[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR202.3]

[Page 194-196]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 202--INFORMAL AND OTHER PROCEDURES--Table of Contents
 
Sec. 202.3  Processing of filings.

    (a) Registration statements, proxy statements, letters of 
notification, periodic reports, applications for qualification of 
indentures, and similar documents filed with the Commission under the 
Securities Act of 1933 and the Trust Indenture Act of 1939, and certain 
filings under the Securities Exchange Act of 1934 and the Public Utility 
Holding Company Act of 1935 are routed to the Division of Corporation 
Finance, which passes initially on the adequacy of disclosure and 
recommends the initial action to be taken. If the filing appears to 
afford inadequate disclosure, as for example through omission of 
material information or through violation of accepted accounting 
principles and practices, the usual practice is to bring the deficiency 
to the attention of the person who filed the document by letter from

[[Page 195]]

the Assistant Director assigned supervision over the particular filing, 
and to afford a reasonable opportunity to discuss the matter and make 
the necessary corrections. This informal procedure is not generally 
employed when the deficiencies appear to stem from careless disregard of 
the statutes and rules or a deliberate attempt to conceal or mislead or 
where the Commission deems formal proceedings necessary in the public 
interest. If an electronic filing is not prepared in accordance with the 
requirements of the current EDGAR Filer Manual, the filing may be 
suspended and the filer so notified. Reasonable opportunity will be 
afforded the filer to make the necessary corrections or resubmit the 
filing as needed. Where it appears that the filing affords adequate 
disclosure, acceleration of its effectiveness when appropriate normally 
will be granted. A similar procedure is followed with respect to filings 
under the Investment Company Act of 1940 and certain filings relating to 
investment companies under the Securities Act of 1933, the Securities 
Exchange Act of 1934, and the Trust Indenture Act of 1939, which are 
routed to the Division of Investment Management, and filings under the 
Public Utility Holding Company Act of 1935 which are also routed to the 
Division of Investment Management. A similar procedure is also followed 
in the Commission's Regional Offices with respect to registration 
statements on Forms SB-1 and SB-2 (17 CFR 239.9 and 239.10) and related 
filings under the Trust Indenture Act of 1939.
    (b)(1) Applications for registration as brokers, dealers, investment 
advisers, municipal securities dealers and transfer agents are submitted 
to the Office of Filings and Information Services where they are 
examined to determine whether all necessary information has been 
supplied and whether all required financial statements and other 
documents have been furnished in proper form. Defective applications may 
be returned with a request for correction or held until corrected before 
being accepted as a filing. The files of the Commission and other 
sources of information are considered to determine whether any person 
connected with the applicant appears to have engaged in activities which 
would warrant commencement of proceedings on the question of denial of 
registration. The staff confers with applicants and makes suggestions in 
appropriate cases for amendments and supplemental information. Where it 
appears appropriate in the public interest and where a basis therefore 
exists, denial proceedings may be instituted. Within 45 days of the date 
of the filing of a broker-dealer, investment adviser or municipal 
securities dealer application (or within such longer period as to which 
the applicant consents), the Commission shall by order grant 
registration or institute proceedings to determine whether registration 
should be denied. An application for registration as a transfer agent 
shall become effective within 30 days after receipt of the application 
(or within such shorter period as the Commission may determine). The 
Office of Filings and Information Services is also responsible for the 
processing and substantive examination of statements of beneficial 
ownership of securities and changes in such ownership filed under the 
Securities Exchange Act of 1934, the Public Utility Holding Company Act 
of 1935, and the Investment Company Act of 1940, and for the examination 
of reports filed pursuant to Sec. 230.144 of this chapter.
    (2) Applications for registration as national securities exchanges, 
or exemption from registration as exchanges by reason of such exchanges' 
limited volume of transactions filed with the Commission are routed to 
the Division of Market Regulation, which examines these applications to 
determine whether all necessary information has been supplied and 
whether all required financial statements and other documents have been 
furnished in proper form. Defective applications may be returned with a 
request for correction or held until corrected before being accepted as 
a filing. The files of the Commission and other sources of information 
are considered to determine whether any person connected with the 
applicant appears to have engaged in activities which would warrant 
commencement of proceedings on the question of denial of registration. 
The staff confers with applicants and makes suggestions in appropriate 
cases

[[Page 196]]

for amendments and supplemental information. Where it appears 
appropriate in the public interest and where a basis therefore exists, 
denial proceedings may be instituted. Within 90 days of the date of 
publication of a notice of the filing of an application for registration 
as a national securities exchange, or exemption from registration by 
reason of such exchanges' limited volume of transactions (or within such 
longer period as to which the applicant consents), the Commission shall 
by order grant registration, or institute proceedings to determine 
whether registration should be denied as provided in Sec. 240.19(a)(1) 
of this chapter.

(15 U.S.C. 77a et seq., as amended by Pub. L. 94-29 (June 4, 1975); 11 
U.S.C. 901, 1109(a))

[41 FR 44699, Oct. 12, 1976, as amended at 44 FR 21567, Apr. 10, 1979; 
49 FR 12686, Mar. 30, 1984; 57 FR 18216, Apr. 29, 1992; 58 FR 15004, 
Mar. 18, 1993; 59 FR 5945, Feb. 9, 1994; 63 FR 70916, Dec. 22, 1998; 64 
FR 19451, April 21, 1999]