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OCC Bulletin 2020-12 | March 6, 2020

Licensing Amendments: Notice of Proposed Rulemaking


Chief Executive Officers of All National Banks, Federal Savings Associations, and Federal Branches and Agencies; Department and Division Heads; All Examining Personnel; and Other Interested Parties


The Office of the Comptroller of the Currency (OCC) is proposing to amend its rules relating to policies and procedures for corporate activities and transactions involving national banks and federal savings associations (FSA), codified at 12 CFR 5. Specifically, the proposal would update and clarify the policies and procedures, eliminate unnecessary requirements consistent with safety and soundness, and make other technical and conforming changes. The proposed rule has a 60-day comment period, ending on May 4, 2020.

Note for Community Banks

The amendments proposed by this notice of proposed rulemaking would apply to all national banks and federal savings associations, including community institutions.


This notice of proposed rulemaking would propose the following changes, among others:

  • Make the definition of "well managed" consistent for all filing types.
  • Eliminate the filing requirement for FSAs that adopt without change the OCC's model or optional bylaws.
  • Add numerous provisions to 12 CFR 5.33 permitting national banks and FSAs to elect to follow the procedures applicable to state banks or state savings associations, respectively, for certain business combinations.
  • For operating subsidiaries:
    • Permit an eligible operating subsidiary of a qualifying national bank or FSA to engage in an activity that is substantively the same as a previously approved bank or FSA activity, respectively, by filing a notice with the OCC (national banks) or an application through expedited review (FSAs).
    • Remove the annual national bank operating subsidiary reporting requirement.
  • For non-controlling investments by a national bank and pass-through investments by an FSA:
    • With prior OCC approval, permit investments in enterprises that have not agreed to OCC supervision.
    • Provide an expedited review procedure for these investments under certain conditions.
    • Expand the investments eligible for notice.
    • Permit investments without a filing in enterprises conducting activities limited to those previously reported by the national bank or FSA in a previous non-controlling investment or pass-through investment filing.
  • Provide procedures for granting and revoking citizenship and residency waivers for national bank directors.
  • Permit national banks to request approval for a reduction in capital over more than four quarters.
  • Change the definition of "troubled condition" for purposes of changes in directors and senior executive officers to align with OCC supervisory practices. The updated definition would specify that an enforcement action (a cease-and-desist order, consent order, or formal written agreement) must require the national bank or FSA to improve its financial condition for it to be considered in "troubled condition" solely as a result of the enforcement action.


The OCC periodically reviews its regulations to eliminate outdated or otherwise unnecessary regulatory provisions and to clarify or revise requirements imposed on national banks and FSAs where possible and when not inconsistent with bank safety and soundness. These reviews are in addition to the OCC's decennial review of its regulations as required by the Economic Growth and Regulatory Paperwork Reduction Act (Pub. L 104-208 (1996)). This proposed rule is a continuation of the OCC's regulatory review process. It accompanies other OCC efforts to modernize OCC rules, remove unnecessary burden, and clarify requirements, including a planned proposal for revisions to 12 CFR 7, "Activities and Operations," and a planned advance notice of proposed rulemaking that would request comment on revising the OCC's rules on electronic banking activities.

Further Information

Please contact Karen Marcotte, Director for Licensing Activities, (202) 649-6260; or Christopher A. Crawford, Counsel, Heidi M. Thomas, Special Counsel, or Valerie M. Song, Assistant Director, Chief Counsel's Office, (202) 649-5490.


Jonathan V. Gould
Senior Deputy Comptroller and Chief Counsel

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