---
kind: "section"
citation: "12 U.S.C. § 5331"
title: "12"
title_heading: "Banks and Banking"
number: "5331"
heading: "Mitigation of risks to financial stability"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/12/5331"
units:
  - "Chapter 53 — Wall Street Reform and Consumer Protection"
  - "Subchapter I — Financial Stability"
  - "Part A — Financial Stability Oversight Council"
---

# §5331. Mitigation of risks to financial stability

- (a) **Mitigatory actions—** If the [Board of Governors](/usc/12/5301.md?p=3) determines that a [bank holding company](/usc/12/5301.md?p=18-A) with total consolidated assets of $250,000,000,000 or more, or a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D), poses a grave threat to the financial stability of the United States, the [Board of Governors](/usc/12/5301.md?p=3), upon an affirmative vote of not fewer than ⅔ of the voting members of the [Council](/usc/12/5301.md?p=8) then serving, shall—
  - (1) limit the ability of the [company](/usc/12/5381.md?p=a-5) to merge with, acquire, consolidate with, or otherwise become affiliated with another [company](/usc/12/5381.md?p=a-5);
  - (2) restrict the ability of the [company](/usc/12/5381.md?p=a-5) to offer a financial product or products;
  - (3) require the [company](/usc/12/5381.md?p=a-5) to terminate one or more activities;
  - (4) impose conditions on the manner in which the [company](/usc/12/5381.md?p=a-5) conducts 1 or more activities; or
  - (5) if the [Board of Governors](/usc/12/5301.md?p=3) determines that the actions described in paragraphs [(1)](#a-1) through [(4)](#a-4) are inadequate to mitigate a threat to the financial stability of the United States in its recommendation, require the [company](/usc/12/5381.md?p=a-5) to sell or otherwise transfer assets or off-balance-sheet items to unaffiliated entities.
- (b) **Notice and hearing—**
  - (1) **In general—** The [Board of Governors](/usc/12/5301.md?p=3), in consultation with the [Council](/usc/12/5301.md?p=8), shall provide to a [company](/usc/12/5381.md?p=a-5) described in [subsection (a)](#a) written notice that such [company](/usc/12/5381.md?p=a-5) is being considered for mitigatory action pursuant to this section, [including](/usc/12/5301.md?p=18-A) an explanation of the basis for, and description of, the proposed mitigatory action.
  - (2) **Hearing—** Not later than 30 days after the date of receipt of notice under [paragraph (1)](#b-1), the [company](/usc/12/5381.md?p=a-5) may request, in writing, an opportunity for a written or oral hearing before the [Board of Governors](/usc/12/5301.md?p=3) to contest the proposed mitigatory action. Upon receipt of a timely request, the [Board of Governors](/usc/12/5301.md?p=3) shall fix a time (not later than 30 days after the date of receipt of the request) and place at which such [company](/usc/12/5381.md?p=a-5) may appear, personally or through counsel, to submit written materials (or, at the discretion of the [Board of Governors](/usc/12/5301.md?p=3), in consultation with the [Council](/usc/12/5301.md?p=8), oral testimony and oral argument).
  - (3) **Decision—** Not later than 60 days after the date of a hearing under [paragraph (2)](#b-2), or not later than 60 days after the provision of a notice under [paragraph (1)](#b-1) if no hearing was held, the [Board of Governors](/usc/12/5301.md?p=3) shall notify the [company](/usc/12/5381.md?p=a-5) of the final decision of the [Board of Governors](/usc/12/5301.md?p=3), [including](/usc/12/5301.md?p=18-A) the results of the vote of the [Council](/usc/12/5301.md?p=8), as described in [subsection (a)](#a).
- (c) **Factors for consideration—** The [Board of Governors](/usc/12/5301.md?p=3) and the [Council](/usc/12/5301.md?p=8) shall take into consideration the factors set forth in subsection (a) or (b) of [section 5323 of this title](/usc/12/5323.md), as applicable, in making any determination under [subsection (a)](#a).
- (d) **Application to foreign financial companies—** The [Board of Governors](/usc/12/5301.md?p=3) may prescribe regulations regarding the application of this section to [foreign nonbank financial companies](/usc/12/5311.md?p=a-4-A) supervised by the [Board of Governors](/usc/12/5301.md?p=3) and foreign-based [bank holding companies](/usc/12/5301.md?p=18-A)—
  - (1) giving due regard to the principle of national treatment and equality of competitive opportunity; and
  - (2) taking into account the extent to which the [foreign nonbank financial company](/usc/12/5311.md?p=a-4-A) or foreign-based [bank holding company](/usc/12/5301.md?p=18-A) is subject on a consolidated basis to home country standards that are comparable to those applied to [financial companies](/usc/12/5341.md?p=2) in the United States.

## Source credit

(Pub. L. 111–203, title I, § 121, July 21, 2010, 124 Stat. 1410; Pub. L. 115–174, title IV, § 401(c)(1)(C), May 24, 2018, 132 Stat. 1358.)

## Notes

### Editorial Notes

### Amendments

2018—Subsec. (a). Pub. L. 115–174 substituted “$250,000,000,000” for “$50,000,000,000” in introductory provisions.

### Statutory Notes and Related Subsidiaries

### Effective Date of 2018 Amendment

Except as otherwise provided, amendment by Pub. L. 115–174 effective 18 months after May 24, 2018, see section 401(d) of Pub. L. 115–174, set out as a note under section 5365 of this title.

### Construction of 2018 Amendment

For construction of amendment by Pub. L. 115–174 as applied to certain foreign banking organizations, see section 401(g) of Pub. L. 115–174, set out as a note under section 5365 of this title.