USA

U.S. Securities Law Basics: The SEC, Registration, and Key Exemptions

A plain-language overview of the U.S. federal securities regulatory framework — the Securities Act of 1933, the Securities Exchange Act of 1934, and the key exemptions that matter for private companies.

Coming Soon — This article is in development. The outline and key resources below give you a preview.

What This Article Will Cover

The two foundational U.S. securities statutes: the Securities Act of 1933 (governs the issuance of securities) and the Securities Exchange Act of 1934 (governs trading and reporting of securities)
The SEC's role and its principal enforcement tools
Registration vs. exemption: when a full registration statement (S-1) is required and when exemptions are available
Regulation D (private placements): Rules 504, 506(b), and 506(c)
Regulation A/A+ (Tier 1 and Tier 2): the "mini-IPO" framework for raises up to $75M
Regulation Crowdfunding (Reg CF): raises up to $5M through registered portals
The accredited investor definition and its recent expansions
Anti-fraud provisions: Rule 10b-5 and its broad application

Canada/USA comparison: Both Canada's NI 45-106 and the U.S. Regulation D framework allow private capital raises without a full prospectus, using similar accredited investor concepts. However, the legal regimes are separate — compliance with one does not mean compliance with the other. Cross-border offerings require careful analysis under both. This article is tagged for both contexts where applicable.

Useful Resources

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