15 U.S.C. § 80a–8 — Registration of investment companies

(a) Notification of registration; effective date of registration. Any investment company set up under U.S. or state law can register under this subchapter. It does this by filing a notification of registration with the Commission, in the form the Commission requires. The company counts as registered the moment the Commission receives that notification. (b) Registration statement; contents. After registering, the company must later file a full registration statement — an original plus copies — within whatever reasonable deadline the Commission sets. The Commission decides exactly what the statement must contain, but the statement must cover: (1) The company's policy on each of these activities: whether it reserves the freedom to do it, and if so, roughly how far it plans to go — (A) which classifications and subclassifications, under sections 80a-4 and 80a-5, it plans to operate under; (B) borrowing money; (C) issuing senior securities; (D) underwriting other issuers' securities; (E) putting a lot of its investments into one industry or group of industries; (F) buying and selling real estate and commodities; (G) lending money to others; and (H) how often it turns over its portfolio, including the total dollar amount of its purchases and sales of securities — other than government securities — in each of the last three fiscal years. (2) All of the company's other investment policies that can only be changed by a shareholder vote. (3) All of its other policies that it considers matters of fundamental policy. (4) The name and address of everyone affiliated with the company; the name and main address of every other company where each of those people is an officer, director, or partner; and a short summary of each officer's and director's business experience over the past five years. (5) Whatever information and documents the company would have to file to register, under the Securities Act of 1933 and the Securities Exchange Act of 1934, all of the securities it has outstanding or plans to issue, other than short-term paper. (c) Alternative information. The Commission can let a company file some or all of the following instead of the section (b) information: (1) copies of its most recent registration statement under the Securities Act of 1933, if one is currently effective, or, if not, its most recent effective statement under the Securities Exchange Act of 1934; (2) copies of any reports it filed under section 78m or 78o(d); and (3) a report with reasonably current information on the matters those copies cover, plus any further information the Commission still requires under subsection (b) that the copies don't cover. (d) Registration of unit investment trusts. If the registering company is a unit investment trust holding mostly securities of another registered investment company, the Commission can design a simpler registration statement for it, so it doesn't have to repeat information the other company already filed. (e) Failure to file registration statement or omissions of material fact. Suppose the Commission thinks a registered company failed to file its registration statement, or a report required by section 80a-29(a) or (b), or filed one that left out required material facts, or filed one in violation of section 80a-33(b). The Commission must notify the company by registered or certified mail, explain the problem, and set a deadline — at least 30 days after the notice — to file or fix it. If the company misses that deadline (or any extension), the Commission may, after notice and a hearing, and with any conditions or exemptions needed to protect investors, suspend the company's registration until it fixes the problem, or revoke the registration entirely. But it can only do this if the evidence shows (1) the company really did fail to file, omit facts, or violate section 80a-33(b), and (2) suspending or revoking the registration serves the public interest. (f) Cessation of existence as investment company. If the Commission — on its own or because someone applied — decides a registered company has stopped being an investment company, it must say so by order. Once that order takes effect, the company's registration ends. The order can include conditions if needed to protect investors. If the Commission turns down an application under this subsection, that denial must also be by order. (g) Data standards for registration statements. (1) The Commission must write rules setting data standards for every registration statement filed under this section, though it can excuse exhibits, signatures, and certifications from those standards. (2) Those data standards must match up with, and stay compatible with, the data standards required under section 5334 of title 12, including — as much as practical — the features listed in clauses (i) through (vi) of subsection (c)(1)(B) of that section.