Project 2025 Tracker / What’s done, what’s next

27. Financial Regulatory Agencies · Notable

Preempt state blue sky rules for securities traded on established markets

Attempted

831 27. Financial Regulatory Agencies

“Preempt blue sky registration, qualification, and continuing reporting requirements for securities traded on established securities markets (including a national securities exchange or an alternative trading system).”

What has happened

  1. Attempted

    The SEC proposed to preempt State registration and qualification for every offering registered under the Securities Act. The mechanism is section 18(b)(3): the Commission would add a definition of 'qualified purchaser' to Rule 146 covering any person to whom securities are offered or sold in a registered offering, which makes those securities covered securities and puts them beyond State registration and qualification. The release states the current position the proposal would change - preemption 'currently applies to registered offerings in which the securities being offered and sold are listed or approved for listing on a national securities exchange' and 'does not, however, apply to registered offerings of unlisted securities.' Two gaps against the Quote. The proposal reaches registered offerings rather than the secondary market, so a security traded on an alternative trading system is only covered if the offering itself was registered; and it addresses registration and qualification, not the continuing State reporting requirements the Quote also names. It is a proposal, with no final rule as of 2026-09-01.

Research log

What was searched, and what didn’t count as evidence

Research notes

  • Part of this ask was already true before the window. The National Securities Markets Improvement Act of 1996 made securities listed on a national securities exchange covered securities under Securities Act section 18(b)(1), so State registration and qualification for exchange-listed securities has been preempted for thirty years. The pre_satisfied flag is not set, because the Quote also reaches securities traded on an alternative trading system and reaches continuing reporting, neither of which was preempted then or is now.
  • What the proposal would and would not do. It is drawn on the offering, not the trading venue: a security sold in a registered offering becomes covered whether or not it is listed. That captures much of what the Quote wants for primary sales of unlisted securities, and it leaves untouched a security that trades on an ATS without a registered offering behind it - for instance one sold under Regulation A or Regulation D and later quoted on OTC Link ATS.
  • A second proposal in the same direction, noted and not cited here: Regulation Crypto Assets (2026-08-21) would preempt State registration and qualification for its two new exemptions by the same section 18(b)(3) route. It is cited on #2129.
  • Related asks on the same page block. #2130 asks for blue sky preemption of Regulation A offerings, which this proposal does not reach because Regulation A offerings are exempt rather than registered; #2124 cites this same proposal for its registered-offering reforms. All three were read together.
Action
eliminate
Object
state blue sky registration, qualification, and reporting requirements
ID
2139