12 C.F.R. PART 559—SUBORDINATE ORGANIZATIONS


Title 12 - Banks and Banking


Title 12: Banks and Banking

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PART 559—SUBORDINATE ORGANIZATIONS

Section Contents
§ 559.1   What does this part cover?
§ 559.2   Definitions.

Subpart A—Regulations Applicable to Federal Savings Associations

§ 559.3   What are the characteristics of, and what requirements apply to, subordinate organizations of Federal savings associations?
§ 559.4   What activities are preapproved for service corporations?
§ 559.5   How much may a savings association invest in service corporations or lower-tier entities?

Subpart B—Regulations Applicable to All Savings Associations

§ 559.10   How must separate corporate identities be maintained?
§ 559.11   What notices are required to establish or acquire a new subsidiary or engage in new activities through an existing subsidiary?
§ 559.12   How may a subsidiary of a savings association issue securities?
§ 559.13   How may a savings association exercise its salvage power in connection with a service corporation or lower-tier entities?


Authority:  12 U.S.C. 1462, 1462a, 1463, 1464, 1828.

Source:  61 FR 66571, Dec. 18, 1996, unless otherwise noted.

§ 559.1   What does this part cover?
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(a) OTS is issuing this part 559 pursuant to its general rulemaking and supervisory authority under the Home Owners' Loan Act, 12 U.S.C. 1462 et seq., and its specific authority under section 18(m) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(m). Subpart A of this part 559 applies to subordinate organizations of federal savings associations. Subpart B of this part applies to subordinate organizations of all savings associations. OTS may, at any time, limit a savings association's investment in any of these entities, or may limit or refuse to permit any activities of any of these entities for supervisory, legal, or safety and soundness reasons.

(b) Notices under this part are applications for purposes of statutory and regulatory references to “applications.” Any conditions that OTS imposes in approving any application are enforceable as a condition imposed in writing by the OTS in connection with the granting of a request by a savings association within the meaning of 12 U.S.C. 1818(b) or 1818(i).

§ 559.2   Definitions.
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For purposes of this part:

Control has the same meaning as in part 574 of this chapter.

GAAP-consolidated subsidiary means an entity in which a savings association has a direct or indirect ownership interest and whose assets are consolidated with those of the savings association for purposes of reporting under Generally Accepted Accounting Principles (GAAP). Generally, these are entities in which a savings association has a majority ownership interest.

Lower-tier entity includes any company in which an operating subsidiary or a service corporation has a direct or indirect ownership interest.

Operating subsidiary means any entity that satisfies all of the requirements for an operating subsidiary set forth in §559.3 of this part and that is designated by the parent savings association as an operating subsidiary pursuant to §559.3 of this part. More than 50% of the voting shares of an operating subsidiary must be owned, directly or indirectly, by a federal savings association and no other person or entity may exercise effective operating control. An operating subsidiary may only engage in activities permissible for a federal savings association.

Ownership interest means any equity interest in a business organization, including stock, limited or general partnership interests, or shares in a limited liability company.

Service corporation means any entity that satisfies all of the requirements for service corporations in 12 U.S.C. 1464(c)(4)(B) and §559.3 of this part and that is designated by the investing savings association as a service corporation pursuant to §559.3 of this part. A service corporation must be organized under the laws of the state where the federal savings association's home office is located, may only be owned by savings associations with home offices in that state, and may engage in the activities identified in §§559.3(e)(2) and 559.4 of this part.

Subordinate organization means any corporation, partnership, business trust, association, joint venture, pool, syndicate, or other similar business organization in which a savings association has a direct or indirect ownership interest, unless that ownership interest qualifies as a pass-through investment pursuant to §560.32 of this chapter and is so designated by the investing savings association.

Subsidiary means any subordinate organization directly or indirectly controlled by a savings association.

Subpart A—Regulations Applicable to Federal Savings Associations
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§ 559.3   What are the characteristics of, and what requirements apply to, subordinate organizations of Federal savings associations?
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A federal savings association (“you”) that meets the requirements of this section, as detailed in the following chart, may establish, or obtain an interest in an operating subsidiary or a service corporation. For ease of reference, this section cross-references other regulations in this chapter affecting operating subsidiaries and service corporations. You should refer to those regulations for the details of how they apply. The chart also discusses the regulations that may apply to lower-tier entities in which you have an indirect ownership interest through your operating subsidiary or service corporation. The chart follows:

----------------------------------------------------------------------------------------------------------------                                              Operating subsidiary                   Service corporation----------------------------------------------------------------------------------------------------------------(a) How may a federal savings         (1) You must file a notice            (2) You must file a notice association (``you'') establish an    satisfying § 559.11. Any         satisfying § 559.11. Depending operating subsidiary or a service     finance subsidiary that existed on    upon your condition and the corporation?                          January 1, 1997 is deemed an          activities in which the service                                       operating subsidiary without          corporation will engage, §                                       further action on your part.          559.3(e)(2) may require you to file                                                                             an application.----------------------------------------------------------------------------------------------------------------(b) Who may be an owner?              (1) Anyone may have an ownership      (2) Only savings associations with                                       interest in an operating              home offices in the state where you                                       subsidiary.                           have your home office may have an                                                                             ownership interest in any service                                                                             corporation in which you invest.----------------------------------------------------------------------------------------------------------------(c) What ownership requirements       (1) You must own, directly or         (2) You are not required to have any apply?                                indirectly, more than 50% of the      particular percentage ownership                                       voting shares of the operating        interest and need not have control                                       subsidiary. No one else may           of the service corporation.                                       exercise effective operating                                       control.----------------------------------------------------------------------------------------------------------------(d) What geographic restrictions      (1) An operating subsidiary may be    (2) A service corporation must be apply?                                organized in any geographic           organized in the state where your                                       location.                             home office is located.----------------------------------------------------------------------------------------------------------------(e) What activities are permissible?  (1) After you have notified OTS in    (2)(i) If you are eligible for                                       accordance with § 559.11, an     expedited treatment under §                                       operating subsidiary may engage in    516.5 of this chapter, and notify                                       any activity that you may conduct     OTS as required by § 559.11,                                       directly. You may hold another        your service corporation may engage                                       insured depository institution as     in the preapproved activities                                       an operating subsidiary.              listed in § 559.4. You may                                                                             request OTS approval for your                                                                             service corporation to engage in                                                                             any other activity reasonably                                                                             related to the activities of                                                                             financial institutions by filing an                                                                             application in accordance with                                                                             standard treatment processing                                                                             procedures at part 516, subparts A                                                                             and E of this chapter.                                                                            (ii) If you are subject to standard                                                                             treatment under § 516.5 of                                                                             this chapter, and notify OTS as                                                                             required by § 559.11, your                                                                             service corporation may engage in                                                                             any activity that you may conduct                                                                             directly except taking deposits.                                                                             You may request OTS approval for                                                                             your service corporation to engage                                                                             in any other activity reasonably                                                                             related to the activities of                                                                             financial institutions, including                                                                             the activities set forth in §                                                                             559.4(b)-(j), by filing an                                                                             application in accordance with                                                                             standard treatment processing                                                                             procedures at part 516, subparts A                                                                             and E of this chapter.----------------------------------------------------------------------------------------------------------------(f) May the operating subsidiary or   (1)(i) An operating subsidiary may    (2) A service corporation may invest service corporation invest in lower-  itself hold an operating              in all types of lower-tier entities tier entities?                        subsidiary. Part 559 applies          as long as the lower-tier entity is                                       equally to a lower-tier operating     engaged solely in activities that                                       subsidiary. In applying the           are permissible for a service                                       regulations in this part, the         corporation. All of the                                       investing operating subsidiary        requirements of this part apply to                                       should substitute ``investing         such entities except for paragraphs                                       operating subsidiary'' wherever the   (b)(2) and (d)(2) of this section.                                       part uses ``you'' or ``savings                                       association.''                                      (ii) An operating subsidiary may                                       also invest in other types of lower-                                       tier entities. These entities must                                       comply with all of the requirements                                       of this part 559 that apply to                                       service corporations except for                                       paragraphs (b)(2) and (d)(2) of                                       this section.----------------------------------------------------------------------------------------------------------------(g) How much may a federal savings    (1) There are no limits on the        (2) Section 559.5 limits your association invest?                   amount you may invest in your         aggregate investments in service                                       operating subsidiaries, either        corporations and indicates when                                       separately or in the aggregate.       your investments (both debt and                                                                             equity) in lower-tier entities must                                                                             be aggregated with your investments                                                                             in service corporations.----------------------------------------------------------------------------------------------------------------(h) Do federal statutes and           (1) Unless otherwise specifically     (2) (i) If the federal statute or regulations that apply to the         provided by statute, regulation, or   regulation specifically refers to savings association apply?            OTS policy, all federal statutes      ``service corporation,'' it applies                                       and regulations apply to operating    to all service corporations, even                                       subsidiaries in the same manner as    if you do not control the service                                       they apply to you. You and your       corporation or it is not a GAAP-                                       operating subsidiary are generally    consolidated subsidiary.                                       consolidated and treated as a unit   (ii) If the federal statute or                                       for statutory and regulatory          regulation refers to                                       purposes.                             ``subsidiary,'' it applies only to                                                                             service corporations that you                                                                             directly or indirectly control.----------------------------------------------------------------------------------------------------------------(i) Do the investment limits that     (1) Your assets and those of your     (2) Your service corporation's apply to federal savings              operating subsidiary are aggregated   assets are not subject to the same associations (HOLA section 5(c) and   when calculating investment           investment limitations that apply part 560 of this chapter) apply?      limitations.                          to you. The investment activities                                                                             of your service corporation are                                                                             governed by paragraph (e)(2) of                                                                             this section and § 559.4.----------------------------------------------------------------------------------------------------------------(j) How does the capital regulation   (1) Your assets and those of your     (2) The capital treatment of a (part 567 of this chapter) apply?     operating subsidiary are              service corporation depends upon                                       consolidated for all capital          whether it is an includable                                       purposes.                             subsidiary. That determination is                                                                             based upon factors set forth in                                                                             part 567 of this chapter, including                                                                             your percentage ownership of the                                                                             service corporation and the                                                                             activities in which the service                                                                             corporation engages. Both debt and                                                                             equity investments in service                                                                             corporations that are GAAP-                                                                             consolidated subsidiaries are                                                                             considered investments in                                                                             subsidiaries for purposes of the                                                                             capital regulation, regardless of                                                                             the authority under which they are                                                                             made.----------------------------------------------------------------------------------------------------------------(k) How does the loans-to-one-        (1) The LTOB regulation does not      (2) The LTOB regulation does not borrower (LTOB) regulation (§    apply to loans from you to your       apply to loans from you to your 560.93 of this chapter) apply?        operating subsidiary or loans from    service corporation or from your                                       your operating subsidiary to you.     service corporation to you.                                       Other loans made by your operating    However, § 559.5 imposes                                       subsidiary are aggregated with your   restrictions on the amount of loans                                       loans for LTOB purposes.              you may make to certain service                                                                             corporations. Loans made by a                                                                             service corporation that you                                                                             control to entities other than you                                                                             or your subordinate organizations                                                                             are aggregated with your loans for                                                                             LTOB purposes.----------------------------------------------------------------------------------------------------------------(l) How do the transactions with      (1) Section 563.41 of this chapter    (2) Section 563.41 of this chapter affiliates (TWA) regulations          explains how TWA applies.             explains how TWA applies. (§ 563.41 of this chapter)       Generally, an operating subsidiary    Generally, a service corporation is apply?                                is not an affiliate, unless it is a   not an affiliate, unless it is a                                       depository institution; is directly   depository institution; is directly                                       controlled by another affiliate of    controlled by another affiliate of                                       the savings association or by         the savings association or by                                       shareholders that control the         shareholders that control the                                       savings association; or is an         savings association; or is an                                       employee stock option plan, trust,    employee stock option plan, trust,                                       or similar organization that exists   or similar organization that exists                                       for the benefit of shareholders,      for the benefit of shareholders,                                       partners, members, or employees of    partners, members, or employees of                                       the savings association or an         the savings association or an                                       affiliate. A non-affiliate            affiliate. If a savings association                                       operating subsidiary is treated as    directly or indirectly controls a                                       a part of the savings association     service corporation and the service                                       and its transactions with             corporation is not otherwise an                                       affiliates of the savings             affiliate under § 563.41 of                                       association are aggregated with       this chapter, the service                                       those of the savings association      corporation is treated as a part of                                                                             the savings association and its                                                                             transactions with affiliates of the                                                                             savings association are aggregated                                                                             with those of the savings                                                                             association.----------------------------------------------------------------------------------------------------------------(m) How does the Qualified Thrift     (1) Under 12 U.S.C. 1467a(m)(5), you  (2) Under 12 U.S.C. 1467a(m)(5), you Lender (QTL) (12 U.S.C. 1467a(m))     may determine whether to              may determine whether to test apply?                           consolidate the assets of a           consolidate the assets of a                                       particular operating subsidiary for   particular service corporation for                                       purposes of calculating your          purposes of calculating your                                       qualified thrift investments. If      qualified thrift investments. If a                                       the operating subsidiary's assets     service corporation's assets are                                       are not consolidated with yours for   not consolidated with yours for                                       that purpose, your investment in      that purpose, your investment in                                       the operating subsidiary will be      the service corporation will be                                       considered in calculating your        considered in calculating your                                       qualified thrift investments.         qualified thrift investments.----------------------------------------------------------------------------------------------------------------(n) Does state law apply?             (1) State law applies to operating    (2) State law applies to service                                       subsidiaries only to the extent it    corporations regardless of whether                                       applies to you.                       it applies to you, except where                                                                             there is a conflict with federal                                                                             law.----------------------------------------------------------------------------------------------------------------(o) May OTS conduct examinations?     (1) An operating subsidiary is        (2) A service corporation is subject                                       subject to examination by OTS.        to examination by OTS.----------------------------------------------------------------------------------------------------------------(p) What must be done to redesignate  (1) Before redesignating an           (2) Before redesignating a service an operating subsidiary as a          operating subsidiary as a service     corporation as an operating service corporation or a service      corporation, you should consult       subsidiary, you should consult with corporation as an operating           with the OTS Regional Director for    the OTS Regional Director for the subsidiary?                           the Region in which your home         Region in which your home office is                                       office is located. You must           located. You must maintain adequate                                       maintain adequate internal records,   internal records, available for                                       available for examination by OTS,     examination by OTS, demonstrating                                       demonstrating that the redesignated   that the redesignated operating                                       service corporation meets all of      subsidiary meets all of the                                       the applicable requirements of this   applicable requirements of this                                       part and that your board of           part and that your board of                                       directors has approved the            directors has approved the                                       redesignation.                        redesignation.----------------------------------------------------------------------------------------------------------------(q) What are the consequences of      (1) If an operating subsidiary, or    (2) If a service corporation, or any failing to comply with the            any lower-tier entity in which the    lower-tier entity in which the requirements of this part?            operating subsidiary invests          service corporation invests                                       pursuant to paragraph (f)(1) of       pursuant to paragraph (f)(2) of                                       this section fails to meet any of     this section, fails to meet any of                                       the requirements of this section,     the requirements of this section,                                       you must notify OTS. Unless           you must notify OTS. Unless                                       otherwise advised by OTS, if the      otherwise advised by OTS, if the                                       company cannot comply within 90       company cannot comply within 90                                       days with all of the requirements     days with all of the requirements                                       for either an operating subsidiary    for either an operating subsidiary                                       or a service corporation under this   or a service corporation under this                                       section, or any other investment      section, or any other investment                                       authorized by 12 U.S.C. 1464(c) or    authorized by 12 U.S.C. 1464(c) or                                       part 560 of this chapter, you must    part 560 of this chapter, you must                                       promptly dispose of your              promptly dispose of your                                       investment.                           investment.----------------------------------------------------------------------------------------------------------------

[61 FR 66571, Dec. 18, 1996, as amended at 62 FR 66262, Dec. 18, 1997; 63 FR 65683, Nov. 30, 1998; 66 FR 13006, Mar. 2, 2001; 67 FR 77916, Dec. 20, 2002; 67 FR 78152, Dec. 23, 2002; 68 FR 57796, Oct. 7, 2003]

§ 559.4   What activities are preapproved for service corporations?
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This section sets forth the activities that have been preapproved for service corporations. Section 559.3(e)(2) of this part sets forth the procedures for engaging in a broader scope of activities on a case-by-case basis. You should read these two sections together to determine whether you must file a notice with OTS under §559.11 of this part, or whether you must file an application under part 516 of this chapter and receive prior written OTS approval for your service corporation to engage in a particular activity. To the extent permitted by §559.3(e)(2) of this part, a service corporation may engage in the following activities:

(a) Any activity that all federal savings associations may conduct directly, except taking deposits.

(b) Business and professional services. The following services are preapproved for service corporations only when they are limited to financial documents or financial clients or are generally finance-related:

(1) Accounting or internal audit;

(2) Advertising, marketing research and other marketing;

(3) Clerical;

(4) Consulting;

(5) Courier;

(6) Data processing;

(7) Data storage facilities operation and related services;

(8) Office supplies, furniture, and equipment purchasing and distribution;

(9) Personnel benefit program development or administration;

(10) Printing and selling forms that require Magnetic Ink Character Recognition (MICR) encoding;

(11) Relocation of personnel;

(12) Research studies and surveys;

(13) Software development and systems integration; and

(14) Remote service unit operation, leasing, ownership or establishment.

(c) Credit-related activities.

(1) Abstracting;

(2) Acquiring and leasing personal property;

(3) Appraising;

(4) Collection agency;

(5) Credit analysis;

(6) Check or credit card guaranty and verification;

(7) Escrow agent or trustee (under deeds of trust, including executing and deliverance of conveyances, reconveyances and transfers of title); and

(8) Loan inspection.

(d) Consumer services.

(1) Financial advice or consulting;

(2) Foreign currency exchange;

(3) Home ownership counseling;

(4) Income tax return preparation;

(5) Postal services;

(6) Stored value instrument sales;

(7) Welfare benefit distribution;

(8) Check printing and related services; and

(9) Remote service unit operation, leasing, ownership, or establishment.

(e) Real estate related services.

(1) Acquiring real estate for prompt development or subdivision, for construction of improvements, for resale or leasing to others for such construction, or for use as manufactured home sites, in accordance with a prudent program of property development;

(2) Acquiring improved real estate or manufactured homes to be held for rental or resale, for remodeling, renovating, or demolishing and rebuilding for sale or rental, or to be used for offices and related facilities of a stockholder of the service corporation;

(3) Maintaining and managing real estate; and

(4) Real estate brokerage for property owned by a savings association that owns capital stock of the service corporation, the service corporation, or a lower-tier entity in which the service corporation invests.

(f) Securities activities, liquidity management, and coins.

(1) Execution of transactions in securities on an agency or riskless principal basis solely upon the order and for the account of customers or the provision of investment advice. The service corporation must register with the Securities and Exchange Commission and State securities regulators, as required by applicable Federal and State law and regulations.

(2) Liquidity management;

(3) Issuing notes, bonds, debentures, or other obligations or securities;

(4) Purchase or sale of coins issued by the U.S. Treasury.

(g) Investments. (1) Tax-exempt bonds used to finance residential real property for family units;

(2) Tax-exempt obligations of public housing agencies used to finance housing projects with rental assistance subsidies;

(3) Small business investment companies and new markets venture capital companies licensed by the U.S. Small Business Administration;

(4) Rural business investment companies; and

(5) Investing in savings accounts of an investing thrift.

(h) Community development and charitable activities:

(1) Investments in governmentally insured, guaranteed, subsidized or otherwise sponsored programs for housing, small farms, or businesses that are local in character;

(2) Investments designed primarily to promote the public welfare, including the welfare of low- and moderate-income communities or families (such as providing housing, services, or jobs);

(3) Investments in low-income housing tax credit and new markets tax credit projects and entities authorized by statute (e.g., community development financial institutions) to promote community, inner city, and community development purposes; and

(4) Establishing a corporation that is recognized by the Internal Revenue Service as organized for charitable purposes under 26 U.S.C. 501(c)(3) of the Internal Revenue Code and making a reasonable contribution to capitalize it, provided that the corporation engages exclusively in activities designed to promote the well-being of communities in which the owners of the service corporation operate.

(i) Activities conducted on behalf of a customer on an other than “as principal” basis.

(j) Activities reasonably incident to those listed in paragraphs (a) through (i) of this section if the service corporation engages in those activities.

[61 FR 66571, Dec. 18, 1996, as amended by 66 FR 13007, Mar. 2, 2001; 66 FR 65824, Dec. 21, 2001; 69 FR 68249, Nov. 24, 2004; 70 FR 76675, Dec. 28, 2005]

§ 559.5   How much may a savings association invest in service corporations or lower-tier entities?
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The amount that a federal savings association (“you”) may invest in a service corporation or any lower-tier entity depends upon several factors. These include your total assets, your capital, the purpose of the investment, and your ownership interest in the service corporation or entity.

(a) Under section 5(c)(4)(B) of the HOLA, you may invest up to 3% of your assets in the capital stock, obligations, and other securities of service corporations. Any investment you make under this paragraph that would cause your investment, in the aggregate, to exceed 2% of your assets must serve primarily community, inner city, or community development purposes. You must designate the investments serving those purposes, which include:

(1) Investments in governmentally insured, guaranteed, subsidized or otherwise sponsored programs for housing, small farms, or businesses that are local in character;

(2) Investments for the preservation or revitalization of either urban or rural communities;

(3) Investments designed to meet the community development needs of, and primarily benefit, low- and moderate-income communities; or

(4) Other community, inner city, or community development-related investments approved by OTS.

(b) In addition to the amounts you may invest under paragraph (a) of this section, and to the extent that you have authority under other provisions of section 5(c) of the HOLA and part 560 of this chapter, and available capacity within any applicable investment limits, you may make loans to any service corporation and any lower-tier entity, subject to the following conditions:

(1) You and your GAAP-consolidated subsidiaries may, in the aggregate, make loans of up to 15% of your capital as defined in §567.5(c) of this chapter to each subordinate organization that does not qualify as a GAAP-consolidated subsidiary. All loans made under this paragraph (b)(1) may not, in the aggregate, exceed 50% of your total capital, as defined in §567.5(c) of this chapter.

(2) The Regional Director may limit the amount of loans to a GAAP-consolidated subsidiary, or may adjust the limits set forth in paragraph (b)(1) of this section where safety and soundness considerations warrant such action.

(c) For purposes of this section, the terms “loans” and “obligations” include all loans and other debt instruments (except accounts payable incurred in the ordinary course of business and paid within 60 days) and all guarantees or take-out commitments of such loans or debt instruments.

Subpart B—Regulations Applicable to All Savings Associations
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§ 559.10   How must separate corporate identities be maintained?
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(a) Each savings association and subordinate organization thereof must be operated in a manner that demonstrates to the public that each maintains a separate corporate existence. Each must operate so that:

(1) Their respective business transactions, accounts, and records are not intermingled;

(2) Each observes the formalities of their separate corporate procedures;

(3) Each is adequately financed as a separate unit in light of normal obligations reasonably foreseeable in a business of its size and character;

(4) Each is held out to the public as a separate enterprise; and

(5) Unless the parent savings association has guaranteed a loan to the subordinate organization, all borrowings by the subordinate organization indicate that the parent is not liable.

(b) OTS regulations that apply both to savings associations and subordinate organizations shall not be construed as requiring a savings association and its subordinate organizations to operate as a single entity.

§ 559.11   What notices are required to establish or acquire a new subsidiary or engage in new activities through an existing subsidiary?
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When required by section 18(m) of the Federal Deposit Insurance Act, a savings association (“you”) must file a notice (“Notice”) under part 516, subpart A of this chapter at least 30 days before establishing or acquiring a subsidiary or engaging in new activities in a subsidiary. The Notice must contain all of the information the Federal Deposit Insurance Corporation (FDIC) requires under 12 CFR 362.15. Providing OTS with a copy of the notice you file with the FDIC will satisfy this requirement. If OTS notifies you within 30 days that the Notice presents supervisory concerns, or raises significant issues of law or policy, you must apply for and receive OTS's prior written approval under the standard treatment processing procedures at part 516, subpart A and E of this chapter before establishing or acquiring the subsidiary or engaging in new activities in the subsidiary.

[61 FR 66571, Dec. 18, 1996, as amended at 64 FR 69185, Dec. 10, 1999; 66 FR 13007, Mar. 2, 2001]

§ 559.12   How may a subsidiary of a savings association issue securities?
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(a) A subsidiary may issue, either directly or through a third party intermediary, any securities that its parent savings association (“you”) may issue. The subsidiary must not state or imply that the securities it issues are covered by federal deposit insurance. A subsidiary may not issue any security the payment, maturity, or redemption of which may be accelerated upon the condition that you are insolvent or have been placed into receivership.

(b) You must file a notice with OTS in accordance with §559.11 of this part at least 30 days before your first issuance of any securities through an existing subsidiary or in conjunction with establishing or acquiring a new subsidiary. If OTS notifies you within 30 days that the notice presents supervisory concerns or raises significant issues of law or policy, you must receive OTS's prior written approval before issuing securities through your subsidiary.

(c) For as long as any securities are outstanding, you must maintain all records generated through each securities issuance in the ordinary course of business, including a copy of any prospectus, offering circular, or similar document concerning such issuance, and make such records available for examination by OTS. Such records must include, but are not limited to:

(1) The amount of your assets or liabilities (including any guarantees you make with respect to the securities issuance) that have been transferred or made available to the subsidiary; the percentage that such amount represents of the current book value of your assets on an unconsolidated basis; and the current book value of all such assets of the subsidiary;

(2) The terms of any guarantee(s) issued by you or any third party;

(3) A description of the securities the subsidiary issued;

(4) The net proceeds from the issuance of securities (or the pro rata portion of the net proceeds from securities issued through a jointly owned subsidiary); the gross proceeds of the securities issuance; and the market value of assets collateralizing the securities issuance (any assets of the subsidiary, including any guarantees of its securities issuance you have made);

(5) The interest or dividend rates and yields, or the range thereof, and the frequency of payments on the subsidiary's securities;

(6) The minimum denomination of the subsidiary's securities; and

(7) Where the subsidiary marketed or intends to market the securities.

[61 FR 66571, Dec. 18, 1996, as amended at 69 FR 68249, Nov. 24, 2004]

§ 559.13   How may a savings association exercise its salvage power in connection with a service corporation or lower-tier entities?
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(a) In accordance with this section, a savings association (“you”) may exercise your salvage power to make a contribution or a loan (including a guarantee of a loan made by any other person) to your service corporation or lower-tier entity (“salvage investment”) that exceeds the maximum amount otherwise permitted under law or regulation. You must notify OTS at least 30 days before making such a salvage investment. This notice must demonstrate that:

(1) The salvage investment protects your interest in the service corporation or lower-tier entity;

(2) The salvage investment is consistent with safety and soundness; and

(3) You considered alternatives to the salvage investment and determined that such alternatives would not adequately satisfy paragraphs (a)(1) and (a)(2) of this section.

(b) If OTS notifies you within 30 days that the Notice presents supervisory concerns, or raises significant issues of law or policy, you must apply for and receive OTS's prior written approval under the standard treatment processing procedures at part 516, subparts A and E of this chapter before making a salvage investment.

(c) If your service corporation or lower-tier entity is a GAAP-consolidated subsidiary, your salvage investment under this section will be considered an investment in a subsidiary for purposes of part 567 of this chapter.

[61 FR 66571, Dec. 18, 1996, as amended at 66 FR 13007, Mar. 2, 2001]

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