Subsidiary Holding Companies

(1) Formation. A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold 100% of the stock of its subsidiary banking institution. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of M.G.L. c.167H or 209 CMR 33.21 through 33.32. A subsidiary holding company shall be subject to the Commissioner's supervision, regulation, and examination to the same extent as a mutual holding company under M.G.L. c. 167H and M.G.L. c. 167A. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of the Commissioner. (2) Stock issuances. For purposes of 209 CMR 33.27 through 209 CMR 33.29, the subsidiary holding company shall be treated as a subsidiary banking institution issuing stock and shall be subject to the requirements of 209 CMR 33.27 through 33.29. In the case of a stock issuance by a subsidiary holding company, the aggregate amount of outstanding common stock of the subsidiary banking institution owned or controlled by persons other than the subsidiary holding company's mutual holding company parent at the close of the proposed issuance shall be less than 50% of the subsidiary holding company's total outstanding common stock.