8.1.1. Exemptions to the Securities Act of 1933
If a security is deemed exempt from the Securities Act of 1933, it means the issuer does not need to register the security on the federal level. However, the issuer may be required to register the security at the state level, depending on each state’s laws and procedures.
Securities exempt from registration under the Securities Act of 1933 include:
• U.S. Treasuries
• Municipal securities
• Securities issued or guaranteed by a federal agency (CMOs and MBSs)
• Securities issued by a nonprofit (including church bonds)
• Commercial paper (matures in under nine months)
• Banker’s acceptances (matures in under nine months)
• Bank securities
• Eurobonds
Securities that are not exempt include:
• Stocks
• Corporate bonds
• American Depository Receipts
Additionally, certain offerings and transactions (not just the security, but how the security is offered or sold) are exempt from the Securities Act of 1933. These include:
• Regulation A offerings, also known as Regulation A+ offerings or circular offerings. Under Regulation A, a company can issue and sell up to $75 million worth of securities without filing a complete registration statement. Instead, the issuer files an offering statement on Form 1-A with the SEC. The offering statement includes an offering circular that the issuer will distribute to investors. The offering circular is li