Federal credit unions should contact their respective NCUA regional offices with merger questions; federally insured, state-chartered credit unions should contact their state supervisory authorities.
Preparing the Merger Package
What are the correct forms to use and where do I find them?
The forms for a merger of a federally insured credit union into another federally insured credit union are included in 12 C.F.R § 708b.304 (opens new window). The NCUA has created fillable forms posted on our website. Additional information on what is required in a merger package can be found in 12 C.F.R. §§ 708b.103 and 708b.104 (opens new window).Close and return to top
Will NCUA waive the field-of-membership compatibility requirements to expedite mergers?
No, the Federal Credit Union Act’s field-of-membership provisions continue to apply unless the merger is an emergency. The fields of membership must be compatible as described in the Chartering and Field of Membership Manual (opens new window) unless the NCUA authorizes an emergency merger when applicable statutory criteria are met.Close and return to top
Who can the credit union contact to determine if the FOM is compatible before completing a merger package?
What kind of special dividend payout structure is allowed?
The NCUA only has authority over federal credit unions on how to distribute a special or merger dividend. For federal credit unions, a special dividend cannot be based per capita or on length of membership. In addition, any dividend payment for any federally insured credit union that meets the definition of a “merger-related financial arrangement” under 12 C.F.R. § 708b.2 (opens new window) must be disclosed on the member notice. Federally insured, state-chartered credit unions should contact their state supervisory authority.Close and return to top
Can a credit union give cash gifts to the board before the merger for years of service, and must such gifts be disclosed in the Notice to Members?
When does a merger qualify as an “emergency” for federally insured credit unions?
Under 12 U.S.C. § 1785(h) (opens new window), the NCUA may authorize an emergency merger between federally insured credit unions, without regard to field of membership or other usual legal restraints, if the credit union to be merged is either insolvent or in danger of insolvency and the NCUA determines that:
- An emergency requiring expeditious action exists with respect to the insured credit union;
- Other alternatives are not reasonably available; and
- The public interest would best be served by approval of such merger, consolidation, purchase, or assumption.
What does “insolvent” mean?
Under 12 C.F.R. § 700.2 (opens new window), a credit union will be determined to be insolvent when the total amount of its shares exceeds the present cash value of its assets after providing for liabilities unless:
- It is determined by the NCUA that the facts that caused the deficient share-asset ratio no longer exist;
- The likelihood of further depreciation of the share-asset ratio is not probable;
- The return of the share-asset ratio to its normal limits within a reasonable time for the credit union concerned is probable; and
- The probability of a further potential loss to the insurance fund is negligible.
What does “in danger of insolvency” mean?
In making the determination that a particular credit union is in danger of insolvency, the NCUA will establish that the credit union falls into one or more of the following categories:
- The credit union's net worth is declining at a rate that will render it insolvent within 30 months. In projecting future net worth, the NCUA may rely on data in addition to Call Report data. The trend must be supported by at least 12 months of historic data.
- The credit union's net worth is declining at a rate that will take it under 2 percent net worth within 18 months. In projecting future net worth, the NCUA may rely on data in addition to Call Report data. The trend must be supported by at least 12 months of historic data.
- The credit union's net worth, as self-reported on its Call Report, is significantly undercapitalized, and the NCUA determines that there is no reasonable prospect of the credit union becoming adequately capitalized in the succeeding 36 months. In making its determination on the prospect of achieving adequate capitalization, the NCUA will assume that, if adverse economic conditions are affecting the value of the credit union's assets and liabilities, including property values and loan delinquencies related to unemployment, these adverse conditions will not further deteriorate.
The credit union has been granted or received assistance under Section 208 of the Federal Credit Union Act, 12 U.S.C. § 1788 (opens new window), in the 15 months prior to the regional office’s determination that the credit union is in danger of insolvency.Close and return to top