---
kind: "section"
citation: "15 U.S.C. § 80a–14"
title: "15"
title_heading: "Commerce and Trade"
number: "80a–14"
heading: "Size of investment companies"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/80a-14"
units:
  - "Chapter 2D — Investment Companies and Advisers"
  - "Subchapter I — Investment Companies"
---

# §80a–14. Size of investment companies

- (a) **Public offerings—** No registered investment [company](/usc/15/80a–2.md?p=a-8) organized after August 22, 1940, and no principal underwriter for such a [company](/usc/15/80a–2.md?p=a-8), shall make a public offering of [securities](/usc/15/80a–2.md?p=a-36) of which such [company](/usc/15/80a–2.md?p=a-8) is the [issuer](/usc/15/80a–2.md?p=a-22), unless—
  - (1) such [company](/usc/15/80a–2.md?p=a-8) has a net worth of at least $100,000;
  - (2) such [company](/usc/15/80a–2.md?p=a-8) has previously made a public offering of its [securities](/usc/15/80a–2.md?p=a-36), and at the time of such offering had a net worth of at least $100,000; or
  - (3) provision is made in connection with and as a condition of the registration of such [securities](/usc/15/80a–2.md?p=a-36) under the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] which in the opinion of the [Commission](/usc/15/80a–2.md?p=a-7) adequately insures (A) that after the effective date of such registration statement such [company](/usc/15/80a–2.md?p=a-8) will not issue any [security](/usc/15/80a–2.md?p=a-36) or receive any proceeds of any subscription for any [security](/usc/15/80a–2.md?p=a-36) until firm [agreements](/usc/15/7a.md?p=2) have been made with such [company](/usc/15/80a–2.md?p=a-8) by not more than twenty-five responsible [persons](/usc/15/80a–2.md?p=a-28) to purchase from it [securities](/usc/15/80a–2.md?p=a-36) to be issued by it for an aggregate net amount which plus the then net worth of the [company](/usc/15/80a–2.md?p=a-8), if any, will equal at least $100,000; (B) that said aggregate net amount will be paid in to such [company](/usc/15/80a–2.md?p=a-8) before any subscriptions for such [securities](/usc/15/80a–2.md?p=a-36) will be accepted from any [persons](/usc/15/80a–2.md?p=a-28) in excess of twenty-five; (C) that arrangements will be made whereby any proceeds so paid in, as well as any [sales load](/usc/15/80a–2.md?p=a-35), will be refunded to any subscriber on demand without any deduction, in the event that the net proceeds so received by the [company](/usc/15/80a–2.md?p=a-8) do not result in the [company](/usc/15/80a–2.md?p=a-8) having a net worth of at least $100,000 within ninety days after such registration statement becomes effective.

  At any time after the occurrence of the event specified in clause (C) of paragraph (3) of this subsection the [Commission](/usc/15/80a–2.md?p=a-7) may issue a stop order suspending the effectiveness of the registration statement of such [securities](/usc/15/80a–2.md?p=a-36) under the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] and may suspend or revoke the registration of such [company](/usc/15/80a–2.md?p=a-8) under this subchapter.

- (b) **Study on effects of size—** The [Commission](/usc/15/80a–2.md?p=a-7) is authorized, at such times as it deems that any substantial further increase in size of investment [companies](/usc/15/80a–2.md?p=a-8) creates any problem involving the protection of investors or the public interest, to make a study and investigation of the effects of size on the investment policy of investment [companies](/usc/15/80a–2.md?p=a-8) and on [security](/usc/15/80a–2.md?p=a-36) markets, on concentration of [control](/usc/15/80a–2.md?p=a-9) of wealth and industry, and on [companies](/usc/15/80a–2.md?p=a-8) in which investment [companies](/usc/15/80a–2.md?p=a-8) are interested, and from time to time to report the results of its studies and investigations and its recommendations to the Congress.

## Source credit

(Aug. 22, 1940, ch. 686, title I, § 14, 54 Stat. 811.)

## Notes

### Editorial Notes

### References in Text

The Securities Act of 1933, referred to in subsec. (a), 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.

### 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.