US Code

Public Law 119-73 (01/23/2026)

15 U.S.C. § 77r

Exemption from State regulation of securities offerings

(a)

Scope of exemption

Except as otherwise provided in this section, no law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof—
(1)
requiring, or with respect to, registration or qualification of securities, or registration or qualification of securities transactions, shall directly or indirectly apply to a security that—
(A)
is a covered security; or
(B)
will be a covered security upon completion of the transaction;
(2)
shall directly or indirectly prohibit, limit, or impose any conditions upon the use of—
(A)
with respect to a covered security described in subsection (b), any offering document that is prepared by or on behalf of the issuer; or
(B)
o any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be and is filed with the Commission or any national securities organization registered under section 78–3 of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the State of incorporation of the issuer; or
(3)
shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1).
(b)

Covered securities

For purposes of this section, the following are covered securities:
(1)

Exclusive Federal registration of nationally traded securities

A security is a covered security if such security is—
(A)
section 78k–1(a)(2) of this title a security designated as qualified for trading in the national market system pursuant to that is listed, or authorized for listing, on a national securities exchange (or tier or segment thereof); or
(B)
a security of the same issuer that is equal in seniority or that is a senior security to a security described in subparagraph (A).
(2)

Exclusive Federal registration of investment companies

15 U.S.C. 80a–1A security is a covered security if such security is a security issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940 [ et seq.].

(3)

Sales to qualified purchasers

A security is a covered security with respect to the offer or sale of the security to qualified purchasers, as defined by the Commission by rule. In prescribing such rule, the Commission may define the term “qualified purchaser” differently with respect to different categories of securities, consistent with the public interest and the protection of investors.

(4)

Exemption in connection with certain exempt offerings

A security is a covered security with respect to a transaction that is exempt from registration under this subchapter pursuant to—
(A)
1
1 See References in Text note below.
o paragraph (1) or (3) of section 77d  of this title, and the issuer of such security files reports with the Commission pursuant to section 78m or 78(d) of this title;
(B)
1 section 77d(4)  of this title;
(C)
1 section 77d(6)  of this title;
(D)
section 77c(b)(2) of this title a rule or regulation adopted pursuant to and such security is—
(i)
offered or sold on a national securities exchange; or
(ii)
offered or sold to a qualified purchaser, as defined by the Commission pursuant to paragraph (3) with respect to that purchase or sale;
(E)
section 77c(a) of this title , other than the offer or sale of a security that is exempt from such registration pursuant to paragraph (4), (10), or (11) of such section, except that a municipal security that is exempt from such registration pursuant to paragraph (2) of such section is not a covered security with respect to the offer or sale of such security in the State in which the issuer of such security is located;
(F)
11 Commission rules or regulations issued under section 77d(2)  of this title, except that this subparagraph does not prohibit a State from imposing notice filing requirements that are substantially similar to those required by rule or regulation under section 77d(2)  of this title that are in effect on ; or
(G)
section 77d(a)(7) of this title .
(c)

Preservation of authority

(1)

Fraud authority

2
2 So in original. The comma after “enforcement actions” probably should be a hyphen and the words “in connection with securities or securities transactions” probably should be part of subpar. (A).
Consistent with this section, the securities commission (or any agency or office performing like functions) of any State shall retain jurisdiction under the laws of such State to investigate and bring enforcement actions, in connection with securities or securities transactions 
(A)
with respect to—
(i)
fraud or deceit; or
(ii)
unlawful conduct by a broker, dealer, or funding portal; and
(B)
3
3 So in original. Probably should be “with”.
1 in connection to  a transaction described under section 77d(6)  of this title, with respect to—
(i)
fraud or deceit; or
(ii)
unlawful conduct by a broker, dealer, funding portal, or issuer.
(2)

Preservation of filing requirements

(A)

Notice filings permitted

Nothing in this section prohibits the securities commission (or any agency or office performing like functions) of any State from requiring the filing of any document filed with the Commission pursuant to this subchapter, together with annual or periodic reports of the value of securities sold or offered to be sold to persons located in the State (if such sales data is not included in documents filed with the Commission), solely for notice purposes and the assessment of any fee, together with a consent to service of process and any required fee.

(B)

Preservation of fees

(i)

In general

Until otherwise provided by law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof, adopted after , filing or registration fees with respect to securities or securities transactions shall continue to be collected in amounts determined pursuant to State law as in effect on the day before .

(ii)

Schedule

The fees required by this subparagraph shall be paid, and all necessary supporting data on sales or offers for sales required under subparagraph (A), shall be reported on the same schedule as would have been applicable had the issuer not relied on the exemption provided in subsection (a).

(C)

Availability of preemption contingent on payment of fees

(i)

In general

During the period beginning on , and ending 3 years after , the securities commission (or any agency or office performing like functions) of any State may require the registration of securities issued by any issuer who refuses to pay the fees required by subparagraph (B).

(ii)

Delays

For purposes of this subparagraph, delays in payment of fees or underpayments of fees that are promptly remedied shall not constitute a refusal to pay fees.

(D)

Fees not permitted on listed securities

Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(1), or will be such a covered security upon completion of the transaction, or is a security of the same issuer that is equal in seniority or that is a senior security to a security that is a covered security pursuant to subsection (b)(1).

(F)

4
4 So in original. No subpar. (E) has been enacted.
  Fees not permitted on crowdfunded securities

Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(4)(B), or will be such a covered security upon completion of the transaction, except for the securities commission (or any agency or office performing like functions) of the State of the principal place of business of the issuer, or any State in which purchasers of 50 percent or greater of the aggregate amount of the issue are residents, provided that for purposes of this subparagraph, the term “State” includes the District of Columbia and the territories of the United States.

(3)

Enforcement of requirements

Nothing in this section shall prohibit the securities commission (or any agency or office performing like functions) of any State from suspending the offer or sale of securities within such State as a result of the failure to submit any filing or fee required under law and permitted under this section.

(d)

Definitions

For purposes of this section, the following definitions shall apply:
(1)

Offering document

The term “offering document”—
(A)
section 77b(a)(10) of this title has the meaning given the term “prospectus” in , but without regard to the provisions of subparagraphs (a) and (b) of that section; and
(B)
includes a communication that is not deemed to offer a security pursuant to a rule of the Commission.
(2)

Prepared by or on behalf of the issuer

Not later than 6 months after , the Commission shall, by rule, define the term “prepared by or on behalf of the issuer” for purposes of this section.

(3)

State

section 78c of this titleThe term “State” has the same meaning as in .

(4)

Senior security

The term “senior security” means any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.

May 27, 1933, ch. 3848 Stat. 85Pub. L. 104–290, title I, § 102(a)110 Stat. 3417Pub. L. 105–353, title III112 Stat. 3235Pub. L. 111–203, title IX, § 985(a)(2)124 Stat. 1933Pub. L. 112–106, title III, § 305(a)126 Stat. 322Pub. L. 114–94, div. G, title LXXVI, § 76001(b)129 Stat. 1789Pub. L. 115–174, title V, § 501132 Stat. 1361(, title I, § 18, ; , , ; , §§ 301(a)(4), 302, , , 3237; , , ; , (b)(2), (c), (d)(2), title IV, § 401(b), , , 323, 325; , , ; , , .)

Editorial Notes

References in Text

act Aug. 22, 1940, ch. 68654 Stat. 789section 80a–51 of this titleThe Investment Company Act of 1940, referred to in subsec. (b)(2), is title I of , , which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see and Tables.

Pub. L. 112–106, title II, § 201(b)(1)126 Stat. 314Section 77d(1), (2), (3), (4), and (6) of this title, referred to in subsecs. (b)(4)(A) to (C), (E) and (c)(1)(B), were redesignated section 77d(a)(1), (2), (3), (4), and (6), respectively, of this title by , (c)(1), , .

Amendments

Pub. L. 115–174, § 501(1)2018—Subsec. (b)(1)(A). , (4), redesignated subpar. (B) as (A) and struck out former subpar. (A) which read as follows: “listed, or authorized for listing, on the New York Stock Exchange or the American Stock Exchange, or listed, or authorized for listing, on the National Market System of the Nasdaq Stock Market (or any successor to such entities);”.

Pub. L. 115–174, § 501(4)Subsec. (b)(1)(B). , redesignated subpar. (C) as (B). Former subpar. (B) redesignated (A).

Pub. L. 115–174, § 501(2)section 78k–1(a)(2) of this title, inserted “a security designated as qualified for trading in the national market system pursuant to that is” before “listed” and struck out “that has listing standards that the Commission determines by rule (on its own initiative or on the basis of a petition) are substantially similar to the listing standards applicable to securities described in subparagraph (A)” after “(or tier or segment thereof)”.

Pub. L. 115–174, § 501(4)Subsec. (b)(1)(C). , redesignated subpar. (C) as (B).

Pub. L. 115–174, § 501(3), struck out “or (B)” after “described in subparagraph (A)”.

Pub. L. 114–94, § 76001(b)(1)section 77c(a) of this title2015—Subsec. (b)(4)(E). , which directed amendment of subsec. (b)(4) by redesignating “the second subparagraph (D)” as (E), was executed by making the redesignation for the subpar. (D) relating to to reflect the probable intent of Congress. Former subpar. (E) redesignated (F).

Pub. L. 114–94, § 76001(b)(1)Subsec. (b)(4)(F). , redesignated subpar. (E) as (F).

Pub. L. 114–94, § 76001(b)(2)Subsec. (b)(4)(G). –(4), added subpar. (G).

Pub. L. 112–106, § 305(a)(2)2012—Subsec. (b)(4)(C). , added subpar. (C). Former subpar. (C) redesignated (D).

Pub. L. 112–106, § 401(b)section 77c(b)(2) of this titleSubsec. (b)(4)(D). , added subpar. (D) relating to .

Pub. L. 112–106, § 305(a)(1)section 77c(a) of this title, redesignated subpar. (C), relating to , as (D). Former subpar (D) redesignated (E).

Pub. L. 112–106, § 305(a)(1)Subsec. (b)(4)(E). , redesignated subpar. (D) as (E).

Pub. L. 112–106, § 305(b)(2)Subsec. (c)(1). , substituted “, in connection with securities or securities transactions” for “with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with securities or securities transactions.” and added subpars. (A) and (B).

Pub. L. 112–106, § 305(d)(2)Pub. L. 112–106, § 305(b)(2)Subsec. (c)(1)(A)(ii). , which directed amendment of subsec. (c)(1) by substituting “, dealer, or funding portal” for “or dealer”, was executed by making the substitution in subpar. (A)(ii) as added by .

Pub. L. 112–106, § 305(c)Subsec. (c)(2)(F). , added subpar. (F).

Pub. L. 111–203, § 985(a)(2)(A)2010—Subsec. (b)(1)(C). , substituted “(C) a security” for “(C) is a security”.

Pub. L. 111–203, § 985(a)(2)(B)Subsec. (c)(2)(B)(i). , substituted “State or” for “State, or”.

Pub. L. 105–353, § 301(a)(4)(A)1998—Subsec. (b)(1)(A). , inserted “, or authorized for listing,” after “Exchange, or listed”.

Pub. L. 105–353, § 302Subsec. (b)(4)(C). , substituted “paragraph (4), (10), or (11)” for “paragraph (4) or (11)”.

Pub. L. 105–353, § 301(a)(4)(B)Subsec. (c)(2)(B)(i), (C)(i). , (C), made technical amendments to references in original act which appear in text as references to .

Pub. L. 105–353, § 301(a)(4)(D)Subsec. (d)(1)(A). , substituted “section 77b(a)(10)” for “section 77b(10)” and “subparagraphs (a) and (b)” for “subparagraphs (A) and (B)”.

Pub. L. 105–353, § 301(a)(4)(E)Subsec. (d)(2). , made technical amendment to reference in original act which appears in text as reference to .

Pub. L. 105–353, § 301(a)(4)(F)Subsec. (d)(4). , substituted “The term” for “For purposes of this paragraph, the term”.

Pub. L. 104–2901996— substituted “Exemption from State regulation of securities offerings” for “State control of securities” as section catchline and amended text generally. Prior to amendment, text read as follows: “Nothing in this subchapter shall affect the jurisdiction of the securities commission (or any agency or office performing like functions) of any State or Territory of the United States, or the District of Columbia, over any security or any person.”

Statutory Notes and Related Subsidiaries

Effective Date of 2010 Amendment

Pub. L. 111–203section 4 of Pub. L. 111–203section 5301 of Title 12Amendment by effective 1 day after , except as otherwise provided, see , set out as an Effective Date note under , Banks and Banking.

Clarification of the Preservation of State Enforcement Authority

Pub. L. 112–106, title III, § 305(b)(1)126 Stat. 32215 U.S.C. 77r(a)15 U.S.C. 77d(a)(6), , , provided that: The amendments made by subsection (a) [amending this section] relate solely to State registration, documentation, and offering requirements, as described under section 18(a) of [the] Securities Act of 1933 (), and shall have no impact or limitation on other State authority to take enforcement action with regard to an issuer, funding portal, or any other person or entity using the exemption from registration provided by section 4(6) [probably means “section 4(a)(6)”] of that Act [].”

Study and Report on Uniformity of State Regulatory Requirements

Pub. L. 104–290, title I, § 102(b)110 Stat. 3420

15 U.S.C. 77r“The Commission shall conduct a study, after consultation with States, issuers, brokers, and dealers, on the extent to which uniformity of State regulatory requirements for securities or securities transactions has been achieved for securities that are not covered securities (within the meaning of section 18 of the Securities Act of 1933 [], as amended by paragraph (1) of this subsection). Not later than 1 year after the date of enactment of this Act [], the Commission shall submit a report to the Congress on the results of such study.”
, , , provided that:

Executive Documents

Transfer of Functions

64 Stat. 1265section 78d of this titleFor transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. , 15 F.R. 3175, , set out under .