§ 79e. — Registration of holding companies.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC79e]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2C--PUBLIC UTILITY HOLDING COMPANIES
Sec. 79e. Registration of holding companies
(a) Notification of registration; effective date of registration
On or at any time after October 1, 1935, any holding company or any
person purposing to become a holding company may register by filing with
the Commission a notification of registration, in such form as the
Commission may by rules and regulations prescribe as necessary or
appropriate in the public interest or for the protection of investors or
consumers. A person shall be deemed to be registered upon receipt by the
Commission of such notification of registration.
(b) Registration statement; contents
It shall be the duty of every registered holding company to file
with the Commission, within such reasonable time after registration as
the Commission shall fix by rules and regulations or order, a
registration statement in such form as the Commission shall by rules and
regulations or order prescribe as necessary or appropriate in the public
interest or for the protection of investors or consumers. Such
registration statement shall include--
(1) such copies of the charter or articles of incorporation,
partnership, or agreement, with all amendments thereto, and the
bylaws, trust indentures, mortgages, underwriting arrangements,
voting-trust agreements, and similar documents, by whatever name
known, of or relating to the registrant or any of its associate
companies as the Commission may by rules and regulations or order
prescribe as necessary or appropriate in the public interest or for
the protection of investors or consumers;
(2) such information in such form and in such detail relating
to, and copies of such documents of or relating to, the registrant
and its associate companies as the Commission may by rules and
regulations or order prescribe as necessary or appropriate in the
public interest or for the protection of investors or consumers in
respect of--
(A) the organization and financial structure of such
companies and the nature of their business;
(B) the terms, position, rights, and privileges of the
different classes of their securities outstanding;
(C) the terms and underwriting arrangements under which
their securities, during not more than the five preceding years,
have been offered to the public or otherwise disposed of and the
relations of underwriters to, and their interest in, such
companies;
(D) the directors and officers of such companies, their
remuneration, their interest in the securities of, their
material contracts with, and their borrowings from, any of such
companies;
(E) bonus and profit-sharing arrangements;
(F) material contracts, not made in the ordinary course of
business, and service, sales, and construction contracts;
(G) options in respect of securities;
(H) balance sheets for not more than the five preceding
fiscal years, certified, if required by the rules and
regulations of the Commission, by an independent public
accountant;
(I) profit and loss statements for not more than the five
preceding fiscal years, certified, if required by the rules and
regulations of the Commission, by an independent public
accountant;
(3) such further information or documents regarding the
registrant or its associate companies or the relations between them
as the Commission may by rules and regulations or order prescribe as
necessary or appropriate in the public interest or for the
protection of investors or consumers.
(c) Preliminary registration statement prior to complete statement
The Commission by such rules and regulations or order as it deems
necessary or appropriate in the public interest or for the protection of
investors or consumers, may permit a registrant to file a preliminary
registration statement without complying with the provisions of
subsection (b) of this section; but every registrant shall file a
complete registration statement with the Commission within such
reasonable period of time as the Commission shall fix by rules and
regulations or order, but not later than one year after the date of
registration.
(d) Cessation of existence as holding company
Whenever the Commission, upon application, finds that a registered
holding company has ceased to be a holding company, it shall so declare
by order and upon the taking effect of such order the registration of
such company shall, upon such terms and conditions as the Commission
finds and in such order prescribes as necessary for the protection of
investors, cease to be in effect. The denial of any such application by
the Commission shall be by order.
(Aug. 26, 1935, ch. 687, title I, Sec. 5, 49 Stat. 812.)
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.
Section Referred to in Other Sections
This section is referred to in sections 79b, 79d, 79n of this title.
