CITE

    15 USC Sec. 77f                                             01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

HEAD

    Sec. 77f. Registration of securities

STATUTE

    (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.
      (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.

SOURCE

    (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.

FOOTNOTE

    (!1) See References in Text note below.