Banking in the Ninth

Pre-Filing Application Process

Applications Filing Tips - September 2012

Published September 1, 2012  | September 2012 issue

The Federal Reserve recently announced a process to review submitted information prior to the filing of a formal application or notice. The optional “pre-filing” process, outlined in Supervisory letter SR 12-12 allows Federal Reserve staff to provide feedback on potential issues relating to acquisitions or other proposals.

The pre-filing process provides an opportunity for an applicant to receive feedback on specific potential issues in a proposal and may enable an applicant to address such matters in a final filing. As such, we believe the pre-filing process would particularly benefit applicants whose proposals involve complex ownership or capital structures, for example, those involving limited liability companies, limited partnerships or significant amounts of nonvoting or preferred stock. Such proposals can raise control issues as well as safety and soundness concerns. Pre-filing reviews will also be beneficial for addressing questions as to which individuals would be required to join a control group as part of the filing of a notice under the Change in Bank Control Act. Likewise, it would be useful for determining whether an entity such as a trust that proposes to acquire shares of a banking organization would be considered a “company” and potentially a bank holding company under relevant law.

Pre-filings involving Ninth District institutions should be submitted to the Applications section of the Federal Reserve Bank of Minneapolis. Depending on the nature of the inquiry and the issues raised, the length of the pre-filing review will vary. Submitters of pre-filings will be contacted upon completion of the review, but no later than 60 days after we receive the pre-filing.

We encourage applicants to review SR 12-12 for a complete description of the pre-filing process and the Federal Reserve’s expectations. Questions pertaining to the pre-filing process can be directed to staff of the Applications section. Contact information is available here.