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SEC proposes revised registration requirements

  • SEC document Image

Dec 19, 2014

The SEC has issued a proposal that would revise the rules in Section 12(g) of the Securities Exchange Act of 1934 related to the thresholds for registration, termination of registration, and suspension of reporting.

The pro­posed rule (Release No. 33-9693, Changes to Exchange Act Registration Requirements to Implement Title V and Title VI of the JOBS Act) was issued in re­sponse to mandates under the Jumpstart Our Business Startups Act (JOBS Act). Specifically, the proposal would:

  • Amend “Exchange Act Rules 12g-1 through 4 and 12h-3 which govern the procedures relating to registration, termination of registration under Section 12(g), and suspension of reporting obligations under Section 15(d) to reflect the new thresholds established by the JOBS Act.”
  • Revise “the rules so that savings and loan holding companies are treated in a similar manner to banks and bank holding companies for the purposes of registration, termination of registration, or suspension of their Exchange Act reporting obligations.”
  • Apply “the definition of ‘accredited investor’ in Securities Act Rule 501(a) to determinations as to which record holders are accredited investors for purposes of Exchange Act Section 12(g)(1). The accredited investor determination would be made as of the last day of the fiscal year.”

In addition, the proposal provides revisions to the definition of “held of record” and establishes a nonexclusive safe harbor under Exchange Act Section 12(g).

Com­ments on the pro­posal are due 60 days after its publication in the Federal Register.

For more information, see the press release and the proposed rule on the SEC’s Web site.

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