Corporate Decision 1365: Bridge National Trust Bank (Stripe)
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Chartering, Organization and Structure
Corporate Decision #1365
February 2026
February 12, 2026
Mrs. Paris Cribben via email: [email protected]
General Counsel
Bridge Ventures LLC – a Stripe, Inc. company
112 Gull Drive
South San Francisco, CA 94080
Re: De Novo Charter Application and Request for Residency Waivers
(Application) Bridge National Trust Bank, New York, New York (Proposed)
OCC Control Nos. 2025-Charter-343543 and 2025-Waiver-343824
Proposed Charter No. 25393
Dear Mrs. Cribben:
The Office of the Comptroller of the Currency (OCC) has reviewed your Application to
establish a new national trust bank, which will engage in operations of a trust company
and activities related thereto, including fiduciary activities, with the title of Bridge
National Trust Bank, New York, New York (Bank). The OCC hereby grants preliminary
conditional approval of your charter application upon determining that your proposal
meets certain regulatory and policy requirements.1
This preliminary conditional approval is granted based on a thorough evaluation of all
information available to the OCC, including the representations and commitments made
in the Application and by the Bank’s representatives. The OCC also has made its decision
to grant preliminary conditional approval with the understanding that the Bank will apply
for stock in a Federal Reserve Bank in accordance with 12 USC 222.2
The OCC has granted preliminary conditional approval only. Final approval and
authorization pursuant to 12 USC 27(a) for the Bank to commence business will not be
granted until all preopening requirements are met. Until final approval is granted, the
OCC has the right to modify, suspend, or rescind this preliminary conditional approval
should the OCC deem any interim development to warrant such action.
1
The OCC also grants the request to waive the director residency requirement for all
directors of the Bank.
2
See also 12 CFR 209.2.
Mrs. Paris Cribben
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Proposed Bank
The Bank would be a wholly owned subsidiary of Bridge Ventures LLC (BVL). BVL is a
Delaware entity founded in 2022 and is a wholly owned subsidiary of Stripe Inc. Stripe,
Inc., founded in 2010, is a multinational company dual-headquartered in San Francisco,
California and Dublin, Ireland. BVL via its subsidiary, Bridge Building Inc. (BBI), issues
a U.S. dollar (USD) denominated stablecoin called USDB. BBI also issues white-label
variants of USDB (xUSD). In addition to stablecoin issuance, BBI provides orchestration
and custody services as a licensed state money transmitter.
BVL has applied to the New York State Department of Financial Services to form a New
York limited purpose trust company (NY LPTC). Once NY LPTC is established, BVL
plans to transition to NY LPTC responsibility for issuing USDB and for providing
orchestration and custody services for New York residents.
The Bank plans to issue USD-denominated stablecoins, including becoming the primary
issuer of xUSD. In addition, the Bank plans to provide digital asset3 custody services as a
fiduciary, primarily to retail customers located outside of New York and may also
provide such services to its affiliates and certain unaffiliated institutional customers. The
Bank will also offer orchestration services4 mainly to retail customers and may provide
such services to certain affiliates and non-affiliates. Moreover, the Bank will provide
reserve management services to stablecoin issuers, including affiliates such as NY LPTC
and non-affiliated stablecoin issuers. Lastly, in connection with its reserve management
services, the Bank plans to provide collateral trustee services on a fiduciary basis for the
holders of stablecoins that are issued by such affiliated and non-affiliated stablecoin
issuers.
The OCC is authorized to charter national banks pursuant to the National Bank Act, 12
USC 21–27. In 1978, Congress specifically confirmed the OCC’s general authority to
charter banks that limit their operations to those of a trust company.5 The operations of a
trust company (i.e., the operations of a trust department of a bank or a limited purpose
trust company) typically include performing fiduciary activities, as well as other activities
that may be non-fiduciary in nature, such as non-fiduciary custody and safekeeping
3
This letter uses digital assets and crypto-assets or cryptocurrency interchangeably.
4
Orchestration services refer to cryptocurrency transactional services that allow a
customer to engage in transactions to purchase, sell, or convert certain cryptocurrencies
into other cryptocurrencies.
5
Congress amended the National Bank Act, 12 USC 27, to add this language in 1978.
Financial Institutions Regulatory and Interest Rate Control Act of 1978, Pub. L. 95-630,
§ 1504, 92 Stat. 3641, 3713 (1978) (adding this sentence to what is now 12 USC 27(a)).
2
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activities.6 Custody and safekeeping activities are fully within the activities of both trust
departments7 and limited purpose trust companies in 1978 and today.8 All of the Bank’s
proposed activities are trust company operations or activities related thereto and are
permissible for a national bank under 12 USC 92a or 24(Seventh).9
The Bank proposes to perform collateral trustee and digital asset custody services, both in
a fiduciary capacity.10 The Bank also proposes to provide reserve management services
related to its trust or fiduciary activities that are permissible for a national bank.11
The Bank’s proposed issuance of U.S. dollar-backed stablecoins is also permissible under
27(a) as an activity of a trust company.12 Various state-chartered limited purpose trust
6
See OCC Interpretive Letter No. 1170 (July 22, 2020); OCC Interpretive Letter No.
1078 (Apr. 19, 2007); OCC Interpretive Letter No. 1176 (Jan. 11, 2021). In addition, as
of September 30, 2025, OCC-supervised uninsured national trust banks reported a total of
$6.8 trillion in assets under administration. Of that total, $1.6 trillion consisted of custody
and safekeeping accounts, while total fiduciary accounts totaled $5.2 trillion.
7
Id. See Letter from James. J. Saxon, Comptroller of the Currency, (June 25, 1963)
(“safekeeping of the securities in the customer’s portfolio and other custodian services,
all of which will be performed by the bank’s Trust Department in the usual case.”). See
also Hearings before the House of Representatives Committee on Banking and Currency
on H.R. 6778, 91st Congress, Part 3 at 1056 (May 7, 8, and 9, 1969) (including proxy
statement of Chase Manhattan Bank, N.A., from 1969 stating that it provided custody
services in its trust department).
8
See, e.g., 1976 S.D. Sess. Laws. ch. 304 § 1(1), (2) 492 (creating South Dakota “trust
company” charter for a “corporation” that sole purpose is the conduct of “trust business”
and among the items defined as part of the trust business is acting as a custodian and
holding property for safekeeping).
9
The OCC recently approved charters for five trust bank applications for First National
Digital Currency Bank, Ripple National Trust, BitGo Bank & Trust, N.A., Fidelity
Digital Assets, N.A., and Paxos Trust Company, N.A. seeking to engage in all or some of
these activities. See Letters from Stephen A. Lybarger, Senior Deputy Comptroller for
Chartering, Organization and Structure (Dec. 12, 2025).
10
The OCC recently approved charters for First National Digital Currency Bank and
Ripple National Trust to engage in collateral trustee activities, reserve management
activities, and digital asset custody activities. See Letters from Stephen A. Lybarger,
Senior Deputy Comptroller for Chartering, Organization and Structure (Dec. 12, 2025).
11
Id.
12
The OCC recently approved national trust bank applications for BitGo Bank & Trust
N.A. and Paxos National Trust Company, N.A. that included stablecoin issuance activity.
See Letters from Stephen A. Lybarger, Senior Deputy Comptroller for Chartering,
Organization and Structure (Dec. 12, 2025).
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companies have also been permitted to issue stablecoins.13 Further, Congress in the
Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act)
expressly recognized uninsured national banks’ authority to issue stablecoins.14
The Bank’s orchestration services are also permissible under 27(a) as an activity of a trust
company and related to the Bank’s proposed trust operations. The OCC has recognized
that national banks may provide trading-related services to their custody customers,
including for digital assets.15 The Bank’s orchestration services facilitate and are related
to a customer’s use of the customer’s custodial account, such as by permitting the
customer to engage in transactions to purchase, sell, or convert cryptocurrency in the
customer’s custodial account.16 Further, the OCC recently approved charter applications
permitting national trust banks to provide trade facilitation services in relation to
13
See, e.g., Press Release: Superintendent Lacewell Announces Grant of DFS Trust
Charter To Enable GMO to Engage in New York’s Growing Virtual Currency
Marketplace (Dec. 29, 2020) (authorizing GMO to issue, administer, and redeem
Japanese Yen and U.S. Dollar-pegged stablecoins in New York.); Press Release:
Superintendent of Financial Services Linda A. Lacewell Announces Approval of First
Gold-Backed Virtual Currency in New York State (Sept. 5, 2019) (authorizing Paxos
Trust Company to offer PAX Gold, a gold-backed virtual currency, as well as BUSD, a
virtual currency pegged to the U.S. dollar.)
14
See 12 U.S.C. § 5901(11).
15
See, e.g., OCC Interpretive Letter No. 1188 (Dec. 9, 2025) (stating that “[t[he business
of banking includes brokerage of financial investment instruments” because “[a]s part of
their traditional role as financial intermediaries, banks have broad powers to buy and sell
financial investment instruments as agent for customers” (quoting OCC Interpretive
Letter No. 499 (Feb. 12, 1990)).
16
See id. (“[A]cting as a riskless principal in crypto-assets for custody customers is a
logical outgrowth of the services that national banks may already provide for custody
customers”);OCC Interpretive Letter No. 1170, n.39 (The services national banks may
provide in relation to the cryptocurrency they are custodying may include services such
as facilitating the customer’s cryptocurrency and fiat currency exchange transactions,
transaction settlement, trade execution, recording keeping, valuation, tax services,
reporting, or other appropriate services.); n.23 (“‘Custody’ is a broader term that may
involve all aspects of bank services performed for customers in relation to items they are
holding for them (i.e., processing, settlement, fund administration)”). See also “Custody
Services” booklet of the Comptroller’s Handbooks (Jan. 2002).
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customers’ custodied assets.17 State-chartered trust companies in a number of states have
also been permitted to engage in crypto-asset-related activities.18
Accordingly, the formation of the Bank is authorized.19
Public Comments and Analysis
The OCC received five comments in connection with this application: two comments
from trade groups representing banks, two comments from community groups, and a
comment from a consulting firm. Two of the comments discuss the OCC’s authority to
charter the Bank, asserting, among other things, that the proposed activities do not align
with OCC precedent with respect to fiduciary activities conducted by national trust
banks. The OCC is authorized to charter national banks pursuant to the National Bank
Act, 12 USC 21-27. As explained herein, the proposed activities are permissible for a
national trust bank.
Two of the commenters assert that the OCC and the Bank did not provide an appropriate
amount of information or give a sufficient amount of time for the public to have an
opportunity to meaningfully comment on the Application. The Bank filed all required
publicly available information on a timely basis. In considering the Bank’s identification
of public information and request for confidential treatment of specific information
pursuant to 12 CFR 5.9(c), the OCC followed its established policies and procedures.
Although the commenters raised insufficiency of public information, they were
nonetheless able to provide voluminous comments on the Application. The OCC has
received sufficient information to make an informed decision regarding the Bank’s
Application, consistent with established agency policy and procedures, applying relevant
statutory requirements and regulatory factors.
The OCC approved these activities for Fidelity Digital Assets, N.A., and Paxos Trust
17
Company, N.A. See Letters from Stephen A. Lybarger, Senior Deputy Comptroller for
Chartering, Organization and Structure (Dec. 12, 2025).
18
See, e.g., Press Release: NYDFS Grants Charter to “Gemini” Bitcoin Exchange
Founded by Cameron and Tyler Winklevoss (Oct. 5, 2015) (regarding granting of limited
purpose trust company charter to Bitcoin exchange); Order Pursuant to NYBL §§ 2-b, 24,
32, 102-a, and 4001-b and Financial Services Law §§ 301(c) and 302(a) (Mar. 11, 2014)
(stating the intention of the NYDFS to accept applications to operate exchanges).
19
In 2003, the OCC amended 12 CFR 5.20(e)(1)(i) to address a subset of national bank,
namely special purpose banks that conduct at least one of the “core banking functions.”
As evidenced by the 2003 rulemaking to amend 12 CFR 5.20(e)(1)(i) and the OCC’s
chartering and supervision of national trust banks, this amendment did not interpret or
otherwise affect the OCC’s longstanding authority to charter a national bank limited to
operations of a trust company and activities related thereto under 12 USC 27(a). See 68
Fed. Reg. 71026 (Dec. 17, 2003).
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Two commenters discuss potential issues and arguments related to stablecoin issuance,
including whether it constitutes the acceptance of a “deposit” for purposes of the Federal
Deposit Insurance Act and requires that a national trust obtain deposit insurance from the
Federal Deposit Insurance Corporation (FDIC), and other implications of stablecoin
issuance and whether such activities resemble deposits. As noted, the OCC and state law
permit nondepository, uninsured institutions to issue stablecoins. Under the GENIUS
Act, Congress clearly approved and adopted this authority for such institutions. Further,
stablecoins are not deposits under the FDI Act,20 which Congress has confirmed in the
GENIUS Act. Specifically, the GENIUS Act defines a payment stablecoin as not
including a digital asset that is a deposit,21 stating that payment stablecoins shall not be
subject to deposit insurance by the FDIC,22 and making it unlawful to represent payment
stablecoins are subject to Federal deposit insurance.23 The GENIUS Act also defines a
federal qualified stablecoin issuer to include an uninsured national bank.24 In addition, as
a condition of approval of this Application, the Bank is required to conform its stablecoin
activities with the GENIUS Act and any implementing regulations.25 If the Bank’s
stablecoin activities do not comply with the GENIUS Act and implementing regulations,
the condition requires the Bank to cease or divest of such activities. The OCC has no
indication that the Bank will not be able to comply with the GENIUS Act.
One commenter discusses whether the Bank may engage in brokerage activity for digital
assets that are securities for purposes of Federal securities laws that would subject the
Bank to registration requirement under the Securities Exchange Act of 1934,26 the
Investment Company Act of 1940,27 the Investment Advisers Act of 1940,28 or require
exemption from registration under Regulation R.29 To the extent the Bank’s activities
implicate the Securities Exchange Act of 1934, the Investment Company Act of 1940, the
Investment Advisers Act of 9140, or Regulation R, the OCC will monitor for compliance,
as applicable.
One commenter discusses the history of enforcement actions against an affiliate of the
Bank. To the extent that deficiencies underlying enforcement actions discussed by the
20
See 12 USC 1813(l).
21
12 USC 5901(22).
22
12 USC 5903(e)(1).
23
12 USC 5903(e)(2)(A).
24
12 USC 5901(11).
25
See 12 USC 5901(11).
26
15 USC 78a et seq.
27
12 USC 80a-1 et seq.
28
12 USC 80b-1 et seq.
29
17 CFR 247.
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commenter relate to the planned activities of the Bank, the relationships are attenuated
and would be best evaluated as part of the supervisory process. Moreover, among other
factors, when considering an application to establish a de novo national bank, the OCC
considers the competence of management, whether the bank will be operated in a safe
and sound manner, and the organizers familiarity and ability to comply with laws and
regulations. The OCC’s review of the application found favorably with respect to these
factors. The OCC routinely examines for compliance with applicable laws and
regulations, and evaluates whether institutions demonstrate their ability to comply with
applicable laws. These requirements include the establishment of a robust program to
ensure compliance with the requirements of the Bank Secrecy Act (BSA) and Office of
Foreign Assets Control (OFAC), including policies and procedures approved by the
Board of Directors and a program that ensures personnel are appropriately trained in
BSA/AML/OFAC procedures.
Two commenters discuss that the Community Reinvestment Act or Community
Reinvestment Act-like requirements should apply to stablecoin issuers;30 however, the
Community Reinvestment Act is not applicable to this Application as a matter of law.
The Community Reinvestment Act applies to regulated financial institutions, and
regulated financial institutions is defined in 12 USC 2902(2) to mean an insured
depository institution as defined in 12 USC 1813. Insured depository institution means
any bank or savings association the deposits of which are insured by the FDIC.31 The
Bank will not be an insured depository institution. Whether Community Reinvestment
Act-like requirements should apply to stablecoin issuers, or to the Bank, are not relevant
to the factors the OCC may consider for approval.
Several commenters raised other issues pertaining to the OCC’s ability to appropriately
supervise the Bank or broader policy concerns. Specific arguments relate to (1) the
OCC’s ability to resolve the Bank in instances of failure, (2) criticisms of the current
cryptocurrency and stablecoin framework and insufficiencies related to potential fraud
and financial losses, and the absence of liquidity standards, reserve requirements, or
consumer protection, and (3) the importance of the separation of banking from commerce
to maintaining safety and soundness of the financial system. The OCC is experienced in
supervising and regulating national banks, including national banks engaging in new or
novel activities. In the course of reviewing the application, the OCC considers all of the
items above as many specifically tie to or relate to factors or considerations in 12 C.F.R.
part 5.32 The OCC regulates and supervises all entities in its jurisdiction in accordance
and consistent with applicable law. The OCC has a supervisory unit specifically
responsible for novel banks consisting of examiners with specialized experience in novel
activities. The OCC has over 160 years of experience supervising and regulating a variety
of financial institutions and financial activities that have continuously evolved. Moreover,
30
12 USC 2901 et seq.
31
See also 12 CFR 25.11(c)(3).
32
See 12 C.F.R. § 5.20(f)-(h)
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aspects of the comments are premised on unfounded assumptions or inaccurate
conclusions (e.g., that uninsured national banks have access to the “federal safety net”).
Many of these criticisms reflect the framework that Congress has established for
supervision of the banking system, such as uninsured national banks generally not being
subject to the activity restrictions established by the Bank Holding Company Act.33
With respect to concerns related to the OCC’s ability to resolve uninsured entities, the
OCC has a regulation pertaining to the resolution of uninsured national banks that
outlines the receivership process for uninsured entities.34 The OCC, through its
application review, also considers, as appropriate, potential considerations related to
receivership or resolution. The OCC has the capability to resolve an uninsured national
bank.
One commenter alleges regulatory violations including concerning BSA/AML related
deficiencies at BVL affiliates and third-party partners. It is unclear whether any of these
alleged deficiencies would directly be relevant for the Bank’s operations, which will
present different money laundering and terrorist financing risks. As this is a de novo
application, the activities of BVL affiliates and third-party partners do not directly impact
the OCC’s review of the relevant factors. The Bank will be expected to comply with all
applicable laws and regulations. The OCC will evaluate and monitor the buildout of the
Bank’s BSA/AML compliance program during the in-organization phase, and prior to
granting final approval for a national trust bank charter.
Lastly, although not submitted on this Application, a comment was submitted on a
different application requesting that the OCC delay approval or substantive consideration
of any pending national trust bank charter applications until after the OCC has finalized
the notice of proposed rulemaking relating to 12 CFR 5.20.35 The commenter argues that
approval of national trust bank charter applications while the governing regulatory
framework remains unsettled could result in negative consequences, such as regulatory
uncertainty, inconsistent application of policy, and undermining the legitimacy of the
rulemaking process and stakeholder confidence. As discussed in the preamble to the
proposed rule, the proposed revisions are intended to clarify the existing regulation and
reflect the statutory terms of the OCC’s chartering authorities. Thus, the proposal would
not change the governing framework or result in the negative consequences described by
the commenter. The OCC will not delay this approval as the proposed rule would have no
effect on the decision.36
33
See, e.g., 12 U.S.C. § 1841(c) (definition of bank excluding uninsured banks that do not
both accept demand deposits and make commercial loans).
34
12 C.F.R § 51.
35
91 Fed. Reg. 1098 (Jan. 12, 2026).
36
See 12 USC 4807.
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Fiduciary Activities
The OCC approves the Bank’s plan upon commencing business to exercise fiduciary
powers pursuant to 12 USC 92a and 12 CFR 5.26. This approval constitutes a permit to
exercise the fiduciary powers requested in your application under 12 USC 92a and 12
CFR 5.26(e)(4).
Specifically, the Bank will provide collateral trustee services in a fiduciary capacity and
digital asset custody services in a fiduciary capacity. The Bank’s collateral trustee
activity is permitted under 12 USC 92a and 12 CFR 9’s explicit authorization for trustee
activities. The Bank’s proposed fiduciary custody activity is permitted under the
bootstrap provision of 12 USC 92a and New York state law, and its provision of custody
services will be subject to fiduciary duties and standards of behavior.
Conditions
This preliminary conditional approval is subject to the following conditions:
1. The Bank must limit its operations to those of a trust company and activities
related thereto, as specifically stated in the business plan. The Bank must not meet
the definition of “bank” under section 2(c)(1)-(2) of the Bank Holding Company
Act.
2. If and to the extent necessary, the Bank must conform, cease, or divest its
proposed collateral trustee structure and any other activities to comply with the
GENIUS Act (12 USC 5901 et seq.), any implementing regulations, and any other
applicable laws and regulations that take effect in the future, such compliance to
be determined in the sole discretion of the OCC.
3. The Bank: (i) must give the Novel Bank Supervisory Office at least sixty (60)
days prior written notice of the Bank’s intent to significantly deviate or change
from its business plan or operations (if such deviation is the subject of an
application filed with the OCC, no separate notice to the supervisory office is
required); and (ii) must obtain the OCC’s written determination of no objection
before the Bank engages in any significant deviation or change from its business
plan or operations. For the avoidance of doubt, a significant deviation includes
changes to the Bank’s risk and operating limits, as detailed in its business plan.
The OCC may impose additional conditions it deems appropriate in a written
determination of no objection to the Bank’s notice. This condition will remain in
effect throughout the Bank’s in-organization period and during the Bank’s first
three years of operation.
4. The Bank must maintain a minimum of $45 million in tier 1 capital of which the
greater of at least 50 percent of its tier 1 capital or $27.5 million must be held in
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Eligible Liquid Assets.37 The Bank must assess the appropriateness of its level of
capital and liquidity on a quarterly basis and hold such higher amounts of capital
and liquidity as it determines necessary to support the bank’s risk profile, business
strategies, and future growth prospects, and to provide a cushion against
unexpected losses. This condition will remain in effect during the Bank’s first
three years of operation.
5. The Bank must develop and implement an appropriate Capital Adequacy and
Liquidity Management Policy (CALM) that will be adopted by the Bank prior to
the effective date of commencing operations as detailed in the Application.
6. The Bank must maintain 180 days of operating expenses38 in Eligible Liquid
Assets. This amount must not be double counted with the Eligible Liquid Assets
held to comply with the foregoing condition. This condition will remain in effect
during the Bank’s first three years of operation.
7. Prior to the appointment of any individual to the position of “senior executive
officer,” as defined in 12 CFR 5.51(c)(4), or the appointment of any individual to
the board of directors, the Bank must submit to the OCC the information
described in the “Changes in Directors and Senior Executive Officers” booklet of
the Comptroller’s Licensing Manual, and receive a letter of no objection from the
OCC. For purposes of this condition, “senior executive officer” also includes the
Chief Compliance Officer, the Bank Secrecy Act Officer, the Chief Technology
Officer, the Chief Information Security Officer, the Chief Trust Officer, and any
fiduciary officers or employees designated for that purpose. This information is
required by the authority of 12 USC 1818(b) and 12 CFR 5.20(g) and does not
require the OCC to review or act on any such information within ninety (90) days.
37
The term “Eligible Liquid Assets” means only Liquid Assets that exceed the aggregate
amount of all deposits, borrowed funds, and other liabilities on the Bank’s balance sheet
that reflect an obligation to repay funds to any party. The term Eligible Liquid Assets
shall not include any assets that are pledged in any manner, nor any assets that are not
free and kept free from any lien, encumbrance, charge, right of set off, credit or
preference in connection with any claim against the Bank. The term “Liquid Assets”
means: (i) unencumbered cash; (ii) deposits at insured depository institutions with a
maturity of 90 days or less; (iii) United States government obligations maturing within 90
days or less; and (iv) such other assets as to which the Bank has obtained a written
nonobjection from the OCC. The term Eligible Liquid Assets shall not include any
obligation of any affiliate.
38
The minimum 180 days of operating expenses must include all fixed and variable
operating expenses that would apply in a distressed, wind-down scenario and need not
include expenses that would apply only in a normal operating scenario, such as expenses
related to research and development.
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This condition will remain in effect throughout the Bank’s in-organization period
and during the first three years of operation.
The conditions of this approval are conditions “imposed in writing by a Federal banking
agency in connection with any action on any application, notice, or other request” within
the meaning of 12 USC 1818. As such, the conditions are enforceable under 12 USC
1818.
As a de novo national bank, the Bank must also meet the following requirements prior to
requesting its preopening examination and before the OCC will grant final charter
approval pursuant to 12 USC 27(a):
1. The Bank’s financial statements must be prepared on an accrual basis according
to generally accepted accounting principles.
2. The Bank must engage an independent, external auditor to perform an audit
according to generally accepted auditing standards of sufficient scope to enable
the auditor to render an opinion on the financial statements of the Bank taken as a
whole. The audit period shall commence on the date that the organizing group
forms a body corporate and may end on any calendar quarter-end no later than 12
months after the Bank opens. The OCC expects that such audits will be performed
annually for at least three years following commencement of operations.
Engagement of an auditor will be verified during the preopening examination (see
the “Charters” booklet, Internal and External Audits discussion).
3. The directors of the Bank must own qualifying shares in conformance with 12
USC 72 and 12 CFR 7.2005.
4. The Bank must have adequate fidelity bond coverage in accordance with 12 CFR
7.2013, which lists four factors the directors should consider to determine
adequacy.
5. The President, or the person serving in the function of President, of the Bank must
serve as a member of the board of directors.
6. Each person who, together with his or her related interests, subscribes to 10
percent or more of the initial stock offering must submit a biographical and
financial report for review to the Chartering, Organization & Structure staff prior
to acquisition of the shares and staff must have no objection to each person before
purchasing the shares. After opening the Bank, the Bank will comply with the
requirements of 12 CFR 5.50.
7. Management and the Board must maintain policies and procedures that address all
OCC regulations and will guide the Bank’s operations in a safe and sound
manner. Management and the Board are responsible for establishing a robust
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program to ensure compliance with the requirements of the Bank Secrecy Act
(BSA) and Office of Foreign Assets Control (OFAC), including policies and
procedures approved by the Board of Directors and a program that ensures
personnel are appropriately trained in BSA/AML/OFAC procedures. All policies
and procedures must be completed no later than the date of the applicant’s request
for a preopening examination. In addition, the board of directors must review and
adopt the policies and procedures at its first meeting. The board of directors is
responsible for regular review and modification of policies and procedures and for
assuring continuous compliance with them.
8. The Bank must have a security program in place that complies with the
“Interagency Guidelines Establishing Standards for Safeguarding Customer
Information” specified at 12 CFR 30, Appendix B (Appendix B).
9. The Bank must submit to the Novel Bank Supervision Office for review, and prior
written determination of no supervisory objection, a complete description of the
Bank’s final information systems and operations architecture as well as the
information systems risk assessment and management plan. This should include a
schematic drawing.
10. The Bank must ensure that all other required regulatory approvals have been
obtained; and
11. A letter must be submitted to the Chartering, Organization and Structure staff at
least 60 days before the Bank is scheduled to open, notifying the OCC that all
conditions and requirements necessary to receive a national bank charter have
been met, requesting a preopening examination, and providing the anticipated
opening date.
The manner in which capital is raised must not deviate from that described in the
application without prior written OCC notification. If the capital for the Bank is not
raised within 12 months or if the Bank is not opened for business within 18 months from
the preliminary conditional approval date, this approval expires. The OCC is opposed to
granting extensions, except under the most extenuating circumstances and when the OCC
determines that the delay is beyond the applicant’s control. The organizers are expected
to proceed diligently, consistent with their application, for the Bank to open for business
as soon as possible.
Organizers, Directors and Officers
The OCC poses no objection to the following persons serving as executive officers,
directors, and/or organizers as proposed in the Application:
Name Title
Zachary Abrams Organizer, Director,
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Mrs. Paris Cribben
2025-Charter-342299
2025-Waiver-342964
Paris Cribben Organizer/Director, President and Trust Officer
Michael Lempres Organizer/Director
Sara Wardell-Smith Organizer/Director
Eric Weingarten Organizer/Director, Chief Product Officer
Prior to the Bank’s opening, the Bank must obtain the OCC’s prior written determination
of no objection for any additional organizers or executive officers, or directors appointed
or elected before the person assumes the position.
Waiver of Residency Requirements
The OCC also granted your request to waive the residency requirements of 12 USC 72
for all of the proposed directors to serve as members of the board of directors of the
Bank. This waiver is granted based upon a review of all available information, including
the filing and any subsequent correspondence and telephone conversations, and the
Bank’s representation that this waiver will not affect the board’s fulfillment of its
responsibility to direct the Bank’s operations in a safe, sound, and legal manner. The
OCC reserves the right to withdraw or modify this waiver and, at its discretion, to request
additional information at any time in the future.
Organizing Steps and Pre-Opening Requirements
The “Charters” booklet in the Comptroller’s Licensing Manual provides guidance for
organizing your bank. The booklet is located at the OCC's web site:
https://www.occ.gov/publications-and-resources/publications/comptrollers-licensing-
manual/files/charters.pdf The booklet contains all of the steps you must take to receive final
approval.
As detailed in the booklet, you may establish the corporate existence of and begin
organizing the Bank as soon as you adopt and forward Articles of Association and the
Organization Certificate to the Chartering, Organization and Structure office for review
and acceptance. The Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final approval.
As a “body corporate” or legal entity, you may begin taking those steps necessary for
obtaining final approval. “In Organization” should follow the bank’s name in all
official documents, stationery, advertisements, and other references to the bank until it
opens for business.
Enclosed are a minimum policies and procedures checklist and a pre-opening checklist
for new national banks. The Bank must meet the conditions and requirements above
before it is allowed to commence business, and the Board of Directors must ensure that
the applicable policies and procedures are established and adopted before the Bank
begins operation.
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Mrs. Paris Cribben
2025-Charter-342299
2025-Waiver-342964
Conclusion
This preliminary conditional approval and the activities and communications by OCC
employees in connection with the filing do not constitute a contract, express or implied,
or any other obligation binding upon the OCC, the United States, any agency or entity of
the United States, or any officer or employee of the United States, and do not affect the
ability of the OCC to exercise its supervisory, regulatory, and examination authorities
under applicable law and regulations. The foregoing may not be waived or modified by
any employee or agent of the OCC or the United States.
The OCC’s approval is based on the bank’s representations, submissions, and
information available to the OCC as of this date. The OCC may modify, suspend, or
rescind this approval if a material change in the information on which the OCC relied
occurs prior to the date of the transaction to which this decision pertains.
If you have any questions, contact Sebastian R. Astrada, Director for Chartering,
Organization and Structure at 202-649-6277 or [email protected] or
Gjergji Shuku, Acting Analyst for Chartering, Organization and Structure at (202) 394-
5816 of [email protected].
Sincerely,
//signed//
Stephen A. Lybarger
Senior Deputy Comptroller
Chartering, Organization
and Structure
Enclosure: Pre-Opening Checklist
cc: Deena Kuko, Acting Deputy Comptroller, Novel Bank Supervision
Kevin Johnson, Assistant Deputy Comptroller, Novel Bank Supervision
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