§ 1841. — Definitions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC1841]
TITLE 12--BANKS AND BANKING
CHAPTER 17--BANK HOLDING COMPANIES
Sec. 1841. Definitions
(a)(1) Except as provided in paragraph (5) of this subsection,
``bank holding company'' means any company which has control over any
bank or over any company that is or becomes a bank holding company by
virtue of this chapter.
(2) Any company has control over a bank or over any company if--
(A) the company directly or indirectly or acting through one or
more other persons owns, controls, or has power to vote 25 per
centum or more of any class of voting securities of the bank or
company;
(B) the company controls in any manner the election of a
majority of the directors or trustees of the bank or company; or
(C) the Board determines, after notice and opportunity for
hearing, that the company directly or indirectly exercises a
controlling influence over the management or policies of the bank or
company.
(3) For the purposes of any proceeding under paragraph (2)(C) of
this subsection, there is a presumption that any company which directly
or indirectly owns, controls, or has power to vote less than 5 per
centum of any class of voting securities of a given bank or company does
not have control over that bank or company.
(4) In any administrative or judicial proceeding under this chapter,
other than a proceeding under paragraph (2)(C) of this subsection, a
company may not be held to have had control over any given bank or
company at any given time unless that company, at the time in question,
directly or indirectly owned, controlled, or had power to vote 5 per
centum or more of any class of voting securities of the bank or company,
or had already been found to have control in a proceeding under
paragraph (2)(C).
(5) Notwithstanding any other provision of this subsection--
(A) No bank and no company owning or controlling voting shares
of a bank is a bank holding company by virtue of its ownership or
control of shares in a fiduciary capacity, except as provided in
paragraphs (2) and (3) of subsection (g) of this section. For the
purpose of the preceding sentence, bank shares shall not be deemed
to have been acquired in a fiduciary capacity if the acquiring bank
or company has sole discretionary authority to exercise voting
rights with respect thereto; except that this limitation is
applicable in the case of a bank or company acquiring such shares
prior to December 31, 1970, only if the bank or company has the
right consistent with its obligations under the instrument,
agreement, or other arrangement establishing the fiduciary
relationship to divest itself of such voting rights and fails to
exercise that right to divest within a reasonable period not to
exceed one year after December 31, 1970.
(B) No company is a bank holding company by virtue of its
ownership or control of shares acquired by it in connection with its
underwriting of securities if such shares are held only for such
period of time as will permit the sale thereof on a reasonable
basis.
(C) No company formed for the sole purpose of participating in a
proxy solicitation is a bank holding company by virtue of its
control of voting rights of shares acquired in the course of such
solicitation.
(D) No company is a bank holding company by virtue of its
ownership or control of shares acquired in securing or collecting a
debt previously contracted in good faith, until two years after the
date of acquisition. The Board is authorized upon application by a
company to extend, from time to time for not more than one year at a
time, the two-year period referred to herein for disposing of any
shares acquired by a company in the regular course of securing or
collecting a debt previously contracted in good faith, if, in the
Board's judgment, such an extension would not be detrimental to the
public interest, but no such extension shall in the aggregate exceed
three years.
(E) No company is a bank holding company by virtue of its
ownership or control of any State-chartered bank or trust company
which--
(i) is wholly owned by 1 or more thrift institutions or
savings banks; and
(ii) is restricted to accepting--
(I) deposits from thrift institutions or savings banks;
(II) deposits arising out of the corporate business of
the thrift institutions or savings banks that own the bank
or trust company; or
(III) deposits of public moneys.
(F) No trust company or mutual savings bank which is an insured
bank under the Federal Deposit Insurance Act [12 U.S.C. 1811 et
seq.] is a bank holding company by virtue of its direct or indirect
ownership or control of one bank located in the same State, if (i)
such ownership or control existed on December 31, 1970, authorized
by applicable State law, and (ii) the trust company or mutual
savings bank does not after that date acquire an interest in any
company that, together with any other interest it holds in that
company, will exceed 5 per centum of any class of the voting shares
of that company, except that this limitation shall not be applicable
to investments of the trust company or mutual savings bank, direct
and indirect, which are otherwise in accordance with the limitations
applicable to national banks under section 24 of this title.
(6) For the purposes of this chapter, any successor to a bank
holding company shall be deemed to be a bank holding company from the
date on which the predecessor company became a bank holding company.
(b) ``Company'' means any corporation, partnership, business trust,
association, or similar organization, or any other trust unless by its
terms it must terminate within twenty-five years or not later than
twenty-one years and ten months after the death of individuals living on
the effective date of the trust but shall not include any corporation
the majority of the shares of which are owned by the United States or by
any State, and shall not include a qualified family partnership.
``Company covered in 1970'' means a company which becomes a bank holding
company as a result of the enactment of the Bank Holding Company Act
Amendments of 1970 and which would have been a bank holding company on
June 30, 1968, if those amendments had been enacted on that date.
(c) Bank Defined.--For purposes of this chapter--
(1) In general.--Except as provided in paragraph (2), the term
``bank'' means any of the following:
(A) An insured bank as defined in section 3(h) of the
Federal Deposit Insurance Act [12 U.S.C. 1813(h)].
(B) An institution organized under the laws of the United
States, any State of the United States, the District of
Columbia, any territory of the United States, Puerto Rico, Guam,
American Samoa, or the Virgin Islands which both--
(i) accepts demand deposits or deposits that the
depositor may withdraw by check or similar means for payment
to third parties or others; and
(ii) is engaged in the business of making commercial
loans.
(2) Exceptions.--The term ``bank'' does not include any of the
following:
(A) A foreign bank which would be a bank within the meaning
of paragraph (1) solely because such bank has an insured or
uninsured branch in the United States.
(B) An insured institution (as defined in subsection (j) of
this section).
(C) An organization that does not do business in the United
States except as an incident to its activities outside the
United States.
(D) An institution that functions solely in a trust or
fiduciary capacity, if--
(i) all or substantially all of the deposits of such
institution are in trust funds and are received in a bona
fide fiduciary capacity;
(ii) no deposits of such institution which are insured
by the Federal Deposit Insurance Corporation are offered or
marketed by or through an affiliate of such institution;
(iii) such institution does not accept demand deposits
or deposits that the depositor may withdraw by check or
similar means for payment to third parties or others or make
commercial loans; and
(iv) such institution does not--
(I) obtain payment or payment related services from
any Federal Reserve bank, including any service referred
to in section 11A of the Federal Reserve Act [12 U.S.C.
248a]; or
(II) exercise discount or borrowing privileges
pursuant to section 19(b)(7) of the Federal Reserve Act
[12 U.S.C. 461(b)(7)].
(E) A credit union (as described in section 19(b)(1)(A)(iv)
of the Federal Reserve Act [12 U.S.C. 461(b)(1)(A)(iv)]).
(F) An institution, including an institution that accepts
collateral for extensions of credit by holding deposits under
$100,000, and by other means which--
(i) engages only in credit card operations;
(ii) does not accept demand deposits or deposits that
the depositor may withdraw by check or similar means for
payment to third parties or others;
(iii) does not accept any savings or time deposit of
less than $100,000;
(iv) maintains only one office that accepts deposits;
and
(v) does not engage in the business of making commercial
loans.
(G) An organization operating under section 25 or section
25(a) \1\ of the Federal Reserve Act.
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\1\ See References in Text note below.
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(H) An industrial loan company, industrial bank, or other
similar institution which is--
(i) an institution organized under the laws of a State
which, on March 5, 1987, had in effect or had under
consideration in such State's legislature a statute which
required or would require such institution to obtain
insurance under the Federal Deposit Insurance Act [12 U.S.C.
1811 et seq.]--
(I) which does not accept demand deposits that the
depositor may withdraw by check or similar means for
payment to third parties;
(II) which has total assets of less than
$100,000,000; or
(III) the control of which is not acquired by any
company after August 10, 1987; or
(ii) an institution which does not, directly,
indirectly, or through an affiliate, engage in any activity
in which it was not lawfully engaged as of March 5, 1987,
except that this subparagraph shall cease to apply to any
institution which permits any overdraft (including any intraday
overdraft), or which incurs any such overdraft in such
institution's account at a Federal Reserve bank, on behalf of an
affiliate if such overdraft is not the result of an inadvertent
computer or accounting error that is beyond the control of both
the institution and the affiliate, or that is otherwise
permissible for a bank controlled by a company described in
section 1843(f)(1) of this title.
(I) The Investors Fiduciary Trust Company, located in Kansas
City, Missouri, so long as such institution--
(i) engages only in trust, fiduciary, and agency
activities in which it was lawfully engaged on March 5,
1987;
(ii) engages in such activities only at the same number
of locations at which such activities were conducted on such
date;
(iii) does not accept demand deposits other than demand
deposits which are maintained by such institution in--
(I) a trust or fiduciary capacity;
(II) the institution's capacity as a custodian or as
a paying, transfer, shareholder servicing, securities
clearing, escrow, or dividend disbursing agent; or
(III) any capacity which is incidental to the trust
or fiduciary activities of the institution;
(iv) does not engage in the business of making
commercial loans;
(v) does not exercise discount or borrowing privileges
pursuant to section 19(b)(7) of the Federal Reserve Act [12
U.S.C. 461(b)(7)]; and
(vi) is not directly or indirectly controlled by any
company other than a company which directly or indirectly
controlled such institution on March 5, 1987.
(J) A savings bank (as defined in section 3(g) of the
Federal Deposit Insurance Act [12 U.S.C. 1813(g)]) which--
(i) is an insured bank (as defined in section 3(h) of
such Act [12 U.S.C. 1813(h)]);
(ii) is a subsidiary of the Great Western Financial
Corporation as a result of an approval in writing by the
State bank supervisor of the State of New York before June
30, 1987;
(iii) meets or exceeds the investment requirements which
an insured institution must meet in order to be a qualified
thrift lender under section 1730a(o) \1\ of this title; and
(iv) does not, directly, or through insurance products
such savings bank receives from or provides to the Great
Western Financial Corporation, engage in the sale or
underwriting of insurance,
except that this subparagraph shall cease to apply with respect
to such savings bank or any successor institution if any
deposits of any other subsidiary or affiliate of the Great
Western Financial Corporation which are subject to an assessment
of an insurance premium under subsection (b) or (c) of section
1727 \1\ of this title are, directly or indirectly by any device
whatsoever, transferred to or acquired by such savings bank or
any successor institution which would have the effect of
materially reducing such premium assessments. The exemption
provided by this subparagraph shall cease to apply if Great
Western Financial Corporation uses such savings bank or any
successor institution as a vehicle to move such Corporation from
Federal Savings and Loan Insurance Corporation insurance to
Federal Deposit Insurance Corporation insurance.
(3) District bank.--The term ``District bank'' means any bank
operating under the Code of Law for the District of Columbia.
(d) ``Subsidiary'', with respect to a specified bank holding
company, means (1) any company 25 per centum or more of whose voting
shares (excluding shares owned by the United States or by any company
wholly owned by the United States) is directly or indirectly owned or
controlled by such bank holding company, or is held by it with power to
vote; (2) any company the election of a majority of whose directors is
controlled in any manner by such bank holding company; or (3) any
company with respect to the management of policies of which such bank
holding company has the power, directly or indirectly, to exercise a
controlling influence, as determined by the Board, after notice and
opportunity for hearing.
(e) The term ``successor'' shall include any company which acquires
directly or indirectly from a bank holding company shares of any bank,
when and if the relationship between such company and the bank holding
company is such that the transaction effects no substantial change in
the control of the bank or beneficial ownership of such shares of such
bank. The Board may, by regulation, further define the term
``successor'' to the extent necessary to prevent evasion of the purposes
of this chapter.
(f) ``Board'' means the Board of Governors of the Federal Reserve
System.
(g) For the purposes of this chapter--
(1) shares owned or controlled by any subsidiary of a bank
holding company shall be deemed to be indirectly owned or controlled
by such bank holding company; and
(2) shares held or controlled directly or indirectly by trustees
for the benefit of (A) a company, (B) the shareholders or members of
a company, or (C) the employees (whether exclusively or not) of a
company, shall be deemed to be controlled by such company.
(h)(1) Except as provided by paragraph (2), the application of this
chapter and of section 371c of this title shall not be affected by the
fact that a transaction takes place wholly or partly outside the United
States or that a company is organized or operates outside the United
States.
(2) Except as provided in paragraph (3), the prohibitions of section
1843 of this title shall not apply to shares of any company organized
under the laws of a foreign country (or to shares held by such company
in any company engaged in the same general line of business as the
investor company or in a business related to the business of the
investor company) that is principally engaged in business outside the
United States if such shares are held or acquired by a bank holding
company organized under the laws of a foreign country that is
principally engaged in the banking business outside the United States.
For the purpose of this subsection, the term ``section 2(h)(2) company''
means any company whose shares are held pursuant to this paragraph.
(3) Nothing in paragraph (2) authorizes a section 2(h)(2) company to
engage in (or acquire or hold more than 5 percent of the outstanding
shares of any class of voting securities of a company engaged in) any
banking, securities, insurance, or other financial activities, as
defined by the Board, in the United States. This paragraph does not
prohibit a section 2(h)(2) company from holding shares that were
lawfully acquired before August 10, 1987.
(4) No domestic office or subsidiary of a bank holding company or
subsidiary thereof holding shares of a section 2(h)(2) company may
extend credit to a domestic office or subsidiary of such section 2(h)(2)
company on terms more favorable than those afforded similar borrowers in
the United States.
(5) No domestic banking office or bank subsidiary of a bank holding
company that controls a section 2(h)(2) company may offer or market
products or services of such section 2(h)(2) company, or permit its
products or services to be offered or marketed by or through such
section 2(h)(2) company, unless such products or services were being so
offered or marketed as of March 5, 1987, and then only in the same
manner in which they were being offered or marketed as of that date.
(i) Thrift Institution.--For purposes of this chapter, the term
``thrift institution'' means--
(1) any domestic building and loan or savings and loan
association;
(2) any cooperative bank without capital stock organized and
operated for mutual purposes and without profit;
(3) any Federal savings bank; and
(4) any State-chartered savings bank the holding company of
which is registered pursuant to section 1730a \2\ of this title.
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\2\ See References in Text note below.
(j) Definition of Savings Associations and Related Term.--The term
``savings association'' or ``insured institution'' means--
(1) any Federal savings association or Federal savings bank;
(2) any building and loan association, savings and loan
association, homestead association, or cooperative bank if such
association or cooperative bank is a member of the Savings
Association Insurance Fund; and
(3) any savings bank or cooperative bank which is deemed by the
Director of the Office of Thrift Supervision to be a savings
association under section 1467a(l) of this title.
(k) Affiliate.--For purposes of this chapter, the term ``affiliate''
means any company that controls, is controlled by, or is under common
control with another company.
(l) Savings Bank Holding Company.--For purposes of this chapter, the
term ``savings bank holding company'' means any company which controls
one or more qualified savings banks if the aggregate total assets of
such savings banks constitute, upon formation of the holding company and
at all times thereafter, at least 70 percent of the total assets of such
company.
(m) Qualified Savings Bank.--For purposes of this chapter, the term
``qualified savings bank''--
(1) means any savings bank (as defined in section 3(g) of the
Federal Deposit Insurance Act [12 U.S.C. 1813(g)]) which was
organized on or before March 5, 1987; and
(2) includes any cooperative bank that is an insured bank (as
defined in section 3(h) of the Federal Deposit Insurance Act [12
U.S.C. 1813(h)]) and any interim savings bank that is established to
facilitate a corporate reorganization, or the formation of a holding
company, involving a savings bank described in paragraph (1).
(n) Incorporated Definitions.--For purposes of this chapter, the
terms ``depository institution'', ``insured depository institution'',
``appropriate Federal banking agency'', ``default'', ``in danger of
default'', and ``State bank supervisor'' have the same meanings as in
section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813].
(o) Other Definitions.--For purposes of this chapter, the following
definitions shall apply:
(1) Capital terms.--
(A) Insured depository institutions.--With respect to
insured depository institutions, the terms ``well capitalized'',
``adequately capitalized'', and ``undercapitalized'' have the
same meanings as in section 38 of the Federal Deposit Insurance
Act [12 U.S.C. 1831o].
(B) Bank holding company.--
(i) Adequately capitalized.--With respect to a bank
holding company, the term ``adequately capitalized'' means a
level of capitalization which meets or exceeds all
applicable Federal regulatory capital standards.
(ii) Well capitalized.--A bank holding company is ``well
capitalized'' if it meets the required capital levels for
well capitalized bank holding companies established by the
Board.
(C) Other capital terms.--The terms ``Tier 1'' and ``risk-
weighted assets'' have the meanings given those terms in the
capital guidelines or regulations established by the Board for
bank holding companies.
(2) Antitrust laws.--Except as provided in section 1849 of this
title, the term ``antitrust laws''--
(A) has the same meaning as in subsection (a) of section 12
of title 15; and
(B) includes section 45 of title 15 to the extent that such
section 45 relates to unfair methods of competition.
(3) Branch.--The term ``branch'' means a domestic branch (as
defined in section 3 of the Federal Deposit Insurance Act [12 U.S.C.
1813]).
(4) Home state.--The term ``home State'' means--
(A) with respect to a national bank, the State in which the
main office of the bank is located;
(B) with respect to a State bank, the State by which the
bank is chartered; and
(C) with respect to a bank holding company, the State in
which the total deposits of all banking subsidiaries of such
company are the largest on the later of--
(i) July 1, 1966; or
(ii) the date on which the company becomes a bank
holding company under this chapter.
(5) Host state.--The term ``host State'' means--
(A) with respect to a bank, a State, other than the home
State of the bank, in which the bank maintains, or seeks to
establish and maintain, a branch; and
(B) with respect to a bank holding company, a State, other
than the home State of the company, in which the company
controls, or seeks to control, a bank subsidiary.
(6) Out-of-state bank.--The term ``out-of-State bank'' means,
with respect to any State, a bank whose home State is another State.
(7) Out-of-state bank holding company.--The term ``out-of-State
bank holding company'' means, with respect to any State, a bank
holding company whose home State is another State.
(8) Lead insured depository institutions.--
(A) In general.--The term ``lead insured depository
institution'' means the largest insured depository institution
controlled by the subject bank holding company at any time,
based on a comparison of the average total risk-weighted assets
controlled by each insured depository institution during the
previous 12-month period.
(B) Branch or agency.--For purposes of this paragraph and
section 1843(j)(4) of this title, the term ``insured depository
institution'' includes any branch or agency operated in the
United States by a foreign bank.
(9) Well managed.--The term ``well managed'' means--
(A) in the case of any company or depository institution
which receives examinations, the achievement of--
(i) a CAMEL composite rating of 1 or 2 (or an equivalent
rating under an equivalent rating system) in connection with
the most recent examination or subsequent review of such
company or institution; and
(ii) at least a satisfactory rating for management, if
such rating is given; or
(B) in the case of a company or depository institution that
has not received an examination rating, the existence and use of
managerial resources which the Board determines are
satisfactory.
(10) Qualified family partnership.--The term ``qualified family
partnership'' means a general or limited partnership that the Board
determines--
(A) does not directly control any bank, except through a
registered bank holding company;
(B) does not control more than 1 registered bank holding
company;
(C) does not engage in any business activity, except
indirectly through ownership of other business entities;
(D) has no investments other than those permitted for a bank
holding company pursuant to section 1843(c) of this title;
(E) is not obligated on any debt, either directly or as a
guarantor;
(F) has partners, all of whom are either--
(i) individuals related to each other by blood, marriage
(including former marriage), or adoption; or
(ii) trusts for the primary benefit of individuals
related as described in clause (i); and
(G) has filed with the Board a statement that includes--
(i) the basis for the eligibility of the partnership
under subparagraph (F);
(ii) a list of the existing activities and investments
of the partnership;
(iii) a commitment to comply with this paragraph;
(iv) a commitment to comply with section 7 of the
Federal Deposit Insurance Act [12 U.S.C. 1817] with respect
to any acquisition of control of an insured depository
institution occurring after September 30, 1996; and
(v) a commitment to be subject, to the same extent as if
the qualified family partnership were a bank holding
company--
(I) to examination by the Board to assure compliance
with this paragraph; and
(II) to section 8 of the Federal Deposit Insurance
Act [12 U.S.C. 1818].
(p) Financial Holding Company.--For purposes of this chapter, the
term ``financial holding company'' means a bank holding company that
meets the requirements of section 1843(l)(1) of this title.
(q) Insurance Company.--For purposes of sections 1843 and 1844 of
this title, the term ``insurance company'' includes any person engaged
in the business of insurance to the extent of such activities.
(May 9, 1956, ch. 240, Sec. 2, 70 Stat. 133; Pub. L. 89-485, Secs. 1-6,
July 1, 1966, 80 Stat. 236, 237; Pub. L. 91-607, title I, Sec. 101, Dec.
31, 1970, 84 Stat. 1760; Pub. L. 95-188, title III, Sec. 301(b), Nov.
16, 1977, 91 Stat. 1389; Pub. L. 95-369, Sec. 8(e), Sept. 17, 1978, 92
Stat. 623; Pub. L. 97-320, title I, Sec. 118(b), title III, Sec. 333,
title IV, Sec. 404(d)(1), Oct. 15, 1982, 96 Stat. 1479, 1504, 1512; Pub.
L. 100-86, title I, Sec. 101(a), (e), title II, Sec. 205(a), Aug. 10,
1987, 101 Stat. 554, 562, 584; Pub. L. 101-73, title VI, Sec. 602(a),
Aug. 9, 1989, 103 Stat. 409; Pub. L. 103-328, title I, Sec. 101(c),
Sept. 29, 1994, 108 Stat. 2341; Pub. L. 104-208, div. A, title II,
Secs. 2207, 2208(b), 2304(b), 2610, 2704(d)(17), Sept. 30, 1996, 110
Stat. 3009-406, 3009-408, 3009-425, 3009-475, 3009-495; Pub. L. 106-102,
title I, Secs. 103(c)(1), 107(c), 119, title VII, Sec. 724, Nov. 12,
1999, 113 Stat. 1351, 1359, 1373, 1471.)
References in Text
This chapter, referred to in subsecs. (a)(1), (4), (c), and (g) to
(p), was in the original ``this Act'', meaning act May 9, 1956, ch. 240,
70 Stat. 133, as amended, known as the Bank Holding Company Act of 1956,
which enacted this chapter and sections 1101 to 1103 of Title 26,
Internal Revenue Code, and enacted provisions set out as notes under
this section. For complete classification of this Act to the Code, see
Short Title note set out below and Tables.
The Federal Deposit Insurance Act, referred to in subsecs. (a)(5)(F)
and (c)(2)(H)(i), is act Sept. 21, 1950, ch. 967, Sec. 2, 64 Stat. 873,
as amended, which is classified generally to chapter 16 (Sec. 1811 et
seq.) of this title. For complete classification of this Act to the
Code, see Short Title note set out under section 1811 of this title and
Tables.
Enactment of the Bank Holding Company Act Amendments of 1970,
referred to in subsec. (b), means enactment of Pub. L. 91-607, on Dec.
31, 1970. For classification of Pub. L. 91-607, see Short Title of 1970
Amendment note below.
Section 25 of the Federal Reserve Act, referred to in subsec.
(c)(2)(G), is classified to subchapter I (Sec. 601 et seq.) of chapter 6
of this title. Section 25(a) of the Federal Reserve Act, which is
classified to subchapter II (Sec. 611 et seq.) of chapter 6 of this
title, was renumbered section 25A of that act by Pub. L. 102-242, title
I, Sec. 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.
Sections 1727 and 1730a of this title, referred to in subsecs.
(c)(2)(J) and (i)(4), were repealed by Pub. L. 101-73, title IV,
Sec. 407, Aug. 9, 1989, 103 Stat. 363.
A section 2(h)(2) company, referred to in subsec. (h)(3) to (5), is
defined in subsec. (h)(2) of this section.
Amendments
1999--Subsec. (a)(5)(E)(i). Pub. L. 106-102, Sec. 724, inserted ``1
or more'' before ``thrift institutions''.
Subsec. (c)(2)(H). Pub. L. 106-102, Sec. 107(c), inserted ``, or
that is otherwise permissible for a bank controlled by a company
described in section 1843(f)(1) of this title'' before period at end of
concluding provisions.
Subsec. (n). Pub. L. 106-102, Sec. 103(c)(1)(A), inserted ``
`depository institution','' after ``the terms''.
Subsec. (o)(1)(A). Pub. L. 106-102, Sec. 119, substituted ``section
38'' for ``section 38(b)''.
Subsecs. (p), (q). Pub. L. 106-102, Sec. 103(c)(1)(B), added
subsecs. (p) and (q).
1996--Subsec. (b). Pub. L. 104-208, Sec. 2610(1), inserted ``, and
shall not include a qualified family partnership'' after ``by any
State''.
Subsec. (c)(2)(F). Pub. L. 104-208, Sec. 2304(b), inserted ``,
including an institution that accepts collateral for extensions of
credit by holding deposits under $100,000, and by other means'' after
``An institution'' in introductory provisions.
Subsec. (g)(3). Pub. L. 104-208, Sec. 2207, struck out par. (3)
which read as follows: ``shares transferred after January 1, 1966, by
any bank holding company (or by any company which, but for such
transfer, would be a bank holding company) directly or indirectly to any
transferee that is indebted to the transferor, or has one or more
officers, directors, trustees, or beneficiaries in common with or
subject to control by the transferor, shall be deemed to be indirectly
owned or controlled by the transferor unless the Board, after
opportunity for hearing, determines that the transferor is not in fact
capable of controlling the transferee.''
Subsec. (j)(2). Pub. L. 104-208, Sec. 2704(d)(17), which directed
substitution of ``Deposit Insurance Fund'' for ``Savings Association
Insurance Fund'', was not executed. See Effective Date of 1996 Amendment
note below.
Subsec. (o)(1). Pub. L. 104-208, Sec. 2208(b)(1), added heading and
text of par. (1) and struck out heading and text of former par. (1).
Text read as follows: ``The term `adequately capitalized' means a level
of capitalization which meets or exceeds all applicable Federal
regulatory capital standards.''
Subsec. (o)(8), (9). Pub. L. 104-208, Sec. 2208(b)(2), added pars.
(8) and (9).
Subsec. (o)(10). Pub. L. 104-208, Sec. 2610(2), added par. (10).
1994--Subsecs. (n), (o). Pub. L. 103-328 added subsecs. (n) and (o).
1989--Subsec. (j). Pub. L. 101-73 amended subsec. (j) generally,
substituting provisions defining ``saving association'' or ``insured
institution'' for provisions defining ``insured institution''.
1987--Subsec. (a)(5)(E). Pub. L. 100-86, Sec. 101(e), amended
subpar. (E) generally. Prior to amendment, subpar. (E) read as follows:
``No company is a bank holding company by virtue of its ownership or
control of any State chartered bank or trust company which is wholly
owned by thrift institutions and which restricts itself to the
acceptance of deposits from thrift institutions, deposits arising out of
the corporate business of its owners, and deposits of public moneys.''
Subsec. (c). Pub. L. 100-86, Sec. 101(a)(1), amended subsec. (c)
generally. Prior to amendment, subsec. (c) read as follows: `` `Bank'
means any institution organized under the laws of the United States, any
State of the United States, the District of Columbia, any territory of
the United States, Puerto Rico, Guam, American Samoa, or the Virgin
Islands, except an institution the accounts of which are insured by the
Federal Savings and Loan Insurance Corporation or an institution
chartered by the Federal Home Loan Bank Board, which (1) accepts
deposits that the depositor has a legal right to withdraw on demand, and
(2) engages in the business of making commercial loans. Such term does
not include any organization operating under section 25 or section 25
(a) of the Federal Reserve Act, or any organization which does not do
business within the United States except as an incident to its
activities outside the United States. `District bank' means any bank
organized or operating under the Code of Law for the District of
Columbia. The term `bank' also includes a State chartered bank or a
national banking association which is owned exclusively (except to the
extent directors' qualifying shares are required by law) by other
depository institutions or by a bank holding company which is owned
exclusively by other depository institutions and is organized to engage
exclusively in providing services for other depository institutions and
their officers, directors, and employees.''
Subsec. (h)(2). Pub. L. 100-86, Sec. 205(a), added par. (2) and
struck out former par. (2) which read as follows: ``The prohibitions of
section 1843 of this title shall not apply to shares of any company
organized under the laws of a foreign country (or to shares held by such
company in any company engaged in the same general line of business as
the investor company or in a business related to the business of the
investor company) that is principally engaged in business outside the
United States if such shares are held or acquired by a bank holding
company organized under the laws of a foreign country that is
principally engaged in the banking business outside the United States,
except that (1) such exempt foreign company (A) may engage in or hold
shares of a company engaged in the business of underwriting, selling or
distributing securities in the United States only to the extent that a
bank holding company may do so under this chapter and under regulations
or orders issued by the Board under this chapter, and (B) may engage in
the United States in any banking or financial operations or types of
activities permitted under section 1843(c)(8) of this title or in any
order or regulation issued by the Board under such section only with the
Board's prior approval under that section, and (2) no domestic office or
subsidiary of a bank holding company or subsidiary thereof holding
shares of such company may extend credit to a domestic office or
subsidiary of such exempt company on terms more favorable than those
afforded similar borrowers in the United States.''
Subsec. (h)(3) to (5). Pub. L. 100-86, Sec. 205(a), added pars. (3)
to (5).
Subsec. (i). Pub. L. 100-86, Sec. 101(a)(2), amended subsec. (i)
generally. Prior to amendment, subsec. (i) read as follows: ``The term
`thrift institution' means (1) a domestic building and loan or savings
and loan association, (2) a cooperative bank without capital stock
organized and operated for mutual purposes and without profit, (3) a
mutual savings bank not having capital stock represented by shares or
(4) a Federal savings bank.''
Subsecs. (j) to (m). Pub. L. 100-86, Sec. 101(a)(3), added subsecs.
(j) to (m).
1982--Subsec. (c). Pub. L. 97-320, Sec. 404(d)(1), inserted
references to State chartered banks and national banking associations as
being included in definition of ``bank''.
Pub. L. 97-320, Sec. 333, excepted from term ``bank'' an institution
the accounts of which are insured by the Federal Savings and Loan
Insurance Corporation or an institution chartered by the Federal Home
Loan Bank Board.
Subsec. (i)(4). Pub. L. 97-320, Sec. 118(b), added cl. (4).
1978--Subsec. (h). Pub. L. 95-369 designated existing provisions as
par. (1), substituted ``Except as provided by paragraph (2), the
application'' for ``The application''; struck out a proviso holding the
prohibitions of section 1843 not applicable to shares of any company
organized under the laws of a foreign country not doing business within
the United States, if such shares are held or acquired by a bank holding
company principally engaged in banking business outside the United
States; and added par. (2).
1977--Subsec. (a)(5)(D). Pub. L. 95-188 authorized the Board to
extend the time for disposition of acquired shares for not more than one
year at a time and three years in the aggregate.
1970--Subsec. (a). Pub. L. 91-607, Sec. 101(a), in revising the
provisions, added par. (1) definition of bank holding company;
incorporated provisions of former cl. (1) in provisions designated as
par. (2)(A), inserting text respecting company acting through one or
more other persons, substituting ``power to vote'' for ``holds with
power to vote'' and provision for voting of any class of voting
securities of the bank or company for prior provision for voting of
voting shares of each of two or more banks; incorporated former
provisions of former cl. (2) in provisions designated as par. (2)(B),
providing for election of trustees and substituting bank or company for
directors of each of two or more banks designated cl. (A) as par.
(5)(A), inserting provision that acquisition of shares shall not be
deemed acquisition of shares in a fiduciary capacity if the banks or
company has sole discretionary authority to exercise voting rights with
respect thereto, and making such limitation applicable to bank or
company acquiring the shares prior to Dec. 31, 1970, where there is
right of divestiture of voting rights and there is a failure to exercise
that right within reasonable time not exceeding one year after Dec. 31,
1970; incorporated former cls. (B) and (C) in provisions designated as
pars. (5)(B) and (C); added par. (5)(D) to (F); and designated
concluding part of first sentence as par. (6), substituting ``from the
date on which'' for ``from the date as of which''.
Subsec. (b). Pub. L. 91-607, Sec. 101(b), redefined term ``company''
to include ``partnership'', which has been expressly excluded, and
inserted definition of ``company covered in 1970''.
Subsec. (c). Pub. L. 91-607, Sec. 101(c), redefined term ``bank'' to
mean any institution organized under Federal, State, District of
Columbia, etc., laws, designated existing provisions as cl. (1), added
cl. (2), and excepted from exclusion from such term an organization
which does business within the United States as an incident to its
activities outside the United States.
Subsec. (d)(3). Pub. L. 91-607, Sec. 101(d), added cl. (3).
Subsec. (i). Pub. L. 91-607, Sec. 101(e), added subsec. (i).
1966--Subsec. (a). Pub. L. 89-485, Sec. 1, struck out provision
placing within the classification of bank holding company any company
for the benefit of whose shareholders or members 25 per centum or more
of the voting shares of each of two or more banks or a bank holding
company is held by trustees, struck out provision exempting from
classification as bank holding companies any companies that are
registered under the Investment Company Act of 1940, and were so
registered prior to May 15, 1955 (or which is affiliated with any such
company in such manner as to constitute an affiliated company within the
meaning of that Act), unless that company (or affiliated company), as
the case may be, directly owns 25 per centum or more of the voting
shares of each of two or more banks, struck out provision exempting from
classification as bank holding companies any companies having 80 per
centum or more of their total assets composed of holdings in the field
of agriculture, substituted voting shares for shares in the description
of the securities the ownership or control of which, in a fiduciary
capacity, would be exempted from causing the formation of a bank holding
company, added ``company'' to ``bank'' as the business entities eligible
for the fiduciary ownership exemption, and inserted reference in the
fiduciary ownership exemption to pars. (2) and (3) of subsec. (g) of
this section.
Subsec. (b). Pub. L. 89-485, Sec. 2, exempted from definition of
``company'' any trust which by its terms must terminate within twenty-
five years or not later than twenty-one years and ten months after the
death of individuals living on the effective date of the trust, and
struck out the exemption formerly granted to nonprofit religious,
charitable, and educational organizations.
Subsec. (c). Pub. L. 89-485, Sec. 3, substituted ``any institution
that accepts deposits that the depositor has a legal right to withdraw
on demand'' for ``any national banking institution or any state bank,
savings bank, or trust company'' in the definition of ``bank'' and
extended the exemption for foreign banking corporations to include
``agreement'' foreign banking corporations under section 25 of the
Federal Reserve Act.
Subsec. (d). Pub. L. 89-485, Sec. 4, inserted provision relating to
indirect ownership or control and the holding of power to vote to direct
ownership or control as the methods by which the holding of 25 per
centum or more of voting shares in a company will qualify that company
as a subsidiary, and struck out provisions under which any company 25
per centum or more of whose voting shares are held by trustees for the
benefit of the shareholders or members of a bank holding company
qualifies as a subsidiary.
Subsec. (g). Pub. L. 89-485, Secs. 5, 6, substituted provisions
setting out treatment to be accorded shares owned or controlled by
subsidiaries of bank holding companies, shares held or controlled by
trustees for the benefit of companies, shareholders or members of
companies, and employees of companies, and shares transferred after
January 1, 1966, by bank holding companies to transferees that are
indebted to the transferor or have one or more officers, directors,
trustees, or beneficiaries in common with the transferor for provisions
defining ``agriculture''.
Subsec. (h). Pub. L. 89-485, Sec. 6, added subsec. (h).
Effective Date of 1999 Amendment
Amendment by sections 103(c)(1), 107(c), and 119 of Pub. L. 106-102
effective 120 days after Nov. 12, 1999, see section 161 of Pub. L. 106-
102, set out as a note under section 24 of this title.
Effective Date of 1996 Amendment
Amendment by section 2704(d)(17) of Pub. L. 104-208 effective Jan.
1, 1999, if no insured depository institution is a savings association
on that date, see section 2704(c) of Pub. L. 104-208, set out as a note
under section 1821 of this title.
Effective Date of 1994 Amendment
Amendment by Pub. L. 103-328 effective at end of 1-year period
beginning on Sept. 29, 1994, see section 101(e) of Pub. L. 103-328, set
out as a note under section 1828 of this title.
Short Title of 1988 Amendment
Pub. L. 100-418, title III, Sec. 3401, Aug. 23, 1988, 102 Stat.
1384, provided that: ``This subtitle [subtitle E (Secs. 3401, 3402) of
title III of Pub. L. 100-418, amending section 1843 of this title] may
be cited as the `Export Trading Company Act Amendments of 1988'.''
Short Title of 1982 Amendment
Pub. L. 97-290, title II, Sec. 201, Oct. 8, 1982, 96 Stat. 1235,
provided that: ``This title [enacting section 635a-4 of this title,
amending sections 372 and 1843 of this title, and enacting provisions
set out as notes under section 1843 of this title] may be cited as the
`Bank Export Services Act'.''
Short Title of 1970 Amendment
Section 1 of Pub. L. 91-607 provided: ``That this Act [enacting
chapter 22 (Sec. 1971 et seq.) and section 1850 of this title and
sections 324b and 324c of former Title 31, Money and Finance, amending
sections 1841 to 1843 and 1849 of this title and sections 324, 391 of
former Title 31, repealing sections 316 and 458 of former Title 31,
enacting provisions set out as notes under sections 317e and 391 of
former Title 31, and amending provisions set out as a note under section
405a-1 of former Title 31] may be cited as the `Bank Holding Company Act
Amendments of 1970'.''
Short Title
Section 1 of act May 9, 1956, provided: ``That this Act [enacting
this chapter and sections 1101 to 1103 of Title 26, Internal Revenue
Code] may be cited as the `Bank Holding Company Act of 1956'.''
Separability
Section 12 of act May 9, 1956, provided that: ``If any provision of
this Act [enacting this chapter and sections 1101 to 1103 of Title 26,
Internal Revenue Code], or the application of such provision to any
person or circumstance, shall be held invalid, the remainder of the Act,
and the application of such provision to persons or circumstances other
than those to which it is held invalid, shall not be affected thereby.''
Transfer of Functions
Federal Savings and Loan Insurance Corporation abolished and
functions transferred, see sections 401 to 406 of Pub. L. 101-73, set
out as a note under section 1437 of this title.
Transitional Rule for 1987 Amendment
Section 101(h) of Pub. L. 100-86 provided that:
``(1) Delay in application of amendment to certain institutions.--
If--
``(A) on March 5, 1987, an institution was not a bank (as
defined in section 2(c) of the Bank Holding Company Act of 1956 [12
U.S.C. 1841(c)]), as in effect on such date; and
``(B) any person which had a controlling interest in such
institution on March 5, 1987, made a public announcement before such
date that the transfer or other disposition of such person's
controlling interest in such institution was being considered,
the institution shall not become a bank (for purposes of the Bank
Holding Company Act of 1956 [12 U.S.C. 1841 et seq.]) due to the
amendment made to such section 2(c) by this section before the date on
which such institution fails to meet any requirement of paragraph (2).
``(2) Requirements for application of subsection.--This subsection
shall not apply with respect to any institution described in paragraph
(1) unless--
``(A) the transfer or other disposition of the controlling
interest referred to in such paragraph is completed, or an agreement
to make such transfer or other disposition is in effect (or is
subject only to final approval by the appropriate Federal and State
regulatory agencies), before the end of the 180-day period beginning
on the date of the enactment of this title [Aug. 10, 1987];
``(B) a written notice by the person acquiring a controlling
interest in such institution (pursuant to the transfer or other
disposition described in subparagraph (A)) of such person's
intention to operate such institution as an institution described in
section 2(c)(2)(F) of the Bank Holding Company Act of 1956, as in
effect after the enactment of this title is filed with the Board
before the end of the 7-day period beginning on the later of the
date of such transfer (or other disposition) or the date of the
enactment of this title; and
``(C) the operation of such institution as an institution
described in such section 2(c)(2)(F) begins before the end of the
180-day period beginning on the date the transfer (or other
disposition) described in subparagraph (A) is completed.
``(3) Controlling interest.--For purposes of this subsection, a
person has a controlling interest in any institution if such person
controls--
``(A) such institution; or
``(B) any company which controls such institution,
as determined in accordance with the provisions of subsections (b) and
(g) of section 2 of the Bank Holding Company Act of 1956.''
Moratorium on Certain Nonbanking Activities
Pub. L. 100-86, title II, Secs. 201-203, Aug. 10, 1987, 101 Stat.
581-584, provided for the period of Mar. 6, 1987, to Mar. 1, 1988, a
moratorium on certain nonbanking activities, including expansion of
activities of foreign banks and authority of Federal banking agencies to
authorize or allow certain security, insurance, or real estate
activities.
Section Referred to in Other Sections
This section is referred to in sections 24a, 72, 248, 375b, 619,
1441a, 1467a, 1813, 1818, 1820a, 1823, 1831o, 1831u, 1834a, 1835a, 1842,
1843, 1971, 2903, 3101, 3102, 3106, 3401, 3413, 4702 of this title;
title 7 sections 1a, 2, 2016; title 15 sections 78c, 78q, 80a-10, 1639,
6713, 6716; title 26 sections 304, 864.
