- (a) Notification of registration; effective date of registration
On or at any time after October 1, 1935, any holding company or any person
purposing to become a holding company may register by filing with the Commission a notification of registration, in such form as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. A person shall be deemed to be registered upon receipt by the Commission of such notification of registration.
- (b) Registration statement; contents
It shall be the duty of every registered holding company to file with the
Commission, within such reasonable time after registration as the Commission shall fix by rules and regulations or order, a registration statement in such form as the Commission shall by rules and regulations or order prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. Such registration statement shall include -
- (1) such copies of the charter or articles of incorporation, partnership, or
agreement, with all amendments thereto, and the bylaws, trust indentures, mortgages, underwriting arrangements, voting-trust agreements, and similar documents, by whatever name known, of or relating to the registrant or any of its associate companies as the Commission may by rules and regulations or order prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers;
- (2) such information in such form and in such detail relating to, and copies
of such documents of or relating to, the registrant and its associate companies as the Commission may by rules and regulations or order prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers in respect of -
- (A) the organization and financial structure of such companies and the nature
of their business;
- (B) the terms, position, rights, and privileges of the different classes of
their securities outstanding;
- (C) the terms and underwriting arrangements under which their securities,
during not more than the five preceding years, have been offered to the public or otherwise disposed of and the relations of underwriters to, and their interest in, such companies;
- (D) the directors and officers of such companies, their remuneration, their
interest in the securities of, their material contracts with, and their borrowings from, any of such companies;
- (E) bonus and profit-sharing arrangements;
- (F) material contracts, not made in the ordinary course of business, and
service, sales, and construction contracts;
- (G) options in respect of securities;
- (H) balance sheets for not more than the five preceding fiscal years,
certified, if required by the rules and regulations of the Commission, by an independent public accountant;
- (I) profit and loss statements for not more than the five preceding fiscal
years, certified, if required by the rules and regulations of the Commission, by an independent public accountant;
- (3) such further information or documents regarding the registrant or its
associate companies or the relations between them as the Commission may by rules and regulations or order prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers.
- (c) Preliminary registration statement prior to complete statement
The Commission by such rules and regulations or order as it deems necessary or
appropriate in the public interest or for the protection of investors or consumers, may permit a registrant to file a preliminary registration statement without complying with the provisions of subsection (b) of this section; but every registrant shall file a complete registration statement with the Commission within such reasonable period of time as the Commission shall fix by rules and regulations or order, but not later than one year after the date of registration.
- (d) Cessation of existence as holding company
Whenever the Commission, upon application, finds that a registered holding
company has ceased to be a holding company, it shall so declare by order and upon the taking effect of such order the registration of such company shall, upon such terms and conditions as the Commission finds and in such order prescribes as necessary for the protection of investors, cease to be in effect. The denial of any such application by the Commission shall be by order.