This chapter, referred to in subsec. (a), was in the original “this Act”, and this chapter, referred to in subsecs. (b)(1), (h)(1), (2), (4), (6), (i), and (n)(6)(B)(v), (C)(i)(I), (7)(A), was in the original “this title”. See References in Text note set out under section 78a of this title.
The Securities Act of 1933, referred to in subsecs. (a) and (d)(6)(A), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.
The Investment Company Act of 1940, referred to in subsecs. (d)(1) and (e)(1), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.
The Federal Deposit Insurance Act, referred to in subsec. (f)(5), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see Short Title note set out under section 1811 of Title 12 and Tables.
Section 7201 of this title, referred to in subsec. (k)(1), was in the original “section 2 of the Sarbanes-Oxley Act of 2002”, Pub. L. 107–204, which enacted section 7201 of this title and amended section 78c of this title.
The Commodity Exchange Act, referred to in subsec. (n)(8), is act Sept. 21, 1922, ch. 369, 42 Stat. 998, which is classified generally to chapter 1 (§ 1 et seq.) of Title 7, Agriculture. For complete classification of this Act to the Code, see section 1 of Title 7 and Tables.
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to in subsec. (p)(5), is section 1502 of Pub. L. 111–203, which amended this section and enacted provisions set out as a note below.
Executive Order No. 13224, referred to in subsec. (r)(1)(D)(i), is Ex. Ord. No. 13224,
Executive Order No. 13382, referred to in subsec. (r)(1)(D)(ii), is Ex. Ord. No. 13382,
2022—Subsec. (s). Pub. L. 117–263 added subsec. (s).
2015—Subsec. (n)(5)(G). Pub. L. 114–94, § 86001(c)(1)(A), substituted “make available security-based swap” for “make available all” in introductory provisions.
Subsec. (n)(5)(G)(v)(IV). Pub. L. 114–94, § 86001(c)(1)(B), added subcl. (IV)
Subsec. (n)(5)(H). Pub. L. 114–94, § 86001(c)(2), added subpar. (H) and struck out former subpar. (H) which related to confidentiality and indemnification agreement.
2012—Subsec. (a). Pub. L. 112–106 inserted at end of concluding provisions “In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.”
Subsec. (r). Pub. L. 112–158 added subsec. (r).
2010—Subsec. (b)(1). Pub. L. 111–203, § 985(b)(4), substituted “earnings statement” for “earning statement”.
Subsec. (b)(2)(C). Pub. L. 111–203, § 982(h)(3), amended Pub. L. 107–204, § 109. See 2002 Amendment note below.
Subsec. (d)(1). Pub. L. 111–203, § 929R(a)(1), in introductory provisions, inserted “or within such shorter time as the Commission may establish by rule” after “within ten days after such acquisition” and struck out “send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and” before “file with the Commission”.
Pub. L. 111–203, § 766(b)(1), in introductory provisions, inserted “or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the purchase or sale of a security-based swap that the Commission may define by rule, and” after “section 1629c(d)(6) of title 43,”.
Subsec. (d)(2). Pub. L. 111–203, § 929R(a)(2), struck out “in the statements to the issuer and the exchange, and” after “facts set forth” and “shall be transmitted to the issuer and the exchange and” after “an amendment”.
Subsec. (e)(3). Pub. L. 111–203, § 991(b)(2)(A), substituted “paragraph (4)” for “paragraphs (5) and (6)”.
Subsec. (e)(4) to (6). Pub. L. 111–203, § 991(b)(2)(B), (C), added pars. (4) to (6) and struck out former pars. (4) to (6) which related to offsetting collections, annual adjustment of rate, and final rate adjustment, respectively.
Subsec. (e)(8) to (10). Pub. L. 111–203, § 991(b)(2)(D), struck out pars. (8) to (10) which related to review and effective date of adjusted rate, collection of fees upon lapse of appropriation, and publication of rate, respectively.
Subsec. (f)(1). Pub. L. 111–203, § 766(c), which directed insertion of “or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule,” after “subsection (d)(1) of this section”, was executed by making the insertion after “section 13(d)(1) of this title”, which was translated to “subsection (d)(1) of this section”, to reflect the probable intent of Congress.
Subsec. (f)(2) to (6). Pub. L. 111–203, § 929X(a), added par. (2) and redesignated former pars. (2) to (5) as (3) to (6), respectively.
Subsec. (g)(1). Pub. L. 111–203, § 929R(a)(3), struck out “shall send to the issuer of the security and” before “shall file” in introductory provisions.
Pub. L. 111–203, § 766(b)(2), in introductory provisions, inserted “or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule” after “subsection (d)(1) of this section”.
Subsec. (g)(2). Pub. L. 111–203, § 929R(a)(4), struck out “sent to the issuer and” after “the statement” and “shall be transmitted to the issuer and” after “an amendment”.
Subsecs. (m), (n). Pub. L. 111–203, § 763(i), added subsecs. (m) and (n).
Subsec. (o). Pub. L. 111–203, § 766(e), added subsec. (o).
Subsec. (p). Pub. L. 111–203, § 1502(b), added subsec. (p).
Subsec. (q). Pub. L. 111–203, § 1504, added subsec. (q).
2002—Subsec. (b)(2)(C). Pub. L. 107–204, § 109(i), formerly § 109(h), renumbered § 109(i) by Pub. L. 111–203, § 982(h)(3), added subpar. (C).
Subsec. (e)(3). Pub. L. 107–123, § 5(1), substituted “a fee at a rate that, subject to paragraphs (5) and (6), is equal to $92 per $1,000,000 of the value of securities proposed to be purchased” for “a fee of 1⁄50 of 1 per centum of the value of securities proposed to be purchased”.
Subsec. (e)(4) to (10). Pub. L. 107–123, § 5(2), added pars. (4) to (10).
Subsecs. (i), (j). Pub. L. 107–204, § 401(a), added subsecs. (i) and (j).
Subsec. (k). Pub. L. 107–204, § 402(a), added subsec. (k).
Subsec. (l). Pub. L. 107–204, § 409, added subsec. (l).
1990—Subsec. (h). Pub. L. 101–432 added subsec. (h).
1988—Subsec. (b)(4) to (7). Pub. L. 100–418 added pars. (4) to (7).
Subsec. (d)(1). Pub. L. 100–241 inserted “or any equity security issued by a Native Corporation pursuant to section 1629c(d)(6) of title 43”.
1987—Subsec. (c). Pub. L. 100–181, § 315, struck out “of” after “thereof”.
Subsec. (h). Pub. L. 100–181, § 316, struck out subsec. (h) which required Commission to report to Congress within thirty months of
1983—Subsec. (e)(3). Pub. L. 98–38 added par. (3).
1977—Subsec. (b). Pub. L. 95–213, § 102, designated existing provisions as par. (1) and added pars. (2) and (3).
Subsec. (d)(1). Pub. L. 95–213, § 202, inserted references to residence and citizenship of persons and to nature of beneficial ownership of persons in subpar. (A), and inserted references to background, identity, residence, and citizenship of associates of persons in subpar. (D).
Subsecs. (g), (h). Pub. L. 95–213, § 203, added subsecs. (g) and (h).
1976—Subsec. (b). Pub. L. 94–210 substituted provisions relating to exceptions for inconsistent rules and regulations, for provisions relating to reporting requirements for carriers subject to the provisions of section 20 of title 49, or other carriers required to make reports of the same general character as those required under section 20 of title 49.
1975—Subsec. (f). Pub. L. 94–29 added subsec. (f).
1970—Subsec. (d)(1). Pub. L. 91–567, § 1(a), included equity securities of insurance companies which would have been required to be registered except for the exemption contained in section 78l(g)(2)(G) of this title, and substituted “5 per centum” for “10 per centum”.
Subsec. (d)(5), (6). Pub. L. 91–567, § 1(b), added par. (5) and redesignated former par. (5) as (6).
Subsec. (e)(2). Pub. L. 91–567, § 2, inserted provisions empowering the Commission to make rules and regulations implementing the paragraph in the public interest and for the protection of investors.
1968—Subsecs. (d), (e). Pub. L. 90–439 added subsecs. (d) and (e).
1964—Subsec. (a). Pub. L. 88–467 substituted provisions which require the issuer of a security registered pursuant to section 78l of this title to file reports with the Commission rather than with the exchange and to furnish the exchange with duplicate originals and prohibit the Commission from requiring the filing of any material contract wholly executed before
Amendment by Pub. L. 114–94 effective as if enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111–203, see section 86001(d) of Pub. L. 114–94, set out as a note under section 7a–1 of Title 7, Agriculture.
Pub. L. 112–158, title II, § 219(b),
Amendment by sections 929R(a), 929X(a), 982(h)(3), 985(b)(4), 1502(b), and 1504 of Pub. L. 111–203 effective 1 day after
Amendment by sections 763(i) and 766(b), (c), (e) of Pub. L. 111–203 effective on the later of 360 days after
Amendment by section 991(b)(2) of Pub. L. 111–203 effective
Amendment by Pub. L. 107–123 effective
Amendment by Pub. L. 94–210 not applicable to any report by any person with respect to a fiscal year of such person which began before
Amendment by Pub. L. 94–29 effective
Amendment by Pub. L. 88–467 effective
Amendment by Pub. L. 117–263 not to be construed to require certain additional information to be collected or disclosed, see section 5826 of Pub. L. 117–263, set out as a note under section 77g of this title.
Pub. L. 115–174, title V, § 508, “(1) section 230.251 of title 17, Code of Federal Regulations, to remove the requirement that the issuer not be subject to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) [15 U.S.C. 78m, 78o(d)] immediately before the offering; and“(2) section 230.257 of title 17, Code of Federal Regulations, with respect to an offering described in section 230.251(a)(2) of title 17, Code of Federal Regulations, to deem any issuer that is subject to section 13 or 15(d) of the Securities Exchange Act of 1934 as having met the periodic and current reporting requirements of section 230.257 of title 17, Code of Federal Regulations, if such issuer meets the reporting requirements of section 13 of the Securities Exchange Act of 1934.”
Pub. L. 114–94, div. G, title LXXII, § 72001,
Pub. L. 111–203, title IX, § 939B,
Pub. L. 111–203, title XV, § 1502, “(a) It is the sense of Congress that the exploitation and trade of conflict minerals originating in the Democratic Republic of the Congo is helping to finance conflict characterized by extreme levels of violence in the eastern Democratic Republic of the Congo, particularly sexual- and gender-based violence, and contributing to an emergency humanitarian situation therein, warranting the provisions of section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b).“(b) [Amended this section.]“(c) “(1) “(A) Not later than 180 days after the date of the enactment of this Act [“(B) The strategy required by subparagraph (A) shall include the following:“(i) A plan to promote peace and security in the Democratic Republic of the Congo by supporting efforts of the Government of the Democratic Republic of the Congo, including the Ministry of Mines and other relevant agencies, adjoining countries, and the international community, in particular the United Nations Group of Experts on the Democratic Republic of Congo, to— “(I) monitor and stop commercial activities involving the natural resources of the Democratic Republic of the Congo that contribute to the activities of armed groups and human rights violations in the Democratic Republic of the Congo; and “(II) develop stronger governance and economic institutions that can facilitate and improve transparency in the cross-border trade involving the natural resources of the Democratic Republic of the Congo to reduce exploitation by armed groups and promote local and regional development.“(ii) A plan to provide guidance to commercial entities seeking to exercise due diligence on and formalize the origin and chain of custody of conflict minerals used in their products and on their suppliers to ensure that conflict minerals used in the products of such suppliers do not directly or indirectly finance armed conflict or result in labor or human rights violations.“(iii) A description of punitive measures that could be taken against individuals or entities whose commercial activities are supporting armed groups and human rights violations in the Democratic Republic of the Congo.“(2) “(A) Not later than 180 days after the date of the enactment of this Act [“(i) produce a map of mineral-rich zones, trade routes, and areas under the control of armed groups in the Democratic Republic of the Congo and adjoining countries based on data from multiple sources, including— “(I) the United Nations Group of Experts on the Democratic Republic of the Congo; “(II) the Government of the Democratic Republic of the Congo, the governments of adjoining countries, and the governments of other Member States of the United Nations; and “(III) local and international nongovernmental organizations;“(ii) make such map available to the public; and“(iii) provide to the appropriate congressional committees an explanatory note describing the sources of information from which such map is based and the identification, where possible, of the armed groups or other forces in control of the mines depicted.“(B) The map required under subparagraph (A) shall be known as the ‘Conflict Minerals Map’, and mines located in areas under the control of armed groups in the Democratic Republic of the Congo and adjoining countries, as depicted on such Conflict Minerals Map, shall be known as ‘Conflict Zone Mines’.“(C) The Secretary of State shall update the map required under subparagraph (A) not less frequently than once every 180 days until the date on which the disclosure requirements under paragraph (1) of section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b), terminate in accordance with the provisions of paragraph (4) of such section 13(p).“(D) The Secretary of State shall add minerals to the list of minerals in the definition of conflict minerals under section 1502 [amending this section and enacting this note], as appropriate. The Secretary shall publish in the Federal Register notice of intent to declare a mineral as a conflict mineral included in such definition not later than one year before such declaration.“(d) “(1) Not later than 1 year after the date of the enactment of this Act [“(2) Not later than 2 years after the date of the enactment of this Act [“(A) An assessment of the effectiveness of section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b), in promoting peace and security in the Democratic Republic of the Congo and adjoining countries.“(B) A description of issues encountered by the Securities and Exchange Commission in carrying out the provisions of such section 13(p).“(C)(i) A general review of persons described in clause (ii) and whether information is publicly available about—“(I) the use of conflict minerals by such persons; and“(II) whether such conflict minerals originate from the Democratic Republic of the Congo or an adjoining country.“(ii) A person is described in this clause if—“(I) the person is not required to file reports with the Securities and Exchange Commission pursuant to section 13(p)(1)(A) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)(1)(A)], as added by subsection (b); and“(II) conflict minerals are necessary to the functionality or production of a product manufactured by such person.“(3) Not later than 30 months after the date of the enactment of this Act [“(A) An assessment of the accuracy of the independent private sector audits and other due diligence processes described under section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)].“(B) Recommendations for the processes used to carry out such audits, including ways to—“(i) improve the accuracy of such audits; and“(ii) establish standards of best practices.“(C) A listing of all known conflict mineral processing facilities worldwide.“(e) For purposes of this section:“(1) The term ‘adjoining country’, with respect to the Democratic Republic of the Congo, means a country that shares an internationally recognized border with the Democratic Republic of the Congo.“(2) The term ‘appropriate congressional committees’ means—“(A) the Committee on Appropriations, the Committee on Foreign Affairs, the Committee on Ways and Means, and the Committee on Financial Services of the House of Representatives; and“(B) the Committee on Appropriations, the Committee on Foreign Relations, the Committee on Finance, and the Committee on Banking, Housing, and Urban Affairs of the Senate.“(3) The term ‘armed group’ means an armed group that is identified as perpetrators of serious human rights abuses in the annual Country Reports on Human Rights Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 (22 U.S.C. 2151n(d) and 2304(b)) relating to the Democratic Republic of the Congo or an adjoining country.“(4) The term ‘conflict mineral’ means—“(A) columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives; or“(B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country.“(5) The term ‘under the control of armed groups’ means areas within the Democratic Republic of the Congo or adjoining countries in which armed groups—“(A) physically control mines or force labor of civilians to mine, transport, or sell conflict minerals;“(B) tax, extort, or control any part of trade routes for conflict minerals, including the entire trade route from a Conflict Zone Mine to the point of export from the Democratic Republic of the Congo or an adjoining country; or“(C) tax, extort, or control trading facilities, in whole or in part, including the point of export from the Democratic Republic of the Congo or an adjoining country.”
Pub. L. 106–102, title II, § 241, “(a) The Securities and Exchange Commission shall consult and coordinate comments with the appropriate Federal banking agency before taking any action or rendering any opinion with respect to the manner in which any insured depository institution or depository institution holding company reports loan loss reserves in its financial statement, including the amount of any such loan loss reserve.“(b) For purposes of subsection (a), the terms ‘insured depository institution’, ‘depository institution holding company’, and ‘appropriate Federal banking agency’ have the same meaning as given in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813].”
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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.
Memorandum of President of the United States,
Memorandum for the Director of National Intelligence
By virtue of the authority vested in me by the Constitution and laws of the United States, including section 301 of title 3, United States Code, I hereby assign to you the function of the President under section 13(b)(3)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m(b)(3)(A)). In performing such function, you should consult the heads of departments and agencies, as appropriate.
You are authorized and directed to publish this memorandum in the Federal Register.