ICI supports the U.S. SEC’s proposed registered offering reforms, saying they help enhance capital formation and market access

ICI Supports SEC’s Proposed Registered Offering Reforms, Says They Could Improve Capital Formation and Market Access

Washington, D.C., May 27, 2026 — The Investment Company Institute (ICI) expressed support for the U.S. Securities and Exchange Commission’s (SEC) proposed revisions to the rules for registered offerings, saying the proposal could improve public-market financing efficiency, expand offering access for certain funds and business development companies (BDCs), and reduce compliance costs associated with state-by-state registration.

In a statement, ICI said the SEC’s proposal includes several reforms that would support capital formation, particularly with respect to closed-end funds (CEFs) and BDC offering structures. ICI noted that eliminating the “one-year seasoning” requirement for listed CEFs and BDCs would allow issuers to begin at-the-market offerings on the first day of listing and help support secondary-market trading for retail investors.

ICI also said the SEC’s proposed reforms to state registration requirements would help reduce compliance burdens. For non-listed BDCs registered across all 50 states and the District of Columbia, the current process can be time-consuming and involve legal and filing costs. ICI said the changes would ease those cost pressures and reduce the incentive for some issuers to move toward private structures available only to accredited investors.

The SEC said the proposal aims to refine the registered-offering framework by improving efficiency, flexibility and cost savings while continuing to protect investors. In addition to the offering rules, the SEC also proposed simplifications to the reporting framework for public companies, in order to better align disclosure requirements with a company’s size and stage of development.

According to the SEC’s proposed text, the registered-offering reforms cover multiple areas, including:

• Expanding the ability of more public companies to use shelf offerings in order to speed access to public capital markets;
• Expanding the scope of certain registration and offering communication arrangements;
• Allowing more broker-dealers to provide research coverage for public companies;
• Preempting state securities law registration and qualification requirements for all registered offerings, thereby reducing the complexity of multi-state offerings;
• Maintaining rule harmonization for certain Form N-2 filers and operating companies, and expanding the scope for broader advertising use of certain fixed non-variable annuity insurance products;
• Simplifying certain registration processes, such as allowing information to be incorporated by reference into Form S-1.SEC Chairman Paul S. Atkins stated in a statement that these two proposed rules form an important foundation of his public company reform agenda, aimed at encouraging more companies to enter and remain in the public markets. The SEC also noted that the proposed reforms will continue to maintain robust investor protection mechanisms.

From an industry perspective, this proposal reflects the continued adjustments by U.S. regulators to the balance among public market financing efficiency, disclosure burdens, and investor access. For asset managers, closed-end funds, BDCs, and intermediaries serving the public markets, if these reforms are ultimately adopted, they may affect their offering arrangements, research coverage, and compliance processes.

ICI said the related reforms are consistent with its goal of improving retail investor participation in the public markets. The organization believes that a more flexible offering and registration framework would help make the public markets more attractive to issuers and investors.

Source: ICI / U.S. Securities and Exchange Commission (SEC)