Mutual Holding Company - Second Step Mutual to Stock Conversion

12 C.F.R Parts 238 and 239 and Section 10(o) of the Home Owners’ Loan Act

Who must file?

A mutual holding company proposing to convert to stock form, with a corresponding formation of a new stock holding company, must apply to the Federal Reserve for approval pursuant to Subpart E of section 239 and section 238.11.

Publication requirements--newspaper/Federal Register

The applicant must publish a notice in the local newspaper(s) and the Federal Reserve will publish a notice in the Federal Register for proposals submitted under section 238.11.

Required information

For applications submitted under Subpart E of section 239 and section 238.11, provide the information required in forms FR MM-AC, FR MM-OC, FR MM-OF, FR MM-PS, and Form FR LL-10(e). Additionally, provide any required Interagency Biographical and Financial Reports (IBFR), FR 2081c. Filers are encouraged to submit IBFRs prior to the initial filing to allow for initiation of name checks and to provide fingerprints, when required. The Reserve Bank will provide instructions for completion of fingerprints.

Processing time frames

The Federal Reserve will normally act on applications filed pursuant to Subpart E of section 239 and section 238.11 within 30 calendar days after receipt or within 3 to 5 business days after the close of the public comment period (whichever is later) unless the Federal Reserve notifies the applicant that the period is being extended. Applications that require review or action by the Board will normally be acted upon within 60 days after receipt unless the Federal Reserve notifies the applicant that the period is being extended.

Factors reviewed

For second step conversions, the Federal Reserve will consider the factors under sections 239.55(g), 239.9, and 238.15.

Consummation period

Applications filed under sections 239.55, 239.9, and 238.11 may be consummated immediately. Authority to consummate expires three months from the date of disposition unless extended by the Federal Reserve.