Skip to main content

Company FilingsMore Search Options

SEC Emblem
U.S. Securities and Exchange Commission
q
  • About
    • Careers
    • Commissioners
    • Contact
    • Reports and Publications
    • Securities Laws
    • What We Do
  • Divisions & Offices
    • Corporation Finance
    • Enforcement
    • Investment Management
    • Economic and Risk Analysis
    • Trading and Markets
    • Office of Administrative Law Judges
    • Examinations
    • Regional Offices
    • All Divisions and Offices
  • Enforcement
    • Litigation Releases
    • Administrative Proceedings
    • Opinions and Adjudicatory Orders
    • Accounting and Auditing
    • Trading Suspensions
    • How Investigations Work
    • Receiverships
    • Information for Harmed Investors
  • Regulation
    • Rulemaking Index
    • Proposed Rules
    • Final Rules
    • Interim Final Temporary Rules
    • Other Orders and Notices
    • Self-Regulatory Organizations
    • Staff Interpretations
  • Education
    • Investor.gov
    • Five Questions to Ask Before You Invest
    • About Investment Professionals
    • Check Your Investment Professional
    • Investing Tools and Calculators
    • Investment Products
    • Understanding Fees
    • Investor Alerts and Bulletins
    • Glossary
  • Filings
    • EDGAR – Search & Access
    • EDGAR – Information for Filers
    • Company Filing Search
    • How to Search EDGAR
    • Requesting Public Documents
    • Forms List
    • About EDGAR
  • News
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
    • Spotlight Topics
    • What's New
    • Upcoming Events
    • Webcasts
    • SEC in the News
    • SEC Videos
    • Media Gallery

User account menu

  • Log in
  • U.S. Securities and Exchange Commission
    • Divisions & Offices
    • Enforcement
    • Regulation
    • Education
    • Filings
    • Newsroom
  • Newsroom
    • Press Releases
    • Public Statements
    • Speehes
    • Testimony
  • RSS Feeds
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
  • Social Media
    • @SEC_News
    • SEC Channel
    • SEC Photostream
  • Small Business
  • Exempt Offerings
    • Exempt Offerings Home
    • Private placements – Rule 506(b)
    • General solicitation – Rule 506(c)
    • Limited offerings – Rule 504
    • Filing a Form D notice
    • Regulation Crowdfunding
    • Regulation A
    • Intrastate offerings
    • Employee benefit plans
  • Going Public
    • Going Public Home
    • What is a registration statement?
    • Filing a registration statement
    • Filing review process
    • Emerging Growth Companies
    • Smaller Reporting Companies
    • Exchange Act Reporting and Registration
    • Annual Meetings and Proxy Requirements
    • Officers, Directors and 10% Shareholders
    • Listing Standards
    • Suspending Reporting Obligations
  • Small Business
  • Exempt Offerings
    • Exempt Offerings Home
    • Private placements – Rule 506(b)
    • General solicitation – Rule 506(c)
    • Limited offerings – Rule 504
    • Filing a Form D notice
    • Regulation Crowdfunding
    • Regulation A
    • Intrastate offerings
    • Employee benefit plans
  • Going Public
    • Going Public Home
    • What is a registration statement?
    • Filing a registration statement
    • Filing review process
    • Emerging Growth Companies
    • Smaller Reporting Companies
    • Exchange Act Reporting and Registration
    • Annual Meetings and Proxy Requirements
    • Officers, Directors and 10% Shareholders
    • Listing Standards
    • Suspending Reporting Obligations

Federal Securities Laws

What are the federal securities laws?

In the 1920s, companies often sold stocks and bonds on the basis of glittering promises of fantastic profits and without disclosing meaningful information to investors. Following the stock market crash of 1929, the U.S. Congress enacted the federal securities laws and created the SEC to administer them.

There are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities:

  • Securities Act of 1933 ("Securities Act")
  • Securities Exchange Act of 1934 ("Exchange Act")

Securities Act

The Securities Act regulates offers and sales of securities in the United States. Unless an offering qualifies for an exemption from registration, the Securities Act requires the company to file a registration statement containing information about itself, the securities it is offering, and the offering. While registration statements are selectively reviewed by SEC staff, the SEC does not evaluate the merits of securities offerings, or determine whether the securities offered are "good" investments or appropriate for a particular type of investor. A registration statement must be declared “effective” before it can be used to complete sales to investors. We describe this process in more detail under “Going Public.”

The Securities Act provides various exemptions that – when the specified conditions of those exemptions are met – permit offers and sales of securities to occur without SEC registration. We describe these “exemptions” from the registration requirements under “Exempt Offerings.”

Exchange Act

The Exchange Act requires companies that have an effective registration statement or meet certain thresholds to report information regularly about their business operations, financial condition, and management. These companies must file periodic reports or other information with the SEC. In some cases, the company must deliver the information directly to investors. We discuss these obligations under “Going Public.”

Modified: May 4, 2017

STAY CONNECTED
1 Twitter 2 Facebook 3RSS 4YouTube
5 Flickr 6LinkedIn 7 Pinterest 8 Email Updates

Footer menu

  • Accessibility
  • Budget & Performance
  • Careers
  • Contact
  • Contracts
  • Data
  • Diversity and Inclusion
  • FOIA
  • Inspector General
  • Investor.gov
  • No FEAR Act & EEO Data
  • Ombudsman
  • Plain Writing
  • Privacy & Security
  • Related Sites
  • Site Map
  • USA.gov
  • Votes
  • Whistleblower Protection
Return to Top