FR2082_20220410_omb

FR2082_20220410_omb.pdf

Registration of a Securities Holding Company

OMB: 7100-0347

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Supporting Statement for the
Registration of a Securities Holding Company
(FR 2082; OMB No. 7100-0347)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years,
without revision, the Registration of a Securities Holding Company (FR 2082; OMB No.
7100-0347). The FR 2082 registration form is used whenever a securities holding company
(SHC) elects to register to become subject to supervision by the Board pursuant to section 618 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).1
The estimated total annual burden for the FR 2082 is 8 hours. The form and instructions
are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportforms/default.aspx.
Background and Justification
As defined in the Dodd-Frank Act, an SHC is a nonbank company that owns at least one
registered securities broker or dealer and meets certain other criteria.2 Pursuant to section 618 of
the Dodd-Frank Act, an SHC that is required by a foreign regulator or a provision of foreign law
to be subject to comprehensive consolidated supervision may register to be supervised by the
Board, thereby becoming a supervised SHC.
Under section 618 of the Dodd-Frank Act, an SHC that elects to register to become a
supervised SHC must submit a registration form that includes such information and documents
the Board, by regulation, deems necessary or appropriate. In 2012, the Board promulgated
Regulation OO - Securities Holding Companies (12 CFR Part 241) to implement section 618 of
the Dodd-Frank Act,3 and implemented the FR 2082 as the required form for registration to
become a supervised SHC.
Description of Information Collection
Section 241.3(a)(1) of Regulation OO requires an SHC that elects to register to become a
supervised SHC to file the appropriate registration form with the responsible Federal Reserve
Bank. The FR 2082 requests the following from the registering SHC: an organization chart
(including all subsidiaries); information regarding certain of the SHC’s subsidiaries; shareholder
reports and financial statements; information regarding the SHC’s shareholders, senior officers
and directors; information regarding the methods used by the SHC to monitor and control its
operations; information regarding the SHC’s foreign subsidiaries that are subject to
comprehensive consolidated supervision and the regulatory system in which these foreign
subsidiaries operate; and information regarding any other regulatory capital framework to which
1

See Dodd-Frank Act, Public Law 111-203, 124 STAT. 1376 (2010).
See 12 U.S.C. § 1850a(a)(4).
3
See 77 FR 32881 (June 4, 2012).
2

the SHC is subject. The information collected by the FR 2082 registration form is used by the
Federal Reserve System to determine whether the registrant meets the requirements to become a
supervised SHC and to complete the registration. This information is not available from an y
other sources.
Respondent Panel
The FR 2082 panel comprises certain nonbank companies that own at least one registered
securities broker or dealer and which elect to become a supervised SHC. 4
Time Schedule for Information Collection
This information collection is event-generated. The FR 2082 form is filed on a one-time
basis when an SHC elects to register as a supervised SHC. The registration becomes effective 45
calendar days after the date the Board receives all required information, or within such shorter
period if the Board notifies the SHC in writing.
Public Availability of Data
The Board does not routinely publicly release information collected through the FR 2082.
Legal Status
The FR 2082 is authorized by section 618(b)(2)(A) of the Dodd-Frank Act, which
requires companies that elect SHC status to register by filing with the Board such information
and documents as the Board, by regulation, may prescribe (12 U.S.C. § 1850a(b)(2)(A)).
Submission of the FR 2082 is required to obtain a benefit.
The information provided on the FR 2082 form and in connection with an SHC’s
registration is generally considered public. Firms may request certain information provided in
connection with the FR 2082 be kept confidential under the Freedom of Information Act (FOIA)
in accordance with the Board’s Rules Regarding Availability of Information. 5 Confidential
commercial or financial information that is both customarily and actually treated as private may
be kept confidential under FOIA exemption 4 (12 U.S.C. § 552(b)(4)). Personal and biographical
information of individuals required as part of the registration may be treated as confidential
under FOIA exemption 6 if its disclosure “would constitute a clearly unwarranted invasion of
personal privacy” (12 U.S.C. § 552(b)(6)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.

4
5

See 12 CFR 241.2(a)(2) for a list of the types of companies that are not considered SHCs.
12 CFR 261.17.

2

Public Comments
On September 1, 2021, the Board published an initial notice in the Federal Register (86
FR 49029) requesting public comment for 60 days on the extension, without revision, of the
FR 2082. The comment period for this notice expired on November 1, 2021. The Board did not
receive any comments. The Board adopted the extension, without revision, of the FR 2082 as
originally proposed. On December 10, 2021, the Board published a final notice in the Federal
Register (86 FR 70497).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR 2082 is 8
hours. In the past three years, the Board has received few FR 2082 filings. Because most SHCs
have already registered as supervised SHCs, have become bank holding companies, or are no
longer operating, the Board expects that few, if any, SHCs will file the FR 2082 in the next three
years.6 In order to capture the burden associated with potential new SHCs that may elect to
register as supervised SHCs, the Board estimates that one SHC will file the FR 2082 registration
form each year. These reporting requirements represent less than 1 percent of the Board’s total
paperwork burden.

FR 2082
Section 241.3(a)(1)

Estimated
Estimated
Estimated
Annual
number of
average hours annual burden
frequency
respondents7
per response
hours
1

1

8

8

The estimated total annual cost to the public for the FR 2082 is $484.8
Sensitive Questions
These collections of information contain no questions of a sensitive nature, as defined by
OMB guidelines.

6

As discussed above, the Dodd-Frank Act requires that the Board permit SHCs to register as supervised SHCs.
Therefore, the Board is required to maintain a collection of information relating to SHC registration, even if no
SHCs are expected to register.
7
Of these respondents, none are considered small entities as defined by the Small Business Administration (i.e.,
entities with less than $600 million in total assets), https://www.sba.gov/document/support--table-size-standards.
8
Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $21, 45% Financial Managers at
$74, 15% Lawyers at $71, and 10% Chief Executives at $102). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor and Statistics (BLS), Occupational Employment and
Wages, May 2021, published March 31, 2022, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are
defined using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

3

Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System for collecting and processing this
report is negligible.

4


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