Bank Holding Company - Nonbank Activities

Sections 225.22, 225.23, and 225.24 of Regulation Y

Who must file?

An existing bank holding company proposing to engage in certain de novo activities may provide notice to the Federal Reserve after commencing the activity(ies) if the bank holding company and the proposal meet the criteria in section 225.22(a) of Regulation Y. A bank holding company proposing to engage – de novo, or through the acquisition of an existing company – in permissible nonbanking activities that the Board has permitted by order or regulation must provide prior notice to the Federal Reserve if the bank holding company and the proposal meet the criteria in section 225.23(c) of Regulation Y. For transactions that do not qualify for the post or expedited prior notice procedures, a bank holding company must file a notice for prior Federal Reserve approval under section 225.24 of Regulation Y.

Publication requirements - newspaper/Federal Register

No publication is required for proposals under sections 225.22 or 225.23.  The Federal Reserve will publish a notice in the Federal Register for proposals under section 225.24.

Required information

For notices submitted under sections 225.23 or 225.24, provide the information required in Form FR Y-4.  Note that a response should be provided for all report items.  Please enter “not applicable” or “N/A,” where appropriate.

For notices submitted under section 225.22, provide a letter with the information and certifications required by Section 225.22(a)(3) of Regulation Y.

Processing time frames

The notice period under section 225.23 expires 12 business days after a complete notice is received by the Federal Reserve.  The Federal Reserve normally acts on an application under section 225.24 within 30 calendar days after receipt unless the Federal Reserve notifies the applicant that the period is being extended.  Notices that require review or action by the Board are normally acted upon within 60 days after receipt unless the Federal Reserve notifies the applicant that the period is being extended.

Factors reviewed

For proposals to engage in or acquire a company to engage in a nonbanking activity, the Federal Reserve considers the factors in section 225.26 of Regulation Y.

Consummation period

Proposals to engage in nonbanking activities may be consummated immediately. Authority to consummate expires three months from the date of disposition unless extended by the Federal Reserve.

Notes:

1. A bank holding company must file a notice under section 225.24 of Regulation Y for proposals involving the acquisition or establishment of a thrift institution.
2. A bank holding company proposing to establish or acquire a thrift institution must also publish a notice in local newspapers under section 225.14.