Title 12 — Banks and BankingRelease 119-73not60
§1831u Interstate Bank Mergers
Title 12 › Chapter 16— FEDERAL DEPOSIT INSURANCE CORPORATION › § 1831u
Summary
Starting June 1, 1997, the federal agency that handles bank mergers can approve a bank merger between banks from different States even if a State law would otherwise stop it. But that approval cannot override a State law that was passed after September 29, 1994 and before June 1, 1997 if that law applies equally to all out-of-State banks and clearly bans such mergers. A merger could be approved before June 1, 1997 if each bank’s home State already had a law that treats all out-of-State banks the same and explicitly allows interstate mergers. A host State can set non-discriminatory conditions on a new branch created by a merger, as long as the conditions aren’t blocked by federal law and do not require anything after May 31, 1997. A bank can buy just a branch in another State only if that State allows out-of-State banks to do that, and that branch is treated like a bank in the branch’s State for these rules. If a State has a minimum age rule for banks, the agency won’t approve a merger that breaks that rule, but the agency may approve a merger if the target bank has existed for at least 5 years even if the State requires a longer period. A bank created only to buy another bank is treated as having the same age as the target. Banks applying must follow non-discriminatory filing rules of any host State and send a copy to that State’s bank supervisor. The agency cannot approve a merger if the merged bank would hold more than 10 percent of all insured deposits in the U.S., or if banks with branches in the same State would, after merging, control 30 percent or more of that State’s deposits. The agency also checks recent safety and community-reinvestment records and requires that banks be adequately capitalized when they apply and well managed and well capitalized after the merger. State tax power and antitrust laws still apply. Branches that existed before the merger can stay, and the merged bank can open branches wherever the merging banks could have before. For banks in default, the agency can relax some rules. Short definitions (one line each): - Adequately capitalized: the regulatory capital standard in federal law. - Antitrust laws: federal competition laws and similar state laws. - Branch: a domestic bank branch. - Home State: where a bank is chartered or its main office is located. - Host State: a State, other than the home State, where a bank has or seeks a branch. - Interstate merger transaction: a merger approved under these rules. - Merger transaction: the general legal meaning under federal merger law. - Out-of-State bank / out-of-State bank holding company: a bank or holding company with a different home State. - Responsible agency: the federal agency in charge of the merger. - Resulting bank: the bank formed by the interstate merger.
Full Legal Text
Title 12, §1831u
Banks and Banking — Source: USLM XML via OLRC
(a)(1)Beginning on June 1, 1997, the responsible agency may approve a merger transaction under section 1828(c) of this title between insured banks with different home States, without regard to whether such transaction is prohibited under the law of any State.
(2)(A)Notwithstanding paragraph (1), a merger transaction may not be approved pursuant to paragraph (1) if the transaction involves a bank the home State of which has enacted a law after September 29, 1994, and before June 1, 1997, that—
(i)applies equally to all out-of-State banks; and
(ii)expressly prohibits merger transactions involving out-of-State banks.
(B)A law enacted by a State pursuant to subparagraph (A) shall have no effect on merger transactions that were approved before the effective date of such law.
(3)(A)A merger transaction may be approved pursuant to paragraph (1) before June 1, 1997, if the home State of each bank involved in the transaction has in effect, as of the date of the approval of such transaction, a law that—
(i)applies equally to all out-of-State banks; and
(ii)expressly permits interstate merger transactions with all out-of-State banks.
(B)A host State may impose conditions on a branch within such State of a bank resulting from an interstate merger transaction if—
(i)the conditions do not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or any subsidiary of such bank or company (other than on the basis of a nationwide reciprocal treatment requirement);
(ii)the imposition of the conditions is not preempted by Federal law; and
(iii)the conditions do not apply or require performance after May 31, 1997.
(4)(A)An interstate merger transaction may involve the acquisition of a branch of an insured bank without the acquisition of the bank only if the law of the State in which the branch is located permits out-of-State banks to acquire a branch of a bank in such State without acquiring the bank.
(B)In the case of an interstate merger transaction which involves the acquisition of a branch of an insured bank without the acquisition of the bank, the branch shall be treated, for purposes of this section, as an insured bank the home State of which is the State in which the branch is located.
(5)(A)The responsible agency may not approve an application pursuant to paragraph (1) that would have the effect of permitting an out-of-State bank or out-of-State bank holding company to acquire a bank in a host State that has not been in existence for the minimum period of time, if any, specified in the statutory law of the host State.
(B)Notwithstanding subparagraph (A), the responsible agency may approve a merger transaction pursuant to paragraph (1) involving the acquisition of a bank that has been in existence at least 5 years without regard to any longer minimum period of time specified in a statutory law of the host State.
(6)For purposes of this subsection, a bank that has been chartered solely for the purpose of, and does not open for business prior to, acquiring control of, or acquiring all or substantially all of the assets of, an existing bank or branch shall be deemed to have been in existence for the same period of time as the bank or branch to be acquired.
(b)(1)(A)Any bank which files an application for an interstate merger transaction shall—
(i)comply with the filing requirements of any host State of the bank which will result from such transaction to the extent that the requirement—
(I)does not have the effect of discriminating against out-of-State banks or out-of-State bank holding companies or subsidiaries of such banks or bank holding companies; and
(II)is similar in effect to any requirement imposed by the host State on a nonbanking corporation incorporated in another State that engages in business in the host State; and
(ii)submit a copy of the application to the State bank supervisor of the host State.
(B)The responsible agency may not approve an application for an interstate merger transaction if the applicant materially fails to comply with subparagraph (A).
(2)(A)The responsible agency may not approve an application for an interstate merger transaction if the resulting bank (including all insured depository institutions which are affiliates of the resulting bank), upon consummation of the transaction, would control more than 10 percent of the total amount of deposits of insured depository institutions in the United States.
(B)The responsible agency may not approve an application for an interstate merger transaction if—
(i)any bank involved in the transaction (including all insured depository institutions which are affiliates of any such bank) has a branch in any State in which any other bank involved in the transaction has a branch; and
(ii)the resulting bank (including all insured depository institutions which would be affiliates of the resulting bank), upon consummation of the transaction, would control 30 percent or more of the total amount of deposits of insured depository institutions in any such State.
(C)No provision of this subsection shall be construed as affecting the authority of any State to limit, by statute, regulation, or order, the percentage of the total amount of deposits of insured depository institutions in the State which may be held or controlled by any bank or bank holding company (including all insured depository institutions which are affiliates of the bank or bank holding company) to the extent the application of such limitation does not discriminate against out-of-State banks, out-of-State bank holding companies, or subsidiaries of such banks or holding companies.
(D)The responsible agency may approve an application for an interstate merger transaction pursuant to subsection (a) without regard to the applicability of subparagraph (B) with respect to any State if—
(i)there is a limitation described in subparagraph (C) in a State statute, regulation, or order which has the effect of permitting a bank or bank holding company (including all insured depository institutions which are affiliates of the bank or bank holding company) to control a greater percentage of total deposits of all insured depository institutions in the State than the percentage permitted under subparagraph (B); or
(ii)the transaction is approved by the appropriate State bank supervisor of such State and the standard on which such approval is based does not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or subsidiaries of such banks or holding companies.
(E)This paragraph shall not apply with respect to any interstate merger transaction involving only affiliated banks.
(3)In determining whether to approve an application for an interstate merger transaction in which the resulting bank would have a branch or bank affiliate immediately following the transaction in any State in which the bank submitting the application (as the acquiring bank) had no branch or bank affiliate immediately before the transaction, the responsible agency shall—
(A)comply with the responsibilities of the agency regarding such application under section 2903 of this title;
(B)take into account the most recent written evaluation under section 2903 of this title of any bank which would be an affiliate of the resulting bank; and
(C)take into account the record of compliance of any applicant bank with applicable State community reinvestment laws.
(4)The responsible agency may approve an application for an interstate merger transaction pursuant to subsection (a) only if—
(A)each bank involved in the transaction is adequately capitalized as of the date the application is filed; and
(B)the responsible agency determines that the resulting bank will be well capitalized and well managed upon the consummation of the transaction.
(5)The charters of all banks involved in an interstate merger transaction, other than the charter of the resulting bank, shall be surrendered, upon request, to the Federal banking agency or State bank supervisor which issued the charter.
(c)(1)(A)No provision of this section shall be construed as affecting the authority of any State or political subdivision of any State to adopt, apply, or administer any tax or method of taxation to any bank, bank holding company, or foreign bank, or any affiliate of any bank, bank holding company, or foreign bank, to the extent such tax or tax method is otherwise permissible by or under the Constitution of the United States or other Federal law.
(B)In the case of a branch of an out-of-State bank which results from an interstate merger transaction, a proportionate amount of the value of the shares of the out-of-State bank may be subject to any bank shares tax levied or imposed by the host State, or any political subdivision of such host State that imposes such tax based upon a method adopted by the host State, which may include allocation and apportionment.
(2)No provision of this section shall be construed as affecting—
(A)the applicability of the antitrust laws; or
(B)the applicability, if any, of any State law which is similar to the antitrust laws.
(3)No provision of this section shall be construed as limiting in any way the right of a State to—
(A)determine the authority of State banks chartered by that State to establish and maintain branches; or
(B)supervise, regulate, and examine State banks chartered by that State.
(4)A host State may impose any notification or reporting requirement on a branch of an out-of-State bank if the requirement—
(A)does not discriminate against out-of-State banks or bank holding companies; and
(B)is not preempted by any Federal law regarding the same subject.
(d)(1)A resulting bank may, subject to the approval of the appropriate Federal banking agency, retain and operate, as a main office or a branch, any office that any bank involved in an interstate merger transaction was operating as a main office or a branch immediately before the merger transaction.
(2)Following the consummation of any interstate merger transaction, the resulting bank may establish, acquire, or operate additional branches at any location where any bank involved in the transaction could have established, acquired, or operated a branch under applicable Federal or State law if such bank had not been a party to the merger transaction.
(3)If, as a condition for the acquisition of a bank by an out-of-State bank holding company before September 29, 1994—
(A)the home State of the acquired bank imposed conditions on such acquisition by such out-of-State bank holding company; or
(B)the bank holding company made commitments to such State in connection with the acquisition,
(e)If an application under subsection (a)(1) for approval of a merger transaction which involves 1 or more banks in default or in danger of default or with respect to which the Corporation provides assistance under section 1823(c) of this title, the responsible agency may approve such application without regard to subsection (b), or paragraph (2), (4), or (5) of subsection (a).
(f)(1)In the case of any State that has a constitutional provision that sets a maximum lawful annual percentage rate of interest on any contract at not more than 5 percent above the discount rate for 90-day commercial paper in effect at the Federal reserve bank for the Federal reserve district in which such State is located, except as provided in paragraph (2), upon the establishment in such State of a branch of any out-of-State insured depository institution in such State under this section, the maximum interest rate or amount of interest, discount points, finance charges, or other similar charges that may be charged, taken, received, or reserved (or in the case of a governmental entity located in such State, paid) from time to time in any loan or discount made or upon any note, bill of exchange, financing transaction, or other evidence of debt by—
(A)any insured depository institution whose home State is such State shall be equal to not more than the greater of—
(i)the maximum interest rate or amount of interest, discount points, finance charges, or other similar charges that may be charged, taken, received, or reserved in a similar transaction under the constitution or any statute or other law of the home State of the out-of-State insured depository institution establishing any such branch, without reference to this section, as such maximum interest rate or amount of interest may change from time to time; or
(ii)the maximum rate or amount of interest, discount points, finance charges, or other similar charges that may be charged, taken, received, or reserved in a similar transaction by a State insured depository institution chartered under the laws of such State or a national bank or Federal savings association whose main office is located in such State without reference to this section; and
(B)any governmental entity located in such State or any person that is not a depository institution described in subparagraph (A) doing business in such State, shall be equal to not more than the greater of the State’s maximum lawful annual percentage rate or 17 percent—
(i)to facilitate the uniform implementation of federally mandated or federally established programs and financings related thereto, including—
(I)uniform accessibility of student loans, including the issuance of qualified student loan bonds as set forth in section 144(b) of title 26;
(II)the uniform accessibility of mortgage loans, including the issuance of qualified mortgage bonds and qualified veterans’ mortgage bonds as set forth in section 143 of such title;
(III)the uniform accessibility of safe and affordable housing programs administered or subject to review by the Department of Housing and Urban Development, including—
(aa)the issuance of exempt facility bonds for qualified residential rental property as set forth in section 142(d) of such title; and
(bb)the issuance of low income housing tax credits as set forth in section 42 of such title; and
(IV)the uniform accessibility of bonds and obligations issued under the American Recovery and Reinvestment Act of 2009;
(ii)to facilitate interstate commerce through the issuance of bonds and obligations under any provision of State law, including bonds and obligations for the purpose of economic development, education, and improvements to infrastructure; and
(iii)to facilitate interstate commerce generally, including consumer loans, in the case of any person or governmental entity (other than a depository institution subject to subparagraph (A) and paragraph (2)).
(2)(A)No provision of this subsection shall be construed as superseding or affecting—
(i)the authority of any insured depository institution to take, receive, reserve, and charge interest on any loan made in any State other than the State referred to in paragraph (1); or
(ii)the applicability of section 1735f–7a of this title, section 85 of this title, or section 1831d of this title.
(B)This subsection shall be construed to apply to any loan or discount made, or note, bill of exchange, financing transaction, or other evidence of debt, originated by an insured depository institution, a governmental entity located in such State, or a person that is not a depository institution described in subparagraph (A) doing business in such State.
(g)For purposes of this section, the following definitions shall apply:
(1)The term “adequately capitalized” has the same meaning as in section 1831o of this title.
(2)The term “antitrust laws”—
(A)has the same meaning as in subsection (a) of section 12 of title 15; and
(B)includes section 45 of title 15 to the extent such section 45 relates to unfair methods of competition.
(3)The term “branch” means any domestic branch.
(4)The term “home State”—
(A)means—
(i)with respect to a national bank, the State in which the main office of the bank is located; and
(ii)with respect to a State bank, the State by which the bank is chartered; and
(B)with respect to a bank holding company, has the same meaning as in section 1841(o)(4) of this title.
(5)The term “host State” means, with respect to a bank, a State, other than the home State of the bank, in which the bank maintains, or seeks to establish and maintain, a branch.
(6)The term “interstate merger transaction” means any merger transaction approved pursuant to subsection (a)(1).
(7)The term “merger transaction” has the meaning determined under section 1828(c)(3) of this title.
(8)The term “out-of-State bank” means, with respect to any State, a bank whose home State is another State.
(9)The term “out-of-State bank holding company” means, with respect to any State, a bank holding company whose home State is another State.
(10)The term “responsible agency” means the agency determined in accordance with section 1828(c)(2) of this title with respect to a merger transaction.
(11)The term “resulting bank” means a bank that has resulted from an interstate merger transaction under this section.
Legislative History
Notes & Related Subsidiaries
Editorial Notes
References in Text
The American Recovery and Reinvestment Act of 2009, referred to in subsec. (f)(1)(B)(i)(IV), is Pub. L. 111–5, Feb. 17, 2009, 123 Stat. 115. For complete classification of this Act to the Code, see
Short Title
of 2009 Amendment note set out under section 1 of Title 26, Internal Revenue Code, and Tables.
Amendments
2010—Subsec. (b)(4)(B). Pub. L. 111–203 substituted “will be well capitalized and well managed” for “will continue to be adequately capitalized and adequately managed”. 2009—Subsec. (f)(1). Pub. L. 111–83, § 563(a)(1), inserted “(or in the case of a governmental entity located in such State, paid)” after “received, or reserved” in introductory provisions. Pub. L. 111–32 substituted “evidence of debt by—” for “evidence of debt by”, inserted subpar. (A) designation, redesignated former subpars. (A) and (B) as cls. (i) and (ii), respectively, realigned margins, and added subpar. (B). Subsec. (f)(1)(B). Pub. L. 111–83, § 563(a)(2)(A), substituted “governmental entity located in such State or any person that is not a depository institution described in subparagraph (A) doing business in such State” for “nondepository institution operating in such State” in introductory provisions. Subsec. (f)(1)(B)(i)(III)(aa). Pub. L. 111–83, § 563(a)(2)(C)(i)(I), inserted “and” at end. Subsec. (f)(1)(B)(i)(III)(bb). Pub. L. 111–83, § 563(a)(2)(C)(i)(II), struck out “, to facilitate the uniform accessibility of provisions of the American Recovery and Reinvestment Act of 2009” after “section 42 of such title”. Subsec. (f)(1)(B)(i)(III)(cc). Pub. L. 111–83, § 563(a)(2)(C)(i)(III), struck out item (cc), which read as follows: “the issuance of bonds and obligations issued under that Act, to facilitate economic development, higher education, and improvements to infrastructure, and the issuance of bonds and obligations issued under any provision of law to further the same; and”. Subsec. (f)(1)(B)(i)(IV). Pub. L. 111–83, § 563(a)(2)(C)(ii), added subcl. (IV). Subsec. (f)(1)(B)(ii), (iii). Pub. L. 111–83, § 563(a)(2)(B), (D), added cl. (ii) and redesignated former cl. (ii) as (iii). Subsec. (f)(2). Pub. L. 111–83, § 563(b), designated existing provisions as subpar. (A), inserted heading, redesignated former subpars. (A) and (B) as cls. (i) and (ii), respectively, of subpar. (A), realigned margins, and added subpar. (B). 1999—Subsecs. (f), (g). Pub. L. 106–102 added subsec. (f) and redesignated former subsec. (f) as (g).
Statutory Notes and Related Subsidiaries
Effective Date
of 2010 Amendment Pub. L. 111–203, title VI, § 607(c), July 21, 2010, 124 Stat. 1608, provided that: “The
Amendments
made by this section [amending this section and section 1842 of this title] shall take effect on the transfer date.” [For definition of “transfer date” as used in section 607(c) of Pub. L. 111–203, set out above, see section 5301 of this title.]
Effective Date
of 2009 Amendment Pub. L. 111–83, title V, § 563(c), Oct. 28, 2009, 123 Stat. 2184, provided that: “The
Amendments
made by this section [amending this section] shall apply with respect to contracts consummated during the period beginning on the date of enactment of this Act [Oct. 28, 2009] and ending on
December 31, 2010.” Pub. L. 111–32, title V, § 504(b),
June 24, 2009, 123 Stat. 1880, provided that: “The
Amendments
made by subsection (a) [amending this section] shall apply with respect to contracts consummated during the period beginning on the date of enactment of this Act [
June 24, 2009] and ending on
December 31, 2010.”
Reference
Citations & Metadata
Citation
12 U.S.C. § 1831u
Title 12 — Banks and Banking
Last Updated
Apr 3, 2026
Release point: 119-73not60