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Corporation Finance Submission Form for No-Action, Interpretive and Exemptive Letters

We welcome written requests for no-action, interpretive and exemptive letters relating to the areas of the federal securities laws that the Division administers and interprets.

This form is for submitting written requests - other than requests made under Exchange Act Rule 14a-8 - to the Division's Office of Chief Counsel. Electronic submissions made under Rule 14a-8 may be sent to shareholderproposals@sec.gov. For information about submitting a request to a Division Office other than the Office of Chief Counsel, please contact that office directly at the telephone number or email address listed here.

  Please provide your contact information and indicate whether you are submitting an initial or revised request.
  Please upload your request letter by pressing "Browse" and then double-clicking on the file to be uploaded. Then press "Submit."
  The total size of all attachments is limited to 7 megabytes. Attachments larger than 7 megabytes can be mailed to the Office of Chief Counsel at:
SEC Division of Corporation Finance
Office of Chief Counsel
Mail Stop 4561
100 F Street, NE
Washington, DC 20549

or faxed to the Office of Chief Counsel at (202) 772-9201.
  For assistance in preparing a request for a no-action, interpretive or exemptive letter, please refer to General Information below.
  Please read our Privacy Act Notice to learn about how we may use the information you send to us.

Fields marked with an asterisk (*) are required.

Your Contact Information
Please also indicate whether this is
an initial or a revised submission: *
Upload Your Request
This form will only accept Word and PDF File attachments.
General Information About No-Action,
Interpretive and Exemptive Requests:
  Procedures for submitting requests. The Commission has specified certain procedures to be followed by persons submitting requests for no-action or interpretive letters. These procedures include:
  • The specific subsection of the particular statute to which the letter pertains should be indicated in the upper right-hand corner of the letter submitted.
  • The names of the company or companies and all other persons involved should be stated. Letters relating to unnamed companies or persons, or to hypothetical situations, will not be answered.
  • Letters should be limited to the particular situation involving the problem at hand, and should not attempt to include every possible type of situation which may arise in the future.
  • While it is essential that letters contain all of the facts necessary to reach a conclusion in the matter, they should be concise and to the point.
  • The writer should indicate why he or she thinks a problem exists, his or her own opinion in the matter and the basis for such opinion.
  • If a request for confidential treatment is made, this request and the basis therefore should be included in a separate letter and submitted with the request letter.
  See Release No. 33-5127 (January 25, 1971) and Release No. 33-6269 Procedures Applicable to Requests for No-Action and Interpretive Letters (December 5, 1980).
  As a matter of policy, the Division does not provide informal advice on certain topics. For example, the Division does not answer hypothetical questions or questions relating to "affiliate" or "control" status. Some of these topics are discussed in Release No. 33-6253, Procedures Utilized by the Division of Corporation Finance for Rendering Informal Advice (Interpretive Release; October 28, 1980).
  Conduct research and provide results with your requests. Requests benefit from an analysis of relevant law. Accordingly, we encourage you first to research all available authority before submitting a request, and include the results of your research in your request.
  For assistance conducting research on this website, see Researching the Federal Securities Laws through the SEC Website. Also note that some resources for conducting research are available through the Corporation Finance home page, including links to certain Statutes, Rules and Forms, some of the Division's No-Action, Interpretive and Exemptive Letters, and our published Compliance and Disclosure Interpretations, Staff Legal Bulletins and Staff Accounting Bulletins. Our "Fast Answers" page answers some of the most common questions we receive.
  If you wish to file an investor complaint, please use our online Investor Complaint Form.


Modified: 03/28/2012