15 U.S.C. § 77r
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-
For purposes of this section, the following are covered securities:
A security is a covered security if such security is-
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.].
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.
A security is a covered security with respect to a transaction that is exempt from registration under this subchapter pursuant to-
Consistent with this section, the securities commission (or any agency or office performing like functions) of any State shall retain jurisdiction under the laws of such State to investigate and bring enforcement actions, in connection with securities or securities transactions2
Nothing in this section prohibits the securities commission (or any agency or office performing like functions) of any State from requiring the filing of any document filed with the Commission pursuant to this subchapter, together with annual or periodic reports of the value of securities sold or offered to be sold to persons located in the State (if such sales data is not included in documents filed with the Commission), solely for notice purposes and the assessment of any fee, together with a consent to service of process and any required fee.
Until otherwise provided by law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof, adopted after October 11, 1996, filing or registration fees with respect to securities or securities transactions shall continue to be collected in amounts determined pursuant to State law as in effect on the day before October 11, 1996.
The fees required by this subparagraph shall be paid, and all necessary supporting data on sales or offers for sales required under subparagraph (A), shall be reported on the same schedule as would have been applicable had the issuer not relied on the exemption provided in subsection (a).
During the period beginning on October 11, 1996, and ending 3 years after October 11, 1996, the securities commission (or any agency or office performing like functions) of any State may require the registration of securities issued by any issuer who refuses to pay the fees required by subparagraph (B).
For purposes of this subparagraph, delays in payment of fees or underpayments of fees that are promptly remedied shall not constitute a refusal to pay fees.
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)(1), or will be such a covered security upon completion of the transaction, or is a security of the same issuer that is equal in seniority or that is a senior security to a security that is a covered security pursuant to subsection (b)(1).
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.
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.
For purposes of this section, the following definitions shall apply:
The term "offering document"-
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.
The term "State" has the same meaning as in section 78c of this title.
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.
1See References in Text note below.
2So in original. The comma after "enforcement actions" probably should be a hyphen and the words "in connection with securities or securities transactions" probably should be part of subpar.
3So in original. Probably should be "with".
4So in original. No subpar. (E) has been enacted.
15 U.S.C. § 77r
EDITORIAL NOTES
REFERENCES IN TEXTThe Investment Company Act of 1940, referred to in subsec. (b)(2), 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. 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), Apr. 5, 2012, 126 Stat. 314.
AMENDMENTS2018-Subsec. (b)(1)(A). Pub. L. 115-174, §501(1), (4), redesignated subpar. (B) as (A) and struck out former subpar. (A) which read as follows: "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);".Subsec. (b)(1)(B). Pub. L. 115-174, §501(4), redesignated subpar. (C) as (B). Former subpar. (B) redesignated (A). Pub. L. 115-174, §501(2), inserted "a security designated as qualified for trading in the national market system pursuant to section 78k-1(a)(2) of this title that is" before "listed" and struck out "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)" after "(or tier or segment thereof)". Subsec. (b)(1)(C). Pub. L. 115-174, §501(4), redesignated subpar. (C) as (B). Pub. L. 115-174, §501(3), struck out "or (B)" after "described in subparagraph (A)". 2015-Subsec. (b)(4)(E). Pub. L. 114-94, §76001(b)(1), which directed amendment of subsec. (b)(4) by redesignating "the second subparagraph (D)" as (E), was executed by making the redesignation for the subpar. (D) relating to section 77c(a) of this title to reflect the probable intent of Congress. Former subpar. (E) redesignated (F). Subsec. (b)(4)(F). Pub. L. 114-94, §76001(b)(1), redesignated subpar. (E) as (F).Subsec. (b)(4)(G). Pub. L. 114-94, §76001(b)(2)-(4), added subpar. (G). 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 October 11, 1996. 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 October 11, 1996.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."
STATUTORY NOTES AND RELATED SUBSIDIARIES
EFFECTIVE DATE OF 2010 AMENDMENT Amendment by 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.
CLARIFICATION OF THE PRESERVATION OF STATE ENFORCEMENT AUTHORITY Pub. L. 112-106, title III, §305(b)(1), Apr. 5, 2012, 126 Stat. 322, provided that: The amendments made by subsection (a) [amending this section] relate solely to State registration, documentation, and offering requirements, as described under section 18(a) of [the] Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on other State authority to take enforcement action with regard to an issuer, funding portal, or any other person or entity using the exemption from registration provided by section 4(6) [probably means "section 4(a)(6)"] of that Act [15 U.S.C. 77d(a)(6)] ."
STUDY AND REPORT ON UNIFORMITY OF STATE REGULATORY REQUIREMENTS Pub. L. 104-290, title I, §102(b), Oct. 11, 1996, 110 Stat. 3420, provided that: "The Commission shall conduct a study, after consultation with States, issuers, brokers, and dealers, on the extent to which uniformity of State regulatory requirements for securities or securities transactions has been achieved for securities that are not covered securities (within the meaning of section 18 of the Securities Act of 1933 [15 U.S.C. 77r], as amended by paragraph (1) of this subsection). Not later than 1 year after the date of enactment of this Act [Oct. 11, 1996], the Commission shall submit a report to the Congress on the results of such study."
EXECUTIVE DOCUMENTS
TRANSFER OF FUNCTIONSFor 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.