OCC Simplifies Licensing Requirements for Community Banks

The Office of the Comptroller of the Currency ("OCC") issued a final rule simplifying licensing requirements for corporate activities and transactions involving national banks and federal savings associations with less than $30 billion in total assets.

The amendments to 12 CFR Part 5 ("Rules, Policies, and Procedures for Corporate Activities") create a new definition for a "covered community bank or covered community savings association," which grants qualifying institutions access to all currently available expedited or reduced filing procedures. To qualify, an institution must have less than $30 billion in total assets (including the assets of any affiliated depository institutions), be "well capitalized," and not be subject to certain enforcement actions that require it to improve its financial condition.

The OCC highlighted the following updates in the final rule: (i) expanding expedited review eligibility to include applications for business combinations, branch establishments, and capital distributions; (ii) allowing qualifying institutions to use after-the-fact notices instead of full applications for certain non-controlling investments and operating subsidiaries; and (iii) clarifying that an adverse public comment is considered "significant"—and therefore warrants removing a filing from expedited processing—only if it presents previously unknown facts that, if accurate, would support denying or imposing a condition on the filing's approval.

The OCC stated that the amendments will reduce regulatory burden and tailor requirements to the size and risk profile of smaller institutions. The agency noted that community banks typically engage in "lower risk and less complex activities," which generally allows the OCC to review their filings more quickly and makes their applications suitable for expedited processing.

The final rule is effective April 3, 2026.