15 U.S.C. § 77f — Registration of securities

(a) Method of registration Any security can be registered by filing a registration statement in triplicate. At least one copy must be signed by the issuer, its top executive, its top financial officer, its comptroller or top accounting officer, and a majority of its board (or, if there's no board, a majority of whoever manages the issuer). A foreign or territorial issuer must also have its U.S. representative sign. If the security is issued by a foreign government or one of its subdivisions, only the underwriter needs to sign. The law assumes every signature was properly authorized; if someone denies authorizing their signature, they must prove it wasn't authorized. Signing without authority breaks this subchapter. A registration statement only counts as effective for the securities it specifically lists as being offered. (b) Registration fee (1) When filing, the applicant must pay a fee — currently $92 per $1,000,000 of the top proposed offering price — though the rate is adjusted yearly starting in fiscal year 2003. (2) Each year the SEC sets a new rate designed to collect roughly the "target fee collection amount" for that year, based on an estimate of that year's total offering prices. (3) The per-$1,000,000 rate also applies proportionally to smaller amounts. (4) The SEC does not have to follow the normal rulemaking notice process (section 553 of title 5) to set this rate, and the rate cannot be challenged in court. A new rate takes effect on the first day of the fiscal year it applies to. (5) The SEC must publish each year's rate in the Federal Register, along with its estimates, by August 31 of the year before it applies. (6) The target fee collection amount is set by a table running from $377,000,000 in fiscal year 2002 up to $705,000,000 in fiscal year 2020; from fiscal year 2021 onward, it equals the prior year's target amount adjusted for inflation. The "baseline estimate of the aggregate maximum offering prices" is the SEC's projection — made with the Congressional Budget Office and Office of Management and Budget — of the total top offering prices of statements filed that year. (c) Time registration takes effect A registration statement, or an amendment to one, is treated as filed the moment the SEC receives it — but only if it comes with a U.S. postal money order, certified check, or cash for the required fee. (d) Information available to the public Information in or filed with a registration statement must be made available to the public under SEC rules, and the SEC must give copies to anyone who asks, for a reasonable fee it sets. (e) Emerging growth companies (1) Before its first public stock sale, an emerging growth company may confidentially submit a draft registration statement to the SEC for private staff review. The company must publicly file that draft, and every later change to it, at least 15 days before it starts its "road show" (as defined by SEC rule). If a company stops being an emerging growth company after submitting a draft, it is still treated as one for this purpose until it either completes its public offering or one year passes, whichever comes first. (2) The SEC does not have to release information it gets under this rule. For purposes of the Freedom of Information Act (section 552 of title 5), this counts as a law that lets the SEC withhold it. This information is also treated as confidential under section 78x(b)(2).