nonbank entities that are not regulated by a state, uninsured national banks, and federal branches or subsidiaries thereof, and nonbank entity state issuers with issuance value of more than $10 billion that are transitioning to OCC oversight (collectively, “Stablecoin Issuers”). 5 The Proposed Rules also provide procedures for a foreign stablecoin issuer to register with the OCC, consistent with the GENIUS Act requirements, and would subject foreign stablecoin issuers to ongoing reporting, supervision and examination requirements. However, a foreign stablecoin issuer would not be able to register with the OCC until the Treasury Secretary makes a comparability determination for its home jurisdiction. The Proposed Rules would require Stablecoin Issuers, other than nonbank entity state issuers transitioning to OCC oversight, 6 to file an application and obtain OCC prior approval before issuing payment stablecoins. Substantially complete applications 7 may only be denied by the OCC if the applicant’s activities are deemed to be unsafe or unsound. 8
Permitted Stablecoin Issuer Activities
The Proposed Rules would apply to activities related to payment stablecoins, such as issuance, redemption, managing reserves, and custodial services. The Proposed Rules would create a framework of permitted and prohibited activities that largely mirrors the GENIUS Act in structure. However, the most notable extension beyond the statute is with respect to the prohibition on interest or yield paid to payment stablecoin holders.
Permissible Activities
Consistent with the GENIUS Act, Stablecoin Issuers would be permitted to engage in the following activities:
issuing payment stablecoins,
redeeming payment stablecoins,
managing reserves,
5 The Proposed Rules would not apply to permitted payment stablecoin issuers whose ‘‘primary Federal payment stablecoin regulator’’ (as defined in the GENIUS Act) is another agency, for example, subsidiaries of state member banks overseen by the Federal Reserve or subsidiaries of state non-member banks overseen by the Federal Deposit Insurance Corporation. 6 Nonbank entity state issuers transitioning to the OCC’s regulatory framework would be required to transition no later than 360 days after reaching the $10 billion threshold. 7 The OCC must determine substantial completeness within thirty (30) days. 8 The factors that the OCC would consider when evaluating whether an applicant’s activities meet the safety and soundness standard include: (i) the ability of the Stablecoin Issuer to meet the requirements of the Proposed Rules; (ii) whether any officer or director has been convicted of a financial crime felony offense; and (iii) the competence, experience and integrity of the officers, directors, and principal shareholders of the Stablecoin Issuer including their past compliance with laws and their ability to comply with any commitments or conditions imposed by the OCC.
March 2026 / Page 4
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