§681. Organization

(a) Incorporation and charter under State law, period of succession; area of operations

A small business investment company shall be an incorporated body or a limited partnership organized and chartered or otherwise existing under State law solely for the purpose of performing the functions and conducting the activities contemplated under this subchapter, which, if incorporated, has succession for a period of not less than thirty years unless sooner dissolved by its shareholders, and if a limited partnership, has succession for a period of not less than ten years, and possesses the powers reasonably necessary to perform such functions and conduct such activities. The area in which the company is to conduct its operations, and the establishment of branch offices or agencies (if authorized by the articles), shall be subject to the approval of the Administration.

(b) Articles of incorporation; approval

The articles of any small business investment company shall specify in general terms the objects for which the company is formed, the name assumed by such company, the area or areas in which its operations are to be carried on, the place where its principal office is to be located, and the amount and classes of its shares of capital stock. Such articles may contain any other provisions not inconsistent with this chapter that the company may see fit to adopt for the regulation of its business and the conduct of its affairs. Such articles and any amendments thereto adopted from time to time shall be subject to the approval of the Administration.

(c) Forwarding of articles for approval or disapproval; matters considered; issuance of license

The articles and amendments thereto shall be forwarded to the Administration for consideration and approval or disapproval. In determining whether to approve such a company's articles and permit it to operate under the provisions of this chapter, the Administration shall give due regard, among other things, to the need and availability for the financing of small business concerns in the geographic area in which the proposed company is to commence business, the general business reputation and character of the proposed owners and management of the company, and the probability of successful operations of such company including adequate profitability and financial soundness. After consideration of all relevant factors, if it approves the company's articles, the Administration may in its discretion approve the company to operate under the provisions of this chapter and issue the company a license for such operation.

(d) Companies financing disadvantaged persons

Notwithstanding any other provision of this chapter, a small business investment company, the investment policy of which is that its investments will be made solely in small business concerns which will contribute to a well-balanced national economy by facilitating ownership in such concerns by persons whose participation in the free enterprise system is hampered because of social or economic disadvantages may be organized and chartered under State business or nonprofit corporation statutes, or formed as a limited partnership, and may be licensed by the Administration to operate under the provisions of this chapter.

( Pub. L. 85–699, title III, §301, Aug. 21, 1958, 72 Stat. 691 ; Pub. L. 86–502, §4, June 11, 1960, 74 Stat. 196 ; Pub. L. 87–341, §11(a), (b), Oct. 3, 1961, 75 Stat. 756 ; Pub. L. 90–104, title II, §202, Oct. 11, 1967, 81 Stat. 269 ; Pub. L. 92–595, §2(b), Oct. 27, 1972, 86 Stat. 1314 ; Pub. L. 94–305, title I, §106(b)–(d), June 4, 1976, 90 Stat. 666 ; Pub. L. 95–507, title I, §104, Oct. 24, 1978, 92 Stat. 1758 ; Pub. L. 100–590, title I, §105, Nov. 3, 1988, 102 Stat. 2993 .)

References in Text

For definition of "this chapter", referred to in subsecs. (b) to (d), see References in Text note set out under section 661 of this title.

Amendments

1988-Subsec. (a). Pub. L. 100–590 substituted ", if incorporated, has succession for a period of not less than thirty years unless sooner dissolved by its shareholders, and if a limited partnership, has succession for a period of not less than ten years," for "has succession for a period of not less than thirty years unless sooner dissolved by its shareholders or partners".

1978-Subsec. (d). Pub. L. 95–507 authorized small business investment companies to form as limited partnerships.

1976-Subsec. (a). Pub. L. 94–305, §106(b), inserted reference to limited partnership and reference to partners, struck out "of incorporation" after "by the articles", and inserted "or otherwise existing" after "chartered".

Subsec. (b). Pub. L. 94–305, §106(c), struck out "of incorporation" after "The articles".

Subsec. (c). Pub. L. 94–305, §106(d), struck out "of incorporation" after "articles" wherever appearing.

1972-Subsec. (d). Pub. L. 92–595 added subsec. (d).

1967-Subsec. (c). Pub. L. 90–104 provided for consideration of availability of financing, the geographic area, the business reputation, ownership factor, and probability of successful operations of company including adequate profitability and financial soundness and eliminated from consideration the number of such companies previously organized in the United States and the volume of their operations.

1961-Subsec. (a). Pub. L. 87–341, §11(a), provided that small business investment companies shall be incorporated, organized and chartered under State law, with a minimum succession period of thirty years unless sooner dissolved by its activities and functions, its area of operation shall be subject to the Administration's approval, and deleted provisions setting the minimum number of incorporators at 10, no company shall be chartered by the Administration unless it determined that none could be chartered under the laws of the State and operate in accordance with this chapter, and that no such company shall be chartered by the Administration under this section after June 30, 1961.

Subsec. (c). Pub. L. 87–341, §11(b)(1), (2), substituted "such a company's articles of incorporation and permit it to operate under the provisions of this chapter" for "the establishment of such a company and its proposed articles of incorporation", and provided that if the Administration approves the company to operate under the provisions of this chapter, it may issue the company a license for such operation.

Subsec. (d). Pub. L. 87–341, §11(b)(3), repealed subsec. (d) which specified the general powers of a company formed under this section.

Subsec. (e). Pub. L. 87–341, §11(b)(3), repealed subsec. (e) which provided for a board of directors for a company formed under this section.

1960-Subsec. (d)(9) to (11). Pub. L. 86–502 repealed par. (9) which empowered companies to act as depositories or fiscal agents of the United States, and redesignated pars. (10) and (11) as (9) and (10), respectively.

Effective Date of 1967 Amendment

Section 211 of title II of Pub. L. 90–104 provided that: "The effective date of this title [amending this section and sections 682 to 684, 686, 687, 687b, and 692 of this title] shall be ninety days after enactment [Oct. 11, 1967], except that, with respect to section 207 [amending section 686 of this title], it shall be January 1, 1968."

Regulatory Review

Pub. L. 102–366, title IV, §408(d), Sept. 4, 1992, 106 Stat. 1017 , directed Small Business Administration, not later than 90 days after Sept. 4, 1992, to complete a review of regulations intended to provide for safety and soundness of small business investment companies which obtain financing from the Administration under provisions of the Small Business Investment Act of 1958, 15 U.S.C. 661 et seq., and to exempt from such regulations, or to separately regulate, companies which do not obtain financing from the Administration.

Reports to Congress

Pub. L. 102–366, title IV, §408(e), Sept. 4, 1992, 106 Stat. 1017 , directed Administration, within 180 days after Sept. 4, 1992, to report on actions taken pursuant to section 408(d) of Pub. L. 102–366, formerly set out above, to the Committees on Small Business of the Senate and the House of Representatives, including the rationale for its actions.

Pub. L. 102–366, title IV, §417(b), Sept. 4, 1992, 106 Stat. 1019 , provided that: "Not later than 4 years after the date of enactment of this Act [Sept. 4, 1992], the Comptroller General of the United States shall transmit to the Committees on Small Business of the House of Representatives and the Senate a report that reviews the Small Business Investment Company program (established under the Small Business Investment Act of 1958 [15 U.S.C. 661 et seq.]) for the 3-year period following the date of enactment of this Act, with respect to each item listed in section 308(g)(3) of the Small Business Investment Act of 1958 [15 U.S.C. 687(g)(3)], as amended by subsection (a)."

Section Referred to in Other Sections

This section is referred to in sections 662, 682, 683, 687, 687b, 687j, 687l, 697f of this title; title 11 section 109; title 12 sections 1431, 1464; title 26 sections 1044, 1202; title 42 sections 5305, 9815.