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

Secs. 230.251 to 230.263 issued under 15 U.S.C. 77c, 77s.

57 FR 36468, Aug. 13, 1992, unless otherwise noted.

1. § 230.401 Requirements as to proper form.
2. § 230.401a Requirements as to proper form.
3. § 230.402 Number of copies; binding; signatures.
4. § 230.403 Requirements as to paper, printing, language and pagination.
5. § 230.404 Preparation of registration statement.
6. § 230.405 Definitions of terms.
7. § 230.406 Confidential treatment of information filed with the Commission.
8. § 230.408 Additional information.
9. § 230.409 Information unknown or not reasonably available.
10. § 230.410 Disclaimer of control.
11. § 230.411 Incorporation by reference.
12. § 230.412 Modified or superseded documents.
13. § 230.413 Registration of additional securities and additional classes of securities.
14. § 230.414 Registration by certain successor issuers.
15. § 230.415 Delayed or continuous offering and sale of securities.
16. § 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.
17. § 230.417 Date of financial statements.
18. § 230.418 Supplemental information.
19. § 230.419 Offerings by blank check companies.

1. § 230.420 Legibility of prospectus.
2. § 230.421 Presentation of information in prospectuses.
3. § 230.423 Date of prospectuses.
4. § 230.424 Filing of prospectuses, number of copies.
5. § 230.425 Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.
6. § 230.426 Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.
7. § 230.427 Contents of prospectus used after nine months.
8. § 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.
9. § 230.429 Prospectus relating to several registration statements.
10. § 230.430 Prospectus for use prior to effective date.
11. § 230.430A Prospectus in a registration statement at the time of effectiveness.
12. § 230.430B Prospectus in a registration statement after effective date.
13. § 230.430C Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.
14. § 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.
15. § 230.431 Summary prospectuses.
16. § 230.432 Additional information required to be included in prospectuses relating to tender offers.
17. § 230.433 Conditions to permissible post-filing free writing prospectuses.

1. § 230.436 Consents required in special cases.
2. § 230.437 Application to dispense with consent.
3. § 230.437a Written consents.
4. § 230.438 Consents of persons about to become directors.
5. § 230.439 Consent to use of material incorporated by reference.
6. §§ 230.445-230.447 [Reserved]

1. § 230.455 Place of filing.
2. § 230.456 Date of filing; timing of fee payment.
3. § 230.457 Computation of fee.
4. § 230.459 Calculation of effective date.
5. § 230.460 Distribution of preliminary prospectus.
6. § 230.461 Acceleration of effective date.
7. § 230.462 Immediate effectiveness of certain registration statements and post-effective amendments.
8. § 230.463 Report of offering of securities and use of proceeds therefrom.
9. § 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.
10. § 230.466 Effective date of certain registration statements on Form F-6.
11. § 230.467 Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-10 and F-80.

1. § 230.470 Formal requirements for amendments.
2. § 230.471 Signatures to amendments.
3. § 230.472 Filing of amendments; number of copies.
4. § 230.473 Delaying amendments.
5. § 230.474 Date of filing of amendments.
6. § 230.475 Amendment filed with consent of Commission.
7. § 230.475a Certain pre-effective amendments deemed filed with the consent of the Commission.
8. § 230.476 Amendment filed pursuant to order of Commission.
9. § 230.477 Withdrawal of registration statement or amendment.
10. § 230.478 Powers to amend or withdraw registration statement.
11. § 230.479 Procedure with respect to abandoned registration statements and post-effective amendments.

Source: Sections 230.480 through 230.485 appear at 47 FR 11446, Mar. 16, 1982, unless otherwise noted.

1. § 230.490 Information to be furnished under paragraph (3) of Schedule B.
2. § 230.491 Information to be furnished under paragraph (6) of Schedule B.
3. § 230.492 Omissions from prospectuses.
4. § 230.493 Additional Schedule B disclosure and filing requirements.
5. § 230.494 Newspaper prospectuses.
6. § 230.495 Preparation of registration statement.
7. § 230.496 Contents of prospectus and statement of additional information used after nine months.
8. § 230.497 Filing of investment company prospectuses—number of copies.
9. § 230.498 Summary Prospectuses for open-end management investment companies.
10. § 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.

Sections 230.490 through 230.494 appear at 12 FR 4076, June 24, 1947, unless otherwise noted.

Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933 (§§ 230.500 - 230.508)

1. § 230.500 Use of Regulation D.
2. § 230.501 Definitions and terms used in Regulation D.
3. § 230.502 General conditions to be met.
4. § 230.503 Filing of notice of sales.
5. § 230.504 Exemption for limited offerings and sales of securities not exceeding $10,000,000.
6. § 230.505 [Reserved]
7. § 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.
8. § 230.507 Disqualifying provision relating to exemptions under §§ 230.504 and 230.506.
9. § 230.508 Insignificant deviations from a term, condition or requirement of Regulation D.

Sections 230.501 through 230.506 appear at 47 FR 11262, Mar. 16, 1982, unless otherwise noted.

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.

Source: Sections 230.800 through 230.802 appear at 64 FR 61400, Nov. 10, 1999, unless otherwise noted.

Regulation S—Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933 (§ - )

Regulation CE—Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law (§ 230.1001)

15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78 ll (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 230.160 is also issued under Section 104(d) of the Electronic Signatures Act.

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.

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

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.

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.

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. 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.

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 ).