Frequently Asked Questions about Regulation MM
Mutual Holding Companies
Staff of the Board of Governors of the Federal Reserve System has developed the following Frequently Asked Questions (FAQs) to assist entities in complying with the Board's Regulation MM. Except as noted below, these FAQs are staff interpretations and have not been approved by the Board of Governors. Staff may supplement or revise these FAQs as necessary or appropriate in the future. Any questions regarding these FAQs, or requests for modification, rescission, or waiver, should be submitted through the Board's Contact Us form.
In General
In General
Q1: What considerations under Regulation MM should a mutual banking organization evaluate in proposing to issue a mutual capital instrument?
A1: A mutual banking organization must be legally authorized to issue mutual capital certificates and therefore should consult its charter and applicable law to determine whether it has the authority to issue such certificates.
Prior to issuing a mutual capital instrument, a Board-chartered mutual banking organization, whose charter conforms to the Mutual Holding Company Model Charter provided at Appendix A to Part 239 of Regulation MM (12 CFR part 239, app. A), should adopt a charter amendment in accordance with the procedures outlined in section 239.14 of Regulation MM. Charter amendments in the form provided below generally would require only 30-days' prior notice, pursuant to section 239.14(a)(2)(ii) of Regulation MM, and not an application, pursuant to section 239.14(a)(2)(i).
CHARTER AMENDMENT LANGUAGE:
Section 4: Capital. The Mutual Holding Company shall have no capital stock. However, the Mutual Holding Company shall have the authority to issue mutual capital certificates, consistent with the Home Owners' Loan Act and all applicable state and federal law.
A mutual banking organization that has been issued a charter by a chartering authority other than the Federal Reserve Board should consult its chartering authority for the processes for any necessary charter amendments. In general, a mutual banking organization chartered by a chartering authority other than the Board would not need to receive approval from the Board to amend its charter.
Source: 12 CFR 239.14; 12 CFR 239, Appendix A.
Posted: 10/8/2025