The law › Title 15, Commerce and Trade › Chapter 2B
15 U.S.C. 78l: Registration requirements for securities
Created in 1964 by Public Law 88-467. Changed by 18 later laws. No bill we track in this Congress changes it.
1 other section of the Code cite this one, including 15 U.S.C. 78l–1.
8 parts of federal rules cite it as their authority, written by Securities and Exchange Commission (4), Federal Deposit Insurance Corporation (2), Comptroller of the Currency, Department of the Treasury (1), Federal Reserve System (1).
- past change
- enacted this Congress
- proposed
This Congress
No bill we track in the 119th Congress changes this section.
How it got here
2015
- Pub. L. 114–94, §85001(1)(A), inserted ", a savings and loan holding company (as defined in section 1467a of title 12)," after "is a bank". (Fixing America's Surface Transportation Act" or the "FAST Act) Law text · (g)
- Pub. L. 114–94, §85001(1)(B), inserted ", a savings and loan holding company (as defined in section 1467a of title 12)," after "case of a bank". (Fixing America's Surface Transportation Act" or the "FAST Act) Law text · (g)
2012
- Pub. L. 112–106, §501, amended subpar. (A) generally. Prior to amendment, subpar. (A) read as follows: "within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class o… (Jumpstart Our Business Startups Act) Law text · (g)
- Pub. L. 112–106, §601(a)(1), amended subpar. (B) generally. Prior to amendment, subpar. (B) read as follows: "within one hundred and twenty days after the last day of its first fiscal year ended after two years from July 1, 1964, on which the issuer has total assets exceeding $1,… (Jumpstart Our Business Startups Act) Law text · (g)
- Pub. L. 112–106, §601(a)(2), substituted "300 persons, or, in the case of a bank or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons" for "three hundred". (Jumpstart Our Business Startups Act) Law text · (g)
- Pub. L. 112–106, §502, which directed that subsec. (g)(5) "as amended by section 302" of Pub. L. 112–106 be amended "in subparagraph (A)" by inserting at end "For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (… (Jumpstart Our Business Startups Act) Law text · (g)
- Pub. L. 112–106, §303(a), added par. (6). (Jumpstart Our Business Startups Act) Law text · (g)
2010
- Pub. L. 111–203, §376(2)(C), substituted "and the Federal Deposit Insurance Corporation" for "the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision" in second sentence. (Dodd-Frank Wall Street Reform and Consumer Protection Act) Law text · (i)
- Pub. L. 111–203, §376(2)(A), inserted "and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation" after "national banks". (Dodd-Frank Wall Street Reform and Consumer Protection Act) Law text · (i)
- Pub. L. 111–203, §376(2)(B), substituted "and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation" for "(3) with respe… (Dodd-Frank Wall Street Reform and Consumer Protection Act) Law text · (i), (4)
- Pub. L. 111–203, §986(a)(2), amended par. (7) generally. Prior to amendment, par. (7) contained similar provisions defining the term "emergency" and provided that, notwithstanding section 78c(a)(47) of this title, the term "securities laws" did not include the Public Utility Holding… (Dodd-Frank Wall Street Reform and Consumer Protection Act) Law text · (k)
2004
- Pub. L. 108–359 added cl. (iii). Law text · (g)
- Pub. L. 108–386 struck out "and banks operating under the Code of Law for the District of Columbia" after "national banks". (2004 District of Columbia Omnibus Authorization Act) Law text · (i)
- Pub. L. 108–458, §7803(b)(1), amended par. (2) generally. Prior to amendment, par. (2) provided Commission authority to make emergency orders. (Intelligence Reform and Terrorism Prevention Act of 2004) Law text · (k)
- Pub. L. 108–458, §7803(c), added pars. (6) and (7) and struck out heading and text of former par. (6). Text read as follows: "For purposes of this subsection, the term 'emergency' means a major market disturbance characterized by or constituting— (Intelligence Reform and Terrorism Prevention Act of 2004) Law text · (k), (7)
2002
- Pub. L. 107–204, §205(c)(1), substituted "a registered public accounting firm" for "independent public accountants". (Sarbanes-Oxley Act of 2002) Law text · (b), (K)
- Pub. L. 107–204, §3(b)(4)(B), substituted "and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title," for "and 78p of this title," in two places. (Sarbanes-Oxley Act of 2002) Law text · (i)
- Pub. L. 107–204, §3(b)(4)(A), substituted "this section and sections 78j–1(m), 78m" for "this section and sections 78m" in two places. (Sarbanes-Oxley Act of 2002) Law text · (i)
2000
- Pub. L. 106–554, §1(a)(5) [title II, §208(b)(1)], inserted at end "The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange." (Consolidated Appropriations Act, 2001) Law text · (a)
- Pub. L. 106–554, §1(a)(5) [title II, §208(b)(2)], inserted at end "For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product." (Consolidated Appropriations Act, 2001) Law text · (g)
- Pub. L. 106–554, §1(a)(5) [title II, §206(e)(1)], inserted at end "If the actions described in subparagraph (A) or (B) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission." (Consolidated Appropriations Act, 2001) Law text · (k)
- Pub. L. 106–554, §1(a)(5) [title II, §206(e)(2)], inserted after first sentence "If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission." (Consolidated Appropriations Act, 2001) Law text · (k)
1995
- Pub. L. 104–62 inserted before period at end "; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title". (Philanthropy Protection Act of 1995) Law text · (g)
1994
- Pub. L. 103–389, §2(a), added pars. (1) and (2) and struck out former pars. (1) and (2) which related to extension of unlisted trading privileges for securities originally listed on another national exchange and approval process for application for extension of such privileges,… · (f), (2)
- Pub. L. 103–389, §2(b), substituted "Notwithstanding paragraph (2), the Commission" for "The Commission". · (f)
1990
- Pub. L. 101–432 amended subsec. (k) generally. Prior to amendment, subsec. (k) read as follows: "If in its opinion the public interest and the protection of investors so require, the Commission is authorized summarily to suspend trading in any security (other than an exempted security)… · (k)
1989
- Pub. L. 101–73, in first sentence, inserted "and savings associations" after "securities issued by banks", struck out "or institutions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation" before ", the powers, functions, and duties", inserted new cl.… · (i)
1987
- Pub. L. 100–181 struck out subsec. (m) which read as follows: "The Commission is authorized and directed to make a study and investigation of the practice of recording the ownership of securities in the records of the issuer in other than the name of the beneficial owner of such securi… · (m)
1986
- Pub. L. 99–514 substituted "Internal Revenue Code of 1986" for "Internal Revenue Code of 1954", which for purposes of codification was translated as "title 26" thus requiring no change in text. · (g)
1975
- Pub. L. 94–29, §8(1), added subpar. (C) and in provisions following subpar. (C), substituted "is based" for "was originally based" and "remains listed and registered on a national securities exchange" for "shall remain listed and registered on any other national securities exchange". · (f)
- Pub. L. 94–29, §8(1), substituted "after notice and opportunity for hearing" for "after appropriate notice and opportunity for hearing" and "consistent with the maintenance of fair and orderly markets and the protection of investors" for "necessary or appropriate in the public inter… · (f)
- Pub. L. 94–29, §8(2), substituted "this chapter" for "section 78s(b) of this title". · (f)
- Pub. L. 94–29, §9, added subsecs. (j) to (m). · (j), (k), (l), (m)
1974
- Pub. L. 93–495 added coverage of institutions insured by the Federal Savings and Loan Insurance Corporation, cl. (4), and provisions authorizing the Federal Home Loan Bank Board to promulgate necessary rules and regulations, and substituted provisions relating to issuance of regulation… · (i)
1970
- Pub. L. 91–547 added subpar. (H). · (g)
1968
- Pub. L. 90–439 inserted "78n(d), 78n(f)," after "78n(c)". · (i)
1964
- Pub. L. 88–467, §3(a)(1), (2), added subpar. (I) and redesignated former subpars. (I) to (K) as (J) to (L), respectively. · (b)
- Pub. L. 88–467, §3(a)(3), added par. (3). · (b)
- Pub. L. 88–467, §3(b), designated first par. as (1), redesignated cl. (1) as cl. (A) and substituted therein "July 1, 1964" for "March 1, 1934", redesignated cl. (2) as cl. (B) and struck out the provision for continuation of unlisted trading privileges, which is now incorporated in… · (f)
- Pub. L. 88–467, §3(b), designated first sentence of second par. as (2) and substituted therein "finds, after appropriate notice and opportunity for hearing, that the extension" for "finds that the continuation or extension", and struck out second through sixth sentences of such seco… · (f)
- Pub. L. 88–467, §3(b), designated third par. as (3). · (f)
- Pub. L. 88–467, §3(b), designated second sentence of fourth par. as (4), struck out "by reason of inadequate public distribution of such security in the vicinity of said exchange, or by reason of inadequate public trading activity or of the character of trading therein on said excha… · (f)
- Pub. L. 88–467, §3(b), designated fifth and sixth pars. as (5) and (6). · (f), (6)
- Pub. L. 88–467, §3(c)–(e), added subsecs. (g) to (i). · (g), (h), (i)
Text, outline and history from the official U.S. Code (2024 edition) on GovInfo, published by the Office of the Law Revision Counsel. Changes made after that edition appear under This Congress.