---
kind: "section"
citation: "15 U.S.C. § 77r"
title: "15"
title_heading: "Commerce and Trade"
number: "77r"
heading: "Exemption from State regulation of securities offerings"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77r"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter I — Domestic Securities"
---

# §77r. Exemption from State regulation of securities offerings

- (a) **Scope of exemption—** Except as otherwise provided in this section, no law, rule, regulation, or order, or other administrative action of any [State](/usc/15/15g.md?p=2) or any political subdivision thereof—
  - (1) requiring, or with respect to, registration or qualification of [securities](/usc/15/77b.md?p=a-1), or registration or qualification of [securities](/usc/15/77b.md?p=a-1) transactions, shall directly or indirectly apply to a [security](/usc/15/77b.md?p=a-1) that—
    - (A) is a covered [security](/usc/15/77b.md?p=a-1); or
    - (B) will be a covered [security](/usc/15/77b.md?p=a-1) upon completion of the transaction;
  - (2) shall directly or indirectly prohibit, limit, or impose any conditions upon the use of—
    - (A) with respect to a covered [security](/usc/15/77b.md?p=a-1) described in [subsection (b)](#b), any offering document that is prepared by or on behalf of the [issuer](/usc/15/77b.md?p=a-4); or
    - (B) any proxy statement, report to shareholders, or other disclosure document relating to a covered [security](/usc/15/77b.md?p=a-1) or the [issuer](/usc/15/77b.md?p=a-4) thereof that is required to be and is filed with the [Commission](/usc/15/77b.md?p=a-5) or any national [securities](/usc/15/77b.md?p=a-1) organization registered under [section 78o–3](/usc/15/78o–3.md) of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the [State](/usc/15/15g.md?p=2) of incorporation of the [issuer](/usc/15/77b.md?p=a-4); or
  - (3) shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or [issuer](/usc/15/77b.md?p=a-4), upon the [offer](/usc/15/77b.md?p=a-3) or sale of any [security](/usc/15/77b.md?p=a-1) described in [paragraph (1)](#a-1).
- (b) **Covered securities—** For purposes of this section, the following are covered [securities](/usc/15/77b.md?p=a-1):
  - (1) **Exclusive Federal registration of nationally traded securities—** A [security](/usc/15/77b.md?p=a-1) is a covered [security](/usc/15/77b.md?p=a-1) if such [security](/usc/15/77b.md?p=a-1) is—
    - (A) a [security](/usc/15/77b.md?p=a-1) designated as qualified for trading in the national market system pursuant to [section 78k–1(a)(2) of this title](/usc/15/78k–1.md?p=a-2) that is listed, or authorized for listing, on a national [securities](/usc/15/77b.md?p=a-1) exchange (or tier or segment thereof); or
    - (B) a [security](/usc/15/77b.md?p=a-1) of the same [issuer](/usc/15/77b.md?p=a-4) that is equal in seniority or that is a senior [security](/usc/15/77b.md?p=a-1) to a [security](/usc/15/77b.md?p=a-1) described in [subparagraph (A)](#b-1-A).
  - (2) **Exclusive Federal registration of investment companies—** A [security](/usc/15/77b.md?p=a-1) is a covered [security](/usc/15/77b.md?p=a-1) if such [security](/usc/15/77b.md?p=a-1) is a [security](/usc/15/77b.md?p=a-1) issued by an investment company that is registered, or that has filed a [registration statement](/usc/15/77b.md?p=a-8), under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.].
  - (3) **Sales to qualified purchasers—** A [security](/usc/15/77b.md?p=a-1) is a covered [security](/usc/15/77b.md?p=a-1) with respect to the [offer](/usc/15/77b.md?p=a-3) or sale of the [security](/usc/15/77b.md?p=a-1) to qualified purchasers, as defined by the [Commission](/usc/15/77b.md?p=a-5) by rule. In prescribing such rule, the [Commission](/usc/15/77b.md?p=a-5) may define the term “qualified purchaser” differently with respect to different categories of [securities](/usc/15/77b.md?p=a-1), consistent with the public interest and the protection of investors.
  - (4) **Exemption in connection with certain exempt offerings—** A [security](/usc/15/77b.md?p=a-1) is a covered [security](/usc/15/77b.md?p=a-1) with respect to a transaction that is exempt from registration under this subchapter pursuant to—
    - (A) paragraph [(1)](/usc/15/77d.md) or [(3)](/usc/15/77d.md) of section 77d[^1] of this title, and the [issuer](/usc/15/77b.md?p=a-4) of such [security](/usc/15/77b.md?p=a-1) files reports with the [Commission](/usc/15/77b.md?p=a-5) pursuant to section [78m](/usc/15/78m.md) or [78o(d)](/usc/15/78o.md?p=d) of this title;
    - (B) [section 77d(4)](/usc/15/77d.md)[^1] of this title;
    - (C) [section 77d(6)](/usc/15/77d.md)[^1] of this title;
    - (D) a rule or regulation adopted pursuant to [section 77c(b)(2) of this title](/usc/15/77c.md?p=b-2) and such [security](/usc/15/77b.md?p=a-1) is—
      - (i) offered or sold on a national [securities](/usc/15/77b.md?p=a-1) exchange; or
      - (ii) offered or sold to a qualified purchaser, as defined by the [Commission](/usc/15/77b.md?p=a-5) pursuant to [paragraph (3)](#b-3) with respect to that [purchase](/usc/15/77b.md?p=a-18) or sale;
    - (E) [section 77c(a) of this title](/usc/15/77c.md?p=a), other than the [offer](/usc/15/77b.md?p=a-3) or sale of a [security](/usc/15/77b.md?p=a-1) that is exempt from such registration pursuant to paragraph [(4)](/usc/15/77c.md?p=a-4), [(10)](/usc/15/77c.md?p=a-10), or [(11)](/usc/15/77c.md?p=a-11) of such section, except that a municipal [security](/usc/15/77b.md?p=a-1) that is exempt from such registration pursuant to [paragraph (2)](/usc/15/77c.md?p=a-2) of such section is not a covered [security](/usc/15/77b.md?p=a-1) with respect to the [offer](/usc/15/77b.md?p=a-3) or sale of such [security](/usc/15/77b.md?p=a-1) in the [State](/usc/15/15g.md?p=2) in which the [issuer](/usc/15/77b.md?p=a-4) of such [security](/usc/15/77b.md?p=a-1) is located;
    - (F) [Commission](/usc/15/77b.md?p=a-5) rules or regulations issued under [section 77d(2)](/usc/15/77d.md)[^1] of this title, except that this subparagraph does not prohibit a [State](/usc/15/15g.md?p=2) from imposing notice filing requirements that are substantially similar to those required by rule or regulation under [section 77d(2)](/usc/15/77d.md)[^1] of this title that are in effect on September 1, 1996; or
    - (G) [section 77d(a)(7) of this title](/usc/15/77d.md?p=a-7).
- (c) **Preservation of authority—**
  - (1) **Fraud authority—** Consistent with this section, the [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of any [State](/usc/15/15g.md?p=2) shall retain jurisdiction under the laws of such [State](/usc/15/15g.md?p=2) to investigate and bring enforcement actions, in connection with [securities](/usc/15/77b.md?p=a-1) or [securities](/usc/15/77b.md?p=a-1) transactions[^2]
    - (A) with respect to—
      - (i) fraud or deceit; or
      - (ii) unlawful conduct by a broker, [dealer](/usc/15/77b.md?p=a-12), or funding portal; and
    - (B) in connection to[^3] a transaction described under [section 77d(6)](/usc/15/77d.md)[^1] of this title, with respect to—
      - (i) fraud or deceit; or
      - (ii) unlawful conduct by a broker, [dealer](/usc/15/77b.md?p=a-12), funding portal, or [issuer](/usc/15/77b.md?p=a-4).
  - (2) **Preservation of filing requirements—**
    - (A) **Notice filings permitted—** Nothing in this section prohibits the [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of any [State](/usc/15/15g.md?p=2) from requiring the filing of any document filed with the [Commission](/usc/15/77b.md?p=a-5) pursuant to this subchapter, together with annual or periodic reports of the value of [securities](/usc/15/77b.md?p=a-1) sold or offered to be sold to [persons](/usc/15/77b.md?p=a-2) located in the [State](/usc/15/15g.md?p=2) (if such sales data is not included in documents filed with the [Commission](/usc/15/77b.md?p=a-5)), solely for notice purposes and the assessment of any fee, together with a consent to service of process and any required fee.
    - (B) **Preservation of fees—**
      - (i) **In general—** Until otherwise provided by law, rule, regulation, or order, or other administrative action of any [State](/usc/15/15g.md?p=2) or any political subdivision thereof, adopted after October 11, 1996, filing or registration fees with respect to [securities](/usc/15/77b.md?p=a-1) or [securities](/usc/15/77b.md?p=a-1) transactions shall continue to be collected in amounts determined pursuant to [State](/usc/15/15g.md?p=2) law as in effect on the day before October 11, 1996.
      - (ii) **Schedule—** The fees required by this subparagraph shall be paid, and all necessary supporting data on sales or [offers](/usc/15/77b.md?p=a-3) for sales required under [subparagraph (A)](#c-2-A), shall be reported on the same schedule as would have been applicable had the [issuer](/usc/15/77b.md?p=a-4) not relied on the exemption provided in [subsection (a)](#a).
    - (C) **Availability of preemption contingent on payment of fees—**
      - (i) **In general—** During the period beginning on October 11, 1996, and ending 3 years after October 11, 1996, the [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of any [State](/usc/15/15g.md?p=2) may require the registration of [securities](/usc/15/77b.md?p=a-1) issued by any [issuer](/usc/15/77b.md?p=a-4) who refuses to pay the fees required by [subparagraph (B)](#c-2-B).
      - (ii) **Delays—** 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.
    - (D) **Fees not permitted on listed securities—** Notwithstanding subparagraphs [(A)](#c-2-A), [(B)](#c-2-B), and [(C)](#c-2-C), no filing or fee may be required with respect to any [security](/usc/15/77b.md?p=a-1) that is a covered [security](/usc/15/77b.md?p=a-1) pursuant to [subsection (b)(1)](#b-1), or will be such a covered [security](/usc/15/77b.md?p=a-1) upon completion of the transaction, or is a [security](/usc/15/77b.md?p=a-1) of the same [issuer](/usc/15/77b.md?p=a-4) that is equal in seniority or that is a senior [security](/usc/15/77b.md?p=a-1) to a [security](/usc/15/77b.md?p=a-1) that is a covered [security](/usc/15/77b.md?p=a-1) pursuant to [subsection (b)(1)](#b-1).
    - (F) **4 Fees not permitted on crowdfunded securities—** Notwithstanding subparagraphs [(A)](#c-2-A), [(B)](#c-2-B), and [(C)](#c-2-C), no filing or fee may be required with respect to any [security](/usc/15/77b.md?p=a-1) that is a covered [security](/usc/15/77b.md?p=a-1) pursuant to [subsection (b)(4)(B)](#b-4-B), or will be such a covered [security](/usc/15/77b.md?p=a-1) upon completion of the transaction, except for the [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of the [State](/usc/15/15g.md?p=2) of the principal place of business of the [issuer](/usc/15/77b.md?p=a-4), or any [State](/usc/15/15g.md?p=2) in which purchasers of 50 percent or greater of the aggregate amount of the issue are residents, provided that for purposes of this subparagraph, the term “[State](/usc/15/15g.md?p=2)” includes the District of Columbia and the [territories](/usc/15/77b.md?p=a-6) of the United States.
  - (3) **Enforcement of requirements—** Nothing in this section shall prohibit the [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of any [State](/usc/15/15g.md?p=2) from suspending the [offer](/usc/15/77b.md?p=a-3) or sale of [securities](/usc/15/77b.md?p=a-1) within such [State](/usc/15/15g.md?p=2) as a result of the failure to submit any filing or fee required under law and permitted under this section.
- (d) **Definitions—** For purposes of this section, the following definitions shall apply:
  - (1) **Offering document—** The term “offering document”—
    - (A) has the meaning given the term “[prospectus](/usc/15/77b.md?p=a-10)” in [section 77b(a)(10) of this title](/usc/15/77b.md?p=a-10), but without regard to the provisions of subparagraphs [(a)](/usc/15/77b.md) and [(b)](/usc/15/77b.md) of that section; and
    - (B) includes a communication that is not deemed to [offer](/usc/15/77b.md?p=a-3) a [security](/usc/15/77b.md?p=a-1) pursuant to a rule of the [Commission](/usc/15/77b.md?p=a-5).
  - (2) **Prepared by or on behalf of the issuer—** Not later than 6 months after October 11, 1996, the [Commission](/usc/15/77b.md?p=a-5) shall, by rule, define the term “prepared by or on behalf of the [issuer](/usc/15/77b.md?p=a-4)” for purposes of this section.
  - (3) **State—** The term “[State](/usc/15/15g.md?p=2)” has the same meaning as in [section 78c of this title](/usc/15/78c.md).
  - (4) **Senior security—** The term “senior [security](/usc/15/77b.md?p=a-1)” means any bond, debenture, note, or similar obligation or instrument constituting a [security](/usc/15/77b.md?p=a-1) and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.

## Footnotes

[^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.

## Source credit

(May 27, 1933, ch. 38, title I, § 18, 48 Stat. 85; Pub. L. 104–290, title I, § 102(a), Oct. 11, 1996, 110 Stat. 3417; Pub. L. 105–353, title III, §§ 301(a)(4), 302, Nov. 3, 1998, 112 Stat. 3235, 3237; Pub. L. 111–203, title IX, § 985(a)(2), July 21, 2010, 124 Stat. 1933; Pub. L. 112–106, title III, § 305(a), (b)(2), (c), (d)(2), title IV, § 401(b), Apr. 5, 2012, 126 Stat. 322, 323, 325; Pub. L. 114–94, div. G, title LXXVI, § 76001(b), Dec. 4, 2015, 129 Stat. 1789; Pub. L. 115–174, title V, § 501, May 24, 2018, 132 Stat. 1361.)

## Notes

### Editorial Notes

### References in Text

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.

### Amendments

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 “a security designated as qualified for trading in the national market system pursuant to section 78k–1(a)(2) of this title that is” before “listed” and struck out “that has listing standards that the Commission determines by rule (on its own initiative or on the basis of a petition) are substantially similar to the listing standards applicable to securities described in subparagraph (A)” after “(or tier or segment thereof)”.

Subsec. (b)(1)(C). Pub. 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).

Subsec. (b)(4)(F). Pub. L. 114–94, § 76001(b)(1), redesignated subpar. (E) as (F).

Subsec. (b)(4)(G). Pub. L. 114–94, § 76001(b)(2)–(4), added subpar. (G).

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

Subsec. (b)(4)(D). Pub. L. 112–106, § 401(b), added subpar. (D) relating to section 77c(b)(2) of this title.

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. (b)(4)(E). Pub. L. 112–106, § 305(a)(1), redesignated subpar. (D) as (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 or dealer, in connection with securities or securities transactions.” and added subpars. (A) and (B).

Subsec. (c)(1)(A)(ii). Pub. L. 112–106, § 305(d)(2), which directed amendment of subsec. (c)(1) by substituting “, dealer, or funding portal” for “or dealer”, was executed by making the substitution in subpar. (A)(ii) as added by Pub. L. 112–106, § 305(b)(2).

Subsec. (c)(2)(F). Pub. L. 112–106, § 305(c), added subpar. (F).

2010—Subsec. (b)(1)(C). Pub. L. 111–203, § 985(a)(2)(A), substituted “(C) a security” for “(C) is a security”.

Subsec. (c)(2)(B)(i). Pub. L. 111–203, § 985(a)(2)(B), substituted “State or” for “State, or”.

1998—Subsec. (b)(1)(A). 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”.

1996—Pub. L. 104–290 substituted “Exemption from State regulation of securities offerings” for “State control of securities” as section catchline and amended text generally. Prior to amendment, text read as follows: “Nothing in this subchapter shall affect the jurisdiction of the securities commission (or any agency or office performing like functions) of any State or Territory of the United States, or the District of Columbia, over any security or any person.”

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

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.

### Clarification of the Preservation of State Enforcement Authority

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 to State registration, documentation, and offering requirements, as described under section 18(a) of [the] Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on other State authority to take enforcement action with regard to an issuer, funding portal, or any other person or entity using the exemption from registration provided by section 4(6) [probably means “section 4(a)(6)”] of that Act [15 U.S.C. 77d(a)(6)].”

### Study and Report on Uniformity of State Regulatory Requirements

Pub. L. 104–290, title I, § 102(b), Oct. 11, 1996, 110 Stat. 3420, provided that: “The Commission shall conduct a study, after consultation with States, issuers, brokers, and dealers, on the extent to which uniformity of State regulatory requirements for securities or securities transactions has been achieved for securities that are not covered securities (within the meaning of section 18 of 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], the Commission shall submit a report to the Congress on the results of such study.”

### 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.