Community Bank Licensing Amendments

DEPARTMENT OF THE TREASURY <SUBAGY>Office of the Comptroller of the Currency</SUBAGY> <CFR>12 CFR Part 5</CFR> <DEPDOC>[Docket ID OCC-2025-0273]</DEPDOC> <RIN>RIN 1557-AF38</RIN> <SUBJECT>Community Bank Licensing Amendments</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Office of the Comptroller of the Currency, Treasury. <HD SOURCE="HED">ACTION:</HD> Notice of proposed rulemaking. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Office of the Comptroller of the Currency (OCC) is proposing to amend its rules related to policies and procedures to simplify licensing requirements for corporate activities and transactions involving national banks and Federal savings associations that have less than $30 billion in total assets and satisfy certain conditions. The proposed rule is intended to reduce burden on these institutions. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> Comments must be received by January 20, 2026. </EFFDATE> <HD SOURCE="HED">ADDRESSES:</HD> Commenters are encouraged to submit comments through the Federal eRulemaking Portal. Please use the title “Community Bank Licensing Amendments” to facilitate the organization and distribution of the comments. You may submit comments by any of the following methods: • <E T="03">Federal eRulemaking Portal—Regulations.gov:</E> Go to <E T="03">https://regulations.gov/.</E> Enter Docket ID “OCC-2025-0273” in the Search Box and click “Search.” Public comments can be submitted via the “Comment” box below the displayed document information or by clicking on the document title and then clicking the “Comment” box on the top-left side of the screen. For help with submitting effective comments, please click on “Commenter's Checklist.” For assistance with the <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email <E T="03">regulationshelpdesk@gsa.gov.</E> • <E T="03">Mail:</E> Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • <E T="03">Hand Delivery/Courier:</E> 400 7th Street SW, Suite 3E-218, Washington, DC 20219. <E T="03">Instructions:</E> You must include “OCC” as the agency name and Docket ID “OCC-2025-0273” in your comment. In general, the OCC will enter all comments received into the docket and publish the comments on the <E T="03">Regulations.gov</E> website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. Do not include any information in your comment or supporting materials that you consider confidential or inappropriate for public disclosure. You may review comments and other related materials that pertain to this action by the following method: • <E T="03">Viewing Comments Electronically—Regulations.gov:</E> Go to <E T="03">https://regulations.gov/.</E> Enter Docket ID “OCC-2025-0273” in the Search Box and click “Search.” Click on the “Dockets” tab and then the document's title. After clicking the document's title, click the “Browse All Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Comments Results” options on the left side of the screen. Supporting materials can be viewed by clicking on the “Browse Documents” tab. Click on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen checking the “Supporting & Related Material” checkbox. For assistance with the <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email <E T="03">regulationshelpdesk@gsa.gov.</E> The docket may be viewed after the close of the comment period in the same manner as during the comment period. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Christopher Crawford, Special Counsel, or Scott Burnett, Counsel, Chief Counsel's Office, 202-649-5490, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. If you are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> <HD SOURCE="HD1">I. Background</HD> Twelve CFR part 5 sets forth the OCC's requirements for national banks and Federal savings associations that seek to engage in certain corporate activities and transactions, including establishing, changing the structure of or the activities performed by, and dissolving OCC-supervised institutions. The filing requirements differ depending on the nature of corporate activity or transaction, ranging from a full application before engaging in an activity or transaction to an after-the-fact notification for informational purposes. While all similarly categorized corporate activities and transactions are generally subject to identical filing requirements, the OCC's licensing regulations provide expedited review of filings and modified filing requirements in certain circumstances (hereinafter, “expedited or reduced filing procedures”). The OCC first introduced these expedited or reduced filing procedures in 1996, when the regulations in 12 CFR part 5 were amended to include expedited procedures for certain filings by “eligible banks.”  <SU>1</SU> <FTREF/> The 1996 amendments also established notice procedures, rather than applications, for certain filings by national banks that were “adequately capitalized” or “well capitalized,” as those terms are defined in the prompt corrective action (PCA) framework set forth in 12 CFR part 6. <SU>2</SU> <FTREF/> Over time, the OCC has amended and expanded these expedited or reduced filing procedures, with current 12 CFR part 5 providing expedited or reduced filing procedures to OCC-supervised institutions that are: (1) either an “eligible bank” or “eligible savings association,” or (2) both “well managed” and “well capitalized.” These procedures reduce the baseline burden for OCC-supervised institutions that satisfy the eligibility criteria, as there is either less burden in preparing the requisite filing for the OCC, reduced delay before engaging in a proposed activity or transaction, or both. As noted when the OCC first adopted expedited review, certain applications by healthy institutions entail low levels of risk. <SU>3</SU> <FTREF/> The OCC similarly believes that applications by community national banks and community Federal savings associations will generally present low levels of risk, comparable to those by eligible banks and eligible savings associations, and thus should also benefit from expedited or reduced filing procedures. <FTNT> <SU>1</SU>  61 FR 60342-43 (Nov. 27, 1996). </FTNT> <FTNT> <SU>2</SU>  61 FR 60343. </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> 61 FR 60342. </FTNT> <HD SOURCE="HD1">II. Description of the Proposed Rule</HD> The OCC's current licensing requirements generally apply equally regardless of the size of the OCC-supervised institution. The proposed rule will modify this approach by establishing a new definition of “covered community bank or covered community savings association” and provide such institutions access to all currently available expedited or reduced filing procedures. The OCC is proposing these changes as part of a broader initiative to tailor the regulatory framework for community national banks and community Federal savings associations, with the goal of reducing regulatory burden and tailoring requirements to the size and risk-profile of the institution. Community national banks and community Federal savings associations typically engage in lower risk and less complex activities. Accordingly, the OCC will generally be able to review filings from community national banks and community Federal savings associations more quickly. Similarly, a lower risk profile is generally correlated to a proposal more clearly meeting the evaluative factors and less likely to warrant denial. Accordingly, the OCC is proposing to expand the existing expedited or reduced filing procedures to community national banks and community Federal savings associations that satisfy certain conditions. The OCC will retain the ability to extend the expedited review period or remove a filing from expedited review as is currently applied to eligible banks and eligible savings associations in 12 CFR 5.13(a)(2)(i). Further, the OCC retains the discretion under 12 CFR 5.2(b) to adopt materially different procedures for a particular filing, or class of filings, as it deems necessary, for example, in exceptional circumstances or for unusual transactions, after providing notice of the change to the filer and to any other party that the OCC determines should receive notice. Twelve CFR 5.3 defines the terms that are used throughout part 5. The OCC is proposing a new definition for this section, covered community bank or covered community savings association. The proposed rule would define a “covered community bank or covered community savings association” as a national bank or Federal savings association that: (1) has less than $30 billion in total assets and is not an affiliate of a depository institution or foreign bank with $30 billion or more in total assets, (2) is “well capitalized” as defined in 12 CFR 5.3, and (3) is not subject to a cease and desist order, a consent order, or a formal written agreement, that requires action to improve the financial condition of the national bank or Federal savings association unless otherwise informed in writing by the OCC. The total assets of the national bank, Federal savings association ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 52k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━