15 U.S. Code § 77c - Classes of securities under this subchapter

(a) Exempted securities Except as hereinafter expressly provided, the provisions of this subchapter shall not apply to any of the following classes of securities:

Any territory thereof, or by the District of Columbia, or by any State of the United States, or by any political subdivision of a State or territory, or by any public instrumentality of one or more States or territories, or by any person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing; or anyInvestment Company Act of 1940 [15 U.S.C. 80a–3(c)(3)]; or any[1] of title 26) the interest on which is excludable from gross income under section 103(a)(1) [1] of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) [1] of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)),[1] paragraph (1) of such section 103(c) [1] does not apply to such security; or any interest or participation in a single trust fund, or in a collective trust fund maintained by asection 401 of title 26, (B) an annuity plan which meets the requirements for the deduction of the employer’s contributions under section 404(a)(2) of title 26, (C) a governmental plan as defined in section 414(d) of title 26 which has been established by an employer for the exclusive benefit of its employees or their beneficiaries for the purpose of distributing to such employees or their beneficiaries the corpus and income of the funds accumulated under such plan, if under such plan it is impossible, prior to the satisfaction of all liabilities with respect to such employees and their beneficiaries, for any part of the corpus or income to be used for, or diverted to, purposes other than the exclusive benefit of such employees or their beneficiaries, or (D) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in subparagraph (A), (B), (C), or (D) of this paragraph (i) the contributions under which are held in a single trust fund or in asection 401(c)(1) of title 26 (other than a person participating in a church plan who is described in section 414(e)(3)(B) of title 26), or (iii) which is a plan funded by an annuity contract described in section 403(b) of title 26 (other than a retirement income account described in section 403(b)(9) of title 26, to the extent that the interest or participation in such single trust fund or collective trust fund is issued to a church, a convention or association of churches, or an organization described in section 414(e)(3)(A) of title 26 establishing or maintaining the retirement income account or to a trust established by any such entity in connection with the retirement income account). Thesection 77e of this title any interest or participation issued in connection with a stock bonus, pension, profit-sharing, or annuity plan which covers employees some or all of whom are employees within the meaning of section 401(c)(1) of title 26, if and to the extent that the territory, or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial bankingInvestment Company Act of 1940 [15 U.S.C. 80a–1 et seq.];

Any note, draft, bill of exchange, or banker’s acceptance which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which has a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof the maturity of which is likewise limited;

Any bank, homestead association, or similar institution, which is supervised and examined by State or Federal authority having supervision over any such institution; or (B) by (i) a farmer’s cooperative organization exempt from tax under section 521 of title 26, (ii) a corporation described in section 501(c)(16) of title 26 and exempt from tax under section 501(a) of title 26, or (iii) a corporation described in section 501(c)(2) of title 26 which is exempt from tax under section 501(a) of title 26 and is organized for the exclusive purpose of holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization or corporation described in clause (i) or (ii);

Any interest in a railroad equipment trust. For purposes of this paragraph “interest in a railroad equipment trust” means any interest in an equipment trust, lease, conditional sales contract, or other similar arrangement entered into, issued, assumed, guaranteed by, or for the benefit of, a common carrier to finance the acquisition of rolling stock, including motive power;

Certificates issued by a receiver or by a trustee or debtor in possession in a case under title 11, with the approval of the court;

Any insurance or endowment policy or annuity contract or optional annuity contract, issued by a corporation subject to the supervision of the insurance commissioner, bank commissioner, or any agency or officer performing like functions, of any State or (9)

Except with respect to a commission or other remuneration is paid or given directly or indirectly for soliciting such exchange;

Except with respect to a commission or other governmental authority expressly authorized by law to grant such approval;

the acquisition occurs solely as part of a reorganization in which bank or savings association for shares of a newly formed holding company with no significant assets other than securities of thesavings association and the existing subsidiaries of thesavings association;

the bank or savings association, except for nominal changes in shareholders’ interests resulting from lawful elimination of fractional interests and the exercise of dissenting shareholders’ rights under State or Federal law;

the rights and interests of bank or savings association prior to the transaction, other than as may be required by law; and

the holding company has substantially the same assets and liabilities, on a consolidated basis, as the bank or savings association had prior to the transaction.

For purposes of this paragraph, the term “savings association” means a savings association (as defined in section 1813(b) of title 12) the deposits of which are insured by the Federal Deposit Insurance Corporation .

cleared by a clearing agency registered under section 78q–1 of this title or exempt from registration under subsection (b)(7) of such section 78q–1; and

traded on a national securities exchange or a national securities association registered pursuant to section 78o–3(a) of this title.

The aggregate offering amount of all securities offered and sold within the prior 12-month period in reliance on the exemption added in accordance with this paragraph shall not exceed $50,000,000.

The securities shall not be restricted securities within the meaning of the Federal securities laws and the regulations promulgated thereunder.

The civil liability provision in section 77l(a)(2) of this title shall apply to any person offering or selling such securities.

The issuer may solicit interest in the offering prior to filing any offering statement, on such terms and conditions as the (F)

a requirement that the issuer prepare and electronically file with the issuer’s business operations, its financial condition, its corporate governance principles, its use of investor funds, and other appropriate matters; and

disqualification provisions under which the exemption shall not be available to the issuer or its predecessors, affiliates, officers, directors, underwriters, or other related persons, which shall be substantially similar to the disqualification provisions contained in the regulations adopted in accordance with section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. 77d note).

Only the following types of securities may be exempted under a rule or regulation adopted pursuant to paragraph (2): equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.

Upon such terms and conditions as the issuer.

The Small Business Investment Act of 1958 [15 U.S.C. 661 et seq.] if it finds, having regard to the purposes of that Act, that the enforcement of this subchapter with respect to such securities is not necessary in the public interest and for the protection of investors.

Section 103 of title 26, referred to in subsec. (a)(2), which related to interest on certain governmental obligations was amended generally by Pub. L. 99–514, title XIII, § 1301(a), Oct. 22, 1986 , 100 Stat. 2602, and as so amended relates to interest on State and local bonds. Section 103(b)(2) (formerly section 103(c)(2)), which prior to the general amendment defined industrial development bond, relates to the applicability of the interest exclusion to arbitrage bonds.

The Investment Company Act of 1940, referred to in subsec. (a)(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.

April 5, 2012 , referred to in subsec. (b)(5), was in the original “the date of enactment of the Small Company Capital Formation Act of 2011”, and was translated as meaning the date of enactment of the Jumpstart Our Business Startups Act, Pub. L. 112–106, which enacted subsec. (b)(5), to reflect the probable intent of Congress .

The Small Business Investment Act of 1958, referred to in subsec. (c), is Pub. L. 85–699, Aug. 21, 1958 , 72 Stat. 689, which is classified principally to chapter 14B (§ 661 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 661 of this title and Tables.

2012—Subsec. (a)(2). Pub. L. 112–142 inserted “(other than a retirement income account described in section 403(b)(9) of title 26, to the extent that the interest or participation in such single trust fund or collective trust fund is issued to a church, a convention or association of churches, or an organization described in section 414(e)(3)(A) of title 26 establishing or maintaining the retirement income account or to a trust established by any such entity in connection with the retirement income account)” after “403(b) of title 26” and “(other than a person participating in a church plan who is described in section 414(e)(3)(B) of title 26)” after “(ii) which covers employees some or all of whom are employees within the meaning of section 401(c)(1) of title 26”.

Subsec. (b). Pub. L. 112–106 inserted subsec. heading, designated existing provisions as par. (1), inserted par. heading, and added pars. (2) to (5).

2010—Subsec. (a)(4). Pub. L. 111–203 substituted “individual,” for “individual;”.

2004—Subsec. (a)(2). Pub. L. 108–359 struck out “or” before “(C) a governmental plan” and substituted “or (D) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940, other than any plan described in subparagraph (A), (B), (C), or (D)” for “other than any plan described in clause (A), (B), or (C)”.

2000—Subsec. (a)(14). Pub. L. 106–554 added par. (14).

1999—Subsec. (a)(2). Pub. L. 106–102 substituted “or any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term ‘investment company’ under section 3(c)(3) of the Investment Company Act of 1940” for “or any interest or participation in any common trust fund or similar fund maintained by aPub. L. 104–290 added par. (13).

1994—Subsec. (a)(12). Pub. L. 103–325 added par. (12).

1987—Subsec. (a)(1). Pub. L. 100–181, § 203, substituted “Reserved.” for “AnyMay 27, 1933 , has been sold or disposed of by thePub. L. 100–181, § 204, struck out “, except that the foregoing exemption shall not apply with respect to any suchPub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954” wherever appearing, which for purposes of codification was translated as “title 26” thus requiring no change in text.

1982—Subsec. (a)(6). Pub. L. 97–261 struck out provisions relating to anyPub. L. 96–477, § 701, provided that single trust funds did not have to be maintained bysection 414(d) of title 26 and qualify for exemption from the provisions of this subchapter, and excluded from exemption plans described in cls. (A), (B), or (C) of par. (2) which were funded by annuity contracts described in section 403(b) of title 26.

Subsec. (b). Pub. L. 96–477, § 301, substituted “$5,000,000” for “$2,000,000”.

1978—Subsec. (a)(7). Pub. L. 95–598, § 306(a), substituted “or debtor in possession in a case under title 11” for “in bankruptcy”.

Subsec. (a)(9), (10). Pub. L. 95–598, § 306(b), substituted “Except with respect to aPub. L. 95–425 substituted “$2,000,000” for “$1,500,000”.

Pub. L. 95–283 substituted “$1,500,000” for “$500,000”.

1976—Subsec. (a)(6). Pub. L. 94–210 substituted provisions relating to anysection 314 of title 49 or anysection 20a of title 49.

1970—Subsec. (a)(2). Pub. L. 91–567 exempted any interest or participation in any common trust fund or similar fund maintained by asection 103(a)(1) of title 26, any interest or participation in a single or collective trust fund maintained by asection 401 of title 26, or an annuity plan which meets the requirements for the deduction of the employer’s contribution under section 404(a)(2) of title 26, directed thesection 77e of this title any interest or participation issued in connection with a stock bonus, pension, profit-sharing, or annuity plan which covers employees some or all of whom are employees within the meaning of section 401(c)(1) of title 26 if and to the extent that theInvestment Company Act of 1940.

Pub. L. 91–547, § 27(b), struck out reference to industrial development bonds the interest on which is excludable from gross income under section 103(a)(1) of title 26; and exempted from registration provisions interests or participations in common trust funds maintained by asection 401 of title 26; and interests or participations issued byPub. L. 91–373 inserted reference to industrial development bonds the interest on which is excludable from gross income under section 103(a)(1) of title 26.

Subsec. (a)(5). Pub. L. 91–547, § 27(c), designated existing provisions as cl. (A), included cooperativeRevenue Act of 1932.

Subsec. (b). Pub. L. 91–565 substituted “$500,000” for “$300,000”.

1958—Subsec. (c). Pub. L. 85–699 added subsec. (c).

1954—Subsec. (a)(11). Act Aug. 10, 1954 , inserted “offered and” before “sold”.

1945—Subsec. (b). Act May 15, 1945 , substituted “$300,000” for “$100,000”.

1938—Subsec. (a)(6). Act June 29, 1938 , reenacted par. (6) without change.

1935—Subsec. (a)(6). Act Feb. 4, 1887 , as added by act Aug. 9, 1935 , included aJune 6, 1934 , amended pars. (2), (4), and (8) and added pars. (9) to (11).

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, Effective Date of 1999 Amendment

“This subtitle [subtitle B (§§ 211–225) of title II of Pub. L. 106–102, enacting section 80b–10a of this title and amending this section and sections 78c, 80a–2, 80a–3, 80a–9, 80a–10, 80a–17, 80a–26, 80a–34, and 80b–2 of this title] shall take effect 18 months after the date of the enactment of this Act [ Nov. 12, 1999 ].”

“This Act [enacting section 80a–3a of this title, amending this section and sections 78c, 78l, 80a–3, 80a–7, and 80b–3 of this title, and enacting provisions set out as a note under section 80a–51 of this title] and the amendments made by this Act shall apply in all administrative and judicial actions pending on or commenced after the date of enactment of this Act [ Dec. 8, 1995 ], as a defense to any claim that any person,Securities Act of 1933 [15 U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], or the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.], or any State statute or regulation preempted as provided in section 6 of this Act [enacting section 80a–3a of this title], except as otherwise specifically provided in such Acts or State law.”

Except as provided in subsections (b) and (c) of this section, this Act [see Tables for classification] shall take effect on the 60th day after the date of enactment of this Act [ Sept. 20, 1982 ].

The amendment made by section 10(e)(4) of this Act [amending provisions set out as a note under former section 10706 of Title 49, Transportation] shall take effect on October 1, 1982 .

The provisions of sections 6(g) and 30 of this Act [amending former sections 10922 and 10525 of Title 49, respectively] shall take effect on the date of enactment of this Act [ Sept. 20, 1982 ].”

Amendment by Pub. L. 95–598 effective Oct. 1, 1979 , see section 402(a) of Pub. L. 95–598 set out as an Effective Date note preceding section 101 of Title 11, Bankruptcy.

“The amendments made by subsection (a) of this section [amending this section, section 77s of this title, and section 314 of former Title 49, Transportation] shall take effect on the 60th day after the date of enactment of this Act [ Feb. 5, 1976 ], but shall not apply to any bona fide offering of a Effective Date of 1970 Amendments

“The amendments made by this section [amending this section and sections 77ddd and 78c of this title] shall apply with respect to securities sold after January 1, 1970 .”

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

“The amendments made by this section [amending this section and section 78c of this title] shall apply with respect to securities sold after January 1, 1970 .”

Amendment by act Aug. 10, 1954 , effective 60 days after Aug. 10, 1954 , see note under section 77b of this title.

Section 214 of act Feb. 4, 1887 (the Interstate Commerce Act), as added Aug. 9, 1935, ch. 498, 49 Stat. 557, cited as a credit to this section, was repealed by Pub. L. 97–449, § 7(b), Jan. 12, 1983 , 96 Stat. 2443, 2444.

Further Promoting the Adoption of the NAIC Model Regulations That Enhance Protection of Seniors and Other Consumers

“(a) In General.— The Securities Act of 1933 (15 U.S.C. 77c(a)(8)) any insurance or endowment policy or annuity contract or optional annuity contract—

satisfies standard nonforfeiture laws or similar requirements of the applicable State at the time of issue; or

in the absence of applicable standard nonforfeiture laws or requirements, satisfies the Model Standard Nonforfeiture Law for Life Insurance or Model Standard Nonforfeiture Law for Individual Deferred Annuities, or any successor model law, as published by the National Association of Insurance Commissioners; and

adopts rules that govern suitability requirements in the sale of an insurance or endowment policy or annuity contract or optional annuity contract, which shall substantially meet or exceed the minimum requirements established by the Suitability in Annuity Transactions Model Regulation adopted by the National Association of Insurance Commissioners in March 2010; and

adopts rules that substantially meet or exceed the minimum requirements of any successor modifications to the model regulations described in subparagraph (A) within 5 years of the adoption by the Association of any further successors thereto; or

Nothing in this section shall be construed to affect whether any insurance or endowment policy or annuity contract or optional annuity contract that is not described in this section is or is not an exempt Securities Act of 1933 (15 U.S.C. 77c(a)(8)).”

“The provisions of the Securities Act of 1933 [this subchapter] and the Investment Company Act of 1940 [section 80a–1 et seq. of this title] shall not apply, except for purposes of definition of terms used in this section, to any interest or participation (including anyMarch 23, 1959 , by an Executive Documents

For transfer of functions of Securities and Exchange Commission , with certain exceptions, to Chairman of suchMay 24, 1950 , 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.