12 U.S.C. § 5311 — Definitions

(a) Unless the context requires otherwise, these definitions apply: (1) “Bank holding company” has the meaning in section 2 of the Bank Holding Company Act of 1956. A foreign bank or company treated as a bank holding company under section 3106(a) is also treated as one for this subchapter. (2) “Chairperson” means the Council’s Chairperson. (3) “Member agency” means an agency represented by a Council voting member.

(a)(4) “Foreign nonbank financial company” means a company other than one that is, or is treated in the United States as, a bank holding company, that is incorporated or organized outside the United States and is predominantly engaged in financial activities, including through a branch in the United States. “Financial activities” has the meaning in paragraph (6). “U.S. nonbank financial company” means a company other than the listed excluded entities, including bank holding companies, certain Farm Credit^* System institutions, national securities exchanges and their covered parents, clearing agencies and their covered parents, security-based swap facilities and repositories, boards of trade and their covered parents, derivatives clearing organizations and their covered parents, and swap facilities or repositories registered with the Commodity Futures Trading Commission, that is incorporated or organized under United States or State^* law and predominantly engaged in financial activities. “Nonbank financial company” means a U.S. nonbank financial company or a foreign nonbank financial company. “Nonbank financial company supervised by the Board of Governors” means a nonbank financial company that the Council has determined under section 5323 must be supervised by the Board of Governors.

(a)(5) “Office of Financial Research” means the office established under section 5342. (a)(6) A company is “predominantly engaged in financial activities” if either of these tests is met: (A) the company’s and all its subsidiaries’ annual gross revenues from activities that are financial in nature, and, when applicable, from owning or controlling one or more insured depository institutions, are at least 85 percent of the company’s consolidated annual gross revenues; or (B) the consolidated assets of the company and all its subsidiaries related to those financial activities and, when applicable, to owning or controlling one or more insured depository institutions, are at least 85 percent of the company’s consolidated assets. (a)(7) “Significant nonbank financial company” and “significant bank holding company” have the meanings given by a Board of Governors rule. But “significant nonbank financial company” may not include entities excluded under (a)(4)(B). This section does not define the quoted terms beyond the definitions and cross-references stated here.

(b) The Board of Governors must establish by regulation the requirements for deciding whether a company is predominantly engaged in financial activities under (a)(6).

(c) When parts A and C of this subchapter, other than section 5323(b), apply to a foreign nonbank financial company, “company” and “subsidiary” refer only to that foreign company’s activities and subsidiaries in the United States, unless this subchapter provides otherwise.