17 CFR Part 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
- § 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 Intrastate offers and sales.
- § 230.147A Intrastate sales exemption.
- § 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.
- § 230.194 Definitions of the terms “swap” and “security-based swap” as used in the Act.
- § 230.215 Accredited investor.
Subject Group 36Regulation A-R - Special Exemptions (§§ 230.236 - 230.240)
- § 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.
- § 230.239 Exemption for offers and sales of certain security-based swaps.
- § 230.240 Exemption for certain security-based swaps.
Subject Group 37Regulation A - Conditional Small Issues Exemption (§§ 230.251 - 230.300-230.346)
- § 230.251 Scope of exemption.
- § 230.252 Offering statement.
- § 230.253 Offering circular.
- § 230.254 Preliminary offering circular.
- § 230.255 Solicitations of interest and other communications.
- § 230.256 Definition of “qualified purchaser”.
- § 230.257 Periodic and current reporting; exit report.
- § 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]
- Regulation C - Registration
- § 230.400 Application of §§ 230.400 to 230.494, inclusive.
Subject Group 39general requirements (§§ 230.401 - 230.419)
- § 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.
Subject Group 40form and content of prospectuses (§§ 230.420 - 230.433)
- § 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.
- § 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.
- § 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.
Subject Group 41written consents (§§ 230.436 - 230.445-230.447)
Subject Group 42filings; fees; effective date (§§ 230.455 - 230.467)
- § 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-10 and F-80.
Subject Group 43amendments; withdrawals (§§ 230.470 - 230.479)
- § 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.
- investment companies; business development companies
- § 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.
Subject Group 45registration by foreign governments or political subdivisions thereof (§§ 230.490 - 230.498)
- § 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.
Subject Group 46Regulation D - Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933 (§§ 230.500 - 230.508)
- § 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 $5,000,000.
- § 230.505 [Reserved]
- § 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 and 230.506.
- § 230.508 Insignificant deviations from a term, condition or requirement of Regulation D.
- Regulation E - Exemption for Securities of Small Business Investment Companies
- § 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]
- Exemptions for Cross-Border Rights Offerings, Exchange Offers and Business Combinations
- § 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.
- Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933
- § 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.
Subject Group 50Regulation CE - Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law (§ 230.1001)
Section 230.160 is also issued under Section 104(d) of the Electronic Signatures Act.
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.
For regulations governing registration, see §§ 230.400-230.494.
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.
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.
For regulations of Small Business Administration under the Small Business Investment Act of 1958, see 13 CFR, Chapter I.
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. 78aet seq.) and any other applicable provisions of the federal securities laws.
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-1et 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-1et seq.), other than a registered closed-end investment company.
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-1et seq.] (the 1940 Act).