--- kind: "section" citation: "15 U.S.C. § 77h" title: "15" title_heading: "Commerce and Trade" number: "77h" heading: "Taking effect of registration statements and amendments thereto" release: "119-102" date: "2026-07-12" url: "https://uscodex.org/usc/15/77h" units: - "Chapter 2A — Securities and Trust Indentures" - "Subchapter I — Domestic Securities" --- # §77h. Taking effect of registration statements and amendments thereto - (a) **Effective date of registration statement—** Except as hereinafter provided, the effective date of a [registration statement](/usc/15/77b.md?p=a-8) shall be the twentieth day after the filing thereof or such earlier date as the [Commission](/usc/15/77b.md?p=a-5) may determine, having due regard to the adequacy of the information respecting the [issuer](/usc/15/77b.md?p=a-4) theretofore available to the public, to the facility with which the nature of the [securities](/usc/15/77b.md?p=a-1) to be registered, their relationship to the capital structure of the [issuer](/usc/15/77b.md?p=a-4) and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the [registration statement](/usc/15/77b.md?p=a-8) shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the [Commission](/usc/15/77b.md?p=a-5), prior to the effective date of the [registration statement](/usc/15/77b.md?p=a-8), or filed pursuant to an order of the [Commission](/usc/15/77b.md?p=a-5), shall be treated as a part of the [registration statement](/usc/15/77b.md?p=a-8). - (b) **Incomplete or inaccurate registration statement—** If it appears to the [Commission](/usc/15/77b.md?p=a-5) that a [registration statement](/usc/15/77b.md?p=a-8) is on its face incomplete or inaccurate in any material respect, the [Commission](/usc/15/77b.md?p=a-5) may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the [registration statement](/usc/15/77b.md?p=a-8), and opportunity for hearing (at a time fixed by the [Commission](/usc/15/77b.md?p=a-5)) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the [Commission](/usc/15/77b.md?p=a-5) shall so declare and the registration shall become effective at the time provided in [subsection (a)](#a) or upon the date of such declaration, whichever date is the later. - (c) **Effective date of amendment to registration statement—** An amendment filed after the effective date of the [registration statement](/usc/15/77b.md?p=a-8), if such amendment, upon its face, appears to the [Commission](/usc/15/77b.md?p=a-5) not to be incomplete or inaccurate in any material respect, shall become effective on such date as the [Commission](/usc/15/77b.md?p=a-5) may determine, having due regard to the public interest and the protection of investors. - (d) **Untrue statements or omissions in registration statement—** If it appears to the [Commission](/usc/15/77b.md?p=a-5) at any time that the [registration statement](/usc/15/77b.md?p=a-8) includes any untrue statement of a material fact or omits to [state](/usc/15/15g.md?p=2) any material fact required to be stated therein or necessary to make the statements therein not misleading, the [Commission](/usc/15/77b.md?p=a-5) may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the [Commission](/usc/15/77b.md?p=a-5)) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the [registration statement](/usc/15/77b.md?p=a-8). When such statement has been amended in accordance with such stop order, the [Commission](/usc/15/77b.md?p=a-5) shall so declare and thereupon the stop order shall cease to be effective. - (e) **Examination for issuance of stop order—** The [Commission](/usc/15/77b.md?p=a-5) is empowered to make an examination in any case in order to determine whether a stop order should issue under [subsection (d)](#d). In making such examination the [Commission](/usc/15/77b.md?p=a-5) or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the [issuer](/usc/15/77b.md?p=a-4), [underwriter](/usc/15/77b.md?p=a-11), or any other [person](/usc/15/77b.md?p=a-2), in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the [issuer](/usc/15/77b.md?p=a-4), or its income statement, or both, to be certified to by a public or certified accountant approved by the [Commission](/usc/15/77b.md?p=a-5). If the [issuer](/usc/15/77b.md?p=a-4) or [underwriter](/usc/15/77b.md?p=a-11) shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order. - (f) **Notice requirements—** Any notice required under this section shall be sent to or served on the [issuer](/usc/15/77b.md?p=a-4), or, in case of a foreign government or political subdivision thereof, to or on the [underwriter](/usc/15/77b.md?p=a-11), or, in the case of a foreign or Territorial [person](/usc/15/77b.md?p=a-2), to or on its duly authorized representative in the United States named in the [registration statement](/usc/15/77b.md?p=a-8), properly directed in each case of telegraphic notice to the address given in such statement. ## Source credit (May 27, 1933, ch. 38, title I, § 8, 48 Stat. 79; Aug. 22, 1940, ch. 686, title III, § 301, 54 Stat. 857.) ## Notes ### Editorial Notes ### Amendments 1940—Subsec. (a). Act Aug. 22, 1940, amended subsec. (a) generally. ### 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.