---
kind: "section"
citation: "15 U.S.C. § 77aa"
title: "15"
title_heading: "Commerce and Trade"
number: "77aa"
heading: "Schedule of information required in registration statement"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77aa"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter I — Domestic Securities"
---

# §77aa. Schedule of information required in registration statement


schedule a

- (1) The name under which the [issuer](/usc/15/77b.md?p=a-4) is doing or intends to do business;
- (2) the name of the [State](/usc/15/15g.md?p=2) or other sovereign power under which the [issuer](/usc/15/77b.md?p=a-4) is organized;
- (3) the location of the [issuer](/usc/15/77b.md?p=a-4)’s principal business office, and if the [issuer](/usc/15/77b.md?p=a-4) is a foreign or territorial [person](/usc/15/77b.md?p=a-2), the name and address of its agent in the United States authorized to receive notice;
- (4) the names and addresses of the directors or [persons](/usc/15/77b.md?p=a-2) performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the [issuer](/usc/15/77b.md?p=a-4) be a corporation, association, [trust](/usc/15/77b.md?p=a-2), or other entity; of all partners, if the [issuer](/usc/15/77b.md?p=a-4) be a partnership; and of the [issuer](/usc/15/77b.md?p=a-4), if the [issuer](/usc/15/77b.md?p=a-4) be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8);
- (5) the names and addresses of the [underwriters](/usc/15/77b.md?p=a-11);
- (6) the names and addresses of all [persons](/usc/15/77b.md?p=a-2), if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the [issuer](/usc/15/77b.md?p=a-4), or more than 10 per centum in the aggregate of the outstanding stock of the [issuer](/usc/15/77b.md?p=a-4) as of a date within twenty days prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8);
- (7) the amount of [securities](/usc/15/77b.md?p=a-1) of the [issuer](/usc/15/77b.md?p=a-4) held by any [person](/usc/15/77b.md?p=a-2) specified in paragraphs [(4)](#4), [(5)](#5), and [(6)](#6) of this schedule, as of a date within twenty days prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8), and, if possible, as of one year prior thereto, and the amount of the [securities](/usc/15/77b.md?p=a-1), for which the [registration statement](/usc/15/77b.md?p=a-8) is filed, to which such [persons](/usc/15/77b.md?p=a-2) have indicated their intention to subscribe;
- (8) the general character of the business actually transacted or to be transacted by the [issuer](/usc/15/77b.md?p=a-4);
- (9) a statement of the capitalization of the [issuer](/usc/15/77b.md?p=a-4), including the authorized and outstanding amounts of its capital stock and the proportion thereof paid up, the number and classes of shares in which such capital stock is divided, par value thereof, or if it has no par value, the stated or assigned value thereof, a description of the respective voting rights, preferences, conversion and exchange rights, rights to dividends, profits, or capital of each class, with respect to each other class, including the retirement and liquidation rights or values thereof;
- (10) a statement of the [securities](/usc/15/77b.md?p=a-1), if any, covered by options outstanding or to be created in connection with the [security](/usc/15/77b.md?p=a-1) to be offered, together with the names and addresses of all [persons](/usc/15/77b.md?p=a-2), if any, to be allotted more than 10 per centum in the aggregate of such options;
- (11) the amount of capital stock of each class issued or included in the shares of stock to be offered;
- (12) the amount of the funded debt outstanding and to be created by the [security](/usc/15/77b.md?p=a-1) to be offered, with a brief description of the date, maturity, and character of such debt, rate of interest, character of amortization provisions, and the [security](/usc/15/77b.md?p=a-1), if any, therefor. If substitution of any [security](/usc/15/77b.md?p=a-1) is permissible, a summarized statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect;
- (13) the specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the [security](/usc/15/77b.md?p=a-1) to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;
- (14) the remuneration, paid or estimated to be paid, by the [issuer](/usc/15/77b.md?p=a-4) or its predecessor, directly or indirectly, during the past year and ensuing year to (a) the directors or [persons](/usc/15/77b.md?p=a-2) performing similar functions, and (b) its officers and other [persons](/usc/15/77b.md?p=a-2), naming them wherever such remuneration exceeded $25,000 during any such year;
- (15) the estimated net proceeds to be derived from the [security](/usc/15/77b.md?p=a-1) to be offered;
- (16) the price at which it is proposed that the [security](/usc/15/77b.md?p=a-1) shall be offered to the public or the method by which such price is computed and any variation therefrom at which any portion of such [security](/usc/15/77b.md?p=a-1) is proposed to be offered to any [persons](/usc/15/77b.md?p=a-2) or classes of [persons](/usc/15/77b.md?p=a-2), other than the [underwriters](/usc/15/77b.md?p=a-11), naming them or specifying the class. A variation in price may be proposed prior to the date of the public offering of the [security](/usc/15/77b.md?p=a-1), but the [Commission](/usc/15/77b.md?p=a-5) shall immediately be notified of such variation;
- (17) all [commissions](/usc/15/77b.md?p=a-5) or discounts paid or to be paid, directly or indirectly, by the [issuer](/usc/15/77b.md?p=a-4) to the [underwriters](/usc/15/77b.md?p=a-11) in respect of the sale of the [security](/usc/15/77b.md?p=a-1) to be offered. [Commissions](/usc/15/77b.md?p=a-5) shall include all cash, [securities](/usc/15/77b.md?p=a-1), contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other [persons](/usc/15/77b.md?p=a-2) in which any [underwriter](/usc/15/77b.md?p=a-11) is interested, made, in connection with the sale of such [security](/usc/15/77b.md?p=a-1). A [commission](/usc/15/77b.md?p=a-5) paid or to be paid in connection with the sale of such [security](/usc/15/77b.md?p=a-1) by a [person](/usc/15/77b.md?p=a-2) in which the [issuer](/usc/15/77b.md?p=a-4) has an interest or which is controlled or directed by, or under common control with, the [issuer](/usc/15/77b.md?p=a-4) shall be deemed to have been paid by the [issuer](/usc/15/77b.md?p=a-4). Where any such [commission](/usc/15/77b.md?p=a-5) is paid the amount of such [commission](/usc/15/77b.md?p=a-5) paid to each [underwriter](/usc/15/77b.md?p=a-11) shall be stated;
- (18) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than [commissions](/usc/15/77b.md?p=a-5) specified in [paragraph (17)](#17) of this schedule, incurred or borne by or for the account of the [issuer](/usc/15/77b.md?p=a-4) in connection with the sale of the [security](/usc/15/77b.md?p=a-1) to be offered or properly chargeable thereto, including legal, engineering, certification, authentication, and other charges;
- (19) the net proceeds derived from any [security](/usc/15/77b.md?p=a-1) sold by the [issuer](/usc/15/77b.md?p=a-4) during the two years preceding the filing of the [registration statement](/usc/15/77b.md?p=a-8), the price at which such [security](/usc/15/77b.md?p=a-1) was offered to the public, and the names of the principal [underwriters](/usc/15/77b.md?p=a-11) of such [security](/usc/15/77b.md?p=a-1);
- (20) any amount paid within two years preceding the filing of the [registration statement](/usc/15/77b.md?p=a-8) or intended to be paid to any promoter and the consideration for any such payment;
- (21) the names and addresses of the vendors and the [purchase](/usc/15/77b.md?p=a-18) price of any property, or good will, acquired or to be acquired, not in the ordinary course of business, which is to be defrayed in whole or in part from the proceeds of the [security](/usc/15/77b.md?p=a-1) to be offered, the amount of any [commission](/usc/15/77b.md?p=a-5) payable to any [person](/usc/15/77b.md?p=a-2) in connection with such acquisition, and the name or names of such [person](/usc/15/77b.md?p=a-2) or [persons](/usc/15/77b.md?p=a-2), together with any expense incurred or to be incurred in connection with such acquisition, including the cost of borrowing money to finance such acquisition;
- (22) full particulars of the nature and extent of the interest, if any, of every director, principal executive officer, and of every stockholder holding more than 10 per centum of any class of stock or more than 10 per centum in the aggregate of the stock of the [issuer](/usc/15/77b.md?p=a-4), in any property acquired, not in the ordinary course of business of the [issuer](/usc/15/77b.md?p=a-4), within two years preceding the filing of the [registration statement](/usc/15/77b.md?p=a-8) or proposed to be acquired at such date;
- (23) the names and addresses of counsel who have passed on the legality of the issue;
- (24) dates of and parties to, and the general effect concisely stated of every material contract made, not in the ordinary course of business, which contract is to be executed in whole or in part at or after the filing of the [registration statement](/usc/15/77b.md?p=a-8) or which contract has been made not more than two years before such filing. Any management contract or contract providing for special bonuses or profit-sharing arrangements, and every material patent or contract for a material patent right, and every contract by or with a public utility company or an affiliate thereof, providing for the giving or receiving of technical or financial advice or service (if such contract may involve a charge to any party thereto at a rate in excess of $2,500 per year in cash or [securities](/usc/15/77b.md?p=a-1) or anything else of value), shall be deemed a material contract;
- (25) a balance sheet as of a date not more than ninety days prior to the date of the filing of the [registration statement](/usc/15/77b.md?p=a-8) showing all of the assets of the [issuer](/usc/15/77b.md?p=a-4), the nature and cost thereof, whenever determinable, in such detail and in such form as the [Commission](/usc/15/77b.md?p=a-5) shall prescribe (with intangible items segregated), including any loan in excess of $20,000 to any officer, director, stockholder or [person](/usc/15/77b.md?p=a-2) directly or indirectly controlling or controlled by the [issuer](/usc/15/77b.md?p=a-4), or [person](/usc/15/77b.md?p=a-2) under direct or indirect common control with the [issuer](/usc/15/77b.md?p=a-4). All the liabilities of the [issuer](/usc/15/77b.md?p=a-4) in such detail and such form as the [Commission](/usc/15/77b.md?p=a-5) shall prescribe, including surplus of the [issuer](/usc/15/77b.md?p=a-4) showing how and from what sources such surplus was created, all as of a date not more than ninety days prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8). If such statement be not certified by an independent public or certified accountant, in addition to the balance sheet required to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the [issuer](/usc/15/77b.md?p=a-4), certified by an independent public or certified accountant, of a date not more than one year prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8), shall be submitted;
- (26) a profit and loss statement of the [issuer](/usc/15/77b.md?p=a-4) showing earnings and income, the nature and source thereof, and the expenses and fixed charges in such detail and such form as the [Commission](/usc/15/77b.md?p=a-5) shall prescribe for the latest fiscal year for which such statement is available and for the two preceding fiscal years, year by year, or, if such [issuer](/usc/15/77b.md?p=a-4) has been in actual business for less than three years, then for such time as the [issuer](/usc/15/77b.md?p=a-4) has been in actual business, year by year. If the date of the filing of the [registration statement](/usc/15/77b.md?p=a-8) is more than six months after the close of the last fiscal year, a statement from such closing date to the latest practicable date. Such statement shall show what the practice of the [issuer](/usc/15/77b.md?p=a-4) has been during the three years or lesser period as to the character of the charges, dividends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, in such detail and form as the [Commission](/usc/15/77b.md?p=a-5) shall prescribe, and if stock dividends or avails from the sale of rights have been credited to income, they shall be shown separately with a statement of the basis upon which the credit is computed. Such statement shall also differentiate between any recurring and nonrecurring income and between any investment and operating income. Such statement shall be certified by an independent public or certified accountant;
- (27) if the proceeds, or any part of the proceeds, of the [security](/usc/15/77b.md?p=a-1) to be issued is to be applied directly or indirectly to the [purchase](/usc/15/77b.md?p=a-18) of any business, a profit and loss statement of such business certified by an independent public or certified accountant, meeting the requirements of [paragraph (26)](#26) of this schedule, for the three preceding fiscal years, together with a balance sheet, similarly certified, of such business, meeting the requirements of [paragraph (25)](#25) of this schedule of a date not more than ninety days prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8) or at the date such business was acquired by the [issuer](/usc/15/77b.md?p=a-4) if the business was acquired by the [issuer](/usc/15/77b.md?p=a-4) more than ninety days prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8);
- (28) a copy of any [agreement](/usc/15/7a.md?p=2) or [agreements](/usc/15/7a.md?p=2) (or, if identical [agreements](/usc/15/7a.md?p=2) are used, the forms thereof) made with any [underwriter](/usc/15/77b.md?p=a-11), including all contracts and [agreements](/usc/15/7a.md?p=2) referred to in [paragraph (17)](#17) of this schedule;
- (29) a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation of such opinion, when necessary, into the English language;
- (30) a copy of all material contracts referred to in [paragraph (24)](#24) of this schedule, but no disclosure shall be required of any portion of any such contract if the [Commission](/usc/15/77b.md?p=a-5) determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors;
- (31) unless previously filed and registered under the provisions of this subchapter, and brought up to date, (a) a copy of its articles of incorporation, with all amendments thereof and of its existing bylaws or instruments corresponding thereto, whatever the name, if the [issuer](/usc/15/77b.md?p=a-4) be a corporation; (b) copy of all instruments by which the [trust](/usc/15/77b.md?p=a-2) is created or declared, if the [issuer](/usc/15/77b.md?p=a-4) is a [trust](/usc/15/77b.md?p=a-2); (c) a copy of its articles of partnership or association and all other papers pertaining to its organization, if the [issuer](/usc/15/77b.md?p=a-4) is a partnership, unincorporated association, joint-stock company, or any other form of organization; and
- (32) a copy of the underlying [agreements](/usc/15/7a.md?p=2) or indentures affecting any stock, bonds, or debentures offered or to be offered.

  In case of certificates of deposit, voting [trust](/usc/15/77b.md?p=a-2) certificates, collateral [trust](/usc/15/77b.md?p=a-2) certificates, certificates of interest or shares in unincorporated investment [trusts](/usc/15/77b.md?p=a-2), equipment [trust](/usc/15/77b.md?p=a-2) certificates, interim or other receipts for certificates, and like [securities](/usc/15/77b.md?p=a-1), the [Commission](/usc/15/77b.md?p=a-5) shall establish rules and regulations requiring the submission of information of a like character applicable to such cases, together with such other information as it may deem appropriate and necessary regarding the character, financial or otherwise, of the actual [issuer](/usc/15/77b.md?p=a-4) of the [securities](/usc/15/77b.md?p=a-1) and/or the [person](/usc/15/77b.md?p=a-2) performing the acts and assuming the duties of depositor or manager.

schedule b

- (1) Name of borrowing government or subdivision thereof;
- (2) specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the [security](/usc/15/77b.md?p=a-1) to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;
- (3) the amount of the funded debt and the estimated amount of the floating debt outstanding and to be created by the [security](/usc/15/77b.md?p=a-1) to be offered, excluding intergovernmental debt, and a brief description of the date, maturity, character of such debt, rate of interest, character of amortization provisions, and the [security](/usc/15/77b.md?p=a-1), if any, therefor. If substitution of any [security](/usc/15/77b.md?p=a-1) is permissible, a statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect;
- (4) whether or not the [issuer](/usc/15/77b.md?p=a-4) or its predecessor has, within a period of twenty years prior to the filing of the [registration statement](/usc/15/77b.md?p=a-8), defaulted on the principal or interest of any external [security](/usc/15/77b.md?p=a-1), excluding intergovernmental debt, and, if so, the date, amount, and circumstances of such default, and the terms of the succeeding arrangement, if any;
- (5) the receipts, classified by source, and the expenditures, classified by purpose, in such detail and form as the [Commission](/usc/15/77b.md?p=a-5) shall prescribe for the latest fiscal year for which such information is available and the two preceding fiscal years, year by year;
- (6) the names and addresses of the [underwriters](/usc/15/77b.md?p=a-11);
- (7) the name and address of its authorized agent, if any, in the United States;
- (8) the estimated net proceeds to be derived from the sale in the United States of the [security](/usc/15/77b.md?p=a-1) to be offered;
- (9) the price at which it is proposed that the [security](/usc/15/77b.md?p=a-1) shall be offered in the United States to the public or the method by which such price is computed. A variation in price may be proposed prior to the date of the public offering of the [security](/usc/15/77b.md?p=a-1), but the [Commission](/usc/15/77b.md?p=a-5) shall immediately be notified of such variation;
- (10) all [commissions](/usc/15/77b.md?p=a-5) paid or to be paid, directly or indirectly, by the [issuer](/usc/15/77b.md?p=a-4) to the [underwriters](/usc/15/77b.md?p=a-11) in respect of the sale of the [security](/usc/15/77b.md?p=a-1) to be offered. [Commissions](/usc/15/77b.md?p=a-5) shall include all cash, [securities](/usc/15/77b.md?p=a-1), contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other [persons](/usc/15/77b.md?p=a-2) in which the [underwriter](/usc/15/77b.md?p=a-11) is interested, made, in connection with the sale of such [security](/usc/15/77b.md?p=a-1). Where any such [commission](/usc/15/77b.md?p=a-5) is paid, the amount of such [commission](/usc/15/77b.md?p=a-5) paid to each [underwriter](/usc/15/77b.md?p=a-11) shall be stated;
- (11) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than the [commissions](/usc/15/77b.md?p=a-5) specified in [paragraph (10)](#10) of this schedule, incurred or borne by or for the account of the [issuer](/usc/15/77b.md?p=a-4) in connection with the sale of the [security](/usc/15/77b.md?p=a-1) to be offered or properly chargeable thereto, including legal, engineering, certification, and other charges;
- (12) the names and addresses of counsel who have passed upon the legality of the issue;
- (13) a copy of any [agreement](/usc/15/7a.md?p=2) or [agreements](/usc/15/7a.md?p=2) made with any [underwriter](/usc/15/77b.md?p=a-11) governing the sale of the [security](/usc/15/77b.md?p=a-1) within the United States; and
- (14) an [agreement](/usc/15/7a.md?p=2) of the [issuer](/usc/15/77b.md?p=a-4) to furnish a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation, where necessary, into the English language. Such opinion shall set out in full all laws, decrees, ordinances, or other acts of Government under which the issue of such [security](/usc/15/77b.md?p=a-1) has been authorized.

## Source credit

(May 27, 1933, ch. 38, title I, schedules A, B, 48 Stat. 88, 91; Pub. L. 105–353, title III, § 301(a)(6), Nov. 3, 1998, 112 Stat. 3235.)

## Notes

### Editorial Notes

### Amendments

1998—Schedule A, par. (28). Pub. L. 105–353 substituted “identical” for “identic”.

### Executive Documents

### Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.