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

15 U.S.C. § 80a–7

Transactions by unregistered investment companies

(a)

Prohibition of transactions in interstate commerce by companies

section 80a–8 of this titleNo investment company organized or otherwise created under the laws of the United States or of a State and having a board of directors, unless registered under , shall directly or indirectly—
(1)
offer for sale, sell, or deliver after sale, by the use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security, whether the issuer of such security is such investment company or another person; or offer for sale, sell, or deliver after sale any such security or interest, having reason to believe that such security or interest will be made the subject of a public offering by use of the mails or any means or instrumentality of interstate commerce;
(2)
purchase, redeem, retire, or otherwise acquire or attempt to acquire, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security, whether the issuer of such security is such investment company or another person;
(3)
control any investment company which does any of the acts enumerated in paragraphs (1) and (2) of this subsection;
(4)
engage in any business in interstate commerce; or
(5)
control any company which is engaged in any business in interstate commerce.
The provisions of this subsection shall not apply to transactions of an investment company which are merely incidental to its dissolution.
(b)

Prohibition of transactions in interstate commerce by depositors or trustees of companies

section 80a–8 of this titlesection 80a–6 of this titleNo depositor or trustee of or underwriter for any investment company, organized or otherwise created under the laws of the United States or of a State and not having a board of directors, unless such company is registered under or exempt under , shall directly or indirectly—
(1)
offer for sale, sell, or deliver after sale, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or offer for sale, sell, or deliver after sale any such security or interest, having reason to believe that such security or interest will be made the subject of a public offering by use of the mails or any means or instrumentality of interstate commerce;
(2)
purchase, redeem, or otherwise acquire or attempt to acquire, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or
(3)
sell or purchase for the account of such company, by use of the mails or any means or instrumentality of interstate commerce, any security or interest in a security, by whomever issued.
The provisions of this subsection shall not apply to transactions which are merely incidental to the dissolution of an investment company.
(c)

Prohibition of transactions in interstate commerce by promoters of proposed investment companies

No promoter of a proposed investment company, and no underwriter for such a promoter, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any preorganization certificate or subscription for such a company.

(d)

Prohibition of transactions in interstate commerce by companies not organized under laws of the United States or a State; exceptions

section 80a–8(a) of this titleNo investment company, unless organized or otherwise created under the laws of the United States or of a State, and no depositor or trustee of or underwriter for such a company not so organized or created, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any security of which such company is the issuer. Notwithstanding the provisions of this subsection and of , the Commission is authorized, upon application by an investment company organized or otherwise created under the laws of a foreign country, to issue a conditional or unconditional order permitting such company to register under this subchapter, and to make a public offering of its securities by use of the mails and means or instrumentalities of interstate commerce, if the Commission finds that, by reason of special circumstances or arrangements, it is both legally and practically feasible effectively to enforce the provisions of this subchapter against such company and that the issuance of such order is otherwise consistent with the public interest and the protection of investors.

(e)

Disclosure by exempt charitable organizations

section 80a–3(c)(10)(B) of this titleEach fund that is excluded from the definition of an investment company under shall provide, to each donor to such fund, at the time of the donation or within 90 days after , whichever is later, written information describing the material terms of the operation of such fund.

Aug. 22, 1940, ch. 68654 Stat. 802Pub. L. 104–62, § 2(b)109 Stat. 683(, title I, § 7, ; , , .)

Editorial Notes

Amendments

Pub. L. 104–621995—Subsec. (e). added subsec. (e).

Statutory Notes and Related Subsidiaries

Effective Date of 1995 Amendment

Pub. L. 104–62Pub. L. 104–62section 80a–3a of this titlesection 7 of Pub. L. 104–62section 77c of this titleAmendment by applicable as defense to any claim in administrative and judicial actions pending on or commenced after , that any person, security, interest, or participation of type described in is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any State statute or regulation preempted as provided in , except as specifically provided in such statutes, see , set out as a note under .

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 .