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Public Law 511 - 84th Congress
Chapter 240 - 2d Session
H. R. 6227
AN ACT

_______ All 70 Stat. 133.

T o define bank holding companies, control their future expansion, and require
divestment of their nonbanking interests.

Be it enacted by the Senate and House o f Representatives o f the
United States o f America in Congress assembled. That this Act may B k Holdin«
an
be cited as the ‘‘Bank Holding Company Act of 1951)*’.
‘ of^ses A t
O
DEFINITIONS

S ec . 2 (a) “Bank holding company” means any company (1 )
which directly or indirectly owns, o6ntrols, or holds with power to
vote, 25 per centum or more of the voting shares of each of two or
more banks or of a company which is or becomes a bank holding com­
pany by virtue of this Act, or (2) which controls in any manner the
election of a majority of the directors of each of two or more banks, or
(3) for the benefit oi whose shareholders or members 25 per centum or
more of the voting shares of each of two or more banks or a bank
holding company is held by trustees; and for the purposes of this Act,
any successor to any such company shall be deemed to be a bank
holding company from the date as of which such predecessor company
became a bank holding company. Notwithstanding the foregoing
(A) no bank shall be a bank holding company by virtue of its owner­
ship or control of shares in a fiduciary capacity, except where such
shares are held for the benefit of the shareholders of such bank, (B)
no company shall be a bank holding company which is registered
under the Investment Company Act of 1940, and was so registered 15
80a-51
prior to May 15, 1955 (or which is affiliated with any such company
in such manner as to constitute an affiliated company within the mean­
ing of such Act), unless such company (or such affiliated company),
as the case may be, directly owns 25 per centum or more of the voting
shares of each of two or more banks, (C) no company shall be a
bank holding company by virtue of its ownership or control of shares
acquired by it in connection with its underwriting of securities and
which are held only for such period of time as will permit the sale
thereof upon a reasonable basis, (D) no company formed for the sole
purpose of participating in a proxy solicitation shall be a bank holding
company by virtue of its control of voting rights of shares acquired
in the course of such solicitation, and (E) no company shall be a bank
holding company if at least 80 per centum of its total assets are com­
posed of holdings in the field of agriculture.
(b) “Company” means any corporation, business trust, association,
or similar organization, but shall not include (1) any corporation the
majority of the shares of which are owned by the United States or
by any State, or (2) any corporation or community chest, fund, or
foundation, organized and operated exclusively for religious, charita­
ble, or educational purposes, no part of the net earnings of which
inures to the benefit of any private shareholder or individual, and
no substantial part of the activities of which is carrying on propa­
ganda, or otherwise attempting to influence legislation, or (3) any
partnership.
(c) “Bank” means any national banking association or any State
bank, savings bank, or trust company, but shall not include any organ­
ization‘.operating under section 25 (a) of the Federal Reserve A c t,^ u s c^ ll7^
or any organization which does not do business within the Unitea
9
States. “State member bank” means any State bank which is a mem -,lstajte member
ber of the Federal Reserve System. “District bank” means any State
bank"

E ftio
jjJ r t

20366 O— 58--------55




-

A ll 70 S ta t. 134.______________

2-

bank organized or operating under the Code of Law for the District
of Columbia.
(d) “Subsidiary”, with respect to a specified bank holding com­
pany, means (1) any company 25 per centum or more of whose voting
shares (excluding snares owned by the United States or by any comany wholly owned by the United States) is owned or controlled
y such bank holding company; or (2) any company the election
of a majority of whose directors is controlled in any manner by such
bank holding company; or (3) any company 25 per centum or more
of whose voting shares are held by trustees for the Denefit of the share­
holders or members of such bank holding company.
(e) The term “successor” shall include any company which acquires
directly or indirectly from a bank holding company shares of any
bank, when and if the relationship between sucn company and the
bank holding company is such that the transaction effects no substan­
tial change in the control of the bank or beneficial ownership of such
shares of such bank. The Board may, by regulation, further define
the term “successor” to the extent necessary to prevent evasion of the
purposes of this Act.
(f) “Board” means the Board of Governors of the Federal Reserve
System.
(g) “Agriculture”, as used in section 2 (a), includes farming in
all its branches including fruitgrowing, dairying, the raising of live­
stock, bees, fur-bearing animals, or poultry, forestry or lumbering
operations, and the production of naval stores, and operations directly
related thereto.

E

ACQUISITION OF BANK SHARES OR ASSETS

S ec . 3. (a) It shall be unlawful except with the prior approval of
the Board (1) for any action to be taken which results in a company
becoming a bank holding company under section 2 (a) of this Act;
(2) for any bank holding company to acquire direct or indirect owner­
ship or control of any voting shares of any bank if, after such
acquisition, such company will directly or indirectly own or control
more than 5 per centum of the voting shares of such bank; (3) for
any bank holding company or subsidiary thereof, other than a bank,
to acquire all or substantially all of the assets of a bank; or (4) for
aiiy bank holding company to merge or consolidate with any other
bank holding company. Notwithstanding the foregoing this prohibi­
tion shall not apply to (A) shares acquired by al)ank, (i) in good
faith in a fiduciary capacity, except where such shares are held for
the benefit of the shareholders of such bank, or (ii) in the regular
course of securing or collecting a debt previously contracted in good
faith, but any shares acquired after the date of enactment of this Act
in securing or collecting any such previously contracted debt shall be
disposed of within a period of two years from the date on which they
were acquired; or (B) additional shares acquired by a bank holding
company in a bank in which such bank holding company owned or
controlled a majority of the voting shares prior to such acquisition.
(b)
Upon receiving from a company any application for approval
under this section, the Board shall give notice to the Comptroller of
the Currency, if the applicant company or any bank the voting shares
or assets of which are sought to oe acquired is a national banking
association or a District bank, or to the appropriate supervisory
authority of the interested State, if the applicant company or any
bank the voting shares or assets of which are sought to be acquired
is a State bank, and shall allow thirty days within which the views
and recommendations of the Comptroller of the Currency or the State




-

3-

AII 70 S t a t. 13S.

supervisory authority, as the case may be, may be submitted. I f the
Comptroller of the Currency or the State supervisory authority so
notified by the Board disapproves the application in writing within
said thirty days, the Board shall forthwith give written notice of
that fact to the applicant. Within three days after giving such notice
to the applicant, the Board shall notify in writing the applicant and
the disapproving authority of the date for commencement of a hear­
ing by it on such application. Any such hearing shall be commenced
not less than ten nor more than thirty days after the Board has given
written notice to the applicant of the action of the disapproving
authority. The length of any such hearing shall be determined by
the Board, but it shall afford all interested parties a reasonable oppor­
tunity to testify at such hearing. At the conclusion thereof, the Board
shall by order grant or deny the application on the basis of the record
made at such hearing.
(c) In determining whether or not to approve any acquisition or
merger or consolidation under this section, the Board shall take into
consideration the following factors: (1) the financial history and
condition of the company or companies and the banks concerned; (2)
their prospects; (3) the character of their management; (4) the con­
venience, needs, and welfare of the communities and the area con­
cerned ; and (5) whether or not the effect of such acquisition or merger
or consolidation would be to expand the size or extent of the bank
holding company system involved beyond limits consistent with ade­
quate and sound banking, the public interest, and the preservation of
competition in the field of banking.
(d) Notwithstanding any other provision of this section, no appli­
cation shall be approved under this section which will permit any
bank holding company or any subsidiary thereof to acquire, directly
or indirectly, any voting shares of, interest in, or all or substantially all
of the assets of any additional bank located outside of the State in
which such bank holding company maintains its principal office and
place of business or in which it conducts its principal operations unless
the acquisition of such shares or assets of a State bank by an out-ofState bank holding company is specifically authorized by the statute
laws of the State in which such bank is located, by language to that
effect and not merely by implication.
INTERESTS IN N ON BAN K IN G ORGANIZATIONS

S ec . 4. (a) Except as otherwise provided in this Act, no bank hold­
ing company shall—
(1) after the date of enactment of this Act acquire direct or
indirect ownership or control of any voting shares of any com­
pany which is not a bank, or
(2) after two years from the date of enactment of this Act or
from the- date as of which it becomes a bank holding company,
whichever is later, retain direct or indirect ownership or control
of any voting shares of any company which is not a bank or a bank
holding company or engage in any business other than that of
banking or of managing or controlling banks or of furnishing
services to or performing services for any bank of which it owns or
controls 25 per centum or more of the voting shares.
The Board is authorized, upon application by a bank holding company,
to extend the period referred to in paragraph (2) above from time to
time as to such bank holding company for not more than one year at a
time if, in its judgment, sucn an extension would not be detrimental to
the public interest, but no such extensions shall extend beyond a date




All 70 Stat. 1 3 6 « ____________

-

4-

five years after the date of enactment of this Act or five years after the
date as of which a company becomes a bank holding company, which­
ever is later.
(b)
After two years from the date of enactment of
certificate evidencing shares of any bank holding company shall bear
any statement purporting to represent shares of any other company
except a bank or a bank holding company, nor shall the ownership,
sale, or transfer of shares of any bank holding company be conditioned
in any manner whatsoever upon the ownership, sale, or transfer of
shares of any other company except a bank or a bank holding company.
Nonapplioability
(c) The prohibitions in this section shall not apply—
of prohibitions.
( i ) to shares owned or acquired by a bank holding company
in any company engaged solely in holding or operating properties
used wholly or substantially by any bank with respect to which it
is a bank holding company in its operations or acquired for such
future use or engaged solely in conducting a safe deposit business,
or solely in the Dusiness of furnishing services to or performing
services for such holding company and banks with respect to which
it is a bank holding company, or in liquidating assets acquired
from such bank holding company and such banks;
(2) to shares acquired by a bank holding company which is a
bank, or by any banking subsidiary of a bank holding company,
in satisfaction of a debt previously contracted in good faith, but
such bank holding company or such subsidiaries shall dispose of
such shares within a period of two years from the date on which
they were acquired or from the date of enactment of this Act,
whichever is later;
(3) to shares acquired by a bank holding company from any
of its subsidiaries which subsidiary has been requested to dispose
of such shares by any Federal or State authority having statutory
power to examine such subsidiary, but such bank holding com­
pany shall dispose of such shares within a period of two years
from the date on which they were acquired or from the date of
enactment of this Act, whichever is later;
(4) to shares which are held or acquired by a bank holding
company which is a bank or by any banging subsidiary of a banK
holding company, in good faith in a fiduciary capacity, except
where such shares are held for the benefit of the shareholders
of such bank holding company or any of its subsidiaries, or to
shares which are of the kinds and amounts eligible for investment
by National banking associations under the provisions of section
12 use 24.
5136 of the Revised Statutes, or to shares lawfully acquired and
owned prior to the date of enactment of this Act by a bank which
is a bank holding company, or by any of its wholly owned
subsidiaries;
(5) to shares of any company which are held or acquired by
a bank holding company which do not include more than 5 per
centum of the outstanding voting securities of such company, and
do not have a value greater than 5 per centum of the value of the
total assets of the bank holding company, or to the ownership
by a bank holding company of shares, securities, or obligations of
an investment company which is not a bank holding company
and which is not engaged in any business other than investing
in securities, which securities do not include more than 5 per
centum of the outstanding voting securities of any company and do
not include any single asset having a value greater than 5 per
centum of the value of the total assets of the Dank holding com­
pany;




A ll 70 S ta t. 137.

(6) to shares of any company all the activities of which are of
a financial, fiduciary, or insurance nature and which the Board
after due notice and hearing, and on the basis of the record made
at such hearing, by order has determined to be so closely related
to the business of banking or of managing or controlling banks
as to be a proper incident thereto and as to make it unnecessary
for the prohibitions of this section to apply in order to carry out
the purposes of this Act;
(7) to any bank holding company which is a labor, agricultural,
or horticultural organization and which is exempt from taxation
68A Stat. 163.
under section 501 of the Internal Revenue Code of 1954; or
26 USC 501.
(8) to shares held or acquired by a bank holding company in
any company which is organized under the laws of a foreign
country and which is engaged principally in the banking business
outside the United States.
ADMINISTRATION

Sec. 5. (a) Within one hundred and eighty days after the date of
enactment of this Act, or within one hundred ana eighty days after
becoming a bank holding company, whichever is later, each bank
holding company shall register with the Board on forms prescribed
by the Board, which shall include such information with respect to the
financial condition and operations, management, and intercompany
relationships of the bank holding company and its subsidiaries, and
related matters, as the Board may deem necessary or appropriate to
carry out the purposes of this Act. The Board may, in its discretion,
extend the time within which a bank holding company shall register
and file the requisite information.
(b) The Board is authorized to issue such regulations and orders as
may be necessary to enable it to administer and carry out the purposes
of this Act and prevent evasions thereof.
(c) The Board from time to time may require reports under oath
to keep it informed as to whether the provisions of this Act and such
regulations and orders issued thereunder have been complied with;
and the Board may make examinations of each bank holding company
and each subsidiary thereof, the cost of which shall be assessed against,
and paid by, such holding company. The Board shall, as far as pos­
sible, use the reports of examinations made by the Comptroller of the
Currency, the Federal Deposit Insurance Corporation, or the appro­
priate State bank supervisory authority for the purposes o f this
section.
(d) Before the expiration of two years following the date of enact­ Report to
Congress.
ment of this Act, and each year thereafter in the Board’s annual
report to the Congress, the Board shall report to the Congress the
results of the administration of this Act; stating what, if any, sub­
stantial difficulties have been encountered m carrying out the purposes
of this Act, and any recommendations as to changes in the law which
in the opinion of the Board would be desirable.
BORROWING BY BAN K HOLDING COMPANY OR ITS SUBSIDIARIES

S ec . 6. (a) From and after the date of enactment of this Act, it
shall be unlawful for a bank—
(1) to invest any of its funds in the capital stock, bonds, deben­
tures, or other obligations of a bank holding company of which
it is a subsidiary, or of any other subsidiary of such bank holding
company;
(2) to accept the capital stock, bonds, debentures, or other obli­
gations of a bank holding company of which it is a subsidiary or
any other subsidiary of such bank holding company, as collateral




-6All 70 Stat. 138.

Ante, p. 136.

~ security tor advances made to any person or company: Provided,
however, That any bank may accept such capital stock, bonds,
debentures, or other obligations as security for debts previously
contracted, but such collateral shall not be held for a period of
over two years;
(3) to purchase securities, other assets or obligations under
repurchase agreement from a bank holding company of which
it is a subsidiary or any other subsidiary of sucn bank holding
company; and
(4) to make any loan, discount or extension of credit to a bank
holding company o f which it is a subsidiary or to any other
subsidiary o f such bank holding company.
Non-interest-bearing deposits to the credit of a bank shall not be
deemed to be a loan or advance to the bank of deposit, nor shall the
giving of immediate credit to a bank upon uncollected items received
in the ordinary course of business be deemed to be a loan or advance
to the depositing bank.
(b)
The provisions of this section shall not apply (1
stock, bonds, debentures, or other obligations of any company described
in section 4 (c) (1) of this Act, or (2) to any company whose subsid­
iary status has arisen out of a bona fide debt to the bank contracted
prior to the date o f the creation of such status, or (3) to any company
whose subsidiary status exists by reason o f the ownership or control
of voting shares thereof by the bank as executor, administrator, trus­
tee, receiver, agent, or depositary, or in any other fiduciary capacity,
except where such shares are held for the benefit of all or a majority
o f the stockholders of such bank.
RESERVATION OF RIGHTS TO STATES

S ec. 7. The enactment by the Congress of the Bank Holding Com­
pany Act of 1956 shall not be construed as preventing any State from
exercising such |>owers and jurisdiction which it now has or may
hereafter have with respect to banks, bank holding companies, ana
subsidiaries thereof.
PENALTIES

62. Stat. 750.

S ec. 8. Any company which willfully violates any provision of
this Act, or any regulation or order issued by the Board pursuant
thereto, shall upon conviction be fined not more than $1,000 for each
day during which the violation continues. Any individual who will­
fully participates in a violation of any provision of this Act shall
upon conviction be fined not more than $10,000 or imprisoned not
more than one year, or both. Every officer, director, agent, and em­
ployee of a bank holding company shall be subject to the same pen­
alties for false entries in any book, report, or statement of such bank
holding company as are applicable to officers, directors, agents, and
employees o f member banks for false entries in any books, reports, or
statements of member banks under section 1005 of title 18, United
States Code.
JUDICIAL REVIEW

Sec. 9. Any party aggrieved by an order o f the Board under this
Act may obtain a review of such order in the United States Court
of Appeals within any circuit wherein such party has its principal
place of business, or in the Court of Appeals in the District of Colum­
bia, bv filing in the court, within sixty days after the entry o f the
Boarct’s order, a petition praying that the order of the Board be set
aside. A copy of such petition shall be forthwith served upon the




-

7-

A ll 70 S t a t. 139.

Board, and thereupon the Board shall certify and file in the court
a transcript of the record made before the Board. Upon the filing
of the transcript the court shall have jurisdiction to affirm, set aside,
or modify the order of the Board and to require the Board to take
such action with regard to the matter under review as the court deems
proper. The findings of the Board as to the facts, if supported by
substantial evidence, shall be conclusive.
AM ENDM ENTS TO INTERNAL REVENUE CODE OF 1 9 5 4

S e c . 10. (a) Subchapter O of chapter 1 of the Internal Revenue l^us^iooi-5*
Code of 1954 is amended by adding at the end thereof the following 1 0 9 1 .
new part:

“PART V III— DISTRIBUTIONS PURSUANT TO BANK
HOLDING COMPANY ACT OF 1956
“ Sec. 1101. Distributions pursuant to Bank Holding Company Act of
1956.
“ Sec. 1102. Special rules.
“ Sec. 1103. Definitions.

“SEC. 1101. DISTRIBUTIONS PURSUANT TO BANK HOLDING COMPANY
ACT OF 1956.
“ (a) D istr ibu tio ns

of C e r tain N o n - B a n k in g P roperty .—
“ (1 ) D ist r ib u t io n s of prohibited property .— I f —

“ (A ) a qualified bank holding corporation distributes pro­
hibited property (other than stock received in an exchange to
which subsection (c) (2) applies)—
“ (i) to a shareholder (with respect to its stock held by
such shareholder), without the surrender by such share­
holder of stock in such corporation; or
“ (ii) to a shareholder, m exchange for its preferred
stock; or
“ (iii) to a security holder, in exchange for its secu­
rities; and
“ (B) the Board has, before the distribution, certified that
the distribution of such prohibited property is necessary
or appropriate to effectuate section 4 of the Bank Holding fo— p*
-»
Company Act of 1956,
then no gain to the shareholder or security holder from the receipt
of such property shall be recognized.
“ (2 )

D ist r ib u t io n s

of stock a n d securities received i n

an

EXCHANGE t o W H IC H SUBSECTION (C) ( 2 ) APPLIES.---- If—

“ (A ) ft qualified bank holding corporation distributes—
“ (i) common stock received in an exchange to which
subsection (c) (2) applies to a shareholder (with respect
to its stock held Dy such shareholder), without the sur­
render by such shareholder of stock in such corporation;
or
“ (ii) common stock received in an exchange to which
subsection (c) (2) applies to a shareholder, in exchange
for its common stock; or
“ (iii) preferred stock or common stock received in an
exchange to which subsection (c) (2) applies to a share­
holder, in exchange for its preferred stock; or
“ (iv) securities or preferred or common stock received
in an exchange to which subsection (c) (2) applies to a
security holder, in exchange for its securities; and
“ (B) any preferred stock received has substantially the
same terms as the preferred stock exchanged, and any securi-




*

- 8 -

A ll 70 S t a t. 140.

ties received have substantially the same terms as the securities
exchanged,

then, except as provided in subsection (f), no gain to the share­
holder or security holder from the receipt of such stock or such
securities or such stock and securities shall be recognized.
“ (3 ) N o n p r o r a t a d i s t r i b u t i o n s .— P aragraphs (1 ) and (2 )
shall apply to a distribution whether or not the distribution is
pro rata w ith respect to all o f the shareholders o f the distributing
qualified bank h old in g corporation.

“ (4) E x c e p t i o n . — This subsection shall not apply to any dis­
tribution by a corporation which has made an}’ distribution pur­
suant to subsection (b).
“ (5 )

D

i s t r i b u t i o n s i n v o l v i n g g i f t or c o m p e n s a t i o n .—

“In the case of a distribution to which paragraph (1) or (2) applies,
but which—
“ (A) results in a gift, see section 2501, and following, or
“(B) has the effect of the payment of compensation, see
section 61 (a) (1).

68A S t a t . 4 0 3 .
26 USC 2 5 0 1 .
26 USC 6 1 .

“ (b ) C orporation C easin g
“ (1 )

D

is t r ib u t io n s

of

To Be

a

Bank H

property w h ic h

olding

cause

a

C o m p a n y .—
c o r p o r a t io n

TO BE A B A N K HOLDING COM PANY.— I f —

A n te ,

p. 133,

“ (A) a qualified bank holding corporation distributes
property (other than stock received in an exchange to which
subsection (c) (3) applies)—
“ (i) to a shareholder (with respect to its stock held
by such shareholder), without the surrender by such
shareholder of stock in such corporation; or
“ (ii) to a shareholder, in exchange for its preferred
stock j or
“ (iii) to a security holder, in exchange for its securi­
ties; and
W
(B) the Board has, before the distribution, certified
that—
“ (i) such property is all or part of the property by
reason of which such corporation controls (within the
meaning of section 2 (a) of the Bank Holding Company
Act of 195G) a bank or bank holding company, or sucn
property is part of the property by reason of which such
corporation did control a bank or a bank holding com­
pany before any property of the same kind was distrib­
uted under this subsection or exchanged under subsection
(c) (3 ); and
“ (ii) the distribution is necessary or appropriate to
effectuate the policies of such Act,
then no gain to the shareholder or security holder from the receipt
of such property shall be recognized.
“ (2 ) D istr ibu tio n s o r

stock a n d securities received i n




an

(c) (3) APPLIES.—If—
“ (A) a qualified bank holding corporation distributes—
“ (i) common stock received m an exchange to which
subsection (c) (3) applies to a shareholder (with respect
to its stock held by such shareholder), without the sur­
render by such shareholder of stock in such corporation;
or
“ (ii) common stock received in an exchange to which
subsection (c) (3) applies to a shareholder, in exchange
for its common stock; or

EXCHANGE TO W H IC H SUBSECTION

A ll 70 S ta t. 141.

“ (iii) preferred stock or common stock received in
an exchange to which subsection (c) (3) applies to a
shareholder, in exchange for its preferred stock; or
“ (iv) securities or preferred or common stock received
in an exchange to which subsection (c) (3) applies to a
security holder, in exchange for its securities; and
“ (B) any preferred stock received has substantially the
same terms as the preferred stock exchanged, and any se­
curities received have substantially the same terms as the
securities exchanged,
then, except as provided in subsection (f), no gain to the share­
holder or security holder from the receipt of such stock or such
securities* or such stock and securities shall be recognized.
“ (3) Non p r o r a t a d i s t r i b u t i o n s . — Paragraphs (1) and (2)
shall apply to a distribution whether or not the distribution is
pro rata with respect to all of the shareholders of the distributing
qualified bank holding corporation.
“ ( 4 ) E x c e p t i o n . —This subsection shall not apply to any dis­
tribution by a corporation, which has made any distribution pur­
suant to subsection (a).
“ (5 )

D

i s t r i b u t i o n s i n v o l v i n g g i f t o r c o m p e n s a t i o n .—

“In the case of a distribution to which paragraph (1) or (2) applies,
“(A) results in a gift, see section 2501, and following, or
o^T^oRni03'
“(B) has the effect of the payment of compensation, see Zb UC
b
section 61 (a) (1).
26 USC 6 1 .
“ (c)

P r o p e r t y A c q u i r e d A f t e r M a y 15, 1955.—
“ (1) I n g e n e r a l . — Except as provided in paragraphs (2) and
(3), subsection (a) or (b) snail not apply to—
“ (A) any property acquired by the distributing corpora­
tion alter May 15, 1955, unless (i) gain to such corporation
with respect to the receipt of such property was not recog­
nized by reason of subsection (a) or (b), or (ii) such prop­
erty was received by it in exchange for all of its stock in
an exchange to which paragraph (2) or (3) applies, or (iii)
such property was acquired by the distributing corporation
in a transaction in which gain was not recognized under
section 305 (a) or section 332, or under section 354 with q oU 3 54 ° 53 6o
q S
respect to a reorganization described in section 368 (a) (1)
9
’
(E) or (F ), or
“ (B) any property which was acquired by the distributing
corporation in a distribution with respect to stock acquired
by such corporation after May 15,1955, unless such stocK was
acquired by such corporation (i) in a distribution (with
respect to stock held by it on May 15, 1955, or with respect
to stock in respect of which all previous applications of this
clause are satisfied) with respect to which gain to it was not
recognized by reason of subsection (a) or (b), or (ii) in
exchange for all of its stock in an exchange to which para­
graph (2) or (3) applies, or (iii) in a transaction in which
gain was not recognized under section 305 (a) or section 332,
or under section 354 with respect to a reorganization described
in section 368 (a) (1) (E) or (F ),or
“ (C) any property acquired by the distributing corpora­
tion in a transaction in which gain was not recognized under
section 332, unless such property was acquired from a corpo­
ration which, if it had been a qualified bank holding corpora­
tion, could have distributed such property under subsection
(a) (1) or (b) (1).




“ (2 )

E

x c h a n g e s i n v o l v i n g p r o h i b i t e d p r o p e r t y .—

I f—

“ (A ) Any qualified bank holding corporation exchanges
(i) property, which, under subsection (a) (1), such corpo­
ration could distribute directly to its shareholders or se­
curity holders without the recognition of gain to such share­
holders or security holders, and other property (except prop­
erty described in subsection (b) (1) (B) (i)), for (n) all of
the stock of a second corporation created and availed of solely
for the purpose of receiving such property;
“ (B) immediately after the exchange, the qualified bank
holding corporation distributes all of such stock in a manner
prescribed in subsection (a) (2) ( A ) ; and
“ (C) before such exchange, the Board has certified (with
respect to the property exchanged which consists of property
which, under subsection (a) (1), such corporation could dis­
tribute directly to its shareholders or security holders with­
out the recognition of gain) that the exchange and distribu­
tion are necessary or appropriate to effectuate section 4 of the
Bank Holding Company Act of 1956,
then paragraph (1) shall not apply with respect to such distribu­
tion.
“ (3 )

E

xchanges

in v o l v in g

in t e r e s t s

in

b a n k s .—

I f—

“ (A ) any qualified bank holding corporation exchanges (i)
property which, under subsection (b) (1), such corporation
could distribute directly to its shareholders or security holders
without the recognition of gain to such shareholders or secur­
ity holders, and other property (except prohibited property),
for (ii) all of the stock of a second corporation created and
availed of solely for the purpose of receiving such property;
“ (B) immediately after the exchange, the qualified bank
holding corporation distributes all of such stock in a manner
prescribed in subsection (b) (2) (A ) ; and
“ (C) before such exchange, the Board has certified (with
respect to the property exchanged which consists of property
which, under subsection (b) (1), such corporation could
distribute directly to its shareholders or security holders
without the recognition of gain) that—
“ (i) such property is all or part of the property by
reason of which such corporation controls (within the
meaning of section 2 (a) of the Bank Holding Com­
pany Act of 1956) a bank or bank holding company,
or such property is part of the property by reason of
which such corporation did control a bank or a bank
holding company before any property of the same kind
was distributed under subsection (b) (1) or exchanged
under this paragraph; and
“ (ii) the exchange and distribution are necessary or
appropriate to effectuate the policies of such Act,
then paragraph (1) shall not apply with respect to such distri­
bution.
“ (d )

D is t r ib u t i o n s T o A v o id F e d e r a l I n c o m e

T a x .—

“ (1) P r o h i b i t e d p r o p e r t y . — Subsection (a) shall not apply
to a distribution if, in connection with such distribution, the dis­
tributing corporation retains, or transfers after May 15, 1955,
to any corporation, property (other than prohibited property)
as part of a plan one of the principal purposes of which is the
distribution of the earnings and profits of any corporation.
“ ( 2 ) B a n k i n g p r o p e r t y . — Subsection (b) shall not apply to
a distribution if, in connection with such distribution, the dis-




-

11-

A ll 70 S ta t, 14S.

tributing corporation retains, or transfers after May 15, 1955,
to any corporation, property (other than property described in
subsection (b) (1) (B) ( i) ) as part of a plan one of the principal
purposes of which is the distribution of the earnings and profits
of any corporation.
“ ( 3 ) C e r t a i n c o n t r i b u t i o n s t o c a p i t a l . — In the case of a dis­
tribution a portion of which is attributable to a transfer which
is a contribution to the capital of a corporation, made after May
15, 1955, and prior to the date of the enactment of this part, if
subsection (a) or (b) would apply to such distribution but for
the fact that, under paragraph (1) or (2) (as the case may be)
of this subsection, such contribution to capital is part of a plan
one of the principal purposes of which is to distribute the earnings
and profits of any corporation, then, notwithstanding paragraph
(1) or (2), subsection (a) or (b) (as the case may be) shall apply
to that portion of such distribution not attributable to such con­
tribution to capital, and shall not apply to that portion of such
distribution attributable to such contribution to capital.
“ (e) F i n a l C e r t i f i c a t i o n . —
“ ( 3 ) F o r s u b s e c t i o n (a).— Subsection (a) shall not apply
with respect to any distribution by a corporation unless the Board
certifies that, before the expiration of the period permitted under
section 4 (a) of the Bank Holding Company Act of 1956 (including any extensions thereof granted to such corporation under
such section 4 (a)), the corporation has disposed of all the
property the disposition of which is necessary or appropriate to
effectuate section 4 of such Act (or would have been so necessary
or appropriate if the corporation had continued to be a bank hold­
ing company).
“ (2) F o r s u b s e c t i o n (b).—
“ (A) Subsection (b) shall not apply with respect to any
distribution by any corporation unless the Board certifies
that, before the expiration of the period specified in subpara­
graph (B), the corporation has ceased to be a bank holding
company.
“ (B) The period referred to in subparagraph (A) is the
period which expires 2 years after the date of the enactment
of this part or 2 years after the date on which the corporation
becomes a bank holding company, whichever date is later.
The Board is authorized, on application by any corporation,
to extend such period from time to time with respect to
such corporation for not more than one year at a time if, in
its judgment, such an extension would not be detrimental
to the public interest; except that such period may not in
any case be extended beyond the date 5 years after the date
of the enactment of this part or 5 years* after the date on
which the corporation becomes a bank holding company,
whichever date is later.
“ (f) C e r t a i n . E x c h a n g e s o f S e c u r i t i e s . — In the case of an ex­
change described in subsection (a) (2) (A) (iv) or subsection (b)
(2) (A) (iv), subsection (a) or subsection (b) (as the ease may be)
shall apply only to the extent that the principal amount of the securi­
ties received does not exceed the principal amount of the securities
exchanged.

P 135.
*

“SEC. 1102. SPECIAL RULES.
“ (a) B a s i s o f P r o p e r t y A c q u i r e d i n D i s t r i b u t i o n s . — If, by reason
of section4101, gain is not recognized with respect to the receipt of any Ante, p. 139.
property, then, under regulations prescribed by the Secretary or his
delegate—




A l l tO S ta t. 144.____________

68A S t a t . 803*
26 USC 6 5 0 1 .

A nte, p . 1 3 5 .
A nte, p . 1 4 3 .

“ (1) if the property is received by a shareholder with respect
to stock, without the surrender by sudi shareholder of stock, the
basis of the property received and of the stock with respect to
which it is distributed shall, in the distributee’s hands, be deter­
mined by allocating between such property and such stock the
adjusted basis of such stock; or
“ (2) if the property is received by a shareholder in exchange
for stock or by a security holder in exchange for securities, the
basis of the property received shall, in the distributee’s hands, be
the same as the adjusted basis of the stock or securities exchanged,
increased by—
“ (A) the amount of the property received which was
treated as a dividend, and
“ (B) the amount of gain to the taxpayer recognized on
the property received (not including any portion of such gain
which was treated as a dividend).
“ (b) P eriods of L im it a t io n .—The periods of limitation provided
in section 6501 (relating to limitations on assessment and collection)
shall not expire, with respect to any deficiency (including interest ana
additions to the tax) resulting solely from the receipt of property
by shareholders in a distribution which is certified by the Board
under subsection (a), (b), or (c) of section 1101, until five years after
the distributing corporation notifies the Secretary or his delegate
(in such manner and with such accompanying information as the
Secretary or his delegate may by regulations prescribe) that the
period (including extensions thereof) prescribed in section 4 (a) of
the Bank Holding Company Act of 1956, or section 1101 (e) (2) (B ),
whichever is applicable, has expired; and such assessment may be
made notwithstanding any provision of law or rule of law which
would otherwise prevent such assessment.
4 (c ) A llocation of E ar n in g s a n d P rofits .—
4
“ (1 ) D istr ibu tio n of stock i n a controlled

Ante, p . 1 3 9 .

A nte,

p . 142#

corporation .—

In the case of a distribution by a qualified bank holding corpora­
tion under section 1101 (a) (1) or (b) (1) of stock in a controlled
corporation, proper allocation with respect to the earnings and
profits of the distributing corporation and the controlled corpora­
tion shall be made under regulations prescribed by the Secretary
or his delegate.
“ (2) E xc h a n g e s described i n section h o i (o ( 2 ) or (3).— In
the case of any exchange described in section 1101 (c) (2) or (3),
proper allocation with respect to the earnings and profits of the
corporation transferring the property and the corporation receiv­
ing such property shall be made under regulations prescribed by
the Secretary or his delegate.
“ (3) D e f in it io n of controlled corporation .— For purposes
of paragraph (1), the term1‘controlled corporation' means a
corporation with respect to which at least 80 percent of the
total combined' voting pqwer of all classes of stock entitled to
vote and at least 80 percent of the total number of shares of all
other classes of stock is owned by the distributing qualified bank
holding corporation.
"(d ) I t e m iz a t io n of P roperty .— In any certification under this
part, the Board shall make such specification and itemization of prop­
erty as may be necessary to carry out the provisions of this part.

“SEC. 1103. DEFINITIONS.

A n te ,

p . 133.

“ (a) B a n k H olding C o m p a n y .— For purposes of this part, the
term ‘bank holding company’ has the meaning assigned to such term
by section 2 of the Bank Holding Company Act o f 1956.




A ll 70 S ta t, 145.

“ (b)

Q u a l i f i e d B a n k H o l d i n g C o r p o r a t i o n .—

*

I n g e n e r a l . —Except as provided in paragraph ( 2 ) , for
purposes of this part the term ‘qualified bank holding corpora­
tion’ means any corporation (as defined in section 7701 (a) (3) )
which is a bank holding company and which holds prohibited
property acquired by it—
“ (A^ on or before May 15,1955,
“ (B) in a distribution in which gain to such corporation
with respect to the receipt of such property was not recognized by reason of subsection (a) or (b) oi section 1101, or
“ (C) in exchange for all of its stock in an exchange de­
scribed in section 1101 (c) (2) or (c) (3).
“ (1 )

stat. 9 1 1 .
usc 7701#

p 139*
#
P»142#

“ ( 2 ) L i m it a t io n s .—

“ (A) A bank holding company shall not be a qualified
bank holding corporation, unless it would have been a bank
holding company on May 15,1955, if the Bank Holding Com­
pany Act ox 1956 had been in effect on such date, or unless
it is a bank holding company determined solely by reference
to—
“ (i) property acquired by it on or before May 15,
1955,
“ (ii) property acquired by it in a distribution in
which gain to such corporation with respect to the re­
ceipt of such property was not recognized by reason of
subsection (a) or (b) of section 1101, and
A n te, P « 1 3 9 .
“ (iii) property acquired by it in exchange for all of
its stock in an exchange described in section 1101 (c)
(2) or (3).
ktft?* P*l42«
“ (B) A bank holding company shall not be a qualified
bank holding corporation by reason of property described
in subparagraph (B) of paragraph (1) or clause (ii) of
subparagraph (A) of this paragraph, unless such property
was acquired in a distribution with respect to stock, which
stock was acquired by such bank holding company—
“ (i) on or before May 15, 1955,
“ (ii) in a distribution (with respect to stock held by
it on May 15, 1955, or with respect to stock in respect
of which all previous applications of this clause are
satisfied) with respect to which gain to it was not
recognized by reason of subsection (a) or (b) of section A .
1101, or
^
p*139,
“ (iii) in exchange for all of its stock in an exchange
described in section 1101 (c) (2) or (3).
P *142.
“ (C) A corporation shall be treated as a qualified bank
holding corporation only if the Board certifies that it satisfies
the foregoing requirements of this subsection.
“ (c) P r o h i b i t e d P r o p e r t y . — For purposes of this part, the term
‘prohibited property’ means, in the case of any bank holding com­
pany, property (other than nonexempt property) the disposition of
which would be necessary or appropriate to effectuate section 4 of
the Bank Holding Company Act of 1956 if such company continued
» P»135.
to be a bank holding company beyond the period (including any exten­
sions thereof) specified in subsection (a) of such section or in section
1101 (e) (2) (B) of this part, as the case may be. The term ‘pro- 'Prohibited
hibited property’ does not include shares of any company held oy a Pr °Perfcy " .
bank holding company to the extent that the prohibitions of section 4
of the Bank Holding Company Act of 1956 do not apply to the owner­
ship by such bank nolding company of such property by reason of
subsection (c) (5) of such section.




A ll 70 S ta t. 146,________________

6 8 A stat, 2 9 5 .
26 use 1001-

“ (d) N o n e x e m p t P r o p e r t y . —For purposes of this part, the term
‘nonexempt property’ means—
“ (1) obligations (including notes, drafts, bills of exchange,
and bankers’ acceptances) having a maturity at the time of
issuance of not exceeding 24 months, exclusive of days of grace;
“ (2) securities issued by or guaranteed as to principal or in­
terest by a government or subdivision thereof or by any instru­
mentality of a government or subdivision; or
“ (3) money, and tlie right to receive money not evidenced by
a security or obligation (other than a security or obligation de­
scribed in paragraph (1) or (2)).
“ (e) B o a r d . —For purposes of this part, the term ‘Board’ means
the Board of Governors of the Federal Reserve System.”
(b) The table of parts for subchapter O of chapter 1 of the Internal
Revenue Code of 1954 is amended by adding at the end thereof the
following:

1*

“ Part V III. Distributions pursuant to Bank Holding Company Act
of 1956 ”

(c) The amendments made by this section shall apply with respect
to taxable years ending after the date of the enactment of this Act.
SAVING PROVISION

Sec. 11. Nothing herein contained shall be interpreted or construed
as approving any act? action, or conduct which is or has been or may
be in violation of existing law, nor shall anything herein contained
constitute a defense to any action, suit, or proceeding pending or here­
after instituted on account of any prohibited antitrust or monopolistic
act, action, or conduct.
SEPARABILITY OP PROVISIONS

S e c . 12. If any provision of this Act, or the application of such
provision to any person or circumstance, shall be held invalid, the
remainder of the Act, and the application of such provision to persons
or circumstances other than those to which it is held invalid, shall
not be affected thereby.

Approved May 9, 1956.





Federal Reserve Bank of St. Louis, One Federal Reserve Bank Plaza, St. Louis, MO 63102