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4000 - Advisory Opinions

For Purposes of "Charter-Flip" Regulation (12 C.F.R. § 333.3), FDIC Defers to OTS Legal Opinion That a Savings Association Must File an Application with the OTS in Order to Convert


July 5, 1991

Douglas H. Jones, Deputy General Counsel

Thank you for your favorable remarks on the "charter-flip" regulation that we recently adopted with respect to savings associations that convert to state chartered banks.

Your letter notes that under the FDIC's regulation a savings association must file with the FDIC a copy of any application that is required by "law or regulation" to be filed by the institution with any state or federal agency in connection with its conversion to a state bank. You point out that the Office of Thrift Supervision ("OTS") has announced through a legal opinion that a savings association must seek the approval of the agency before it can convert.

The filing requirement with the FDIC was included in the regulation merely as an informational tool. It was not the intent of the regulation to express any opinion one way or the other as to the validity of any agency's asserted requirement that a savings association must seek that agency's approval prior to converting to a bank. Therefore, for the purpose of applying our regulation, we will defer to the opinion of the chief counsel of the OTS that under OTS's regulations a savings association must file an application with OTS in order to convert. We do so, however, without expressing any view as to the legality of the OTS's position.

I hope these comments have been helpful to you.

With best regards.

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