Fed Reserve Tweaks Rules for Mutual Holding Companies
Published Date: 8/4/2026
Proposed Rule
Summary
The Board invites comment on a notice of proposed rulemaking (proposal) to modernize the regulatory framework applicable to mutual holding companies (MHCs), primarily through proposed revisions to Regulation MM (12 CFR part 239), which governs the formation, operations, activities, and conversion of savings and loan holding companies in mutual form. The proposal would amend Regulation MM by, among other things, eliminating certain dividend waiver requirements, reducing burden associated with conversions from mutual-to-stock form, revising certain post-conversion restrictions, eliminating the requirement that subsidiary holding companies of MHCs obtain federal charters, and revising and clarifying other provisions of the regulation. The proposal also would amend the capital rule (12 CFR part 217) to clarify that certain mutual capital instruments may qualify as regulatory capital and to codify model term sheets for mutual capital certificates as appendices to the regulation.
Analyzed Economic Effects
6 provisions identified: 6 benefits, 0 costs, 0 mixed.
Mutual Capital Instruments Count as Regulatory Capital
The Board proposes to amend 12 CFR 217.20(b)(1), (c)(1), and (d)(1) to clarify that special deposits and mutual capital certificates issued by mutual banking organizations can qualify as common equity tier 1, additional tier 1, or tier 2 capital if they meet the rule's qualifying criteria. Board staff published model term sheets in October 2025 to guide these instruments and sought comment (staff requested comments by June 30, 2026); the proposal would codify model term sheets as appendices and the proposal itself is open for comment until October 5, 2026.
Easier Dividend Waivers for MHCs
If you run a thrift mutual holding company (MHC), the Board proposes to remove the annual member‑vote requirement for legacy waiver MHCs (those that waived dividends before December 1, 2009) and, for non‑legacy waiver MHCs, allow waivers if the institution affirms a member vote held within the past 10 years with approval by a majority of votes cast. Legacy waiver MHCs would still provide a 30‑day notice to the Board and all dividend waivers remain subject to safety‑and‑soundness limits; legacy MHCs would also have to disclose potential conflict‑of‑interest issues to new members when accounts are opened.
Model Term Sheets & Charter Options Added
The Board would add mutual capital certificate model term sheets as appendices to the capital rule and update the Model Charter to include optional language authorizing mutual capital certificates. Institutions would not be required to adopt the Model Charter language, and charter amendments consistent with the revised Model Charter generally would require only 30 days' prior notice under section 239.14(a)(2)(ii) rather than a formal application.
Drop Federal‑Charter Requirement for Subsidiaries
The proposal would eliminate the requirement that subsidiary (mid‑tier) holding companies of mutual holding companies obtain federal charters, reducing a prior chartering constraint on structuring MHC organizations.
Lower Burden for Mutual‑to‑Stock Conversions
The Board proposes to reduce regulatory burden associated with conversions from mutual‑to‑stock form and to revise certain post‑conversion restrictions; the proposal references issues such as the current 5 percent limit on repurchasing shares in the first year after conversion. The intent is to make conversions less costly and more flexible for mutual institutions.
Target MHC Members Keep Membership Rights
If a thrift mutual holding company (MHC) acquires another thrift MHC, the proposal would require that members of the target MHC receive the same membership rights in the acquiring MHC as the acquiring MHC's members, whether the thrift subsidiaries are merged or continue as separate institutions.
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Key Dates
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