Other Domestic - Financial Holding Company Election

Section 1843(L) of 12 U.S.C.; Sections 225.82 and 225.91-92 of Regulation Y

Who may file?

A bank holding company (BHC) and a foreign bank that operates a branch, agency, or commercial lending company in the United States, or a company of which the foreign bank is a subsidiary (FBO), may file a written declaration with the appropriate Federal Reserve Bank to become a Financial Holding Company (FHC).

Publication requirements

No publication is required for proposals associated with this filing.

Required information

A declaration, signed by an official or representative with authority to legally bind the BHC or FBO must be submitted.

Additional requirements for FBOs to qualify as FHCs

Refer to the following references for processing time frames and more specific requirements for an FBO to meet the well-capitalized and well-managed criteria: (a) Section 4(l) of the Bank Holding Company Act (12 U.S.C. § 1843(l)) and (b) Sections 225.81-82 and 225.90-91 of Regulation Y (12 CFR 225.81-82; 225.90-91).  Before filing an election to be treated as an FHC, it is recommended that an FBO file a request for review of its qualifications through the pre-clearance process in accordance with section 225.91(c).

Consultations with Reserve Bank

Filers in certain situations, such as an FHC election in the context of a merger or acquisition, or an FHC election by an FBO, should consult the relevant Reserve Bank prior to filing an FHC election in such situations.

Factors reviewed

The Federal Reserve considers the factors in sections 1843(l)(1) and (2) of 12 U.S.C.; sections 225.82 and 225.91-92 of Regulation Y (12 CFR 225.82 and 225.91-92). 

Processing time frames

A BHC's election to become an FHC is effective on the 31st calendar day after the date that a complete declaration is received by the responsible Federal Reserve Bank unless the Federal Reserve Bank or the Federal Reserve Board notifies the BHC before that time that the election is effective.  The processing clock will not commence until the Federal Reserve Bank has acknowledged receipt of a complete declaration.  Typically, the Federal Reserve will send a letter noting that the election is effective and outlining ongoing requirements, including filing requirements.

Consummation period

When an FHC declaration becomes effective, the BHC or FBO may engage in the expanded financial activities available to such companies.  If, however, the Board has timely notified a BHC or FBO that its declaration is ineffective, the BHC or FBO will not be considered an FHC and may not begin to engage in any expanded activities.