15 USC § 3904 - Securities laws

---
identifier: "/us/usc/t15/s3904"
source: "usc"
legal_status: "official_prima_facie"
title: "15 USC § 3904 - Securities laws"
title_number: 15
title_name: "COMMERCE AND TRADE"
section_number: "3904"
section_name: "Securities laws"
chapter_number: 65
chapter_name: "LIABILITY RISK RETENTION"
positive_law: false
currency: "119-84"
last_updated: "2026-04-17"
format_version: "1.1.0"
generator: "[email protected]"
source_credit: "(Pub. L. 97–45, § 5, Sept. 25, 1981, 95 Stat. 952.)"
---


# § 3904. Securities laws

**(a)** **Ownership interest of members in risk retention groups** The ownership interests of members in a risk retention group shall be—

**(1)** considered to be exempted securities for purposes of section 5 of the Securities Act of 1933 [15 U.S.C. 77e] and for purposes of section 12 of the Securities Exchange Act of 1934 [15 U.S.C. 78*l*]; and

**(2)** considered to be securities for purposes of the provisions of section 17 of the Securities Act of 1933 [15 U.S.C. 77q] and the provisions of section 10 of the Securities Exchange Act of 1934 [15 U.S.C. 78j].

**(b)** **Investment companies** 15 U.S.C. 80a–1

A risk retention group shall not be considered to be an investment company for purposes of the Investment Company Act of 1940 ( et seq.).

**(c)** **State blue sky laws** The ownership interests of members in a risk retention group shall not be considered securities for purposes of any State blue sky law.

---

**Source Credit**: (Pub. L. 97–45, § 5, Sept. 25, 1981, 95 Stat. 952.)

## Editorial Notes

### References in Text

The Investment Company Act of 1940, referred to in subsec. (b), is title I of , , which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see  and Tables.