§ 1841. Definitions
(a)
(1)
Except as provided in paragraph (5) of this subsection, “bank holding company” means any company which has control over any bank or over any company that is or becomes a bank holding company by virtue of this chapter.
(2)
Any company has control over a bank or over any company if—
(A)
the company directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 per centum or more of any class of voting securities of the bank or company;
(3)
For the purposes of any proceeding under paragraph (2)(C) of this subsection, there is a presumption that any company which directly or indirectly owns, controls, or has power to vote less than 5 per centum of any class of voting securities of a given bank or company does not have control over that bank or company.
(4)
In any administrative or judicial proceeding under this chapter, other than a proceeding under paragraph (2)(C) of this subsection, a company may not be held to have had control over any given bank or company at any given time unless that company, at the time in question, directly or indirectly owned, controlled, or had power to vote 5 per centum or more of any class of voting securities of the bank or company, or had already been found to have control in a proceeding under paragraph (2)(C).
(5)
Notwithstanding any other provision of this subsection—
(A)
No bank and no company owning or controlling voting shares of a bank is a bank holding company by virtue of its ownership or control of shares in a fiduciary capacity, except as provided in paragraphs (2) and (3) of subsection (g) of this section. For the purpose of the preceding sentence, bank shares shall not be deemed to have been acquired in a fiduciary capacity if the acquiring bank or company has sole discretionary authority to exercise voting rights with respect thereto; except that this limitation is applicable in the case of a bank or company acquiring such shares prior to December 31, 1970, only if the bank or company has the right consistent with its obligations under the instrument, agreement, or other arrangement establishing the fiduciary relationship to divest itself of such voting rights and fails to exercise that right to divest within a reasonable period not to exceed one year after December 31, 1970.
(B)
No company is a bank holding company by virtue of its ownership or control of shares acquired by it in connection with its underwriting of securities if such shares are held only for such period of time as will permit the sale thereof on a reasonable basis.
(C)
No company formed for the sole purpose of participating in a proxy solicitation is a bank holding company by virtue of its control of voting rights of shares acquired in the course of such solicitation.
(D)
No company is a bank holding company by virtue of its ownership or control of shares acquired in securing or collecting a debt previously contracted in good faith, until two years after the date of acquisition. The Board is authorized upon application by a company to extend, from time to time for not more than one year at a time, the two-year period referred to herein for disposing of any shares acquired by a company in the regular course of securing or collecting a debt previously contracted in good faith, if, in the Board’s judgment, such an extension would not be detrimental to the public interest, but no such extension shall in the aggregate exceed three years.
(E)
No company is a bank holding company by virtue of its ownership or control of any State-chartered bank or trust company which—
(F)
No trust company or mutual savings bank which is an insured bank under the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.] is a bank holding company by virtue of its direct or indirect ownership or control of one bank located in the same State, if
(ii)
the trust company or mutual savings bank does not after that date acquire an interest in any company that, together with any other interest it holds in that company, will exceed 5 per centum of any class of the voting shares of that company, except that this limitation shall not be applicable to investments of the trust company or mutual savings bank, direct and indirect, which are otherwise in accordance with the limitations applicable to national banks under section
24 of this title.
(b)
“Company” means any corporation, partnership, business trust, association, or similar organization, or any other trust unless by its terms it must terminate within twenty-five years or not later than twenty-one years and ten months after the death of individuals living on the effective date of the trust but shall not include any corporation the majority of the shares of which are owned by the United States or by any State, and shall not include a qualified family partnership. “Company covered in 1970” means a company which becomes a bank holding company as a result of the enactment of the Bank Holding Company Act Amendments of 1970 and which would have been a bank holding company on June 30, 1968, if those amendments had been enacted on that date.
(c)
Bank Defined.—
For purposes of this chapter—
(1)
In general.—
Except as provided in paragraph (2), the term “bank” means any of the following:
(A)
An insured bank as defined in section 3(h) of the Federal Deposit Insurance Act [12 U.S.C. 1813
(h)].
(B)
An institution organized under the laws of the United States, any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands which both—
(2)
Exceptions.—
The term “bank” does not include any of the following:
(A)
A foreign bank which would be a bank within the meaning of paragraph (1) solely because such bank has an insured or uninsured branch in the United States.
(C)
An organization that does not do business in the United States except as an incident to its activities outside the United States.
(D)
An institution that functions solely in a trust or fiduciary capacity, if—
(i)
all or substantially all of the deposits of such institution are in trust funds and are received in a bona fide fiduciary capacity;
(ii)
no deposits of such institution which are insured by the Federal Deposit Insurance Corporation are offered or marketed by or through an affiliate of such institution;
(iii)
such institution does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others or make commercial loans; and
(E)
A credit union (as described in section 19(b)(1)(A)(iv) of the Federal Reserve Act [12 U.S.C. 461
(b)(1)(A)(iv)]).
(F)
An institution, including an institution that accepts collateral for extensions of credit by holding deposits under $100,000, and by other means which—
(H)
An industrial loan company, industrial bank, or other similar institution which is—
(i)
an institution organized under the laws of a State which, on March 5, 1987, had in effect or had under consideration in such State’s legislature a statute which required or would require such institution to obtain insurance under the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.]—
(ii)
an institution which does not, directly, indirectly, or through an affiliate, engage in any activity in which it was not lawfully engaged as of March 5, 1987,
except that this subparagraph shall cease to apply to any institution which permits any overdraft (including any intraday overdraft), or which incurs any such overdraft in such institution’s account at a Federal Reserve bank, on behalf of an affiliate if such overdraft is not the result of an inadvertent computer or accounting error that is beyond the control of both the institution and the affiliate, or that is otherwise permissible for a bank controlled by a company described in section
1843
(f)(1) of this title.
(d)
“Subsidiary”, with respect to a specified bank holding company, means
(1)
any company 25 per centum or more of whose voting shares (excluding shares owned by the United States or by any company wholly owned by the United States) is directly or indirectly owned or controlled by such bank holding company, or is held by it with power to vote;
(2)
any company the election of a majority of whose directors is controlled in any manner by such bank holding company; or
(3)
any company with respect to the management of policies of which such bank holding company has the power, directly or indirectly, to exercise a controlling influence, as determined by the Board, after notice and opportunity for hearing.
(e)
The term “successor” shall include any company which acquires directly or indirectly from a bank holding company shares of any bank, when and if the relationship between such company and the bank holding company is such that the transaction effects no substantial change in the control of the bank or beneficial ownership of such shares of such bank. The Board may, by regulation, further define the term “successor” to the extent necessary to prevent evasion of the purposes of this chapter.
(g)
For the purposes of this chapter—
(1)
shares owned or controlled by any subsidiary of a bank holding company shall be deemed to be indirectly owned or controlled by such bank holding company; and
(2)
shares held or controlled directly or indirectly by trustees for the benefit of
(C)
the employees (whether exclusively or not) of a company, shall be deemed to be controlled by such company, unless the Board determines that such treatment is not appropriate in light of the facts and circumstances of the case and the purposes of this chapter.
(h)
(1)
Except as provided by paragraph (2), the application of this chapter and of section
371c of this title shall not be affected by the fact that a transaction takes place wholly or partly outside the United States or that a company is organized or operates outside the United States.
(2)
Except as provided in paragraph (3), the prohibitions of section
1843 of this title shall not apply to shares of any company organized under the laws of a foreign country (or to shares held by such company in any company engaged in the same general line of business as the investor company or in a business related to the business of the investor company) that is principally engaged in business outside the United States if such shares are held or acquired by a bank holding company organized under the laws of a foreign country that is principally engaged in the banking business outside the United States. For the purpose of this subsection, the term “section
2
(h)(2) company” means any company whose shares are held pursuant to this paragraph.
(3)
Nothing in paragraph (2) authorizes a section
2
(h)(2) company to engage in (or acquire or hold more than 5 percent of the outstanding shares of any class of voting securities of a company engaged in) any banking, securities, insurance, or other financial activities, as defined by the Board, in the United States. This paragraph does not prohibit a section
2
(h)(2) company from holding shares that were lawfully acquired before August 10, 1987.
(4)
No domestic office or subsidiary of a bank holding company or subsidiary thereof holding shares of a section
2
(h)(2) company may extend credit to a domestic office or subsidiary of such section
2
(h)(2) company on terms more favorable than those afforded similar borrowers in the United States.
(5)
No domestic banking office or bank subsidiary of a bank holding company that controls a section
2
(h)(2) company may offer or market products or services of such section
2
(h)(2) company, or permit its products or services to be offered or marketed by or through such section
2
(h)(2) company, unless such products or services were being so offered or marketed as of March 5, 1987, and then only in the same manner in which they were being offered or marketed as of that date.
(i)
Thrift Institution.—
For purposes of this chapter, the term “thrift institution” means—
(j)
Definition of Savings Associations and Related Term.—
The term “savings association” or “insured institution” means—
(k)
Affiliate.—
For purposes of this chapter, the term “affiliate” means any company that controls, is controlled by, or is under common control with another company.
(l)
Savings Bank Holding Company.—
For purposes of this chapter, the term “savings bank holding company” means any company which controls one or more qualified savings banks if the aggregate total assets of such savings banks constitute, upon formation of the holding company and at all times thereafter, at least 70 percent of the total assets of such company.
(n)
Incorporated Definitions.—
For purposes of this chapter, the terms “depository institution”, “insured depository institution”, “appropriate Federal banking agency”, “default”, “in danger of default”, and “State bank supervisor” have the same meanings as in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813].
(o)
Other Definitions.—
For purposes of this chapter, the following definitions shall apply:
(1)
Capital terms.—
(A)
Insured depository institutions.—
With respect to insured depository institutions, the terms “well capitalized”, “adequately capitalized”, and “undercapitalized” have the same meanings as in section 38 of the Federal Deposit Insurance Act [12 U.S.C. 1831o].
(3)
Branch.—
The term “branch” means a domestic branch (as defined in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813]).
(5)
Host state.—
The term “host State” means—
(6)
Out-of-state bank.—
The term “out-of-State bank” means, with respect to any State, a bank whose home State is another State.
(7)
Out-of-state bank holding company.—
The term “out-of-State bank holding company” means, with respect to any State, a bank holding company whose home State is another State.
(8)
Lead insured depository institutions.—
(A)
In general.—
The term “lead insured depository institution” means the largest insured depository institution controlled by the subject bank holding company at any time, based on a comparison of the average total risk-weighted assets controlled by each insured depository institution during the previous 12-month period.
(9)
Well managed.—
The term “well managed” means—
(A)
in the case of any company or depository institution which receives examinations, the achievement of—
(10)
Qualified family partnership.—
The term “qualified family partnership” means a general or limited partnership that the Board determines—
(C)
does not engage in any business activity, except indirectly through ownership of other business entities;
(D)
has no investments other than those permitted for a bank holding company pursuant to section
1843
(c) of this title;
(F)
has partners, all of whom are either—
(p)
Financial Holding Company.—
For purposes of this chapter, the term “financial holding company” means a bank holding company that meets the requirements of section
1843
(l)(1) of this title.
(q)
Insurance Company.—
For purposes of sections
1843 and
1844 of this title, the term “insurance company” includes any person engaged in the business of insurance to the extent of such activities.
[1] See References in Text note below.
[2] See References in Text note below.