Code of Federal Regulations (Last Updated: November 8, 2024) |
Title 17 - Commodity and Securities Exchanges |
Chapter II - Securities and Exchange Commission |
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 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. |
§ 230.135 - Notice of proposed registered offerings. |
§ 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. |
§ 230.140 - 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. |
§ 230.145 - Reclassification of securities, mergers, consolidations and acquisitions of assets. |
§ 230.146 - Rules under section 18 of the Act. |
§ 230.147 - Intrastate offers and sales. |
§ 230.148 - 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. |
§ 230.153 - Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions. |
§ 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. |
§ 230.160 - 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. |
§ 230.164 - 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. |
§ 230.400 - Application of §§ 230.400 to 230.494, inclusive. |
§ 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. |
§ 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. |
§ 230.701 - Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation. |
§ 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. |
§ 230.904 - Offshore resales. |
§ 230.905 - Resale limitations. |
§ 230.610a - Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies. |
§§ 230.702(T)--230.703(T) - [Reserved] |
Regulation A—Conditional Small Issues Exemption |
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. |
Written Consents |
§ 230.436 - Consents required in special cases. |
§ 230.437 - Application to dispense with consent. |
§ 230.438 - Consents of persons about to become directors. |
§ 230.439 - Consent to use of material incorporated by reference. |
§§ 230.445--230.447 - [Reserved] |
§ 230.437a - Written consents. |
Regulation CE—Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law |
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] |
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. |
General Requirements |
§ 230.405 - Definitions of terms. |
§ 230.406 - Confidential treatment of information filed with the Commission. |
§ 230.415 - Delayed or continuous offering and sale of securities. |
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. |
§ 230.476 - 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. |
§ 230.475a - Certain pre-effective amendments deemed filed with the consent of the Commission. |
Regulation A-R—Special Exemptions |
Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933 |
Regulation C - Registration |
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. |
§ 230.431 - 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. |
§ 230.434 - Prospectus delivery requirements in firm commitment underwritten offerings of securities for cash. |
§ 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. |
§ 230.427T - Information in prospectuses more than nine months after the effective date of the related registration statement. |
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 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 D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933 |
Investment Companies; Business Development Companies |
Regulation E - Exemption for Securities of Small Business Investment Companies |
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. |
Exemptions for Cross-Border Rights Offerings, Exchange Offers and Business Combinations |
eneral requirements |
§ 230.401 - 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. |
§ 230.408 - 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. |
§ 230.416 - 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. |
§ 230.401a - Requirements as to proper form. |
General |
Regulation D - Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933 |
§§ 230.651--230.656 - [Reserved] |
§ 230.151A - Certain contracts not “annuity contracts” or “optional annuity contracts” under section 3(a)(8). |
§ 230.152a - Offer or sale of certain fractional interests. |
§ 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. |
§ 230.163A - 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. |
§ 230.153b - Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options. |
§ 230.163B - xxx |
§ 230.503T - Filing of notice of sales. |
§ 230.134a - Options material not deemed a prospectus. |
§ 230.144A - Private resales of securities to institutions. |
§ 230.134b - Statements of additional information. |
§ 230.135a - Generic advertising. |
§ 230.145a - Business combinations with reporting shell companies. |
§ 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. |
§ 230.147A - xxx |
§ 230.139a - Publications by brokers or dealers distributing asset-backed securities. |
§ 230.159A - Certain definitions for purposes of section 12(a)(2) of the Act. |
§ 230.139b - xxx |
§ 230.239T - Temporary exemption for eligible credit default swaps. |