{"id":525,"date":"2026-08-21T13:40:18","date_gmt":"2026-08-21T17:40:18","guid":{"rendered":"https:\/\/blogs.duanemorris.com\/bankinglaw\/?p=525"},"modified":"2026-08-21T13:40:19","modified_gmt":"2026-08-21T17:40:19","slug":"can-a-trust-or-an-agreement-be-a-company-under-the-bank-holding-company-act","status":"publish","type":"post","link":"https:\/\/blogs.duanemorris.com\/bankinglaw\/2026\/08\/21\/can-a-trust-or-an-agreement-be-a-company-under-the-bank-holding-company-act\/","title":{"rendered":"Can a Trust or an Agreement be a “Company” Under the Bank Holding Company Act?"},"content":{"rendered":"\n

One of the most consequential determinations under the Bank Holding Company Act is whether an arrangement constitutes a “company<\/strong>.” Under section 2(b) of the BHC Act (12 U.S.C. \u00a7 1841(b)) and 12 CFR 225.2(d)(1)<\/a>, the term “company” includes any bank, corporation, general or limited partnership, business trust, association, or similar organization. But what about voting trusts, buy-sell agreements, and similar shareholder arrangements?<\/strong><\/p>\n\n\n\n

The Federal Reserve has long-standing guidance on when such arrangements will not be treated as a “company” under the BHC Act, offering an informal safe harbor for common governance structures.<\/p>\n\n\n\n

The Four-Part Safe Harbor<\/h2>\n\n\n\n

Under Federal Reserve guidance, a voting trust, buy-sell agreement, or similar arrangement generally will NOT be considered a “company” if it meets all four conditions<\/strong>:<\/p>\n\n\n\n