Who does what

Securities and Exchange Commission

Also called SEC.

The Securities and Exchange Commission is the five member federal agency established by 15 U.S.C. 78d that enforces the federal securities laws over EB-5 offerings alongside USCIS and independently of it, and neither its rules nor its silence amounts to approval of any offering.

What it decides

8 U.S.C. 1153(b)(5)(I)(i)(I) gives the United States jurisdiction, including subject matter jurisdiction, over the purchase or sale of any security offered or sold, and over any investment advice provided, by a regional center or a party associated with one. Clause (I)(vi) then preserves the Commission's authority under the federal securities laws against anything in that subparagraph. The two regimes feed each other. A final Commission order that bars a person from association, or that rests on a violation of a law prohibiting fraudulent, manipulative or deceptive conduct, blocks that person from involvement with a regional center, new commercial enterprise or job-creating entity under 1153(b)(5)(H)(i)(II) for as long as the penalty runs, and the same kind of order can support suspension or termination of the regional center under (I)(iv). Section 23 of the Securities Act, 15 U.S.C. 77w, says a registration filing is not Commission approval, and an EB-5 private placement is not registered at all, so the Commission has never looked at it.

Governed by 15 U.S.C. 78d and 15 U.S.C. 77w, section 23 of the Securities Act of 1933; 8 U.S.C. 1153(b)(5)(I)(i)(I), (I)(iv), (I)(vi) and (H)(i)(II), read in the 2024 edition of the United States Code. sec.gov itself returns a rate limit block page to an automated fetch and investor.gov returns Access Denied, so nothing here rests on either.

Where this is explained properly

Pages here that go into securities and exchange commission rather than mentioning it.

Related terms

Securities attorneyA securities attorney is the lawyer who works on the EB-5 offering rather than the immigration petition, meaning the private placement memorandum, the subscription and operating agreements, and the exemption that lets the interests be sold without registration under section 5 of the Securities Act of 1933.
Private placement memorandumA private placement memorandum is the disclosure document an EB-5 issuer gives an investor before subscription, setting out the deal terms, the people behind it, the fees taken out of the money and the ways the money can be lost, and since 2022 a regional center must file it with USCIS along with the rest of its offering documents.
Broker-dealerA broker-dealer is a firm registered with the Securities and Exchange Commission under section 15 of the Securities Exchange Act of 1934 to effect securities transactions for customers, and in EB-5 it is the registration a person generally needs before taking transaction-based pay for placing investors in an offering.
Securities fraudSecurities fraud in EB-5 is the offer or sale of an interest in a new commercial enterprise by means of an untrue statement or an omission of material fact, whether about the project, the returns or the immigration outcome, and it is the failure that can take the investor's money and immigration status together.
Regional centerA regional center is an economic unit, public or private, that USCIS has designated to sponsor pooled EB-5 investment within a defined, contiguous and limited geographic area, and it is the only route on which a petition may count indirect and induced jobs.

Checked against primary sources on 10 August 2026. Back to the glossary