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Title 15, Commerce and TradeRelease 119-110

§77h Taking Effect of Registration Statements and Amendments Thereto

Title 15 › CHAPTER 2A — SECURITIES AND TRUST INDENTURES › SUBCHAPTER I — DOMESTIC SECURITIES › § 77h

Last updated Sep 22, 2026|Official source

Summary

The SEC usually makes a registration statement effective 20 days after it is filed, unless the SEC decides it can be made effective sooner after checking that the public has enough information, that the securities and their place in the company’s capital are clear, and that investors are protected. If you file an amendment before the statement becomes effective, the filing date is treated as the date of that amendment. An amendment filed with the SEC’s consent before effectiveness, or under an SEC order, is treated as part of the registration. If the SEC sees a registration that looks incomplete or materially wrong on its face, it can, after giving notice by personal delivery or confirmed telegraph within 10 days of filing and offering a hearing within 10 days after that notice, refuse to let it become effective until it is fixed. If the SEC later finds an untrue material fact or a missing material fact, it can give notice and a hearing within 15 days and suspend the registration by issuing a stop order. The SEC may examine books, take sworn testimony, and require certified financial statements. Failure to cooperate can lead to a stop order. Notices must be sent to the issuer, the underwriter, or a U.S. representative named in the filing, to the addresses shown in the registration.

Full Legal Text

Title 15, §77h

Commerce and Trade, Source: USLM XML via OLRC

(a)Effective date of registration statement
Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.
(b)Incomplete or inaccurate registration statement
If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.
(c)Effective date of amendment to registration statement
An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.
(d)Untrue statements or omissions in registration statement
If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective.
(e)Examination for issuance of stop order
The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.
(f)Notice requirements
Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

1940—Subsec. (a). Act Aug. 22, 1940, amended subsec. (a) generally.

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. § 77h

Title 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110