[Federal Register Volume 68, Number 71 (Monday, April 14, 2003)]
[Proposed Rules]
[Pages 17890-17893]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-8995]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency

12 CFR Part 5

[Docket No. 03-06]
RIN 1557-AC13


Electronic Filings

AGENCY: Office of the Comptroller of the Currency, Treasury.

ACTION: Interim rule with request for comments.

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SUMMARY: The Office of the Comptroller of the Currency (OCC) is issuing 
this interim rule, with a request for comments, to amend our rules, 
policies and procedures for corporate activities. The interim rule 
expressly provides that the OCC may permit national banks to make any 
class of licensing filings electronically. Its purpose is to facilitate 
the expansion of the OCC's e-Corp program. The e-Corp program, which 
began as a pilot project to enable participating national banks to make 
certain types of licensing filings electronically, has been made 
available to all national banks through the OCC's National BankNet web 
site. The rule furthers the OCC's objectives of reducing regulatory 
burden for national banks and improving the agency's efficiency in 
processing filings through increased use of electronic technology. The 
interim rule also amends part 5 to clarify the circumstances under 
which we may adopt filing procedures different from those otherwise 
required by part 5.

DATES: Effective Date: This rule is effective April 14, 2003.
    Comment Date: Comments must be received by June 13, 2003.

[[Page 17891]]


ADDRESSES: You should direct comments to the Public Information Room, 
Office of the Comptroller of the Currency, Mailstop 1-5, Attention: 
Docket No. 03-06, 250 E Street, SW., Washington, DC 20219. Due to 
delays in paper mail delivery in the Washington, DC, area, commenters 
are encouraged to submit comments by fax or e-mail. Comments may be 
sent by fax to (202) 874-4448, or by e-mail to 
[email protected]. You can inspect and photocopy the comments 
at the OCC's Public Information Room, 250 E Street, SW., Washington, DC 
20219. You can make an appointment to inspect the comments by calling 
(202) 874-5043.

FOR FURTHER INFORMATION CONTACT: Jean Campbell, Attorney, Legislative 
and Regulatory Activities Division, (202) 874-5090; or Darrell Sheets, 
Licensing Data Manager, Licensing, Policy and Systems Division, (202) 
874-5060, Office of the Comptroller of the Currency, 250 E Street, SW., 
Washington, DC 20219.

SUPPLEMENTARY INFORMATION: 

Background and Description of the Rule

1. Electronic Filing

    The OCC's ongoing objectives include minimizing regulatory burden 
for the national banks we supervise, consistent with safety and 
soundness, and achieving greater efficiency in the agency's regulatory 
processes. National banks' preparation of required licensing 
applications and filings and the OCC's processing of those submissions 
are activities where substantial efficiencies, including cost savings, 
can be achieved through increased use of electronic technology. 
Moreover, the Government Paperwork Elimination Act (GPEA)\1\ requires 
that Federal agencies consider providing the public with the option of 
automated transactional processes that use and accept electronic 
filings and signatures, when practicable. The requirements of GPEA 
apply to all interactions with the Federal government that involve the 
electronic submission, maintenance, or disclosure of information.\2\ 
This includes transactions `` such as the electronic filings that are 
the subject of this notice--that involve Federal information 
collections covered by the Paperwork Reduction Act (PRA).\3\
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    \1\ 44 U.S.C. 3504 note.
    \2\ See OMB Memorandum M-00-10, ``OMB Procedures and Guidance; 
Implementation of the Government Paperwork Elimination Act,'' 65 FR 
25508, May 2, 2000 (OMB Guidance).
    \3\ 44 U.S.C. 3501 et seq.
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    To further the objectives we have described and to facilitate 
compliance with GPEA, the OCC designed Web-based corporate applications 
and made them available to a limited number of national banks through a 
pilot program called e-Corp. National banks that participated in the 
pilot used e-Corp to submit electronically certain licensing filings to 
the OCC using electronic signatures. Ten national banks participated in 
the pilot program. Authorized users from those national banks accessed 
e-Corp's electronic forms through the OCC's National BankNet Web site 
(BankNet).\4\ Four applications were available: establishment of a 
branch, relocation of a branch, relocation of a main office within a 
30-mile radius (within current city, town or village limits), and 
relocation of a main office within a 30-mile radius (outside current 
city, town or village limits). Three more e-Corp electronic filings are 
currently under development: notices of branch closing, change of 
corporate title, and change of address.
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    \4\ BankNet is a secure, extranet website that allows the OCC to 
deliver data-based services via the Internet to the national banks 
we supervise.
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    In March 2003 the OCC made e-Corp available to all national banks 
through BankNet. The four corporate filings described above are 
available for electronic submission. In the near future we also expect 
to add to e-Corp additional classes of corporate filings, such as the 
three currently under development, as we gain experience with 
electronic filing. In recognition of the fact that national banks rely 
on technology to varying extents, electronic filing will be voluntary. 
Any bank that wishes to continue filing paper-based applications may do 
so.
    The interim rule facilitates the expansion of e-Corp by revising 
Sec.  5.2, which generally describes our filing rules. As revised, 
Sec.  5.2 expressly provides that the OCC may permit national banks to 
make any class of filings available for electronic submission. The rule 
refers national banks to the Comptroller's Licensing Manual (Manual) to 
find information about the filings that are available for electronic 
submission. The Manual also specifies the procedures that apply to 
national banks making electronic filings. In light of rapid changes in 
technology and our plan to expand the electronic filing system over 
time, we believe it is preferable to provide detailed information on 
electronic filings in the more flexible format of the Manual, rather 
than in the text of the regulation. The Manual is available on the 
OCC's Internet website.\5\ The Manual is updated on a continuous basis 
and will be updated as necessary when electronic filing of additional 
types of applications or notices is available to national banks. We 
plan to publish notices on BankNet and the OCC's homepage whenever an 
additional class of applications is added to e-Corp.
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    \5\ See www.occ.treas.gov/corpapps/corpapplic.htm. This is the 
web address for the OCC's homepage, which contains information 
available to the general public. Printed copies of the Manual are 
available for a fee from the OCC's Communications Division.
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2. Exceptions to Licensing Procedures

    Section 5.2(b) of our rules provides that, after giving appropriate 
notice to the applicant and, at the OCC's discretion, to others, the 
OCC may adopt materially different procedures for a particular filing, 
or a class of filings, in exceptional circumstances, such as natural 
disasters or unusual transactions. The wording of this provision could 
be misleading if the reference to natural disasters were interpreted, 
contrary to its intended meaning, as establishing the standard for 
determining what is an exceptional circumstance rather than as merely 
illustrative of one type of situation where use of filing procedures 
otherwise prescribed by part 5 is warranted. Accordingly, the interim 
rule deletes the phrase ``such as natural disasters.'' As revised, the 
standard in Sec.  5.2(b) simply permits the OCC to adopt materially 
different procedures in exceptional circumstances or for unusual 
transactions. The notice requirement in the current rule is unchanged.

3. Comptroller's Licensing Manual

    The Comptroller's Corporate Manual formerly contained guidance on 
how applicants and other filers could comply with our rules. On July 
17, 2002, the OCC replaced the Comptroller's Corporate Manual with the 
Comptroller's Licensing Manual and made the Manual available on our 
homepage. As we have described, the Manual contains information on 
corporate applications, such as charter and merger applications, and 
other policies and procedures on corporate changes sought by national 
banks. The interim rule substitutes the new name of the Manual, 
provides the OCC's Internet address, and substitutes a new address to 
use to submit a request for a printed version of the Manual.

4. Notice and Comment; Effective Date

    Under the Administrative Procedure Act (APA), the requirement that 
an

[[Page 17892]]

agency provide public notice and an opportunity for comment does not 
apply to ``rules of agency organization, procedure, or practice.'' \6\ 
This exemption applies to a rule that does not itself affect the 
substantive rights of those affected, even though the rule ``may alter 
the manner in which the parties present themselves or their viewpoints 
to the agency.'' JEM Broadcasting Co., Inc. v. FCC, 22 F.3d 320, 326-27 
(D.C. Cir. 1994).
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    \6\ 5 U.S.C. 553(b)(A).
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    The interim rule has no effect on the substantive rights of 
national banks subject to application or filing requirements. The 
electronic filing amendments pertain only to the form in which a bank 
may make a submission to the OCC. Moreover, electronic filing is 
permissive, not mandatory. Similarly, the amendment to the 
``exceptional circumstances'' provision only clarifies the types of 
circumstances that may warrant the use of special procedures. The 
requirement that the OCC provide notice to an applicant in such a case 
is unchanged. For these reasons, we conclude that this interim rule is 
not subject to the notice and comment requirements of the APA.
    The interim rule is effective immediately upon publication in the 
Federal Register. An agency may dispense with the delayed effective 
date requirement of the APA for ``good cause.'' \7\ As we have 
described, we expect that the interim rule, which imposes no new 
requirements, will help produce efficiencies for national banks by 
enabling them to save time and money in the preparation and processing 
of certain required filings. For these reasons, we conclude that there 
is good cause to dispense with the 30-day delayed effective date 
prescribed by the APA.
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    \7\ Id. at 553(d)(3).
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    Finally, subject to certain exceptions, 12 U.S.C. 4802(b)(1) 
provides that new regulations and amendments to regulations prescribed 
by a Federal banking agency that impose additional reporting, 
disclosure, or other new requirements on an insured depository 
institution must take effect on the first day of a calendar quarter 
that begins on or after the date on which the regulations are published 
in final form. The interim rule imposes no additional reporting, 
disclosure, or other new requirements on insured depository 
institutions. For this reason, section 4802(b)(1) does not apply to 
this rulemaking.

Comment Solicitation

    Although notice and comment are not required, we are nonetheless 
interested in receiving any comments that may improve this rule before 
it is adopted in final form. We therefore request comment on all 
aspects of this interim rule.

Community Bank Comment Request

    In addition, we invite your comments on the impact of this proposal 
on community banks. The OCC recognizes that community banks operate 
with more limited resources than larger institutions and may present a 
different risk profile. Thus, the OCC specifically requests comments on 
the impact of this proposal on community banks' current resources and 
available personnel with the requisite expertise, and whether the goals 
of the proposed regulation could be achieved, for community banks, 
through an alternative approach.

Solicitation of Comments on Use of Plain Language

    The OCC also requests comment on whether the interim rule is 
written clearly and is easy to understand. On June 1, 1998, the 
President issued a memorandum directing each agency in the Executive 
branch to write its rules in plain language. This directive applies to 
all new proposed and final rulemaking documents issued on or after 
January 1, 1999. In addition, Pub. L. 106-102 requires each Federal 
agency to use plain language in all proposed and final rules published 
after January 1, 2000. The OCC invites comments on how to make this 
rule clearer. For example, you may wish to discuss:
    (1) Whether we have organized the material to suit your needs;
    (2) Whether the requirements of the rule are clear; or
    (3) Whether there is something else we could do to make the rule 
easier to understand.

Regulatory Analysis

Regulatory Flexibility Act

    The Regulatory Flexibility Act applies only to rules for which an 
agency publishes a general notice of proposed rulemaking pursuant to 5 
U.S.C. 553(b).\8\ Because the OCC has determined for good cause that 
the APA does not require public notice and comment on this final rule, 
we are not publishing a general notice of proposed rulemaking. Thus, 
the Regulatory Flexibility Act does not apply to this interim rule.
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    \8\ See id. at 553(d).
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Unfunded Mandates Reform Act of 1995

    Section 202 of the Unfunded Mandates Reform Act of 1995, Pub. L. 
104-04 (Unfunded Mandates Act) requires that an agency prepare a 
budgetary impact statement before promulgating a rule that includes a 
Federal mandate that may result in expenditure by State, local, and 
tribal governments, in the aggregate, or by the private sector, of $100 
million or more in any one year. If a budgetary impact statement is 
required, section 205 of the Unfunded Mandates Act also requires an 
agency to identify and consider a reasonable number of regulatory 
alternatives before promulgating a rule. The OCC has determined that 
the interim rule will not result in expenditures by State, local, or 
tribal governments or by the private sector of $100 million or more. 
Accordingly, the OCC has not prepared a budgetary impact statement or 
specifically addressed the regulatory alternatives considered.

Executive Order 12866

    The OCC has determined that this rule does not constitute a 
``significant regulatory action'' for the purposes of Executive Order 
12866.

List of Subjects in Part 5

    Administrative practice and procedure, National banks, Reporting 
and recordkeeping requirements, Securities.

Authority and Issuance

    For the reasons set forth in the preamble, part 5 of chapter I of 
the Code of Federal Regulations is revised to read as follows:

PART 5--RULES, POLICIES, AND PROCEDURES FOR CORPORATE ACTIVITIES

    1. The authority citation for part 5 continues to read as follows:

    Authority: 12 U.S.C. 1 et seq., 24a, 24(Seventh), 93a, and 3101 
et seq.

    2. In Sec.  5.2, paragraphs (b) and (c) are revised and a new 
paragraph (d) is added to read as follows:


Sec.  5.2  Rules of general applicability.

* * * * *
    (b) Exceptions. The OCC may adopt materially different procedures 
for a particular filing, or class of filings, in exceptional 
circumstances or for unusual transactions, after providing notice of 
the change to the applicant and to any other party that the OCC 
determines should receive notice.
    (c) Additional information. The ``Comptroller's Licensing Manual''

[[Page 17893]]

(Manual) provides additional guidance, including policies, procedures, 
and sample forms. The Manual is available on the OCC's Internet Web 
page at http://www.occ.treas.gov. Printed copies are available for a 
fee from Publications, Communications Division, Comptroller of the 
Currency, 250 E Street, SW., Washington, DC 20219-0001.
    (d) Electronic filing. The OCC may permit electronic filing for any 
class of filings. The Manual identifies filings that may be made 
electronically and describes the procedures that the OCC requires in 
those cases.

    Dated: April 3, 2003.
John D. Hawke, Jr.,
Comptroller of the Currency.
[FR Doc. 03-8995 Filed 4-11-03; 8:45 am]
BILLING CODE 4810-33-P