Sec. 6. registration of securities and signing of registration statement

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## Sec. 6 registration of securities and signing of registration statement **[**77f**]** ###

(a)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 the securities specified therein as proposed to be offered. ###

(b)Registration Fee ####

(1)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 (2). ####

(2)Annual adjustment For each fiscal year, the Commission shall by order adjust the rate required by paragraph

(1)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 fee collection amount for such fiscal year. ####

(3)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. ####

(4)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

(2)and published under paragraph

(5)shall not be subject to judicial review. An adjusted rate prescribed under paragraph

(2)shall take effect on the first day of the fiscal year to which such rate applies. ####

(5)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) for each fiscal year not later than August 31 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. ####

(6)Definitions For purposes of this subsection: #####

(A)Target offsetting19 collection amount The target fee collection amount for each fiscal year is determined according to the following table: 19The word “offsetting” in the heading of paragraph (6)(A) probably should read “fee”. See amendment made by section 991(b)(1)(A) of Public Law 111–203. **Target fee** **Fiscal year:** **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 2012$425,000,000 2013$455,000,000 2014$485,000,000 2015$515,000,000 2016$550,000,000 2017$585,000,000 2018$620,000,000 2019$660,000,000 2020$705,000,0002021 and each fiscal year thereafterAn amount that is equal to the target fee collection amount for the prior fiscal year, adjusted by the rate of inflation. #####

(B)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. ###

(c)The filing with the Commission of a registration statement, or of an 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). ###

(d)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. ###

(e)Emerging Growth Companies ####

(1)In general Any emerging growth company, prior to its initial public offering date, may confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 15 days before the date on which the issuer conducts a road show, as such term is defined in section 230.433(h)(4) of title 17, Code of Federal Regulations, or any successor thereto. An issuer that was an emerging growth company at the time it submitted a confidential registration statement or, in lieu thereof, a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the 1-year period beginning on the date the company ceases to be an emerging growth company. ####

(2)Confidentiality Notwithstanding any other provision of this title, the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection. For purposes of section 552 of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. Information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section 24(b)(2) of the Securities Exchange Act of 1934.

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Pub. L. 111-203

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Sec. 6

registration of securities and signing of registration statement

Pub. L.Pub. L. 111-203

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