 This
topic covers only securities issued by banks, bank
holding companies and savings associations
For
coverage of the securities-related activities engaged in
for others (for example, acting as a broker/dealer,
underwriter or investment advisor), refer to the topic
Securities Activities
In General
|
 Securities
Act Registration
- Securities issued by
individual banks and savings associations are exempt
from registration under the Securities Act
- Securities
offerings by national banks are regulated by the OCC, while those of savings
associations are regulated by the OTS. Securities issued by state
nonmember banks are governed by state law and regulated by the FDIC
- Although
exempt from registration under the Act, it should be noted that banks and saving
associations are not exempt from the Act's anti-fraud provisions
- Securities
of Bank Holding Companies are covered under the Act
Exchange
Act Reporting
- Banks and savings associations are subject to the
same registration and reporting requirements under the Exchange Act as any other
issuers except that the institution's primary
federal banking regulator is responsible for enforcing the registration and
reporting requirements of sections 12 and 13.
12 USC 78l(i)
It
is recommended that the reader interested in greater detail regarding this topic
consult LawyerLink's SEC website for greater detail including the application of
the SEC's Reg S-X (Article 9) to bank holding companies
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Regulations
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OCC
 12
CFR Part 11 Securities Exchange Act Disclosure Rules
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11.1
Authority and OMB control number
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11.2
Reporting requirements for registered national banks
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11.3
Filing requirements and inspection of documents
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11.4
Filing fees
12
CFR Part 16 Securities Offering Disclosure Rules
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16.1
Authority, purpose, and scope
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16.2
Definitions
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16.3
Registration statement and prospectus requirements
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16.4
Communications not deemed an offer
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16.5
Exemptions
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16.6
Sales of nonconvertible debt
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16.7
Nonpublic offerings
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16.8
Small issues
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16.15
Form and content
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16.16
Effectiveness
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16.17
Filing requirements and inspection of documents
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16.18
Use of prospectus
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16.19
Withdrawal or abandonment
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16.20
Compliance with requirements of the securities
laws
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16.30
Request for interpretive advice or no-objection
letter
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16.31
Escrow requirement
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16.32 Fraudulent transactions and unsafe and unsound
practices
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16.33
Filing fees
FRB
- Since bank holding companies' securities are
covered by the Securities Act, the FRB does not have securities
offering regulations similar to those of the OCC, OTS and
FDIC. It does, however, have Exchange Act reporting rules for the
securities of state member banks
- 12 CFR Part 208
Reg
H,
section 208.36 Reporting requirements for State member banks
subject to the Securities Exchange Act of 1934
FDIC
- regulations covering both registration and reporting are in the same CFR part
12
CFR Part 335 Securities of Non-member State Banks
- 335.101 Scope of part, authority and OMB control number
- 335.111 Forms and schedules
- 335.201 Securities exempted from registration
- 335.211 Registration and reporting
- 335.221 Forms for registration of securities and similar
matters
- 335.231 Certification, suspension of trading, and
removal
from listing by exchanges
- 335.241 Unlisted trading
- 335.251 Forms for notification of action taken by national
securities exchanges
- 335.261 Exemptions; terminations; and definitions
- 335.301 Reports of issuers of securities registered
pursuant to section 12
- 335.311 Forms for annual, quarterly, current, and other
reports of issuers
- 335.321 Maintenance of records and issuer's
representations in connection with required
reports
- 335.331 Acquisition statements and acquisitions of
securities by issuers
- 335.401 Solicitations of proxies
- 335.501 Tender offers
- 335.601 Requirements of section 16 of the Securities
Exchange Act of 1934
- 335.611 Initial statement of beneficial ownership of
securities (Form 3)
- 335.612 Statement of changes in beneficial ownership of
securities (Form 4)
- 335.613 Annual statement of beneficial ownership of
securities (Form 5)
- 335.701 Filing requirements, public reference, and
confidentiality
- 335.801 Inapplicable SEC regulations; FDIC substituted
regulations; additional information
- 335.901 Delegation of authority to the Director
DSC
and to the associate directors, regional directors
and deputy regional directors to act on matters
with respect to disclosure laws and regulations
OTS
- Reporting requirements in Part 563d, registration in
Part 563g
SEC_CODE_REF_0090001192884
12
CFR 563d Securities of Savings Associations
- 563d.1 Requirements under certain sections of the
Securities Exchange Act of 1934
- 563d.2 Mailing requirements for securities filings
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563d.3b-6 Liability for certain statements by savings
associations
- 563d.210 Form and content of financial statements
- 563d.801 Application of this subpart
- 563d.802 Description of business
12
CFR 563g Securities Offerings
- 563g.1 Definitions
- 563g.2 Offering circular requirement
- 563g.3 Exemptions
- 563g.4 Non-public offering
- 563g.5 Filing and signature requirements
- 563g.6 Effective date
- 563g.7 Form, content, and accounting
- 563g.8 Use of the offering circular
- 563g.9 Escrow requirement
- 563g.10 Unsafe or unsound practices
- 563g.11 Withdrawal or abandonment
- 563g.12 Securities sale report
- 563g.13 Public disclosure and confidential treatment
- 563g.14 Waiver
- 563g.15 Requests for interpretive advice or waiver
- 563g.16 Delayed or continuous offering and sale of
securities
- 563g.17 Sales of securities at an office of a savings
association
- 563g.18 Current and periodic reports
- 563g.19 Approval of the security
- 563g.20 Form for securities sale report
- 563g.21 Filing of copies of offering circulars in certain
exempt offerings
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563.81
Issuance of Subordinated Debt Securities and
Mandatorily Redeemable Preferred Stock
NCUA
Since credit unions are all mutual institutions, the
NCUA does not have any securities issuance regulations
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