Title 12 — Banks and BankingRelease 119-73
§24a Financial subsidiaries of national banks
Title 12 › Chapter CHAPTER 2— - NATIONAL BANKS › Subchapter SUBCHAPTER I— - ORGANIZATION AND GENERAL PROVISIONS › § 24a
Summary
A national bank may own or control a financial subsidiary only if the subsidiary does allowed financial work and follows the same rules a bank would follow for those activities. The subsidiary must do only activities that are financial or directly tied to financial work as defined under the rules, and it cannot act as an insurer or guarantee losses (except where a separate federal law allows it), issue certain taxable annuities, or do real estate development or investment unless the law clearly permits it. The bank and its insured bank affiliates must be well capitalized and well managed. All the bank’s financial subsidiaries together cannot have consolidated assets greater than the smaller of 45% of the parent bank’s assets or $50,000,000,000 (this dollar cap can be adjusted by Treasury and the Federal Reserve). The bank must meet credit-worthiness standards set by the Comptroller of the Currency unless the bank is among the 100 largest insured banks and has at least one piece of qualifying long-term unsecured debt that meets standards set by the Treasury and the Fed. The Comptroller must approve the subsidiary based only on these rules. The Treasury decides which activities count as “financial” and works with the Federal Reserve when making that decision, taking into account market and technology changes and competition. For capital rules, a bank’s equity in its financial subsidiaries is deducted from the bank’s assets and tangible equity, and the subsidiaries’ books are kept separate from the bank’s. The bank must keep good risk-management controls and policies that preserve the separate legal identity of the subsidiary. If a bank falls out of the required capital or management standards, the Comptroller will notify the bank, may require a corrective agreement within 45 days, may limit activities until fixed, and may force divestiture if problems are not fixed within 180 days. If a bank later loses required credit-worthiness, it cannot buy more equity in a financial subsidiary until it meets the standards again. Definitions in the law explain terms like “financial subsidiary,” “eligible debt,” “well capitalized,” and “well managed.”
Full Legal Text
Title 12, §24a
Banks and Banking — Source: USLM XML via OLRC
(a)(1)Subject to paragraph (2), a national bank may control a financial subsidiary, or hold an interest in a financial subsidiary.
(2)A national bank may control a financial subsidiary, or hold an interest in a financial subsidiary, only if—
(A)the financial subsidiary engages only in—
(i)activities that are financial in nature or incidental to a financial activity pursuant to subsection (b); and
(ii)activities that are permitted for national banks to engage in directly (subject to the same terms and conditions that govern the conduct of the activities by a national bank);
(B)the activities engaged in by the financial subsidiary as a principal do not include—
(i)insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death (except to the extent permitted under section 302 or 303(c) of the Gramm-Leach-Bliley Act [15 U.S.C. 6712 or 6713(c)]) or providing or issuing annuities the income of which is subject to tax treatment under section 72 of title 26;
(ii)real estate development or real estate investment activities, unless otherwise expressly authorized by law; or
(iii)any activity permitted in subparagraph (H) or (I) of section 1843(k)(4) of this title, except activities described in section 1843(k)(4)(H) of this title that may be permitted in accordance with section 122 of the Gramm-Leach-Bliley Act;
(C)the national bank and each depository institution affiliate of the national bank are well capitalized and well managed;
(D)the aggregate consolidated total assets of all financial subsidiaries of the national bank do not exceed the lesser of—
(i)45 percent of the consolidated total assets of the parent bank; or
(ii)$50,000,000,000;
(E)except as provided in paragraph (4), the national bank meets standards of credit-worthiness established by the Comptroller of the Currency or other requirement set forth in paragraph (3); and
(F)the national bank has received the approval of the Comptroller of the Currency for the financial subsidiary to engage in such activities, which approval shall be based solely upon the factors set forth in this section.
(3)(A)A national bank meets the requirements of this paragraph if the bank is one of the 100 largest insured banks and has not fewer than 1 issue of outstanding debt that meets standards of credit-worthiness or other criteria as the Secretary of the Treasury and the Board of Governors of the Federal Reserve System may jointly establish.
(B)For purposes of this paragraph, the size of an insured bank shall be determined on the basis of the consolidated total assets of the bank as of the end of each calendar year.
(4)The requirement in paragraph (2)(E) shall not apply with respect to the ownership or control of a financial subsidiary that engages in activities described in subsection (b)(1) solely as agent and not directly or indirectly as principal.
(5)Before the end of the 270-day period beginning on November 12, 1999, the Comptroller of the Currency shall, by regulation, prescribe procedures to implement this section.
(6)The dollar amount contained in paragraph (2)(D) shall be adjusted according to an indexing mechanism jointly established by regulation by the Secretary of the Treasury and the Board of Governors of the Federal Reserve System.
(7)section 1843(l)(2) of this title applies to a national bank that controls a financial subsidiary in the manner provided in that section.
(b)(1)(A)An activity shall be financial in nature or incidental to such financial activity only if—
(i)such activity has been defined to be financial in nature or incidental to a financial activity for bank holding companies pursuant to section 1843(k)(4) of this title; or
(ii)the Secretary of the Treasury determines the activity is financial in nature or incidental to a financial activity in accordance with subparagraph (B).
(B)(i)(I)The Secretary of the Treasury shall notify the Board of, and consult with the Board concerning, any request, proposal, or application under this section for a determination of whether an activity is financial in nature or incidental to a financial activity.
(II)The Secretary of the Treasury shall not determine that any activity is financial in nature or incidental to a financial activity under this section if the Board notifies the Secretary in writing, not later than 30 days after the date of receipt of the notice described in subclause (I) (or such longer period as the Secretary determines to be appropriate under the circumstances) that the Board believes that the activity is not financial in nature or incidental to a financial activity or is not otherwise permissible under this section.
(ii)(I)The Board may, at any time, recommend in writing that the Secretary of the Treasury find an activity to be financial in nature or incidental to a financial activity for purposes of this section.
(II)Not later than 30 days after the date of receipt of a written recommendation from the Board under subclause (I) (or such longer period as the Secretary of the Treasury and the Board determine to be appropriate under the circumstances), the Secretary shall determine whether to initiate a public rulemaking proposing that the subject recommended activity be found to be financial in nature or incidental to a financial activity under this section, and shall notify the Board in writing of the determination of the Secretary and, in the event that the Secretary determines not to seek public comment on the proposal, the reasons for that determination.
(2)In determining whether an activity is financial in nature or incidental to a financial activity, the Secretary shall take into account—
(A)the purposes of this Act 11 So in original. and the Gramm-Leach-Bliley Act;
(B)changes or reasonably expected changes in the marketplace in which banks compete;
(C)changes or reasonably expected changes in the technology for delivering financial services; and
(D)whether such activity is necessary or appropriate to allow a bank and the subsidiaries of a bank to—
(i)compete effectively with any company seeking to provide financial services in the United States;
(ii)efficiently deliver information and services that are financial in nature through the use of technological means, including any application necessary to protect the security or efficacy of systems for the transmission of data or financial transactions; and
(iii)offer customers any available or emerging technological means for using financial services or for the document imaging of data.
(3)The Secretary of the Treasury shall, by regulation or order and in accordance with paragraph (1)(B), define, consistent with the purposes of this Act 1 and the Gramm-Leach-Bliley Act, the following activities as, and the extent to which such activities are, financial in nature or incidental to a financial activity:
(A)Lending, exchanging, transferring, investing for others, or safeguarding financial assets other than money or securities.
(B)Providing any device or other instrumentality for transferring money or other financial assets.
(C)Arranging, effecting, or facilitating financial transactions for the account of third parties.
(c)(1)In determining compliance with applicable capital standards—
(A)the aggregate amount of the outstanding equity investment, including retained earnings, of a national bank in all financial subsidiaries shall be deducted from the assets and tangible equity of the national bank; and
(B)the assets and liabilities of the financial subsidiaries shall not be consolidated with those of the national bank.
(2)Any published financial statement of a national bank that controls a financial subsidiary shall, in addition to providing information prepared in accordance with generally accepted accounting principles, separately present financial information for the bank in the manner provided in paragraph (1).
(d)A national bank that establishes or maintains a financial subsidiary shall assure that—
(1)the procedures of the national bank for identifying and managing financial and operational risks within the national bank and the financial subsidiary adequately protect the national bank from such risks;
(2)the national bank has, for the protection of the bank, reasonable policies and procedures to preserve the separate corporate identity and limited liability of the national bank and the financial subsidiaries of the national bank; and
(3)the national bank is in compliance with this section.
(e)(1)If a national bank or insured depository institution affiliate does not continue to meet the requirements of subsection (a)(2)(C) or subsection (d), the Comptroller of the Currency shall promptly give notice to the national bank to that effect describing the conditions giving rise to the notice.
(2)Not later than 45 days after the date of receipt by a national bank of a notice given under paragraph (1) (or such additional period as the Comptroller of the Currency may permit), the national bank shall execute an agreement with the Comptroller of the Currency and any relevant insured depository institution affiliate shall execute an agreement with its appropriate Federal banking agency to comply with the requirements of subsection (a)(2)(C) and subsection (d).
(3)Until the conditions described in a notice under paragraph (1) are corrected—
(A)the Comptroller of the Currency may impose such limitations on the conduct or activities of the national bank or any subsidiary of the national bank as the Comptroller of the Currency determines to be appropriate under the circumstances and consistent with the purposes of this section; and
(B)the appropriate Federal banking agency may impose such limitations on the conduct or activities of any relevant insured depository institution affiliate or any subsidiary of the institution as such agency determines to be appropriate under the circumstances and consistent with the purposes of this section.
(4)If the conditions described in a notice to a national bank under paragraph (1) are not corrected within 180 days after the date of receipt by the national bank of the notice, the Comptroller of the Currency may require the national bank, under such terms and conditions as may be imposed by the Comptroller and subject to such extension of time as may be granted in the discretion of the Comptroller, to divest control of any financial subsidiary.
(5)In taking any action under this subsection, the Comptroller shall consult with all relevant Federal and State regulatory agencies and authorities.
(f)(1)A national bank that does not continue to meet standards of credit-worthiness established by the Comptroller of the Currency or other requirement of subsection (a)(2)(E) after acquiring or establishing a financial subsidiary shall not, directly or through a subsidiary, purchase or acquire any additional equity capital of any financial subsidiary until the bank meets such requirements.
(2)For purposes of this subsection, the term “equity capital” includes, in addition to any equity instrument, any debt instrument issued by a financial subsidiary, if the instrument qualifies as capital of the subsidiary under any Federal or State law, regulation, or interpretation applicable to the subsidiary.
(g)For purposes of this section, the following definitions shall apply:
(1)The terms “affiliate”, “company”, “control”, and “subsidiary” have the meanings given those terms in section 1841 of this title.
(2)The terms “appropriate Federal banking agency”, “depository institution”, “insured bank”, and “insured depository institution” have the meanings given those terms in section 1813 of this title.
(3)The term “financial subsidiary” means any company that is controlled by 1 or more insured depository institutions other than a subsidiary that—
(A)engages solely in activities that national banks are permitted to engage in directly and are conducted subject to the same terms and conditions that govern the conduct of such activities by national banks; or
(B)a national bank is specifically authorized by the express terms of a Federal statute (other than this section), and not by implication or interpretation, to control, such as by section 25 or 25A of the Federal Reserve Act [12 U.S.C. 601 et seq., 611 et seq.] or the Bank Service Company Act [12 U.S.C. 1861 et seq.].
(4)The term “eligible debt” means unsecured long-term debt that—
(A)is not supported by any form of credit enhancement, including a guarantee or standby letter of credit; and
(B)is not held in whole or in any significant part by any affiliate, officer, director, principal shareholder, or employee of the bank or any other person acting on behalf of or with funds from the bank or an affiliate of the bank.
(5)The term “well capitalized” has the meaning given the term in section 1831o of this title.
(6)The term “well managed” means—
(A)in the case of a depository institution that has been examined, unless otherwise determined in writing by the appropriate Federal banking agency—
(i)the achievement of a composite rating of 1 or 2 under the Uniform Financial Institutions Rating System (or an equivalent rating under an equivalent rating system) in connection with the most recent examination or subsequent review of the depository institution; and
(ii)at least a rating of 2 for management, if such rating is given; or
(B)in the case of any depository institution that has not been examined, the existence and use of managerial resources that the appropriate Federal banking agency determines are satisfactory.
Legislative History
Notes & Related Subsidiaries
Editorial Notes
References in Text
The Gramm-Leach-Bliley Act, referred to in subsecs. (a)(2)(B)(iii), (b)(2)(A), (3), is Pub. L. 106–102, Nov. 12, 1999, 113 Stat. 1338. section 122 of the Act is set out as a note under section 1843 of this title. For complete classification of this Act to the Code, see
Short Title
of 1999 Amendment note set out under section 1811 of this title and Tables. section 25 of the Federal Reserve Act, referred to in subsec. (g)(3)(B), is classified to subchapter I (§ 601 et seq.) of chapter 6 of this title. section 25A of the Federal Reserve Act is classified to subchapter II (§ 611 et seq.) of chapter 6 of this title. The Bank Service Company Act, referred to in subsec. (g)(3)(B), is Pub. L. 87–856, Oct. 23, 1962, 76 Stat. 1132, which is classified generally to chapter 18 (§ 1861 et seq.) of this title. For complete classification of this Act to the Code, see section 1861 of this title and Tables.
Prior Provisions
A prior section 5136A of the Revised Statutes was renumbered section 5136B by Pub. L. 106–102 and is classified to section 25a of this title.
Amendments
2010—Subsec. (a)(2)(E). Pub. L. 111–203, § 939(d)(1), substituted “standards of credit-worthiness established by the Comptroller of the Currency” for “any applicable rating”. Subsec. (a)(3). Pub. L. 111–203, § 939(d)(2), substituted “Requirement” for “Rating or comparable requirement” in heading. Subsec. (a)(3)(A). Pub. L. 111–203, § 939(d)(3), amended subpar. (A) generally. Prior to amendment, text read as follows: “A national bank meets the requirements of this paragraph if— “(i) the bank is 1 of the 50 largest insured banks and has not fewer than 1 issue of outstanding eligible debt that is currently rated within the 3 highest investment grade rating categories by a nationally recognized statistical rating organization; or “(ii) the bank is 1 of the second 50 largest insured banks and meets the criteria set forth in clause (i) or such other criteria as the Secretary of the Treasury and the Board of Governors of the Federal Reserve System may jointly establish by regulation and determine to be comparable to and consistent with the purposes of the rating required in clause (i).” Subsec. (f). Pub. L. 111–203, § 939(d)(4), substituted “meet standards of credit-worthiness” for “maintain public rating or” in heading. Subsec. (f)(1). Pub. L. 111–203, § 939(d)(5), substituted “standards of credit-worthiness established by the Comptroller of the Currency” for “any applicable rating”.
Statutory Notes and Related Subsidiaries
Effective Date
of 2010 Amendment Pub. L. 111–203, title IX, § 939(g), July 21, 2010, 124 Stat. 1887, provided that: “The
Amendments
made by this section [amending this section, section 1817, 1831e, and 4519 of this title, section 78c and 80a–6 of Title 15, Commerce and Trade, and section 286hh of Title 22, Foreign Relations and Intercourse] shall take effect 2 years after the date of enactment of this Act [July 21, 2010].”
Effective Date
Section effective 120 days after Nov. 12, 1999, see section 161 of Pub. L. 106–102, set out as an
Effective Date
of 1999 Amendment note under section 24 of this title.
Reference
Citations & Metadata
Citation
12 U.S.C. § 24a
Title 12 — Banks and Banking
Last Updated
Apr 6, 2026
Release point: 119-73