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4000 - Advisory Opinions

Filing Requirements for Change in Ownership of Stock


May 22, 1981

Katharine H. Haygood, Attorney

As you know, your letter of March 26, 1981 was referred to this office from the Dallas Regional Office. Since that letter, I have had a couple of conversations with *** of your office and am now in receipt of your letter of May 13, 1981. Based on the information provided, it appears that the *** family (*** and wife and children, and the family trust) has owned more than 25 percent of the common stock of *** Bank since prior to March 10, 1979 and it further appears that the family has been acting in concert since prior to March 10, 1979. Thus, at this time, it is not necessary for any of the *** to file a notice of change in control to effect the transactions outlined in your letter of March 26, 1981. Should any of the persons in the group propose to acquire 25 percent or more of the stock in his or her own right, then the "person" must file a notice with the FDIC. The statute allows for multiple "persons" to control a bank and in such a situation, the individual "person" attains statutory control. For example, *** (with his wife and minor children whose stock will, in all likelihood, be attributed to him) will own more than 24 percent of the bank's stock after the proposed transactions. If the *** propose to acquire additional stock so that they will hold 25 percent or more, they should contact the FDIC for a determination of whether a notice must be filed.

If you have further questions, please feel free to contact me.

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