15 USC 77 - Definitions; promotion of efficiency, competition, and capital formation

1 So in original.

such communication was sent or given to the person to whom the communication was made, and (span) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of

Amendment of Subsection (a)(1)

Puspan. L. 119–27, §§ 4(span)(2), 20, July 18, 2025, 139 Stat. 434, 466, provided that, effective on the earlier of the date that is 18 months after July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final regulations implementing Puspan. L. 119–27, subsection (a)(1) of this section is amended by adding at the end the following: “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.”See 2025 Amendment note below.

Editorial Notes

References in Text

The Investment Company Act of 1940, referred to in subsec. (a)(15)(i), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.

The Employee Retirement Income Security Act of 1974, referred to in subsec. (a)(15)(i), is Puspan. L. 93–406, Sept. 2, 1974, 88 Stat. 829, which is classified principally to chapter 18 (§ 1001 et seq.) of Title 29, Labor. For complete classification of this Act to the Code, see Short Title note set out under section 1001 of Title 29 and Tables.

Codification

Words “Philippine Islands” deleted from definition of term “Territory” under authority of Proc. No. 2695, eff. July 4, 1946, 11 F.R. 7517, 60 Stat. 1352, which granted independence to the Philippine Islands. Proc. No. 2695 was issued pursuant to section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section.

Amendments

2025—Subsec. (a)(1). Puspan. L. 119–27 inserted at end “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.”

2012—Subsec. (a)(3). Puspan. L. 112–106, § 105(a), inserted at end “The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph (10) of this subsection and section 77e(c) of this title not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term ‘research report’ means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.”

Subsec. (a)(19). Puspan. L. 112–106, § 101(a), added par. (19).

2010—Subsec. (a)(1). Puspan. L. 111–203, § 768(a)(1), inserted “security-based swap,” after “security future,”.

Subsec. (a)(3). Puspan. L. 111–203, § 768(a)(2), inserted at end “Any offer or sale of a security-based swap by or on behalf of the issuer of the securities upon which such security-based swap is based or is referenced, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell such securities.”

Subsec. (a)(17), (18). Puspan. L. 111–203, § 768(a)(3), added pars. (17) and (18).

2000—Subsec. (a)(1). Puspan. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(A)], inserted “security future,” after “treasury stock,”.

Subsec. (a)(3). Puspan. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(B)], inserted at end “Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities.”

Subsec. (a)(16). Puspan. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(C)], added par. (16).

1998—Subsec. (a)(15)(i). Puspan. L. 105–353 made technical amendment to reference in original act which appears in text as reference to section 77c(a)(2) of this title and inserted “of this subsection” after “paragraph (13)”.

1996—Puspan. L. 104–290 designated existing provisions as subsec. (a), inserted span, and added subsec. (span).

1987—Par. (5). Puspan. L. 100–181, § 201, substituted “Securities and Exchange Commission” for “Federal Trade Commission”.

Par. (6). Puspan. L. 100–181, § 202, struck out reference to Canal Zone.

1982—Par. (1). Puspan. L. 97–303 inserted “any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency,” after “mineral rights,”.

1980—Par. (15). Puspan. L. 96–477 added par. (15).

1970—Pars. (13), (14). Puspan. L. 91–547 added pars. (13) and (14).

1960—Par. (6). Puspan. L. 86–624 struck out reference to Hawaii.

1959—Par. (6). Puspan. L. 86–70 struck out reference to Alaska.

1954—Act Aug. 10, 1954, in pars. (3), (8), (10), and (11), redefined term “sale” so as to distinguish between “offers” and “sales”, clarified definition of “registration statement”, and conformed definition of “prospectus” to changes made by act Aug. 10, 1954, to sections 77e and 77j of this title.

1934—Act June 6, 1934, amended pars. (1), (4), and (10).

Statutory Notes and Related Subsidiaries

Effective Date of 2025 Amendment

Amendment by Puspan. L. 119–27 effective on the earlier of the date that is 18 months after July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final regulations implementing Puspan. L. 119–27, see section 20 of Puspan. L. 119–27, set out as an Effective Date note under section 5901 of Title 12, Banks and Banking.

Effective Date of 2012 Amendment

Puspan. L. 112–106, title I, § 101(d), Apr. 5, 2012, 126 Stat. 308, provided that: “Notwithstanding section 2(a)(19) of the Securities Act of 1933 [15 U.S.C. 77span(a)(19)] and section 3(a)(80) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(80)], an issuer shall not be an emerging growth company for purposes of such Acts [15 U.S.C. 77a et seq., 78a et seq.] if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act of 1933 [15 U.S.C. 77a et seq.] occurred on or before December 8, 2011.”

Effective Date of 2010 Amendment

Puspan. L. 111–203, title VII, § 774, July 21, 2010, 124 Stat. 1802, provided that: “Unless otherwise provided, the provisions of this subtitle [subtitle B (§§ 761–774) of title VII of Puspan. L. 111–203, enacting subchapter II (§ 8341 et seq.) of chapter 109 and sections 78c–3 to 78c–5, 78j–2, 78m–1, and 78o–10 of this title, amending this section and sections 77span–1, 77e, 77q, 78c, 78c–1, 78f, 78i, 78j, 78m, 78o, 78p, 78q–1, 78t, 78u–1, 78u–2, 78bspan, 78dd, 78mm, 80a–2, and 80span–2 of this title, and amending provisions set out as a note under section 78c of this title] shall take effect on the later of 360 days after the date of the enactment of this subtitle [July 21, 2010] or, to the extent a provision of this subtitle requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of this subtitle.”

Effective Date of 1970 Amendment

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

Effective Date of 1954 Amendment

Act Aug. 10, 1954, ch. 667, § 501, 68 Stat. 689, provided that: “This Act [amending this section and sections 77c to 77e, 77j, 77l, 77q, 77v, 77ccc to 77fff, 77xxx, 78k, 78l, 80a–2 and 80a–24 of this title] shall take effect sixty days after the date of its enactment [Aug. 10, 1954].”

Adjusting the Accredited Investor Standard

Puspan. L. 111–203, title IV, § 413, July 21, 2010, 124 Stat. 1577, provided that:

“(a)In General.—The [Securities and Exchange] Commission shall adjust any net worth standard for an accredited investor, as set forth in the rules of the Commission under the Securities Act of 1933 [15 U.S.C. 77a et seq.], so that the individual net worth of any natural person, or joint net worth with the spouse of that person, at the time of purchase, is more than $1,000,000 (as such amount is adjusted periodically by rule of the Commission), excluding the value of the primary residence of such natural person, except that during the 4-year period that begins on the date of enactment of this Act [July 21, 2010], any net worth standard shall be $1,000,000, excluding the value of the primary residence of such natural person.

“(span)Review and Adjustment.—

“(1)Initial review and adjustment.—

“(A)Initial review.—The Commission may undertake a review of the definition of the term ‘accredited investor’, as such term applies to natural persons, to determine whether the requirements of the definition, excluding the requirement relating to the net worth standard described in subsection (a), should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy.

“(B)Adjustment or modification.—Upon completion of a review under subparagraph (A), the Commission may, by notice and comment rulemaking, make such adjustments to the definition of the term ‘accredited investor’, excluding adjusting or modifying the requirement relating to the net worth standard described in subsection (a), as such term applies to natural persons, as the Commission may deem appropriate for the protection of investors, in the public interest, and in light of the economy.

“(2)Subsequent reviews and adjustment.—

“(A)Subsequent reviews.—Not earlier than 4 years after the date of enactment of this Act [July 21, 2010], and not less frequently than once every 4 years thereafter, the Commission shall undertake a review of the definition, in its entirety, of the term ‘accredited investor’, as defined in section 230.215 of title 17, Code of Federal Regulations, or any successor thereto, as such term applies to natural persons, to determine whether the requirements of the definition should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy.

“(B)Adjustment or modification.—Upon completion of a review under subparagraph (A), the Commission may, by notice and comment rulemaking, make such adjustments to the definition of the term ‘accredited investor’, as defined in section 230.215 of title 17, Code of Federal Regulations, or any successor thereto, as such term applies to natural persons, as the Commission may deem appropriate for the protection of investors, in the public interest, and in light of the economy.”

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.