§ 77f. — Registration of securities.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77f]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 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 at a rate that shall be equal to
$92 per $1,000,000 of the maximum aggregate price at which such
securities are proposed to be offered, except that during fiscal
year 2003 and any succeeding fiscal year such fee shall be adjusted
pursuant to paragraph (5) or (6).
(3) Offsetting collections
Fees collected pursuant to this subsection for any fiscal year--
(A) shall be deposited and credited as offsetting
collections to the account providing appropriations to the
Commission; and
(B) except as provided in paragraph (9), shall not be
collected for any fiscal year except to the extent provided in
advance in appropriation Acts.
(4) General revenues prohibited
No fees collected pursuant to this subsection for fiscal year
2002 or any succeeding fiscal year shall be deposited and credited
as general revenue of the Treasury.
(5) Annual adjustment
For each of the fiscal years 2003 through 2011, the Commission
shall by order adjust the rate required by paragraph (2) for such
fiscal year to a rate that, when applied to the baseline estimate of
the aggregate maximum offering prices for such fiscal year, is
reasonably likely to produce aggregate fee collections under this
subsection that are equal to the target offsetting collection amount
for such fiscal year.
(6) Final rate adjustment
For fiscal year 2012 and all of the succeeding fiscal years, the
Commission shall by order adjust the rate required by paragraph (2)
for all of such fiscal years to a rate that, when applied to the
baseline estimate of the aggregate maximum offering prices for
fiscal year 2012, is reasonably likely to produce aggregate fee
collections under this subsection in fiscal year 2012 equal to the
target offsetting collection amount for fiscal year 2011.
(7) Pro rata application
The rates per $1,000,000 required by this subsection shall be
applied pro rata to amounts and balances of less than $1,000,000.
(8) Review and effective date
In exercising its authority under this subsection, the
Commission shall not be required to comply with the provisions of
section 553 of title 5. An adjusted rate prescribed under paragraph
(5) or (6) and published under paragraph (10) shall not be subject
to judicial review. Subject to paragraphs (3)(B) and (9)--
(A) an adjusted rate prescribed under paragraph (5) shall
take effect on the later of--
(i) the first day of the fiscal year to which such rate
applies; or
(ii) five days after the date on which a regular
appropriation to the Commission for such fiscal year is
enacted; and
(B) an adjusted rate prescribed under paragraph (6) shall
take effect on the later of--
(i) the first day of fiscal year 2012; or
(ii) five days after the date on which a regular
appropriation to the Commission for fiscal year 2012 is
enacted.
(9) Lapse of appropriation
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 subsection at
the rate in effect during the preceding fiscal year, until 5 days
after the date such a regular appropriation is enacted.
(10) Publication
The Commission shall publish in the Federal Register notices of
the rate applicable under this subsection and under sections 78m(e)
and 78n(g) \1\ of this title for each fiscal year not later than
April 30 of the fiscal year preceding the fiscal year to which such
rate applies, together with any estimates or projections on which
such rate is based.
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\1\ See References in Text note below.
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(11) Definitions
For purposes of this subsection:
(A) Target offsetting collection amount
The target offsetting collection amount for each of the
fiscal years 2002 through 2011 is determined according to the
following table:
Target offsetting
Fiscal year: collection amount
2002.................................. $377,000,000
2003.................................. $435,000,000
2004.................................. $467,000,000
2005.................................. $570,000,000
2006.................................. $689,000,000
2007.................................. $214,000,000
2008.................................. $234,000,000
2009.................................. $284,000,000
2010.................................. $334,000,000
2011.................................. $394,000,000
(B) Baseline estimate of the aggregate maximum offering prices
The baseline estimate of the aggregate maximum offering
prices for any fiscal year is the baseline estimate of the
aggregate maximum offering price at which securities are
proposed to be offered pursuant to registration statements filed
with the Commission during such fiscal year as determined by the
Commission, after consultation with the Congressional Budget
Office and the Office of Management and Budget, using the
methodology required for projections pursuant to section 907 of
title 2.
(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, Sec. 6, 48 Stat. 78; Pub. L. 89-289,
Sec. 1, Oct. 22, 1965, 79 Stat. 1051; Pub. L. 100-181, title II,
Sec. 205, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 104-290, title IV,
Sec. 404, Oct. 11, 1996, 110 Stat. 3441; Pub. L. 107-123, Sec. 4, Jan.
16, 2002, 115 Stat. 2393.)
References in Text
Sections 78m(e) and 78n(g) of this title, referred to in subsec.
(b)(10), were in the original, ``sections 13(e) and 14(g)'' and were
translated as meaning sections 13(e) and 14(g) of the Securities
Exchange Act of 1934 to reflect the probable intent of Congress.
Amendments
2002--Subsec. (b)(2) to (11). Pub. L. 107-123 added pars. (2) to
(11) and struck out former pars. (2) to (5), which required fee payment,
set out rates for general revenue and offsetting collection fees, and
required pro rata rates for amounts and balances equal to less than
$1,000,000.
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 2002 Amendment
Amendment by Pub. L. 107-123 effective Oct. 1, 2001, except that
authorities provided by subsec. (b)(9) of this section to not apply
until Oct. 1, 2002, see section 11 of Pub. L. 107-123, set out as a note
under section 78ee of this title.
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, Secs. 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, Sec. 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, Sec. 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, Sec. 101[(a)] [title V], Apr. 26, 1996,
110 Stat. 1321, 1321-60; renumbered title I, Pub. L. 104-140, Sec. 1(a),
May 2, 1996, 110 Stat. 1327.
Pub. L. 104-99, title II, Sec. 209, Jan. 26, 1996, 110 Stat. 37.
Pub. L. 104-56, Sec. 119, Nov. 20, 1995, 109 Stat. 552.
Pub. L. 104-54, Sec. 119, Nov. 19, 1995, 109 Stat. 544.
Pub. L. 104-31, Sec. 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.
