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Title 15, Commerce and TradeRelease 119-73not60

§80a–14 Size of Investment Companies

Title 15 › Chapter 2D— INVESTMENT COMPANIES AND ADVISERS › Subchapter I— INVESTMENT COMPANIES › § 80a–14

Last updated Apr 3, 2026|Official source

Summary

An investment company formed after August 22, 1940, and its main underwriter may not sell its securities to the public unless one of three things is true: the company already has at least $100,000 in net worth; the company already sold securities to the public and had at least $100,000 net worth at that time; or, when registering under the Securities Act of 1933, the registration includes a plan that the SEC thinks is enough to make the company have $100,000 net worth. That plan must say the company won’t issue securities or take subscription money until it has firm commitments from no more than 25 responsible buyers to provide enough money so the company’s net worth reaches $100,000, that those funds will be paid in before accepting subscriptions from more than 25 people, and that any money paid (including sales charges) will be returned in full on demand if the company does not reach $100,000 net worth within 90 days after the registration is effective. If the Commission believes that big investment companies are causing investor or public-interest problems, it may study how company size affects investment choices, markets, concentration of control, and companies they invest in, and it may report its findings and recommendations to Congress.

Full Legal Text

Title 15, §80a–14

Commerce and Trade, Source: USLM XML via OLRC

(a)No registered investment company organized after August 22, 1940, and no principal underwriter for such a company, shall make a public offering of securities of which such company is the issuer, unless—
(1)such company has a net worth of at least $100,000;
(2)such company has previously made a public offering of its securities, and at the time of such offering had a net worth of at least $100,000; or
(3)provision is made in connection with and as a condition of the registration of such securities under the Securities Act of 1933 [15 U.S.C. 77a et seq.] which in the opinion of the Commission adequately insures (A) that after the effective date of such registration statement such company will not issue any security or receive any proceeds of any subscription for any security until firm agreements have been made with such company by not more than twenty-five responsible persons to purchase from it securities to be issued by it for an aggregate net amount which plus the then net worth of the company, if any, will equal at least $100,000; (B) that said aggregate net amount will be paid in to such company before any subscriptions for such securities will be accepted from any persons in excess of twenty-five; (C) that arrangements will be made whereby any proceeds so paid in, as well as any sales load, will be refunded to any subscriber on demand without any deduction, in the event that the net proceeds so received by the company do not result in the company having a net worth of at least $100,000 within ninety days after such registration statement becomes effective.
(b)The Commission is authorized, at such times as it deems that any substantial further increase in size of investment companies creates any problem involving the protection of investors or the public interest, to make a study and investigation of the effects of size on the investment policy of investment companies and on security markets, on concentration of control of wealth and industry, and on companies in which investment companies are interested, and from time to time to report the results of its studies and investigations and its recommendations to the Congress.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

The Securities Act of 1933, referred to in subsec. (a), 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.

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–14

Title 15, Commerce and Trade

Last Updated

Apr 3, 2026

Release point: 119-73not60