Locke Lord QuickStudy: OCC Integrates Licensing Rules for National Banks and Federal Savings Associations

Locke Lord LLP
May 21, 2015
On May 18, 2015, the Office of the Comptroller of the Currency (OCC) released a final rule to integrate the policies and procedures for corporate activities and transactions of national banks and Federal savings associations.  According to the OCC, the integration “eliminates unnecessary requirements, promotes fairness in supervision, and furthers the safe and sound operation of the institutions the OCC supervises.”  The rule also includes some technical and conforming changes to the OCC’s licensing regulations. The final rule becomes effective July 1, 2015. 

Title III of the Dodd-Frank Wall Street Reform and Consumer Protection Act transferred the former Office of Thrift Supervision’s functions relating to Federal savings associations to the OCC. Therefore, the OCC has been responsible for ongoing examination, supervision and regulation of Federal savings associations. Prior to issuing this final rule, the OCC had been maintaining one set of rules applicable to national banks and another set of rules for Federal savings associations.  The integration of many of the rules for national banks and Federal savings associations is meant to reduce the regulatory duplication and eliminate unnecessary burdens, as well as create regulatory efficiency for the OCC and its supervised national banks and Federal savings associations.  For example, one key objective noted in the preamble to the final rule is to create filing parity, where possible, for national banks and Federal savings associations for “all activities and transactions addressed in the OCC’s licensing rules.” One way the OCC hopes to facilitate this is through the development of an electronic filing system for applications and other filings.

However, while the effect of this integration on national banks is likely minimal, given the nature of how Federal savings associations may be organized, the integration has the potential to profoundly impact the operations and governance of certain Federal savings associations. This is especially true with respect to the changes made to the regulations regarding Federal  mutual savings association bylaws and charters under the new 12 CFR part 5 provisions.  Because of the potential impact, we suggest that Federal savings associations consult with their corporate counsel to fully understand the changes made to the activities and governance rules for Federal savings associations.  

In most cases, the final rule combines rules for national banks and Federal savings associations in 12 CFR part 5, including rules for organizing a national bank or Federal savings association, converting from a national bank to a state bank or from a Federal savings association to a state savings association, as well as other rules related to fiduciary powers, business combinations, investments in premises and voluntary liquidation, among others.  However, in some cases, the final rule maintains separate rules for national banks and Federal savings associations, but all in 12 CFR part 5, some of which have been amended as part of this rulemaking, especially rules affecting Federal savings associations.  Again, OCC supervised institutions, especially Federal savings associations, should consult with counsel to understand the new structure and any rule changes going into effect. 

The OCC press release, including the Final Rule, can be found here.

Locke Lord has a dedicated team of bank regulatory and transaction attorneys with significant experience with state and federal banking laws and regulations. Locke Lord banking attorneys regularly advise financial institutions on regulatory compliance matters and represent clients in regulatory enforcement matters, class actions and various lawsuits in the U.S. and abroad. Visit our Bank Regulatory and Transactions Practice Group page at or contact the authors with questions.