tions the Commission may classify persons and matters within its jurisdiction and prescribe different requirements for different classes of persons or matters.

(b) Subject to the provisions of the Federal Register Act and regulations prescribed under the authority thereof, the rules and regulations of the Commission under this subchapter, and amendments thereof, shall be effective upon publication in the manner which the Commission shall prescribe, or upon such later date as may be provided in such rules and regulations.

(c) Orders of the Commission under this subchapter shall be issued only after appropriate notice and opportunity for hearing. Notice to the parties

to a proceeding before the Commission shall be given by personal service upon each party or by registered mail or confirmed telegraphic notice to the party's last known business address. Notice to interested persons, if any, other than parties may be given in the same manner or by publication in the Federal Register.

(d) No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule, regulation, or order of the Commission, notwithstanding that such rule, regulation, or order may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. (Aug. 22, 1940, ch. 686, title II, § 211, 54 Stat. 855.)

REFERENCES IN TEXT

The Federal Register Act, referred to in subsection (b), is classified to sections 301-310, 311 and 312-314 of Title 44, Public Printing and Documents.

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Rules and regulations under

Investment Company Act of 1940, see section 80a37 of this title.

Public Utility Holding Company Act of 1935, see section 79t of this title.

Securities Act of 1933, see section 77s of this title. Securities Exchange Act of 1934, see sections 78c and 78w of this title.

Trust Indenture Act of 1939, see section 77sss of this title.

RULES OF PRACTICE

Rules of Practice before the Securities Exchange Commission are set out following section 78u of this title. § 80b-12. Hearings.

Hearings may be public and may be held before the Commission, any member or members thereof, or any officer or officers of the Commission designated by it, and appropriate records thereof shall be kept. (Aug. 22, 1940, ch. 686, title II, § 212, 54 Stat. 855.)

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Com

mission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Hearings by Commission under

Investment Company Act of 1940, see section 80a40 of this title.

Public Utility Holding Company Act of 1935, see section 79s of this title.

Securities Act of 1933, see section 77u of this title. Securities Exchange Act of 1934, see section 78v of this title.

Trust Indenture Act of 1939, see section 77ttt of this title.

RULES OF PRACTICE

Rules of Practice before the Securities Exchange Commission are set out following section 78u of this title.

§ 80b-13. Court review of orders.

(a) Any person or party aggrieved by an order issued by the Commission under this subchapter may obtain a review of such order in the United States court of appeals within any circuit wherein such person resides or has his principal place of business, or in the United States Court of Appeals for the District of Columbia, by filing in such court, within sixty days after the entry of such order, a written petition praying that the order of the Commission be modified or set aside in whole or in part. A copy of such petition shall be forthwith served upon any member of the Commission, or upon any officer thereof designated by the Commission for that purpose, and thereupon the Commission shall certify and file in the court a transcript of the record upon which the order complained of was entered. Upon the filing of such transcript such court shall have exclusive jurisdiction to affirm, modify, or set aside such order, in whole or in part. No objection to the order of the Commission shall be considered by the court unless such objection shall have been urged before the Commission or unless there were reasonable grounds for failure so to do. The findings of the Commission as to the facts, if supported by substantial evidence, shall be conclusive. If application is made to the court for leave to adduce additional evidence, and it is shown to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence in the proceeding before the Commission, the court may order such additional evidence to be taken before the Commission and to be adduced upon the hearing in such manner and upon such terms and conditions as to the court may seem proper. The Commission may modify its findings as to the facts by reason of the additional evidence so taken, and it shall file with the court such modified or new findings, which, if supported by substantial evidence, shall be conclusive, and its recommendation, if any, for the modification or setting aside of the original order. The judgment and decree of the court affirming, modifying, or setting aside, in whole or in part, any such order of the Commission shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in sections 346 and 347 of Title 28.

§ 80b-14. Jurisdiction of offenses and suits.

be

The district courts of the United States and the United States courts of any Territory or other place subject to the jurisdiction of the United States shall have jurisdiction of violations of this subchapter or the rules, regulations, or orders thereunder, and, concurrently with State and Territorial courts, of all suits in equity to enjoin any violation of this subchapter or the rules, regulations, or orders thereunder. Any criminal proceeding may brought in the district wherein any act or transaction constituting the violation occurred. Any suit or action to enjoin any violation of this subchapter or rules, regulations, or orders thereunder, may be brought in any such district or in the district wherein the defendant is an inhabitant or transacts business, and process in such cases may be served in any district of which the defendant is an inhabitant or transacts business or wherever the defendant may be found. Judgments and decrees so rendered shall be subject to review as provided in sections 225 and 347 of Title 28, and section 7, as amended, of the Act entitled "An Act to establish a court of appeals for the District of Columbia", approved February 9, 1893. No costs shall be assessed for or against the Commission in any proceeding under this subchapter brought by or against the Commission in any court. (Aug. 22, 1940, ch. 686, title II, § 214, 54 Stat. 856.)

CROSS REFERENCES

Jurisdiction of offenses and suits under

Investment Company Act of 1940, see section 80a43 of this title.

Public Utility Holding Company Act of 1935, see section 79y of this title.

Securities Act of 1933, see section 77v of this title. Securities Exchange Act of 1934, see section 78aa of this title.

Trust Indenture Act of 1939, see section 77vvv of this title.

Venue, see section 1391 et seq. of Title 28, Judiciary and Judicial Procedure.

FEDERAL RULES OF CIVIL PROCEDURE

Cost, see rule 54, following section 2072 of Title 28,
Judiciary and Judicial Procedure.
Injunctions, see rule 65.

One form of action, see rule 2.
Process, see rule 4.

FEDERAL RULES OF CRIMINAL PROCEDURE Continuation of section under rule 18, see note by Advisory Committee under said rule 18, following section 3771 of Title 18, Crimes and Criminal Procedure. Venue, see rules 18-22.

§ 80b-15. Validity of contracts.

(a) Any condition, stipulation, or provision binding any person to waive compliance with any provision of this subchapter or with any rule, regulation, or order thereunder shall be void.

(b) Every contract made in violation of any provision of this subchapter and every contract heretofore or hereafter made, the performance of which involves the violation of, or the continuance of any relationship or practice in violation of any provision of this subchapter, or any rule, regulation, or order thereunder, shall be void (1) as regards the rights of any person who, in violation of any such provision, rule, regulation, or order, shall have made or engaged in the performance of any such contract, and (2) as regards the rights of any person who, not being a party to such contract, shall have acquired any right thereunder with actual knowledge of the facts by reason of which the making or performance of such contract was in violation of any such provision. (Aug. 22, 1940, ch. 686, title II, § 215, 54 Stat. 856.)

§ 80b-16. Annual reports of Commission.

The Commission shall submit annually a report to the Congress covering the work of the Commission for the preceding year and including such information, data, and recommendations for further legislation in connection with the matters covered by this subchapter as it may find advisable. (Aug. 22, 1940, ch. 686, title II, § 216, 54 Stat. 857.)

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Comsion, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

§ 80b-17. Penalties.

Any person who willfully violates any provision of this subchapter shall, upon conviction, be fined not more than $10,000, imprisoned for not more than two years, or both. (Aug. 22, 1940, ch. 686, title II, § 217, 54 Stat. 857.)

§ 80b-18. Officers and employees of Commission.

For the purposes of this subchapter, the Commission may select, employ, and fix the compensation of such attorneys, examiners, and other experts as shall be necessary for the transaction of the business of the Commission in respect of this subchapter without regard to the provisions of other laws applicable to the employment and compensation of officers or employees of the United States; and the Commission may, subject to the civil-service laws, appoint such other officers and employees as are necessary in the execution of the functions of the Commission and fix their salaries in accordance with the Classification Act of 1949. (Aug. 22, 1940, ch. 686, title II, § 218, 54 Stat. 857; Oct. 28, 1949, ch. 782, title XI, § 1106 (a), 63 Stat. 972.)

REFERENCES IN TEXT

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Comsion, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

§ 80b-19. Separability of provisions.

If any provision of this subchapter or the application of such provision to any person or circumstances shall be held invalid, the remainder of the subchapter and the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. (Aug. 22, 1940, ch. 686, title II, § 219, 54 Stat. 857.)

133_ 134.

1111.

1094, 1126 (f).

1057 (e). 1113.

1112.

1051 note.

1057 (f).

not now covered.

Sections were repealed effective one year from July 5, 1946, insofar as inconsistent with present trade-mark provisions contained in Chapter 22, § 1051 et seq. of this title. For effect of repeal on existing registrations and pending proceedings see notes under section 1051 of this title.

Sections 98 and 127 were rerepealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 962, eff. Sept. 1, 1948. Text of former sections 81-109 is set out in the Appendix to this title.

DERIVATION

Sections were derived from the following Acts:
Feb. 20, 1905, ch. 592, §§ 1-23, 25-30, 33 Stat. 724-731.
May 4, 1906, ch. 2081, §§ 1-3, 34 Stat. 168, 169.
Mar. 2, 1907, ch. 2573, §§ 1, 2, 34 Stat. 1251, 1252.
Feb. 18, 1909, ch. 144, 35 Stat. 627, 628.

Feb. 18, 1911, ch. 113, 36 Stat. 918.
Mar. 3, 1911, ch. 231, § 291, 36 Stat. 1167.

Aug. 24, 1912, ch. 370, § 5, 37 Stat. 498.
Jan. 8, 1913, ch. 7, 37 Stat. 649.

Mar. 19, 1920, ch. 104, §§ 1-9, 41 Stat. 533-535.
June 7, 1924, ch. 341, 43 Stat. 647.

Mar. 4, 1925, ch. 535, §§ 1, 3, 43 Stat. 1268, 1269.
Mar. 2, 1929, ch. 488, § 2 (b), 45 Stat. 1476.
Apr. 11, 1930, ch. 132, § 4, 46 Stat. 155.

June 7, 1934, ch. 426, 48 Stat. 926.

June 20, 1936, ch. 617, 49 Stat. 1539.

June 25, 1936, ch. 804, 49 Stat. 1921.

June 10, 1938, ch. 332, §§ 1-3, 5, 52 Stat. 638, 639.

When used in this chapter, unless the context otherwise indicates

(a) The term "person" includes individual, partnership, corporation, and association;

(b) The term "China" means (1) China including Manchuria, Thibet, Mongolia, and any territory leased by China to any foreign government, (2) the Crown Colony of Hongkong, and (3) the Province of Macao;

(c) The terms “China Trade Act corporation" and "corporation" mean a corporation chartered under the provisions of this chapter;

(d) The term "Federal district court" means any Federal district court, and the United States District Court for the District of Columbia;

(e) The term "Secretary" means the Secretary of Commerce; and

(f) The term "registrar" means the China Trade Act registrar appointed under section 143 of this title. (Sept. 19, 1922, ch. 346, § 2, 42 Stat. 849; June 25, 1936, ch. 804, 49 Stat. 1921; Treaty Jan. 11, 1943, 57 Stat. 767; June 25, 1948, ch. 646, § 32 (a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.)

CODIFICATION

Words "the United States Court for China" were deleted from the definition of term "Federal district court" under the authority of Treaty between the United States and the Republic of China, 57 Stat. 767, which was signed in Washington, Jan. 11, 1943, ratified by the United States Senate on Feb. 11, 1943, ratified by the President on May 4, 1943, and ratified by the Republic of China on Feb. 4, 1943, by which the United States relinquished all extraterritorial jurisdiction and rights in China.

Congress by private act Dec. 22, 1944, ch. 691, 58 Stat. 1086, provided for the relief of certain former employees of the United States Court for China for the period of July 1, 1942 to May 20, 1943, on which date the Court ceased to exist.

CHANGE OF NAME

Act June 25, 1948, as amended by act May 24, 1949 substituted "United States District Court for the District of Columbia in lieu of "District Court of the United States for the District of Columbia."

Act June 25, 1936, substituted "district court of the United States for the District of Columbia" in lieu of "Supreme Court of the District of Columbia".

§ 143. Registrar; designation; station; supervision by Secretary of Commerce.

The Secretary of Commerce may authorize such Foreign Service officer as Secretary of State shall make available to perform duties of China Trade Act Registrar under his direction. The official station of the registrar shall be in China at a place to be designated by the Secretary. All functions vested in the registrar by this chapter shall be administered by him under the supervision of the Secretary; except that upon appeal to the Secretary in such manner as he shall by regulation prescribe, any action of the registrar may be affirmed, modified, or set aside by the Secretary as he deems advisable. (Sept. 19, 1922, ch. 346, § 3, 42 Stat. 850; 1939 Reorg. Plan No. II, § 1 (d), eff. July 1, 1939, 4 F. R. 2727, 53 Stat. 1432.) TRANSFER OF FUNCTIONS

Secretary of Commerce may authorize such Foreign Service officer as Secretary of State shall make available to perform duties of China Trade Act Registrar under direction of Secretary of Commerce by 1939 Reorg. Plan No. II, set out in note under section 133t of Title 5, Executive Departments and Government Officers and Employees.

§ 144. Incorporation; articles; business prohibited; subscription to stock.

(a) Three or more individuals (hereinafter in this chapter referred to as "incorporators"), a majority of whom are citizens of the United States, may, as hereinafter in this chapter provided, form a District of Columbia corporation for the purpose of engaging in business within China.

(b) The incorporators may adopt articles of incorporation which shall be filed with the Secretary at his office in the District of Columbia and may thereupon make application to the Secretary for a certificate of incorporation in such manner and form as shall be by regulation prescribed. The articles of incorporation shall state

(1) The name of the proposed China Trade Act corporation, which shall end with the legend, "Federal Inc. U. S. A.", and which shall not, in the opinion of the Secretary, be likely in any manner to mislead the public;

(2) The location of its principal office, which shall be in the District of Columbia;

(3) The particular business in which the corporation is to engage;

(4) The amount of the authorized capital stock, the designation of each class of stock, the terms upon which it is to be issued, and the number and par value of the shares of each class of stock;

(5) The duration of the corporation, which may be perpetual or for a limited period.

(6) The names and addresses of at least three individuals (a majority of whom, at the time of designation and during their term of office, shall be citizens of the United States), to be designated by the incorporators, who shall serve as temporary directors; and (7) The fact that an amount equal to 25 per centum of the amount of the authorized capital stock has been in good faith subscribed to.

(c) A China Trade Act corporation shall not engage in the business of discounting bills, notes, or other evidences of debt, of receiving deposits, of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, for circulation as money; nor engage in any other form of banking business; nor engage in any form of insurance business; nor engage in, nor be formed to engage in, the business of owning or operating any vessel, unless the controlling interest in such corporation is owned by citizens of the United States, within the meaning of section 802 of Title 46.

(d) No certificate of incorporation shall be delivered to a China Trade Act corporation and no incorporation shall be complete until at least 25 per centum of its authorized capital stock has been paid in in cash, or, in accordance with the provisions of section 148 of this title, in real or personal property which has been placed in the custody of the directors, and such corporation has filed a statement to this effect under oath with the registrar within six months after the issuance of its certificate of incorporation, except that the registrar may grant additional time for the filing of such statement upon application made prior to the expiration of such six months. If any such corporation transacts business in violation of this subdivision of this section or fails to file such statement within six months, or within such time as the registrar prescribes upon such application, the registrar shall institute proceedings under section 154 of this title for the revocation of the certificate. (Sept. 19, 1922, ch. 346, § 4, 42 Stat. 850; Feb. 26, 1925, ch. 345, §§ 1-5, 43 Stat. 995; June 25, 1938, ch. 696, § 1, 52 Stat. 1195.)

AMENDMENTS

1925 Subd. (a) amended by act Feb. 26, 1925, § 1, by striking out "five" and inserting in lieu thereof "three". Subd. (b), pars. 6 and 7 amended by act Feb. 26, 1925, §§ 2 and 3.

Subd. (c) amended by act Feb. 26, 1925, § 4.
Subd. (d) added by act Feb. 26, 1925, § 5.

EFFECTIVE DATE OF 1938 AMENDMENT

Act June 25, 1938, amending paragraph (5) of subdivision (b) provided that the amendment should apply to all China Trade Act corporations created after the date of enactment of said act.

§ 144a. Same; perpetual existence fee.

Any China Trade Act corporation existing on June 25, 1938, may make its existence perpetual only upon

application to the Secretary of Commerce to amend its charter in that respect and upon payment of a fee equivalent to the incorporation fee. Upon receipt of such application and the payment of such prescribed fee, the Secretary shall approve such application and the charter of the corporation shall be amended accordingly. (June 25, 1938, ch. 696, § 2, 52 Stat. 1196.) CODIFICATION

Section was not a part of the "China Trade Act, 1922," as originally enacted.

§ 145. Certificate of incorporation.

The Secretary shall, upon the filing of such application, issue a certificate of incorporation certifying that the provisions of this chapter have been complied with and declaring that the incorporators are a body corporate, if (a) an incorporation fee of $100 has been paid him; (b) he finds that the articles of incorporation and statements therein conform to the requirements of, and that the incorporation is authorized by, this chapter; and (c) he finds that such corporation will aid in developing markets in China for goods produced in the United States. A copy of the articles of incorporation shall be made a part of the certificate of incorporation and printed in full thereon. Any failure, previous to the issuance of the certificate of incorporation, by the incorporators or in respect to the application for the certificate of incorporation, to conform to any requirement of law which is a condition precedent to such issuance, may not subsequent thereto be held to invalidate the certificate of incorporation or alter the legal status of any act of a China Trade Act corporation, except in proceedings instituted by the registrar for the revocation of the certificate of incorporation. (Sept. 19, 1922, ch. 346, § 5, 42 Stat. 850.)

§ 146. General powers of corporation.

In addition to the powers granted elsewhere in this chapter, a China Trade Act corporation

(a) Shall have the right of succession during the existence of the corporation;

(b) Shall have a corporate seal and may, with the approval of the Secretary, alter it;

(c) May sue and be sued;

(d) Shall have the right to transact the business authorized by its articles of incorporation and such further business as is properly connected therewith or necessary and incidental thereto;

(e) May make contracts and incur liabilities;

(f) May acquire and hold real or personal property, necessary to effect the purpose for which it is formed, and dispose of such property when no longer needed for such purposes;

(g) May borrow money and issue its notes, coupon or registered bonds, or other evidences of debt, and secure their payment by a mortgage of its property; and

(h) May establish such branch offices at such places in China as it deems advisable. (Sept. 19, 1922, ch. 346, § 6, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 6, 43 Stat. 996.)

AMENDMENTS

1925-Subd. (b) amended by act Feb. 26, 1925, by changing the word "may" at the beginning to “shall”.