Title 15 — Commerce and TradeRelease 119-73
§80a–24 Registration of securities under Securities Act of 1933
Title 15 › Chapter CHAPTER 2D— - INVESTMENT COMPANIES AND ADVISERS › Subchapter SUBCHAPTER I— - INVESTMENT COMPANIES › § 80a–24
Summary
A registered investment company may register its own securities with the SEC by using a shorter filing instead of the full registration form. The company can give the SEC copies or parts of the reports and registration statements it already files under the Investment Company Act, plus any extra information or a prospectus the SEC requires. Registered open-end companies, unit investment trusts, and face-amount certificate companies (or their underwriters) cannot send sales ads or similar materials to potential investors by mail or across state lines unless they file three copies with the SEC, either before sending them or within 10 days after. The SEC can also require prospectuses for certain payment or face-amount certificates to be written in a specific order and to include summaries to protect investors. Usual exemptions in the Securities Act (including those in section 3(a)(8), section 3(a)(11), and section 4(3)) generally do not apply to securities issued by investment companies, and the SEC can set rules or limits where needed. When a registration is amended, the SEC treats the effective date of the latest amendment as the effective date for any securities sold after that amendment. A security is not treated as honestly offered to the public before that latest amendment is effective. Face-amount certificate companies, open-end management companies, and unit investment trusts are treated as having registered an unlimited amount of securities when their registration becomes effective. Within 90 days after each fiscal year ends, those companies must pay a registration fee based on the total sales price of securities sold under that unlimited registration during the year, reduced by redemptions or repurchases as the law explains (including a special rule tied to amounts from the year ending not more than 1 year before October 11, 1996). Late payments must include interest at the Treasury tax and loan account rate. The SEC may make rules to carry out these requirements and may allow a different form of prospectus for registered investment company securities when it thinks it is needed to protect investors.
Full Legal Text
Title 15, §80a–24
Commerce and Trade — Source: USLM XML via OLRC
(a)In registering under the Securities Act of 1933 [15 U.S.C. 77a et seq.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [15 U.S.C. 77aa], may file a registration statement containing the following information and documents:
(1)such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to section 80a–29 of this title or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and
(2)such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.
(b)It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective investors unless three copies of the full text thereof have been filed with the Commission or are filed with the Commission within ten days thereafter:
(1)any registered open-end company;
(2)any registered unit investment trust; or
(3)any registered face-amount certificate company.
(c)In addition to the powers relative to prospectuses granted the Commission by section 10 of the Securities Act of 1933 [15 U.S.C. 77j], the Commission is authorized to require, by rules and regulations or order, that the information contained in any prospectus relating to any periodic payment plan certificate or face-amount certificate registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.], on or after the effective date of this subchapter be presented in such form and order of items, and such prospectus contain such summaries of any portion of such information, as are necessary or appropriate in the public interest or for the protection of investors.
(d)The exemption provided by paragraph (8) of section 3(a) of the Securities Act of 1933 [15 U.S.C. 77c(a)(8)] shall not apply to any security of which an investment company is the issuer. The exemption provided by paragraph (11) of said section 3(a) [15 U.S.C. 77c(a)(11)] shall not apply to any security of which a registered investment company is the issuer. The exemption provided by section 4(3) 11 See References in Text note below. of the Securities Act of 1933 [15 U.S.C. 77d(a)(3)] shall not apply to any transaction in a security issued by a face-amount certificate company or in a redeemable security issued by an open-end management company or unit investment trust if any other security of the same class is currently being offered or sold by the issuer or by or through an underwriter in a distribution which is not exempted from section 5 of said Act [15 U.S.C. 77e], except to such extent and subject to such terms and conditions as the Commission, having due regard for the public interest and the protection of investors, may prescribe by rules or regulations with respect to any class of persons, securities, or transactions.
(e)For the purposes of section 11 of the Securities Act of 1933, as amended [15 U.S.C. 77k] the effective date of the latest amendment filed shall be deemed the effective date of the registration statement with respect to securities sold after such amendment shall have become effective. For the purposes of section 13 of the Securities Act of 1933, as amended [15 U.S.C. 77m], no such security shall be deemed to have been bona fide offered to the public prior to the effective date of the latest amendment filed pursuant to this subsection. Except to the extent the Commission otherwise provides by rules or regulations as appropriate in the public interest or for the protection of investors, no prospectus relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust which varies for the purposes of subsection (a)(3) of section 10 of the Securities Act of 1933 [15 U.S.C. 77j(a)(3)] from the latest prospectus filed as a part of the registration statement shall be deemed to meet the requirements of said section 10 [15 U.S.C. 77j] unless filed as part of an amendment to the registration statement under said Act [15 U.S.C. 77a et seq.] and such amendment has become effective.
(f)(1)Upon the effective date of its registration statement, as provided by section 8 of the Securities Act of 1933 [15 U.S.C. 77h], a face-amount certificate company, open-end management company, or unit investment trust, shall be deemed to have registered an indefinite amount of securities.
(2)Not later than 90 days after the end of the fiscal year of a company or trust referred to in paragraph (1), the company or trust, as applicable, shall pay a registration fee to the Commission, calculated in the manner specified in section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)], based on the aggregate sales price for which its securities (including, for purposes of this paragraph, all securities issued pursuant to a dividend reinvestment plan) were sold pursuant to a registration of an indefinite amount of securities under this subsection during the previous fiscal year of the company or trust, reduced by—
(A)the aggregate redemption or repurchase price of the securities of the company or trust during that year; and
(B)the aggregate redemption or repurchase price of the securities of the company or trust during any prior fiscal year ending not more than 1 year before October 11, 1996, that were not used previously by the company or trust to reduce fees payable under this section.
(3)A company or trust paying the fee required by this subsection or any portion thereof more than 90 days after the end of the fiscal year of the company or trust shall pay to the Commission interest on unpaid amounts, at the average investment rate for Treasury tax and loan accounts published by the Secretary of the Treasury pursuant to section 3717(a) of title 31. The payment of interest pursuant to this paragraph shall not preclude the Commission from bringing an action to enforce the requirements of paragraph (2).
(4)The Commission may adopt rules and regulations to implement this subsection.
(g)In addition to any prospectus permitted or required by section 10(a) of the Securities Act of 1933 [15 U.S.C. 77j(a)], the Commission shall permit, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, the use of a prospectus for purposes of section 5(b)(1) of that Act [15 U.S.C. 77e(b)(1)] with respect to securities issued by a registered investment company. Such a prospectus, which may include information the substance of which is not included in the prospectus specified in section 10(a) of the Securities Act of 1933, shall be deemed to be permitted by section 10(b) of that Act [15 U.S.C. 77j(b)].
Legislative History
Notes & Related Subsidiaries
Editorial Notes
References in Text
The Securities Act of 1933, referred to in subsecs. (a), (c), and (e), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables. For the
Effective Date
of this subchapter, referred to in subsec. (c), see section 80a–52 of this title. section 4(3) of the Securities Act of 1933, referred to in subsec. (d), was redesignated section 4(a)(3) of that Act by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012, 126 Stat. 314, and is classified to section 77d(a)(3) of this title.
Amendments
1996—Subsec. (e). Pub. L. 104–290, § 203(a), substituted “For” for “(3) For”, struck out “pursuant to this subsection or otherwise” before “shall be deemed the
Effective Date
of the registration statement”, and struck out pars. (1) and (2) which read as follows: “(1) A registration statement under the Securities Act of 1933 relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust may be amended after its
Effective Date
so as to increase the securities specified therein as proposed to be offered. At the time of filing such amendment there shall be paid to the Commission a fee, calculated in the manner specified in section 6(b) of said Act, with respect to the additional securities therein proposed to be offered. “(2) The filing of such an amendment to a registration statement under the Securities Act of 1933 shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under paragraph (1) of this subsection.” Subsec. (f). Pub. L. 104–290, § 203(b), inserted heading and amended text generally. Prior to amendment, text read as follows: “In the case of securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust, which are sold in an amount in excess of the number of securities included in an effective registration statement of any such company, such company may, in accordance with such
Rules and Regulations
as the Commission shall adopt as it deems necessary or appropriate in the public interest or for the protection of investors, elect to have the registration of such securities deemed effective as of the time of their sale, upon payment to the Commission, within six months after any such sale, of a registration fee of three times the amount of the fee which would have otherwise been applicable to such securities. Upon any such election and payment, the registration statement of such company shall be considered to have been in effect with respect to such shares. The Commission may also adopt
Rules and Regulations
as it deems necessary or appropriate in the public interest or for the protection of investors to permit the registration of an indefinite number of the securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust.” Subsec. (g). Pub. L. 104–290, § 204, added subsec. (g). 1987—Subsec. (d). Pub. L. 100–181 struck out “, except a security sold or disposed of by the issuer or bona fide offered to the public prior to the
Effective Date
of this subchapter and with respect to a security so sold, disposed of, or offered, shall not apply to any new offering thereof on or after the
Effective Date
of this subchapter” at end of second sentence. 1970—Subsec. (d). Pub. L. 91–547, § 13(a), substituted “section 4(3) of the Securities Act of 1933” for “the third clause of section 4(1) of the Securities Act of 1933” and struck out the comma before “if any”. Subsec. (f). Pub. L. 91–547, § 13(b), added subsec. (f). 1954—Subsec. (d). Act Aug. 10, 1954, § 402, inserted provision making dealer’s exemption contained in third clause of section 77d(1) of this title inapplicable to transactions in the securities of investment companies that are offered to the public on a continuous basis, subject to certain exceptions. Subsec. (e). Act Aug. 10, 1954, § 403, added subsec. (e).
Statutory Notes and Related Subsidiaries
Effective Date
of 1996 Amendment Pub. L. 104–290, title II, § 203(c), Oct. 11, 1996, 110 Stat. 3428, provided that: “The
Amendments
made by this section [amending this section] shall become effective on the earlier of— “(1) 1 year after the date of enactment of this Act [Oct. 11, 1996]; or “(2) the
Effective Date
of final rules or
Regulations
issued in accordance with section 24(f) of the Investment Company Act of 1940 [subsec. (f) of this section], as amended by this section.”
Effective Date
of 1970 AmendmentAmendment 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.
Effective Date
of 1954 AmendmentAmendment by act Aug. 10, 1954, effective sixty days after Aug. 10, 1954, see note under section 77b of this title.
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.
Reference
Citations & Metadata
Citation
15 U.S.C. § 80a–24
Title 15 — Commerce and Trade
Last Updated
Apr 6, 2026
Release point: 119-73