Are we required to notify the IDFPR or the Federal Reserve Board regarding new directors or changes in key management positions? What notices are required to change our corporate headquarters?

In general, you do not need to notify your state or federal regulator regarding a new director or a change in key management personnel. However, there are some instances when prior notice is required, such as when the new director or manager is obtaining control of the bank, your bank is not in compliance with its minimum capital requirements, your bank is in troubled condition, or your primary regulator has previously required your bank to provide prior notice.

A change in your corporate headquarters also may necessitate notice if your bank headquarters are listed as your bank’s main office in your charter. In such a case, you must notify the FDIC and IDFPR before relocating. In addition, you must publish notice of the relocation in a newspaper in the community where main office is currently located and in the community where the main office will relocate, and post the newspaper notice in the lobby of the office to be relocated.

For resources related to our guidance, please see:

Illinois Banking Act, 205 ILCS 5/18(a) (“Before a change may occur in the ownership of outstanding stock of any State bank, whether by sale and purchase, gift, bequest or inheritance, or any other means, including the acquisition of stock of the State bank by any bank holding company, which will result in control or a change in the control of the bank . . . the Commissioner shall be of the opinion and find: . . .”)

205 ILCS 5/18(e) (“Whenever such a change as described in subsection (a) of this Section 18 occurs, each state bank shall report promptly to the Commissioner any changes or replacement of its chief executive officer or of any director occurring in the next 12 month period, including in its report a statement of the past and current business and professional affiliations of the new chief executive officer or directors.”)

12 USC 1817(j) (“No person . . . shall acquire control of any insured depository institution . . . unless the appropriate Federal banking agency has been given sixty days’ prior written notice of such proposed acquisition and within that time period the agency has not issued a notice disapproving the proposed acquisition or, in the discretion of the agency, extending for an additional 30 days the period during which such a disapproval may issue…”)

12 USC 1831i (“An insured depository institution . . . shall notify the appropriate Federal banking agency of the proposed addition of any individual to the board of directors or the employment of any individual as a senior executive officer of such institution or holding company at least 30 days . . . before such addition or employment becomes effective, if— (1) the insured depository institution or depository institution holding company is not in compliance with the minimum capital requirement applicable to such institution or is otherwise in a troubled condition . . . or (2) the agency determines, in connection with the review by the agency of the plan required under section 1831o of this title or otherwise, that such prior notice is appropriate.”)

Illinois Banking Act, 205 ILCS 5/13 (“A bank chartered under this Act may change its main banking premises by filing written application with the Commissioner, on forms prescribed by the Commissioner, provided (i) the change shall not be a removal to a new location without complying with the capital requirements of Section 7 and of subsection (1) of Section 10 of this Act; (ii) the Commissioner approves the relocation or change; and (iii) the bank complies with any applicable federal law or regulation.”)

Illinois Banking Act, 205 ILCS 5/2 (“‘Main banking premises’ means the location that is designated in a bank's charter as its main office.”)

12 CFR 303.44(a) (“For applications to relocate a main office, notice shall be published at least once each week on the same day for two consecutive weeks. The required publication shall be made in the following communities: . . . (2) To relocate a main office. In the community in which the main office is currently located and in the community to which it is proposed the main office will relocate. . . .”)

12 CFR 303.44(c) (“In the case of applications to relocate a main office or a branch, a copy of the required newspaper publication shall be posted in the public lobby of the office to be relocated for at least 15 days beginning on the date of the last published notice required by paragraph (a) of this section.”)

12 CFR 303.42 (“An applicant shall submit an application to the appropriate FDIC office on the date the notice required by § 303.44 is published, or within 5 days after the date of the last required publication.”)

Interagency CRA Q&As, Question .43(c)-1 (“What is an institution's “main office”? A1. An institution's main office is the main, home, or principal office as designated in its charter.”)