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Code of Federal Regulations (Last Updated: May 6, 2024) |
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Title 12 - Banks and Banking |
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Chapter V - Office of Thrift Supervision, Department of the Treasury |
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Part 563b - Conversions from Mutual to Stock Form |
| § 563b.1 - Scope of part. |
| § 563b.2 - Definitions. |
| § 563b.5 - What does this part do? |
| § 563b.10 - May I form a holding company as part of my conversion? |
| § 563b.15 - May I form a charitable organization as part of my conversion? |
| § 563b.20 - May I acquire another insured stock depository institution as part of my conversion? |
| § 563b.25 - What definitions apply to this part? |
| Subpart A - Standard Conversions |
| § 563b.3 - General principles for conversions. |
| § 563b.4 - Notice of filing; public statements; confidentiality. |
| § 563b.6 - Vote by members. |
| § 563b.7 - Pricing and sale of securities. |
| § 563b.8 - Procedural requirements. |
| § 563b.9 - Conversion of a savings association in connection with the formation of a holding company. |
| § 563b.11 - Convenience and needs considerations. |
| Offering Circular |
| § 563b.300 - What must happen before OTS declares my offering circular effective? |
| § 563b.305 - When may I distribute the offering circular? |
| § 563b.310 - When must I file a post-effective amendment to the offering circular? |
| Filing Requirements |
| § 563b.150 - What must I include in my application for conversion? |
| § 563b.155 - How do I file my application for conversion? |
| § 563b.160 - May I keep portions of my application for conversion confidential? |
| § 563b.165 - How do I amend my application for conversion? |
| Completion of the Offering |
| § 563b.400 - When must I complete the sale of my stock? |
| § 563b.405 - How do I extend the offering period? |
| Vote by Members |
| § 563b.225 - Must I submit the plan of conversion to my members for approval? |
| § 563b.230 - Who is eligible to vote? |
| § 563b.235 - How must I notify my members of the meeting? |
| § 563b.240 - What must I submit to OTS after the members' meeting? |
| Prior to Conversion |
| § 563b.100 - What must I do before a conversion? |
| § 563b.105 - What information must I include in my business plan? |
| § 563b.110 - Who must review my business plan? |
| § 563b.115 - How will OTS review my business plan? |
| § 563b.120 - May I discuss my plans to convert with others? |
| Completion of the Conversion |
| § 563b.420 - When must I complete my conversion? |
| § 563b.425 - Who may terminate the conversion? |
| § 563b.430 - What happens to my old charter? |
| § 563b.435 - What happens to my corporate existence after conversion? |
| § 563b.440 - What voting rights must I provide to stockholders after the conversion? |
| § 563b.445 - What must I provide my savings account holders? |
| Offers and Sales of Stock |
| § 563b.320 - Who has priority to purchase my conversion shares? |
| § 563b.325 - When may I offer to sell my conversion shares? |
| § 563b.330 - How do I price my conversion shares? |
| § 563b.335 - How do I sell my conversion shares? |
| § 563b.340 - What sales practices are prohibited? |
| § 563b.345 - How may a subscriber pay for my conversion shares? |
| § 563b.350 - Must I pay interest on payments for conversion shares? |
| § 563b.355 - What subscription rights must I give to each eligible account holder and each supplemental eligible account holder? |
| § 563b.360 - Are my officers, directors, and their associates eligible account holders? |
| § 563b.365 - May other voting members purchase conversion shares in the conversion? |
| § 563b.370 - Does OTS limit the aggregate purchases by officers, directors, and their associates? |
| § 563b.375 - How do I allocate my conversion shares if my shares are oversubscribed? |
| § 563b.380 - May my employee stock ownership plan purchase conversion shares? |
| § 563b.385 - May I impose any purchase limitations? |
| § 563b.390 - Must I provide a purchase preference to persons in my local community? |
| § 563b.395 - What other conditions apply when I offer conversion shares in a community offering, a public offering, or both? |
| Liquidation Account |
| § 563b.450 - What is a liquidation account? |
| § 563b.455 - What is the initial balance of the liquidation account? |
| § 563b.460 - How do I determine the initial balances of liquidation sub-accounts? |
| § 563b.465 - Do account holders retain any voting rights based on their liquidation sub-accounts? |
| § 563b.470 - Must I adjust liquidation sub-accounts? |
| § 563b.475 - What is a liquidation? |
| § 563b.480 - Does the liquidation account affect my net worth? |
| § 563b.485 - What provision must I include in my new federal charter? |
| Contributions to Charitable Organizations |
| § 563b.550 - May I donate conversion shares or conversion proceeds to a charitable organization? |
| § 563b.555 - How do my members approve a charitable contribution? |
| § 563b.560 - How much may I contribute to a charitable organization? |
| § 563b.565 - What must the charitable organization include in its organizational documents? |
| § 563b.570 - How do I address conflicts of interest involving my directors? |
| § 563b.575 - What other requirements apply to charitable organizations? |
| OTS Review of the Application for Conversion |
| § 563b.200 - What actions may OTS take on my application? |
| § 563b.205 - May a court review OTS's final action on my conversion? |
| Plan of Conversion |
| § 563b.125 - Must my board of directors adopt a plan of conversion? |
| § 563b.130 - What must I include in my plan of conversion? |
| § 563b.135 - How do I notify my members that my board of directors approved a plan of conversion? |
| § 563b.140 - May I amend my plan of conversion? |
| Post-Conversion |
| § 563b.500 - What management stock benefit plans may I implement? |
| § 563b.505 - May my directors, officers, and their associates freely trade shares? |
| § 563b.510 - May I repurchase shares after conversion? |
| § 563b.515 - What information must I provide to OTS before I repurchase my shares? |
| § 563b.520 - May I declare or pay dividends after I convert? |
| § 563b.525 - Who may acquire my shares after I convert? |
| § 563b.530 - What other requirements apply after I convert? |
| Notice of Filing of Application and Comment Process |
| § 563b.180 - How do I notify the public that I filed an application for conversion? |
| § 563b.185 - How may a person comment on my application for conversion? |
| Proxy Solicitation |
| § 563b.250 - Who must comply with these proxy solicitation provisions? |
| § 563b.255 - What must the form of proxy include? |
| § 563b.260 - May I use previously executed proxies? |
| § 563b.265 - How may I use proxies executed under this part? |
| § 563b.270 - What must I include in my proxy statement? |
| § 563b.275 - How do I file revised proxy materials? |
| § 563b.280 - Must I mail a member's proxy solicitation material? |
| § 563b.285 - What solicitations are prohibited? |
| § 563b.290 - What will OTS do if a solicitation violates these prohibitions? |
| § 563b.295 - Will OTS require me to re-solicit proxies? |
| Subpart B - Voluntary Supervisory Conversions |
| § 563b.600 - What does this subpart do? |
| § 563b.605 - How may I conduct a voluntary supervisory conversion? |
| § 563b.610 - Do my members have rights in a voluntary supervisory conversion? |
| Plan of Supervisory Conversion |
| § 563b.650 - What must I include in my plan of voluntary supervisory conversion? |
| Offers and Sales of Stock |
| § 563b.680 - How do I sell my shares? |
| Post-Conversion |
| § 563b.690 - Who may not acquire additional shares after the voluntary supervisory conversion? |
| Eligibility |
| § 563b.625 - When is a savings association eligible for a voluntary supervisory conversion? |
| § 563b.630 - When is a state-chartered savings bank eligible for a voluntary supervisory conversion? |
| Voluntary Supervisory Conversion Application |
| § 563b.660 - What must I include in my voluntary supervisory conversion application? |
| OTS Review of the Voluntary Supervisory Conversion Application |
| § 563b.670 - Will OTS approve my voluntary supervisory conversion application? |
| § 563b.675 - What conditions will OTS impose on an approval? |
| Subpart C - Voluntary Supervisory Stock Conversions |
| § 563b.21 - Voluntary supervisory conversions. |
| § 563b.22 - Purpose of subpart. |
| § 563b.23 - Authorization of supervisory conversions. |
| § 563b.24 - Qualification for supervisory conversion of SAIF-insured associations. |
| § 563b.26 - Viability of converted savings association. |
| § 563b.27 - Application for voluntary supervisory stock conversion. |
| § 563b.28 - Liquidation account. |
| § 563b.29 - Procedural requirements. |
| § 563b.30 - Conditions of approval. |
| § 563b.31 - Sale of conversion stock. |
| § 563b.32 - Expenses. |
| § 563b.33 - Employment contracts. |
| Subpart E - Forms |
| § 563b.101 - Form PS—Proxy Statements. |
| § 563b.102 - Form OC—Offering Circulars. |