Section 4 Exemptions from Securities Act Registration Checklist

Summary

The chart below sets out the exemptions from registration available under Section 4 of the Securities Act of 1933, as amended (15 U.S.C. § 77d) (Securities Act), including the various limitations and considerations of the exemption, and the statutory or common-laws safe harbors related to the exemption. Under Section 5 of the Securities Act (15 U.S.C. § 77e), any offer or sale of securities (including initial issuances and subsequent resales) must be registered with the Securities and Exchange Commission (SEC), unless an exemption from registration is available. The Securities Act contains various exemptions from these registration requirements and the SEC has adopted numerous rules and safe harbors to clarify the steps required to comply with them. Section 3 (15 U.S.C. § 77c), Section 4, and Section 28 (15 U.S.C. § 77z-3) of the Securities Act and the rules promulgated thereunder provide the primary statutory exemptions from the registration requirements of Section 5.