---
kind: "section"
citation: "12 U.S.C. § 5327"
title: "12"
title_heading: "Banks and Banking"
number: "5327"
heading: "Treatment of certain companies that cease to be bank holding companies"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/12/5327"
units:
  - "Chapter 53 — Wall Street Reform and Consumer Protection"
  - "Subchapter I — Financial Stability"
  - "Part A — Financial Stability Oversight Council"
---

# §5327. Treatment of certain companies that cease to be bank holding companies

- (a) **Applicability—** This section shall apply to—
  - (1) any entity that—
    - (A) was a [bank holding company](/usc/12/5301.md?p=18-A) having total consolidated assets equal to or greater than $50,000,000,000 as of January 1, 2010; and
    - (B) received financial assistance under or participated in the Capital Purchase Program established under the Troubled Asset Relief Program authorized by the Emergency Economic Stabilization Act of 2008 [[12 U.S.C. 5201](/usc/12/5201.md) et seq.]; and
  - (2) any successor entity (as defined by the [Board of Governors](/usc/12/5301.md?p=3), in consultation with the [Council](/usc/12/5301.md?p=8)) to an entity described in [paragraph (1)](#a-1).
- (b) **Treatment—** If an entity described in [subsection (a)](#a) ceases to be a [bank holding company](/usc/12/5301.md?p=18-A) at any time after January 1, 2010, then such entity shall be treated as a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D), as if the [Council](/usc/12/5301.md?p=8) had made a determination under [section 5323 of this title](/usc/12/5323.md) with respect to that entity.
- (c) **Appeal—**
  - (1) **Request for hearing—** An entity may request, in writing, an opportunity for a written or oral hearing before the [Council](/usc/12/5301.md?p=8) to appeal its treatment as a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) in accordance with this section. Upon receipt of the request, the [Council](/usc/12/5301.md?p=8) shall fix a time (not later than 30 days after the date of receipt of the request) and place at which such entity may appear, personally or through counsel, to submit written materials (or, at the sole discretion of the [Council](/usc/12/5301.md?p=8), oral testimony and oral argument).
  - (2) **Decision—**
    - (A) **Proposed decision—** A [Council](/usc/12/5301.md?p=8) decision to grant an appeal under this subsection shall be made by a vote of not fewer than ⅔ of the voting members then serving, [including](/usc/12/5301.md?p=18-A) an affirmative vote by the [Chairperson](/usc/12/5311.md?p=a-2). Not later than 60 days after the date of a hearing under [paragraph (1)](#c-1), the [Council](/usc/12/5301.md?p=8) shall submit a report to, and may testify before, the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the proposed decision of the [Council](/usc/12/5301.md?p=8) regarding an appeal under [paragraph (1)](#c-1), which report shall include a statement of the basis for the proposed decision of the [Council](/usc/12/5301.md?p=8).
    - (B) **Notice of final decision—** The [Council](/usc/12/5301.md?p=8) shall notify the subject entity of the final decision of the [Council](/usc/12/5301.md?p=8) regarding an appeal under [paragraph (1)](#c-1), which notice shall contain a statement of the basis for the final decision of the [Council](/usc/12/5301.md?p=8), not later than 60 days after the later of—
      - (i) the date of the submission of the report under [subparagraph (A)](#c-2-A); or
      - (ii) if, not later than 1 year after the date of submission of the report under [subparagraph (A)](#c-2-A), the Committee on Banking, Housing, and Urban Affairs of the Senate or the Committee on Financial Services of the House of Representatives holds one or more hearings regarding such report, the date of the last such hearing.
    - (C) **Considerations—** In making a decision regarding an appeal under [paragraph (1)](#c-1), the [Council](/usc/12/5301.md?p=8) shall consider whether the [company](/usc/12/5381.md?p=a-5) meets the standards under section [5323(a)](/usc/12/5323.md?p=a) or [5323(b)](/usc/12/5323.md?p=b) of this title, as applicable, and the definition of the term “[nonbank financial company](/usc/12/5311.md?p=a-4-C)” under [section 5311 of this title](/usc/12/5311.md). The decision of the [Council](/usc/12/5301.md?p=8) shall be final, subject to the review under [paragraph (3)](#c-3).
  - (3) **Review—** If the [Council](/usc/12/5301.md?p=8) denies an appeal under this subsection, the [Council](/usc/12/5301.md?p=8) shall, not less frequently than annually, review and reevaluate the decision.

## Source credit

(Pub. L. 111–203, title I, § 117, July 21, 2010, 124 Stat. 1406.)

## Notes

### Editorial Notes

### References in Text

The Emergency Economic Stabilization Act of 2008, referred to in subsec. (a)(1)(B), is div. A of Pub. L. 110–343, Oct. 3, 2008, 122 Stat. 3765, which is classified principally to chapter 52 (§ 5201 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 5201 of this title and Tables.