Credit Union Merger

Pursuant to Tennessee Code Annotated Section 45-4-903, any credit union may, with the approval of the Commissioner of the Tennessee Department of Financial Institutions (the “Department”), merge with any other credit union under the existing charter of the other credit union.

Credit Unions who wish to merge must submit the following information to the Department for its consideration:

The Department will accept a copy of the National Credit Union Administration (“NCUA”) merger application and related documents. A copy of the NCUA application can be found at the following link: eCFR :: 12 CFR Part 708b -- Mergers of Insured Credit Unions Into Other Credit Unions; Voluntary Termination or Conversion of Insured Status.

In addition, please ensure that the Department is copied on any documentation submitted to the NCUA throughout the merger process.

• Tennessee Code Annotated Section 45-4-903(f) requires that the merger application fee of $300.00 be paid by the surviving credit union, if the surviving credit union is chartered under the laws of Tennessee. Otherwise, the application fee is to be paid by the merging credit union. Additionally, there is a filing fee of $100.00 for the filing of the merger documents with the Tennessee Secretary of State’s office. If paying the fees via ACH (preferred) please contact Memory Little via email at memory.little@tn.gov or via phone at 615-693-2822 for instructions regarding payment via ACH. If paying by check, the check must be made payable to the Tennessee Department of Financial Institutions.
• Please provide the Department with a copy of any agreements that the surviving credit union proposes to enter into in connection with the merger transaction.
• If the surviving credit union will be a state-chartered credit union, please provide a list of any contemplated changes to the directors, managers or officers of the surviving credit union as a result of, or in connection with, the merger.
• Pursuant to Tennessee Code Annotated Section 45-4-903(a) two-thirds of ten percent of the credit union’s members must approve the merger at a meeting of members duly called for that purpose. The credit union must submit to the Department the Notice of Special Meeting for approval, prior to submitting the notice to members of the credit union. In certain situations, the Commissioner may waive the requirement of obtaining member approval of the merger. If a state-chartered credit union wishes to request a waiver of the member vote, please provide a written request to the Commissioner, from the credit union, making the request. The letter must detail the reason(s) that the credit union feels the membership vote should be waived.
• The Department will instruct the merging credit unions when to provide the Certificate of Merger. The Certificate of Merger must be completed by both credit unions and submitted to the Department, typically no more than 5 days prior to any proposed date of merger.  (A Certificate of Merger maybe obtained HERE.)
• The Commissioner reserves the right to request any additional information that may be necessary to process the application for merger.
• Applications and additional information relative to the merger may be sent via email (preferred) to memory.little@tn.gov or via regular mail to the following address:

Link  to  Rule  0180-29-.14  regarding  field  of  membership  in  connection  with  mergers: https://publications.tnsosfiles.com/rules/0180/0180-29.pdf