(a) Filing requirement. A savings and loan holding company may elect
to be treated as a financial holding company by filing a written declaration
with the appropriate Reserve Bank. A declaration by a savings and
loan holding company is considered to be filed on the date that all
information required by paragraph (b) of this section is received
by the appropriate Reserve Bank.
(b) Contents of declaration. To be deemed complete,
a declaration must:
(1) State that the savings and loan holding
company elects to be treated as a financial holding company in order
to engage in financial holding company activities;
(2) Provide the name and head office address
of the savings and loan holding company and of each depository institution
controlled by the savings and loan holding company;
(3) Certify that the savings and loan holding
company and each depository institution controlled by the savings
and loan holding company is well capitalized as of the date the savings
and loan holding company submits its declaration;
(4) Certify that the savings and loan holding
company and each savings association controlled by the savings and
loan holding company is well managed as of the date the savings and
loan holding company submits its declaration;
(c) Effectiveness of election. An election by a savings and loan holding company to be treated
as a financial holding company shall not be effective if, during the
period provided in paragraph (d) of this section, the Board finds
that, as of the date the declaration was filed with the appropriate
Reserve Bank:
(1) Any insured depository institution
controlled by the savings and loan holding company (except an institution
excluded under paragraph (d) of this section) has not achieved at
least a rating of “satisfactory record of meeting community credit
needs” under the Community Reinvestment Act at the savings association’s
most recent examination; or
(2) Any depository institution controlled
by the bank holding company is not both well capitalized and well
managed.
(d) Consideration of the CRA performance of a recently acquired savings
association. Except as provided in paragraph (f) of this section,
a savings association will be excluded for purposes of the review
of the Community Reinvestment Act rating provisions of paragraph (c)(1)
of this section if:
(1) The savings and loan holding company
acquired the savings association during the 12-month period preceding
the filing of an election under paragraph (a) of this section;
(2) The savings and loan
holding company has submitted an affirmative plan to the appropriate
Federal banking agency for the savings association to take actions
necessary for the institution to achieve at least a rating of “satisfactory
record of meeting community credit needs” under the Community Reinvestment
Act at the next examination of the savings association; and
(3) The appropriate Federal
banking agency for the savings association has accepted the plan described
in paragraph (d)(2) of this section.
(e) Effective date of election.
(1) In general. An election filed by a savings and loan holding company under paragraph
(a) of this section is effective on the 31st calendar day after the
date that a complete declaration was filed with the appropriate Reserve
Bank, unless the Board notifies the savings and loan holding company
prior to that time that the election is ineffective.
(2) Earlier notification
that an election is effective. The Board or the appropriate Reserve
Bank may notify a savings and loan holding company that its election
to be treated as a financial holding company is effective prior to
the 31st day after the date that a complete declaration was filed
with the appropriate Reserve Bank. Such a notification must be in writing.
(3) Special effective date rules for the OTS transfer
date.
(i) Deadline
for filing declaration. For savings and loan holding companies
that meet the requirements of section 238.63 and that are engaged
in financial holding company activities pursuant to existing authority
as of July 21, 2011, an election under paragraph (a) must be filed
with the appropriate Reserve Bank by December 31, 2011. The election
must be accompanied by a description of the financial holding company
activities conducted by the savings and loan holding company.
(ii) Effective date of election. An election filed under paragraph
(e)(3)(i) of this section is effective on the 61st calendar day after
the date that a complete declaration was filed with the appropriate
Reserve Bank, unless the Board notifies the savings and loan holding
company prior to that time that the election is ineffective.
(iii) Earlier notification that an election is effective. The Board or the appropriate Reserve Bank may notify a savings and
loan holding company that its election under paragraph (e)(3)(i) of
this section to be treated as a financial holding company is effective
prior to the 61st day after the date that a complete declaration was
filed with the appropriate Reserve Bank. Such notification must be
in writing.
(iv) Filings by savings and loan holding companies
that do not meet requirements.
(A) For savings and loan holding
companies that are engaged in financial holding company activities
as of July 21, 2011 but do not meet the requirements of section 238.63,
a declaration must be filed with the appropriate Reserve Bank by December
31, 2011, specifying:
(1) The name and head office address of the savings and loan
holding company and of each depository institution controlled by the
savings and loan holding company;
(2) The financial holding company
activities that the savings and loan holding company is engaged in;
(3) The requirements
of section 238.63 that the savings and loan holding company does not
meet; and
(4) A
description of how the savings and loan holding company will achieve
compliance with section 238.63 prior to June 30, 2012.
(B) A savings and loan holding
company covered by this subparagraph will be subject to:
(1) The notice, remediation agreement,
divestiture, and any other requirements described in section 225.83
of this chapter; or
(2) The activities limitations and any other requirements described
in section 225.84 of this chapter, depending on which requirements
of section 238.63 the savings and loan holding company does not meet.
(f) Requests to be treated as a financial
holding company submitted as part of an application to become a savings
and loan holding company. A company that is not a savings and
loan holding company and has applied for the Board’s approval to become
a savings and loan holding company under section 10(e) of the HOLA
(12 U.S.C. 1467a(e)) may as part of that application submit a request
to be treated as a financial holding company. Such requests shall
be made and reviewed by the Board as described in section 225.82(f)
of this chapter.
(g) Board’s authority to exercise supervisory authority over a savings
and loan holding company treated as a financial holding company. An effective election to be treated as a financial holding company
does not in any way limit the Board’s statutory authority under the
HOLA, the Federal Deposit Insurance Act, or any other relevant Federal
statute to take appropriate action, including imposing supervisory
limitations, restrictions, or prohibitions on the activities and acquisitions
of a savings and loan holding company that has elected to be treated
as a financial holding company, or enforcing compliance with applicable
law.
