Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Section 6 -- Registration of Securities

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1. Method of registration
   
   Any security may be registered with the Commission under the terms and conditions hereinafter provided, by filing a registration statement in triplicate, at least one of which shall be signed by each issuer, its principal executive officer or officers, its principal financial officer, its comptroller or principal accounting officer, and the majority of its board of directors or persons performing similar functions (or, if there is no board of directors or persons performing similar functions, by the majority of the persons or board having the power of management of the issuer), and in case the issuer is a foreign or Territorial person by its duly authorized representative in the United States; except that when such registration statement relates to a security issued by a foreign government, or political subdivision thereof, it need be signed only by the underwriter of such security. Signatures of all such persons when written on the said registration statements shall be presumed to have been so written by authority of the person whose signature is so affixed and the burden of proof, in the event such authority shall be denied, shall be upon the party denying the same. The affixing of any signature without the authority of the purported signer shall constitute a violation of this title. A registration statement shall be deemed effective only as to securities specified therein as proposed to be offered.
   
   
2. Registration Fee
   
   
   1. Recovery of cost of services
      
      The Commission shall, in accordance with this subsection, collect registration fees that are designed to recover the costs to the government of the securities registration process, and costs related to such process, including enforcement activities, policy and rulemaking activities, administration, legal services, and international regulatory activities.
      
      
   2. Fee payment required
      
      At the time of filing a registration statement, the applicant shall pay to the Commission a fee at a rate that shall be equal to $ 92 per $ 1,000,000 of the maximum aggregate price at which such securities are proposed to be offered, except that during fiscal year 2003 and any succeeding fiscal year such fee shall be adjusted pursuant to paragraph (5) or (6).
      
      
   3. Offsetting collections
      
      Fees collected pursuant to this subsection for any fiscal year--
      
      
      1. shall be deposited and credited as offsetting collections to the account providing appropriations to the Commission; and
         
         
      2. except as provided in paragraph (9), shall not be collected for any fiscal year except to the extent provided in advance in appropriation Acts.
         
         
   4. General revenues prohibited
      
      No fees collected pursuant to this subsection for fiscal year 2002 or any succeeding fiscal year shall be deposited and credited as general revenue of the Treasury.
      
      
   5. Annual adjustment
      
      For each of the fiscal years 2003 through 2011, the Commission shall by order adjust the rate required by paragraph (2) for such fiscal year to a rate that, when applied to the baseline estimate of the aggregate maximum offering prices for such fiscal year, is reasonably likely to produce aggregate fee collections under this subsection that are equal to the target offsetting collection amount for such fiscal year.
      
      
   6. Final rate adjustment
      
      For fiscal year 2012 and all of the succeeding fiscal years, the Commission shall by order adjust the rate required by paragraph (2) for all of such fiscal years to a rate that, when applied to the baseline estimate of the aggregate maximum offering prices for fiscal year 2012, is reasonably likely to produce aggregate fee collections under this subsection in fiscal year 2012 equal to the target offsetting collection amount for fiscal year 2011.
      
      
   7. Pro rata application
      
      The rates per $ 1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $ 1,000,000.
      
      
   8. Review and effective date
      
      In exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5, United States Code. An adjusted rate prescribed under paragraph (5) or (6) and published under paragraph (10) shall not be subject to judicial review. Subject to paragraphs (3)(B) and (9)--
      
      
      1. an adjusted rate prescribed under paragraph (5) shall take effect on the later of--
         
         
         1. the first day of the fiscal year to which such rate applies; or
            
            
         2. five days after the date on which a regular appropriation to the Commission for such fiscal year is enacted; and
            
            
      2. an adjusted rate prescribed under paragraph (6) shall take effect on the later of--
         
         
         1. the first day of fiscal year 2012; or
            
            
         2. five days after the date on which a regular appropriation to the Commission for fiscal year 2012 is enacted.
            
            
   9. Lapse of appropriation
      
      If on the first day of a fiscal year a regular appropriation to the Commission has not been enacted, the Commission shall continue to collect fees (as offsetting collections) under this subsection at the rate in effect during the preceding fiscal year, until 5 days after the date such a regular appropriation is enacted.
      
      
   10. Publication
       
       The Commission shall publish in the Federal Register notices of the rate applicable under this subsection and under sections 13(e) and 14(g) [of the Securities Exchange Act of 1934] for each fiscal year not later than April 30 of the fiscal year preceding the fiscal year to which such rate applies, together with any estimates or projections on which such rate is based.
       
       
   11. Definitions
       
       For purposes of this subsection:
       
       
       1. Target offsetting collection amount
          
          The target offsetting collection amount for each of the fiscal years 2002 through 2011 is determined according to the following table:
          
          
          

          Fiscal year:	Target offsetting collection amount
          2002	$ 377,000,000
          2003	$ 435,000,000
          2004	$ 467,000,000
          2005	$ 570,000,000
          2006	$ 689,000,000
          2007	$ 214,000,000
          2008	$ 234,000,000
          2009	$ 284,000,000
          2010	$ 334,000,000
          2011	$ 394,000,000

          
          
          
       2. Baseline estimate of the aggregate maximum offering prices
          
          The baseline estimate of the aggregate maximum offering prices for any fiscal year is the baseline estimate of the aggregate maximum offering price at which securities are proposed to be offered pursuant to registration statements filed with the Commission during such fiscal year as determined by the Commission, after consultation with the Congressional Budget Office and the Office of Management and Budget, using the methodology required for projections pursuant to section 257 of the Balanced Budget and Emergency Deficit Control Act of 1985 [2 USCS § 907].
          
          
3. Time registration effective
   
   The filing with the Commission of a registration statement, or of any amendment to a registration statement, shall be deemed to have taken place upon the receipt thereof, but the filing of a registration statement shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under subsection (b).
   
   
4. Information available to public
   
   The information contained in or filed with any registration statement shall be made available to the public under such regulations as the Commission may prescribe, and copies thereof, photostatic or otherwise, shall be furnished to every applicant at such reasonable charge as the Commission may prescribe.
   
   

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