---
kind: "section"
citation: "15 U.S.C. § 80a–7"
title: "15"
title_heading: "Commerce and Trade"
number: "80a–7"
heading: "Transactions by unregistered investment companies"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/80a-7"
units:
  - "Chapter 2D — Investment Companies and Advisers"
  - "Subchapter I — Investment Companies"
---

# §80a–7. Transactions by unregistered investment companies

- (a) **Prohibition of transactions in interstate commerce by companies—** No investment [company](/usc/15/80a–2.md?p=a-8) organized or otherwise created under the laws of the United States or of a [State](/usc/15/80a–2.md?p=a-39) and having a board of [directors](/usc/15/80a–2.md?p=a-12), unless registered under [section 80a–8 of this title](/usc/15/80a–8.md), shall directly or indirectly—
  - (1) offer for sale, sell, or deliver after sale, by the use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), any [security](/usc/15/80a–2.md?p=a-36) or any interest in a [security](/usc/15/80a–2.md?p=a-36), whether the [issuer](/usc/15/80a–2.md?p=a-22) of such [security](/usc/15/80a–2.md?p=a-36) is such investment [company](/usc/15/80a–2.md?p=a-8) or another [person](/usc/15/80a–2.md?p=a-28); or offer for sale, sell, or deliver after sale any such [security](/usc/15/80a–2.md?p=a-36) or interest, having reason to believe that such [security](/usc/15/80a–2.md?p=a-36) or interest will be made the subject of a public offering by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25);
  - (2) purchase, redeem, retire, or otherwise acquire or attempt to acquire, by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), any [security](/usc/15/80a–2.md?p=a-36) or any interest in a [security](/usc/15/80a–2.md?p=a-36), whether the [issuer](/usc/15/80a–2.md?p=a-22) of such [security](/usc/15/80a–2.md?p=a-36) is such investment [company](/usc/15/80a–2.md?p=a-8) or another [person](/usc/15/80a–2.md?p=a-28);
  - (3) [control](/usc/15/80a–2.md?p=a-9) any investment [company](/usc/15/80a–2.md?p=a-8) which does any of the acts enumerated in paragraphs (1) and (2) of this subsection;
  - (4) engage in any business in [interstate commerce](/usc/15/80a–2.md?p=a-18); or
  - (5) [control](/usc/15/80a–2.md?p=a-9) any [company](/usc/15/80a–2.md?p=a-8) which is engaged in any business in [interstate commerce](/usc/15/80a–2.md?p=a-18).

  The provisions of this subsection shall not apply to transactions of an investment [company](/usc/15/80a–2.md?p=a-8) which are merely incidental to its dissolution.

- (b) **Prohibition of transactions in interstate commerce by depositors or trustees of companies—** No depositor or trustee of or underwriter for any investment [company](/usc/15/80a–2.md?p=a-8), organized or otherwise created under the laws of the United States or of a [State](/usc/15/80a–2.md?p=a-39) and not having a board of [directors](/usc/15/80a–2.md?p=a-12), unless such [company](/usc/15/80a–2.md?p=a-8) is registered under [section 80a–8 of this title](/usc/15/80a–8.md) or exempt under [section 80a–6 of this title](/usc/15/80a–6.md), shall directly or indirectly—
  - (1) offer for sale, sell, or deliver after sale, by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), any [security](/usc/15/80a–2.md?p=a-36) or any interest in a [security](/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); or offer for sale, sell, or deliver after sale any such [security](/usc/15/80a–2.md?p=a-36) or interest, having reason to believe that such [security](/usc/15/80a–2.md?p=a-36) or interest will be made the subject of a public offering by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25);
  - (2) purchase, redeem, or otherwise acquire or attempt to acquire, by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), any [security](/usc/15/80a–2.md?p=a-36) or any interest in a [security](/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); or
  - (3) sell or purchase for the account of such [company](/usc/15/80a–2.md?p=a-8), by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), any [security](/usc/15/80a–2.md?p=a-36) or interest in a [security](/usc/15/80a–2.md?p=a-36), by whomever issued.

  The provisions of this subsection shall not apply to transactions which are merely incidental to the dissolution of an investment [company](/usc/15/80a–2.md?p=a-8).

- (c) **Prohibition of transactions in interstate commerce by promoters of proposed investment companies—** No promoter of a proposed investment [company](/usc/15/80a–2.md?p=a-8), and no underwriter for such a promoter, shall make use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any preorganization certificate or subscription for such a [company](/usc/15/80a–2.md?p=a-8).
- (d) **Prohibition of transactions in interstate commerce by companies not organized under laws of the United States or a State; exceptions—** No investment [company](/usc/15/80a–2.md?p=a-8), unless organized or otherwise created under the laws of the United States or of a [State](/usc/15/80a–2.md?p=a-39), and no depositor or trustee of or underwriter for such a [company](/usc/15/80a–2.md?p=a-8) not so organized or created, shall make use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25), directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any [security](/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). Notwithstanding the provisions of this subsection and of [section 80a–8(a) of this title](/usc/15/80a–8.md?p=a), the [Commission](/usc/15/80a–2.md?p=a-7) is authorized, upon application by an investment [company](/usc/15/80a–2.md?p=a-8) organized or otherwise created under the laws of a foreign country, to issue a conditional or unconditional order permitting such [company](/usc/15/80a–2.md?p=a-8) to register under this subchapter, and to make a public offering of its [securities](/usc/15/80a–2.md?p=a-36) by use of the mails and means or instrumentalities of [interstate commerce](/usc/15/80a–2.md?p=a-18), if the [Commission](/usc/15/80a–2.md?p=a-7) finds that, by reason of special circumstances or arrangements, it is both legally and practically feasible effectively to enforce the provisions of this subchapter against such [company](/usc/15/80a–2.md?p=a-8) and that the issuance of such order is otherwise consistent with the public interest and the protection of investors.
- (e) **Disclosure by exempt charitable organizations—** Each fund that is excluded from the definition of an investment [company](/usc/15/80a–2.md?p=a-8) under [section 80a–3(c)(10)(B) of this title](/usc/15/80a–3.md?p=c-10-B) shall provide, to each donor to such fund, at the time of the donation or within 90 days after December 8, 1995, whichever is later, written information describing the material terms of the operation of such fund.

## Source credit

(Aug. 22, 1940, ch. 686, title I, § 7, 54 Stat. 802; Pub. L. 104–62, § 2(b), Dec. 8, 1995, 109 Stat. 683.)

## Notes

### Editorial Notes

### Amendments

1995—Subsec. (e). Pub. L. 104–62 added subsec. (e).

### Statutory Notes and Related Subsidiaries

### 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.

### 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.