SEC Staff Guidance on Corporation Finance Interpretations
Summary
The SEC's Division of Corporation Finance has updated its landing page for Corporation Finance Interpretations (CFIs). These interpretations provide staff guidance on federal securities laws and are not binding rules. The division is actively refreshing and reorganizing these positions.
What changed
The SEC's Division of Corporation Finance has updated its online portal for Corporation Finance Interpretations (CFIs), which are non-binding staff views on federal securities laws. The document indicates that the division is in the process of revisiting and refreshing its interpretive positions, with revised or new interpretations to be published on the updated landing page. The page itself has been reorganized to improve user navigation.
While these interpretations are not rules and are not binding, they serve as general guidance for regulated entities. Companies and legal professionals should be aware that the SEC staff welcomes requests for interpretive advice through a provided form or by telephone. The updates suggest a proactive effort by the SEC to clarify its positions on securities laws, and entities should review the reorganized content for any relevant changes to their compliance obligations.
What to do next
- Review the updated SEC Corporation Finance Interpretations landing page for any relevant changes.
- Utilize the provided form or contact the Division of Corporation Finance for interpretive advice.
Source document (simplified)
More in this Section
Corporation Finance Interpretations (CFIs)
Nov. 7, 2017 These interpretations reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. The Commission has neither approved nor disapproved these interpretations.
These positions do not necessarily discuss all material information necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these positions are intended as general guidance and should not be relied on as definitive.
The Division currently is in the process of revisiting and refreshing its interpretive positions. The new landing page below re-organizes the topics to assist users in navigating the information. Revised or new interpretations will be published here.
We welcome requests for interpretive advice and other assistance relating to the areas of the federal securities laws that the Division administers and interprets. Please use this form or contact us via telephone.
Corporation Finance Interpretations are available on a consolidated page. Note that this consolidated page does not contain all disclosure guidance from the Division.
Securities Act
Securities Act Sections
- Corporation Finance Interpretations *(UPDATED 01/23/26)*
- Staff Legal Bulletin No. 3A June 18, 2008 *(UPDATED 06/18/08)* Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
- Staff Legal Bulletin No. 4 Sept. 16, 1997 Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.
Securities Act Rules
- Securities Act Rules Corporation Finance Interpretations *(UPDATED 03/06/26)*
- Regulation Crowdfunding Corporation Finance Interpretations *(UPDATED 02/17/26)*
Securities Act Forms
- Corporation Finance Interpretations (UPDATED 03/06/26)
Exchange Act
Exchange Act Rules, Forms and Sections generally (excluding the Specific Exchange Act Topics listed below)
Exchange Act Sections
- Corporation Finance Interpretations *(UPDATED 06/09/22)*
- Staff Legal Bulletin No. 3A June 18, 2008 *(UPDATED 06/18/08)* Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
- Staff Legal Bulletin No. 4 Sept. 16, 1997 Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.
Exchange Act Rules
- Corporation Finance Interpretations *(UPDATED 8/27/25)*
- Staff Legal Bulletin No. 18 Mar. 15, 2010 Exchange Act Rule 12h-3
- Statement of the Division of Corporation Finance on the Conflict Minerals Decision *(DATED 04/29/14)*
- Frequently Asked Questions on Conflict Minerals *(UPDATED 04/07/14)*
Exchange Act Forms
- Exchange Act Forms Corporation Finance Interpretations *(UPDATED 4/11/25)*
- Exchange Act Form 8-K Corporation Finance Interpretations *(UPDATED 06/24/24)*
- Proxy Disclosure Enhancements Transition Corporation Finance Interpretations *(UPDATED 01/20/10)*
Specific Exchange Act Topics
Exchange Act Sections 13(d), 13(g) and 16 and related rules and forms
- Ownership Reporting and Related Rules Corporation Finance Interpretations *(UPDATED 07/11/25)*
- Exchange Act Section 16 and Related Rules Corporation Finance Interpretations *(UPDATED 08/25/23)*
- Holding Foreign Insiders Accountable Act: Frequently Asked Questions *(UPDATED 03/12/2026)*
Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
- Corporation Finance Interpretations (UPDATED 02/11/26)
Proxy Rules and Schedules 14A/14C
- Corporation Finance Interpretations *(UPDATED 01/23/26)*
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
- Corporation Finance Interpretations (Regarding Submission of Annual Reports to SEC) *(UPDATED 01/11/23)*
- Corporation Finance Interpretations (Regarding Description under Rule 14a-4(a)(3) of Rule 14a-8 Shareholder Proposals) *(UPDATED 03/22/16)*
- Corporation Finance Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context) *(UPDATED 10/27/15)*
- Corporation Finance Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) *(UPDATED 01/24/14)*
- Corporation Finance Interpretations (Satisfying Legend Requirements Via Hyperlink) *(UPDATED 04/21/14)*
- Staff Legal Bulletin No. 20 Jun. 30, 2014 Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms.
Shareholder Proposals
- Staff Legal Bulletin No. 14, Jul. 13, 2001
- Staff Legal Bulletin No. 14A, Jul. 12, 2002
- Staff Legal Bulletin No. 14B, Sept. 15, 2004
- Staff Legal Bulletin No. 14C, Jun. 28, 2005
- Staff Legal Bulletin No. 14D, Nov. 7, 2008
- Staff Legal Bulletin No. 14E, Oct. 27, 2009
- Staff Legal Bulletin No. 14F, Oct. 18, 2011
- Staff Legal Bulletin No. 14G, Oct. 16, 2012
- Staff Legal Bulletin No. 14H, Oct. 22, 2015
- Staff Legal Bulletin No. 14M, Feb 12, 2025
Tender Offer Rules and Schedules
- Corporation Finance Interpretations (Tender Offer Rules and Schedules) (UPDATED 02/11/26)
- Corporation Finance Interpretations (Satisfying Legend Requirements Via Hyperlink) *(UPDATED 04/21/14)*
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
Regulations
Regulation FD
- Corporation Finance Interpretations *(UPDATED 06/04/10)*
Regulation M-A and Related Rules
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
- Excerpt from November 2000 Current Issues Outline
Regulation S-K
- Corporation Finance Interpretations *(UPDATED 03/06/26)*
- Transitional FAQs Regarding Amended Regulation S-K Items 101, 103 and 105 *(11/5/20)*
- Staff Guidance on Calculation of Pay Ratio Disclosure *(DATED 09/21/17)*
- Staff Observations in the Review of Executive Compensation Disclosure
- Staff Legal Bulletin No. 19 Oct. 14, 2011 Legality and Tax Opinions in Registered Offerings.
Regulation S-T
- Corporation Finance Interpretations *(UPDATED 01/23/15)*
Trust Indenture Act
Trust Indenture Act of 1939
- Corporation Finance Interpretations *(UPDATED 04/24/15)*
Industry Guidance
Industry Guides
- Publicly Available Telephone Interpretations
- Excerpt from November 2000 Current Issues Outline (Real Estate)
- Excerpt from November 2000 Current Issues Outline (Oil and Gas)
- See also Accounting and Financial Reporting
Oil and Gas Rules
- Corporation Finance Interpretations *(UPDATED 05/16/13)*
Other Topics
Asset-Backed Securities
- Corporation Finance Interpretations *(UPDATED 05/16/25)*
- Information for Form ABS-EE Filings *(UPDATED 12/19/22)*
Confidential Treatment Requests
- CF Disclosure Guidance Topic No. 7
- Excerpt from June 2001 Quarterly Update to Current Issues Outline
Cross-Border Exemptions
- Corporation Finance Interpretations *(UPDATED 10/17/18)*
Interactive Data
- Corporation Finance Interpretations *(UPDATED 11/20/23)*
Non-GAAP Financial Measures
- Corporation Finance Interpretations *(UPDATED 12/13/22)*
Other Legislation
American Recovery and Reinvestment Act
Fixing America's Surface Transportation Act
- Corporation Finance Interpretations *(UPDATED 08/17/17)*
Jumpstart Our Business Startups Act
- Generally Applicable Questions on Title I of the JOBS Act *(REVISED 12/21/15)*
- Confidential Submission Process for Emerging Growth Companies *(REVISED 12/21/15)*
Sarbanes-Oxley Act
- Sarbanes-Oxley Act Frequently Asked Questions *(REVISED 11/14/2002)*
- Staff Statement on Management's Report on Internal Control Over Financial Reporting *(DATED 5/16/2005)*
- Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports; Frequently Asked Questions *(REVISED 9/24/2007)* Last Reviewed or Updated: March 9, 2026
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