[Federal Register Volume 82, Number 148 (Thursday, August 3, 2017)]
[Notices]
[Pages 36185-36188]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-16381]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency


Agency Information Collection Activities: Information Collection 
Revision; Comment Request; Comptroller's Licensing Manual

AGENCY: Office of the Comptroller of the Currency (OCC), Treasury.

ACTION: Notice and request for comment.

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SUMMARY:  The OCC, as part of its continuing effort to reduce paperwork 
and respondent burden, invites the general public and other federal 
agencies to take this opportunity to comment on an information 
collection revision, as required by the Paperwork Reduction Act of 1995 
(PRA).
    An agency may not conduct or sponsor, and a respondent is not 
required to respond to, an information collection unless it displays a 
currently valid Office of Management and Budget (OMB) control number.
    The OCC is soliciting comment concerning a revision to its 
information collection titled, ``Comptroller's Licensing Manual.''

DATES: You should submit written comments by October 2, 2017.

ADDRESSES:  Because paper mail in the Washington, DC area and at the 
OCC is subject to delay, commenters are encouraged to submit comments 
by email, if possible. Comments may be sent to: Legislative and 
Regulatory Activities Division, Office of the Comptroller of the 
Currency, Attention: 1557-0014, 400 7th Street SW., Suite 3E-218, 
Washington, DC 20219. In addition, comments may be sent by fax to (571) 
465-4326 or by electronic mail to [email protected]. You may 
personally inspect and photocopy comments at the OCC, 400 7th Street 
SW., Washington, DC 20219. For security reasons, the OCC requires that 
visitors make an appointment to inspect comments. You may do so by 
calling (202) 649-6700 or, for persons who are deaf or hard of hearing, 
(202) 649-5597. Upon arrival, visitors will be required to present 
valid government-issued photo identification and submit to security 
screening in order to inspect and photocopy comments.
    All 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.

FOR FURTHER INFORMATION CONTACT: Shaquita Merritt, OCC Clearance 
Officer, (202) 649-5490 or, for persons who are deaf or hard of 
hearing, (202) 649-5597, Legislative and Regulatory Activities 
Division, Office of the Comptroller of the Currency, 400 7th Street 
SW., Washington, DC 20219.

SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501-3520), federal 
agencies must obtain prior approval from OMB for each collection of 
information that they conduct or sponsor. ``Collection of information'' 
is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) to include agency 
requests or requirements that members of the public submit reports, 
keep records, or provide information to a third party. Section 
3506(c)(2)(A) of title 44 requires federal agencies to publish a 60-day 
notice in the Federal Register concerning each proposed collection of 
information, including each proposed extension or revision of an 
existing collection of information, before submitting the collection to 
OMB for approval. To comply with this requirement, the OCC is 
publishing notice of this revised collection of information.
    The changes to this information collection include revisions to 
four interagency forms,\1\ which are being made in conjunction with the 
Board of Governors of the Federal Reserve System and the Federal 
Deposit Insurance Corporation. Those agencies will issue a separate 
joint Federal Register notice before or shortly after this notice. The 
OCC is issuing its own notice so that it may renew its entire 
collection.
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    \1\ Interagency Bank Merger Act, Interagency Biographical and 
Financial Report, Interagency Notice of Change in Control, and 
Interagency Notice of Change in Director or Senior Executive 
Officer.

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[[Page 36186]]

    The OCC is requesting that OMB extend approval of this collection 
as revised. The entire collection is discussed in detail in the 
``Description'' section, followed by a section highlighting the 
revisions.
    Title: Comptroller's Licensing Manual.
    OMB Control No.: 1557-0014.
    Description: The information collection requirements ensure that 
national banks and federal savings associations (FSA) (hereafter 
``bank'' or ``banks'') conduct their operations in a safe and sound 
manner and in accordance with applicable federal banking statutes and 
regulations. The information is necessary for regulatory and 
examination purposes.
    The Comptroller's Licensing Manual (Manual) sets forth the OCC's 
policies and procedures for the formation of a national bank or federal 
branch or agency, entry into the federal banking system by other 
institutions, and corporate expansion and structural changes by 
existing banks. The Manual includes sample documents to assist the 
applicant in understanding the types of information the OCC needs in 
order to process a filing. An applicant may use the format of the 
sample documents or any other format that provides sufficient 
information for the OCC to act on a particular filing, including the 
OCC's electronic filing system, the Central Application Tracking 
System.
    The Manual includes requirements for the following corporate 
filings:
     Interagency Biographical and Financial Report--OCC 
regulations require the OCC to perform background investigations on 
proposed organizers, executive officers, directors, and principal 
shareholders of banks to determine if they have the experience, 
competence, integrity, character, financial ability, and willingness to 
direct or lead a bank's affairs in a safe, sound, and legal manner. 12 
CFR 5.20, 5.50, 5.51, and 163.33; 28 CFR 16.34, and 20.33.
     Public Notice and Comments--OCC regulations require an 
applicant to publish a public notice of its filing in a newspaper of 
general circulation in the community in which the applicant proposes to 
engage in business. 12 CFR 5.8, 5.9, 5.10, 5.11, and 5.50.
     Charter--OCC must approve the establishment of a bank. The 
application includes a business plan and an oath of a bank director. 12 
CFR 5.20 and 7.2008.
     All federally-chartered savings associations are required 
to file and receive prior approval for certain changes to their charter 
and/or bylaws. The charter and bylaws of an insured FSA are formal 
documents created when a savings association establishes its corporate 
existence. The charter states the scope, purpose, and duration for the 
corporate entity. 12 CFR 5.20, 5.21, 5.22, 5.25, and 5.33.
     Banker's Bank--OCC regulations require that a banker's 
bank seeking a waiver of a statutory provision must request the waiver 
in a letter to the OCC. The letter must include information on why the 
waiver is requested and supporting legal analysis. 12 CFR 5.20.
     Conversions--Institutions must request OCC permission to 
convert to a bank. OCC regulations require that a converting financial 
institution provide information related to its request to convert its 
charter. 12 CFR 5.23 and 5.24.
     Federal Branches and Agencies--OCC regulations require 
that a foreign bank desiring to establish a federal branch or agency 
file an application or notice with the OCC. 12 CFR 5.70; 12 CFR part 
28.
     Branches and Relocations--A bank must obtain prior 
approval or give notice to the OCC to establish, acquire, or relocate a 
main office or branch. 12 CFR 5.30, 5.31, 5.40, 5.52, and 145.92; 36 
CFR 800.1 et seq.; 40 CFR 1500.1 et seq.
     Business Combinations and Failure Acquisitions--OCC 
approval is required for any merger, corporate reorganization, or 
acquisition of a failed institution that will result in a bank. 12 CFR 
5.32 and 5.33.
     Fiduciary Powers--OCC approval is required for a bank to 
exercise fiduciary powers. The request letter represents the bank's 
conformity with the governing statute and its commitment to retain 
qualified trust management. Additionally, a bank shall file a notice 
after opening a trust office in a state other than its home office 
state. 12 CFR 5.26.
     Operating Subsidiaries--OCC regulations require that a 
bank obtain OCC approval prior to establishing, acquiring, or 
performing new activities in an operating subsidiary. In certain 
instances, a national bank may file a notice after commencing an 
operating subsidiary activity. 12 CFR 5.34, 5.38, 5.39, and 5.58.
     Financial Subsidiaries--A national bank must obtain the 
approval of the OCC prior to acquiring control of, or holding an 
interest in, a financial subsidiary, and prior to commencing a new 
activity in an existing subsidiary. A national bank that intends to 
acquire control of, or hold an interest in, a financial subsidiary, or 
to commence a new activity in an existing financial subsidiary, may 
obtain OCC approval through filing a certification with subsequent 
notice or a combined certification and notice. 12 CFR 5.39.
     Bank Service Companies--OCC regulations require that a 
bank notify the OCC prior to its investment in certain bank service 
companies. 12 CFR 5.35.
     Investments--OCC regulations require a national bank that 
wishes to invest in an agricultural credit corporation, an eligible 
savings association, or any other equity investment authorized by 
statute after February 12, 1990, to provide notice to the appropriate 
OCC district office. The regulation also requires that a national bank 
or a federal branch making a non-controlling investment, directly or 
through an operating subsidiary, file a written notice or application. 
The regulations further require an FSA making a pass-through 
investment, directly or through its operating subsidiary, to file an 
after-the-fact notice or an application. 12 CFR 5.36 and 5.58.
     Thrift Service Corporations--OCC regulations require that 
an FSA obtain OCC approval prior to establishing or acquiring a 
subsidiary or performing new activities in a thrift service 
corporation. 12 CFR 5.59.
     Annual Report--The OCC requires that each national bank 
prepare an annual report as of December 31 on its operating 
subsidiaries and file the report by January 31 of the following year. 
12 CFR 5.34.
     Branch Closings--Federal law requires a bank to notify the 
OCC if it closes a branch or if it converts a brick and mortar branch 
to an ATM branch. 12 U.S.C. 1831r-1.
     Termination of National Bank or FSA Charter--OCC 
regulations require a bank to notify the OCC of its intent to 
voluntarily liquidate, merge out, or convert out of the bank charter. 
12 CFR 5.25, 5.33(k), and 5.48.
     Capital and Dividends; Subordinated Debt--OCC regulations 
require that a bank obtain OCC approval or, in some cases, provide 
notice to the OCC in connection with a change in equity capital, an 
issuance or prepayment of subordinated debt, and the payment of 
dividends under certain circumstances. The applications are titled, 
``Increase in Permanent Capital,'' ``Reduction of Permanent Capital/
Dividends Payable in Property Other Than Cash,'' ``Reverse Stock 
Split,'' ``Quasi-Reorganization,'' ``Reduction of Permanent Capital and 
Capital Distribution,'' ``Issuance of Subordinated Debt,'' and 
``Prepayment of Subordinated Debt.'' 12 CFR 5.45, 5.46, 5.47, 5.55, 
5.56, 5.60, 5.61, 5.62, 5.63, 5.64, 5.65, 5.66, and 5.67.

[[Page 36187]]

     Change in Control--Any individual, group, or company that 
proposes to acquire control of a bank must submit prior notice of that 
intent to the OCC. 12 CFR 5.50.
     Change in Senior Executive Officer and Director--Whenever 
a change in control occurs, the bank must promptly report to the 
appropriate federal banking agency any changes or replacements of its 
senior executive officer or of any director occurring in the next 12-
month period. Also, prior notice and approval is required for any 
additions to the board of directors or senior executive officers if: 
The bank is not in compliance with minimum capital requirements; is 
otherwise in troubled condition; or after OCC review of the plan 
required under section 38 of the Federal Deposit Insurance Act, the OCC 
determines that prior notice is appropriate. 12 CFR 5.50(h) and 5.51.
     Director Waivers--Every national bank director must be a 
citizen of the United States and a majority of the national bank 
directors must reside in the state where the bank is located. The OCC 
may waive the requirement of citizenship for not more than a minority 
of the total number of directors and the residency requirement for a 
majority or all of the directors. A national bank may file a letter 
requesting a waiver of the citizenship or residency requirements. See 
12 U.S.C. 72.
     Change of Corporate Title and Address--OCC regulations 
require a bank that changes its corporate title or address to inform 
the OCC of that change. 12 CFR 5.42 and 5.52.
     Management Interlocks--Banks may apply to the OCC for 
exemption from the prohibitions on management interlocks that would not 
result in a monopoly or substantial lessening of competition and would 
not present safety and soundness concerns. 12 CFR 26.6.
     Customer Satisfaction Survey--This survey information is 
collected as part of the OCC's quality assurance program.
     Substantial Asset Change--OCC regulations require a bank 
to obtain prior written approval: For a change in the composition of 
all, or substantially all, of the bank's assets either through the sale 
or other disposition of assets; once having disposed of all or 
substantially all the assets, to reactivate its operations through the 
subsequent purchase, acquisition, or other expansion of its operations; 
for any other purchases, acquisitions or other expansions of operations 
that are part of a plan to increase the size of the bank by more than 
25 percent in a one year period; for any other material increase or 
decrease in the size of the bank or a material alteration in the 
composition of the types of assets or liabilities of the bank; or for 
any change in the purpose of the bank's charter. 12 CFR 5.53.

Changes to the Information Collection

    The following were updated, with burden increases only: Interagency 
Notice of Change in Control, Interagency Biographical and Financial 
Report, and Interagency Bank Merger Act Application.
    The following forms were updated with minor edits:
     Application Amendments--Updated to remove reference to 
``CAIS.''
     Authorization for Release of Information/Consent Form for 
Background Investigations--Updated to make language more clear, in 
compliance with the Fair Credit Reporting Act.
     Branches Requiring Authorization--Removed references to 
``OTS.''
     Change of Address--Added a missing check box for change in 
address of a branch.
     Other Equity Investments or Pass-Through Investments--
Corrected a typographical error.
     Individual Oath of FSA Director--Updated to correct 
typographical errors.
     Reduction of Permanent Capital/Dividends Payable in 
Property Other Than Cash--12 CFR 5.66 requires national banks to obtain 
approval before paying a dividend-in-kind. Previous revisions to the 
form inadvertently omitted applicability of the form for this use.
     Interagency Notice of Change in Director or Senior 
Executive Officer--Minor updates and further clarification of 
instructions and requirements.
    The following forms were updated to clarify the information 
requested:
     Increase in Permanent Capital Notice--Generally an FSA is 
not required to apply for an increase in capital unless the method of 
increase itself requires a filing (such as issuance of a new class of 
stock). However, in certain circumstances, a federal stock savings 
association is required to submit an application and obtain OCC 
approval. National banks are required to give notice and receive OCC 
certification.
     Interagency Biographical and Financial Report--Minor 
updates and further clarification of instructions and requirements. 
Includes additional questions typically asked during the application 
review process, such as information on lawsuits, suspensions, tax 
obligations, and liabilities.
     Interagency Notice of Change in Control--Minor updates and 
further clarification of instructions and requirements. Includes 
additional questions typically asked during the application review 
process, such as information on non-voting shares, and whether the 
applicant is joining an existing group acting in concert.
     Interagency Bank Merger Act--Updated to reflect new 
requirements under the Dodd-Frank Act, or otherwise necessary to 
evaluate statutory factors, as well as additional questions typically 
asked during the application review process. Requests financial 
projections for three years versus the current one year.
    The following forms were updated to delete requirements:
     Citizenship and Residency Waivers--Removed applicability 
to FSAs and clarified that only the biographical portion of the form is 
required.
     Commencement of Fiduciary Activities Notice, Fiduciary 
Powers After-the-Fact-Notice, Fiduciary Powers Application, and 
Surrender of Fiduciary Powers Notice--Removed requirement for a bank 
seal.

Additional Requested Items

    The following are additions to the collection that capture existing 
requirements:
     Conversion to National Bank Completion Certification and 
Conversion to FSA Completion Certification--Certification is submitted 
to indicate that all steps required to convert to a bank were taken, 
including execution of all documents required for organization, 
requisite shareholder or member approval, board of directors 
authorization, and adoption of bylaws. Upon receipt of the 
certification, the OCC issues the institution a new charter.
     Reduction of Permanent Capital and Capital Distribution--
Under 12 CFR 5.55, FSAs are required to obtain OCC approval before 
issuing a capital distribution under certain circumstances. The request 
is reviewed to determine whether the FSA's request is in accordance 
with existing statutory and regulatory criteria. The reporting 
requirements were previously included in OTS Form 1583. The new form 
was approved under OMB Control No. 1557-0338 and later merged into OMB 
Control No. 1557-0014.

Transfer of a Collection

    Investment in Bank Premises--OCC regulations require a bank to 
obtain prior approval whenever an investment in bank premises will 
cause the total investment in bank premises to exceed the amount of the 
bank's capital stock,

[[Page 36188]]

unless the bank is eligible for the premises notice process set forth 
in 12 CFR 5.37(d)(3). 12 CFR 5.37(d)(1) and 7.1000(c). This item has 
been merged into the collection covering part 7 (OMB Control No. 1557-
0204).
    Type of Review: Regular.
    Affected Public: Individuals or households; Businesses or other 
for-profit.
    Estimated Number of Respondents: 3,715.
    Estimated Total Annual Responses: 3,715.
    Frequency of Response: On occasion.
    Estimated Total Annual Burden: 12,533 hours.
    Comments submitted in response to this notice will be summarized 
and included in the request for OMB approval. All comments will become 
a matter of public record. Comments are invited on:
    (a) Whether the collection of information is necessary for the 
proper performance of the functions of the OCC, including whether the 
information has practical utility;
    (b) The accuracy of the OCC's estimate of the burden of the 
collection of information;
    (c) Ways to enhance the quality, utility, and clarity of the 
information to be collected;
    (d) Ways to minimize the burden of the collection on respondents, 
including through the use of automated collection techniques or other 
forms of information technology; and
    (e) Estimates of capital or startup costs and costs of operation, 
maintenance, and purchase of services to provide information.

    Dated: July 28, 2017.
Karen Solomon,
Deputy Chief Counsel, Office of the Comptroller of the Currency.
[FR Doc. 2017-16381 Filed 8-2-17; 8:45 am]
BILLING CODE 4810-33-P