Offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations (as revised pursuant to section 201 of the Jumpstart Our Business Startups Act) shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.
15 U.S. Code § 77d - Exempted transactions
 See References in Text note below.
Section 201 of the Jumpstart Our Business Startups Act, referred to in subsec. (b), is section 201 of Pub. L. 112–106, which amended this section and enacted provisions set out as a note under this section.
Section 78o(a)(1) of this title, referred to in subsec. (c)(1), was in the original “section 15(a)(1) of this title” and was translated as meaning section 15(a)(1) of the Securities Exchange Act of 1934 to reflect the probable intent of Congress.
Section 78c(a)(39) of this title, referrred to in subsec. (c)(2)(C), was in the original “section 3(a)(39) of this title” and was translated as meaning section 3(a)(39) of the Securities Exchange Act of 1934 to reflect the probable intent of Congress.
2015—Subsec. (a)(7). Pub. L. 114–94, § 76001(a)(1), added par. (7).
Subsec. (c). Pub. L. 114–94, § 76001(a)(2), redesignated subsec. (b) relating to securities offered and sold in compliance with Rule 506 of Regulation D as (c).
Subsecs. (d), (e). Pub. L. 114–94, § 76001(a)(3), added subsecs. (d) and (e).
2012—Pub. L. 112–106, § 201(b)(1), (c)(1), made identical amendments, designating existing provisions as subsec. (a).
Subsec. (a)(5). Pub. L. 112–106, § 401(c), which directed amendment of this section by substituting “section 77c(b)(1)” for “section 77c(b)” in par. (5), was executed by making the substitution in subsec. (a)(5) to reflect the probable intent of Congress and the amendment by Pub. L. 112–106, § 201(b)(1), (c)(1). See above.
Subsec. (a)(6). Pub. L. 112–106, § 302(a), which directed amendment of this section by adding par. (6) at the end, was executed by making the addition at the end of subsec. (a) to reflect the probable intent of Congress and the amendment by Pub. L. 112–106, § 201(b)(1), (c)(1). See above.
Subsec. (b). Pub. L. 112–106, § 201(c)(2), added subsec. (b) relating to securities offered and sold in compliance with Rule 506 of Regulation D under this subchapter.
2010—Pars. (5), (6). Pub. L. 111–203 redesignated par. (6) as (5) and struck out former par. (5) which related to exemption for certain transactions involving offers or sales of one or more promissory notes directly secured by a first lien on a single parcel of real estate upon which is located a dwelling or other residential or commercial structure, and exemption for certain transactions between entities involving non-assignable contracts to buy or sell the foregoing securities which are to be completed within two years.
1980—Par. (6). Pub. L. 96–477 added par. (6).
1975—Par. (5). Pub. L. 94–29 added par. (5).
1964—Pub. L. 88–467 substituted “shall not apply to—” for “shall not apply to any of the following transactions:” in introductory text.
Par. (1). Pub. L. 88–467 reenacted existing first provision of par. (1) and struck out second and third provisions, which are incorporated in pars. (2) and (3)(A) to (C).
Par. (2). Pub. L. 88–467 redesignated existing second provision of par. (1) as (2). Former par. (2) redesignated (4).
Par. (3). Pub. L. 88–467 redesignated existing third provision of par. (1) as (3), designated the excepted transactions as cls. (A) to (C), inserted in cl. (B) “or such shorter period as the Commission may specify by rules and regulations or order” and inserted sentence relating to the applicable period to transactions referred to in clause (B).
Par. (4). Pub. L. 88–467 redesignated former par. (2) as (4) and substituted “over-the-counter market” for “open or counter market”.
1954—Act Aug. 10, 1954, reduced from 1 year to 40 days the period during which the delivery of a prospectus is required in trading transactions as distinguished from initial distribution of the new securities.
1934—Act June 6, 1934, among other changes, repealed par. (3), provisions of which were replaced by section 77c(9), (10) of this title.
Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title.
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
The following state regulations pages link to this page.
- Alaska Admin. Code Title 3 § 08.506 - 3 AAC 08.506 - Notice filing procedures for transactions of federal covered securities not involving public offerings
- Fla. Admin. Code r. 69W-200.002 - 69W-200.002 - General Industry Standards Incorporated by Reference
- IL Admin. Code 14.130.830 - Section 130.830 - Registration Exemption for Merger and Acquisition Brokers Pursuant to Section 4(I) of the Act
- Iowa Admin. Code r. 191-50.10 - 191.50.10 - Broker-dealer registrations, renewals, amendments, succession, and withdrawals.
- Miss. Admin. Code. 1-14-5.35 - Rule 5.35 - Registration Exemption for Merger and Acquisition Brokers
- 20 Va. Admin. Code § 5-300-40 - 20VAC5-300-40 - Regulations to govern the preservation of records of electric, gas and water utilities.
- 21 Va. Admin. Code § 5-45-20 - 21VAC5-45-20 - Offerings conducted pursuant to Rule 506 of federal regulation D (17 CFR 230.506): filing requirements and issuer-agent exemption.