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Title 15 — Commerce and TradeRelease 119-73not60

§3904 Securities Laws

Title 15 › Chapter 65— LIABILITY RISK RETENTION › § 3904

Last updated Apr 3, 2026|Official source

Summary

Treat member ownership interests in a risk retention group as exempted securities when applying section 5 of the Securities Act of 1933 (15 U.S.C. 77e) and section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l). At the same time, treat those ownership interests as securities for the purposes of section 17 of the Securities Act of 1933 (15 U.S.C. 77q) and section 10 of the Securities Exchange Act of 1934 (15 U.S.C. 78j). Do not treat a risk retention group as an investment company under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.). Also, do not treat members’ ownership interests as securities under any state securities law (often called "blue sky" laws).

Full Legal Text

Title 15, §3904

Commerce and Trade — Source: USLM XML via OLRC

(a)The ownership interests of members in a risk retention group shall be—
(1)considered to be exempted securities for purposes of section 5 of the Securities Act of 1933 [15 U.S.C. 77e] and for purposes of section 12 of the Securities Exchange Act of 1934 [15 U.S.C. 78l]; and
(2)considered to be securities for purposes of the provisions of section 17 of the Securities Act of 1933 [15 U.S.C. 77q] and the provisions of section 10 of the Securities Exchange Act of 1934 [15 U.S.C. 78j].
(b)A risk retention group shall not be considered to be an investment company for purposes of the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.).
(c)The ownership interests of members in a risk retention group shall not be considered securities for purposes of any State blue sky law.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

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

Reference

Citations & Metadata

Citation

15 U.S.C. § 3904

Title 15 — Commerce and Trade

Last Updated

Apr 3, 2026

Release point: 119-73not60