---
kind: "section"
citation: "15 U.S.C. § 3904"
title: "15"
title_heading: "Commerce and Trade"
number: "3904"
heading: "Securities laws"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/3904"
units:
  - "Chapter 65 — Liability Risk Retention"
---

# §3904. Securities laws

- (a) **Ownership interest of members in risk retention groups—** The ownership interests of members in a [risk retention group](/usc/15/3901.md?p=a-4) shall be—
  - (1) considered to be exempted securities for purposes of section 5 of the Securities Act of 1933 [[15 U.S.C. 77e](/usc/15/77e.md)] and for purposes of section 12 of the Securities Exchange Act of 1934 [[15 U.S.C. 78l](/usc/15/78l.md)]; and
  - (2) considered to be securities for purposes of the provisions of section 17 of the Securities Act of 1933 [[15 U.S.C. 77q](/usc/15/77q.md)] and the provisions of section 10 of the Securities Exchange Act of 1934 [[15 U.S.C. 78j](/usc/15/78j.md)].
- (b) **Investment companies—** A [risk retention group](/usc/15/3901.md?p=a-4) shall not be considered to be an investment company for purposes of the Investment Company Act of 1940 ([15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.).
- (c) **State blue sky laws—** The ownership interests of members in a [risk retention group](/usc/15/3901.md?p=a-4) shall not be considered securities for purposes of any [State](/usc/15/3901.md?p=a-6) blue sky law.

## Source credit

(Pub. L. 97–45, § 5, Sept. 25, 1981, 95 Stat. 952.)

## Notes

### Editorial Notes

### References in Text

The Investment Company Act of 1940, referred to in subsec. (b), 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.