2026-21208NoticeWallet

OCC Renews Paperwork Rules for Banks Changing Their Ownership Structure

Published Date: 10/16/2026

Notice

Summary

The Office of the Comptroller of the Currency (OCC) is renewing its paperwork rules for banks switching from mutual to stock ownership. This update keeps the process clear and reduces hassle, and the public can share their thoughts by November 16, 2026. Banks and stakeholders should note this review to stay in the loop and avoid surprises.

Analyzed Economic Effects

6 provisions identified: 3 benefits, 3 costs, 0 mixed.

Estimated paperwork burden — 512 hours

The OCC estimates the collection affects 1 respondent with 1 total annual response and an estimated total annual burden of 512 hours. Converting savings associations should plan for about 512 hours of annual paperwork time tied to this information collection.

Business plan requirements for conversions

Before filing a conversion application, a savings association must adopt a business plan that includes projections and activities for three years after conversion, plans for deploying conversion proceeds into credit and lending, risks and effects on management/staffing, management expertise, and plans for adequate staffing and controls. The CEO and at least two-thirds of the board must certify the plan upon filing.

Member notices, proxy voting, and meeting rules

Savings associations must notify members that a conversion plan was adopted and follow detailed proxy and meeting rules, including mailing cleared proxy materials, using specified proxy form language, and filing voting results after member approval. The rules require posting or mailing notices, mailing agency-cleared proxy statements, and filing certified meeting results and counsel opinions after the vote.

Liquidation-account protections for account holders

When a savings association converts, it must maintain a liquidation account representing eligible account holders' potential interest in net worth, keep sub-accounts for each account holder, disclose the liquidation account in footnotes to financial statements, and follow rules for adjusting sub-account balances annually. Liquidation sub-accounts must be maintained as long as the account holder keeps an account with the same Social Security number.

Order of share offerings and post-conversion stock rules

A converting savings association must offer shares in a prescribed order (eligible account holders first, then ESOPs, supplemental eligible account holders, other voting members, then community/public), distribute offering circulars with timing rules (final offering circular to listed persons within ten calendar days after effectiveness), register shares under the Securities Exchange Act and may not deregister for three years, and face repurchase and trading restrictions (repurchases in year one generally require a written notice filed at least 10 calendar days before starting).

OCC renews conversion paperwork collection

The OCC has sent its information collection titled "Conversions From Mutual to Stock Form" (OMB Control No. 1557-0347) to OMB for renewal and is soliciting public comments; comments must be received by November 16, 2026. The collection is for businesses (for-profit) that convert from mutual to stock form.

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Key Dates

Published Date
Comments Due
10/16/2026
11/16/2026

Department and Agencies

Department
Independent Agency
Agency
Treasury Department
Comptroller of the Currency
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