---
kind: "section"
citation: "12 C.F.R. § 225.11"
title: "12"
number: "225.11"
heading: "Transactions requiring Board approval."
url: "https://uscodex.org/cfr/12/225.11"
---

# §225.11. Transactions requiring Board approval.


The following transactions require the Board's prior approval under section 3 of the Bank Holding Company Act except as exempted under [§ 225.12](/cfr/12/225.12.md) or as otherwise covered by [§ 225.17](/cfr/12/225.17.md) of this subpart:

- (a) **Formation of bank holding company.** Any action that causes a bank or other company to become a bank holding company.
- (b) **Acquisition of subsidiary bank.** Any action that causes a bank to become a subsidiary of a bank holding company.
- (c) **Acquisition of control of bank or bank holding company securities.**
  - (1) The acquisition by a bank holding company of direct or indirect ownership or control of any voting securities of a bank or bank holding company, if the acquisition results in the company's control of more than 5 percent of the outstanding shares of any class of voting securities of the bank or bank holding company.
  - (2) An acquisition includes the purchase of additional securities through the exercise of preemptive rights, but does not include securities received in a stock dividend or stock split that does not alter the bank holding company's proportional share of any class of voting securities.
- (d) **Acquisition of bank assets.** The acquisition by a bank holding company or by a subsidiary thereof (other than a bank) of all or substantially all of the assets of a bank.
- (e) **Merger of bank holding companies.** The merger or consolidation of bank holding companies, including a merger through the purchase of assets and assumption of liabilities.
- (f) **Transactions by foreign banking organization.** Any transaction described in [paragraphs (a) through (e)](#a..e) of this section by a foreign banking organization that involves the acquisition of an interest in a U.S. bank or in a bank holding company for which application would be required if the foreign banking organization were a bank holding company.

## Notes

### Source

Source: Reg. Y, 62 FR 9324, Feb. 28, 1997, unless otherwise noted.

### Authority

Authority: 12 U.S.C. 1817(j)(13), 1818, 1828(o), 1831i, 1831p-1, 1843(c)(8), 1844(b), 1972(1), 3106, 3108, 3310, 3331-3351, 3354, 3906, 3907, and 3909; 15 U.S.C. 1681s, 1681w, 6801 and 6805.

### Source

Source: Reg. Y, 49 FR 818, Jan. 5, 1984, unless otherwise noted.