---
kind: "section"
citation: "17 C.F.R. § 227.501"
title: "17"
number: "227.501"
heading: "Restrictions on resales."
url: "https://uscodex.org/cfr/17/227.501"
---

# §227.501. Restrictions on resales.

- (a) Securities issued in a transaction exempt from registration pursuant to section 4(a)(6) of the Securities Act ([15 U.S.C. 77d(a)(6)](/usc/15/77d.md?p=a-6)) and in accordance with section 4A of the Securities Act ([15 U.S.C. 77d-1](/usc/15/77d-1.md)) and this part may not be transferred by any purchaser of such securities during the one-year period beginning when the securities were issued in a transaction exempt from registration pursuant to section 4(a)(6) of the Securities Act ([15 U.S.C. 77d(a)(6)](/usc/15/77d.md?p=a-6)), unless such securities are transferred:
  - (1) To the issuer of the securities;
  - (2) To an accredited investor;
  - (3) As part of an offering registered with the Commission; or
  - (4) To a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
- (b) For purposes of this § 227.501, the term accredited investor shall mean any person who comes within any of the categories set forth in [§ 230.501(a)](/cfr/17/230.501.md?p=a) of this chapter, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.
- (c) For purposes of this section, the term member of the family of the purchaser or the equivalent includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and shall include adoptive relationships. For purposes of this [paragraph (c)](#c), the term spousal equivalent means a cohabitant occupying a relationship generally equivalent to that of a spouse.

## Notes

### Authority

Authority: 15 U.S.C. 77d, 77d-1, 77s, 77z-3, 78c, 78o, 78q, 78w, 78mm, and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).

### Source

Source: 80 FR 71537, Nov. 16, 2015, unless otherwise noted.