---
kind: "section"
citation: "12 U.S.C. § 5367"
title: "12"
title_heading: "Banks and Banking"
number: "5367"
heading: "Affiliations"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/12/5367"
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"
---

# §5367. Affiliations

- (a) **Affiliations—** Nothing in this part shall be construed to require a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D), or a [company](/usc/12/5381.md?p=a-5) that [controls](/usc/12/5301.md?p=18-A) a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D), to conform the activities thereof to the requirements of [section 1843 of this title](/usc/12/1843.md).
- (b) **Requirement—**
  - (1) **In general—**
    - (A) **Board authority—** If a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) conducts activities other than those that are determined to be financial in nature or incidental thereto under [section 1843(k) of this title](/usc/12/1843.md?p=k), the [Board of Governors](/usc/12/5301.md?p=3) may require such [company](/usc/12/5381.md?p=a-5) to establish and conduct all or a portion of such activities that are determined to be financial in nature or incidental thereto in or through an intermediate holding [company](/usc/12/5381.md?p=a-5) established pursuant to regulation of the [Board of Governors](/usc/12/5301.md?p=3), not later than 90 days (or such longer period as the [Board of Governors](/usc/12/5301.md?p=3) may deem appropriate) after the date on which the [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) is notified of the determination of the [Board of Governors](/usc/12/5301.md?p=3) under this section.
    - (B) **Necessary actions—** Notwithstanding [subparagraph (A)](#b-1-A), the [Board of Governors](/usc/12/5301.md?p=3) shall require a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) to establish an intermediate holding [company](/usc/12/5381.md?p=a-5) if the [Board of Governors](/usc/12/5301.md?p=3) makes a determination that the establishment of such intermediate holding [company](/usc/12/5381.md?p=a-5) is necessary to—
      - (i) appropriately supervise activities that are determined to be financial in nature or incidental thereto; or
      - (ii) to[^1] ensure that supervision by the [Board of Governors](/usc/12/5301.md?p=3) does not extend to the commercial activities of such [nonbank financial company](/usc/12/5311.md?p=a-4-C).
  - (2) **Internal financial activities—** For purposes of this subsection, activities that are determined to be financial in nature or incidental thereto under [section 1843(k) of this title](/usc/12/1843.md?p=k), as described in [paragraph (1)](#b-1), shall not include internal financial activities, [including](/usc/12/5301.md?p=18-A) internal treasury, investment, and employee benefit functions. With respect to any internal financial activity engaged in for the [company](/usc/12/5381.md?p=a-5) or an [affiliate](/usc/12/5301.md?p=1) and a non-[affiliate](/usc/12/5301.md?p=1) of such [company](/usc/12/5381.md?p=a-5) during the year prior to July 21, 2010, such [company](/usc/12/5381.md?p=a-5) (or an [affiliate](/usc/12/5301.md?p=1) that is not an intermediate holding [company](/usc/12/5381.md?p=a-5) or [subsidiary](/usc/12/5301.md?p=18-A) of an intermediate holding [company](/usc/12/5381.md?p=a-5)) may continue to engage in such activity, as long as not less than 2/3 of the assets or 2/3 of the revenues generated from the activity are from or attributable to such [company](/usc/12/5381.md?p=a-5) or an [affiliate](/usc/12/5301.md?p=1), subject to review by the [Board of Governors](/usc/12/5301.md?p=3), to determine whether engaging in such activity presents undue risk to such [company](/usc/12/5381.md?p=a-5) or to the financial stability of the United States.
  - (3) **Source of strength—** A [company](/usc/12/5381.md?p=a-5) that directly or indirectly [controls](/usc/12/5301.md?p=18-A) an intermediate holding [company](/usc/12/5381.md?p=a-5) established under this section shall serve as a source of strength to its [subsidiary](/usc/12/5301.md?p=18-A) intermediate holding [company](/usc/12/5381.md?p=a-5).
  - (4) **Parent company reports—** The [Board of Governors](/usc/12/5301.md?p=3) may, from time to time, require reports under oath from a [company](/usc/12/5381.md?p=a-5) that [controls](/usc/12/5301.md?p=18-A) an intermediate holding [company](/usc/12/5381.md?p=a-5), and from the appropriate officers or [directors](/usc/12/5341.md?p=1) of such [company](/usc/12/5381.md?p=a-5), solely for purposes of ensuring compliance with the provisions of this section, [including](/usc/12/5301.md?p=18-A) assessing the ability of the [company](/usc/12/5381.md?p=a-5) to serve as a source of strength to its [subsidiary](/usc/12/5301.md?p=18-A) intermediate holding [company](/usc/12/5381.md?p=a-5) pursuant to [paragraph (3)](#b-3) and enforcing such compliance.
  - (5) **Limited parent company enforcement—**
    - (A) **In general—** In addition to any other authority of the [Board of Governors](/usc/12/5301.md?p=3), the [Board of Governors](/usc/12/5301.md?p=3) may enforce compliance with the provisions of this subsection that are applicable to any [company](/usc/12/5381.md?p=a-5) described in [paragraph (1)](#b-1) that [controls](/usc/12/5301.md?p=18-A) an intermediate holding [company](/usc/12/5381.md?p=a-5) under section 8 of the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance Act [[12 U.S.C. 1818](/usc/12/1818.md)], and such [company](/usc/12/5381.md?p=a-5) shall be subject to such section (solely for such purposes) in the same manner and to the same extent as if such [company](/usc/12/5381.md?p=a-5) were a [bank holding company](/usc/12/5301.md?p=18-A).
    - (B) **Application of other Act—** Any [violation](/usc/12/5561.md?p=5) of this subsection by any [company](/usc/12/5381.md?p=a-5) that [controls](/usc/12/5301.md?p=18-A) an intermediate holding [company](/usc/12/5381.md?p=a-5) may also be treated as a [violation](/usc/12/5561.md?p=5) of the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance Act [[12 U.S.C. 1811](/usc/12/1811.md) et seq.] for purposes of [subparagraph (A)](#b-5-A).
    - (C) **No effect on other authority—** No provision of this paragraph shall be construed as limiting any authority of the [Board of Governors](/usc/12/5301.md?p=3) or any other Federal agency under any other provision of law.
- (c) **Regulations—** The [Board of Governors](/usc/12/5301.md?p=3)—
  - (1) shall promulgate regulations to establish the criteria for determining whether to require a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) to establish an intermediate holding [company](/usc/12/5381.md?p=a-5) under [subsection (b)](#b); and
  - (2) may promulgate regulations to establish any restrictions or limitations on transactions between an intermediate holding [company](/usc/12/5381.md?p=a-5) or a [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D) and its [affiliates](/usc/12/5301.md?p=1), as necessary to prevent unsafe and unsound practices in connection with transactions between such [company](/usc/12/5381.md?p=a-5), or any [subsidiary](/usc/12/5301.md?p=18-A) thereof, and its parent [company](/usc/12/5381.md?p=a-5) or [affiliates](/usc/12/5301.md?p=1) that are not [subsidiaries](/usc/12/5301.md?p=18-A) of such [company](/usc/12/5381.md?p=a-5), except that such regulations shall not restrict or limit any transaction in connection with the bona fide acquisition or lease by an unaffiliated [person](/usc/12/5481.md?p=19) of assets, goods, or services.

## Footnotes

[^1]: So in original. The word “to” probably should not appear.

## Source credit

(Pub. L. 111–203, title I, § 167, July 21, 2010, 124 Stat. 1432.)

## Notes

### Editorial Notes

### References in Text

This part, referred to in subsec. (a), was in the original “this subtitle”, meaning subtitle C (§§ 161–176) of title I of Pub. L. 111–203, July 21, 2010, 124 Stat. 1420, which is classified principally to this part. For complete classification of subtitle C to the Code, see Tables.

The Federal Deposit Insurance Act, referred to in subsec. (b)(5)(B), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 1811 of this title and Tables.