§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) Registration fee

(1) Recovery of cost of services

The Commission shall, in accordance with this subsection, collect registration fees that are designed to recover the costs to the government of the securities registration process, and costs related to such process, including enforcement activities, policy and rulemaking activities, administration, legal services, and international regulatory activities.

(2) Fee payment required

At the time of filing a registration statement, the applicant shall pay to the Commission a fee that shall be equal to the sum of the amounts (if any) determined under the rates established by paragraphs (3) and (4). The Commission shall publish in the Federal Register notices of the fee rates applicable under this section for each fiscal year.

(3) General revenue fees

The rate determined under this paragraph is a rate equal to $200 per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered, except that during fiscal year 2007 and any succeeding fiscal year such rate is equal to $67 per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered. Fees collected during any fiscal year pursuant to this paragraph shall be deposited and credited as general revenues of the Treasury.

(4) Offsetting collection fees

(A) In general

Except as provided in subparagraphs (B) and (C), the rate determined under this paragraph is a rate equal to the following amount per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered:

(i) $95 during fiscal year 1998;

(ii) $78 during fiscal year 1999;

(iii) $64 during fiscal year 2000;

(iv) $50 during fiscal year 2001;

(v) $39 during fiscal year 2002;

(vi) $28 during fiscal year 2003;

(vii) $9 during fiscal year 2004;

(viii) $5 during fiscal year 2005; and

(ix) $0 during fiscal year 2006 or any succeeding fiscal year.

(B) Limitation; deposit

Except as provided in subparagraph (C), no amounts shall be collected pursuant to this paragraph (4) for any fiscal year except to the extent provided in advance in appropriations Acts. Fees collected during any fiscal year pursuant to this paragraph shall be deposited and credited as offsetting collections in accordance with appropriations Acts.

(C) Lapse of appropriations

If on the first day of a fiscal year a regular appropriation to the Commission has not been enacted, the Commission shall continue to collect fees (as offsetting collections) under this paragraph at the rate in effect during the preceding fiscal year, until such a regular appropriation is enacted.

(5) Pro rata application of rates

The rates required by this subsection shall be applied pro rata to amounts and balances equal to less than $1,000,000.

(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 ; Pub. L. 89–289, §1, Oct. 22, 1965, 79 Stat. 1051 ; Pub. L. 100–181, title II, §205, Dec. 4, 1987, 101 Stat. 1252 ; Pub. L. 104–290, title IV, §404, Oct. 11, 1996, 110 Stat. 3441 .)

Amendments

1996-Subsec. (b). Pub. L. 104–290 inserted heading and amended text of subsec. (b) generally. Prior to amendment, text read as follows: "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."

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. 105–46, §113, Sept. 30, 1997, 111 Stat. 1156 , provided that the amount made available to the Securities and Exchange Commission, under the heading Salaries and Expenses, was to include, in addition to direct appropriations, the amount collected under the fee rate and offsetting collection authority contained in Public Law 104–208, which fee rate and offsetting collection authority was to remain in effect during the period of Pub. L. 105–46 which provided continuing appropriations for fiscal year 1998.

Pub. L. 104–208, div. A, title I, §101(a) [title V], Sept. 30, 1996, 110 Stat. 3009 , 3009-61, which provided in part that on Sept. 30, 1996, the rate of fees under subsec. (b) of this section were increased from one-fiftieth of one percentum to one-thirty-third of one percentum, and such increase was to be deposited as an offsetting collection to this appropriation, to remain available until expended, to recover costs of services of the securities registration process, was from the Departments of Commerce, Justice, and State, the Judiciary, and Related Agencies Appropriations Act, 1997, and was not repeated in subsequent appropriations acts. Similar provisions were contained in the following prior appropriation acts:

Pub. L. 104–134, title I, §101[(a)] [title V], Apr. 26, 1996, 110 Stat. 1321 , 1321-60; renumbered title I, Pub. L. 104–140, §1(a), May 2, 1996, 110 Stat. 1327 .

Pub. L. 104–99, title II, §209, Jan. 26, 1996, 110 Stat. 37 .

Pub. L. 104–56, §119, Nov. 20, 1995, 109 Stat. 552 .

Pub. L. 104–54, §119, Nov. 19, 1995, 109 Stat. 544 .

Pub. L. 104–31, §120, Sept. 30, 1995, 109 Stat. 282 .

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

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 .

Section Referred to in Other Sections

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