15 U.S. Code § 77r - Exemption from State regulation of securities offerings

any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be and is filed with the section 78o–3 of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the issuer; or

shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1).

(1) Exclusive Federal registration of nationally traded securities A security is a covered security if such security is—

a security designated as qualified for trading in the national market system pursuant to section 78k–1(a)(2) of this title that is listed, or authorized for listing, on a national securities exchange (or tier or segment thereof); or

A security is a covered security if such security is a security issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.].

A security is a covered security with respect to the offer or sale of the security to qualified purchasers, as defined by the (4) Exemption in connection with certain exempt offerings A security is a covered security with respect to a transaction that is exempt from registration under this subchapter pursuant to—

paragraph (1) or (3) of section 77d [1] of this title, and the issuer of such78m or 78o(d) of this title;

section 77d(2) 1 of this title, except that this subparagraph does not prohibit asection 77d(2) 1 of this title that are in effect on September 1, 1996 ; or

(1) Fraud authority Consistent with this section, the securities commission (or any agency or office performing like functions) of any [2]

(B) in connection to [3] a transaction described under section 77d(6) 1 of this title, with respect to—

Nothing in this section prohibits the securities commission (or any agency or office performing like functions) of any Commission), solely for notice purposes and the assessment of any fee, together with a consent to service of process and any required fee.

The fees required by this subparagraph shall be paid, and all necessary supporting data on sales or offers for sales required under subparagraph (A), shall be reported on the same schedule as would have been applicable had the issuer not relied on the exemption provided in subsection (a).

During the period beginning on October 11, 1996 , and ending 3 years after October 11, 1996 , the securities issuer who refuses to pay the fees required by subparagraph (B).

For purposes of this subparagraph, delays in payment of fees or underpayments of fees that are promptly remedied shall not constitute a refusal to pay fees.

Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(1), or will be such a covered security upon completion of the transaction, or is a security of the same issuer that is equal in seniority or that is a senior security to a (F) [4] Fees not permitted on crowdfunded securities

Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(4)(B), or will be such a covered security upon completion of the transaction, except for the securities commission (or any agency or office performing like functions) of the (3) Enforcement of requirements

Nothing in this section shall prohibit the securities commission (or any agency or office performing like functions) of any (d) Definitions For purposes of this section, the following definitions shall apply:

has the meaning given the term “prospectus” in section 77b(a)(10) of this title, but without regard to the provisions of subparagraphs (a) and (b) of that section; and

includes a communication that is not deemed to offer a security pursuant to a rule of the (2) Prepared by or on behalf of the issuer

Not later than 6 months after October 11, 1996 , the issuer” for purposes of this section.

[1] See References in Text note below.

[2] So in original. The comma after “enforcement actions” probably should be a hyphen and the words “in connection with securities or securities transactions” probably should be part of subpar. (A).

[3] So in original. Probably should be “with”.

[4] So in original. No subpar. (E) has been enacted.

The Investment Company Act of 1940, referred to in subsec. (b)(2), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.

Section 77d(1), (2), (3), (4), and (6) of this title, referred to in subsecs. (b)(4)(A) to (C), (E) and (c)(1)(B), were redesignated section 77d(a)(1), (2), (3), (4), and (6), respectively, of this title by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012 , 126 Stat. 314.

2018—Subsec. (b)(1)(A). Pub. L. 115–174, § 501(1), (4), redesignated subpar. (B) as (A) and struck out former subpar. (A) which read as follows: “listed, or authorized for listing, on the New York Stock Exchange or the American Stock Exchange, or listed, or authorized for listing, on the National Market System of the Nasdaq Stock Market (or any successor to such entities);”.

Subsec. (b)(1)(B). Pub. L. 115–174, § 501(4), redesignated subpar. (C) as (B). Former subpar. (B) redesignated (A).

Pub. L. 115–174, § 501(2), inserted “asection 78k–1(a)(2) of this title that is” before “listed” and struck out “that has listing standards that thePub. L. 115–174, § 501(4), redesignated subpar. (C) as (B).

Pub. L. 115–174, § 501(3), struck out “or (B)” after “described in subparagraph (A)”.

2015—Subsec. (b)(4)(E). Pub. L. 114–94, § 76001(b)(1), which directed amendment of subsec. (b)(4) by redesignating “the second subparagraph (D)” as (E), was executed by making the redesignation for the subpar. (D) relating to section 77c(a) of this title to reflect the probable intent of Congress . Former subpar. (E) redesignated (F).

2012—Subsec. (b)(4)(C). Pub. L. 112–106, § 305(a)(2), added subpar. (C). Former subpar. (C) redesignated (D).

Pub. L. 112–106, § 305(a)(1), redesignated subpar. (C), relating to section 77c(a) of this title, as (D). Former subpar (D) redesignated (E).

Subsec. (c)(1). Pub. L. 112–106, § 305(b)(2), substituted “, in connection with securities or securities transactions” for “with respect to fraud or deceit, or unlawful conduct by a broker orPub. L. 112–106, § 305(d)(2), which directed amendment of subsec. (c)(1) by substituting “,Pub. L. 112–106, § 305(b)(2).

2010—Subsec. (b)(1)(C). Pub. L. 111–203, § 985(a)(2)(A), substituted “(C) aPub. L. 111–203, § 985(a)(2)(B), substituted Pub. L. 105–353, § 301(a)(4)(A), inserted “, or authorized for listing,” after “Exchange, or listed”.

Subsec. (b)(4)(C). Pub. L. 105–353, § 302, substituted “paragraph (4), (10), or (11)” for “paragraph (4) or (11)”.

Subsec. (c)(2)(B)(i), (C)(i). Pub. L. 105–353, § 301(a)(4)(B), (C), made technical amendments to references in original act which appear in text as references to October 11, 1996 .

Subsec. (d)(1)(A). Pub. L. 105–353, § 301(a)(4)(D), substituted “section 77b(a)(10)” for “section 77b(10)” and “subparagraphs (a) and (b)” for “subparagraphs (A) and (B)”.

Subsec. (d)(2). Pub. L. 105–353, § 301(a)(4)(E), made technical amendment to reference in original act which appears in text as reference to October 11, 1996 .

Subsec. (d)(4). Pub. L. 105–353, § 301(a)(4)(F), substituted “The term” for “For purposes of this paragraph, the term”.

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.

Pub. L. 112–106, title III, § 305(b)(1), Apr. 5, 2012 , 126 Stat. 322, provided that: The amendments made by subsection (a) [amending this section] relate solely toSecurities Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on other15 U.S.C. 77d(a)(6)].”

“The Securities Act of 1933 [15 U.S.C. 77r], as amended by paragraph (1) of this subsection). Not later than 1 year after the date of enactment of this Act [ Oct. 11, 1996 ], theCongress on the results of such study.”

For transfer of functions of Securities and Exchange Commission , with certain exceptions, to Chairman of suchMay 24, 1950 , 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.