---
kind: "section"
citation: "12 U.S.C. § 5363"
title: "12"
title_heading: "Banks and Banking"
number: "5363"
heading: "Acquisitions"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/12/5363"
units:
  - "Chapter 53 — Wall Street Reform and Consumer Protection"
  - "Subchapter I — Financial Stability"
  - "Part C — Additional Board of Governors Authority for Certain Nonbank Financial Companies and Bank Holding Companies"
---

# §5363. Acquisitions

- (a) **Acquisitions of banks; treatment as a bank holding company—** For purposes of [section 1842 of this title](/usc/12/1842.md), a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) shall be deemed to be, and shall be treated as, a [bank holding company](/usc/12/5301.md?p=18-A).
- (b) **Acquisition of nonbank companies—**
  - (1) **Prior notice for large acquisitions—** Notwithstanding [section 1843(k)(6)(B) of this title](/usc/12/1843.md?p=k-6-B), a [bank holding company](/usc/12/5301.md?p=18-A) with total consolidated assets equal to or greater than $250,000,000,000 or a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) shall not acquire direct or indirect ownership or [control](/usc/12/5301.md?p=18-A) of any voting shares of any [company](/usc/12/5381.md?p=a-5) (other than an [insured depository institution](/usc/12/5301.md?p=18-A)) that is engaged in activities described in [section 1843(k) of this title](/usc/12/1843.md?p=k) having total consolidated assets of $10,000,000,000 or more, without providing written notice to the [Board of Governors](/usc/12/5301.md?p=3) in advance of the transaction.
  - (2) **Exemptions—** The prior notice requirement in [paragraph (1)](#b-1) shall not apply with regard to the acquisition of shares that would qualify for the exemptions in [section 1843(c) of this title](/usc/12/1843.md?p=c) or [section 1843(k)(4)(E) of this title](/usc/12/1843.md?p=k-4-E).
  - (3) **Notice procedures—** The notice procedures set forth in [section 1843(j)(1) of this title](/usc/12/1843.md?p=j-1), without regard to [section 1843(j)(3) of this title](/usc/12/1843.md?p=j-3), shall apply to an acquisition of any [company](/usc/12/5381.md?p=a-5) (other than an [insured depository institution](/usc/12/5301.md?p=18-A)) by a [bank holding company](/usc/12/5301.md?p=18-A) with total consolidated assets equal to or greater than $250,000,000,000 or a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D), as described in [paragraph (1)](#b-1), [including](/usc/12/5301.md?p=18-A) any such [company](/usc/12/5381.md?p=a-5) engaged in activities described in [section 1843(k) of this title](/usc/12/1843.md?p=k).
  - (4) **Standards for review—** In addition to the standards provided in [section 1843(j)(2) of this title](/usc/12/1843.md?p=j-2), the [Board of Governors](/usc/12/5301.md?p=3) shall consider the extent to which the proposed acquisition would result in greater or more concentrated risks to global or United States financial stability or the United States economy.
  - (5) **Hart-Scott-Rodino filing requirement—** Solely for purposes of [section 18a(c)(8) of title 15](/usc/15/18a.md?p=c-8), the transactions subject to the requirements of [paragraph (1)](#b-1) shall be treated as if [Board of Governors](/usc/12/5301.md?p=3) approval is not required.

## Source credit

(Pub. L. 111–203, title I, § 163, July 21, 2010, 124 Stat. 1422; Pub. L. 115–174, title IV, § 401(c)(1)(E), May 24, 2018, 132 Stat. 1358.)

## Notes

### Editorial Notes

### Amendments

2018—Subsec. (b)(1), (3). Pub. L. 115–174 substituted “$250,000,000,000” for “$50,000,000,000”.

### 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.