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Electronic Code of Federal Regulations

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e-CFR Data is current as of April 23, 2014

TITLE 17—Commodity and Securities Exchanges

CHAPTER II—SECURITIES AND EXCHANGE COMMISSION

PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

rule

General

§230.100
Definitions of terms used in the rules and regulations.
§230.110
Business hours of the Commission.
§230.111
Payment of fees.
§230.120
Inspection of registration statements.
§230.122
Non-disclosure of information obtained in the course of examinations and investigations.
§230.130
Definition of “rules and regulations” as used in certain sections of the Act.
§230.131
Definition of security issued under governmental obligations.
§230.132
Definition of “common trust fund” as used in section 3(a)(2) of the Act.
§230.133
Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.
§230.134
Communications not deemed a prospectus.
§230.134a
Options material not deemed a prospectus.
§230.134b
Statements of additional information.
§230.135
Notice of proposed registered offerings.
§230.135a
Generic advertising.
§230.135b
Materials not deemed an offer to sell or offer to buy nor a prospectus.
§230.135c
Notice of certain proposed unregistered offerings.
§230.135d
[Reserved]
§230.135e
Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.
§230.136
Definition of certain terms in relation to assessable stock.
§230.137
Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.
§230.138
Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.
§230.139
Publications or distributions of research reports by brokers or dealers distributing securities.
§230.139a
Publications by brokers or dealers distributing asset-backed securities.
§230.140
Definition of “distribution” 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 2(11), for certain transactions.
§230.142
Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.
§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.
§230.144
Persons deemed not to be engaged in a distribution and therefore not underwriters.
§230.144A
Private resales of securities to institutions.
§230.145
Reclassification of securities, mergers, consolidations and acquisitions of assets.
§230.146
Rules under section 18 of the Act.
§230.147
“Part of an issue”, “person resident”, and “doing business within” for purposes of section 3(a)(11).
§230.148
[Reserved]
§230.149
Definition of “exchanged” in section 3(a)(9), for certain transactions.
§230.150
Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.
§230.151
Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).
§230.152
Definition of “transactions by an issuer not involving any public offering” in section 4(2), for certain transactions.
§230.152a
Offer or sale of certain fractional interests.
§230.153
Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.
§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.
§230.153b
Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.
§230.154
Delivery of prospectuses to investors at the same address.
§230.155
Integration of abandoned offerings.
§230.156
Investment company sales literature.
§230.157
Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.
§230.158
Definitions of certain terms in the last paragraph of section 11(a).
§230.159
Information available to purchaser at time of contract of sale.
§230.159A
Certain definitions for purposes of section 12(a)(2) of the Act.
§230.160
Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.
§230.161
Amendments to rules and regulations governing exemptions.
§230.162
Submission of tenders in registered exchange offers.
§230.163
Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.
§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.
§230.164
Post-filing free writing prospectuses in connection with certain registered offerings.
§230.165
Offers made in connection with a business combination transaction.
§230.166
Exemption from section 5(c) for certain communications in connection with business combination transactions.
§230.167
Communications in connection with certain registered offerings of asset-backed securities.
§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.
§230.169
Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.
§230.170
Prohibition of use of certain financial statements.
§230.171
Disclosure detrimental to the national defense or foreign policy.
§230.172
Delivery of prospectuses.
§230.173
Notice of registration.
§230.174
Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.
§230.175
Liability for certain statements by issuers.
§230.176
Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.
§230.180
Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.
§230.190
Registration of underlying securities in asset-backed securities transactions.
§230.191
Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.
§230.193
Review of underlying assets in asset-backed securities transactions.
§230.194
Definitions of the terms “swap” and “security-based swap” as used in the Act.
§230.215
Accredited investor.

Regulation A-R—Special Exemptions

§230.236
Exemption of shares offered in connection with certain transactions.
§230.237
Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.
§230.238
Exemption for standardized options.
§230.239
Exemption for offers and sales of certain security-based swaps.
§230.240
Exemption for certain security-based swaps.

Regulation A—Conditional Small Issues Exemption

§230.251
Scope of exemption.
§230.252
Offering statement.
§230.253
Offering circular.
§230.254
Solicitation of interest document for use prior to an offering statement.
§230.255
Preliminary Offering Circulars.
§230.256
Filing of sales material.
§230.257
Reports of sales and use of proceeds.
§230.258
Suspension of the exemption.
§230.259
Withdrawal or abandonment of offering statements.
§230.260
Insignificant deviations from a term, condition or requirement of Regulation A.
§230.261
Definitions.
§230.262
Disqualification provisions.
§230.263
Consent to Service of Process.
§§230.300-230.346
[Reserved]

Regulation C—Registration

§230.400
Application of §§230.400 to 230.494, inclusive.

general requirements

§230.401
Requirements as to proper form.
§230.401a
Requirements as to proper form.
§230.402
Number of copies; binding; signatures.
§230.403
Requirements as to paper, printing, language and pagination.
§230.404
Preparation of registration statement.
§230.405
Definitions of terms.
§230.406
Confidential treatment of information filed with the Commission.
§230.408
Additional information.
§230.409
Information unknown or not reasonably available.
§230.410
Disclaimer of control.
§230.411
Incorporation by reference.
§230.412
Modified or superseded documents.
§230.413
Registration of additional securities and additional classes of securities.
§230.414
Registration by certain successor issuers.
§230.415
Delayed or continuous offering and sale of securities.
§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.
§230.417
Date of financial statements.
§230.418
Supplemental information.
§230.419
Offerings by blank check companies.

form and content of prospectuses

§230.420
Legibility of prospectus.
§230.421
Presentation of information in prospectuses.
§230.423
Date of prospectuses.
§230.424
Filing of prospectuses, number of copies.
§230.425
Filing of certain prospectuses and communications under §230.135 in connection with business combination transactions.
§230.426
Filing of certain prospectuses under §230.167 in connection with certain offerings of asset-backed securities.
§230.427
Contents of prospectus used after nine months.
§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.
§230.429
Prospectus relating to several registration statements.
§230.430
Prospectus for use prior to effective date.
§230.430A
Prospectus in a registration statement at the time of effectiveness.
§230.430B
Prospectus in a registration statement after effective date.
§230.430C
Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.
§230.431
Summary prospectuses.
§230.432
Additional information required to be included in prospectuses relating to tender offers.
§230.433
Conditions to permissible post-filing free writing prospectuses.

written consents

§230.436
Consents required in special cases.
§230.437
Application to dispense with consent.
§230.437a
Written consents.
§230.438
Consents of persons about to become directors.
§230.439
Consent to use of material incorporated by reference.
§§230.445-230.447
[Reserved]

filings; fees; effective date

§230.455
Place of filing.
§230.456
Date of filing; timing of fee payment.
§230.457
Computation of fee.
§230.459
Calculation of effective date.
§230.460
Distribution of preliminary prospectus.
§230.461
Acceleration of effective date.
§230.462
Immediate effectiveness of certain registration statements and post-effective amendments.
§230.463
Report of offering of securities and use of proceeds therefrom.
§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.
§230.466
Effective date of certain registration statements on Form F-6.
§230.467
Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-10 and F-80.

amendments; withdrawals

§230.470
Formal requirements for amendments.
§230.471
Signatures to amendments.
§230.472
Filing of amendments; number of copies.
§230.473
Delaying amendments.
§230.474
Date of filing of amendments.
§230.475
Amendment filed with consent of Commission.
§230.475a
Certain pre-effective amendments deemed filed with the consent of the Commission.
§230.476
Amendment filed pursuant to order of Commission.
§230.477
Withdrawal of registration statement or amendment.
§230.478
Powers to amend or withdraw registration statement.
§230.479
Procedure with respect to abandoned registration statements and post-effective amendments.

investment companies; business development companies

§230.480
Title of securities.
§230.481
Information required in prospectuses.
§230.482
Advertising by an investment company as satisfying requirements of section 10.
§230.483
Exhibits for certain registration statements.
§230.484
Undertaking required in certain registration statements.
§230.485
Effective date of post-effective amendments filed by certain registered investment companies.
§230.486
Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.
§230.487
Effectiveness of registration statements filed by certain unit investment trusts.
§230.488
Effective date of registration statements relating to securities to be issued in certain business combination transactions.
§230.489
Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.

registration by foreign governments or political subdivisions thereof

§230.490
Information to be furnished under paragraph (3) of Schedule B.
§230.491
Information to be furnished under paragraph (6) of Schedule B.
§230.492
Omissions from prospectuses.
§230.493
Additional Schedule B disclosure and filing requirements.
§230.494
Newspaper prospectuses.
§230.495
Preparation of registration statement.
§230.496
Contents of prospectus and statement of additional information used after nine months.
§230.497
Filing of investment company prospectuses—number of copies.
§230.498
Summary Prospectuses for open-end management investment companies.

Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933

§230.500
Use of Regulation D.
§230.501
Definitions and terms used in Regulation D.
§230.502
General conditions to be met.
§230.503
Filing of notice of sales.
§230.504
Exemption for limited offerings and sales of securities not exceeding $1,000,000.
§230.505
Exemption for limited offers and sales of securities not exceeding $5,000,000.
§230.506
Exemption for limited offers and sales without regard to dollar amount of offering.
§230.507
Disqualifying provision relating to exemptions under §§230.504, 230.505 and 230.506.
§230.508
Insignificant deviations from a term, condition or requirement of Regulation D.

Regulation E—Exemption for Securities of Small Business Investment Companies

§230.601
Definitions of terms used in §§230.601 to 230.610a.
§230.602
Securities exempted.
§230.603
Amount of securities exempted.
§230.604
Filing of notification on Form 1-E.
§230.605
Filing and use of the offering circular.
§230.606
Offering not in excess of $100,000.
§230.607
Sales material to be filed.
§230.608
Prohibition of certain statements.
§230.609
Reports of sales hereunder.
§230.610
Suspension of exemption.
§230.610a
Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.
§§230.651-230.656
[Reserved]
§230.701
Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.
§§230.702(T)-230.703(T)
[Reserved]

Exemptions for Cross-Border Rights Offerings, Exchange Offers and Business Combinations

§230.800
Definitions for §§230.800, 230.801 and 230.802.
§230.801
Exemption in connection with a rights offering.
§230.802
Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.

Regulation S—Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933

§230.901
General statement.
§230.902
Definitions.
§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.
§230.904
Offshore resales.
§230.905
Resale limitations.

Regulation CE—Coordinated Exemptions for Certain Issues of Securities Exempt Under State Law

§230.1001
Exemption for transactions exempt from qualification under §25102(n) of the California Corporations Code.


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