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United States Code (Last Updated: May 24, 2014) |
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Title 15. COMMERCE AND TRADE |
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Chapter 2A. SECURITIES AND TRUST INDENTURES |
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SubChapter I. DOMESTIC SECURITIES |
§ 77r. Exemption from State regulation of securities offerings
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(a) Scope of exemption Except as otherwise provided in this section, no law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof— (1) requiring, or with respect to, registration or qualification of securities, or registration or qualification of securities transactions, shall directly or indirectly apply to a security that— (A) is a covered security; or (B) will be a covered security 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 described in subsection (b) of this section, any offering document that is prepared by or on behalf of the issuer; or (B) any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be and is filed with the Commission or any national securities organization registered under section 78o–3 of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the State of incorporation of the issuer; or (3) shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1). (b) Covered securities For purposes of this section, the following are covered securities: (1) Exclusive Federal registration of nationally traded securities A security is a covered security if such security is— (A) 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); (B) listed, or authorized for listing, on a national securities exchange (or tier or segment thereof) 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); or (C) a security of the same issuer that is equal in seniority or that is a senior security to a security described in subparagraph (A) or (B). (2) Exclusive Federal registration of investment companies A security is a covered security if such security is a security issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.].
(3) Sales to qualified purchasers A security is a covered security with respect to the offer or sale of the security to qualified purchasers, as defined by the Commission by rule. In prescribing such rule, the Commission may define the term “qualified purchaser” differently with respect to different categories of securities, consistent with the public interest and the protection of investors.
(4) Exemption in connection with certain exempt offerings A security is a covered security with respect to a transaction that is exempt from registration under this subchapter pursuant to— (A) paragraph (1) or (3) of section 77d Fees not permitted on crowdfunded securities Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(4)(B), or will be such a covered security upon completion of the transaction, except for the securities commission (or any agency or office performing like functions) of the State of the principal place of business of the issuer, or any State 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” includes the District of Columbia and the territories of the United States.
(3) Enforcement of requirements Nothing in this section shall prohibit the securities commission (or any agency or office performing like functions) of any State from suspending the offer or sale of securities within such State 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” in section 77b(a)(10) of this title, but without regard to the provisions of subparagraphs (a) and (b) of that section; and (B) includes a communication that is not deemed to offer a security pursuant to a rule of the Commission. (2) Prepared by or on behalf of the issuer Not later than 6 months after
October 11, 1996 , the Commission shall, by rule, define the term “prepared by or on behalf of the issuer” for purposes of this section.(3) State The term “State” has the same meaning as in section 78c of this title.
(4) Senior security The term “senior security” means any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.
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, as amended, 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),
Amendments
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
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
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.”
Effective Date Of Amendment
Amendment by Pub. L. 111–203 effective 1 day after
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.
Miscellaneous
Pub. L. 112–106, title III, § 305(b)(1),
Pub. L. 104–290, title I, § 102(b),