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e-CFR
Data is current as of April 9, 2008

Title 12:
Banks and Banking

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PART 546—FEDERAL MUTUAL SAVINGS ASSOCIATIONS—MERGER, DISSOLUTION,
REORGANIZATION, AND CONVERSION

Section Contents
§ 546.1   Definitions.
§ 546.2   Procedure;
effective date.
§ 546.3   Transfer
of assets upon merger or consolidation.
§ 546.4   Voluntary
dissolution.

Authority:   12 U.S.C. 1462, 1462a,
1463, 1464, 1467a, 2901 et seq.

Source:   54 FR 49517, Nov. 30, 1989,
unless otherwise noted.

§ 546.1   Definitions.

top

The terms used in §§546.2 and 546.3 shall have the same meaning as set
forth in §§552.13(b) and 563.22(g) of this chapter.

[59 FR 44622, Aug. 30, 1994]

§ 546.2   Procedure; effective date.

top

(a) A Federal mutual savings association may combine with any
depository institution, provided that:

(1) The combination is in compliance with, and receives all approvals
required under, any applicable statutes and regulations;

(2) Any resulting Federal savings association meets the requirements
for Federal Home Loan Bank membership and insurance of accounts;

(3) Any resulting Federal savings association conforms within the time
prescribed by the OTS to the requirements of sections 5(c) and 10(m) of
the Home Owners' Loan Act; and

(4) The resulting institution shall be a mutually held savings
association, unless:

(i) The transaction involves a supervisory merger;

(ii) The transaction is approved under part 563b of this chapter;
or

(iii) The transaction involves a transfer in the context of a mutual
holding company reorganization under section 10(o) of the Home Owners'
Loan Act.

(b) Each Federal mutual savings association, by a two-thirds vote of
its board of directors, shall approve a plan of combination evidenced by a
combination agreement. The agreement shall state:

(1) That the combination shall not be effective unless and until the
combination receives any necessary approval from the Office pursuant to
§563.22 (a) or (c), or in the case of a transaction requiring a notice
pursuant to §563.22(c), the notice has been filed, and the appropriate
period of time has passed or the OTS has advised the parties that it will
not disapprove the transaction;

(2) Which constituent institution is to be the resulting
institution;

(3) The name of the resulting institution;

(4) The location of the home office and any other offices of the
resulting institution;

(5) The terms and conditions of the combination and the method of
effectuation;

(6) Any charter amendments, or the new charter in the combination;

(7) The basis upon which the resulting institution's savings accounts
will be issued;

(8) If the Federal mutual savings association is the resulting
institution, the number, names, residence addresses, and terms of
directors;

(9) The effect upon and assumption of any liquidation account of a
disappearing institution by the resulting institution; and

(10) Such other provisions, agreements, or understandings as relate to
the combination.

(c) Prior written notification to, notice to, or prior written approval
of, the Office pursuant to §563.22 of this chapter is required for every
combination. In the case of applications and notices pursuant to 563.22
(a) or (c), the Office shall apply the criteria set out in §563.22 of this
chapter and shall impose any conditions it deems necessary or appropriate
to ensure compliance with those criteria and the requirements of this
chapter.

(d) Where the resulting institution is a Federal mutual savings
association, the Office may approve a temporary increase in the number of
directors of the resulting institution provided that the association
submits a plan for bringing the board of directors into compliance with
the requirements of §544.1 of this chapter within a reasonable period of
time.

(e) Notwithstanding any other provision of this part, the Office may
require that a plan of combination be submitted to the voting members of
any of the mutual savings associations that are constituent institutions
at a duly called meeting(s), and that the plan, to be effective, be
approved by such voting members.

(f) A conservator or receiver for a Federal mutual savings association
may combine the association with another insured depository institution
without submitting the plan to the association's board of directors or
members for their approval.

(g) If a plan of combination provides for a resulting Federal mutual
savings association's name or location to be changed, its charter shall be
amended accordingly. If the resulting institution is a Federal mutual
savings association, the effective date of the combination shall be the
date specified in the approval; if the resulting institution is not a
Federal savings association, the effective date shall be that prescribed
under applicable law. Approval of a merger automatically cancels the
Federal charter of a Federal association that is a disappearing
institution as of the effective date of merger, and the association shall,
on that date, surrender its charter to the Office.

[59 FR 44622, Aug. 30, 1994, as amended at 71 FR 19811, Apr. 18,
2006]

§ 546.3   Transfer of assets upon merger or
consolidation.

top

On the effective date of a merger or consolidation in which the
resulting institution is a Federal association, all assets and property of
the disappearing institutions shall immediately, without any further act,
become the property of the resulting institution to the same extent as
they were the property of the disappearing institutions, and the resulting
institution shall be a continuation of the entity which absorbed the
disappearing institutions. All rights and obligations of the disappearing
institutions shall remain unimpaired, and the resulting institution shall,
on the effective date of the merger or consolidation, succeed to all those
rights and obligations, subject to the Home Owners' Loan Act and other
applicable statutes.

[59 FR 44623, Aug. 30, 1994]

§ 546.4   Voluntary dissolution.

top

A Federal savings association's board of directors may propose a plan
for dissolution of the association. The plan may provide for either:

(a) Appointment of the Federal Deposit Insurance Corporation (under
section 5 of the Act and section 11 of the Federal Deposit Insurance Act,
as amended or section 21A of the Federal Home Loan Bank Act, as amended)
as receiver for the purpose of liquidation;

(b) Transfer of all the association's assets to another association or
home-financing institutions under Federal or State charter either for cash
sufficient to pay all obligations of the association and retire all
outstanding accounts or in exchange for that association's payment of all
the association's outstanding obligations and issuance of share accounts
or other evidence of interest to the association's members on a pro
rata basis; or

(c) Dissolution in a manner proposed by the directors which they
consider best for all concerned.

The plan, and a statement of reasons for proposing dissolution and for
proposing the plan, shall be submitted to the OTS for approval. The OTS
will approve the plan if the OTS believes dissolution is advisable and the
plan best for all concerned, but if the OTS considers the plan
inadvisable, the OTS may either make recommendations to the association
concerning the plan or disapprove it. When the plan is approved by the
association's board of directors and by the OTS, it shall be submitted to
the association's members at a duly called meeting and, when approved by a
majority of votes cast at that meeting, shall become effective. After
dissolution in accordance with the plan, a certificate evidencing
dissolution, supported by such evidence as the OTS may require, shall
immediately be filed with the OTS. When the OTS receives such evidence
satisfactory to the OTS, it will terminate the corporate existence of the
dissolved association and the association's charter shall thereby be
canceled. A Federal savings association is not required to obtain approval
under this section where the Federal savings association transfers all of
its assets and liabilities to a bank in a transaction that is subject to
§563.22(b) of this chapter.

[54 FR 49517, Nov. 30, 1989, as amended at 55 FR 13512, Apr. 11, 1990;
57 FR 14342, Apr. 20, 1992; 59 FR 44623, Aug. 30, 1994; 70 FR 76675, Dec.
28, 2005]

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