The Rule provides critical regulatory clarity for entities seeking national trust bank charters to engage in digital asset activities.

By Arthur S. Long, Parag Patel, Pia Naib, and Deric Behar

Key Points

  • The Final Rule amends the OCC’s chartering regulations to clarify that national trust banks are not limited to fiduciary activities as defined in the OCC’s regulations.
  • The Final Rule is framed as a clarification to reduce regulatory ambiguity, not a change in chartering authority.

Introduction

On February 27, 2026, the Office of the Comptroller of the Currency (OCC) issued a final rule amending the OCC’s chartering regulation under 12 CFR 5.20 (the Final Rule). The Final Rule codifies the position taken by the OCC in its Notice of Proposed Rulemaking (the Proposal) as originally issued on January 8, 2026 (see this Latham blog post). It revises the OCC’s chartering regulation to clarify that a national trust bank may engage in activities of a trust company, “activities related thereto,” and activities that are part of the business of banking. The Rule confirms that national trust banks may engage in non-fiduciary activities in addition to their fiduciary activities, and that this is consistent with the National Bank Act.

The OCC received 19 comments on the Proposal. Five commenters expressed support, while others raised various concerns, including requests for an extended comment period; assertions that the OCC was misconstruing 12 U.S.C. § 27(a) by interpreting “operations of a trust company” more broadly than fiduciary activities; requests to prohibit non-subsidiary national trust banks from using “bank” in their names; and demands for clearer definitions and extent of “operations of a trust company” and “activities related thereto.” Additional commenters urged the OCC to specify the “required quantum of fiduciary activities” to be conducted, establish a “public interest framework for chartering,” and impose a moratorium on national trust bank applications. The OCC rejected or declined to adopt any of these requests, considering them either unwarranted or “beyond the scope of the rulemaking,” and finalized the rule as proposed without any substantive changes. The OCC instead opted for a “case-by-case” determination of permissible national trust bank activities as part of its ordinary review of licensing applications.

National Trust Bank Activity

In 2003, the OCC amended 12 CFR 5.20 to clarify that special purpose national banks could be chartered for “activities within the business of banking.”1 The regulation included language stating that a bank that conducts activities other than “fiduciary activities” must conduct at least one core banking function: receiving deposits, paying checks, or lending money. In the Proposal, the OCC stated that this language had led to misunderstanding: rather than limiting the activities of national trust banks to fiduciary activities alone, as some recent commenters have argued, the OCC contended that the language was intended only to address special purpose banks engaged solely in activities that are part of the business of banking under 12 U.S.C. 24(Seventh).

The Final Rule clarifies that the 2003 rulemaking was not intended to address national trust banks, and that the OCC had never interpreted the rulemaking to prohibit national trust banks from engaging in non-fiduciary activities.2 As an example, the OCC cited non-fiduciary custody and safekeeping activities, which it stated were authorized as part of the business of banking under 12 U.S.C. 24(Seventh).

Specifically, the Final Rule amends 12 CFR 5.20, by replacing references to “fiduciary activities” with “the operations of a trust company and activities related thereto,” as, for example, in 12 CFR §5.20(e)(1)(i):

“The OCC charters a national bank under the authority of the National Bank Act of 1864, as amended, 12 U.S.C. 1 et seq. The bank may be a special purpose bank that limits its activities to the operations of a trust company and activities related thereto or to any other activities within the business of banking. A special purpose bank that conducts activities other than operations of a trust company and activities related thereto must conduct at least one of the following three core banking functions: Receiving deposits; paying checks; or lending money.” (Emphasis added.)

The Final Rule reaffirms that the 2003 “core banking functions” requirement applies only to special purpose banks engaged solely in activities within the business of banking.

The Final Rule becomes effective on April 1, 2026.

In Context: The GENIUS Act

On February 25, 2026, the Office of the Comptroller of the Currency (OCC) issued a Notice of Proposed Rulemaking to implement the Guiding and Establishing National Innovation for US Stablecoins Act (GENIUS Act) (12 U.S.C. 5901 et seq.). The GENIUS Act was enacted on July 18, 2025, and establishes a comprehensive regulatory framework for payment stablecoin3 activities in the US (see this Latham Client Alert). The GENIUS Act permits national trust banks to be permitted payment stablecoin issuers and has driven a surge of applications from non‑traditional firms and financial institutions seeking national trust bank charters, including to act as custodians for digital assets. The OCC has in turn conditionally approved several of these applications in fairly short order (see this Latham blog post). The applications (and approvals) drew criticism that the OCC may have improperly expanded the scope of OCC authority and national trust bank powers.

By formally codifying the OCC’s position that national trust banks may conduct non-fiduciary activities — in particular, non-fiduciary custody activities — as part of “the operations of a trust company and activities related thereto,” the Final Rule provides critical regulatory clarity for entities seeking national trust bank charters to engage in stablecoin-related activities under the GENIUS Act. The OCC also rejected calls for a moratorium on national trust bank applications, signaling that the application and approval process will continue unabated.

Follow this and other critical developments on Latham’s US Crypto Policy Tracker.