SEC Seeks to Extend R&D Exemption Rule: Comments Welcome
Published Date: 4/17/2026
Notice
Summary
The SEC is asking for comments to extend a rule that helps research and development (R&D) companies avoid being treated like investment companies. These companies must keep simple records showing their board agrees they’re mainly doing R&D, not investing, and have a plan to protect their money. This rule is voluntary, won’t cost much, and affects about 720,000 R&D companies nationwide.
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Analyzed Economic Effects
2 provisions identified: 1 benefits, 1 costs, 0 mixed.
Voluntary R&D Safe Harbor
Rule 3a-8 provides a voluntary safe harbor that lets research-and-development (R&D) companies avoid being treated as investment companies if their board adopts a resolution saying the company is primarily in R&D and adopts a written capital-preservation investment policy. The rule does not require any filings with the Securities and Exchange Commission and is optional for companies to rely on.
Recordkeeping Requirement and Burden Estimate
Under rule 3a-8, an R&D company relying on the safe harbor must contemporaneously record the board resolution in its minute books or comparable documents and retain those records as long as state law requires. The Commission estimates approximately 721,792 R&D companies may use the rule, believes there is no annual recordkeeping burden, but requests authorization to show an inventory of one burden hour for administrative purposes.
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