Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933

Forms and Documents

Document	Type	Status	Availability
3235-0357_30-Day Submission Notice.pdf.pdf	Supplementary Document	Uploaded 2026-04-27	Available
2026 02 17_91 FR 7317_3235-0357_60-Day Collection Notice.pdf	Supplementary Document	Uploaded 2026-02-25	Available
Regulation S.Supporting Statement.Final.pdf	Supporting Statement A	Uploaded 2026-02-18	Available

IC Document Collections

IC ID	Collection	Type	Status	Form
34902	Regulation S Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933		Modified

ICR Details

OMB Control No: 3235-0357	ICR Reference No: 202601-3235-001
Status: Received in OIRA	Previous ICR Reference No: 202303-3235-036
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 04/27/2026

	Requested	Previously Approved
Expiration Date	36 Months From Approved	05/31/2026
Responses	1,103	1
Time Burden (Hours)	4,136	1
Cost Burden (Dollars)	827,250	0

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Abstract: Regulation S (17 CFR 230.901 through 905) addresses the extraterritorial application of the registration provisions of the Securities Act of 1933 (“Securities Act”). Regulation S sets forth a general statement of applicability of the registration provision, which provides that Section 5 of the Securities Act does not apply to offers or sales of securities that occur outside the United States. Regulation S also sets forth two safe harbor provisions. An offer or sale of securities that satisfies all of the applicable conditions of either safe harbor is deemed to be outside the United States, and thus not subject to the registration requirements of Section 5 of the Securities Act. The information collections in Regulation S are intended to ensure that offers and sales by persons relying on the safe harbors in the regulation occur outside the United States such that it is appropriate to exempt those offers and sales from Section 5 of the Securities Act.

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Authorizing Statute(s): US Code: 15 USC 77a et seq. Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 7317	02/12/2026
30-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 22561	04/27/2026
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Regulation S Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	1,103	1	0	0	1,102	0
Annual Time Burden (Hours)	4,136	1	0	0	4,135	0
Annual Cost Burden (Dollars)	827,250	0	0	0	827,250	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The increase in burden hours of 4,135 hours and the increase in cost burden of $827,250 are due to increase in the number of responses (from 1 response to 1,103 responses), as well as due to an increase in our estimates of the burden hours and cost burden associated with the information collection requirements in Regulation S.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 04/27/2026

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