---
kind: "section"
citation: "12 C.F.R. § 303.185"
title: "12"
number: "303.185"
heading: "Merger transactions involving foreign banks or foreign organizations."
url: "https://uscodex.org/cfr/12/303.185"
---

# §303.185. Merger transactions involving foreign banks or foreign organizations.

- (a) **Merger transactions involving an insured branch of a foreign bank.** Merger transactions requiring the FDIC's prior approval as set forth in [§ 303.62](/cfr/12/303.62.md) include any merger transaction in which the resulting institution is an insured branch of a foreign bank which is not a federal branch, or any merger transaction which involves any insured branch and any uninsured institution. In such cases:
  - (1) References to an eligible depository institution in [subpart D](/cfr/12/subpartD.md) of this part include an eligible insured branch as defined in [§ 303.181](/cfr/12/303.181.md);
  - (2) The definition of a corporate reorganization in [§ 303.61(b)](/cfr/12/303.61.md?p=b) includes a merger transaction between an insured branch and other branches, agencies, or subsidiaries in the United States of the same foreign bank; and
  - (3) For the purposes of [§ 303.62(b)(1)](/cfr/12/303.62.md?p=b-1) on interstate mergers, a merger transaction involving an insured branch is one involving the acquisition of a branch of an insured bank without the acquisition of the bank for purposes of section 44 of the FDI Act ([12 U.S.C. 1831u](/usc/12/1831u.md)) only when the merger transaction involves fewer than all the insured branches of the same foreign bank in the same state.
- (b) **Certain merger transactions with foreign organizations outside any State.** Merger transactions requiring the FDIC's prior approval as set forth in [§ 303.62](/cfr/12/303.62.md) include any merger transaction in which an insured depository institution becomes directly liable for obligations which will, after the merger transaction, be treated as deposits under section 3(l)(5)(A)(i)-(ii) of the FDI Act ([12 U.S.C. 1813(l)(5)(A)(i)-(ii)](/usc/12/1813.md?p=l-5-A-i..l-5-A-ii)), as a result of a merger or consolidation with a foreign organization or an assumption of liabilities of a foreign organization.

## Notes

### Authority

Authority: 12 U.S.C. 378, 1464, 1813, 1815, 1817, 1818, 1819(a) (Seventh and Tenth), 1820, 1823, 1828, 1829, 1831a, 1831e, 1831 o, 1831p-1, 1831w, 1835a, 1843(l), 3104, 3105, 3108, 3207, 5414, 5415, and 15 U.S.C. 1601-1607.

### Source

Source: 67 FR 79247, Dec. 27, 2002, unless otherwise noted.