Formation – One or More Banks or BHCs  (Section 3(a)(1))

The formation of a BHC resulting from the purchase of one or more banks or BHCs.

Sections 225.11-225.13 and 225.15-225.16 of Regulation Y

Local newspapers

The Federal Reserve also will publish a notice in the Federal Register

Form FR Y-3 – Application for Prior Approval to Become a BHC, or for a BHC to Acquire an Additional Bank or BHC

Form FR 2081c – Interagency Biographical and Financial Report

Reserve Bank processed filings – 30 calendar days after receipt or 5 business days after the end of the last comment period

Board processed filings – 60 calendar days after receipt unless applicant is otherwise notified

Formation – Corporate Reorganization

(Section 3(a)(1))

The formation of a one-bank holding company resulting from a reorganization from individual shareholder to corporate (or other entity) ownership. 

Section 225.17 of Regulation Y

None required

Form FR Y-3N – Notification for Prior Approval to Become a BHC, or for a BHC to Acquire an Additional BHC

30 days after receipt of a complete filing by the Federal Reserve unless applicant is otherwise notified

Expansion

(Section 3(a)(3) / 3(a)(5) 

The acquisition of additional banks and/or BHCs by an existing BHC that is well capitalized and well managed.

Sections 225.11-225.14 and 225.16 of Regulation Y. 

Local newspapers

The Federal Reserve also will publish a notice in the Federal Register 

Form FR Y-3– Application for Prior Approval to Become a BHC, or for a BHC to Acquire an Additional Bank or BHC

Five (5) business days after the end of the last comment period

If an institution does not meet the above processing requirements (Section 225.14(c)), the application will be processed as follows:

Reserve Bank processed filings – 30 calendar days after receipt or 5 business days after the end of the latest comment period

Board processed filings – 60 days after receipt unless applicant is otherwise notified

Change in Control

A change in control in which any person(s) proposes to own, control, or hold with power to vote 25 percent of more (10% in some cases) of any class of voting stock, or become the largest shareholder of a BHC.

Sections 225.41-225.44 of Regulation Y 

Local newspapers

The Federal Reserve also will publish a notice in the Federal Register  

Form FR 2081a – Interagency Notice of Change in Bank Control

Form FR 2081c – Interagency Biographical and Financial Report 

60 calendar days after receipt or 5 business days after the end of the latest comment period

Stock Redemptions

A BHC seeking to make stock redemptions which, when aggregated over a 12-month period, exceed 10% of the BHC’s consolidated net worth.

Section 225.4(b) of Regulation Y 

None required

A letter that includes the information requested in Section 225.4(b)(2) of Regulation Y.

Reserve Bank processed filings – 15 calendar days after receipt

Board processed filings – 30 calendar days after receipt
  

Financial Holding Company

A BHC seeking to become a Financial Holding Company (FHC).

Section 225.82 of Regulation Y 

None required

A letter that includes:

1. the BHC’s election to become a FHC;

2. name/address of the BHC and each depository institution (DI) controlled by the BHC;

3. certification that all DI’s controlled by the BHC are well capitalized as of the date the BHC files its election;

4. capital ratios for all relevant capital measures as of the close of the previous quarter for each DI controlled by the BHC on the date it files its election; and

5. certification that all DI’s controlled by the BHC are well managed as of the date the company files its election.
  

30 days after the notice is received by the Federal Reserve unless applicant is otherwise notified

Waiver Requests

A BHC may request a waiver from filings associated with mergers and acquisitions, if the transaction is being reviewed by the BHC’s primary regulator (i.e., FDIC, OCC)

Section 225.12(d) of Regulation Y 

None required

A letter requesting the waiver, and a copy of the application pending with the BHC’s primary regulator.

10 calendar days after receipt

Qualified Family Partnership (QFP) Determination

A family partnership may request that the Federal Reserve make a determination whether it is a qualified family partnership under the BHC Act.

Section 2(o)(10) of the BHC Act

Section 225.14(c) of Regulation Y.

None required

A written request:

1. demonstrating how the partnership meets the criteria for status as a QFP;
2. a list of its existing activities and investments;

3. a copy of the partnership agreement;

4. a list of all partners;

5. a copy of the trust document for each partner that is a trust (if applicable);

6. a recent financial statement; and

7. the commitments as contained in Section 2(o)(10)(G).

60 days after a complete request is received by the Federal Reserve

Non-Banking Activities (Expedited Prior Notice)

A BHC proposing to engage in permissible non-banking activities (Section 225.28) that have been approved by Board Order or regulation, either de novo or through the acquisition of an existing company, must provide prior notice to the Federal Reserve. This procedure is not available for proposals that involve the acquisition of a thrift institution or other insured depository institution such as a trust company or credit card bank.

Sections 225.21-225.28 of Regulation Y

None required

Form FR Y-4 – Notification for Prior Approval to Engage Directly/Indirectly in Certain Non-banking Activities

12 business days after a complete notice is received by the Federal Reserve

Non-Banking Activities (Post Notice)

An existing BHC that meets qualifying criteria (Section 225.22(a)) may engage de novo in permissible non-banking activities listed in Section 225.28 of Regulation Y without seeking prior approval of the Federal Reserve. This procedure is not available for chartering a savings association or other non-bank insured depository institution, or engaging de novo in a non-banking activity via a joint venture.

Sections 225.21-225.28 of Regulation Y

None required

A letter that includes:

1. a full description of the activity;

2. the identity of the company(s) engaged in the activity;

3. certifying that the activity will be conducted in accordance with the Board’s orders and regulations; and

4. certifying that Filer meets all of the criteria applicable for a post-commencement notice

Form FR Y-10 –Report of Changes in Organizational Structure  

Not applicable

Letter must be provided within 10 business days following start of such de novo activity.

Non-Banking Activities

Thrift Acquisition

The acquisition of a savings association or other non-bank insured depository institutions such as trust companies and credit card banks that do not meet the definition of "bank" under the BHC Act.

Section 225.24 and Sections 225.11-225.15 of Regulation Y

Local newspapers

The Federal Reserve will publish a notice in the Federal Register.

Form FR Y-4 – Notification for Prior Approval to Engage Directly/Indirectly in Certain Non-banking Activities

Five (5) business days after the end of the last comment period unless extended by the Board for an additional 5 business days

If an institution does not meet the requirements (Section 225.14(c)) for 5 day processing, the application will be processed as follows:

Reserve Bank processed filings – 30 calendar days after receipt or 5 business days after the end of the latest comment period

Board processed filings – 60 calendar days after receipt unless applicant is otherwise notified

Other Non-Banking Activities

A BHC requesting authority to engage in or to acquire a company that engages in non-banking activities, excluding thrift institutions.

Sections 225.21-225.28 of Regulation Y

The Federal Reserve will publish a notice in the Federal Register.

A letter that includes the information requested in Section 225.24(a)(1) and (2) of Regulation Y.

Reserve Bank processed filings – 30 calendar days after receipt or 5 business days after the end of the latest comment period

Board processed filings – 60 calendar days after receipt unless applicant is otherwise notified
 

Commitment Relief Request

Request for relief from commitments that were part of the original filing or an extension of time to fulfill certain commitments that were part of an original filing.

None required

A letter that details the request for relief, and the factors that support such action.

Reserve Bank processed filings – 30 days following receipt of all relevant information.

Board processed filings – 60 days following receipt of all relevant information unless applicant is otherwise notified

Change in Directors/Officers

(FIRREA)

Certain BHCs must provide prior notice to the Federal Reserve before adding or replacing a director or a senior executive officer, or substantially changing the responsibilities of any senior executive officer. An institution may request a waiver of the prior notice requirement if the individual's services are needed immediately.

Sections 225.71-225.73 of Regulation Y

None required

Form FR 2081b – Interagency Notice of Change in Director or Senior Executive Officer

Form FR 2081c – Interagency Biographical and Financial Report

30 days after the notice is received by the Federal Reserve unless applicant is otherwise notified