e-CFR data is current as of July 8, 2020
TITLE 12—Banks and Banking
CHAPTER I—COMPTROLLER OF THE CURRENCY, DEPARTMENT OF THE TREASURY PART 192—CONVERSIONS FROM MUTUAL TO STOCK FORM
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| May I form a holding company as part of my conversion. |
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| May I form a charitable organization as part of my conversion? |
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| May I acquire another insured stock depository institution as part of my conversion? |
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| What definitions apply to this part? |
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Subpart A—STANDARD CONVERSIONS
Prior to Conversion
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| What must I do before a conversion? |
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| What information must I include in my business plan? |
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| Who must review my business plan? |
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| How will the appropriate Federal banking agency review my business plan? |
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| May I discuss my plans to convert with others? |
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Plan of Conversion
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| Must my board of directors adopt a plan of conversion? |
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| What must I include in my plan of conversion? |
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| How do I notify my members that my board of directors approved a plan of conversion? |
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| May I amend my plan of conversion? |
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Filing Requirements
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| What must I include in my application for conversion? |
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| How do I file my application for conversion? |
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| May I keep portions of my application for conversion confidential? |
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| How do I amend my application for conversion? |
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Notice of Filing of Application and Comment Process
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| How do I notify the public that I filed an application for conversion? |
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| How may a person comment on my application for conversion? |
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Agency Review of the Application for Conversion
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| What actions may the appropriate Federal banking agency take on my application? |
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| May a court review the appropriate Federal banking agency's final action on my conversion? |
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Vote by Members
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| Must I submit the plan of conversion to my members for approval? |
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| How must I notify my members of the meeting? |
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| What must I submit after the members' meeting? |
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Proxy Solicitation
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| Who must comply with these proxy solicitation provisions? |
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| What must the form of proxy include? |
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| May I use previously executed proxies? |
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| How may I use proxies executed under this part? |
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| What must I include in my proxy statement? |
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| How do I file revised proxy materials? |
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| Must I mail a member's proxy solicitation material? |
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| What solicitations. are prohibited? |
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| What will the appropriate Federal banking agency do if a solicitation violates these prohibitions? |
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| Will the appropriate Federal banking agency require me to re-solicit proxies? |
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Offering Circular
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| What must happen before the appropriate Federal banking agency declares my offering circular effective? |
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| When may I distribute the offering circular? |
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| When must I file a post-effective amendment to the offering circular? |
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Offers and Sales of Stock
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| Who has priority to purchase my conversion shares? |
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| When may I offer to sell my conversion shares? |
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| How do I price my conversion shares? |
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| How do I sell my conversion shares? |
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| What sales practices are prohibited? |
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| How may a subscriber pay for my conversion shares? |
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| Must I pay interest on payments for conversion shares? |
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| What subscription rights must I give to each eligible account holder and each supplemental eligible account holder? |
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| Are my officers, directors, and their associates eligible account holders? |
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| May other voting members purchase conversion shares in the conversion? |
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| Does the appropriate Federal banking agency limit the aggregate purchases by officers, directors, and their associates? |
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| How do I allocate my conversion shares if my shares are oversubscribed? |
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| May my employee stock ownership plan purchase conversion shares? |
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| May I impose any purchase limitations? |
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| Must I provide a purchase preference to persons in my local community? |
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| What other conditions apply when I offer conversion shares in a community offering, a public offering, or both? |
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Completion of the Offering
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| When must I complete the sale of my stock? |
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| How do I extend the offering period? |
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Completion of the Conversion
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| When must I complete my conversion? |
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| Who may terminate the conversion? |
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| What happens to my old charter? |
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| What happens to my corporate existence after conversion? |
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| What voting rights must I provide to stockholders after the conversion? |
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| What must I provide my savings account holders? |
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Liquidation Account
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| What is a liquidation account? |
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| What is the initial balance of the liquidation account? |
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| How do I determine the initial balances of liquidation sub-accounts? |
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| Do account holders retain any voting rights based on their liquidation sub-accounts? |
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| Must I adjust liquidation sub-accounts? |
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| Does the liquidation account affect my net worth? |
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| What provision must I include in my new Federal charter? |
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Post-Conversion
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| What management stock benefit plans may I implement? |
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| May my directors, officers, and their associates freely trade shares? |
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| May I repurchase shares after conversion? |
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| What information must I provide to the appropriate Federal banking agency before I repurchase my shares? |
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| May I declare or pay dividends after I convert? |
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| Who may acquire my shares after I convert? |
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| What other requirements apply after I convert? |
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Contributions to Charitable Organizations
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| May I donate conversion shares or conversion proceeds to a charitable organization? |
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| How do my members approve a charitable contribution? |
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| How much may I contribute to a charitable organization? |
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| What must the charitable organization include in its organizational documents? |
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| How do I address conflicts of interest involving my directors? |
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| What other requirements apply to charitable organizations? |
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Subpart B—VOLUNTARY SUPERVISORY CONVERSIONS
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| What does this subpart do? |
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| How may I conduct a voluntary supervisory conversion? |
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| Do my members have rights in a voluntary supervisory conversion? |
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Eligibility
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| When is a savings association eligible for a voluntary supervisory conversion? |
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| When is a state-chartered savings bank eligible for a voluntary supervisory conversion. |
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Plan of Supervisory Conversion
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| What must I include in my plan of voluntary supervisory conversion? |
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Voluntary Supervisory Conversion Application
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| What must I include in my voluntary supervisory conversion application? |
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Appropriate Federal Banking Agency Review of the Voluntary Supervisory Conversion Application
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| Will the appropriate Federal banking agency approve my voluntary supervisory conversion application? |
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| What conditions will the appropriate Federal banking agency impose on an approval? |
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Offers and Sales of Stock
Post-Conversion
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| Who may not acquire additional shares after the voluntary supervisory conversion? |
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