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Title 15, Commerce and TradeRelease 119-110

§80a–7 Transactions by Unregistered Investment Companies

Title 15 › CHAPTER 2D — INVESTMENT COMPANIES AND ADVISERS › SUBCHAPTER I — INVESTMENT COMPANIES › § 80a–7

Last updated Sep 22, 2026|Official source

Summary

Unregistered investment companies must not use the mail or any form of interstate commerce to buy, sell, or offer securities or interests in securities. If a company has a board of directors and is not registered, it cannot sell or deliver securities, try to buy or redeem them, run or control another company that does those things, or do business across state lines. Small exceptions apply for actions that only happen when the company is breaking up. If a company has no board (for example, is run by a depositor, trustee, or underwriter) and is not registered or exempt, those people also may not use the mail or interstate commerce to sell, offer, or buy securities the company issued, or to trade securities for the company. Promoters of a proposed investment company may not use the mail or interstate commerce to sell or offer preorganization certificates or subscriptions in a public offering. A company not set up under U.S. or state law may not use the mail or interstate commerce to offer securities in a public offering, unless the Securities and Exchange Commission allows it to register because it can enforce the rules and it is in the public interest. Charitable funds that are excluded from being called investment companies must give each donor written information about how the fund works when the gift is made or within 90 days after December 8, 1995, whichever is later.

Full Legal Text

Title 15, §80a–7

Commerce and Trade, Source: USLM XML via OLRC

(a)Prohibition of transactions in interstate commerce by companies
No investment company organized or otherwise created under the laws of the United States or of a State and having a board of directors, unless registered under section 80a–8 of this title, shall directly or indirectly—
(1)offer for sale, sell, or deliver after sale, by the use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security, whether the issuer of such security is such investment company or another person; or offer for sale, sell, or deliver after sale any such security or interest, having reason to believe that such security or interest will be made the subject of a public offering by use of the mails or any means or instrumentality of interstate commerce;
(2)purchase, redeem, retire, or otherwise acquire or attempt to acquire, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security, whether the issuer of such security is such investment company or another person;
(3)control any investment company which does any of the acts enumerated in paragraphs (1) and (2) of this subsection;
(4)engage in any business in interstate commerce; or
(5)control any company which is engaged in any business in interstate commerce.
The provisions of this subsection shall not apply to transactions of an investment company which are merely incidental to its dissolution.
(b)Prohibition of transactions in interstate commerce by depositors or trustees of companies
No depositor or trustee of or underwriter for any investment company, organized or otherwise created under the laws of the United States or of a State and not having a board of directors, unless such company is registered under section 80a–8 of this title or exempt under section 80a–6 of this title, shall directly or indirectly—
(1)offer for sale, sell, or deliver after sale, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or offer for sale, sell, or deliver after sale any such security or interest, having reason to believe that such security or interest will be made the subject of a public offering by use of the mails or any means or instrumentality of interstate commerce;
(2)purchase, redeem, or otherwise acquire or attempt to acquire, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or
(3)sell or purchase for the account of such company, by use of the mails or any means or instrumentality of interstate commerce, any security or interest in a security, by whomever issued.
The provisions of this subsection shall not apply to transactions which are merely incidental to the dissolution of an investment company.
(c)Prohibition of transactions in interstate commerce by promoters of proposed investment companies
No promoter of a proposed investment company, and no underwriter for such a promoter, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any preorganization certificate or subscription for such a company.
(d)Prohibition of transactions in interstate commerce by companies not organized under laws of the United States or a State; exceptions
No investment company, unless organized or otherwise created under the laws of the United States or of a State, and no depositor or trustee of or underwriter for such a company not so organized or created, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any security of which such company is the issuer. Notwithstanding the provisions of this subsection and of section 80a–8(a) of this title, the Commission is authorized, upon application by an investment company organized or otherwise created under the laws of a foreign country, to issue a conditional or unconditional order permitting such company to register under this subchapter, and to make a public offering of its securities by use of the mails and means or instrumentalities of interstate commerce, if the Commission finds that, by reason of special circumstances or arrangements, it is both legally and practically feasible effectively to enforce the provisions of this subchapter against such company and that the issuance of such order is otherwise consistent with the public interest and the protection of investors.
(e)Disclosure by exempt charitable organizations
Each fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title shall provide, to each donor to such fund, at the time of the donation or within 90 days after December 8, 1995, whichever is later, written information describing the material terms of the operation of such fund.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

1995—Subsec. (e). Pub. L. 104–62 added subsec. (e).

Statutory Notes and Related Subsidiaries

Effective Date

of 1995 AmendmentAmendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pending on or commenced after Dec. 8, 1995, that any person, security, interest, or participation of type described in Pub. L. 104–62 is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any State statute or regulation preempted as provided in section 80a–3a of this title, except as specifically provided in such statutes, see section 7 of Pub. L. 104–62, set out as a note under section 77c 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–7

Title 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110