17 CFR Part 230
PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
- PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
- Chapter II—Securities and Exchange Commission
- § 230.100 Definitions of terms used in the rules and regulations.
- § 230.110 Business hours of the Commission.
- § 230.111 Payment of filing 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 Communications involving security-based swaps.
- § 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.
- § 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing 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.
- § 230.145a Business combinations with reporting shell companies.
- § 230.146 Rules under section 18 of the Act.
- § 230.147 Intrastate offers and sales.
- § 230.147A Intrastate sales exemption.
- § 230.148 Exemption from general solicitation or general advertising.
- § 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 Integration.
- § 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 [Reserved]
- § 230.156 Investment company and registered non-variable annuity 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.
- § 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.
- § 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.
- § 230.192 Conflicts of interest relating to certain securitizations.
- § 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.
- Regulation A-R—Special Exemptions
- § 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.
- § 230.241 Solicitations of interest.
- Regulation A—Conditional Small Issues Exemption
- § 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]
- § 230.400 Application of §§ 230.400 to 230.494, inclusive.
- 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.
- 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.
- § 230.430D 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.
- written consents
- § 230.436 Consents required in special cases.
- § 230.437 Application to dispense with consent.
- § 230.437a Written consents.
- § 230.438 Consents of persons about to become directors.
- § 230.439 Consent to use of material incorporated by reference.
- §§ 230.445-230.447 [Reserved]
- 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-10 and F-80.
- 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.
- 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 or issuers offering registered non-variable annuities.
- § 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.
- registration by foreign governments or political subdivisions thereof
- § 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 or registered non-variable annuity prospectuses—number of copies.
- § 230.498 Summary Prospectuses for open-end management investment companies.
- § 230.498A Summary prospectuses for separate accounts offering variable annuity and variable life insurance contracts and for offering registered non-variable annuity contracts.
- Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933
- § 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 $10,000,000.
- § 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.
- Regulation CE—Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law
- § 230.1001 Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.
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