Savings and Loan Holding Company (SLHC)
Reorganization Exemption Request
Notice of Addition or Change in Directors or Senior Executive Officers
Dividends by Subsidiary Savings Associations
Formation/Expansion
Section 10(e) of the Home Owners' Loan Act (HOLA) and 12 C.F.R. Section 238 (Formerly Part 574)
Who must file?
A company proposing to become a savings and loan holding company, acquire through merger, consolidation, or purchase of assets, control of one or more savings institutions, or acquire and hold separately one or more savings institutions, must apply for the Board's prior approval under Section 10(e) of the Home Owners' Loan Act and sections 238.11 and 238.14 of Regulation LL. Similarly, an existing savings and loan holding company proposing to acquire through a merger, consolidation, or purchase of assets, a savings institution, uninsured institution or a savings and loan holding company, or acquire and hold separately one or more savings institutions, must apply for the Board's prior approval.1
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 section 238.11, the information requested in Form FR LL-10(e) must be provided.
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 filed pursuant to section 238.11 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 or acquisition proposals, the Federal Reserve would consider the factors in section 238.15.
Consummation period
Formation or acquisition proposals under section 238.11 may be consummated immediately. Authority to consummate any of the transactions 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 application was approved by the Federal Reserve.
1 Certain transactions that meet the criteria in section 238.12 of Regulation LL may not require the filing of an application. Return to text.
Reorganization Exemption Request
Section 10(e) of the Home Owners' Loan Act (HOLA) and 12 C.F.R. Section 238 (Formerly Part 574)
Who must file?
A reorganization exemption request is an informational filing that must be filed in connection with a claim that a reorganization is exempt from prior written approval of the Federal Reserve under section 238.12(a)(2) of Regulation LL. Such reorganization must involve solely the acquisition of control of a savings institution by a newly formed company that is controlled by the same acquirors that controlled the savings institution for the immediately preceding three years. The acquirors must file the notice at least 30 calendar days prior to acquiring control of the savings institution.
Publication requirements--newspaper/Federal Register
No publication is required for filings made under section 238.12(a)(2)).
Required forms
For notices submitted under section 238.12(a)(2) the information requested in Form FR LL-10(e) must be provided.
Processing time frames
The notice period expires 30 calendar days after the notice is received by the Federal Reserve.
Factors reviewed
The Federal Reserve will review the acquisition proposal and consider the factors in section 238.12(a)(2).
Consummation period
Proposals under section 238.12(a)(2) may be consummated immediately.
Change in Control
12 C.F.R. Section 238 (Formerly Part 574)
Who must file?
Any person as defined in section 238.2 of Regulation LL, proposing to acquire control of a savings and loan holding company must provide prior notice to the Federal Reserve under section 238.33 of Regulation LL.
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.
Required forms
The information requested in Form FR 2081a and Form FR 2081c must be submitted.
Processing time frames
The notice period would expire 60 days after the notice is received by the Federal Reserve unless the Federal Reserve notifies the applicant that the period is being extended.
Factors reviewed
For change in control proposals, the Federal Reserve considers the factors in section 238.33(g) of Regulation LL.
Consummation period
Change in control proposals may be consummated immediately. Authority to consummate a change in control transaction 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.
Notice of Addition or Change in Directors or Senior Executive Officers
12 C.F.R. Section 238 Subpart H (Formally Part 563 Subpart H)
Who must file?
A savings and loan holding company must provide prior notice to the Federal Reserve to add a director or senior executive officer if the company meets the criteria in section 238.73(a) of Regulation LL. A company may request a waiver of the prior notice requirement if the individual's services are needed immediately.
Publication requirements--newspaper/Federal Register
No publication is required.
Required forms
The information requested in Form FR 2081b and Form FR 2081c must be submitted.
Processing time frames
The notice period expires 30 days after the notice is received by the Federal Reserve unless the Federal Reserve notifies the applicant that the processing period is being extended.
Factors reviewed
For proposals to add a director or senior officer, the Federal Reserve considers the factors in section 238.75(a) of Regulation LL.
Consummation period
These proposals may be consummated immediately.
Dividends by Subsidiary Savings Associations
Section 10(f) of the Home Owners' Loan Act (HOLA) and 12 C.F.R. Section 238 Subpart K
Who must file?
A savings association that is a subsidiary of a savings and loan holding company proposing to pay a dividend, as defined in section 238.102 of Regulation LL, must file a notice with the appropriate Reserve Bank on the designated form at least 30 days before the proposed dividend declaration by the subsidiary's board of directors.
Publication requirements--newspaper/Federal Register
No publication is required.
Required forms
Filers must use Form 1583.
Processing time frames
The notice period expires 30 days after the notice is received by the Federal Reserve unless the Board or Reserve Bank disapproves the notice before the end of the period.
Factors reviewed
The Federal Reserve will review dividend proposals under the factors in section 238.104(b).
Consummation period
These proposals may be consummated immediately.
Financial Activities Filings
Section 10(c) of the Home Owners' Loan Act (HOLA ), Section 4(k) of the Bank Holding Company Act (BHCA), and 12 C.F.R. Part 238 Subpart G
Who must file?
Non-grandfathered savings and loan holding companies (see section 10(c)(9)(C) of HOLA) that are currently engaged in or that propose to engage in de novo financial activities, as defined in section 4(k) of the BHCA, must have an effective election to be treated as a financial holding company pursuant to section 238.64 of Regulation LL.2
Publication requirements--newspaper/Federal Register
There is no publication requirement associated with this filing.
Required forms
A savings and loan holding company must file a declaration with the Board, pursuant to the requirements at section 238.65(b).
Processing time frames
In general, an election filed by a savings and loan holding company is effective on the 31st calendar day after the date that a complete declaration is 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.
Factors reviewed
For financial activities elections, the Federal Reserve will consider the factors in sections 238.63, 238.65(c) and 238.65(d).
Consummation period
Not applicable.
2 A savings and loan holding company that conducts only the activities included at section 238.64(b) is not required to elect to be treated as a financial holding company. Return to text.