Conversions

Summary

Multiple types of conversions are governed by federal law and regulations:

National bank into state-chartered, non-member bank FRB
State bank to national bank OCC
Federal savings association to national bank OCC
Mutual savings bank to stock savings bank FDIC
State-chartered mutual depository institution to federal mutual savings association OTS
State-chartered stock depository institution to federal stock savings association OTS
Insured credit unions to mutual savings banks NCUA
Federal credit union to state-chartered credit union NCUA
changes to a credit union's field of membership NCUA

See the "Conversions" booklet of the Comptroller's Licensing Manual for details of the procedure for non-national bank depository institutions to become national banks.

See the "Termination of National Bank Status" booklet of the Comptroller's Licensing Manual for details of the procedure for terminating national bank status on account of, for example, conversion to state bank status.

See "Conversion to a National or State Bank" in the OTS Applications Processing Handbook

OTS FAQs regarding Mutual to Stock conversions

Mutual Savings Associations and Conversions to Stock Form - Memorandum from OTS Office of Chief Counsel

Regulations by Agency

FRB

12 CFR Part 209 - Issue and Cancellation of Federal Reserve Bank Capital Stock Reg I

209.3 - FRB shares cancelled upon conversion of national bank into state nonmember bank

OCC

12 CFR Part 5 - Rules, Policies, and Procedures for Corporate Activities

5.24 Conversion

FDIC

12 CFR Part 303 Filing Procedures

Subpart A Rules of General Applicability

303.4 Conversions from mutual to stock form

Subpart M - Other Filings

303.247 Conversion with diminution of capital

Subpart I Mutual-to-Stock Conversions

303.160 Scope
303.161 Filing procedures
303.162 Waiver from compliance
303.163 Processing

OTS

12 CFR Part 543 Federal Mutual Savings Associations -
Incorporation, Organization, and
Conversion

543.8 Conversion of depository institution to Federal
mutual charter
543.9 Application for conversion to Federal mutual charter

12 CFR Part 552 Federal Stock Associations -
Incorporation, Organization, and
Conversion

552.2-6 Conversion from stock form depository institution
to Federal stock association
552.2-7 Conversion to National banking association or
State bank

12 CFR Part 563b Conversions From Mutual to Stock
Form - Frequently Asked Questions

563b.5 What does this part do?
563b.10 May I form a holding company as part of my
conversion?
563b.15 May I form a charitable organization as part of my
conversion?
563b.20 May I acquire another insured stock depository
institution as part of my conversion?
563b.25 What definitions apply to this part?
563b.100 What must I do before a conversion?
563b.105 What information must I include in my business
plan?
563b.110 Who must review my business plan?
563b.115 How will OTS review my business plan?
563b.120 May I discuss my plans to convert with others?
563b.125 Must my board of directors adopt a plan of
conversion?
563b.130 What must I include in my plan of conversion?
563b.135 How do I notify my members that my board of
directors approved a plan of conversion?
563b.140 May I amend my plan of conversion?
563b.150 What must I include in my application for
conversion?
563b.155 How do I file my application for conversion?
563b.160 May I keep portions of my application for
conversion confidential?
563b.165 How do I amend my application for conversion?
563b.180 How do I notify the public that I filed an
application for conversion?
563b.185 How may a person comment on my application
for conversion?
563b.200 What actions may OTS take on my application?
563b.205 May a court review OTS's final action on my
conversion?
563b.225 Must I submit the plan of conversion to my
members for approval?
563b.230 Who is eligible to vote?
563b.235 How must I notify my members of the meeting?
563b.240 What must I submit to OTS after the members'
meeting?
563b.250 Who must comply with these proxy solicitation
provisions?
563b.255 What must the form of proxy include?
563b.260 May I use previously executed proxies?
563b.265 How may I use proxies executed under this part?
563b.270 What must I include in my proxy statement?
563b.275 How do I file revised proxy materials?
563b.280 Must I mail a member's proxy solicitation
material?
563b.285 What solicitations are prohibited?
563b.290 What will OTS do if a solicitation violates these
prohibitions?
563b.295 Will OTS require me to re-solicit proxies?
563b.300 What must happen before OTS declares my
offering circular effective?
563b.305 When may I distribute the offering circular?
563b.310 When must I file a post-effective amendment to
the offering circular?
563b.320 Who has priority to purchase my conversion
shares?
563b.325 When may I offer to sell my conversion shares?
563b.330 How do I price my conversion shares?
563b.335 How do I sell my conversion shares?
563b.340 What sales practices are prohibited?
563b.345 How may a subscriber pay for my conversion
shares?
563b.350 Must I pay interest on payments for conversion
shares?
563b.355  What subscription rights must I give to each
              eligible account holder and each supplemental
              eligible account holder?
563b.360 Are my officers, directors, and their associates
eligible account holders?
563b.365 May other voting members purchase conversion
shares in the conversion?
563b.370 Does OTS limit the aggregate purchases by
officers, directors, and their associates?
563b.375 How do I allocate my conversion shares if my
shares are oversubscribed?
563b.380 May my employee stock ownership plan
purchase conversion shares?
563b.385 May I impose any purchase limitations?
563b.390 Must I provide a purchase preference to persons
in my local community?
563b.395  What other conditions apply when I offer
              conversion shares in a community offering, a
              public offering, or both?
563b.400 When must I complete the sale of my stock?
563b.405 How do I extend the offering period?
563b.420 When must I complete my conversion?
563b.425 Who may terminate the conversion?
563b.430 What happens to my old charter?
563b.435 What happens to my corporate existence after
conversion?
563b.440 What voting rights must I provide to
stockholders after the conversion?
563b.445 What must I provide my savings account holders?
563b.450 What is a liquidation account?
563b.455 What is the initial balance of the liquidation
account?
563b.460 How do I determine the initial balances of
liquidation sub-accounts?
563b.465 Do account holders retain any voting rights
based on their liquidation sub-accounts?
563b.470 Must I adjust liquidation sub-accounts?
563b.475 What is a liquidation?
563b.480 Does the liquidation account affect my net
worth?
563b.485 What provision must I include in my new federal
charter?
563b.500 May I implement a stock option plan or
management or employee stock benefit plan?
563b.505 May my directors, officers, and their associates
freely trade shares?
563b.510 May I repurchase shares after conversion?
563b.515 What information must I provide to OTS before I
repurchase my shares?
563b.520 May I declare or pay dividends after I convert?
563b.525 Who may acquire my shares after I convert?
563b.530 What other requirements apply after I convert?
563b.550 May I donate conversion shares or conversion
proceeds to a charitable organization?
563b.555 How do my members approve a charitable
contribution?
563b.560 How much may I contribute to a charitable
organization?
563b.565 What must the charitable organization include in
its organizational documents?
563b.570 How do I address conflicts of interest involving
my directors?
563b.575 What other requirements apply to charitable
organizations?
563b.600 What does this subpart do?
563b.605 How may I conduct a voluntary supervisory
conversion?
563b.610 Do my members have rights in a voluntary
supervisory conversion?
563b.625 When is a savings association eligible for a
voluntary supervisory conversion?
563b.630  When is a BIF-insured state-chartered savings
              bank eligible for a voluntary supervisory
              conversion?
563b.650 What must I include in my plan of voluntary
supervisory conversion?
563b.660 What must I include in my voluntary supervisory
conversion application?
563b.670 Will OTS approve my voluntary supervisory
conversion application?
563b.675 What conditions will OTS impose on an approval?
563b.680 How do I sell my shares?
563b.690 Who may not acquire additional shares after the
voluntary supervisory conversion?

NCUA

12 CFR Part 701 Organization and Operation of Federal
Credit Unions

701.1 Federal Credit Union Chartering, Field of Membership
Modifications and Conversions

12 CFR Part 708a Conversion of Insured Credit Unions to
Mutual Savings Banks

708a.1 Definitions
708a.2 Authority to convert
708a.3 Board of directors and membership approval.
708a.4 Voting procedures
708a.5 Notice to NCUA
708a.6 Certification of vote on conversion proposal
708a.7 NCUA oversight of methods and procedures of
membership vote
708a.8 Other regulatory oversight of methods and
procedures of membership vote
708a.9 Completion of conversion
708a.10 Limit on compensation of officials
708a.11 Voting guidelines

12 CFR Part 741 Requirements for Insurance

741.7 Conversion to a state chartered credit union
(insurance)

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