---
kind: "section"
citation: "15 U.S.C. § 78l"
title: "15"
title_heading: "Commerce and Trade"
number: "78l"
heading: "Registration requirements for securities"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/78l"
units:
  - "Chapter 2B — Securities Exchanges"
---

# §78l. Registration requirements for securities

- (a) **General requirement of registration—** It shall be unlawful for any [member](/usc/15/78c.md?p=a-3-A), [broker](/usc/15/78c.md?p=a-4-A), or [dealer](/usc/15/78c.md?p=a-5-A) to effect any transaction in any [security](/usc/15/78c.md?p=a-10) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)) on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) unless a registration is effective as to such [security](/usc/15/78c.md?p=a-10) for such [exchange](/usc/15/78c.md?p=a-1) in accordance with the provisions of this chapter and the rules and regulations thereunder. The provisions of this subsection shall not apply in respect of a [security futures product](/usc/15/78c.md?p=a-56) traded on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1).
- (b) **Procedure for registration; information—** A [security](/usc/15/78c.md?p=a-10) may be registered on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) by the [issuer](/usc/15/78c.md?p=a-8) filing an application with the [exchange](/usc/15/78c.md?p=a-1) (and filing with the [Commission](/usc/15/78c.md?p=a-15) such duplicate originals thereof as the [Commission](/usc/15/78c.md?p=a-15) may require), which application shall contain—
  - (1) Such information, in such detail, as to the [issuer](/usc/15/78c.md?p=a-8) and any [person](/usc/15/78c.md?p=a-9) directly or indirectly controlling or controlled by, or under direct or indirect common control with, the [issuer](/usc/15/78c.md?p=a-8), and any guarantor of the [security](/usc/15/78c.md?p=a-10) as to principal or interest or both, as the [Commission](/usc/15/78c.md?p=a-15) may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following:
    - (A) the organization, financial structure, and nature of the business;
    - (B) the terms, position, rights, and privileges of the different classes of [securities](/usc/15/78c.md?p=a-10) outstanding;
    - (C) the terms on which their [securities](/usc/15/78c.md?p=a-10) are to be, and during the preceding three years have been, offered to the public or otherwise;
    - (D) the [directors](/usc/15/78c.md?p=a-7), officers, and [underwriters](/usc/15/78c.md?p=a-20), and each [security](/usc/15/78c.md?p=a-10) holder of record holding more than 10 per centum of any class of any [equity security](/usc/15/78c.md?p=a-11) of the [issuer](/usc/15/78c.md?p=a-8) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)), their remuneration and their interests in the [securities](/usc/15/78c.md?p=a-10) of, and their material contracts with, the [issuer](/usc/15/78c.md?p=a-8) and any [person](/usc/15/78c.md?p=a-9) directly or indirectly controlling or controlled by, or under direct or indirect common control with, the [issuer](/usc/15/78c.md?p=a-8);
    - (E) remuneration to others than [directors](/usc/15/78c.md?p=a-7) and officers exceeding $20,000 per annum;
    - (F) bonus and profit-sharing arrangements;
    - (G) management and service contracts;
    - (H) options existing or to be created in respect of their [securities](/usc/15/78c.md?p=a-10);
    - (I) material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract;
    - (J) balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the [Commission](/usc/15/78c.md?p=a-15) by a [registered public accounting firm](/usc/15/78c.md?p=a-59);
    - (K) profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the [Commission](/usc/15/78c.md?p=a-15) by a [registered public accounting firm](/usc/15/78c.md?p=a-59); and
    - (L) any further financial statements which the [Commission](/usc/15/78c.md?p=a-15) may deem necessary or appropriate for the protection of investors.
  - (2) Such copies of articles of incorporation, bylaws, trust indentures, or corresponding documents by whatever name known, underwriting arrangements, and other similar documents of, and voting trust [agreements](/usc/15/7a.md?p=2) with respect to, the [issuer](/usc/15/78c.md?p=a-8) and any [person](/usc/15/78c.md?p=a-9) directly or indirectly controlling or controlled by, or under direct or indirect common control with, the [issuer](/usc/15/78c.md?p=a-8) as the [Commission](/usc/15/78c.md?p=a-15) may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the [security](/usc/15/78c.md?p=a-10).
  - (3) Such copies of material contracts, referred to in [paragraph (1)(I)](#b-1-I) above, as the [Commission](/usc/15/78c.md?p=a-15) may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the [security](/usc/15/78c.md?p=a-10).
- (c) **Additional or alternative information—** If in the judgment of the [Commission](/usc/15/78c.md?p=a-15) any information required under [subsection (b)](#b) is inapplicable to any specified class or classes of [issuers](/usc/15/78c.md?p=a-8), the [Commission](/usc/15/78c.md?p=a-15) shall require in lieu thereof the submission of such other information of comparable character as it may deem applicable to such class of [issuers](/usc/15/78c.md?p=a-8).
- (d) **Effective date of registration; withdrawal of registration—** If the [exchange](/usc/15/78c.md?p=a-1) authorities certify to the [Commission](/usc/15/78c.md?p=a-15) that the [security](/usc/15/78c.md?p=a-10) has been approved by the [exchange](/usc/15/78c.md?p=a-1) for listing and registration, the registration shall become effective thirty days after the receipt of such certification by the [Commission](/usc/15/78c.md?p=a-15) or within such shorter period of time as the [Commission](/usc/15/78c.md?p=a-15) may determine. A [security](/usc/15/78c.md?p=a-10) registered with a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) may be withdrawn or stricken from listing and registration in accordance with the rules of the [exchange](/usc/15/78c.md?p=a-1) and, upon such terms as the [Commission](/usc/15/78c.md?p=a-15) may deem necessary to impose for the protection of investors, upon application by the [issuer](/usc/15/78c.md?p=a-8) or the [exchange](/usc/15/78c.md?p=a-1) to the [Commission](/usc/15/78c.md?p=a-15); whereupon the [issuer](/usc/15/78c.md?p=a-8) shall be relieved from further compliance with the provisions of this section and [section 78m of this title](/usc/15/78m.md) and any rules or regulations under such sections as to the [securities](/usc/15/78c.md?p=a-10) so withdrawn or stricken. An unissued [security](/usc/15/78c.md?p=a-10) may be registered only in accordance with such rules and regulations as the [Commission](/usc/15/78c.md?p=a-15) may prescribe as necessary or appropriate in the public interest or for the protection of investors.
- (e) **Exemption from provisions of section for period ending not later than July 1, 1935—** Notwithstanding the foregoing provisions of this section, the [Commission](/usc/15/78c.md?p=a-15) may by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, permit [securities](/usc/15/78c.md?p=a-10) listed on any [exchange](/usc/15/78c.md?p=a-1) at the time the registration of such [exchange](/usc/15/78c.md?p=a-1) as a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) becomes effective, to be registered for a period ending not later than July 1, 1935, without complying with the provisions of this section.
- (f) **Unlisted trading privileges for security originally listed on another national exchange—**
  - (1)
    - (A) Notwithstanding the preceding subsections of this section, any national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1), in accordance with the requirements of this subsection and the rules hereunder, may extend unlisted trading privileges to—
      - (i) any [security](/usc/15/78c.md?p=a-10) that is listed and registered on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1), subject to [subparagraph (B)](#f-1-B); and
      - (ii) any [security](/usc/15/78c.md?p=a-10) that is otherwise registered pursuant to this section, or that would be required to be so registered except for the exemption from registration provided in subparagraph [(B)](#g-2-B) or [(G)](#g-2-G) of subsection (g)(2), subject to subparagraph (E) of this paragraph.
    - (B) A national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) may not extend unlisted trading privileges to a [security](/usc/15/78c.md?p=a-10) described in [subparagraph (A)(i)](#f-1-A-i) during such interval, if any, after the commencement of an initial public offering of such [security](/usc/15/78c.md?p=a-10), as is or may be required pursuant to [subparagraph (C)](#f-1-C).
    - (C) Not later than 180 days after October 22, 1994, the [Commission](/usc/15/78c.md?p=a-15) shall prescribe, by rule or regulation, the duration of the interval referred to in [subparagraph (B)](#f-1-B), if any, as the [Commission](/usc/15/78c.md?p=a-15) determines to be necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter. Until the earlier of the effective date of such rule or regulation or 240 days after October 22, 1994, such interval shall begin at the opening of trading on the day on which such [security](/usc/15/78c.md?p=a-10) commences trading on the national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) with which such [security](/usc/15/78c.md?p=a-10) is registered and end at the conclusion of the next day of trading.
    - (D) The [Commission](/usc/15/78c.md?p=a-15) may prescribe, by rule or regulation such additional procedures or requirements for extending unlisted trading privileges to any [security](/usc/15/78c.md?p=a-10) as the [Commission](/usc/15/78c.md?p=a-15) deems necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.
    - (E) No extension of unlisted trading privileges to [securities](/usc/15/78c.md?p=a-10) described in [subparagraph (A)(ii)](#f-1-A-ii) may occur except pursuant to a rule, regulation, or order of the [Commission](/usc/15/78c.md?p=a-15) approving such extension or extensions. In promulgating such rule or regulation or in issuing such order, the [Commission](/usc/15/78c.md?p=a-15)—
      - (i) shall find that such extension or extensions of unlisted trading privileges is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter;
      - (ii) shall take account of the public trading activity in such [securities](/usc/15/78c.md?p=a-10), the character of such trading, the impact of such extension on the existing markets for such [securities](/usc/15/78c.md?p=a-10), and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and
      - (iii) shall not permit a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) to extend unlisted trading privileges to such [securities](/usc/15/78c.md?p=a-10) if any rule of such national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) would unreasonably impair the ability of a [dealer](/usc/15/78c.md?p=a-5-A) to solicit or effect transactions in such [securities](/usc/15/78c.md?p=a-10) for its own account, or would unreasonably restrict competition among [dealers](/usc/15/78c.md?p=a-5-A) in such [securities](/usc/15/78c.md?p=a-10) or between such [dealers](/usc/15/78c.md?p=a-5-A) acting in the capacity of [market makers](/usc/15/78c.md?p=a-38) who are specialists and such [dealers](/usc/15/78c.md?p=a-5-A) who are not specialists.
    - (F) An [exchange](/usc/15/78c.md?p=a-1) may continue to extend unlisted trading privileges in accordance with this paragraph only if the [exchange](/usc/15/78c.md?p=a-1) and the subject [security](/usc/15/78c.md?p=a-10) continue to satisfy the requirements for eligibility under this paragraph, including any rules and regulations issued by the [Commission](/usc/15/78c.md?p=a-15) pursuant to this paragraph, except that unlisted trading privileges may continue with regard to [securities](/usc/15/78c.md?p=a-10) which had been admitted on such [exchange](/usc/15/78c.md?p=a-1) prior to July 1, 1964, notwithstanding the failure to satisfy such requirements. If unlisted trading privileges in a [security](/usc/15/78c.md?p=a-10) are discontinued pursuant to this subparagraph, the [exchange](/usc/15/78c.md?p=a-1) shall cease trading in that [security](/usc/15/78c.md?p=a-10), unless the [exchange](/usc/15/78c.md?p=a-1) and the subject [security](/usc/15/78c.md?p=a-10) thereafter satisfy the requirements of this paragraph and the rules issued hereunder.
    - (G) For purposes of this paragraph—
      - (i) a [security](/usc/15/78c.md?p=a-10) is the subject of an initial public offering if—
        - (I) the offering of the subject [security](/usc/15/78c.md?p=a-10) is registered under the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.]; and
        - (II) the [issuer](/usc/15/78c.md?p=a-8) of the [security](/usc/15/78c.md?p=a-10), immediately prior to filing the registration statement with respect to the offering, was not subject to the reporting requirements of section [78m](/usc/15/78m.md) or [78o(d)](/usc/15/78o.md?p=d) of this title; and
      - (ii) an initial public offering of such [security](/usc/15/78c.md?p=a-10) commences at the opening of trading on the day on which such [security](/usc/15/78c.md?p=a-10) commences trading on the national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) with which such [security](/usc/15/78c.md?p=a-10) is registered.
  - (2)
    - (A) At any time within 60 days of commencement of trading on an [exchange](/usc/15/78c.md?p=a-1) of a [security](/usc/15/78c.md?p=a-10) pursuant to unlisted trading privileges, the [Commission](/usc/15/78c.md?p=a-15) may summarily suspend such unlisted trading privileges on the [exchange](/usc/15/78c.md?p=a-1). Such suspension shall not be reviewable under [section 78y of this title](/usc/15/78y.md) and shall not be deemed to be a final agency action for purposes of [section 704 of title 5](/usc/5/704.md). Upon such suspension—
      - (i) the [exchange](/usc/15/78c.md?p=a-1) shall cease trading in the [security](/usc/15/78c.md?p=a-10) by the close of business on the date of such suspension, or at such time as the [Commission](/usc/15/78c.md?p=a-15) may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter; and
      - (ii) if the [exchange](/usc/15/78c.md?p=a-1) seeks to extend unlisted trading privileges to the [security](/usc/15/78c.md?p=a-10), the [exchange](/usc/15/78c.md?p=a-1) shall file an application to reinstate its ability to do so with the [Commission](/usc/15/78c.md?p=a-15) pursuant to such procedures as the [Commission](/usc/15/78c.md?p=a-15) may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.
    - (B) A suspension under [subparagraph (A)](#f-2-A) shall remain in effect until the [Commission](/usc/15/78c.md?p=a-15), by order, grants approval of an application to reinstate, as described in [subparagraph (A)(ii)](#f-2-A-ii).
    - (C) A suspension under [subparagraph (A)](#f-2-A) shall not affect the validity or force of an extension of unlisted trading privileges in effect prior to such suspension.
    - (D) The [Commission](/usc/15/78c.md?p=a-15) shall not approve an application by a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) to reinstate its ability to extend unlisted trading privileges to a [security](/usc/15/78c.md?p=a-10) unless the [Commission](/usc/15/78c.md?p=a-15) finds, after notice and opportunity for hearing, that the extension of unlisted trading privileges pursuant to such application is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter. If the application is made to reinstate unlisted trading privileges to a [security](/usc/15/78c.md?p=a-10) described in [paragraph (1)(A)(ii)](#f-1-A-ii), the [Commission](/usc/15/78c.md?p=a-15)—
      - (i) shall take account of the public trading activity in such [security](/usc/15/78c.md?p=a-10), the character of such trading, the impact of such extension on the existing markets for such a [security](/usc/15/78c.md?p=a-10), and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and
      - (ii) shall not grant any such application if any rule of the national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) making application under this subsection would unreasonably impair the ability of a [dealer](/usc/15/78c.md?p=a-5-A) to solicit or effect transactions in such [security](/usc/15/78c.md?p=a-10) for its own account, or would unreasonably restrict competition among [dealers](/usc/15/78c.md?p=a-5-A) in such [security](/usc/15/78c.md?p=a-10) or between such [dealers](/usc/15/78c.md?p=a-5-A) acting in the capacity of marketmakers who are specialists and such [dealers](/usc/15/78c.md?p=a-5-A) who are not specialists.
  - (3) Notwithstanding [paragraph (2)](#f-2), the [Commission](/usc/15/78c.md?p=a-15) shall by rules and regulations suspend unlisted trading privileges in whole or in part for any or all classes of [securities](/usc/15/78c.md?p=a-10) for a period not exceeding twelve months, if it deems such suspension necessary or appropriate in the public interest or for the protection of investors or to prevent evasion of the purposes of this chapter.
  - (4) On the application of the [issuer](/usc/15/78c.md?p=a-8) of any [security](/usc/15/78c.md?p=a-10) for which unlisted trading privileges on any [exchange](/usc/15/78c.md?p=a-1) have been continued or extended pursuant to this subsection, or of any [broker or dealer](/usc/15/78c.md?p=h-2) who makes or creates a market for such [security](/usc/15/78c.md?p=a-10), or of any other [person](/usc/15/78c.md?p=a-9) having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, or on its own motion, the [Commission](/usc/15/78c.md?p=a-15) shall by order terminate, or suspend for a period not exceeding twelve months, such unlisted trading privileges for such [security](/usc/15/78c.md?p=a-10) if the [Commission](/usc/15/78c.md?p=a-15) finds, after appropriate notice and opportunity for hearing, that such termination or suspension is necessary or appropriate in the public interest or for the protection of investors.
  - (5) In any proceeding under this subsection in which appropriate notice and opportunity for hearing are required, notice of not less than ten days to the [applicant](/usc/15/7a.md?p=3) in such proceeding, to the [issuer](/usc/15/78c.md?p=a-8) of the [security](/usc/15/78c.md?p=a-10) involved, to the [exchange](/usc/15/78c.md?p=a-1) which is seeking to continue or extend or has continued or extended unlisted trading privileges for such [security](/usc/15/78c.md?p=a-10), and to the [exchange](/usc/15/78c.md?p=a-1), if any, on which such [security](/usc/15/78c.md?p=a-10) is listed and registered, shall be deemed adequate notice, and any [broker or dealer](/usc/15/78c.md?p=h-2) who makes or creates a market for such [security](/usc/15/78c.md?p=a-10), and any other [person](/usc/15/78c.md?p=a-9) having a bona fide interest in such proceeding, shall upon application be entitled to be heard.
  - (6) Any [security](/usc/15/78c.md?p=a-10) for which unlisted trading privileges are continued or extended pursuant to this subsection shall be deemed to be registered on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) within the meaning of this chapter. The powers and duties of the [Commission](/usc/15/78c.md?p=a-15) under this chapter shall be applicable to the [rules of an exchange](/usc/15/78c.md?p=a-27) in respect of any such [security](/usc/15/78c.md?p=a-10). The [Commission](/usc/15/78c.md?p=a-15) may, by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions, or for stated periods, exempt such [securities](/usc/15/78c.md?p=a-10) from the operation of any provision of section [78m](/usc/15/78m.md), [78n](/usc/15/78n.md), or [78p](/usc/15/78p.md) of this title.
- (g) **Registration of securities by issuer; exemptions—**
  - (1) Every [issuer](/usc/15/78c.md?p=a-8) which is engaged in [interstate commerce](/usc/15/78c.md?p=a-17), or in a business affecting [interstate commerce](/usc/15/78c.md?p=a-17), or whose [securities](/usc/15/78c.md?p=a-10) are traded by use of the mails or any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17) shall—
    - (A) within 120 days after the last day of its first fiscal year ended on which the [issuer](/usc/15/78c.md?p=a-8) has total assets exceeding $10,000,000 and a class of [equity security](/usc/15/78c.md?p=a-11) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)) held of record by either—
      - (i) 2,000 [persons](/usc/15/78c.md?p=a-9), or
      - (ii) 500 [persons](/usc/15/78c.md?p=a-9) who are not accredited investors (as such term is defined by the [Commission](/usc/15/78c.md?p=a-15)), and
    - (B) in the case of an [issuer](/usc/15/78c.md?p=a-8) that is a [bank](/usc/15/78c.md?p=a-6), a savings and loan holding [company](/usc/15/78c.md?p=a-19) (as defined in [section 1467a of title 12](/usc/12/1467a.md)), or a [bank](/usc/15/78c.md?p=a-6) holding [company](/usc/15/78c.md?p=a-19), as such term is defined in [section 1841 of title 12](/usc/12/1841.md), not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, on which the [issuer](/usc/15/78c.md?p=a-8) has total assets exceeding $10,000,000 and a class of [equity security](/usc/15/78c.md?p=a-11) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)) held of record by 2,000 or more [persons](/usc/15/78c.md?p=a-9),

    register such [security](/usc/15/78c.md?p=a-10) by filing with the [Commission](/usc/15/78c.md?p=a-15) a registration statement (and such copies thereof as the [Commission](/usc/15/78c.md?p=a-15) may require) with respect to such [security](/usc/15/78c.md?p=a-10) containing such information and documents as the [Commission](/usc/15/78c.md?p=a-15) may specify comparable to that which is required in an application to register a [security](/usc/15/78c.md?p=a-10) pursuant to [subsection (b)](#b) of this section. Each such registration statement shall become effective sixty days after filing with the [Commission](/usc/15/78c.md?p=a-15) or within such shorter period as the [Commission](/usc/15/78c.md?p=a-15) may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of [section 78r of this title](/usc/15/78r.md). Any [issuer](/usc/15/78c.md?p=a-8) may register any class of [equity security](/usc/15/78c.md?p=a-11) not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The [Commission](/usc/15/78c.md?p=a-15) is authorized to extend the date upon which any [issuer](/usc/15/78c.md?p=a-8) or class of [issuers](/usc/15/78c.md?p=a-8) is required to register a [security](/usc/15/78c.md?p=a-10) pursuant to the provisions of this paragraph.

  - (2) The provisions of this subsection shall not apply in respect of—
    - (A) any [security](/usc/15/78c.md?p=a-10) listed and registered on a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1).
    - (B) any [security](/usc/15/78c.md?p=a-10) issued by an [investment company](/usc/15/78c.md?p=a-12-A-iii) registered pursuant to [section 80a–8 of this title](/usc/15/80a–8.md).
    - (C) any [security](/usc/15/78c.md?p=a-10), other than permanent stock, guaranty stock, permanent reserve stock, or any similar certificate evidencing nonwithdrawable capital, issued by a savings and loan association, building and loan association, cooperative [bank](/usc/15/78c.md?p=a-6), homestead association, or similar institution, which is supervised and examined by [State](/usc/15/78c.md?p=a-16) or Federal authority having supervision over any such institution.
    - (D) any [security](/usc/15/78c.md?p=a-10) of an [issuer](/usc/15/78c.md?p=a-8) organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any private shareholder or individual; or any [security](/usc/15/78c.md?p=a-10) of a fund that is excluded from the definition of an [investment company](/usc/15/78c.md?p=a-12-A-iii) under [section 80a–3(c)(10)(B) of this title](/usc/15/80a–3.md?p=c-10-B).
    - (E) any [security](/usc/15/78c.md?p=a-10) of an [issuer](/usc/15/78c.md?p=a-8) which is a “cooperative association” as defined in the Agricultural Marketing Act, approved June 15, 1929, as amended [[12 U.S.C. 1141](/usc/12/1141.md) et seq.], or a federation of such cooperative associations, if such federation possesses no greater powers or purposes than cooperative associations so defined.
    - (F) any [security](/usc/15/78c.md?p=a-10) issued by a mutual or cooperative organization which supplies a commodity or service primarily for the benefit of its [members](/usc/15/78c.md?p=a-3-A) and operates not for pecuniary profit, but only if the [security](/usc/15/78c.md?p=a-10) is part of a class issuable only to [persons](/usc/15/78c.md?p=a-9) who [purchase](/usc/15/78c.md?p=a-13) commodities or services from the [issuer](/usc/15/78c.md?p=a-8), the [security](/usc/15/78c.md?p=a-10) is transferable only to a successor in interest or occupancy of premises serviced or to be served by the [issuer](/usc/15/78c.md?p=a-8), and no dividends are payable to the holder of the [security](/usc/15/78c.md?p=a-10).
    - (G) any [security](/usc/15/78c.md?p=a-10) issued by an [insurance company](/usc/15/78c.md?p=a-19) if all of the following conditions are met:
      - (i) Such [insurance company](/usc/15/78c.md?p=a-19) is required to and does file an annual statement with the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary [State](/usc/15/78c.md?p=a-16), and such annual statement conforms to that prescribed by the National Association of Insurance Commissioners or in the determination of such [State](/usc/15/78c.md?p=a-16) commissioner, officer or agency substantially conforms to that so prescribed.
      - (ii) Such [insurance company](/usc/15/78c.md?p=a-19) is subject to regulation by its domiciliary [State](/usc/15/78c.md?p=a-16) of proxies, consents, or authorizations in respect of [securities](/usc/15/78c.md?p=a-10) issued by such [company](/usc/15/78c.md?p=a-19) and such regulation conforms to that prescribed by the National Association of Insurance Commissioners.
      - (iii) After July 1, 1966, the [purchase](/usc/15/78c.md?p=a-13) and sales of [securities](/usc/15/78c.md?p=a-10) issued by such [insurance company](/usc/15/78c.md?p=a-19) by beneficial owners, [directors](/usc/15/78c.md?p=a-7), or officers of such [company](/usc/15/78c.md?p=a-19) are subject to regulation (including reporting) by its domiciliary [State](/usc/15/78c.md?p=a-16) substantially in the manner provided in [section 78p of this title](/usc/15/78p.md).
    - (H) any interest or participation in any collective trust funds maintained by a [bank](/usc/15/78c.md?p=a-6) or in a [separate account](/usc/15/78c.md?p=a-19) maintained by an [insurance company](/usc/15/78c.md?p=a-19) which interest or participation is issued in connection with (i) a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under [section 401 of title 26](/usc/26/401.md), (ii) an annuity plan which meets the requirements for deduction of the employer’s contribution under [section 404(a)(2) of title 26](/usc/26/404.md?p=a-2), or (iii) a church plan, [company](/usc/15/78c.md?p=a-19), or account that is excluded from the definition of an [investment company](/usc/15/78c.md?p=a-12-A-iii) under [section 80a–3(c)(14) of this title](/usc/15/80a–3.md?p=c-14).
  - (3) The [Commission](/usc/15/78c.md?p=a-15) may by rules or regulations or, on its own motion, after notice and opportunity for hearing, by order, exempt from this subsection any [security](/usc/15/78c.md?p=a-10) of a foreign [issuer](/usc/15/78c.md?p=a-8), including any certificate of deposit for such a [security](/usc/15/78c.md?p=a-10), if the [Commission](/usc/15/78c.md?p=a-15) finds that such exemption is in the public interest and is consistent with the protection of investors.
  - (4) Registration of any class of [security](/usc/15/78c.md?p=a-10) pursuant to this subsection shall be terminated ninety days, or such shorter period as the [Commission](/usc/15/78c.md?p=a-15) may determine, after the [issuer](/usc/15/78c.md?p=a-8) files a certification with the [Commission](/usc/15/78c.md?p=a-15) that the number of holders of record of such class of [security](/usc/15/78c.md?p=a-10) is reduced to less than 300 [persons](/usc/15/78c.md?p=a-9), or, in the case of a [bank](/usc/15/78c.md?p=a-6), a savings and loan holding [company](/usc/15/78c.md?p=a-19) (as defined in [section 1467a of title 12](/usc/12/1467a.md)), or a [bank](/usc/15/78c.md?p=a-6) holding [company](/usc/15/78c.md?p=a-19), as such term is defined in [section 1841 of title 12](/usc/12/1841.md), 1,200 [persons](/usc/15/78c.md?p=a-9) [persons](/usc/15/78c.md?p=a-9).[^1] The [Commission](/usc/15/78c.md?p=a-15) shall after notice and opportunity for hearing deny termination of registration if it finds that the certification is untrue. Termination of registration shall be deferred pending [final determination](/usc/15/37a.md?p=4) on the question of denial.
  - (5) For the purposes of this subsection the term “class” shall include all [securities](/usc/15/78c.md?p=a-10) of an [issuer](/usc/15/78c.md?p=a-8) which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The [Commission](/usc/15/78c.md?p=a-15) may for the purpose of this subsection define by rules and regulations the terms “total assets” and “held of record” as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provisions of this subsection. For purposes of this subsection, a [security futures product](/usc/15/78c.md?p=a-56) shall not be considered a class of [equity security](/usc/15/78c.md?p=a-11) of the [issuer](/usc/15/78c.md?p=a-8) of the [securities](/usc/15/78c.md?p=a-10) underlying the [security futures product](/usc/15/78c.md?p=a-56). For purposes of determining whether an [issuer](/usc/15/78c.md?p=a-8) is required to register a [security](/usc/15/78c.md?p=a-10) with the [Commission](/usc/15/78c.md?p=a-15) pursuant to [paragraph (1)](#g-1), the definition of “held of record” shall not include [securities](/usc/15/78c.md?p=a-10) held by [persons](/usc/15/78c.md?p=a-9) who received the [securities](/usc/15/78c.md?p=a-10) pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933 [[15 U.S.C. 77e](/usc/15/77e.md)].
  - (6) **Exclusion for persons holding certain securities.—** The [Commission](/usc/15/78c.md?p=a-15) shall, by rule, exempt, conditionally or unconditionally, [securities](/usc/15/78c.md?p=a-10) acquired pursuant to an offering made under [section 4(6)](/usc/15/4.md)[^2] of the Securities Act of 1933 [[15 U.S.C. 77d(a)(6)](/usc/15/77d.md?p=a-6)] from the provisions of this subsection.
- (h) **Exemption by rules and regulations from certain provisions of section—** The [Commission](/usc/15/78c.md?p=a-15) may by rules and regulations, or upon application of an interested [person](/usc/15/78c.md?p=a-9), by order, after notice and opportunity for hearing, exempt in whole or in part any [issuer](/usc/15/78c.md?p=a-8) or class of [issuers](/usc/15/78c.md?p=a-8) from the provisions of [subsection (g)](#g) of this section or from section [78m](/usc/15/78m.md), [78n](/usc/15/78n.md), or [78o(d)](/usc/15/78o.md?p=d) of this title or may exempt from [section 78p of this title](/usc/15/78p.md) any officer, [director](/usc/15/78c.md?p=a-7), or beneficial owner of [securities](/usc/15/78c.md?p=a-10) of any [issuer](/usc/15/78c.md?p=a-8), any [security](/usc/15/78c.md?p=a-10) of which is required to be registered pursuant to [subsection (g)](#g) hereof, upon such terms and conditions and for such period as it deems necessary or appropriate, if the [Commission](/usc/15/78c.md?p=a-15) finds, by reason of the number of public investors, amount of trading interest in the [securities](/usc/15/78c.md?p=a-10), the nature and extent of the activities of the [issuer](/usc/15/78c.md?p=a-8), income or assets of the [issuer](/usc/15/78c.md?p=a-8), or otherwise, that such action is not inconsistent with the public interest or the protection of investors. The [Commission](/usc/15/78c.md?p=a-15) may, for the purposes of any of the above-mentioned sections or subsections of this chapter, classify [issuers](/usc/15/78c.md?p=a-8) and prescribe requirements appropriate for each such class.
- (i) **Securities issued by banks—** In respect of any [securities](/usc/15/78c.md?p=a-10) issued by [banks](/usc/15/78c.md?p=a-6) and savings associations the deposits of which are insured in accordance with the Federal Deposit Insurance Act [[12 U.S.C. 1811](/usc/12/1811.md) et seq.], the powers, functions, and duties vested in the [Commission](/usc/15/78c.md?p=a-15) to administer and enforce this section and sections [78j–1(m)](/usc/15/78j–1.md?p=m), [78m](/usc/15/78m.md), [78n(a)](/usc/15/78n.md?p=a), [78n(c)](/usc/15/78n.md?p=c), [78n(d)](/usc/15/78n.md?p=d), [78n(f)](/usc/15/78n.md?p=f), and [78p](/usc/15/78p.md) of this title, and sections [7241](/usc/15/7241.md), [7242](/usc/15/7242.md), [7243](/usc/15/7243.md), [7244](/usc/15/7244.md), [7261(b)](/usc/15/7261.md?p=b), [7262](/usc/15/7262.md), [7264](/usc/15/7264.md), and [7265](/usc/15/7265.md) of this title, (1) with respect to national [banks](/usc/15/78c.md?p=a-6) and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation[^3] are vested in the Comptroller of the Currency, (2) with respect to all other [member](/usc/15/78c.md?p=a-3-A) [banks](/usc/15/78c.md?p=a-6) of the Federal Reserve System are vested in the [Board](/usc/15/78c.md?p=a-73) of Governors of the Federal Reserve System, and (3) with respect to all other insured [banks](/usc/15/78c.md?p=a-6) and [State](/usc/15/78c.md?p=a-16) savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation. The Comptroller of the Currency, the [Board](/usc/15/78c.md?p=a-73) of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in them as provided in this subsection. In carrying out their responsibilities under this subsection, the agencies named in the first sentence of this subsection shall issue substantially similar regulations to regulations and rules issued by the [Commission](/usc/15/78c.md?p=a-15) under this section and sections [78j–1(m)](/usc/15/78j–1.md?p=m), [78m](/usc/15/78m.md), [78n(a)](/usc/15/78n.md?p=a), [78n(c)](/usc/15/78n.md?p=c), [78n(d)](/usc/15/78n.md?p=d), [78n(f)](/usc/15/78n.md?p=f), and [78p](/usc/15/78p.md) of this title, and sections [7241](/usc/15/7241.md), [7242](/usc/15/7242.md), [7243](/usc/15/7243.md), [7244](/usc/15/7244.md), [7261(b)](/usc/15/7261.md?p=b), [7262](/usc/15/7262.md), [7264](/usc/15/7264.md), and [7265](/usc/15/7265.md) of this title, unless they find that implementation of substantially similar regulations with respect to insured [banks](/usc/15/78c.md?p=a-6) and insured institutions are not necessary or appropriate in the public interest or for protection of investors, and publish such findings, and the detailed reasons therefor, in the Federal Register. Such regulations of the above-named agencies, or the reasons for failure to publish such substantially similar regulations to those of the [Commission](/usc/15/78c.md?p=a-15), shall be published in the Federal Register within 120 days of October 28, 1974, and, thereafter, within 60 days of any changes made by the [Commission](/usc/15/78c.md?p=a-15) in its relevant regulations and rules.
- (j) **Denial, suspension, or revocation of registration; notice and hearing—** The [Commission](/usc/15/78c.md?p=a-15) is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a [security](/usc/15/78c.md?p=a-10), if the [Commission](/usc/15/78c.md?p=a-15) finds, on the record after notice and opportunity for hearing, that the [issuer](/usc/15/78c.md?p=a-8), of such [security](/usc/15/78c.md?p=a-10) has failed to comply with any provision of this chapter or the rules and regulations thereunder. No [member](/usc/15/78c.md?p=a-3-A) of a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1), [broker](/usc/15/78c.md?p=a-4-A), or [dealer](/usc/15/78c.md?p=a-5-A) shall make use of the mails or any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17) to effect any transaction in, or to induce the [purchase](/usc/15/78c.md?p=a-13) or sale of, any [security](/usc/15/78c.md?p=a-10) the registration of which has been and is suspended or revoked pursuant to the preceding sentence.
- (k) **Trading suspensions; emergency authority—**
  - (1) **Trading suspensions—** If in its opinion the public interest and the protection of investors so require, the [Commission](/usc/15/78c.md?p=a-15) is authorized by order—
    - (A) summarily to suspend trading in any [security](/usc/15/78c.md?p=a-10) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)) for a period not exceeding 10 business days, and
    - (B) summarily to suspend all trading on any national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) or otherwise, in [securities](/usc/15/78c.md?p=a-10) other than [exempted securities](/usc/15/78c.md?p=a-12-A), for a period not exceeding 90 calendar days.

    The action described in [subparagraph (B)](#k-1-B) shall not take effect unless the [Commission](/usc/15/78c.md?p=a-15) notifies the President of its decision and the President notifies the [Commission](/usc/15/78c.md?p=a-15) that the President does not disapprove of such decision. If the actions described in subparagraph [(A)](#k-1-A) or [(B)](#k-1-B) involve a [security futures product](/usc/15/78c.md?p=a-56), the [Commission](/usc/15/78c.md?p=a-15) shall consult with and consider the views of the Commodity Futures Trading [Commission](/usc/15/78c.md?p=a-15).

  - (2) **Emergency orders—**
    - (A) **In general—** The [Commission](/usc/15/78c.md?p=a-15), in an emergency, may by order summarily take such action to alter, supplement, suspend, or impose requirements or restrictions with respect to any matter or action subject to regulation by the [Commission](/usc/15/78c.md?p=a-15) or a [self-regulatory organization](/usc/15/78c.md?p=a-26) under the [securities laws](/usc/15/78c.md?p=a-47), as the [Commission](/usc/15/78c.md?p=a-15) determines is necessary in the public interest and for the protection of investors—
      - (i) to maintain or restore fair and orderly [securities](/usc/15/78c.md?p=a-10) markets (other than markets in [exempted securities](/usc/15/78c.md?p=a-12-A));
      - (ii) to ensure prompt, accurate, and safe clearance and settlement of transactions in [securities](/usc/15/78c.md?p=a-10) (other than [exempted securities](/usc/15/78c.md?p=a-12-A)); or
      - (iii) to reduce, eliminate, or prevent the substantial disruption by the emergency of—
        - (I) [securities](/usc/15/78c.md?p=a-10) markets (other than markets in [exempted securities](/usc/15/78c.md?p=a-12-A)), [investment companies](/usc/15/78c.md?p=a-12-A-iii), or any other significant portion or segment of such markets; or
        - (II) the transmission or processing of [securities](/usc/15/78c.md?p=a-10) transactions (other than transactions in [exempted securities](/usc/15/78c.md?p=a-12-A)).
    - (B) **Effective period—** An order of the [Commission](/usc/15/78c.md?p=a-15) under this paragraph shall continue in effect for the period specified by the [Commission](/usc/15/78c.md?p=a-15), and may be extended. Except as provided in [subparagraph (C)](#k-2-C), an order of the [Commission](/usc/15/78c.md?p=a-15) under this paragraph may not continue in effect for more than 10 business days, including extensions.
    - (C) **Extension—** An order of the [Commission](/usc/15/78c.md?p=a-15) under this paragraph may be extended to continue in effect for more than 10 business days if, at the time of the extension, the [Commission](/usc/15/78c.md?p=a-15) finds that the emergency still exists and determines that the continuation of the order beyond 10 business days is necessary in the public interest and for the protection of investors to attain an objective described in clause [(i)](#k-2-A-i), [(ii)](#k-2-A-ii), or [(iii)](#k-2-A-iii) of subparagraph (A). In no event shall an order of the [Commission](/usc/15/78c.md?p=a-15) under this paragraph continue in effect for more than 30 calendar days.
    - (D) **Security futures—** If the actions described in [subparagraph (A)](#k-2-A) involve a [security futures product](/usc/15/78c.md?p=a-56), the [Commission](/usc/15/78c.md?p=a-15) shall consult with and consider the views of the Commodity Futures Trading [Commission](/usc/15/78c.md?p=a-15).
    - (E) **Exemption—** In exercising its authority under this paragraph, the [Commission](/usc/15/78c.md?p=a-15) shall not be required to comply with the provisions of—
      - (i) [section 78s(c) of this title](/usc/15/78s.md?p=c); or
      - (ii) [section 553 of title 5](/usc/5/553.md).
  - (3) **Termination of emergency actions by President—** The President may direct that action taken by the [Commission](/usc/15/78c.md?p=a-15) under [paragraph (1)(B)](#k-1-B) or paragraph (2) of this subsection shall not continue in effect.
  - (4) **Compliance with orders—** No [member](/usc/15/78c.md?p=a-3-A) of a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1), [broker](/usc/15/78c.md?p=a-4-A), or [dealer](/usc/15/78c.md?p=a-5-A) shall make use of the mails or any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17) to effect any transaction in, or to induce the [purchase](/usc/15/78c.md?p=a-13) or sale of, any [security](/usc/15/78c.md?p=a-10) in contravention of an order of the [Commission](/usc/15/78c.md?p=a-15) under this subsection unless such order has been stayed, modified, or set aside as provided in paragraph (5) of this subsection or has ceased to be effective upon direction of the President as provided in [paragraph (3)](#k-3).
  - (5) **Limitations on review of orders—** An order of the [Commission](/usc/15/78c.md?p=a-15) pursuant to this subsection shall be subject to review only as provided in [section 78y(a) of this title](/usc/15/78y.md?p=a). Review shall be based on an examination of all the information before the [Commission](/usc/15/78c.md?p=a-15) at the time such order was issued. The reviewing court shall not enter a stay, writ of mandamus, or similar relief unless the court finds, after notice and hearing before a panel of the court, that the [Commission](/usc/15/78c.md?p=a-15)’s action is arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.
  - (6) **Consultation—** Prior to taking any action described in [paragraph (1)(B)](#k-1-B), the [Commission](/usc/15/78c.md?p=a-15) shall consult with and consider the views of the Secretary of the Treasury, the [Board](/usc/15/78c.md?p=a-73) of Governors of the Federal Reserve System, and the Commodity Futures Trading [Commission](/usc/15/78c.md?p=a-15), unless such consultation is impracticable in light of the emergency.
  - (7) **Definition—** For purposes of this subsection, the term “emergency” means—
    - (A) a major market disturbance characterized by or constituting—
      - (i) sudden and excessive fluctuations of [securities](/usc/15/78c.md?p=a-10) prices generally, or a substantial threat thereof, that threaten fair and orderly markets; or
      - (ii) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of transactions in [securities](/usc/15/78c.md?p=a-10), or a substantial threat thereof; or
    - (B) a major disturbance that substantially disrupts, or threatens to substantially disrupt—
      - (i) the functioning of [securities](/usc/15/78c.md?p=a-10) markets, [investment companies](/usc/15/78c.md?p=a-12-A-iii), or any other significant portion or segment of the [securities](/usc/15/78c.md?p=a-10) markets; or
      - (ii) the transmission or processing of [securities](/usc/15/78c.md?p=a-10) transactions.
- (l) **Issuance of any security in contravention of rules and regulations; application to annuity contracts and variable life policies—** It shall be unlawful for an [issuer](/usc/15/78c.md?p=a-8), any class of whose [securities](/usc/15/78c.md?p=a-10) is registered pursuant to this section or would be required to be so registered except for the exemption from registration provided by subsection [(g)(2)(B)](#g-2-B) or [(g)(2)(G)](#g-2-G) of this section, by the use of any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17), or of the mails, to issue, either originally or upon transfer, any of such [securities](/usc/15/78c.md?p=a-10) in a form or with a format which contravenes such rules and regulations as the [Commission](/usc/15/78c.md?p=a-15) may prescribe as necessary or appropriate for the prompt and accurate clearance and settlement of transactions in [securities](/usc/15/78c.md?p=a-10). The provisions of this subsection shall not apply to variable annuity contracts or variable life policies issued by an [insurance company](/usc/15/78c.md?p=a-19) or its [separate accounts](/usc/15/78c.md?p=a-19).

## Footnotes

[^1]: So in original.
[^2]: See References in Text note below.
[^3]: So in original. Probably should be followed by a comma.

## Source credit

(June 6, 1934, ch. 404, title I, § 12, 48 Stat. 892; May 27, 1936, ch. 462, § 1, 49 Stat. 1375; Aug. 10, 1954, ch. 667, title II, § 202, 68 Stat. 686; Pub. L. 88–467, § 3, Aug. 20, 1964, 78 Stat. 565; Pub. L. 90–439, § 1, July 29, 1968, 82 Stat. 454; Pub. L. 91–547, § 28(c), Dec. 14, 1970, 84 Stat. 1435; Pub. L. 93–495, title I, § 105(b), Oct. 28, 1974, 88 Stat. 1503; Pub. L. 94–29, §§ 8, 9, June 4, 1975, 89 Stat. 117, 118; Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095; Pub. L. 100–181, title III, § 314, Dec. 4, 1987, 101 Stat. 1256; Pub. L. 101–73, title VII, § 744(u)(2), Aug. 9, 1989, 103 Stat. 441; Pub. L. 101–432, § 2, Oct. 16, 1990, 104 Stat. 963; Pub. L. 103–389, § 2, Oct. 22, 1994, 108 Stat. 4081; Pub. L. 104–62, § 4(d), Dec. 8, 1995, 109 Stat. 685; Pub. L. 106–554, § 1(a)(5) [title II, §§ 206(e), 208(b)(1), (2)], Dec. 21, 2000, 114 Stat. 2763, 2763A–431, 2763A–435; Pub. L. 107–204, § 3(b)(4), title II, § 205(c)(1), July 30, 2002, 116 Stat. 749, 774; Pub. L. 108–359, § 1(c)(2), Oct. 25, 2004, 118 Stat. 1666; Pub. L. 108–386, § 8(f)(4), Oct. 30, 2004, 118 Stat. 2232; Pub. L. 108–458, title VII, § 7803(b), (c), Dec. 17, 2004, 118 Stat. 3861, 3862; Pub. L. 111–203, title III, § 376(2), title IX, § 986(a)(2), July 21, 2010, 124 Stat. 1569, 1935; Pub. L. 112–106, title III, § 303(a), title V, §§ 501, 502, title VI, § 601(a), Apr. 5, 2012, 126 Stat. 321, 325, 326; Pub. L. 114–94, div. G, title LXXXV, § 85001(1), Dec. 4, 2015, 129 Stat. 1797.)

## Notes

### Editorial Notes

### References in Text

This chapter, referred to in subsecs. (a), (f), and (j), was in the original “this title”. See References in Text note set out under section 78a of this title.

The Securities Act of 1933, referred to in subsec. (f)(1)(G)(i)(I), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.

The effective date of this subsection, referred to in subsec. (g)(1)(B), probably means the date of enactment of Pub. L. 112–106, which amended subsec. (g) of this section and was approved Apr. 5, 2012.

The Agricultural Marketing Act, approved June 15, 1929, as amended, referred to in subsec. (g)(2)(E), is act June 15, 1929, ch. 24, 46 Stat. 11, which is classified generally to chapter 7A (§ 1141 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see section 1141j(e) of Title 12 and Tables.

Section 4(6) of the Securities Act of 1933, referred to in subsec. (g)(6), was redesignated section 4(a)(6) of that Act by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012, 126 Stat. 314, and is classified to section 77d(a)(6) of this title.

The Federal Deposit Insurance Act, referred to in subsec. (i), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see Short Title note set out under section 1811 of Title 12 and Tables.

### Amendments

2015—Subsec. (g)(1)(B). Pub. L. 114–94, § 85001(1)(A), inserted “, a savings and loan holding company (as defined in section 1467a of title 12),” after “is a bank”.

Subsec. (g)(4). Pub. L. 114–94, § 85001(1)(B), inserted “, a savings and loan holding company (as defined in section 1467a of title 12),” after “case of a bank”.

2012—Subsec. (g)(1)(A). Pub. L. 112–106, § 501, amended subpar. (A) generally. Prior to amendment, subpar. (A) read as follows: “within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; and”.

Subsec. (g)(1)(B). Pub. L. 112–106, § 601(a)(1), amended subpar. (B) generally. Prior to amendment, subpar. (B) read as follows: “within one hundred and twenty days after the last day of its first fiscal year ended after two years from July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by five hundred or more but less than seven hundred and fifty persons,”.

Subsec. (g)(4). Pub. L. 112–106, § 601(a)(2), substituted “300 persons, or, in the case of a bank or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons” for “three hundred”.

Subsec. (g)(5). Pub. L. 112–106, § 502, which directed that subsec. (g)(5) “as amended by section 302” of Pub. L. 112–106 be amended “in subparagraph (A)” by inserting at end “For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (1), the definition of ‘held of record’ shall not include securities held by persons who received the securities pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933.”, was executed by making the insertion at end of par. (5) to reflect the probable intent of Congress. Section 302 of Pub. L. 112–106 did not amend this section, and subsec. (g)(5) does not contain subpars.

Subsec. (g)(6). Pub. L. 112–106, § 303(a), added par. (6).

2010—Subsec. (i). Pub. L. 111–203, § 376(2)(C), substituted “and the Federal Deposit Insurance Corporation” for “the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision” in second sentence.

Subsec. (i)(1). Pub. L. 111–203, § 376(2)(A), inserted “and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation” after “national banks”.

Subsec. (i)(3), (4). Pub. L. 111–203, § 376(2)(B), substituted “and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation” for “(3) with respect to all other insured banks are vested in the Federal Deposit Insurance Corporation, and (4) with respect to savings associations the accounts of which are insured by the Federal Deposit Insurance Corporation are vested in the Office of Thrift Supervision”.

Subsec. (k)(7). Pub. L. 111–203, § 986(a)(2), amended par. (7) generally. Prior to amendment, par. (7) contained similar provisions defining the term “emergency” and provided that, notwithstanding section 78c(a)(47) of this title, the term “securities laws” did not include the Public Utility Holding Company Act of 1935.

2004—Subsec. (g)(2)(H)(iii). Pub. L. 108–359 added cl. (iii).

Subsec. (i)(1). Pub. L. 108–386 struck out “and banks operating under the Code of Law for the District of Columbia” after “national banks”.

Subsec. (k)(2). Pub. L. 108–458, § 7803(b)(1), amended par. (2) generally. Prior to amendment, par. (2) provided Commission authority to make emergency orders.

Subsec. (k)(6), (7). Pub. L. 108–458, § 7803(c), added pars. (6) and (7) and struck out heading and text of former par. (6). Text read as follows: “For purposes of this subsection, the term ‘emergency’ means a major market disturbance characterized by or constituting—

“(A) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets, or

“(B) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of securities, or a substantial threat thereof.”

2002—Subsec. (b)(1)(J), (K). Pub. L. 107–204, § 205(c)(1), substituted “a registered public accounting firm” for “independent public accountants”.

Subsec. (i). Pub. L. 107–204, § 3(b)(4)(B), substituted “and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title,” for “and 78p of this title,” in two places.

Pub. L. 107–204, § 3(b)(4)(A), substituted “this section and sections 78j–1(m), 78m” for “this section and sections 78m” in two places.

2000—Subsec. (a). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(1)], inserted at end “The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange.”

Subsec. (g)(5). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(2)], inserted at end “For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product.”

Subsec. (k)(1). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(1)], inserted at end “If the actions described in subparagraph (A) or (B) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.”

Subsec. (k)(2)(B). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(2)], inserted after first sentence “If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.”

1995—Subsec. (g)(2)(D). Pub. L. 104–62 inserted before period at end “; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title”.

1994—Subsec. (f)(1), (2). Pub. L. 103–389, § 2(a), added pars. (1) and (2) and struck out former pars. (1) and (2) which related to extension of unlisted trading privileges for securities originally listed on another national exchange and approval process for application for extension of such privileges, respectively.

Subsec. (f)(3). Pub. L. 103–389, § 2(b), substituted “Notwithstanding paragraph (2), the Commission” for “The Commission”.

1990—Subsec. (k). Pub. L. 101–432 amended subsec. (k) generally. Prior to amendment, subsec. (k) read as follows: “If in its opinion the public interest and the protection of investors so require, the Commission is authorized summarily to suspend trading in any security (other than an exempted security) for a period not exceeding ten days, or with the approval of the President, summarily to suspend all trading on any national securities exchange or otherwise, in securities other than exempted securities, for a period not exceeding ninety days. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security in which trading is so suspended.”

1989—Subsec. (i). Pub. L. 101–73, in first sentence, inserted “and savings associations” after “securities issued by banks”, struck out “or institutions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation” before “, the powers, functions, and duties”, inserted new cl. (4) and struck out former cl. (4) which read “with respect to institutions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation are vested in the Federal Home Loan Bank Board”, and, in second sentence, substituted “Office of Thrift Supervision” for “Federal Home Loan Bank Board”.

1987—Subsec. (m). Pub. L. 100–181 struck out subsec. (m) which read as follows: “The Commission is authorized and directed to make a study and investigation of the practice of recording the ownership of securities in the records of the issuer in other than the name of the beneficial owner of such securities to determine (1) whether such practice is consistent with the purposes of this chapter, with particular reference to subsection (g) of this section and sections 78m, 78n, 78o(d), 78p, and 78q–1 of this title, and (2) whether steps can be taken to facilitate communications between issuers and the beneficial owners of their securities while at the same time retaining the benefits of such practice. The Commission shall report to the Congress its preliminary findings within six months after June 4, 1975, and its final conclusions and recommendations within one year of such date.”

1986—Subsec. (g)(2)(H). Pub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954”, which for purposes of codification was translated as “title 26” thus requiring no change in text.

1975—Subsec. (f)(1). Pub. L. 94–29, § 8(1), added subpar. (C) and in provisions following subpar. (C), substituted “is based” for “was originally based” and “remains listed and registered on a national securities exchange” for “shall remain listed and registered on any other national securities exchange”.

Subsec. (f)(2). Pub. L. 94–29, § 8(1), substituted “after notice and opportunity for hearing” for “after appropriate notice and opportunity for hearing” and “consistent with the maintenance of fair and orderly markets and the protection of investors” for “necessary or appropriate in the public interest or for the protection of investors” in existing provisions and added the enumeration of matters to be taken into account by the Commission in considering an application for the extension of unlisted trading privileges to a security not listed and registered on a national securities exchange.

Subsec. (f)(6). Pub. L. 94–29, § 8(2), substituted “this chapter” for “section 78s(b) of this title”.

Subsecs. (j) to (m). Pub. L. 94–29, § 9, added subsecs. (j) to (m).

1974—Subsec. (i). Pub. L. 93–495 added coverage of institutions insured by the Federal Savings and Loan Insurance Corporation, cl. (4), and provisions authorizing the Federal Home Loan Bank Board to promulgate necessary rules and regulations, and substituted provisions relating to issuance of regulations in order to implement agency responsibility under this subsec. for provisions relating to the binding effect of rules, regulations, forms or orders issued or adopted by the Commission pursuant to this chapter.

1970—Subsec. (g)(2)(H). Pub. L. 91–547 added subpar. (H).

1968—Subsec. (i). Pub. L. 90–439 inserted “78n(d), 78n(f),” after “78n(c)”.

1964—Subsec. (b)(1)(I) to (L). Pub. L. 88–467, § 3(a)(1), (2), added subpar. (I) and redesignated former subpars. (I) to (K) as (J) to (L), respectively.

Subsec. (b)(3). Pub. L. 88–467, § 3(a)(3), added par. (3).

Subsec. (f)(1). Pub. L. 88–467, § 3(b), designated first par. as (1), redesignated cl. (1) as cl. (A) and substituted therein “July 1, 1964” for “March 1, 1934”, redesignated cl. (2) as cl. (B) and struck out the provision for continuation of unlisted trading privileges, which is now incorporated in concluding sentence, and struck out cl. (3) which permitted a national security exchange to extend unlisted trading privileges to any security in respect to which there was available information substantially equivalent to that available in respect to a security duly listed and registered on a national securities exchange, so long as the registration statement was effective and the reports and data continued to be filed.

Subsec. (f)(2). Pub. L. 88–467, § 3(b), designated first sentence of second par. as (2) and substituted therein “finds, after appropriate notice and opportunity for hearing, that the extension” for “finds that the continuation or extension”, and struck out second through sixth sentences of such second par. which related as follows: the second sentence, to notice and opportunity for hearing, now incorporated in par. (2); the third sentence, to conditions (respecting sufficiently widespread public distribution and sufficient public trading activity) for approval of application to extend unlisted trading privileges to any security pursuant to former clauses (2) and (3) of subsec. (f); the fourth sentence, to terms and conditions (subjecting issuer, officers, and directors of issuer, and beneficial owners of more than 10 per centum of the securities to duties equivalent to duties if the securities were registered on a national security exchange) for approval of application to extend unlisted trading privileges to any security pursuant to former clause (3) of subsec. (f); the fifth sentence, to requirement for differentiation by national security exchanges between quotations or transactions in listed securities and in securities with unlisted trading privileges, now covered by section 78s(b) of this title; the sixth sentence, to grouping under separate headings of quotations or transactions in listed securities and in securities with unlisted trading privileges, in the publication of quotations or transactions.

Subsec. (f)(3). Pub. L. 88–467, § 3(b), designated third par. as (3).

Subsec. (f)(4). Pub. L. 88–467, § 3(b), designated second sentence of fourth par. as (4), struck out “by reason of inadequate public distribution of such security in the vicinity of said exchange, or by reason of inadequate public trading activity or of the character of trading therein on said exchange,” before “such termination or suspension is necessary”, and struck out first sentence of fourth par. which provided for the termination under certain conditions of unlisted trading privileges continued for any security pursuant to former cl. (1) of subsec. (f), now incorporated in par. (1)(A) of subsec. (f).

Subsec. (f)(5), (6). Pub. L. 88–467, § 3(b), designated fifth and sixth pars. as (5) and (6).

Subsecs. (g) to (i). Pub. L. 88–467, § 3(c)–(e), added subsecs. (g) to (i).

1954—Subsec. (d). Act Aug. 10, 1954, repealed last sentence requiring that rules and regulations limit the registration of unissued security to specified cases.

1936—Subsec. (f). Act May 27, 1936, amended first par. and added subsequent pars.

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

Amendment by section 986(a)(2) of 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.

Amendment by section 376(2) of Pub. L. 111–203 effective on the transfer date, see section 351 of Pub. L. 111–203, set out as a note under section 906 of Title 2, The Congress.

### Effective Date of 2004 Amendment

Amendment by Pub. L. 108–386 effective Oct. 30, 2004, and, except as otherwise provided, applicable with respect to fiscal year 2005 and each succeeding fiscal year, see sections 8(i) and 9 of Pub. L. 108–386, set out as notes under section 321 of Title 12, Banks and Banking.

### Effective Date of 1995 Amendment

Amendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pending on or commenced after Dec. 8, 1995, that any person, security, interest, or participation of type described in Pub. L. 104–62 is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any State statute or regulation preempted as provided in section 80a–3a of this title, except as specifically provided in such statutes, see section 7 of Pub. L. 104–62, set out as a note under section 77c of this title.

### Effective Date of 1975 Amendment

Amendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title.

### Effective Date of 1970 Amendment

Amendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title.

### Effective Date of 1964 Amendment

Amendment by section 3(a), (c) of Pub. L. 88–467 effective July 1, 1964, and amendment by section 3(b), (d), (e) of Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title.

### Effective Date of 1954 Amendment

Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title.

### Rulemaking

Pub. L. 112–106, title III, § 303(b), Apr. 5, 2012, 126 Stat. 321, provided that: “The [Securities and Exchange] Commission shall issue a rule to carry out section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78c) [probably should be 15 U.S.C. 78l(g)(6)], as added by this section, not later than 270 days after the date of enactment of this Act [Apr. 5, 2012].”

Pub. L. 112–106, title V, § 503, Apr. 5, 2012, 126 Stat. 326, provided that: “The Securities and Exchange Commission shall revise the definition of ‘held of record’ pursuant to section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment made by section 502 [amending this section]. The Commission shall also adopt safe harbor provisions that issuers can follow when determining whether holders of their securities received the securities pursuant to an employee compensation plan in transactions that were exempt from the registration requirements of section 5 of the Securities Act of 1933 [15 U.S.C. 77e].”

Pub. L. 112–106, title VI, § 602, Apr. 5, 2012, 126 Stat. 327, provided that: “Not later than 1 year after the date of enactment of this Act [Apr. 5, 2012], the Securities and Exchange Commission shall issue final regulations to implement this title [amending this section and section 78o of this title] and the amendments made by this title.”

### Additional Disclosure Requirements

Pub. L. 111–203, title IX, § 953(b), July 21, 2010, 124 Stat. 1904, as amended by Pub. L. 112–106, title I, § 102(a)(3), Apr. 5, 2012, 126 Stat. 309, provided that: In general.—The Commission shall amend section 229.402 of title 17, Code of Federal Regulations, to require each issuer, other than an emerging growth company, as that term is defined in section 3(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)], to disclose in any filing of the issuer described in section 229.10(a) of title 17, Code of Federal Regulations (or any successor thereto)— the median of the annual total compensation of all employees of the issuer, except the chief executive officer (or any equivalent position) of the issuer; the annual total compensation of the chief executive officer (or any equivalent position) of the issuer; and the ratio of the amount described in subparagraph (A) to the amount described in subparagraph (B). Total compensation.—For purposes of this subsection, the total compensation of an employee of an issuer shall be determined in accordance with section 229.402(c)(2)(x) of title 17, Code of Federal Regulations, as in effect on the day before the date of enactment of this Act [July 21, 2010].”

[For definitions of “Commission” and “issuer” as used in section 953(b) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.]

### 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.