17 CFR Part 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

  1. General (§ - )
  2. § 230.100 Definitions of terms used in the rules and regulations.
  3. § 230.110 Business hours of the Commission.
  4. § 230.111 Payment of fees.
  5. § 230.120 Inspection of registration statements.
  6. § 230.122 Non-disclosure of information obtained in the course of examinations and investigations.
  7. § 230.130 Definition of “rules and regulations” as used in certain sections of the Act.
  8. § 230.131 Definition of security issued under governmental obligations.
  9. § 230.132 Definition of “common trust fund” as used in section 3(a)(2) of the Act.
  10. § 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.
  11. § 230.134 Communications not deemed a prospectus.
  12. § 230.134a Options material not deemed a prospectus.
  13. § 230.134b Statements of additional information.
  14. § 230.135 Notice of proposed registered offerings.
  15. § 230.135a Generic advertising.
  16. § 230.135b Materials not deemed an offer to sell or offer to buy nor a prospectus.
  17. § 230.135c Notice of certain proposed unregistered offerings.
  18. § 230.135d Communications involving security-based swaps.
  19. § 230.135e Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.
  20. § 230.136 Definition of certain terms in relation to assessable stock.
  21. § 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.
  22. § 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.
  23. § 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.
  24. § 230.139a Publications by brokers or dealers distributing asset-backed securities.
  25. § 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.
  26. § 230.140 Definition of “distribution” in section 2(11) for certain transactions.
  27. § 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.
  28. § 230.142 Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.
  29. § 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.
  30. § 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.
  31. § 230.144A Private resales of securities to institutions.
  32. § 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.
  33. § 230.146 Rules under section 18 of the Act.
  34. § 230.147 Intrastate offers and sales.
  35. § 230.147A Intrastate sales exemption.
  36. § 230.148 [Reserved]
  37. § 230.149 Definition of “exchanged” in section 3(a)(9), for certain transactions.
  38. § 230.150 Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.
  39. § 230.151 Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).
  40. § 230.152 Definition of “transactions by an issuer not involving any public offering” in section 4(2), for certain transactions.
  41. § 230.152a Offer or sale of certain fractional interests.
  42. § 230.153 Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.
  43. § 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.
  44. § 230.153b Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.
  45. § 230.154 Delivery of prospectuses to investors at the same address.
  46. § 230.155 Integration of abandoned offerings.
  47. § 230.156 Investment company sales literature.
  48. § 230.157 Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.
  49. § 230.158 Definitions of certain terms in the last paragraph of section 11(a).
  50. § 230.159 Information available to purchaser at time of contract of sale.
  51. § 230.159A Certain definitions for purposes of section 12(a)(2) of the Act.
  52. § 230.160 Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.
  53. § 230.161 Amendments to rules and regulations governing exemptions.
  54. § 230.162 Submission of tenders in registered exchange offers.
  55. § 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.
  56. § 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.
  57. § 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.
  58. § 230.164 Post-filing free writing prospectuses in connection with certain registered offerings.
  59. § 230.165 Offers made in connection with a business combination transaction.
  60. § 230.166 Exemption from section 5(c) for certain communications in connection with business combination transactions.
  61. § 230.167 Communications in connection with certain registered offerings of asset-backed securities.
  62. § 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.
  63. § 230.169 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.
  64. § 230.170 Prohibition of use of certain financial statements.
  65. § 230.171 Disclosure detrimental to the national defense or foreign policy.
  66. § 230.172 Delivery of prospectuses.
  67. § 230.173 Notice of registration.
  68. § 230.174 Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.
  69. § 230.175 Liability for certain statements by issuers.
  70. § 230.176 Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.
  71. § 230.180 Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.
  72. § 230.190 Registration of underlying securities in asset-backed securities transactions.
  73. § 230.191 Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.
  74. § 230.193 Review of underlying assets in asset-backed securities transactions.
  75. § 230.194 Definitions of the terms “swap” and “security-based swap” as used in the Act.
  76. § 230.215 Accredited investor.
  77. Regulation C - Registration (§ - )
  78. § 230.400 Application of §§ 230.400 to 230.494, inclusive.
  79. investment companies; business development companies (§ - )
    Source: Sections 230.480 through 230.485 appear at 47 FR 11446, Mar. 16, 1982, unless otherwise noted.
  80. § 230.480 Title of securities.
  81. § 230.481 Information required in prospectuses.
  82. § 230.482 Advertising by an investment company as satisfying requirements of section 10.
  83. § 230.483 Exhibits for certain registration statements.
  84. § 230.484 Undertaking required in certain registration statements.
  85. § 230.485 Effective date of post-effective amendments filed by certain registered investment companies.
  86. § 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.
  87. § 230.487 Effectiveness of registration statements filed by certain unit investment trusts.
  88. § 230.488 Effective date of registration statements relating to securities to be issued in certain business combination transactions.
  89. § 230.489 Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.
  90. 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.
  91. § 230.601 Definitions of terms used in §§ 230.601 to 230.610a.
  92. § 230.602 Securities exempted.
  93. § 230.603 Amount of securities exempted.
  94. § 230.604 Filing of notification on Form 1-E.
  95. § 230.605 Filing and use of the offering circular.
  96. § 230.606 Offering not in excess of $100,000.
  97. § 230.607 Sales material to be filed.
  98. § 230.608 Prohibition of certain statements.
  99. § 230.609 Reports of sales hereunder.
  100. § 230.610 Suspension of exemption.
  101. § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.
  102. §§ 230.651-230.656 [Reserved]
  103. § 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.
  104. §§ 230.702(T)-230.703(T) [Reserved]
  105. 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.
  106. § 230.800 Definitions for §§ 230.800, 230.801 and 230.802.
  107. § 230.801 Exemption in connection with a rights offering.
  108. § 230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.
  109. 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.
  110. § 230.901 General statement.
  111. § 230.902 Definitions.
  112. § 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.
  113. § 230.904 Offshore resales.
  114. § 230.905 Resale limitations.
  115. Regulation CE - Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law (§ 230.1001)
    1. § 230.1001 Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.
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, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), 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.

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.

Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 80a-30.

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
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.

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.
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.

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.

Cross Reference:

For regulations of Small Business Administration under the Small Business Investment Act of 1958, see 13 CFR, Chapter I.

General Notes to §§ 230.800, 230.801 and 230.802

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.

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]
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