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15 U.S.C. § 80a–24 — Registration of securities under Securities Act of 1933

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15 U.S.C. § 80a–24 — Registration of securities under Securities Act of 1933

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Source location: Title 15, Chapter 2D, § 80a–24; chapter-2d-investment-companies-and-advisers.md

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**(a) Registration statement; contents** In registering under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [[15 U.S.C. 77aa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim)], may file a registration statement containing the following information and documents: (1) such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to [section 80a–29 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a-29&num=0&edition=prelim) or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and (2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors. **(b) Filing of three copies of advertisement, pamphlet, etc. in connection with public offering; time of filing** It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective investors unless three copies of the full text thereof have been filed with the Commission or are filed with the Commission within ten days thereafter: (1) any registered open-end company; (2) any registered unit investment trust; or (3) any registered face-amount certificate company. **(c) Additional requirement for prospectuses relating to periodic payment plan certificates or face-amount certificate** In addition to the powers relative to prospectuses granted the Commission by section 10 of the Securities Act of 1933 [[15 U.S.C. 77j](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)], the Commission is authorized to require, by rules and regulations or order, that the information contained in any prospectus relating to any periodic payment plan certificate or face-amount certificate registered under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], on or after the effective date of this subchapter be presented in such form and order of items, and such prospectus contain such summaries of any portion of such information, as are necessary or appropriate in the public interest or for the protection of investors. **(d) Application of other provisions to securities of investment companies, face-amount certificate companies, and open-end companies or unit investment trust** The exemption provided by paragraph (8) of section 3(a) of the Securities Act of 1933 [[15 U.S.C. 77c(a)(8)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c/a/8&num=0&edition=prelim)] shall not apply to any security of which an investment company is the issuer. The exemption provided by paragraph (11) of said section 3(a) [[15 U.S.C. 77c(a)(11)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c/a/11&num=0&edition=prelim)] shall not apply to any security of which a registered investment company is the issuer. The exemption provided by section 4(3) 11 See References in Text note below. of the Securities Act of 1933 [[15 U.S.C. 77d(a)(3)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77d/a/3&num=0&edition=prelim)] shall not apply to any transaction in a security issued by a face-amount certificate company or in a redeemable security issued by an open-end management company or unit investment trust if any other security of the same class is currently being offered or sold by the issuer or by or through an underwriter in a distribution which is not exempted from section 5 of said Act [[15 U.S.C. 77e](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim)], except to such extent and subject to such terms and conditions as the Commission, having due regard for the public interest and the protection of investors, may prescribe by rules or regulations with respect to any class of persons, securities, or transactions. **(e) Amendment of registration statements relating to securities issued by face-amount certificate companies, open-end management companies or unit investment trusts** For the purposes of section 11 of the Securities Act of 1933, as amended [[15 U.S.C. 77k](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77k&num=0&edition=prelim)] the effective date of the latest amendment filed shall be deemed the effective date of the registration statement with respect to securities sold after such amendment shall have become effective. For the purposes of section 13 of the Securities Act of 1933, as amended [[15 U.S.C. 77m](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77m&num=0&edition=prelim)], no such security shall be deemed to have been bona fide offered to the public prior to the effective date of the latest amendment filed pursuant to this subsection. Except to the extent the Commission otherwise provides by rules or regulations as appropriate in the public interest or for the protection of investors, no prospectus relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust which varies for the purposes of subsection (a)(3) of section 10 of the Securities Act of 1933 [[15 U.S.C. 77j(a)(3)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j/a/3&num=0&edition=prelim)] from the latest prospectus filed as a part of the registration statement shall be deemed to meet the requirements of said section 10 [[15 U.S.C. 77j](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)] unless filed as part of an amendment to the registration statement under said Act [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and such amendment has become effective. **(f) Registration of indefinite amount of securities** (1) **Registration of securities** — Upon the effective date of its registration statement, as provided by section 8 of the Securities Act of 1933 [[15 U.S.C. 77h](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim)], a face-amount certificate company, open-end management company, or unit investment trust, shall be deemed to have registered an indefinite amount of securities. (2) **Payment of registration fees** — Not later than 90 days after the end of the fiscal year of a company or trust referred to in paragraph (1), the company or trust, as applicable, shall pay a registration fee to the Commission, calculated in the manner specified in section 6(b) of the Securities Act of 1933 [[15 U.S.C. 77f(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77f/b&num=0&edition=prelim)], based on the aggregate sales price for which its securities (including, for purposes of this paragraph, all securities issued pursuant to a dividend reinvestment plan) were sold pursuant to a registration of an indefinite amount of securities under this subsection during the previous fiscal year of the company or trust, reduced by— (A) the aggregate redemption or repurchase price of the securities of the company or trust during that year; and (B) the aggregate redemption or repurchase price of the securities of the company or trust during any prior fiscal year ending not more than 1 year before October 11, 1996, that were not used previously by the company or trust to reduce fees payable under this section. (3) **Interest due on late payment** — A company or trust paying the fee required by this subsection or any portion thereof more than 90 days after the end of the fiscal year of the company or trust shall pay to the Commission interest on unpaid amounts, at the average investment rate for Treasury tax and loan accounts published by the Secretary of the Treasury pursuant to [section 3717(a) of title 31](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3717/a&num=0&edition=prelim). The payment of interest pursuant to this paragraph shall not preclude the Commission from bringing an action to enforce the requirements of paragraph (2). (4) **Rulemaking authority** — The Commission may adopt rules and regulations to implement this subsection. **(g) Additional prospectuses** In addition to any prospectus permitted or required by section 10(a) of the Securities Act of 1933 [[15 U.S.C. 77j(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j/a&num=0&edition=prelim)], the Commission shall permit, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, the use of a prospectus for purposes of section 5(b)(1) of that Act [[15 U.S.C. 77e(b)(1)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e/b/1&num=0&edition=prelim)] with respect to securities issued by a registered investment company. Such a prospectus, which may include information the substance of which is not included in the prospectus specified in section 10(a) of the Securities Act of 1933, shall be deemed to be permitted by section 10(b) of that Act [[15 U.S.C. 77j(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j/b&num=0&edition=prelim)].

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77j — Information required in prospectus

**(a) Information in registration statement; documents not required** Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)— (1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); (2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); (3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; (4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. **(b) Summarizations and omissions allowed by rules and regulations** In addition to the

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15 U.S.C. § 77e — Prohibitions relating to interstate commerce and the mails

**(a) Sale or delivery after sale of unregistered securities** Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly— (1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or (2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale. **(b) Necessity of prospectus meeting requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)** It shall be unlawful for any person, directly or indirectly— (1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim); or (2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim). **(c) Necessity of filing registration statement** It shall be unlawful for any person, directly or indirectly, to make use of any means

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15 U.S.C. § 77aa — Schedule of information required in registration statement

schedule a (1) The name under which the issuer is doing or intends to do business; (2) the name of the State or other sovereign power under which the issuer is organized; (3) the location of the issuer’s principal business office, and if the issuer is a foreign or territorial person, the name and address of its agent in the United States authorized to receive notice; (4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the issuer be a corporation, association, trust, or other entity; of all partners, if the issuer be a partnership; and of the issuer, if the issuer be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the registration statement; (5) the names and addresses of the underwriters; (6) the names and addresses of all persons, if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the issuer, or more than 10 per centum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement; (7) the amount of securities of the issuer held by any person specified in paragraphs (4), (5), and (6) of this schedule, as of a date within twenty days prior to the filing of the registration statement, and, if possible, as of one year prior thereto, and the amount of the securities, for which the registration statement is filed, to which such persons have indicated their intention to subscribe; (8) the general character of the business actually transacted or to be transacted by the issuer; (9) a statement of the capitalization of the issuer, including the authori

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15 U.S.C. § 77a — Short title

This subchapter may be cited as the “Securities Act of 1933”.

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15 U.S.C. § 77k — Civil liabilities on account of false registration statement

**(a) Persons possessing cause of action; persons liable** In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue— (1) every person who signed the registration statement; (2) every person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted; (3) every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner; (4) every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him; (5) every underwriter with respect to such security. If such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsec

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15 U.S.C. § 77b — Definitions; promotion of efficiency, competition, and capital formation

**(a) Definitions** When used in this subchapter, unless the context otherwise requires— (1) The term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. (2) The term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security. (3) The term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interes

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15 U.S.C. § 77h — Taking effect of registration statements and amendments thereto

**(a) Effective date of registration statement** Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement. **(b) Incomplete or inaccurate registration statement** If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare an

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15 U.S.C. § 77m — Limitation of actions

No action shall be maintained to enforce any liability created under section 77k or 77l(a)(2) of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence, or, if the action is to enforce a liability created under section 77l(a)(1) of this title, unless brought within one year after the violation upon which it is based. In no event shall any such action be brought to enforce a liability created under section 77k or 77l(a)(1) of this title more than three years after the security was bona fide offered to the public, or under section 77l(a)(2) of this title more than three years after the sale.

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15 U.S.C. § 78d — Securities and Exchange Commission

**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934. **(b) Appointment and compensation of staff and leasing authority** (1) **Appointment and compensation** — The Commission shall appoint and compensate offic

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15 U.S.C. § 77a — Short title

Page 119 TITLE 15—COMMERCE AND TRADE § 77b 7025, set out as a note under section 301 of Title 3, The President. CHAPTER 2A—SECURITIES AND TRUST INDENTURES SUBCHAPTER I—DOMESTIC SECURITIES Sec. 77a. Short title. 77b. Definitions; promotion of efficiency, competi- tion, and capital formation. 77b–1. Swap agreements. 77c. Classes of securities under this subchapter. 77d. Exempted transactions. 77d–1. Requirements with respect to certain small transactions. 77e. Prohibitions relating to interstate commerce and the mails. 77f. Registration of securities. 77g. Information required in registration state- ment. 77h. Taking effect of registration statements and amendments thereto. 77h–1. Cease-and-desist proceedings. 77i. Court review of orders. 77j. Information required in prospectus. 77k. Civil liabilities on account of false registra- tion statement. 77l. Civil liabilities arising in connection with prospectuses and communications. 77m. Limitation of actions. 77n. Contrary stipulations void. 77o. Liability of controlling persons. 77p. Additional remedies; limitation on remedies. 77q. Fraudulent interstate transactions. 77r. Exemption from State regulation of securi- ties offerings. 77r–1. Preemption of State law. 77s. Special powers of Commission. 77t. Injunctions and prosecution of offenses. 77u. Hearings by Commission. 77v. Jurisdiction of offenses and suits. 77w. Unlawful representations. 77x. Penalties. 77y. Jurisdiction of other Government agencies over securities. 77z. Separability. 77z–1. Private securities litigation. 77z–2. Application of safe harbor for forward-look- ing statements. 77z–2a. Conflicts of interest relating to certain securitizations. 77z–3. General exemptive authority. 77z

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