National-to-State Conversion

Any national bank, or any federal savings and loan or savings bank, may convert to a state-chartered institution. This Office does not have an application for the conversion of a federally-chartered institution into a State charter. The conversion process is accomplished through a letter notification. Attached is a listing of the specific items we will need in order to evaluate the proposed conversion.

The following is a brief overview of the conversion process. The first step in the conversion process is the submission of a letter notification of the institution's intent to convert. Additionally, the items contained in Attachment A should also be submitted at that time. Once this information is received, we will perform our initial review. If the information is found to be acceptable, we will then decide if an on-site examination is warranted. If an examination is deemed necessary, we will inform the institution of our requirements for the examination at that time. The examination may either be a targeted or full-scope examination of the institution, depending on the date and scope of the last examination.

Once it is determined that the applicant is in sound financial condition and no supervisory issues are pending, we will then make a final determination as to the proposed conversion. If conditional approval is granted, you will be notified so you can proceed with obtaining the necessary shareholder and director approvals. Once executed, the Articles of Incorporation should then be submitted to this Office for filing. After all conditions have been met, we will notify you that final approval is granted.

The cost for the conversion of a federally chartered institution into a State charter is $1,500. The fee is non-refundable and must accompany the notification of intent to convert. It is all-inclusive and covers the cost of processing said notification, the pre-conversion examination, if necessary, and the review of the Articles of Incorporation.

Should you have any questions or need clarification, please contact Deputy Chief Examiner John D. Fields at (225) 925-4661.


Attachment A

The following items will be required in connection with the proposed conversion:

  1. A copy of any applications or notifications that you may file with the Federal Reserve Bank, the Office of Thrift Supervision, the Office of the Comptroller of the Currency, or the Federal Deposit Insurance Corporation, including any confidential or supplemental information which may be required by any of these agencies.

  2. An opinion from the institution's counsel that the proposed structure of the transaction is not in contravention of any state or federal statute.

  3. A description of the institution's future business plans. The description should be thorough and disclose any substantial changes in the corporate plan which may be contemplated. At a minimum, this disclosure should include any changes in directors or executive officers, any anticipated funding changes, any proposed change in the loan mix, any expansion plans, Management's plans to become familiar with the state statutes and other rules and regulations, and a proforma financial statement which covers the next three years of operation.

  4. The proposed legal name of the new institution.

  5. The municipal address of the institution's main office.

  6. The municipal address and popular name of all branches, including any off-site electronic financial terminals. If any branches have been approved but are not yet opened, provide a list and the institution's plans for these branches.

  7. A "draft" copy of the proposed Articles of Incorporation and Bylaws.

  8. A listing of all subsidiaries of the institution, including a description of the activities performed at each subsidiary.

  9. A copy of the most recent Call Report.

  10. A copy of the most recent CPA Audit and Management Letter.

  11. An indication if fiduciary powers will be requested. If so, a separate application will be required.

  12. Any persons who are not currently a Director or an Executive Officer, but who will be subsequent to the conversion must complete the attached financial statement form.

  13. When appropriate, provide a copy of the notification letter submitted to the institution's federal regulator giving notification of its intent to convert to a State charter.


Updated September 1, 1998