R&D Firms Keep Optional Investment-Company Safe Harbor
Published Date: 6/22/2026
Notice
Summary
The SEC is asking to keep a rule that helps certain research and development companies avoid being labeled as investment companies, as long as their boards keep proper records and follow investment rules. This rule is optional and doesn’t cost companies extra money or require filing reports. It mainly affects R&D companies and keeps things clear and fair without adding paperwork headaches.
Analyzed Economic Effects
2 provisions identified: 2 benefits, 0 costs, 0 mixed.
Safe Harbor for R&D Companies
If you run a research and development (R&D) company, Rule 3a-8 provides a safe harbor so your company can avoid being labeled an "investment company" if your board adopts a resolution stating the company is primarily engaged in non-investment business and records that resolution contemporaneously in its minute books. The board must also adopt a written policy for the company's capital preservation investments, and records must be kept as long as state law requires.
Voluntary, Low Paperwork Requirement
The information collection under Rule 3a-8 is voluntary and does not require any filings with the SEC. The Commission estimates approximately 721,792 R&D companies may rely on the rule, believes there is no annual recordkeeping burden, and has authorized an inventory estimate of one administrative burden hour; public comments are due by July 23, 2026.
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