SLHC Mutual Holding Company
Mutual Holding Company Reorganization
Formation of Subsidiary Holding Company
Full Mutual to Stock Conversion with Holding Company Formation
Second Step Mutual to Stock Conversion
Mutual Holding Company Dividend Waiver
Mutual Holding Company Reorganization
12 C.F.R. Part 239 (Formerly Part 575) and Section 10(o) of the Home Owners' Loan Act (HOLA )
Who must file?
A mutual savings association proposing to reorganize to become a mutual holding company must provide prior notice to the Federal Reserve under section 239.3.
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. Specific information concerning the required content of the newspaper publication is provided in section 239.10(c)(3).
Required forms
For applications submitted under section 239.3, the information requested in Form 1522 must be provided.
Processing time frames
The Federal Reserve will normally act on applications filed pursuant to section 239.3 within 30 calendar days after receipt or within 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 mutual holding company reorganizations, the Federal Reserve would consider the factors in section 239.4.
Consummation period
Mutual holding company reorganization may be consummated immediately. Authority to consummate would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the notice was acted on by the Federal Reserve.
Formation of Subsidiary Holding Company
12 C.F.R. Parts 238 and 239 (Formerly Parts 574 and 575)and Sections 10(e) and 10(o) of the Home Owners' Loan Act (HOLA )
Who must file?
A mutual holding company proposing to establish a subsidiary holding company must apply to the Federal Reserve for prior approval pursuant to sections 239.11(a) and 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 sections 239.11(a) and 238.11.
Required forms
For applications submitted under sections 239.11(a) and 238.11, the information requested in Form H-(e) must be provided.
Processing time frames
The Federal Reserve will normally act on applications filed pursuant to section 239.11(a) within 30 calendar days after receipt or within 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 the formation of subsidiary holding company in the mutual holding company structure, the Federal Reserve will consider the factors at section 239.11(a).
Consummation period
Applications filed under section 239.11(a) may be consummated immediately. Authority to consummate would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the notice was acted on by the Federal Reserve
Minority Stock Issuance
12 C.F.R. Part 239 (Formerly Part 575) and Section 10(o) of the Home Owners' Loan Act (HOLA )
Who must file?
A subsidiary holding company of a mutual holding company proposing to issue stock to persons other than its mutual holding company parent must apply to the Federal Reserve for prior approval pursuant to section 239.24.
Publication requirements--newspaper/Federal Register
There is no publication requirement associated with this filing type.
Required forms
For applications submitted under section 239.24, the information requested in Form 1523 must be provided.
Processing time frames
The Federal Reserve will normally act on applications filed pursuant to section 239.24 within 30 calendar days after receipt 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 applications submitted under section 239.24, the Federal Reserve will consider the criteria in 239.24.
Consummation period
Applications filed under section 239.24 may be consummated immediately. Authority to consummate would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the notice was acted on by the Federal Reserve.
Full Mutual to Stock Conversion with Holding Company Formation
12 C.F.R. Part 238 (Formerly Part 574) and Section 10(e) of the Home Owners' Loan Act (HOLA )
Who must file?
A mutual savings association proposing to convert to stock form and establish a stock holding company must apply to the Federal Reserve for approval of the holding company formation pursuant to 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 forms
For applications submitted under sections 238.11, the information requested in Form H-(e) must be provided. The Board may also request a copy of the plan of conversion submitted to the mutual savings association's primary federal regulator.
Processing time frames
The Federal Reserve will normally act on applications filed pursuant to section 238.11 within 30 calendar days after receipt or within 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 formation proposals, the Federal Reserve would consider the factors in section 238.15.
Consummation period
Applications filed under section 238.11 may be consummated immediately. Authority to consummate would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the notice was acted on by the Federal Reserve.
Second Step Mutual to Stock Conversion
12 C.F.R. Parts 238 and 239 (Formerly Parts 574, 575 and 563b) and Section 10(e) of the Home Owners' Loan Act (HOLA )
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 forms
For applications submitted under Subpart E of section 239 and section 238.11, the information requested in Form H-(e) and Form 1680 must be provided.
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 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 would expire three months from the earliest date on which the transaction could have been consummated unless extended by the Federal Reserve. The consummation period may not be extended beyond one calendar year from the date the notice was acted on by the Federal Reserve.
Charter/Bylaw Amendments
12 C.F.R. Part 239 (Formerly Part 575)
Who must file?
Mutual holding companies and their subsidiary holding companies must provide prior notice to the Federal Reserve to amend their charters and bylaws pursuant to sections 239.14 and 239.15 for mutual holding companies, and sections 239.22 and 239.23 for subsidiary holding companies.
Publication requirements--newspaper/Federal Register
There are no publication requirements for charter/bylaw amendments.
Required forms
A notice to amend charter/bylaws may be submitted in narrative format.
Processing time frames
The Federal Reserve normally acts on notices filed under sections 239.14, 239.15, 239.22, and 239.23 within 30 calendar days after receipt unless the Federal Reserve notifies the applicant that the period is being extended. Applications that require review or action by the Board are normally acted upon within 60 days after receipt unless the Federal Reserve notifies the applicant that the period is being extended.
Factors reviewed The Board will review filings made under sections 239.14, 239.15, 239.22, and 239.23 in accordance with the respective requirements of those sections.
Consummation period The proposed amendment to the charter/bylaws may be consummated immediately.
Mutual Holding Company Dividend Waiver
12 C.F.R. 239 (Formerly Part 575)
Who must file?
A mutual holding company proposing to waive its right to receive any dividend declared by a subsidiary must provide the Federal Reserve with written notice 30 days prior to the proposed date of the payment of the dividend under section 239.8(d).
Publication requirements--newspaper/Federal Register
There is no publication requirement associated with this filing type.
Required forms
There are no standard form requirements for filings made under sections 239.8(d). Filings made pursuant to section 239.8(d) should include all applicable board resolutions and supporting materials relied upon by the board of directors of the mutual holding company to establish that the waiver of dividends is consistent with the board's fiduciary duties to the mutual members.
Processing time frames
The Federal Reserve normally acts on notices filed under section 239.8(d) within 30 calendar days after receipt unless the Federal Reserve notifies the applicant that the period is being extended. Notices that require review or action by the Board are normally acted upon within 60 days after receipt unless the Federal Reserve notifies the applicant that the period is being extended.
Factors reviewed
The Federal Reserve will review applications filed under section 239.8(d) under the standards under section 239.8(d).
Consummation period
Proposals submitted under section 239.8(d) may be consummated immediately upon approval.