Regulation C — Registration: Rule 400 to Rule 498 | Securities Lawyer's Deskbook (2024)

Rule 400 — Application of Rule 400 to Rule 494, inclusive.

GENERAL REQUIREMENTS

Rule 401 — Requirements as to proper form.

Rule 401a — Requirements as to proper form.

Rule 402 — Number of copies; binding; signatures.

Rule 403 — Requirements as to paper, printing, language and pagination.

Rule 404 — Preparation of registration statement.

Rule 405 — Definitions of terms.

Rule 406 — Confidential treatment of information filed with the Commission.

Rule 408 — Additional information.

Rule 409 — Information unknown or not reasonably available.

Rule 410 — Disclaimer of control.

Rule 411 — Incorporation by reference.

Rule 412 — Modified or superseded documents.

Rule 413 — Registration of additional securities and additional classes of securities.

Rule 414 — Registration by certain successor issuers.

Rule 415 — Delayed or continuous offering and sale of securities.

Rule 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.

Rule 417 — Date of financial statements.

Rule 418 — Supplemental information.

Rule 419 — Offerings by blank check companies.

FORM AND CONTENT OF PROSPECTUSES

Rule 420 — Legibility of prospectus.

Rule 421 — Presentation of information in prospectuses.

Rule 423 — Date of Prospectuses.

Rule 424 — Filing of prospectuses, number of copies.

Rule 425 — Filing of certain prospectuses and communications under Rule 135 in connection with business combination transactions.

Rule 426 — Filing of certain prospectuses under Rule 167 in connection with certain offerings of asset-based securities.

Rule 427 — Contents of prospectus used after nine months.

Rule 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.

Rule 429 — Prospectus relating to several registration statements.

Rule 430 — Prospectus for use prior to effective date.

Rule 430A — Prospectus in a registration statement at the time of effectiveness.

Rule 430B — Prospectus in a registration statement after effective date.

Rule 430C — Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.

Rule 430D — Prospectus in a registration statement after effective date for asset-backed securities offerings.

Rule 431 — Summary prospectuses.

Rule 432 — Additional information required to be included in prospectuses relating to tender offers.

Rule 433 — Conditions to permissible post-filing free writing prospectuses.

Rule 434 — [Removed]

WRITTEN CONSENTS

Rule 436 — Consents required in special cases.

Rule 437 — Application to dispense with consent.

Rule 437a — Written consents.

Rule 438 — Consents of persons about to become directors.

Rule 439 — Consent to use of material incorporated by reference.

Rule 445 — Reserved

Rule 446 — Reserved

Rule 447 — Reserved

FILING; FEES; EFFECTIVE DATE

Rule 455 — Place of filing.

Rule 456 — Date of filing; timing of fee payment.

Rule 457 — Computation of fee.

Rule 459 — Calculation of effective date.

Rule 460 — Distribution of preliminary prospectus.

Rule 461 — Acceleration of effective date.

Rule 462 — Immediate effectiveness of certain registration statements and post-effective amendments.

Rule 463 — Report of offering of securities and use of proceeds therefrom.

Rule 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.

Rule 466 — Effective date of certain registration statements on Form F-6.

Rule 467 — Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-9, F-10 and F-80.

AMENDMENTS; WITHDRAWALS

Rule 470 — Formal requirements for amendments.

Rule 471 — Signatures to amendments.

Rule 472 — Filing of amendments; number of copies.

Rule 473 — Delaying amendments.

Rule 474 — Date of filing of amendments.

Rule 475 — Amendment filed with consent of Commission.

Rule 475a — Certain pre-effective amendments deemed filed with the consent of the Commission.

Rule 476 — Amendment filed pursuant to order of Commission.

Rule 477 — Withdrawal of registration statement or amendment.

Rule 478 — Powers to amend or withdraw registration statement.

Rule 479 — Procedure with respect to abandoned registration statements and post-effective amendments.

INVESTMENT COMPANIES; BUSINESS DEVELOPMENT COMPANIES

Note: The rules which comprise this section of Regulation C (Rules 480 to 488 and 495 to 498) are applicable only to investment companies and business development companies, except Rule 489, which applies to certain entities excepted from the definition of investment company by rules under the Investment Company Act of 1940. The rules comprising the rest of Regulation C (Rules 400 to 479 and 490 to 494), unless the context specifically indicates otherwise, also applicable to investment companies and business development companies. See Rule 400

Rule 480 — Title of securities.

Rule 481 — Information required in prospectus.

Rule 482 — Advertising by an investment company as satisfying requirements of section 10.

Rule 483 — Exhibits for certain registration statements.

Rule 484 — Undertaking required in certain registration statements.

Rule 485 — Effective date of post-effective amendments filed by certain registered investment companies.

Rule 486 — Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.

Rule 487 — Effectiveness of registration statements filed by certain unit investment trusts.

Rule 488 — Effective date of registration statements relating to securities to be issued in certain business combination transactions.

Rule 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

Rule 490 — Information to be furnished under paragraph (3) of Schedule B.

Rule 491 — Information to be furnished under paragraph (6) of Schedule B.

Rule 492 — Omissions from prospectuses.

Rule 493 — Additional Schedule B disclosure and filing requirements.

Rule 494 — Newspaper prospectuses.

Rule 495 — Preparation of registration statement.

Rule 496 — Contents of prospectus and statement of additional information used after nine months.

Rule 497 — Filing of investment company prospectuses–number of copies.

Rule 498 — Summary Prospectuses for open-end management investment companies.

Rule 498A — Summary Prospectuses for separate accounts offering variable annuity and variable life insurance contracts.

Regulation C — Registration: Rule 400 to Rule 498 | Securities Lawyer's Deskbook (2024)

FAQs

What is the rule 400 of the Securities Act? ›

Rule 400 requires each person applying for registration with the Commission as a funding portal to file electronically with the Commission Form Funding Portal. Rule 400(a) requires a funding portal to become a member of a national securities association registered under Section 15A of the Exchange Act.

What is the rule 498 under the Securities Act? ›

Rule 498 specifies the information that can or must be included in a fund's profile and requires the fund to state that the profile contains a summary of certain information in the fund's prospectus.

What is the Regulation C of the Securities Act? ›

Regulation C of the Securities Act of 1933 focuses on the requirements for a prospectus when selling securities. It includes filing the prospectus, the importance of disclosures, certified financial statements, registration requirements, and the use of prospectus. Regulation C is enforced by the SEC.

What is the rule 411 under the Securities Act? ›

Securities Act Rule 411 is a part of Regulation C governing registration statements and prospectus requirements. Rule 411 generally prohibits incorporation by reference in a prospectus unless the particular form being used specifically allows it.

Which securities are exempt from registration? ›

The most common exemptions from the registration requirements include:
  • Private offerings to a limited number of persons or institutions;
  • Offerings of limited size;
  • Intrastate offerings; and.
  • Securities of municipal, state, and federal governments.

What does it mean when a registration statement becomes effective? ›

Once your company's registration statement is “effective,” the company becomes subject to Exchange Act reporting requirements.

What is the rule of 498? ›

Whoever takes or entices away any woman who is and whom he knows or has reason to believe to be the wife of any other man, from that man, or from any person having the care of her on behalf of that man, with intent that she may have illicit intercourse with any person, or conceals or detains with that intent any such ...

What is SEC 498A rule? ›

BUSINESS RULES

Rule 498A allows you to send summary prospectuses to satisfy initial and ongoing delivery obligations.

What is the rule 498A summary prospectus? ›

New rule 498A under the Securities Act of 1933 will permit a person to satisfy its prospectus delivery obligations under the Securities Act for a variable annuity or variable life insurance contract by sending or giving a summary prospectus to investors and making the statutory prospectus available online.

What does regulation C do? ›

What Is Regulation C? Regulation C is the regulation that implements the Home Mortgage Disclosure Act (HMDA) of 1975. Regulation C requires many financial institutions to annually disclose loan data about the communities to which they provided residential mortgages.

What is Rule 405 of regulation C under the Securities Act? ›

Question: The Rule 405 definition of “employee benefit plan” states that consultants or advisors may participate in an employee benefit plan only if (1) they are natural persons, (2) they provide bona fide services to the registrant, and (3) the services are not in connection with the offer or sale of securities in a ...

Is the Securities Act still around today? ›

It is now one of many laws that control securities offerings in the United States.

What is the rule 498 of the Securities Act? ›

Abstract: Rule 498 permits the obligation under the Securities Act to deliver a statutory prospectus with respect to mutual fund securities to be satisfied by sending or giving a summary prospectus and providing the statutory prospectus online.

What is Rule 701 C of the Securities Act? ›

Rule 701 exempts certain sales of securities made to compensate employees, consultants and advisors. This exemption is not available to Exchange Act reporting companies. A company can sell at least $1 million of securities under this exemption, regardless of its size.

What is the rule 420 of the Securities Act? ›

Each general partner of a member firm shall promptly report to the Exchange any secured or unsecured borrowing of cash or securities regardless of its amount or description where the cash proceeds of such borrowing or the securities borrowed will be contributed to the capital of the member firm under Rule 104 .

What is the rule 4 of the Securities Act? ›

Section 4(a)(1) exempts the seller from filing a registration statement if the sale is by “any person other than an issuer, underwriter, or dealer.” That is, a holder of securities issued in a private placement can freely resell such securities in a private sale without a registration statement provided they are not an ...

What is Rule 405 in securities law? ›

Question: The Rule 405 definition of “employee benefit plan” states that consultants or advisors may participate in an employee benefit plan only if (1) they are natural persons, (2) they provide bona fide services to the registrant, and (3) the services are not in connection with the offer or sale of securities in a ...

What is affiliate rule 405 under the Securities Act of 1933? ›

The term “affiliate” is defined in Rule 405 promulgated under the Securities Act of 1933 as “a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified”.

What are the rules of Securities Act? ›

Regulation S, which was adopted by the Securities and Exchange Commission (the “SEC”) in 1990,1 provides that offers and sales of securities that occur outside of the United States are exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”).

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