International Organization
Edge Corporation to Amend its Articles of Association
Establishing Edge or Agreement Corporations
Edge Corporation Change in Control
Foreign Banking Organization--Change of Home State
U.S. Banking Organization--Permissible Activities Overseas
U.S. Banking Organization--Establishing Foreign Branches
U.S. Banking Organization--Activities and Investments of Foreign Branches of Member Banks
U.S. Banking Organization--Investment in an Export Trading Company
U.S. Banking Organization--Investment in Foreign Company
Edge Corporation to Amend its Articles of Association
Section 211.5 of Regulation K
Who must file?
An Edge corporation must submit an application for the specific consent of the Federal Reserve under section 211.5 of Regulation K to amend its articles of association.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The Federal Reserve normally acts on an application for specific consent within 60 calendar days after receipt unless the Federal Reserve notifies the applicant that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
The Federal Reserve generally considers the impact of the proposed amendment on the Edge corporation and the overall banking organization and the permissibility of the proposed amendment under Regulation K.
Consummation period
None.
Establishing Edge or Agreement Corporations
Section 211.5 of Regulation K
Who must file?
Any person or company must file an application for the specific consent of the Federal Reserve under section 211.5 of Regulation K in order to establish an Edge or agreement corporation. A member bank must file an application for specific consent to invest in excess of 10 percent of its capital and surplus in the capital stock of Edge and agreement corporations.
Publication requirements--newspaper/Federal Register
The Federal Reserve will publish notice of a proposal to establish an Edge corporation in the Federal Register. No publication notice is required to invest in an agreement corporation.
Required form
The information requested in Form FR K-1 must be submitted. For the establishment of Edge corporations, model Articles of Association and an Organization Certificate are provided in Attachments D and E of Form FR K-1 respectively.
Processing time frames
The Federal Reserve normally acts on an application for specific consent within 60 calendar days after receipt unless the Federal Reserve notifies the applicant that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
For proposals by U.S. organizations to establish an Edge or agreement corporation, the Federal Reserve considers the factors in section 211.5(b)(4) of Regulation K.
For proposals by a member bank to invest in excess of 10 percent of its capital and surplus in the capital stock of Edge and agreement corporations, the Federal Reserve considers the factors in section 211.5(h)(2) of Regulation K.
For proposals by foreign organizations to acquire a majority of the shares of an Edge or agreement corporation, the Federal Reserve considers the factors in section 211.5(b)(4) of Regulation K.
Consummation period
Agreement corporations may commence business immediately upon approval. An Edge corporation may elect officers and otherwise complete its organization, invest in obligations of the U.S. government, and maintain deposits with depository institutions. However, the Edge corporation may not exercise any other powers until at least 25 percent of the authorized capital stock specified in the articles of association has been paid in cash, and each shareholder has paid in cash at least 25 percent of that shareholder's stock subscription.
A letter and Form FR Y-10 must be submitted to the relevant Reserve Bank within 30 days of forming an Edge or agreement corporation.
Edge Corporation Change in Control
Section 211.5(e) of Regulation K
Who must file?
Any person or company must submit prior notice to the Federal Reserve under section 211.5(e) of Regulation K to acquire 25 percent or more of the voting shares, or to otherwise acquire control, of an Edge corporation.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The notice period would expire 60 calendar days after the notice is received by the Federal Reserve. The Federal Reserve may extend the notice period for an additional 30 days by notifying the filer.
Factors reviewed
For change in control proposals involving Edge corporations, the Federal Reserve considers the factors in section 211.5(b)(4) of Regulation K.
Consummation period
The filing party may consummate the proposed acquisition 60 days after submission to the Federal Reserve of a complete notice unless within that period the Federal Reserve disapproves the proposed acquisition or extends the 60-day period. The filer may consummate the proposed transaction before the expiration of the 60-day period if the Federal Reserve notifies the filer in writing of the Federal Reserve's decision to waive the remainder of the notice period. The filer should provide a written confirmation of consummation of the change-in-control to the relevant Reserve Bank.
Foreign Banking Organization--Change of Home State
Section 211.22 of Regulation K
Who must file?
A foreign banking organization (FBO) may change its home state once after providing prior notice to the Federal Reserve under section 211.22(b)(1) of Regulation K. An FBO may submit an application for the specific consent of the Federal Reserve under section 211.22(b)(2) of Regulation K to change its home state, again upon showing that a national or state-chartered bank with the same home state would be permitted to change to the new home state proposed by the FBO.
Publication requirements--newspaper/Federal Register
None.
Required information
The written notice or application submitted to the Federal Reserve must include the reasons for the proposed change in home state and the expected impact on the organization.
Processing time frames
The prior notice period for an FBO to change its home state once would expire 30 calendar days after the notice is received by the Federal Reserve. Based on the circumstances presented, the Federal Reserve may waive a portion of the 30-day notice period, suspend processing of the request, or act on the request under the specific consent procedure.
The Federal Reserve normally acts on an application for specific consent within 60 calendar days after receipt unless the Federal Reserve notifies the applicant that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
For proposals to change an FBO's home state a second time, the Federal Reserve considers whether the change is consistent with competitive equity between foreign and domestic banks.
Consummation period
None.
Foreign Banking Organization--Establishing a U.S. Branch, Agency, Commercial Lending Company, or Representative Office
Section 211.24 of Regulation K
Who must file?
A foreign bank must submit an application for the specific consent of the Federal Reserve to establish its initial branch, agency, commercial lending company, or representative office in the United States under section 211.24 of Regulation K. In certain cases a foreign bank may be able to establish U.S. offices after providing prior notice to the Federal Reserve pursuant to section 211.24(a)(2) of Regulation K.
Publication requirements--newspaper/Federal Register
The foreign bank should publish notice of its proposal in a newspaper of general circulation in the community in which the foreign bank would engage in business pursuant to section 211.24(b)(2) of Regulation K.
Required information
The information requested in Form FR K-2 must be provided.
Processing time frames
In the cases where a U.S. office may be established under the prior notice procedure, the prior notice period would expire 45 calendar days after the notice is received by the Federal Reserve. The Federal Reserve may waive a portion of the 45-day notice period, suspend processing of the new notice, or act on the notice under the specific consent procedures based on the circumstances presented.
The Federal Reserve is required to act on an application for specific consent to establish a U.S. branch, agency, or commercial lending company within 180 calendar days of receipt unless the Federal Reserve notifies the applicant that the period is being extended for an additional 180 days. These time frames do not apply to an application to establish a representative office.
Factors reviewed
For proposals to establish a branch, agency, commercial lending company, or representative office, the Federal Reserve considers the factors enumerated in section 211.24(c) of Regulation K.
Consummation period
None.
Foreign Banking Organization Reporting
Foreign banking organizations are required to file with the Federal Reserve various reports for themselves or on behalf of their subsidiaries. These reports include organizational structure reports as well as financial reports. A quick reference chart of reports (23 KB PDF) shows which reports a foreign banking organization would be required to file, depending on certain criteria. If you have any questions, please contact the appropriate Federal Reserve Bank for assistance.
U.S. Banking Organization--Permissible Activities Overseas
Section 211.10 of Regulation K
Who must file?
In addition to the applicable procedure for establishing foreign branches of Edge and agreement corporations contained in section 211.3(b) of Regulation K, and the applicable investment procedures contained in section 211.9 of Regulation K, a bank holding company, a member bank, or an Edge or agreement corporation, may directly or indirectly engage abroad in activities set out in section 211.10 of Regulation K. A prior notice must be provided to the Federal Reserve for certain securities activities as provided for in sections 211.10(a)(14), 211.10(1)(15), and 211.10(a)(18) of Regulation K. An application for the specific consent of the Federal Reserve must be submitted for activities not provided for under section 211.10(1) and (b) of Regulation K.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The prior notice period to engage in certain securities activities abroad would expire 30 calendar days after the notice is received by the Federal Reserve. Based on the circumstances presented, the Federal Reserve may waive a portion of the 30-day notice period, suspend processing of the notice, or act on the notice under the specific consent procedure.
The Federal Reserve normally acts on an application for specific consent within 60 calendar days after receipt unless the Federal Reserve notifies the applicant that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
For equity underwriting and dealing activities, the Federal Reserve considers the views of supervisory staff regarding whether the internal controls and policies and procedures of the organization are adequate for the proposed activity, as well as the overall financial and managerial condition of the banking organization.
For activities that are not listed in section 211.10(a) of Regulation K, the Federal Reserve would consider whether the proposed activities are usual in connection with the transaction of the business of banking or other financial operations abroad and are consistent with the Federal Reserve Act or the Bank Holding Company Act, as well as the overall financial and managerial condition of the banking organization.
Consummation period
None.
U.S. Banking Organization--Establishing Foreign Branches
Section 211.3 of Regulation K
Who must file?
Prior notice under section 211.3 of Regulation K is required for foreign branches to be established by member banks, Edge corporations, agreement corporations, and direct subsidiaries of a member bank. No prior notice is required for a nonbanking affiliate (that is, an organization that is not a member bank, an Edge or agreement corporation, or foreign bank) to establish foreign branches. Additionally, no prior notice is required to establish additional branches in a foreign country where the banking organization operates one or more branches.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
For proposals to establish a branch in the first two foreign countries, the notice period would expire 30 calendar days after the notice is received by the Federal Reserve. For proposals to establish a branch in an additional country by a banking organization that operates branches in two or more foreign countries, the notice period would expire 12 business days after receipt of the notice. Based on the circumstances presented, the Federal Reserve may waive a portion of the notice period, suspend processing of the notice, or act on the notice under the specific consent procedure.
Factors reviewed
The factors reviewed by the Federal Reserve generally include the financial and managerial condition of the banking organization, management's experience in international banking, the branch's proposed activities, and the ability of the Federal Reserve to obtain access to necessary information about the branch's operations.
Consummation period
Foreign branching proposals may be consummated immediately after the expiration of the notice period. However, authority to establish a branch would expire one year from the earliest date on which the branch could have been established unless extended by the Federal Reserve. Within 30 days of establishing a branch, the banking organization should submit a Form FR 2058 to the relevant Reserve Bank.
U.S. Banking Organization--Activities and Investments of Foreign Branches of Member Banks
Section 211.4 of Regulation K
Who must file?
A foreign branch of a member bank may engage in activities and make investments pursuant to the conditions of section 211.4(a) of Regulation K. A bank must submit an application to the Federal Reserve for specific consent under section 211.4(a)(8) of Regulation K for a foreign branch to directly acquire a subsidiary. The permissible activities of any subsidiary acquired directly by a foreign branch would be limited to activities that are permissible for the bank or incidental to the branch's activities. A bank must also submit an application for specific consent under section 211.4(b) of Regulation K for a foreign branch to engage in activities that are not listed in section 211.4(a) of Regulation K.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The Federal Reserve normally acts on the application within 60 calendar days after receipt unless the Federal Reserve notifies the applicant that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
In an application by a member bank for a foreign branch to directly acquire a subsidiary, the factors reviewed by the Federal Reserve include whether the activities of the company would be permissible for the bank directly or incidental to the branch's activities, as well as the overall financial and managerial condition of the bank.
In an application by a member bank for a foreign branch to engage in activities not listed in section 211.4(a) of Regulation K, the factors reviewed by the Federal Reserve include whether the proposed activities are usual in connection with the business of banking in the places where it transacts business, and the overall financial and managerial condition of the banking organization.
Consummation period
The foreign branch must make the investment within one year of the approval date.
U.S. Banking Organization--Investment in an Export Trading Company
Section 211.34 of Regulation K
Who must file?
A bank holding company, a banker's bank, a foreign banking organization, or an Edge or agreement corporation that is a subsidiary of a bank holding company but not of a bank may make an investment without Federal Reserve approval in an export trading company as long as the investment qualifies for general consent under section 211.34(b)(1) of Regulation K. However, the company must submit a post-investment notice to the Federal Reserve by the end of the month in which the investment is made. For an investment that exceeds the general consent limits or for an expansion of the activities of an existing export trading company subsidiary, a bank holding company should submit prior notice to the Federal Reserve.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The notice period for an investment that exceeds the general consent limits would expire 60 calendar days after the notice is received by the Federal Reserve unless the Federal Reserve notifies the applicant that the 60-day notice period is being extended. The Federal Reserve may waive a portion of the 60-day notice period, suspend processing of the notice, or act on the notice under the specific consent procedure based on the circumstances presented.
Factors reviewed
The factors considered by the Federal Reserve include the permissibility of the activities of the export trading company to be acquired or established and the financial impact of the proposal on the overall banking organization.
Consummation period
The bank holding company may make an investment in an export trading company 60 days after the notice has been accepted by the Federal Reserve unless the processing period is extended. The investment may be consummated before the expiration of the 60-day period if the Federal Reserve has provided written notice of its intention not to object to the proposal. The company must make the investment within one year of the earliest date on which the investment could be made.
U.S. Banking Organization--Investment in a Foreign Company
Section 211.9 of Regulation K
Who must file?
A U.S. banking organization may make investments in foreign entities as provided in sections 211.8 through 211.10 of Regulation K without prior Federal Reserve approval if the investment amount does not qualify for general consent under section 211.9 of Regulation K. For an investment that does not qualify for the general consent procedures under paragraphs (b), (c), or (d) of section 211.9, the investing organization should submit prior notice to the Federal Reserve.
A banking organization's initial foreign investment and certain investments in foreign banks would not qualify for the general consent or prior notice procedures. Long-range investment plans also do not qualify for the general consent or prior notice procedures. For these types of proposals, the investing organization should submit an application for the specific consent of the Federal Reserve.
Publication requirements--newspaper/Federal Register
None.
Required form
The information requested in Form FR K-1 must be submitted.
Processing time frames
The notice period for a foreign investment would expire 30 calendar days after the notice is received by the Federal Reserve. The Federal Reserve may waive a portion of the 30-day notice period, suspend processing of the notice, or act on the notice under the specific consent procedure based on the circumstances presented.
The Federal Reserve normally acts on an application for specific consent within 60 calendar days after receipt unless the Federal Reserve notifies the investor that the 60-day period is being extended and states the reasons for the extension.
Factors reviewed
The factors considered by the Federal Reserve include the size and nature of the proposed investment, the permissibility of the activities of the company to be invested in, the financial impact of the investment on the organization, and the overall financial and managerial condition of the organization.
Consummation period
Authority to make investments granted under the prior notice or specific consent procedures would expire one year from the earliest date on which the authority could have been exercised unless the Federal Reserve extends the authority. The period during which an organization would have authority to implement a long-range investment plan would be determined on a case-by-case basis.