12 CFR § 16.8 - Small issues.

---
identifier: "/us/cfr/t12/s16.8"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "12 CFR § 16.8 - Small issues."
title_number: 12
title_name: "Banks and Banking"
section_number: "16.8"
section_name: "Small issues."
chapter_name: "COMPTROLLER OF THE CURRENCY, DEPARTMENT OF THE TREASURY"
part_number: "16"
part_name: "SECURITIES OFFERING DISCLOSURE RULES"
positive_law: false
currency: "2026-04-05"
last_updated: "2026-04-05"
format_version: "1.1.0"
generator: "[email protected]"
authority: "12 U.S.C. 1  93a, 1462a, 1463, 1464, and 5412(b)(2)(B)."
regulatory_source: "59 FR 54798, Nov. 2, 1994, unless otherwise noted."
cfr_part: "16"
---


# 16.8 Small issues.

(a) The OCC will deem offers and sales of national bank or Federal savings association issued securities that satisfy the requirements of SEC Regulation A (17 CFR part 230, Regulation A—Conditional Small Issues Exemption) to be exempt from the registration and prospectus requirements of § 16.3 pursuant to § 16.5(d) of this part.

(b) A filer should consult the SEC's Securities Act Industry Guide 3—Statistical Disclosure by Bank Holding Companies (17 CFR 229.801(c) and 231) and requirement 7 (Loans) of Rule 9-03 of SEC Regulation S-X (17 CFR 230.9-03) for guidance on appropriate disclosures when preparing offering documents to be filed with the OCC pursuant to Regulation A.

[59 FR 54798, Nov. 2, 1994, as amended at 82 FR 8108, Jan. 23, 2017]