Section 201 of the Jumpstart Our Business Startups Act, referred to in subsec. (b), is section 201 of Pub. L. 112–106, which amended this section and enacted provisions set out as a note under this section.
Section 78o(a)(1) of this title, referred to in subsec. (c)(1), was in the original “section 15(a)(1) of this title” and was translated as meaning section 15(a)(1) of the Securities Exchange Act of 1934 to reflect the probable intent of Congress.
Section 78c(a)(39) of this title, referrred to in subsec. (c)(2)(C), was in the original “section 3(a)(39) of this title” and was translated as meaning section 3(a)(39) of the Securities Exchange Act of 1934 to reflect the probable intent of Congress.
2015—Subsec. (a)(7). Pub. L. 114–94, § 76001(a)(1), added par. (7).
Subsec. (c). Pub. L. 114–94, § 76001(a)(2), redesignated subsec. (b) relating to securities offered and sold in compliance with Rule 506 of Regulation D as (c).
Subsecs. (d), (e). Pub. L. 114–94, § 76001(a)(3), added subsecs. (d) and (e).
2012—Pub. L. 112–106, § 201(b)(1), (c)(1), made identical amendments, designating existing provisions as subsec. (a).
Subsec. (a)(5). Pub. L. 112–106, § 401(c), which directed amendment of this section by substituting “section 77c(b)(1)” for “section 77c(b)” in par. (5), was executed by making the substitution in subsec. (a)(5) to reflect the probable intent of Congress and the amendment by Pub. L. 112–106, § 201(b)(1), (c)(1). See above.
Subsec. (a)(6). Pub. L. 112–106, § 302(a), which directed amendment of this section by adding par. (6) at the end, was executed by making the addition at the end of subsec. (a) to reflect the probable intent of Congress and the amendment by Pub. L. 112–106, § 201(b)(1), (c)(1). See above.
Subsec. (b). Pub. L. 112–106, § 201(c)(2), added subsec. (b) relating to securities offered and sold in compliance with Rule 506 of Regulation D under this subchapter.
Pub. L. 112–106, § 201(b)(2), added subsec. (b) relating to offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations.
2010—Pars. (5), (6). Pub. L. 111–203 redesignated par. (6) as (5) and struck out former par. (5) which related to exemption for certain transactions involving offers or sales of one or more promissory notes directly secured by a first lien on a single parcel of real estate upon which is located a dwelling or other residential or commercial structure, and exemption for certain transactions between entities involving non-assignable contracts to buy or sell the foregoing securities which are to be completed within two years.
1980—Par. (6). Pub. L. 96–477 added par. (6).
1975—Par. (5). Pub. L. 94–29 added par. (5).
1964—Pub. L. 88–467 substituted “shall not apply to—” for “shall not apply to any of the following transactions:” in introductory text.
Par. (1). Pub. L. 88–467 reenacted existing first provision of par. (1) and struck out second and third provisions, which are incorporated in pars. (2) and (3)(A) to (C).
Par. (2). Pub. L. 88–467 redesignated existing second provision of par. (1) as (2). Former par. (2) redesignated (4).
Par. (3). Pub. L. 88–467 redesignated existing third provision of par. (1) as (3), designated the excepted transactions as cls. (A) to (C), inserted in cl. (B) “or such shorter period as the Commission may specify by rules and regulations or order” and inserted sentence relating to the applicable period to transactions referred to in clause (B).
Par. (4). Pub. L. 88–467 redesignated former par. (2) as (4) and substituted “over-the-counter market” for “open or counter market”.
1954—Act
1934—Act
Amendment by Pub. L. 111–203 effective 1 day after
Amendment by Pub. L. 94–29 effective
Amendment by Pub. L. 88–467 effective
Amendment by act
Pub. L. 112–106, title II, § 201(a), “(1) Not later than 90 days after the date of the enactment of this Act [“(2) Not later than 90 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise subsection (d)(1) of section 230.144A of title 17, Code of Federal Regulations, to provide that securities sold under such revised exemption may be offered to persons other than qualified institutional buyers, including by means of general solicitation or general advertising, provided that securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer.”
Pub. L. 112–106, title III, § 302(c),
Pub. L. 112–106, title III, § 302(d), “(1) Not later than 270 days after the date of enactment of this Act [“(A) an issuer shall not be eligible to offer securities pursuant to section 4(6) [probably means “section 4(a)(6)”] of the Securities Act of 1933 [15 U.S.C. 77d(a)(6)], as added by this title; and“(B) a broker or funding portal shall not be eligible to effect or participate in transactions pursuant to that section 4(6).“(2) Disqualification provisions required by this subsection shall—“(A) be substantially similar to the provisions of section 230.262 of title 17, Code of Federal Regulations (or any successor thereto); and“(B) disqualify any offering or sale of securities by a person that—“(i) is subject to a final order of a State securities commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, or the National Credit Union Administration, that—“(I) bars the person from— “(aa) association with an entity regulated by such commission, authority, agency, or officer; “(bb) engaging in the business of securities, insurance, or banking; or “(cc) engaging in savings association or credit union activities; or“(II) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the 10-year period ending on the date of the filing of the offer or sale; or“(ii) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.”
Pub. L. 111–203, title IX, § 926, “(1) are substantially similar to the provisions of section 230.262 of title 17, Code of Federal Regulations, or any successor thereto; and“(2) disqualify any offering or sale of securities by a person that—“(A) is subject to a final order of a State securities commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, or the National Credit Union Administration, that—“(i) bars the person from— “(I) association with an entity regulated by such commission, authority, agency, or officer; “(II) engaging in the business of securities, insurance, or banking; or “(III) engaging in savings association or credit union activities; or“(ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the 10-year period ending on the date of the filing of the offer or sale; or“(B) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.”
[For definitions of terms used in section 926 of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.]
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff.