§77f. Registration of securities

(a) Method of registration

Any security may be registered with the Commission under the terms and conditions hereinafter provided, by filing a registration statement in triplicate, at least one of which shall be signed by each issuer, its principal executive officer or officers, its principal financial officer, its comptroller or principal accounting officer, and the majority of its board of directors or persons performing similar functions (or, if there is no board of directors or persons performing similar functions, by the majority of the persons or board having the power of management of the issuer), and in case the issuer is a foreign or Territorial person by its duly authorized representative in the United States; except that when such registration statement relates to a security issued by a foreign government, or political subdivision thereof, it need be signed only by the underwriter of such security. Signatures of all such persons when written on the said registration statements shall be presumed to have been so written by authority of the person whose signature is so affixed and the burden of proof, in the event such authority shall be denied, shall be upon the party denying the same. The affixing of any signature without the authority of the purported signer shall constitute a violation of this subchapter. A registration statement shall be deemed effective only as to the securities specified therein as proposed to be offered.

(b) Fee for registration

At the time of filing a registration statement the applicant shall pay to the Commission a fee of one-fiftieth of 1 per centum of the maximum aggregate price at which such securities are proposed to be offered, but in no case shall such fee be less than $100.

(c) Time registration effective

The filing with the Commission of a registration statement, or of an amendment to a registration statement, shall be deemed to have taken place upon the receipt thereof, but the filing of a registration statement shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under subsection (b) of this section.

(d) Information available to public

The information contained in or filed with any registration statement shall be made available to the public under such regulations as the Commission may prescribe, and copies thereof, photostatic or otherwise, shall be furnished to every applicant at such reasonable charge as the Commission may prescribe.

(May 27, 1933, ch. 38, title I, §6, 48 Stat. 78 ; Oct. 22, 1965, Pub. L. 89–289, §1, 79 Stat. 1051 ; Dec. 4, 1987, Pub. L. 100–181, title II, §205, 101 Stat. 1252 .)

Amendments

1987-Subsec. (e). Pub. L. 100–181 struck out subsec. (e) which provided that no registration statement should be filed within the first 40 days following May 27, 1933.

1965-Subsec. (b). Pub. L. 89–289 substituted "one-fiftieth" for "one one-hundredth" and "$100" for "$25".

Effective Date of 1965 Amendment

Section 2 of Pub. L. 89–289 provided that: "The amendment made by the first section of this Act [amending this section] shall take effect January 1, 1966."

Transfer of Functions

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. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Increase in Registration Fees and Deposit Into Treasury

Pub. L. 103–352, Oct. 10, 1994, 108 Stat. 3148 , provided that:

"SECTION 1. CONTINUED COLLECTION OF REVENUES AUTHORIZED.

"During fiscal year 1995, the rate of fees under section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) shall remain at 1/29 of 1 percent.

"SEC. 2. DEPOSIT OF COLLECTIONS.

"The fees collected under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)] (to the extent attributable to a rate in excess of 1/50 of 1 percent by reason of section 1 of this Act) shall be deposited as an offsetting collection to the amounts appropriated to the Securities and Exchange Commission for fiscal year 1995, to remain available until expended."

Similar provisions were contained in the following prior appropriation acts:

Pub. L. 103–121, title I, Oct. 27, 1993, 107 Stat. 1168 .

Pub. L. 102–395, title I, Oct. 6, 1992, 106 Stat. 1848 .

Pub. L. 102–140, title I, Oct. 28, 1991, 105 Stat. 798 .

Pub. L. 101–515, title V, Nov. 5, 1990, 104 Stat. 2139 .

Pub. L. 101–162, title V, Nov. 21, 1989, 103 Stat. 1022 .

Cross References

Registration of-

Brokers and dealers in over-the-counter markets, see section 78o of this title.

Holding companies; registration statement, contents, see section 79e of this title.

Investment advisers, see section 80b–3 of this title.

Investment companies, see section 80a–8 of this title.

National securities exchanges, see section 78f of this title.

Registration requirements for securities under Securities Exchange Act of 1934, see section 78l of this title.

Registration statement, defined, see section 77b of this title.

Rules and regulations, authority of Commission to make, amend, and rescind, see section 77s of this title.

Schedule of information required in registration statement, see section 77aa of this title.

Section Referred to in Other Sections

This section is referred to in sections 77b, 78m, 78n, 80a–24 of this title.