Subchapter S - Call to Arms

Tagged under: 2014, legislation

Apr 23, 2014

The Sub S Bank Association was organized 17 years ago as a way of preserving, protecting and defending what its founders had achieved for community banking. Through the years, the Association has provided valuable educational content and served as a resource for problem solving and opportunity creation through its Annual Conference, Sub S Bank Reports, Webinars, Regional Meetings and one on one strategy seminars with member banks.

In 2004, we were successful, with the help of many others, in amending the IRC to increase shareholder numbers from 75 to 100 and dramatically increasing the ability of families to maintain their shareholdings on a multi-generational level. In 2010, we raised over $100,000 to fund the successful  appeal of the TEFRA ruling to the benefit of the Sub S Bank Community, saving Sub S Banks millions of dollars in taxes.

The Association has not had professional management largely because of scarce resources, but has been managed by the principals and staff of Kennedy Sutherland LLP, which has provided the substantive content and leadership for the Association since the legislation was passed in 1996. In 2013, we added professional resources which enabled us to expand our educational offering beyond our popular Annual Conference with the creation of a new high-impact conference called Community Banking in a New World (CBNW). The standing room only group of community bank CEOs who attended, were introduced to 25 different professionals sharing various ideas to deliver solutions to community banks' needs -- all focused on improving the bank bottom line and furthering its mission of serving its customers, communities and shareholders.

We will continue both of these successful conferences scheduled for October 22-24, 2014 in San Antonio. Our focus will continue to be to provide opportunities for banks "to do well by doing good."

During the past few weeks, we conducted meetings with a large number of Sub S bank CEOs from around the country and we continue to hear the concern expressed about long term capital accumulation amid increasingly challenging regulation. One of these is, of course, the Basel III Capital Conservation Buffer rules, which, thankfully, both ABA and ICBA have taken-up efforts to "fix" by gaining dividend rights for Sub S Banks. Our conclusion after these discussions is that future aggressive legislative and regulatory action needs to be undertaken by the nearly 2,200 community banks who maintain a Subchapter S election.

In addition to our periodic congressional and small group bank meetings on these issues, we are considering additional action and respectfully request your assistance, advice and participation. Please complete our survey online or print the survey below and fax or scan your response to 210-228-0781 or

Thank you very much.

Very truly yours,

Patrick J. Kennedy, Jr.


1.)   I support permitting Sub S Banks the absolute authority to pay dividends to shareholders when the S Corp bank has taxable income, regardless of regulatory restrictions.     YES ______     NO_______      
2.)   I support increasing the number of Sub S shareholders from 100 to 500.     YES ______     NO_______      
3.)   I support permitting Sub S Banks to issue preferred stock which would not be counted as a Sub S Shareholder and dividend payments would be deductible.     YES ______     NO_______   

4.)   I support permitting small Bank Holding Companies (BHCs) (currently 500mm or less) to issue hybrid securities such as trust preferred securities and other bank capital instruments beyond common stock.
       YES ______     NO_______                                                             

5.)   I am willing to contact Congressmen and Senators to encourage their vote and support of the above law changes designed to provide more flexibility for Sub S Banks and increase their access to capital.                      

       YES ______     NO_______                                                  

6.)   I am willing to come to Washington and participate in 1 on 1 meetings with legislators and regulators on the above listed Sub S issues.     YES ______     NO_______  
7.)   I am willing to contribute financial resources to promote the foregoing legislative agenda. If yes, please indicate range of support.                                                                                           
       25K or more ______     15K ______     10K ______    5K ______    1-5K ______       
8.)   I am willing to attend a 2 day "Sub S fly in" to Washington to push the foregoing legislative agenda and to encourage the regulatory agencies to understand and promote Sub S elections for banks as well as each of the foregoing legislative items.     YES ______     NO_______      
9.)   I would like to join the Sub S Bank Association.     YES ______     NO_______                  
10.)  Please send me more information about the Association.     YES ______     NO_______        
Please add me to your mailing list. My email address is:  __________________________________________________