# 17 CFR Part 230 — General Rules and Regulations, Securities Act of 1933 (SEC; incl. Regulation D private-placement exemptions)

URL: https://consilena.com/coverage/laws/ksrc_aq08jzd7pmyavey5

- Jurisdiction: United States
- Type: Regulation
- Identifier: /us/cfr/t17/pt230
- Current as of: 1 July 2024
- Provisions: 208
- Official text: https://www.govinfo.gov/bulkdata/CFR/2024/title-17/CFR-2024-title17-vol3.xml

> The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law.

## Provisions

- **§ 230.259 Withdrawal or abandonment of offering statements.**: (a) Withdrawal . If none of the securities that are the subject of an offering statement has been…
- **§ 230.500 Use of Regulation D.**: Users of Regulation D (§§ 230.500 et seq. ) should note the following: (a) Regulation D relates to transactions exempted from…
- **§ 230.801 Exemption in connection with a rights offering.**: A rights offering is exempt from the provisions of Section 5 of the Act (15 U.S.C. 77e), so long as…
- **§ 230.122 Non-disclosure of information obtained in the course of examinations and investigations.**: Information or documents obtained by officers or employees…
- **§ 230.475 Amendment filed with consent of Commission.**: An application for the Commission's consent to the filing of an amendment with the effect provided in…
- **§ 230.240 Exemption for certain security-based swaps.**: (a) Except as expressly provided in paragraph (b) of this section, the Act does not apply to the offer or…
- **§ 230.215 Accredited investor.**: The term accredited investor as used in section 2(a)(15)(ii) of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)(ii)) shall have…
- **§ 230.478 Powers to amend or withdraw registration statement.**: All persons signing a registration statement shall be deemed, in the absence of a statement to…
- **§ 230.403 Requirements as to paper, printing, language and pagination.**: (a) Registration statements, applications and reports shall be filed on good quality…
- **§ 230.261 Definitions.**: As used in this Regulation A, all terms have the same meanings as in Rule 405 (§ 230.405), except that all references to registrant in…
- **§ 230.494 Newspaper prospectuses.**: (a) This section shall apply only to newspaper prospectuses relating to securities, as to which a registration statement has…
- **§ 230.147A Intrastate sales exemption.**: (a) Scope of the exemption. Offers and sales by or on behalf of an issuer of its securities made in accordance with this…
- **§ 230.501 Definitions and terms used in Regulation D.**: As used in Regulation D (§ 230.500 et seq. of this chapter), the following terms shall have the meaning…
- **§ 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.**: (a) Registered…
- **§ 230.455 Place of filing.**: All registration statements and other papers filed with the Commission shall be filed at its principal office. Such material may be…
- **§ 230.160 Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.**: A prospectus for an…
- **§ 230.157 Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.**: For purposes of Commission rulemaking in accordance with the…
- **§ 230.413 Registration of additional securities and additional classes of securities.**: (a) Except as provided in section 24(f) of the Investment Company Act of…
- **§ 230.165 Offers made in connection with a business combination transaction.**: Preliminary Note: This section is available only to communications relating to…
- **§ 230.176 Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.**: § 230.176 Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the…
- **§ 230.418 Supplemental information.**: (a) The Commission or its staff may, where it is deemed appropriate, request supplemental information concerning the…
- **§ 230.430A Prospectus in a registration statement at the time of effectiveness.**: (a) The form of prospectus filed as part of a registration statement that is…
- **§ 230.492 Omissions from prospectuses.**: In the case of a security for which a registration statement conforming to Schedule B is in effect, the following…
- **§ 230.507 Disqualifying provision relating to exemptions under §§ 230.504 and 230.506.**: (a) No exemption under § 230.504 or § 230.506 shall be available for an…
- **§ 230.143 Definition of “has purchased”, “sells for”, “participates”, and “participation”, as used in section 2(11), in relation to certain transactions of foreign governments for war purposes.**: § 230.143 Definition of “has purchased”, “sells for”, “participates”, and “participation”, as used in section 2(11), in relation to certain transactions of…
- **§ 230.404 Preparation of registration statement.**: (a) A registration statement shall consist of the facing sheet of the applicable form; a prospectus containing…
- **§ 230.432 Additional information required to be included in prospectuses relating to tender offers.**: Notwithstanding the provisions of any form for the…
- **§ 230.601 Definitions of terms used in §§ 230.601 to 230.610a.**: As used in §§ 230.601 to 230.610a, the following terms shall have the meaning indicated: Act…
- **§ 230.158 Definitions of certain terms in the last paragraph of section 11(a).**: (a) An “earning statement” made generally available to securityholders of the…
- **§ 230.239 Exemption for offers and sales of certain security-based swaps.**: (a) Provided that the conditions of paragraph (b) of this section are satisfied and…
- **§ 230.111 Payment of filing fees.**: All payments of filing fees for registration statements under the Act shall be made by wire transfer, debit card, or credit…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (a) Scope of section. This section applies to any free writing prospectus with…
- **§ 230.401a Requirements as to proper form.**: With regard to issuers eligible to rely on Release No. 34-45589 (March 18, 2002) (which may be viewed on the…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: The following definitions apply in §§ 230.800, 230.801 and 230.802. (a) Business combination…
- **§ 230.139a Publications by brokers or dealers distributing asset-backed securities.**: The publication or distribution by a broker or dealer of information, an…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: Preliminary Note: Certain basic principles are essential to an…
- **§ 230.156 Investment company sales literature.**: (a) Under the federal securities laws, including section 17(a) of the Securities Act of 1933 (15 U.S.C. 77q(a))…
- **§ 230.456 Date of filing; timing of fee payment.**: (a) The date on which any papers are actually received by the Commission shall be the date of filing thereof…
- **§ 230.135d Communications involving security-based swaps.**: (a) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), the publication or distribution of…
- **§ 230.135a Generic advertising.**: (a) For the purposes only of section 5 of the Act, a notice, circular, advertisement, letter, sign, or other communication…
- **§ 230.167 Communications in connection with certain registered offerings of asset-backed securities.**: Preliminary Note: This section is available only to…
- **§ 230.904 Offshore resales.**: (a) An offer or sale of securities by any person other than the issuer, a distributor, any of their respective affiliates (except…
- **§ 230.262 Disqualification provisions.**: (a) Disqualification events. No exemption under §§ 230.251 through 230.263 (Regulation A) shall be available for a sale…
- **§ 230.405 Definitions of terms.**: Blank check company. For purposes of section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2), the term blank check company…
- **§ 230.902 Definitions.**: As used in Regulation S, the following terms shall have the meanings indicated. (a) Debt securities. “Debt securities” of an issuer is…
- **§ 230.151 Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).**: (a) Any annuity contract…
- **§ 230.173 Notice of registration.**: (a) In a transaction that represents a sale by the issuer or an underwriter, or a sale where there is not an exclusion or…
- **§ 230.131 Definition of security issued under governmental obligations.**: (a) Any part of an obligation evidenced by any bond, note, debenture, or other evidence…
- **§ 230.496 Contents of prospectus and statement of additional information used after nine months.**: In the case of a registration statement filed on Form N-1A (§§…
- **§ 230.502 General conditions to be met.**: The following conditions shall be applicable to offers and sales made under Regulation D (§ 230.500 et seq. of this…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (a) Scope of rule. This section applies to an advertisement or other…
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (a) For purposes only of section 5 of the…
- **§ 230.191 Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.**: The following applies with respect to asset-backed…
- **§ 230.174 Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.**: The obligations of a dealer (including an underwriter no longer acting…
- **§ 230.467 Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-10 and F-80.**: (a) A registration statement on…
- **§ 230.153a Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions requiring approval of security holders.**: § 230.153a Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions requiring approval of security…
- **§ 230.503 Filing of notice of sales.**: (a) When notice of sales on Form D is required and permitted to be filed. (1) An issuer offering or selling securities in…
- **§ 230.148 Exemption from general solicitation or general advertising.**: (a) A communication will not be deemed to constitute general solicitation or general…
- **§ 230.466 Effective date of certain registration statements on Form F-6.**: (a) A depositary that previously has filed a registration statement on Form F-6 (§…
- **§ 230.416 Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain employee benefit plans.**: § 230.416 Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain…
- **§ 230.508 Insignificant deviations from a term, condition or requirement of Regulation D.**: (a) A failure to comply with a term, condition or requirement of §…
- **§ 230.135b Materials not deemed an offer to sell or offer to buy nor a prospectus.**: Materials meeting the requirements of § 240.9b-1 of this chapter shall not…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (a) Definitions. For purposes of this…
- **§ 230.610 Suspension of exemption.**: (a) The Commission may, at any time after the filing of a notification, enter an order temporarily suspending the exemption…
- **§ 230.142 Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.**: (a) The terms participates and…
- **§ 230.153 Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.**: (a) Definition of preceded by a…
- **§ 230.241 Solicitations of interest.**: (a) Solicitation of interest. At any time before making a determination as to the exemption from registration under the…
- **§ 230.164 Post-filing free writing prospectuses in connection with certain registered offerings.**: Preliminary Notes to § 230.164. 1. This section is not…
- **§ 230.425 Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.**: (a) All written…
- **§ 230.152 Integration.**: This section provides a general principle of integration and non-exclusive safe harbors from integration of registered and exempt…
- **§ 230.144A Private resales of securities to institutions.**: Preliminary Notes: 1. This section relates solely to the application of section 5 of the Act and not…
- **§ 230.136 Definition of certain terms in relation to assessable stock.**: (a) An offer, offer to sell, or offer for sale of securities shall be deemed to be made…
- **§ 230.437 Application to dispense with consent.**: An application to the Commission to dispense with any written consent of an expert pursuant to section 7 of the…
- **§ 230.426 Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.**: (a) All written communications made…
- **§ 230.159A Certain definitions for purposes of section 12(a)(2) of the Act.**: (a) Definition of seller for purposes of section 12(a) (2) of the Act. For purposes…
- **§ 230.419 Offerings by blank check companies.**: (a) Scope of the rule and definitions. (1) The provisions of this section shall apply to every registration…
- **§ 230.490 Information to be furnished under paragraph (3) of Schedule B.**: Any issuer filing a registration statement pursuant to Schedule B of the act need not…
- **§ 230.504 Exemption for limited offerings and sales of securities not exceeding $10,000,000.**: (a) Exemption. Offers and sales of securities that satisfy the…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (a) A form of prospectus filed as part of a…
- **§ 230.481 Information required in prospectuses.**: Disclose the following in registration statements prepared on a form available solely to investment companies…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.251 Scope of exemption.**: (a) Tier 1 and Tier 2. A public offer or sale of eligible securities, as defined in Rule 261 (§ 230.261), pursuant to Regulation…
- **§ 230.237 Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.**: (a) Definitions. As used in this section: (1) Canadian…
- **§ 230.439 Consent to use of material incorporated by reference.**: (a) If the Act or the rules and regulations of the Commission require the filing of a written…
- **§ 230.1001 Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.**: Preliminary Notes: (1) Nothing in this…
- **§ 230.901 General statement.**: For the purposes only of section 5 of the Act (15 U.S.C. § 77e), the terms offer, offer to sell, sell, sale, and offer to buy…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (a) Automatic…
- **§ 230.487 Effectiveness of registration statements filed by certain unit investment trusts.**: (a) (1) A unit investment trust registered under the Investment…
- **§ 230.489 Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.**: (a) The following foreign…
- **§ 230.256 Definition of “qualified purchaser”.**: For purposes of Section 18(b)(3) of the Securities Act [15 U.S.C. 77r(b)(3)], a “qualified purchaser” means any…
- **§ 230.424 Filing of prospectuses, number of copies.**: (a) Except as provided in paragraph (f) of this section, five copies of every form of prospectus sent or…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: Confidential treatment of supplemental information or other information not required…
- **§ 230.409 Information unknown or not reasonably available.**: Information required need be given only insofar as it is known or reasonably available to the…
- **§ 230.470 Formal requirements for amendments.**: Except for telegraphic amendments filed pursuant to Rule 473 (§ 230.473), amendments to a registration statement…
- **§ 230.405 Definitions of terms.**: Unless the context otherwise requires, all terms used in §§ 230.400 to 230.494, inclusive, or in the forms for registration…
- **§ 230.162 Submission of tenders in registered exchange offers.**: (a) Notwithstanding section 5(a) of the Act (15 U.S.C. 77e(a)), an offeror may solicit tenders…
- **§ 230.402 Number of copies; binding; signatures.**: (a) Three copies of the complete registration statement, including exhibits and all other papers and documents…
- **§ 230.169 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.**: Preliminary Notes…
- **§ 230.258 Suspension of the exemption.**: (a) Suspension. The Commission may at any time enter an order temporarily suspending a Regulation A exemption if it has…
- **§ 230.460 Distribution of preliminary prospectus.**: (a) Pursuant to the statutory requirement that the Commission in ruling upon requests for acceleration of the…
- **§ 230.193 Review of underlying assets in asset-backed securities transactions.**: An issuer of an “asset-backed security,” as that term is defined in Section…
- **§ 230.172 Delivery of prospectuses.**: (a) Sending confirmations and notices of allocations. After the effective date of a registration statement, the following…
- **§ 230.609 Reports of sales hereunder.**: Within 30 days after the end of each six-month period following the date of the original offering circular, or of the…
- **§ 230.253 Offering circular.**: (a) Contents. An offering circular must include the information required by Form 1-A for offering circulars. (b) Information that…
- **§ 230.461 Acceleration of effective date.**: (a) Requests for acceleration of the effective date of a registration statement shall be made by the registrant and…
- **§ 230.473 Delaying amendments.**: (a) An amendment in the following form filed with a registration statement, or as an amendment to a registration statement which…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: Preliminary…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (a) Registered offerings. Under the conditions of…
- **§ 230.495 Preparation of registration statement.**: (a) A registration statement on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and §…
- **§ 230.400 Application of §§ 230.400 to 230.494, inclusive.**: Sections 230.400 to 230.494 shall govern every registration of securities under the Act, except that…
- **§ 230.438 Consents of persons about to become directors.**: If any person who has not signed the registration statement is named therein as about to become a…
- **§ 230.252 Offering statement.**: (a) Documents to be included. The offering statement consists of the contents required by Form 1-A (§ 239.90 of this chapter) and…
- **§ 230.141 Definition of “commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions” in section 2(11), for certain transactions.**: § 230.141 Definition of “commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions” in section…
- **§ 230.163A Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed.**: § 230.163A Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement…
- **§ 230.134 Communications not deemed a prospectus.**: Except as provided in paragraphs (e) and (g) of this section, the terms “prospectus” as defined in section…
- **§ 230.152a Offer or sale of certain fractional interests.**: Any offer or sale of a security, evidenced by a scrip certificate, order form or similar document…
- **§ 230.430 Prospectus for use prior to effective date.**: (a) A form of prospectus filed as a part of the registration statement shall be deemed to meet the…
- **§ 230.255 Solicitations of interest and other communications.**: (a) Solicitation of interest. At any time before the qualification of an offering statement…
- **§ 230.140 Definition of “distribution” in section 2(11) for certain transactions.**: A person, the chief part of whose business consists of the purchase of the…
- **§ 230.462 Immediate effectiveness of certain registration statements and post-effective amendments.**: (a) A registration statement on Form S-8 (§ 239.16b of this…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (a) Automatic effectiveness. (1) Except as otherwise…
- **§ 230.459 Calculation of effective date.**: Saturdays, Sundays and holidays shall be counted in computing the effective date of registration statements under…
- **§ 230.238 Exemption for standardized options.**: (a) Exemption. Except as expressly provided in paragraphs (b) and (c) of this section, the Act does not apply to…
- **§ 230.497 Filing of investment company prospectuses—number of copies.**: (a) Five copies of every form of prospectus sent or given to any person prior to the…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.417 Date of financial statements.**: Whenever financial statements of any person are required to be furnished as of a date within a specified period prior…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (a) A form of prospectus filed as part of a registration statement for offerings…
- **§ 230.421 Presentation of information in prospectuses.**: (a) The information required in a prospectus need not follow the order of the items or other…
- **§ 230.474 Date of filing of amendments.**: The date on which amendments are actually received by the Commission shall be the date of filing thereof, if all of the…
- **§ 230.436 Consents required in special cases.**: (a) If any portion of the report or opinion of an expert or counsel is quoted or summarized as such in the…
- **§ 230.471 Signatures to amendments.**: (a) Except as provided in Rule 447 (§ 230.447) and in Rule 478 (§ 230.478), every amendment to a registration statement…
- **§ 230.135 Notice of proposed registered offerings.**: (a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a…
- **§ 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.**: § 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (a) Unlawful activity — (1) Prohibition. A securitization participant shall not, for a…
- **§ 230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.**: Offers and sales…
- **§ 230.608 Prohibition of certain statements.**: No offering circular or other written or oral communication used in connection with any offering under §§ 230.601…
- **§ 230.477 Withdrawal of registration statement or amendment.**: (a) Except as provided in paragraph (b) of this section, any registration statement or any…
- **§ 230.134b Statements of additional information.**: For the purpose only of Section 5(b) of the Act (15 U.S.C. 77e(b)), the term “prospectus” as defined in…
- **§ 230.476 Amendment filed pursuant to order of Commission.**: An amendment filed prior to the effective date of a registration statement shall be deemed to have…
- **§ 230.110 Business hours of the Commission.**: (a) General. The principal office of the Commission, at 100 F Street, NE., Washington, DC 20549, is open each day…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.493 Additional Schedule B disclosure and filing requirements.**: (a) The copy of the opinion or opinions of counsel required by paragraph (14) of Schedule B…
- **§ 230.154 Delivery of prospectuses to investors at the same address.**: (a) Delivery of a single prospectus. If you must deliver a prospectus under the federal…
- **§ 230.464 Effective date of post-effective amendments to registration statements filed on Form S-8 and on certain Forms S-3, S-4, F-2 and F-3.**: Provided. That…
- **§ 230.484 Undertaking required in certain registration statements.**: If a registration statement is prepared on a form available solely to investment companies…
- **§ 230.100 Definitions of terms used in the rules and regulations.**: (a) As used in the rules and regulations prescribed in this part by the Securities and…
- **§ 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.**: Preliminary Note to § 230.163…
- **§ 230.457 Computation of fee.**: (a) If a filing fee based on a bona fide estimate of the maximum offering price, computed in accordance with this rule where…
- **§ 230.420 Legibility of prospectus.**: (a) The body of all printed prospectuses and all notes to financial statements and other tabular data included therein…
- **§ 230.134a Options material not deemed a prospectus.**: Written materials, including advertisements, relating to standardized options, as that term is defined in…
- **§ 230.236 Exemption of shares offered in connection with certain transactions.**: Shares of stock or similar security offered to provide funds to be distributed…
- **§ 230.175 Liability for certain statements by issuers.**: (a) A statement within the coverage of paragraph (b) of this section which is made by or on behalf of an…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: Preliminary Note: Rule 145 (§ 230.145 of this chapter) is…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: (a) Registered offerings…
- **§ 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.**: § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and…
- **§ 230.194 Definitions of the terms “swap” and “security-based swap” as used in the Act.**: (a) The term swap as used in section 2(a)(17) of the Act (15 U.S.C…
- **§ 230.472 Filing of amendments; number of copies.**: (a) Except for telegraphic amendments filed pursuant to Rule 473 (§ 230.473), there shall be filed with the…
- **§ 230.401 Requirements as to proper form.**: (a) The form and contents of a registration statement and prospectus shall conform to the applicable rules and forms…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (a) Exemption. Offers and sales of securities by an issuer that…
- **§ 230.606 Offering not in excess of $100,000.**: No offering circular need be filed or used in connection with an offering of securities under §§ 230.601 to…
- **§ 230.260 Insignificant deviations from a term, condition or requirement of Regulation A.**: (a) Failure to comply . A failure to comply with a term, condition or…
- **§ 230.190 Registration of underlying securities in asset-backed securities transactions.**: (a) In an offering of asset-backed securities where the asset pool…
- **§ 230.488 Effective date of registration statements relating to securities to be issued in certain business combination transactions.**: (a) A registration…
- **§ 230.132 Definition of “common trust fund” as used in section 3(a)(2) of the Act.**: The term common trust fund as used in section 3(a)(2) of the Act (15 U.S.C…
- **§ 230.605 Filing and use of the offering circular.**: (a) Except as provided in paragraphs (b) or (f) of this rule and in § 230.606: (1) No written offer of…
- **§ 230.147 Intrastate offers and sales.**: (a) This section shall not raise any presumption that the exemption provided by section 3(a) (11) of the Act (15 U.S.C…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (a) Definitions. For purposes of this section: (1) Class means a class of shares…
- **§ 230.130 Definition of “rules and regulations” as used in certain sections of the Act.**: The term rules and regulations as used in sections 7, 10 (a), (c) and…
- **§ 230.430C Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.**: (a) In…
- **§ 230.149 Definition of “exchanged” in section 3(a)(9), for certain transactions.**: The term exchanged in section 3(a)(9) (sec. 202(c), 48 Stat. 906; 15 U.S.C…
- **§ 230.411 Incorporation by reference.**: (a) Prospectus. Except as provided by this section, Item 1100(c) of Regulation AB (§ 229.1100(c) of this chapter) for…
- **§ 230.171 Disclosure detrimental to the national defense or foreign policy.**: (a) Any requirement to the contrary notwithstanding, no registration statement…
- **§ 230.135c Notice of certain proposed unregistered offerings.**: (a) For the purposes only of section 5 of the Act, a notice given by an issuer required to file…
- **§ 230.145a Business combinations with reporting shell companies.**: With respect to a reporting shell company's shareholders, any direct or indirect business…
- **§ 230.410 Disclaimer of control.**: If the existence of control is open to reasonable doubt in any instance, the registrant may disclaim the existence of control…
- **§ 230.254 Preliminary offering circular.**: After the filing of an offering statement, but before its qualification, written offers of securities may be made if…
- **§ 230.408 Additional information.**: (a) In addition to the information expressly required to be included in a registration statement, there shall be added such…
- **§ 230.603 Amount of securities exempted.**: (a) The aggregate offering price of all of the following securities of the issuer shall not exceed $5,000,000: (1) All…
- **§ 230.602 Securities exempted.**: (a) Except as hereinafter provided in this rule, securities issued by any small business investment company which is registered…
- **§ 230.604 Filing of notification on Form ­1-E.**: (a) At least 10 days (Saturdays, Sundays and holidays excluded) prior to the date on which the initial offering…
- **§ 230.166 Exemption from section 5(c) for certain communications in connection with business combination transactions.**: Preliminary Note: This section is…
- **§ 230.479 Procedure with respect to abandoned registration statements and post-effective amendments.**: When a registration statement, or a post-effective…
- **§ 230.475a Certain pre-effective amendments deemed filed with the consent of the Commission.**: Amendments to a registration statement on Form F-2 (§ 239.32 of…
- **§ 230.429 Prospectus relating to several registration statements.**: (a) Where a registrant has filed two or more registration statements, it may file a single…
- **§ 230.607 Sales material to be filed.**: Four copies of each of the following communications prepared or authorized by the issuer or anyone associated with the…
- **§ 230.463 Report of offering of securities and use of proceeds therefrom.**: (a) Except as provided in this section, following the effective date of the first…
- **§ 230.437a Written consents.**: (a) This section applies only to registrants that: (1) Are not a “blank check company” as defined in § 230.419(a)(2); and (2) Are…
- **§ 230.120 Inspection of registration statements.**: Except for material contracts or portions thereof accorded confidential treatment pursuant to § 230.406, all…
- **§ 230.146 Rules under section 18 of the Act.**: (a) Prepared by or on behalf of the issuer. An offering document (as defined in Section 18(d)(1) of the Act [15…
- **§ 230.257 Periodic and current reporting; exit report.**: (a) Tier 1: Exit report. Each issuer that has filed an offering statement for a Tier 1 offering that has…
- **§ 230.905 Resale limitations.**: Equity securities of domestic issuers acquired from the issuer, a distributor, or any of their respective affiliates in a…
- **§ 230.159 Information available to purchaser at time of contract of sale.**: (a) For purposes of section 12(a)(2) of the Act only, and without affecting any other…
- **§ 230.415 Delayed or continuous offering and sale of securities.**: (a) Securities may be registered for an offering to be made on a continuous or delayed basis…
- **§ 230.436 Consents required in special cases.**: (i) Notwithstanding the provisions of paragraphs (a) and (b) of this section, the following shall not be…
- **§ 230.263 Consent to service of process.**: (a) If the issuer is not organized under the laws of any of the states or territories of the United States of America…
- **§ 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.**: § 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited…
- **§ 230.491 Information to be furnished under paragraph (6) of Schedule B.**: Any foreign government filing a registration statement pursuant to Schedule B of the…
- **§ 230.161 Amendments to rules and regulations governing exemptions.**: The rules and regulations governing the exemption of securities under section 3(b) of the…
- **§ 230.150 Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.**: The term commission or other remuneration in section…
- **§ 230.180 Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.**: (a) Any interest or participation in a…
- **§ 230.170 Prohibition of use of certain financial statements.**: Financial statements which purport to give effect to the receipt and application of any part of…
- **§ 230.135e Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.**: (a) For the…
- **§ 230.412 Modified or superseded documents.**: (a) Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be…
- **§ 230.431 Summary prospectuses.**: (a) A summary prospectus prepared and filed (except a summary prospectus filed by an open-end management investment company…
- **§ 230.480 Title of securities.**: If a registration statement is prepared on a form available solely to investment companies registered under the Investment…
- **§ 230.153b Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.**: The term…
- **§ 230.414 Registration by certain successor issuers.**: If any issuer, except a foreign issuer exempted by Rule 3a12-3 (17 CFR 240.3a12-3), incorporated under the…
- **§ 230.423 Date of prospectuses.**: Except for a form of prospectus used after the effective date of the registration statement and before the determination of the…
- **§ 230.483 Exhibits for certain registration statements.**: If a registration statement is prepared on a form available solely to investment companies registered…
- **§ 230.427 Contents of prospectus used after nine months.**: There may be omitted from any prospectus used more than 9 months after the effective date of the…
- **§ 230.489 Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.**: (2) A foreign issuer filing…
- **§ 230.504 Exemption for limited offerings and sales of securities not exceeding $10,000,000.**: (1) General conditions. To qualify for exemption under this §…
- **§ 230.605 Filing and use of the offering circular.**: (3) The identity of the general type of business of the issuer. (c) (1) The offering circular may be…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.190 Registration of underlying securities in asset-backed securities transactions.**: (4) The depositor would be free to publicly resell the underlying…
- **§ 230.180 Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.**: (3) The issuer of such interest…
- **§ 230.488 Effective date of registration statements relating to securities to be issued in certain business combination transactions.**: (2) The registration…
- **§ 230.139a Publications by brokers or dealers distributing asset-backed securities.**: (3) Contain any ABS informational and computational material (as defined in…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1)). Note 1 to paragraph (a): The fact that an advertisement complies…
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (2) will bind all stockholders of such…
- **§ 230.134 Communications not deemed a prospectus.**: (3) A brief indication of the general type of business of the issuer, limited to the following: (i) In the…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: (1) Issuer-specific…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: (4) Any put, call, straddle, or other option or privilege that gives the holder the option of buying…
- **§ 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.**: (2) The issuer as of…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: 5. The purpose of…
- **§ 230.472 Filing of amendments; number of copies.**: the use of his certificate in connection with the amended financial statement in the registration statement…
- **§ 230.402 Number of copies; binding; signatures.**: of the registration statement, similarly bound, also shall be furnished to the Commission for use in the…
- **§ 230.500 Use of Regulation D.**: exemption provided by section 4(a) (2) of the Act (15 U.S.C. 77d (2)) is not available. (d) Regulation D is available only to…
- **§ 230.602 Securities exempted.**: (2) Is subject to pending proceedings under § 230.610 or any similar rule adopted under section 3(b) of the Act, or to an order…
- **§ 230.135e Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.**: (1) State that…
- **§ 230.463 Report of offering of securities and use of proceeds therefrom.**: (2) By an issuer which pursuant to a business combination described in Rule 145(a)…
- **§ 230.257 Periodic and current reporting; exit report.**: (2)(i)(A) of this section must be filed under cover of Form 1-K within 120 calendar days after the…
- **§ 230.135 Notice of proposed registered offerings.**: (2) Limited notice content. The notice otherwise includes no more than the following information: (i) The…
- **§ 230.148 Exemption from general solicitation or general advertising.**: (4) If the event allows attendees to participate virtually, rather than in person, online…
- **§ 230.425 Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.**: (4) Any prospectus filed…
- **§ 230.436 Consents required in special cases.**: (4) A statement that a review of interim financial information is substantially less in scope than an audit…
- **§ 230.239 Exemption for offers and sales of certain security-based swaps.**: (3) The eligible clearing agency posts on its publicly available Web site at a…
- **§ 230.414 Registration by certain successor issuers.**: material changes made in connection with or resulting from the succession, or necessary to keep the…
- **§ 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.**: § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and…
- **§ 230.457 Computation of fee.**: (d) Where securities are to be offered at varying prices based upon fluctuating values of underlying assets, the registration fee…
- **§ 230.255 Solicitations of interest and other communications.**: (4) After the public filing of the offering statement: (i) State from whom a copy of the most…
- **§ 230.412 Modified or superseded documents.**: manipulative, deceptive, or fraudulent device, contrivance, scheme, transaction, act, practice, course of business…
- **§ 230.252 Offering statement.**: (3) All non-public correspondence submitted by or on behalf of the issuer to the Commission staff regarding such submissions…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (1)). This provision shall not limit the…
- **§ 230.153 Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.**: (1) The term national securities…
- **§ 230.462 Immediate effectiveness of certain registration statements and post-effective amendments.**: (6)), and any post-effective amendment thereto, including a…
- **§ 230.483 Exhibits for certain registration statements.**: (1) All written consents are required to be filed as an exhibit to the registration statement, together…
- **§ 230.237 Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.**: (5) Foreign Issuer means any issuer that is a Foreign…
- **§ 230.497 Filing of investment company prospectuses—number of copies.**: date of a registration statement, whichever occurs later, 10 copies of each form of…
- **§ 230.167 Communications in connection with certain registered offerings of asset-backed securities.**: (2) Every communication used pursuant to this section…
- **§ 230.154 Delivery of prospectuses to investors at the same address.**: (2) You have sent the investor a notice at least 60 days before you begin to rely on this…
- **§ 230.481 Information required in prospectuses.**: (2) “Subject to Completion” legend. (i) If a prospectus or Statement of Additional Information will be used…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (1) The registration statement is an automatic shelf registration statement as defined…
- **§ 230.241 Solicitations of interest.**: (4) A person's indication of interest involves no obligation or commitment of any kind. (c) Indications of interest. Any…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (37)] shall become effective on the date upon which it…
- **§ 230.902 Definitions.**: (2) of this section, the term “assets” means securities, installment sales, accounts receivable, notes, leases or other contracts, or…
- **§ 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.**: § 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (2) Specific conditions —(i) Nature of purchasers. All purchasers…
- **§ 230.904 Offshore resales.**: (12)), or is a person receiving a selling concession, fee or other remuneration in respect of the securities sold, the seller or a…
- **§ 230.431 Summary prospectuses.**: (3) The registrant: (i) Has been subject to the requirements of section 12 or 15(d) of the Securities Exchange Act of 1934 and…
- **§ 230.135d Communications involving security-based swaps.**: (18))) shall not be deemed to constitute an offer, an offer to sell, or a solicitation of an offer to…
- **§ 230.159A Certain definitions for purposes of section 12(a)(2) of the Act.**: (3) The portion of any other free writing prospectus (or, in the case of an issuer…
- **§ 230.174 Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.**: (2) as of the offering date, the security is listed on a registered…
- **§ 230.424 Filing of prospectuses, number of copies.**: as follows: (1) A form of prospectus that discloses information previously omitted from the prospectus…
- **§ 230.169 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.**: (1) Factual…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (3) of the Act or, if no Form S-3 or Form F-3 has…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.416 Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain employee benefit plans.**: § 230.416 Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain…
- **§ 230.411 Incorporation by reference.**: or International Financial Reporting Standards as issued by the International Accounting Standards Board, whichever is…
- **§ 230.421 Presentation of information in prospectuses.**: (4) Avoid legal and highly technical business terminology. Note to § 230.421( b ): In drafting the…
- **§ 230.147 Intrastate offers and sales.**: (1)(i) of this section, if a general partnership or other form of business organization that is not organized under any…
- **§ 230.403 Requirements as to paper, printing, language and pagination.**: (2) If a registration statement or other filing or submission subject to review by the…
- **§ 230.426 Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.**: (1) Conditions for which materials…
- **§ 230.610 Suspension of exemption.**: (1) thereof, or any proceeding has been initiated for the purpose of enjoining any such person from engaging in or…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (3)(ii) of this section, other than, for the avoidance of doubt, any transaction that only…
- **§ 230.495 Preparation of registration statement.**: Wherever such copies are filed in lieu of information in item-and-answer form, the text of the items of the…
- **§ 230.172 Delivery of prospectuses.**: (3) The issuer has filed with the Commission a prospectus with respect to the offering that satisfies the requirements of…
- **§ 230.144A Private resales of securities to institutions.**: (2) of the Act, or Regulation D under the Act, from the registration requirements of the Act. (a)…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (7) Summary Prospectus means the summary prospectus described in paragraph (b) of…
- **§ 230.419 Offerings by blank check companies.**: (2)); or (B) A separate bank account established by a broker or dealer registered under the Exchange Act…
- **§ 230.251 Scope of exemption.**: (3) Additional limitation on secondary sales in first year. The portion of the aggregate offering price attributable to the…
- **§ 230.258 Suspension of the exemption.**: (6) The issuer or any promoter, officer, director, or underwriter has failed to cooperate, or has obstructed or refused…
- **§ 230.502 General conditions to be met.**: (2) Type of information to be furnished. (i) If the issuer is not subject to the reporting requirements of section 13…
- **§ 230.603 Amount of securities exempted.**: (3) All securities sold in violation of section 5(a) of the Act within one year prior to the commencement of the…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (1)(iii) of this…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (11) of the Securities Act to mean any person who has purchased…
- **§ 230.604 Filing of notification on Form ­1-E.**: withdrawn after any of the securities proposed to be offered thereunder have been sold. Any such application…
- **§ 230.494 Newspaper prospectuses.**: (2) of the Act. (b) All information included in a newspaper prospectus may be expressed in such condensed or summarized form…
- **§ 230.460 Distribution of preliminary prospectus.**: (2) In the case of a registration statement filed by a closed-end investment company on Form N-2 (§ 239.14…
- **§ 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.**: § 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (14)) that has an effective registration…
- **§ 230.142 Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.**: (3) The term principal underwriter…
- **§ 230.262 Disqualification provisions.**: (2) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before…
- **§ 230.254 Preliminary offering circular.**: as a part of the offering statement.
- **§ 230.1001 Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.**: (4) This exemption is not available to…
- **§ 230.162 Submission of tenders in registered exchange offers.**: (2) or § 240.14d-4(b) of this chapter. This applies not only to exchange offers subject to those…
- **§ 230.158 Definitions of certain terms in the last paragraph of section 11(a).**: (2) The information specified in the last paragraph of section 11(a) is…
- **§ 230.461 Acceleration of effective date.**: to the extent required by the National Association of Securities Dealers, Inc. and such Association has issued a…
- **§ 230.487 Effectiveness of registration statements filed by certain unit investment trusts.**: (3) The registrant identifies one or more previous series of the…
- **§ 230.165 Offers made in connection with a business combination transaction.**: (1) Each prospectus must contain a prominent legend that urges investors to read…
- **§ 230.415 Delayed or continuous offering and sale of securities.**: (1)(vii). (viii) Securities which are to be issued in connection with business combination…
- **§ 230.171 Disclosure detrimental to the national defense or foreign policy.**: to submit the documents or information referred to in paragraph (a) of this section…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: (2), are otherwise available are not affected by Rule 145…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.164 Post-filing free writing prospectuses in connection with certain registered offerings.**: (2) The free writing prospectus is filed as soon as…
- **§ 230.147A Intrastate sales exemption.**: (2) The issuer shall be deemed to be doing business within a state or territory if the issuer satisfies at least one of…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: (1)(i) of this chapter). (a) Any person submitting any information in a document…
- **§ 230.801 Exemption in connection with a rights offering.**: (4) Informational documents. (i) If the issuer publishes or otherwise disseminates an informational…
- **§ 230.173 Notice of registration.**: (1) Transaction solely between brokers or dealers in reliance on Rule 153 (§ 230.153); (2) Offering of an investment company…
- **§ 230.430 Prospectus for use prior to effective date.**: (2) Such registration statement contains a form of Statement of Additional Information that is made…
- **§ 230.156 Investment company sales literature.**: (2) Representations about past or future investment performance could be misleading because of statements or…
- **§ 230.135c Notice of certain proposed unregistered offerings.**: (3) Such notice contains no more than the following additional information: (i) The name of the…
- **§ 230.405 Definitions of terms.**: (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a…
- **§ 230.135a Generic advertising.**: (2) Such communication contains the name and address of a registered broker or dealer or other person sponsoring the…
- **§ 230.401 Requirements as to proper form.**: (3) of the Act or pursuant to the provisions of section 24(e) or 24(f) of the Investment Company Act of 1940, the…
- **§ 230.430A Prospectus in a registration statement at the time of effectiveness.**: (3) The information ommitted in reliance upon paragraph (a) from the form of…
- **§ 230.503 Filing of notice of sales.**: (3) An issuer must file an amendment to a previously filed notice of sales on Form D for an offering: (i) To correct a…
- **§ 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.**: (1) Legend. (i) Every written…
- **§ 230.163A Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed.**: § 230.163A Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement…
- **§ 230.404 Preparation of registration statement.**: the facing sheet of the form as a part of the registration statement. However, the text of such items may be…
- **§ 230.418 Supplemental information.**: (3) Except in the case of a registrant eligible to use Form S-3 (§ 239.13 of this chapter), or Form N-2 (§§ 239.14 and…
- **§ 230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.**: (2) Equal…
- **§ 230.466 Effective date of certain registration statements on Form F-6.**: (2) of this section, suspend the ability of a depositary to designate the date and…
- **§ 230.253 Offering circular.**: (4) The volume of securities (the number of equity securities or aggregate principal amount of debt securities) to be offered may…
- **§ 230.473 Delaying amendments.**: (1) of this section specifically states that a registration statement shall thereafter become effective in accordance with…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (1) Eligibility and prospectus conditions for seasoned issuers and well-known…
- **§ 230.151 Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).**: (2)(ii) of this section…
- **§ 230.501 Definitions and terms used in Regulation D.**: (48) of that act; any Small Business Investment Company licensed by the U.S. Small Business…
- **§ 230.175 Liability for certain statements by issuers.**: (1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed…
- **§ 230.456 Date of filing; timing of fee payment.**: (2) of the Act on the following conditions: (i) If the issuer elects to defer payment of the registration fee…
- **§ 230.479 Procedure with respect to abandoned registration statements and post-effective amendments.**: Commission the papers comprising the registration…
- **§ 230.152 Integration.**: (2) For two or more concurrent exempt offerings permitting general solicitation, in addition to satisfying the requirements of the…
- **§ 230.484 Undertaking required in certain registration statements.**: (3) The benefits of such indemnification are not waived by such persons; the registration…
- **§ 230.477 Withdrawal of registration statement or amendment.**: well as the related request for withdrawal.
- **§ 230.190 Registration of underlying securities in asset-backed securities transactions.**: (2) The plan of distribution in the registration statement for the…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: (1) One copy of the confidential portion, marked “Confidential Treatment,” of the…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1) Scope of Initial Summary Prospectus…
- **§ 230.503 Filing of notice of sales.**: change does not increase the number to more than 35; (H) The total number of investors who have invested in the offering…
- **§ 230.487 Effectiveness of registration statements filed by certain unit investment trusts.**: (1) The Commission may, in the manner and under the circumstances…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (3) Advertisements including performance data. An advertisement that…
- **§ 230.237 Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.**: (8) United States means the United States of America…
- **§ 230.167 Communications in connection with certain registered offerings of asset-backed securities.**: (1) A good faith and reasonable effort was made to comply…
- **§ 230.415 Delayed or continuous offering and sale of securities.**: on a continuous basis by or on behalf of the registrant in accordance with § 230.456(d) (Rule…
- **§ 230.174 Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.**: (2) As the Commission may provide upon application or on its own motion…
- **§ 230.494 Newspaper prospectuses.**: (1) The name of the borrowing government; (2) A brief description of the securities to be offered; (3) The price at which it…
- **§ 230.135c Notice of certain proposed unregistered offerings.**: a news release or a written communication directed to security holders or employees, as the case…
- **§ 230.405 Definitions of terms.**: 1940. Certified. The term certified, when used in regard to financial statements, means examined and reported upon with an…
- **§ 230.424 Filing of prospectuses, number of copies.**: (3) A form of prospectus that reflects facts or events other than those covered in paragraphs (b) (1), (2)…
- **§ 230.610 Suspension of exemption.**: (2) that the Commission, upon receipt of a written request within 30 days after the entry of such order, will, within 20…
- **§ 230.502 General conditions to be met.**: paragraph (c) of Part F/S of Form 1-A (referenced in § 239.90 of this chapter). If the issuer is a foreign private…
- **§ 230.431 Summary prospectuses.**: (4) Neither the registrant nor any of its consolidated or unconsolidated subsidiaries has, since the end of its last fiscal…
- **§ 230.180 Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.**: (1) of such Code, shall be exempt from…
- **§ 230.401 Requirements as to proper form.**: registrant (1) shall comply with the rules and forms as in effect at a date different from those specified in…
- **§ 230.258 Suspension of the exemption.**: (2) That the Commission, upon receipt of a written request within 30 calendar days after the entry of the order, will…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (1) of this section, then, subject to the provisions of Rule 164(e), (f), and (g)…
- **§ 230.419 Offerings by blank check companies.**: (2)(vi) of this section, shall be deposited promptly into the escrow or trust account; provided, however, that no…
- **§ 230.135 Notice of proposed registered offerings.**: 230.145(a) offering: ( 1 ) The name of the person whose assets are to be sold in exchange for the securities…
- **§ 230.461 Acceleration of effective date.**: (2) Where the form of preliminary prospectus, which has been distributed by the issuer or underwriter, is found to be…
- **§ 230.902 Definitions.**: (2) Any foreign securities exchange or non-exchange market designated by the Commission. Attributes to be considered in determining…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: of deposit, tax assessments, and appraisal reports issued by…
- **§ 230.255 Solicitations of interest and other communications.**: (4)(ii) of this section, the URL continues to link directly to the most recent Preliminary…
- **§ 230.421 Presentation of information in prospectuses.**: (2) You must draft the language in these sections so that at a minimum it substantially complies with…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.402 Number of copies; binding; signatures.**: all documents retained pursuant to this section.
- **§ 230.257 Periodic and current reporting; exit report.**: (5) Reporting by successor issuers. Where in connection with a succession by merger, consolidation…
- **§ 230.152 Integration.**: (3) An offering for which a registration statement under the Act has been filed will not be integrated if it is made subsequent to: (i)…
- **§ 230.497 Filing of investment company prospectuses—number of copies.**: of a radio or television broadcast shall be reduced in writing. Five copies of every such…
- **§ 230.147 Intrastate offers and sales.**: (2)(i): Revenues must be calculated based on the issuer's most recent fiscal year, if the first offer of securities…
- **§ 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.**: Rule 902(b) (§…
- **§ 230.252 Offering statement.**: (2) Post-qualification amendments must be filed in the following circumstances for ongoing offerings: (i) At least every 12…
- **§ 230.154 Delivery of prospectuses to investors at the same address.**: (4) You deliver the prospectus to a post office box or to a residential street address…
- **§ 230.481 Information required in prospectuses.**: (2) of this section if the prospectus or Statement of Additional Information is used before the initial public…
- **§ 230.495 Preparation of registration statement.**: acceptance has been received from the Commission.
- **§ 230.605 Filing and use of the offering circular.**: (2) Where an offering circular is distributed through an electronic medium, issuers may satisfy legibility…
- **§ 230.456 Date of filing; timing of fee payment.**: (1) of this section will be considered filed as to the securities or classes of securities identified in the…
- **§ 230.801 Exemption in connection with a rights offering.**: (6) Limitation on transferability of rights. The terms of the rights prohibit transfers of the rights…
- **§ 230.158 Definitions of certain terms in the last paragraph of section 11(a).**: (2) Has filed its report or reports on Form 10-K, Form 10-Q, Form 8-K, Form…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (1)(vii) of this…
- **§ 230.504 Exemption for limited offerings and sales of securities not exceeding $10,000,000.**: (2) Offering limit. The aggregate offering price for an offering…
- **§ 230.426 Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.**: (3) Any ABS informational and…
- **§ 230.602 Securities exempted.**: (2) Is temporarily or permanently restrained or enjoined by any court from engaging in or continuing any conduct or practice in…
- **§ 230.164 Post-filing free writing prospectuses in connection with certain registered offerings.**: (1) This section and Rule 433 are available only if at the…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (3) Guarantees by…
- **§ 230.156 Investment company sales literature.**: (4) Representations about the fees or expenses associated with an investment in the fund could be misleading…
- **§ 230.251 Scope of exemption.**: securities: (1) Is an entity organized under the laws of the United States or Canada, or any State, Province, Territory or…
- **§ 230.144A Private resales of securities to institutions.**: (48) of that Act; (C) Any Small Business Investment Company licensed by the U.S. Small Business…
- **§ 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.**: § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1) Cover page or beginning of Summary Prospectus. Include on the cover page of…
- **§ 230.147A Intrastate sales exemption.**: (2)(i): Revenues must be calculated based on the issuer's most recent fiscal year, if the first offer of securities…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (1) of this section and does not facilitate or create an opportunity to materially benefit…
- **§ 230.457 Computation of fee.**: (2) If there is no market for the securities to be received by the registrant or cancelled in the exchange or transaction, the…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.501 Definitions and terms used in Regulation D.**: (5) Any natural person whose individual net worth, or joint net worth with that person's spouse or…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (1)(ii) of the definition of well-known seasoned…
- **§ 230.460 Distribution of preliminary prospectus.**: (2) of this chapter) is included in the registration statement and distribution of prospectuses pursuant to…
- **§ 230.134 Communications not deemed a prospectus.**: (7) A brief description of the intended use of proceeds of the offering, if then disclosed in the prospectus…
- **§ 230.430A Prospectus in a registration statement at the time of effectiveness.**: prospectus filed with the Commission pursuant to Rule 424(b) (1) (§ 230.424(b)…
- **§ 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.**: retransmitted with the legend by…
- **§ 230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.**: (3) Informational…
- **§ 230.159A Certain definitions for purposes of section 12(a)(2) of the Act.**: (2) of the Act only, an offering participant other than the issuer shall not be…
- **§ 230.436 Consents required in special cases.**: (1) of this section, the term nationally recognized statistical rating organization shall have the same meaning…
- **§ 230.418 Supplemental information.**: (5) Where the registrant recently has introduced a new product or has begun to do business in a new industry segment or has…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: fund is of the type defined…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (2) thereof or exception (a) of section 2(a) (10) thereof. (d) Information omitted from…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (1) Information omitted from a form of prospectus…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.165 Offers made in connection with a business combination transaction.**: (2) A participant is any person or entity that is a party to the business…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: (3) Transfers of assets. A transfer of assets of such corporation…
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (11) of the Act. This paragraph does not…
- **§ 230.169 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.**: (4) The issuer is…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: for determining whether a person is not engaged in a distribution…
- **§ 230.483 Exhibits for certain registration statements.**: (2) In any case where two or more indentures, contracts, frachises, or other documents required to be…
- **§ 230.175 Liability for certain statements by issuers.**: or (g) of the Securities Exchange Act of 1934; and (ii) The statements are not made by or on behalf of…
- **§ 230.253 Offering circular.**: (3)) if, in the aggregate, the decrease in volume and/or change in price represent no more than a 20% change from the maximum…
- **§ 230.262 Disqualification provisions.**: (4) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act…
- **§ 230.403 Requirements as to paper, printing, language and pagination.**: (3) of this section must: (A) Fairly and accurately summarize the terms of each material…
- **§ 230.500 Use of Regulation D.**: (2). Thus, for example, persons who are offered and sold securities in accordance with Regulation S would not be counted in the…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (2) of Form N-1A [17 CFR 239.15A and 274.11A]; (v)…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: (1) Calculate the percentage of outstanding securities held by U.S. holders as of a date no more…
- **§ 230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.**: with foreign…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.431 Summary prospectuses.**: numerical sequence of the items of the form used for registration. Every summary prospectus shall be dated approximately as of…
- **§ 230.251 Scope of exemption.**: (8) Is not disqualified under Rule 262 (§ 230.262). (c) Integration with other offerings. To determine whether offers and sales…
- **§ 230.147A Intrastate sales exemption.**: of the last sale in such offering. (d) Residence of purchasers. Sales of securities pursuant to this section (§…
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (4) of the Act, in accordance with the…
- **§ 230.405 Definitions of terms.**: in the plan, provided the securities to be registered are newly issued, or are purchased for the account of plan participants…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: (3) The copy of the confidential portion and the application filed in accordance…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.144A Private resales of securities to institutions.**: (1)(ii) through (vi). Note 1 to paragraph ( a ) (1)( i )(J): An entity seeking qualified…
- **§ 230.605 Filing and use of the offering circular.**: (4) are met. For the purposes of this section, any offering circular distributed prior to the expiration of…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: (2) Industry reports. (i)…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: any free writing prospectus provided after such availability, whether or not an…
- **§ 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.**: (2)(ii) of this section, every…
- **§ 230.461 Acceleration of effective date.**: (6) Where the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (2) The date on which a form of prospectus is…
- **§ 230.502 General conditions to be met.**: (2)(ii)(C) of this section: (A) The issuer's annual report to shareholders for the most recent fiscal year, if such…
- **§ 230.403 Requirements as to paper, printing, language and pagination.**: (5) A Canadian issuer may file an exhibit or other part of a registration statement on…
- **§ 230.419 Offerings by blank check companies.**: (2)( iv ): Issuers are cautioned that investments in government securities are inappropriate unless such…
- **§ 230.602 Securities exempted.**: (2) Covered by any filing which is subject to pending proceedings under § 230.610 or any similar rule adopted under section 3(b)…
- **§ 230.424 Filing of prospectuses, number of copies.**: (6) A form of prospectus used in connection with an offering of securities under Canada's National Policy…
- **§ 230.190 Registration of underlying securities in asset-backed securities transactions.**: (1) Both the issuing entity for the asset-backed securities and the…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1) of this section, rather than to the home page or other section of the website…
- **§ 230.253 Offering circular.**: (2) Where an offering circular is distributed through an electronic medium, issuers may satisfy legibility requirements applicable…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (2) Cover page or beginning of Initial…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (2)); (B) A shell company, other than a business…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (2)(ii), so long as the issuer is not aware of information to the…
- **§ 230.418 Supplemental information.**: (8) Any free writing prospectuses used in connection with the offering. (b) Supplemental information described in paragraph…
- **§ 230.415 Delayed or continuous offering and sale of securities.**: (1)(vii), (ix), and (x) of this section may be offered and sold only if not more than three…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (2) of this section shall be made by certification on…
- **§ 230.481 Information required in prospectuses.**: (2) If the stabilizing began before the effective date of the registration statement, disclose in the…
- **§ 230.262 Disqualification provisions.**: (6) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered…
- **§ 230.257 Periodic and current reporting; exit report.**: (7)(i) of Part F/S of Form 1-A (referenced in § 239.90), Item 7(g) (1) of Part II of Form 1-K…
- **§ 230.456 Date of filing; timing of fee payment.**: (1)(i) of this section by updating the “Calculation of Registration Fee” table to indicate the class and…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.430A Prospectus in a registration statement at the time of effectiveness.**: (10)) thereof. (d) This rule shall not apply to registration statements for…
- **§ 230.501 Definitions and terms used in Regulation D.**: (5): For the purposes of calculating joint net worth in this paragraph (a) (5): Joint net worth can be…
- **§ 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.**: § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and…
- **§ 230.457 Computation of fee.**: (5) If a filing fee is paid under this paragraph for the registration of an offering and the registration statement also covers…
- **§ 230.497 Filing of investment company prospectuses—number of copies.**: a national securities association registered under Section 15A of the Securities Exchange…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (3)( i ): The date of use refers to the date or dates when an…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: (3) Use the method of calculating record ownership in Rule 12g3-2(a) under the Exchange Act (§…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: (3) (i), (ii), or (iii) of this section. (b) Communications…
- **§ 230.487 Effectiveness of registration statements filed by certain unit investment trusts.**: (1) of this section shall become effective at such time as the…
- **§ 230.902 Definitions.**: (3) The following are not “directed selling efforts”: (i) Placing an advertisement required to be published under U.S. or foreign law…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (7), shall be deemed to be part of and included in the registration statement on the…
- **§ 230.158 Definitions of certain terms in the last paragraph of section 11(a).**: (3) The date of filing of the last report of the issuer incorporated by…
- **§ 230.147 Intrastate offers and sales.**: of determining the residence of offerees and purchasers: (1) A corporation, partnership, limited liability company…
- **§ 230.401 Requirements as to proper form.**: (2) An automatic shelf registration statement as defined in Rule 405 (§ 230.405) and any post-effective amendment…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (1) No amendment…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (1) Special…
- **§ 230.175 Liability for certain statements by issuers.**: (1) A statement containing a projection of revenues, income (loss), earnings (loss) per share, capital…
- **§ 230.134 Communications not deemed a prospectus.**: (14) Whether, in the opinion of counsel, the security is exempt from specified taxes, or the extent to which…
- **§ 230.494 Newspaper prospectuses.**: (9) Underwriting discounts and commissions per unit and in the aggregate. (g) A newspaper prospectus may also include, in…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (3)(i) of this section as a part of its market-making related activities in such financial…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) exemption for “transactions by any person other than an…
- **§ 230.152 Integration.**: (3) Sections 230.251 through 230.263 (Regulation A), on the earlier of the date the issuer first made an offer soliciting interest in a…
- **§ 230.164 Post-filing free writing prospectuses in connection with certain registered offerings.**: (2)); (ii) A shell company, other than a business combination…
- **§ 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.**: (2) Be inconsistent…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (2) of this section are satisfied, a broker's or…
- **§ 230.144A Private resales of securities to institutions.**: (1)(i)(J) may be formed for the purpose of acquiring the securities being offered under this section…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (79)), and also includes a synthetic asset-backed security and a hybrid cash and synthetic…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (3) If a registration statement is amended to…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (2), suspend the…
- **§ 230.502 General conditions to be met.**: (2)(ii) (A) or (B) of this section, the information contained in its most recent filing on Form 20-F or Form F-1 (§…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: its securities in similar…
- **§ 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.**: as soon as practicable after…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: (2)(v) of this section. In such case, if the material filed may be withdrawn…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (25) of this chapter, must include the following statement: You could…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (2) The term person when used with reference to a person for whose…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1)(v)(A). (B) If a Fund incorporates any information by reference into the…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: (2) One of the following three conditions is met: (i) Such…
- **§ 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.**: § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and…
- **§ 230.262 Disqualification provisions.**: (8) Is subject to a United States Postal Service false representation order entered within five years before the filing…
- **§ 230.405 Definitions of terms.**: (2) An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an…
- **§ 230.456 Date of filing; timing of fee payment.**: (1) Notwithstanding paragraph (a) of this section, where a registration statement relates to an offering of…
- **§ 230.481 Information required in prospectuses.**: (3)) and § 230.174. If the expiration date is not known on the effective date of the registration statement…
- **§ 230.424 Filing of prospectuses, number of copies.**: (5) above, a form of prospectus or prospectus supplement relating to an offering of asset-backed securities…
- **§ 230.253 Offering circular.**: (1) of this section that constitutes a substantive change from or addition to the information set forth in the last offering…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: system; toll-free telephone number; and…
- **§ 230.431 Summary prospectuses.**: additional copies shall be filed in the exact form in which it was used or published.
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (4) of the Act shall be deemed to include…
- **§ 230.257 Periodic and current reporting; exit report.**: (6)), or a bank holding company (as defined in section 2 of the Bank Holding Company Act of 1956 (12…
- **§ 230.605 Filing and use of the offering circular.**: (2) The outside front cover page of the Preliminary Offering Circular shall bear the caption “Preliminary…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: (7) For rights offerings and business combinations, including exchange offers conducted pursuant to…
- **§ 230.147 Intrastate offers and sales.**: (3) A corporation, partnership, trust or other form of business organization, which is organized for the specific…
- **§ 230.501 Definitions and terms used in Regulation D.**: (9): For the purposes this paragraph (a) (9), “investments” is defined in rule 2a51-1(b) under the…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (2) Sales. The…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (1) No exemption under this section shall be available for a sale…
- **§ 230.902 Definitions.**: (3)) in § 230.903) absent registration or an applicable exemption from the registration requirements; and (C) Such advertisement…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (2), suspend the ability of registrant to file a…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (3) Successors. A successor issuer will be considered to satisfy the applicable…
- **§ 230.147A Intrastate sales exemption.**: (3) A corporation, partnership, trust or other form of business organization, which is organized for the specific…
- **§ 230.419 Offerings by blank check companies.**: (3) Deposit of securities. (i) All securities issued in connection with the offering, whether or not for cash…
- **§ 230.415 Delayed or continuous offering and sale of securities.**: (5) of this section, which may, if permitted, be an automatic shelf registration statement…
- **§ 230.152 Integration.**: (5): Offers by the issuer, or persons acting on behalf of the issuer, limited exclusively to qualified institutional buyers and…
- **§ 230.251 Scope of exemption.**: (2) Sales. (i) No sale of securities may be made: (A) Until the offering statement has been qualified; (B) By issuers that are…
- **§ 230.134 Communications not deemed a prospectus.**: (1) If the registration statement has not yet become effective, the following statement: A registration…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (3) If a registration statement is amended to include or is deemed to include, through…
- **§ 230.457 Computation of fee.**: (3) the price of securities of the same class, as determined in accordance with paragraph (c) of this section. If the fee is to…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.457 Computation of fee.**: (1) Where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the…
- **§ 230.456 Date of filing; timing of fee payment.**: (1) of this section will be considered filed as to the securities identified in the registration statement for…
- **§ 230.406 Confidential treatment of information filed with the Commission.**: (1) Upon the lapse of five days after the dispatch of notice by registered or…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (3) Back cover page or last page of…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.251 Scope of exemption.**: (2)( i )(C). When securities underlying warrants or convertible securities are being qualified pursuant to Tier 2 of Regulation A…
- **§ 230.419 Offerings by blank check companies.**: conversion, are promptly deposited into the escrow or trust account. (4) Escrow or trust agreement. A copy of the…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (3) Rules for…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (2)(i) A free writing prospectus used in reliance on this section shall contain…
- **§ 230.257 Periodic and current reporting; exit report.**: (2) of this section, is not available for any class of securities if: (i) During that fiscal year a Tier…
- **§ 230.147A Intrastate sales exemption.**: (1) The issuer shall, in connection with any securities sold by it pursuant to this section: (i) Place a prominent…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3) The term restricted securities means: (i) Securities acquired…
- **§ 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets.**: (2) The term party as used in paragraphs (c) and (d) of this…
- **§ 230.144A Private resales of securities to institutions.**: That, for purposes of this section: (A) Each series of a series company (as defined in Rule 18f-2…
- **§ 230.134 Communications not deemed a prospectus.**: (2) Is accompanied or preceded by a prospectus or a summary prospectus, other than a free writing prospectus…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (2) of this section as to: (i) Any director (or person acting in such capacity) of the…
- **§ 230.139 Publications or distributions of research reports by brokers or dealers distributing securities.**: (2) of this section, it must: 1. Have previously…
- **§ 230.424 Filing of prospectuses, number of copies.**: (2) was not required to be filed pursuant to paragraph (b) because it did not contain substantive changes…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (2) of this…
- **§ 230.502 General conditions to be met.**: (2) (i) or (ii) of this section. (vi) For business combinations or exchange offers, in addition to information required…
- **§ 230.152 Integration.**: (3)(i)(F) prohibits the issuer from continuing to sell securities using the offering statement, or any earlier date on which the…
- **§ 230.147 Intrastate offers and sales.**: (1) The issuer shall, in connection with any securities sold by it pursuant to this section: (i) Place a prominent…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: (5) of this chapter, unless: (i) Average daily trading volume of the subject securities in the…
- **§ 230.253 Offering circular.**: (4) as soon as practicable after the discovery of such failure to file. (5) Each offering circular filed under this section must…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (3) Incorporation by reference. (i) Except as provided by paragraph (b) (3)(ii) of…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: person from engaging or continuing to engage in any conduct or…
- **§ 230.262 Disqualification provisions.**: (4) If the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a…
- **§ 230.405 Definitions of terms.**: (3) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: 1933. Initial purchaser means a person who has agreed with an issuer to purchase a…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (3) A registrant's ability to file a post-effective…
- **§ 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.**: (4) shall not be deemed to include an…
- **§ 230.501 Definitions and terms used in Regulation D.**: (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a) (4) under the…
- **§ 230.902 Definitions.**: the system; and (B) The issuer, distributors, their respective affiliates, persons acting on behalf of any of the foregoing, foreign…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: (3) Disclosure of…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.605 Filing and use of the offering circular.**: (4) An offering circular contains all of the information specified in Schedule A or Schedule B (17 CFR…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (2)(i) and/or (ii)), must include the following statement: You could…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (2) of this section as to: (i) Any director (or…
- **§ 230.134 Communications not deemed a prospectus.**: (2) and (d) of this section that a prospectus that meets the requirements of section 10 of the Act precede or…
- **§ 230.501 Definitions and terms used in Regulation D.**: (12)(iii). (b) Affiliate. An affiliate of, or person affiliated with, a specified person shall mean a…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (2) A post-effective amendment that includes a…
- **§ 230.147A Intrastate sales exemption.**: (3) The issuer shall, at the time of any offer or sale by it of a security pursuant to this section (§ 230.147A)…
- **§ 230.486 Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.**: (2) of this…
- **§ 230.424 Filing of prospectuses, number of copies.**: this section shall be deemed also to refer to the form of Statement of Additional Information. (g) A form…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: (2) of this section as to: (i) Any accountant…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (4) The term debt securities means: (i) Any security other than an…
- **§ 230.144A Private resales of securities to institutions.**: (2) In determining the aggregate amount of securities owned and invested on a discretionary basis by…
- **§ 230.456 Date of filing; timing of fee payment.**: (5) An issuer paying the fee required by paragraph (d) (1) of this section or any portion thereof more than 90…
- **§ 230.502 General conditions to be met.**: (1) or § 230.506(c), neither the issuer nor any person acting on its behalf shall offer or sell the securities by any…
- **§ 230.251 Scope of exemption.**: (3) of this section, the 90 calendar day period for dealers shall commence on the day of the first bona fide offering of…
- **§ 230.405 Definitions of terms.**: (4) Which is able to be purchased or redeemed, subject to conditions or limitations as described in the registration statement…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (8), and (f) of this section, the following shall be filed with the Commission under…
- **§ 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.**: § 230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: this section: (1)…
- **§ 230.147 Intrastate offers and sales.**: (3) The issuer shall, at the time of any offer or sale by it of a security pursuant to this section (§ 230.147)…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (5)(i) through (ix) of this section. (i)…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (4) Multiple Funds and Classes. A Summary Prospectus may describe only one Fund…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (2)(i) and/or (ii)), must include the following statement: You could…
- **§ 230.902 Definitions.**: the period of time specified in the relevant provision of § 230.903, except that: (1) All offers and sales by a distributor of an unsold…
- **§ 230.800 Definitions for §§ 230.800, 230.801 and 230.802.**: well as from third-party information providers. These examples are not intended to be exclusive. (i)…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (2) of this…
- **§ 230.457 Computation of fee.**: (3) Where a registration statement includes securities to be offered pursuant to an employee benefit plan and covers the resale…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (2) of this section as to: (i) Any accountant with respect to financial statements or…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: the structure, design, or assembly of an asset-backed security or the composition of the…
- **§ 230.152 Integration.**: (5) prohibits the issuer from continuing to sell securities using the registration statement, or any earlier date on which the offering…
- **§ 230.419 Offerings by blank check companies.**: (2) The obligation of the registrant to provide, and the right of the purchaser to receive, information regarding…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: such person's registration as a broker, dealer, municipal…
- **§ 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.**: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (4) The conditions set forth in paragraph (e) of this section are satisfied. (d)…
- **§ 230.144A Private resales of securities to institutions.**: (5) For purposes of this section, riskless principal transaction means a transaction in which a…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (3) The condition to file a free writing prospectus under paragraph (d) (1) of this…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (1)), or any other rule or regulation thereunder; or (B) Section…
- **§ 230.502 General conditions to be met.**: (2) of the Act and cannot be resold without registration under the Act or an exemption therefrom. The issuer shall…
- **§ 230.192 Conflicts of interest relating to certain securitizations.**: (1) The asset-backed security (as defined in this section) is not issued by a U.S. person…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (4). If an affiliated person, promoter, or principal underwriter of…
- **§ 230.430D Prospectus in a registration statement after effective date for asset-backed securities offerings.**: document immediately prior to such effective…
- **§ 230.419 Offerings by blank check companies.**: (1) Post-effective amendment for acquisition agreement. Upon execution of an agreement(s) for the acquisition(s)…
- **§ 230.251 Scope of exemption.**: (3) Continuous or delayed offerings. (i) Continuous or delayed offerings may be made under this Regulation A, so long as the…
- **§ 230.424 Filing of prospectuses, number of copies.**: (1)(vii) or § 230.415(a) (1)(xii) disclosing information previously omitted from the prospectus filed as…
- **§ 230.430B Prospectus in a registration statement after effective date.**: 436. (g) Notwithstanding paragraph (e) or (f) of this section or paragraph (a) of Rule…
- **§ 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.**: (4) Exchange-traded fund…
- **§ 230.485 Effective date of post-effective amendments filed by certain registered investment companies.**: (2) of this section, if another post-effective…
- **§ 230.405 Definitions of terms.**: (1) The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: an Initial Summary Prospectus for a…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.501 Definitions and terms used in Regulation D.**: other issuer (whether or not it had control before the acquisition). (e) Calculation of number of…
- **§ 230.457 Computation of fee.**: in connection with the issuance of such receipts. (l) Notwithstanding the other provisions of this rule, the proposed maximum…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (4) Financial…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) of this section shall not apply to restricted securities sold…
- **§ 230.902 Definitions.**: (3)) in § 230.903, as applicable, shall be made only in accordance with the provisions of § 230.903 or § 230.904; pursuant to…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (6)(i) Notwithstanding the provisions of paragraph (d) of this section, in an…
- **§ 230.501 Definitions and terms used in Regulation D.**: (3) A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1) The Fund's current Summary Prospectus, Statutory Prospectus, Statement of…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (1) of this section shall not apply: (i) With respect to any…
- **§ 230.144A Private resales of securities to institutions.**: (11) of the Act, and such securities shall be deemed not to have been offered to the public within…
- **§ 230.701 Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.**: (6) If the sale…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (4) of this section must be presented in a type size at least as large…
- **§ 230.251 Scope of exemption.**: (3)(i)(F), securities covered by the prior offering statement may continue to be offered and sold until the earlier of the…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (2)(v)(A), (B), and (D) of this section…
- **§ 230.419 Offerings by blank check companies.**: (2) Terms of the offering. The terms of the offering must provide, and the registrant must satisfy, the following…
- **§ 230.430B Prospectus in a registration statement after effective date.**: (5), or (b) (7). (i) Issuers relying on this section shall furnish the undertakings…
- **§ 230.405 Definitions of terms.**: (8) of this chapter, the issuer shall not exclude securities held by persons who received the securities pursuant to an…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (2) Affiliates or persons selling on behalf of affiliates. Any…
- **§ 230.457 Computation of fee.**: (3). (n) Where the securities to be offered are guarantees of other securities which are being registered concurrently, no…
- **§ 230.424 Filing of prospectuses, number of copies.**: (2) The form of prospectus must include the following information in an exhibit submitted as required by…
- **§ 230.902 Definitions.**: (3)) in § 230.903, as applicable, shall include statements to the effect that the securities have not been registered under the Act and…
- **§ 230.506 Exemption for limited offers and sales without regard to dollar amount of offering.**: (1) of this section, events relating to any affiliated issuer…
- **§ 230.501 Definitions and terms used in Regulation D.**: (4) of the Act shall apply, except that in the case of a proceeding under the Federal Bankruptcy Code (11…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1). (c) Use of applications. An advertisement that complies with this…
- **§ 230.419 Offerings by blank check companies.**: (3) Conditions for release of deposited securities and funds. Funds held in the escrow or trust account may be…
- **§ 230.457 Computation of fee.**: (1) The dollar amount of the previously paid filing fee to be offset against the currently due filing fee; (2) The amount of…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (6)(i) through (iv) of this section. (i)…
- **§ 230.405 Definitions of terms.**: (3) Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for…
- **§ 230.902 Definitions.**: (1) An offer or sale of securities is made in an “offshore transaction” if: (i) The offer is not made to a person in the United States…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (7) The condition to file a free writing prospectus or issuer information pursuant…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) Reporting issuers. The issuer is, and has been for a period of…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1) of this section must be presented on the Web site in a format, or formats…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.251 Scope of exemption.**: (3)(ii), the term at the market offering means an offering of equity securities into an existing trading market for outstanding…
- **§ 230.144A Private resales of securities to institutions.**: (1) The securities are sold only to a qualified institutional buyer or to a purchaser that the seller…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (6)(i) of this section. Provide enough…
- **§ 230.501 Definitions and terms used in Regulation D.**: (2) Has such knowledge and experience in financial and business matters that he is capable of evaluating…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (8)(ii) of this section, a written communication that is a road show shall not be…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (3) of this section shall be deemed to be met, notwithstanding the fact that the…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1), the person can rely upon: 1. A statement in whichever is the…
- **§ 230.457 Computation of fee.**: (5) A statement that the registrant has: (i) Withdrawn the prior registration statement; or (ii) Terminated or completed any…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (2) Tax-equivalent yield. A tax-equivalent yield that: (i) Is based on…
- **§ 230.419 Offerings by blank check companies.**: (4) Prospectus supplement. If funds and securities are released from the escrow or trust account to the…
- **§ 230.144A Private resales of securities to institutions.**: a person fulfilling an equivalent function, or other executive officer of the purchaser, specifying…
- **§ 230.902 Definitions.**: (1) of this section, publication or distribution of a research report in accordance with Rule 138(c) (§ 230.138(c)) or Rule 139(b) (§…
- **§ 230.405 Definitions of terms.**: (3) A written communication that constitutes an offer to sell or solicitation of an offer to buy such securities that falls…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (1) Delivery upon request. If paragraph (c) or (d) of this section is relied on…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (8): A communication that is provided or transmitted simultaneously with a road show…
- **§ 230.419 Offerings by blank check companies.**: (2) File the financial statements and additional information with the Commission under cover of Form 8-K (17 CFR…
- **§ 230.457 Computation of fee.**: units of securities or the maximum aggregate offering price of any securities until the issuer updates the “Calculation of…
- **§ 230.902 Definitions.**: (1) “Substantial U.S. market interest” with respect to a class of an issuer's equity securities means: (i) The securities exchanges and…
- **§ 230.501 Definitions and terms used in Regulation D.**: (4) of this section must be made with specific reference to each prospective investment. Advance blanket…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (2) of this section need not be sent or…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (3) Average annual total return. Average annual total return for one…
- **§ 230.405 Definitions of terms.**: (1) An ineligible issuer is an issuer with respect to which any of the following is true as of the relevant date of…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) General rule. (i) If the issuer of the securities is, and has…
- **§ 230.144A Private resales of securities to institutions.**: (3) The securities offered or sold: (i) Were not, when issued, of the same class as securities listed…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.902 Definitions.**: (1), and the principal amount or principal balance of its securities described in § 230.902(a) (2), in the aggregate, is held of record…
- **§ 230.405 Definitions of terms.**: file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (1) of this section, historical issuer information that is identified as such and…
- **§ 230.457 Computation of fee.**: (4) The registration fee is calculated by multiplying the net sales amount by the fee payment rate in effect on the date of the…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (2) of the Act (15 U.S.C. 77e(b) (2)) to…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (4) After-tax return. For an open-end management investment company…
- **§ 230.144A Private resales of securities to institutions.**: (4)(i) In the case of securities of an issuer that is neither subject to section 13 or 15(d) of the…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (2) Promissory notes, other obligations or installment contracts…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: the document. (2) Greater prominence. If paragraph (c) or (d) of this section is…
- **§ 230.902 Definitions.**: (2) The following are not “U.S. persons”: (i) Any discretionary account or similar account (other than an estate or trust) held for the…
- **§ 230.144A Private resales of securities to institutions.**: than 6 months before the date of resale, it shall be accompanied by additional statements of profit…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (2) of this section, within four business days after the issuer or other offering…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.405 Definitions of terms.**: (1)(iv) if an issuer has filed an annual report with audited financial statements subsequent to its emergence from that…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (3) of this section; (iii) In the case of any measure of performance…
- **§ 230.498 Summary Prospectuses for open-end management investment companies.**: (5) Compliance with paragraph (f) not a condition to reliance on paragraphs (c)…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (4) The conditions set forth in…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3) Determination of holding period. The following provisions…
- **§ 230.902 Definitions.**: organizations, their agencies, affiliates and pension plans. (l) United States. “United States” means the United States of America, its…
- **§ 230.405 Definitions of terms.**: (4)(B)(i) through (iv)); (vi) Within the past three years (but in the case of a decree or order agreed to in a settlement, not…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1) Yield. Any quotation of the money market fund's yield in an…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1) The current Initial Summary…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (3) For purposes of this paragraph (f) of this section, an issuer that is in the…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3)( ii ): If the surrendered securities originally did not…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (1) An issuer free writing prospectus means a free writing prospectus prepared by or…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: that if the securities were pledged without recourse they shall be…
- **§ 230.405 Definitions of terms.**: (2) An issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1)(i) of this section. Place the quotations of total return and…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1) of this section must be presented on…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1)(i) The total return quotations are current to the most recent…
- **§ 230.405 Definitions of terms.**: 164. Majority-owned subsidiary. The term majority-owned subsidiary means a subsidiary more than 50 percent of whose outstanding…
- **§ 230.433 Conditions to permissible post-filing free writing prospectuses.**: (5) A bona fide electronic road show means a road show that is a written…
- **§ 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.**: § 230.610a Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3)( vi) ): While there is no holding period or amount limitation…
- **§ 230.405 Definitions of terms.**: (1) The term promoter includes: (i) Any person who, acting alone or in conjunction with one or more other persons, directly or…
- **§ 230.482 Advertising by an investment company as satisfying requirements of section 10.**: (1) The maximum amount of any sales load, or any other nonrecurring…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3)(ii) and (ix) of this section. (ix) Holding company formations…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (3) of this section, as soon as…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3)( x ): If the options or warrants originally did not provide…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1) to any person requesting a copy of…
- **§ 230.405 Definitions of terms.**: (2)), that is registered under the Investment Company Act. Registrant. The term registrant means the issuer of the securities…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (4) Website addresses. If paragraph (f)…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) If any securities are sold for the account of an affiliate of…
- **§ 230.405 Definitions of terms.**: (3) of this definition. A registrant that files its financial statements in accordance with or provides a reconciliation to…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) of this section or, together with all sales of securities of…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1)(ii) of this section is conveyed for…
- **§ 230.405 Definitions of terms.**: days of the registrant's most recently completed month ending prior to the earlier of the registrant's announcement date or…
- **§ 230.498A Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.**: (1) or (2) of this section.
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (2) of this section, whichever is applicable; Note to § 230.144( e…
- **§ 230.405 Definitions of terms.**: (3) Income test. (i) This test is met when: (A) The absolute value of the registrant's and its other subsidiaries' equity in…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (2) of this section, whichever is applicable; (iv) Where…
- **§ 230.405 Definitions of terms.**: (3)(i)(B) in this definition does not apply and the absolute value of the registrant's and its subsidiaries' consolidated…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (38) of the Exchange Act; or (iii) Riskless principal transactions…
- **§ 230.405 Definitions of terms.**: (4)(i) of this definition) condition exceeds 5 percent. However, if the absolute value of the change in net assets resulting…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3) Paragraph (f) of this section shall not apply to: (i)…
- **§ 230.405 Definitions of terms.**: (3) Whether an issuer is a smaller reporting company is determined on an annual basis. (i) For issuers that are required to…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (4) After reasonable inquiry is not aware of circumstances…
- **§ 230.405 Definitions of terms.**: and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3) of this section should include, but not necessarily be limited…
- **§ 230.405 Definitions of terms.**: (3)(iii)(A) of this definition will qualify as a smaller reporting company regardless of its revenues. Instruction 2 to…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (3) The Form 144 shall be signed by the person for whose account…
- **§ 230.405 Definitions of terms.**: (1)(ii) of this definition unless, at the determination date, the issuer also is eligible to register a primary offering of its…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1) This section is not available for the resale of securities…
- **§ 230.405 Definitions of terms.**: (1)(i) of this definition and, as to the subsidiaries' securities that are being or may be offered on that parent's…
- **§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.**: (1)(i), then those securities may be sold subject to the…
- **§ 230.405 Definitions of terms.**: (2) For purposes of this definition, the determination date as to whether an issuer is a well-known seasoned issuer shall be…

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