OCC Finalizes GENIUS Act Rule Existing Stablecoin Issuers Need Two Filings Before January 18

The Office of the Comptroller of the Currency (OCC) has finalized its rule implementing the Guiding and Establishing National Innovation for US Stablecoins (GENIUS) Act for issuers under its jurisdiction, adding a new 12 CFR part 15 and amending parts 3, 6, 8 and 19. As the first final rule from a primary federal payment stablecoin regulator, the Act’s effective date is January 18, 2027.

That date has teeth. Starting January 18, 2027, knowingly issuing a payment stablecoin in the United States is a crime unless the issuer is a permitted payment stablecoin issuer (PPSI): a subsidiary of an insured depository institution approved by its primary federal regulator, a Federal qualified issuer, or a state qualified issuer. Any charter or license aside from a PPSI, alone does not qualify.

The OCC has finalized its licensing process but is not yet accepting applications. Because the application and waiver forms are new information collections, the Paperwork Reduction Act requires the Office of Management and Budget’s Office of Information and Regulatory Affairs (OMB/OIRA) to approve them before the OCC can use them. Once that approval is in hand, the OCC will announce by press release that it is accepting applications and waiver requests, with forms and filing instructions on its GENIUS Act page. Until then, prospective applicants can request a prefiling meeting with OCC licensing staff.

Who Is Subject to the Rule?

The rule sets the licensing path, reserve, redemption, capital and supervision requirements for bank subsidiaries, nonbank Federal qualified issuers, uninsured national (trust) banks, Federal branches, large state issuers and registered foreign issuers. It does not generally govern state qualified issuers below the $10 billion threshold, which proceed on the state licensing track, although the OCC can act against a nonbank state issuer in unusual and exigent circumstances (§ 15.16).

The final rule is friendlier to issuers than the March 2, 2026 proposal in two ways. First, it loosens the reserve rules: issuers must keep at least 5% of their reserves available on demand, half the 10% the OCC originally proposed. Second, it drops a proposed presumption on yield. The Act bars issuers from paying interest or yield to stablecoin holders. Under the proposal, if an issuer’s affiliate or a related third party paid holders rewards or yield, the OCC would have presumed the issuer was violating that ban, and the issuer would have had to prove otherwise. That presumption is gone, but the OCC will still review these arrangements case by case.

The prohibition reaches beyond issuers:

• Starting January 17, 2027, no one may market a payment stablecoin in the United States unless it comes from a licensed (or waived) issuer.
• Starting January 18, 2027, exchanges and other digital asset service providers face limits on foreign-issued stablecoins whose issuers cannot comply with lawful orders.
• A broader bar on offering unlicensed stablecoins starts July 18, 2028.

Treasury has also proposed a rule describing conduct that counts as participating in an unlawful issuance, including taking on redemption obligations, coordinating minting, soliciting customers and acting as a market maker or distributor for newly-issued coins. That rule is still only a proposal, but distribution partners, platforms and market makers should assess their exposure now.

Who Can Apply to the OCC?

Anyone issuing a payment stablecoin into the United States needs a license, registration or waiver. The FDIC has proposed parallel requirements for FDIC-supervised permitted payment stablecoin issuers. The Treasury Department has published principles for assessing whether state regimes are substantially similar to the federal framework, a prerequisite for states to license stablecoin issuers.State-track applicants file with their state regulator. On the OCC track, applicants fall into the below categories;

• Insured national banks, Federal savings associations and insured Federal branches: may issue only through a subsidiary, which needs OCC approval before it issues. The parent’s existing charter does not authorize issuance. Only the subsidiary, not the bank itself, can receive a waiver.
• Nonbank entities, uninsured national banks and uninsured Federal branches: apply to become Federal qualified payment stablecoin issuers. FinCEN-registered money services businesses qualify as nonbank entities and may apply, but MSB registration alone is not conclusive evidence of BSA/AML compliance.
• Uninsured national trust banks: must also file a de novo or conversion charter application alongside the § 15.30 application.
• Affiliates: licenses are not group-wide. Each affiliated issuer applies separately.

Application and Waiver Requests for Stablecoin Issuers Unable to Obtain a License by January 18

OCC Bulletin 2026-51 sets the path for existing issuers that cannot be licensed by January 18: file (1) a stablecoin issuance application under part 15 and (2) a written request for a transitional waiver. The OCC generally expects to grant waivers of the prior approval requirement to existing issuers currently operating in the United States, but it has not identified reasons to grant waivers to new entrants or for other requirements. It will act on requests generally by January 18.

To obtain the transitional waiver, an applicant must have a substantially complete application pending on or before January 18, 2027. With a 30-day completeness review, that means filing well before that date.

Deadlines are approaching. Filing the day intake opens is important to leave time to cure any deficiency and secure the waiver prior to the January 18 effective date.

The Application Clock

One-step approval. There is no two-phase approval. A conditionally approved applicant may begin operating, subject to conditions, which may include advance notice of significant business-plan deviations and holding reserves in a manner that protects them in insolvency.

Transitional waiver. An applicant with a substantially complete application pending on or before January 18, 2027 may request a waiver of up to 12 months, beginning January 18, 2027. The rule permits a waiver in the public interest or where extraordinary circumstances justify it. Bulletin 2026-51 indicates that the OCC expects to grant the waiver for existing issuers currently operating in the United States. A waiver does not prevent a later denial.

Filing contents. Filings must include:

• the OCC form;
• Interagency Biographical and Financial Reports and Corporate Background and Financial Reports for directors, executive officers and principal shareholders;
• a no-misrepresentation certification; and
• a new certification on whether section 4(a)(12) (non-financial public companies) applies.

  The OCC may also collect fingerprints for FBI background checks. Background reports and fingerprinting take time, so we recommend starting them now.

The OCC may also collect fingerprints for FBI background checks. Background reports and fingerprinting take time, so we recommend starting them now.

Review factors. The OCC weighs:

• financial condition and resources;
• certain felony convictions of officers or directors;
• management competence, experience and integrity;
• whether the redemption policy satisfies § 15.12; and
• a new fifth factor: safe and sound operation, including whether the structure addresses run risk and ensures redemption.

Zoom in: Operating Requirements

• Reserves. Reserves must back outstanding coins 1:1 at all times; the OCC rejected any allowance for intraday shortfalls. At least 5% of reserves must be in on-demand funds (down from the proposed 10%), and no more than 40% may sit with a single counterparty (excluding the US Government, qualifying custodians and centrally cleared repos). Issuers must also conduct monetization and stress testing and hold buffers where needed.
• Reporting. Issuers must publish a monthly reserve composition report, have it examined by a registered public accounting firm and file a CEO/CFO certification of its accuracy.
• Shortfalls. An under-reserved issuer must stop issuing unless the OCC permits otherwise. A shortfall lasting 15 consecutive business days (which the OCC may extend) triggers liquidation and fee-free redemption.
• Redemption. Issuers must redeem within two business days. If redemption requests exceed 10% of outstanding issuance within 24 hours, the issuer must notify the OCC within 24 hours and may seek an extension.
• Capital. For their first 36 months of operation, de novo issuers must hold the greater of the capital amount in their licensing conditions or $5 million. After that, capital is risk-based, with a $5 million floor. Issuers must also maintain a separate operational backstop equal to 12 months of operating expenses, up to 50% of which may be qualifying debt. Two consecutive quarters of noncompliance with capital or backstop requirements trigger liquidation.
• AML/sanctions. Within 180 days of approval, and annually after that, the board must certify that the issuer has implemented an effective BSA/AML and sanctions compliance program. Substantive BSA/AML rules for issuers will come in a separate rulemaking (proposed June 24, 2026).
• Change in control. Anyone seeking to acquire control of an OCC-licensed issuer must file a change-in-control notice under 12 CFR 5.50 as if the issuer were a national bank.

Yield: The Presumption is Gone, but the Scrutiny Is Not

The OCC dropped the proposed rebuttable presumption that certain affiliate and related-third-party arrangements violate the Act’s prohibition on issuers paying interest or yield to holders. It also declined to adopt safe harbors, including for de minimis payments, white-label partners and securities, and it declined to presume that pre-GENIUS rewards programs comply.Instead, it will scrutinize these arrangements in licensing and supervision and use its anti-evasion authority to challenge structures that pass yield to holders indirectly. Interest on deposits, including tokenized deposits, falls outside the prohibition.

Instead, it will scrutinize these arrangements in licensing and supervision and use its anti-evasion authority to challenge structures that pass yield to holders indirectly. Interest on deposits, including tokenized deposits, falls outside the prohibition.

Foreign and State Issuers

• Foreign issuers need a Treasury comparability determination and OCC registration, and must hold reserves in the United States sufficient to meet U.S. customers’ liquidity (the rule offers four ways to comply). A registration that meets the filing requirements is deemed approved on the 30th day unless the OCC rejects it.
• Nonbank state qualified issuers with more than $10 billion in outstanding payment stablecoins must notify the OCC within five calendar days of crossing that threshold. They then must transition to the federal framework within 360 days (a statutory deadline the OCC says it cannot extend), or seek a waiver within 240 days.

What’s Next

• The OCC will begin accepting applications and waiver requests once OMB/OIRA approves the forms and will announce the opening by press release.
• Prefiling meetings are available now. Use the waiting period to finish the application so it can be filed the day intake opens.
• The OCC indicates it will update the Comptroller’s Licensing Manual and expects to issue more guidance and interpretations.
• The OCC expects to revisit the rule as the market develops and in response to any legislation.

The Bottom Line

After January 18, 2027, no one may issue a payment stablecoin in the United States without approval under either the federal or state framework or an OCC waiver. Existing issuers that cannot be licensed by then need two filings on record: a substantially complete application and a written waiver request. Because the OCC takes up to 30 days to rule on completeness, prepare the application now, schedule a prefiling meeting, and file the day OCC intake opens. Stress-test reward and distribution arrangements against the yield prohibition, and map operations to the final reserve, redemption, risk management, reporting and capital standards before the OCC reviews them.

This alert is a summary for general information and does not constitute legal advice. 

Treana Bennett contributed to this article.