seal by
the president or cashier (or secretary, if pursuant to 12 CFR 7.2015) to
the Licensing staff (see the Voluntary Liquidation Notice).

Public Notice
6. Publishes the notice of liquidation.

Review
Licensing Staff
7. (If appropriate) Acknowledges receipt of the notice to terminate status as
a national bank.
8. Enters appropriate information into the Corporate Activities Information
System (CAIS).
9. Establishes the official file to maintain all original documents.
10. Notifies the supervisory office of the bank’s actions to terminate status as
a national bank.
[Steps 11 through 17 apply to a voluntary liquidation. If termination will
result solely from conversion or merger into another depository
institution not supervised by the OCC, skip to step 18.]

Liquidation Process
Liquidating Agent/Committee
11. Sends the Licensing staff a report of condition as of the commencement
date of the liquidation.
12. Posts a bond in favor of the bank in the amount set by the board of
directors.
13. Cancels the bank’s Federal Reserve Bank stock by filing Form FR 86 with
the appropriate Federal Reserve Bank within three months from the date
of the shareholders’ approval of the voluntary liquidation.

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14. Carries out the liquidation process.
15. Submits a Report of Progress of Liquidation to the licensing manager as
of December 31 each year, until the liquidation is completed.
16. Reports to shareholders the progress of liquidation at the annual
shareholders’ meeting.
17. Upon completion of the liquidation process, submits Final Report of
Liquidation.
18. Returns the national bank’s charter certificate (or copy), and, if
applicable, any branch authorizations and trust permit (or copies).
Additionally, all OCC reports of examination, and any related
correspondence, must be shredded or returned.

Licensing Staff
19. Monitors bank’s completion of voluntary liquidation or termination
requirements, and:
G Reviews the proposed liquidation to ensure that shareholders’ rights
have been provided for adequately.
G Reviews compliance with applicable statutes, including 12 USC 181
and 182, and 12 CFR 5.48.
20. Notifies the supervisory office when the Report of Progress of
Liquidation and Final Report of Liquidation are received.
21. Makes appropriate CAIS entries.
22. When all termination requirements have been met, sends
acknowledgment letter to the bank accepting termination of its status as
a national bank as of the effective date of the Final Report of Liquidation.

Close Out
23. Reviews the file for completeness and forwards it to Central Records.
24. Makes appropriate CAIS entries.

Comptroller’s Corporate Manual

27

Termination of National Bank Status

Termination of
National Bank Status

References

Conversion Transaction
Laws
Regulation

12 USC 214a-214c, 1828(c)
12 CFR 5.33

Examination
Law
Regulation

12 USC 181
12 CFR 7.4000

Fiduciary Powers
Law
Regulation

12 USC 92a(j)
12 CFR 9

Merger or Consolidation Resulting
in Federal Savings Association
Law
Regulation

12 USC 215(c)
12 CFR 5.33(g)

Preferred Stock Dividends,
Voting and Retirement
Laws

12 USC 51b, 51b-1

Proxy Votes, Directors’ Proxies
Law
Regulations

12 USC 61
12 CFR 7.2002, 7.2009

Reports of Liquidation
Laws

12 USC 161, 181

Requirements and Procedures for
Liquidation
Laws
Regulation

12 USC 181, 182
12 CFR 5.48

Shareholders’ Voting Rights
Law

12 USC 61

State Banks as Members
Law

12 USC 321

Termination of Insurance
Law

12 USC 1818(a)

Comptroller’s Corporate Manual

29

Termination of National Bank Status

Termination of National Bank
Status
Laws
Regulation

Termination of National Bank Status

12 USC 214a-214c
12 CFR 5.33

30

Comptroller’s Corporate Manual