17 CFR Part 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
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General
Note:In §§ 230.100 to 230.174, the numbers to the right of the decimal point correspond with the respective rule numbers in general rules and regulations adopted by the Securities and Exchange Commission under the Securities Act of 1933.Cross Reference:For regulations governing registration, see §§ 230.400-230.494.
- Regulation A-R - Special Exemptions
- § 230.100 — Definitions of terms used in the rules and regulations.
- § 230.110 — Business hours of the Commission.
- § 230.111 — Payment of fees.
- § 230.120 — Inspection of registration statements.
- § 230.122 — Non-disclosure of information obtained in the course of examinations and investigations.
- § 230.130 — Definition of “rules and regulations” as used in certain sections of the Act.
- § 230.131 — Definition of security issued under governmental obligations.
- § 230.132 — Definition of “common trust fund” as used in section 3(a)(2) of the Act.
- § 230.133 — Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.
- § 230.134 — Communications not deemed a prospectus.
- § 230.134a — Options material not deemed a prospectus.
- § 230.134b — Statements of additional information.
- § 230.135 — Notice of proposed registered offerings.
- § 230.135a — Generic advertising.
- § 230.135b — Materials not deemed an offer to sell or offer to buy nor a prospectus.
- § 230.135c — Notice of certain proposed unregistered offerings.
- § 230.135d — [Reserved]
- § 230.135e — Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.
- § 230.136 — Definition of certain terms in relation to assessable stock.
- § 230.137 — Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.
- § 230.138 — Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.
- § 230.139 — Publications or distributions of research reports by brokers or dealers distributing securities.
- § 230.139a — Publications by brokers or dealers distributing asset-backed securities.
- § 230.140 — Definition of “distribution” in section 2(11) for certain transactions.
- § 230.141 — Definition of “commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions” in section 2(11), for certain transactions.
- § 230.142 — Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.
- § 230.143 — Definition of “has purchased”, “sells for”, “participates”, and “participation”, as used in section 2(11), in relation to certain transactions of foreign governments for war purposes.
- § 230.144 — Persons deemed not to be engaged in a distribution and therefore not underwriters.
- § 230.144A — Private resales of securities to institutions.
- § 230.145 — Reclassification of securities, mergers, consolidations and acquisitions of assets.
- § 230.146 — Rules under section 18 of the Act.
- § 230.147 — “Part of an issue”, “person resident”, and “doing business within” for purposes of section 3(a)(11).
- § 230.148 — [Reserved]
- § 230.149 — Definition of “exchanged” in section 3(a)(9), for certain transactions.
- § 230.150 — Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.
- § 230.151 — Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).
- § 230.152 — Definition of “transactions by an issuer not involving any public offering” in section 4(2), for certain transactions.
- § 230.152a — Offer or sale of certain fractional interests.
- § 230.153 — Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.
- § 230.153a — Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions requiring approval of security holders.
- § 230.153b — Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.
- § 230.154 — Delivery of prospectuses to investors at the same address.
- § 230.155 — Integration of abandoned offerings.
- § 230.156 — Investment company sales literature.
- § 230.157 — Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.
- § 230.158 — Definitions of certain terms in the last paragraph of section 11(a).
- § 230.159 — Information available to purchaser at time of contract of sale.
- § 230.159A — Certain definitions for purposes of section 12(a)(2) of the Act.
- § 230.160 — Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.
- § 230.161 — Amendments to rules and regulations governing exemptions.
- § 230.162 — Submission of tenders in registered exchange offers.
- § 230.163 — Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.
- § 230.163A — Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed.
- § 230.164 — Post-filing free writing prospectuses in connection with certain registered offerings.
- § 230.165 — Offers made in connection with a business combination transaction.
- § 230.166 — Exemption from section 5(c) for certain communications in connection with business combination transactions.
- § 230.167 — Communications in connection with certain registered offerings of asset-backed securities.
- § 230.168 — Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.
- § 230.169 — Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.
- § 230.170 — Prohibition of use of certain financial statements.
- § 230.171 — Disclosure detrimental to the national defense or foreign policy.
- § 230.172 — Delivery of prospectuses.
- § 230.173 — Notice of registration.
- § 230.174 — Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.
- § 230.175 — Liability for certain statements by issuers.
- § 230.176 — Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.
- § 230.180 — Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.
- § 230.190 — Registration of underlying securities in asset-backed securities transactions.
- § 230.191 — Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.
- § 230.193 — Review of underlying assets in asset-backed securities transactions.
- § 230.215 — Accredited investor.
- § 230.236 — Exemption of shares offered in connection with certain transactions.
- § 230.237 — Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.
- § 230.238 — Exemption for standardized options.
- § 230.239T — Temporary exemption for eligible credit default swaps.
- § 230.240 — Exemption for certain security-based swaps.
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Regulation A - Conditional Small Issues Exemption
Authority:Source:57 FR 36468, Aug. 13, 1992, unless otherwise noted.
- § 230.251 — Scope of exemption.
- § 230.252 — Offering statement.
- § 230.253 — Offering circular.
- § 230.254 — Solicitation of interest document for use prior to an offering statement.
- § 230.255 — Preliminary Offering Circulars.
- § 230.256 — Filing of sales material.
- § 230.257 — Reports of sales and use of proceeds.
- § 230.258 — Suspension of the exemption.
- § 230.259 — Withdrawal or abandonment of offering statements.
- § 230.260 — Insignificant deviations from a term, condition or requirement of Regulation A.
- § 230.261 — Definitions.
- § 230.262 — Disqualification provisions.
- § 230.263 — Consent to Service of Process.
- §§ 230.300-230.346 — [Reserved]
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Regulation C - Registration
Authority:Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48 Stat. 78 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s)Sec. 230.457 also issued under secs. 6 and 7, 15 U.S.C. 77f and 77g.Note:In §§ 230.400 to 230.499, the numbers to the right of the decimal point correspond with the respective rule number in Regulation C, under the Securities Act of 1933.
- § 230.400 — Application of §§ 230.400 to 230.494, inclusive.
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general requirements
- § 230.401 — Requirements as to proper form.
- § 230.401a — Requirements as to proper form.
- § 230.402 — Number of copies; binding; signatures.
- § 230.403 — Requirements as to paper, printing, language and pagination.
- § 230.404 — Preparation of registration statement.
- § 230.405 — Definitions of terms.
- § 230.406 — Confidential treatment of information filed with the Commission.
- § 230.408 — Additional information.
- § 230.409 — Information unknown or not reasonably available.
- § 230.410 — Disclaimer of control.
- § 230.411 — Incorporation by reference.
- § 230.412 — Modified or superseded documents.
- § 230.413 — Registration of additional securities and additional classes of securities.
- § 230.414 — Registration by certain successor issuers.
- § 230.415 — Delayed or continuous offering and sale of securities.
- § 230.416 — Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain employee benefit plans.
- § 230.417 — Date of financial statements.
- § 230.418 — Supplemental information.
- § 230.419 — Offerings by blank check companies.
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form and content of prospectuses
- § 230.420 — Legibility of prospectus.
- § 230.421 — Presentation of information in prospectuses.
- § 230.423 — Date of prospectuses.
- § 230.424 — Filing of prospectuses, number of copies.
- § 230.425 — Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.
- § 230.426 — Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.
- § 230.427 — Contents of prospectus used after nine months.
- § 230.428 — Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.
- § 230.429 — Prospectus relating to several registration statements.
- § 230.430 — Prospectus for use prior to effective date.
- § 230.430A — Prospectus in a registration statement at the time of effectiveness.
- § 230.430B — Prospectus in a registration statement after effective date.
- § 230.430C — Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.
- § 230.431 — Summary prospectuses.
- § 230.432 — Additional information required to be included in prospectuses relating to tender offers.
- § 230.433 — Conditions to permissible post-filing free writing prospectuses.
- written consents
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filings; fees; effective date
- § 230.455 — Place of filing.
- § 230.456 — Date of filing; timing of fee payment.
- § 230.457 — Computation of fee.
- § 230.459 — Calculation of effective date.
- § 230.460 — Distribution of preliminary prospectus.
- § 230.461 — Acceleration of effective date.
- § 230.462 — Immediate effectiveness of certain registration statements and post-effective amendments.
- § 230.463 — Report of offering of securities and use of proceeds therefrom.
- § 230.464 — Effective date of post-effective amendments to registration statements filed on Form S-8 and on certain Forms S-3, S-4, F-2 and F-3.
- § 230.466 — Effective date of certain registration statements on Form F-6.
- § 230.467 — Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-9, F-10 and F-80.
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amendments; withdrawals
- § 230.470 — Formal requirements for amendments.
- § 230.471 — Signatures to amendments.
- § 230.472 — Filing of amendments; number of copies.
- § 230.473 — Delaying amendments.
- § 230.474 — Date of filing of amendments.
- § 230.475 — Amendment filed with consent of Commission.
- § 230.475a — Certain pre-effective amendments deemed filed with the consent of the Commission.
- § 230.476 — Amendment filed pursuant to order of Commission.
- § 230.477 — Withdrawal of registration statement or amendment.
- § 230.478 — Powers to amend or withdraw registration statement.
- § 230.479 — Procedure with respect to abandoned registration statements and post-effective amendments.
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investment companies; business development companies
Source:Sections 230.480 through 230.485 appear at 47 FR 11446, Mar. 16, 1982, unless otherwise noted.Note:The rules in this section of Regulation C (§§ 230.480 to 230.488 and §§ 230.495 to 230.498) apply only to investment companies and business development companies. Section 230.489 applies to certain entities excepted from the definition of investment company by rules under the Investment Company Act of 1940. The rules in the rest of Regulation C (§§ 230.400 to 230.479 and §§ 230.490 to 230.494), unless the context specifically indicates otherwise, also apply to investment companies and business development companies. See§ 230.400.
- § 230.480 — Title of securities.
- § 230.481 — Information required in prospectuses.
- § 230.482 — Advertising by an investment company as satisfying requirements of section 10.
- § 230.483 — Exhibits for certain registration statements.
- § 230.484 — Undertaking required in certain registration statements.
- § 230.485 — Effective date of post-effective amendments filed by certain registered investment companies.
- § 230.486 — Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.
- § 230.487 — Effectiveness of registration statements filed by certain unit investment trusts.
- § 230.488 — Effective date of registration statements relating to securities to be issued in certain business combination transactions.
- § 230.489 — Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.
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registration by foreign governments or political subdivisions thereof
Source:Sections 230.490 through 230.494 appear at 12 FR 4076, June 24, 1947, unless otherwise noted.
- § 230.490 — Information to be furnished under paragraph (3) of Schedule B.
- § 230.491 — Information to be furnished under paragraph (6) of Schedule B.
- § 230.492 — Omissions from prospectuses.
- § 230.493 — Additional Schedule B disclosure and filing requirements.
- § 230.494 — Newspaper prospectuses.
- § 230.495 — Preparation of registration statement.
- § 230.496 — Contents of prospectus and statement of additional information used after nine months.
- § 230.497 — Filing of investment company prospectuses—number of copies.
- § 230.498 — Summary Prospectuses for open-end management investment companies.
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Regulation D - Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933
Source:Sections 230.501 through 230.506 appear at 47 FR 11262, Mar. 16, 1982, unless otherwise noted.
- § 230.500 — Use of Regulation D.
- § 230.501 — Definitions and terms used in Regulation D.
- § 230.502 — General conditions to be met.
- § 230.503 — Filing of notice of sales.
- § 230.504 — Exemption for limited offerings and sales of securities not exceeding $1,000,000.
- § 230.505 — Exemption for limited offers and sales of securities not exceeding $5,000,000.
- § 230.506 — Exemption for limited offers and sales without regard to dollar amount of offering.
- § 230.507 — Disqualifying provision relating to exemptions under §§ 230.504, 230.505 and 230.506.
- § 230.508 — Insignificant deviations from a term, condition or requirement of Regulation D.
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Regulation E - Exemption for Securities of Small Business Investment Companies
Authority:Sections 230.601 to 230.610a issued under sec. 19, 48 Stat. 85, as amended; 15 U.S.C. 77s.Source:Sections 230.601 through 230.610a appear at 23 FR 10484, Dec. 30, 1958, unless otherwise noted.Cross Reference:For regulations of Small Business Administration under the Small Business Investment Act of 1958, see 13 CFR, Chapter I.
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Exemptions for Cross-Border Rights Offerings, Exchange Offers and Business Combinations
Source:Sections 230.800 through 230.802 appear at 64 FR 61400, Nov. 10, 1999, unless otherwise noted.1. Sections 230.801 and 230.802 relate only to the applicability of the registration provisions of the Act (15 U.S.C. 77e) and not to the applicability of the anti-fraud, civil liability or other provisions of the federal securities laws.2. The exemptions provided by § 230.801 and § 230.802 are not available for any securities transaction or series of transactions that technically complies with § 230.801 and § 230.802 but are part of a plan or scheme to evade the registration provisions of the Act.3. An issuer who relies on § 230.801 or an offeror who relies on § 230.802 must still comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) and any other applicable provisions of the federal securities laws.4. An issuer who relies on § 230.801 or an offeror who relies on § 230.802 must still comply with any applicable state laws relating to the offer and sale of securities.5. Attempted compliance with § 230.801 or § 230.802 does not act as an exclusive election; an issuer making an offer or sale of securities in reliance on § 230.801 or § 230.802 may also rely on any other applicable exemption from the registration requirements of the Act.6. Section 230.801 and § 230.802 provide exemptions only for the issuer of the securities and not for any affiliate of that issuer or for any other person for resales of the issuer's securities. These sections provide exemptions only for the transaction in which the issuer or other person offers or sells the securities, not for the securities themselves. Securities acquired in a § 230.801 or § 230.802 transaction may be resold in the United States only if they are registered under the Act or an exemption from registration is available.7. Unregistered offers and sales made outside the United States will not affect contemporaneous offers and sales made in compliance with § 230.801 or § 230.802. A transaction that complies with § 230.801 or § 230.802 will not be integrated with offerings exempt under other provisions of the Act, even if both transactions occur at the same time.8. Securities acquired in a rights offering under § 230.801 are “restricted securities” within the meaning of § 230.144(a)(3) to the same extent and proportion that the securities held by the security holder as of the record date for the rights offering were restricted securities. Likewise, securities acquired in an exchange offer or business combination subject to § 230.802 are “restricted securities” within the meaning of § 230.144(a)(3) to the same extent and proportion that the securities tendered or exchanged by the security holder in that transaction were restricted securities.9. Section 230.801 does not apply to a rights offering by an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment company. Section 230.802 does not apply to exchange offers or business combinations by an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment company.
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Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933
Source:Sections 230.901 through 230.904 appear at 55 FR 18322, May 2, 1990, unless otherwise noted.Preliminary Notes:1. The following rules relate solely to the application of Section 5 of the Securities Act of 1933 (the Act) [15 U.S.C. 77e] and not to antifraud or other provisions of the federal securities laws.2. In view of the objective of these rules and the policies underlying the Act, Regulation S is not available with respect to any transaction or series of transactions that, although in technical compliance with these rules, is part of a plan or scheme to evade the registration provisions of the Act. In such cases, registration under the Act is required.3. Nothing in these rules obviates the need for any issuer or any other person to comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act (the Exchange Act), whenever such requirements are applicable.4. Nothing in these rules obviates the need to comply with any applicable state law relating to the offer and sale of securities.5. Attempted compliance with any rule in Regulation S does not act as an exclusive election; a person making an offer or sale of securities may also claim the availability of any applicable exemption from the registration requirements of the Act. The availability of the Regulation S safe harbor to offers and sales that occur outside of the United States will not be affected by the subsequent offer and sale of these securities into the United States or to U.S. persons during the distribution compliance period, as long as the subsequent offer and sale are made pursuant to registration or an exemption therefrom under the Act.6. Regulation S is available only for offers and sales of securities outside the United States. Securities acquired overseas, whether or not pursuant to Regulation S, may be resold in the United States only if they are registered under the Act or an exemption from registration is available.7. Nothing in these rules precludes access by journalists for publications with a general circulation in the United States to offshore press conferences, press releases and meetings with company press spokespersons in which an offshore offering or tender offer is discussed, provided that the information is made available to the foreign and United States press generally and is not intended to induce purchases of securities by persons in the United States or tenders of securities by United States holders in the case of exchange offers. Where applicable, issuers and bidders may also look to § 230.135e and § 240.14d-1(c) of this chapter.8. The provisions of this Regulation S shall not apply to offers and sales of securities issued by open-end investment companies or unit investment trusts registered or required to be registered or closed-end investment companies required to be registered, but not registered, under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the 1940 Act).[55 FR 18322, May 2, 1990, as amended at 62 FR 53954, Oct. 17, 1997; 63 FR 9642, Feb. 25, 1998]
- § 230.601 — Definitions of terms used in §§ 230.601 to 230.610a.
- § 230.602 — Securities exempted.
- § 230.603 — Amount of securities exempted.
- § 230.604 — Filing of notification on Form -1-E.
- § 230.605 — Filing and use of the offering circular.
- § 230.606 — Offering not in excess of $100,000.
- § 230.607 — Sales material to be filed.
- § 230.608 — Prohibition of certain statements.
- § 230.609 — Reports of sales hereunder.
- § 230.610 — Suspension of exemption.
- § 230.610a — Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.
- §§ 230.651-230.656 — [Reserved]
- § 230.701 — Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.
- §§ 230.702(T)-230.703(T) — [Reserved]
- § 230.800 — Definitions for §§ 230.800, 230.801 and 230.802.
- § 230.801 — Exemption in connection with a rights offering.
- § 230.802 — Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.
- § 230.901 — General statement.
- § 230.902 — Definitions.
- § 230.903 — Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.
- § 230.904 — Offshore resales.
- § 230.905 — Resale limitations.
- Regulation CE - Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law
Authority:
15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.
Section 230.151 is also issued under 15 U.S.C. 77s(a).
Section 230.160 is also issued under Section 104(d) of the Electronic Signatures Act.
Section 230.193 is also issued under sec. 943, Pub. L. 111-203, 124 Stat. 1376.
ATTENTION ELECTRONIC FILERS
THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT
Title 17 published on 2012-04-01
The following are only the Rules published in the Federal Register after the published date of Title 17.
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Title 17 published on 2012-04-01
The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR 230 after this date.
