Risk and compliance

Securities law compliance

Also called Compliance with securities laws.

Securities law compliance is the EB-5 duty, written into 8 U.S.C. 1153(b)(5)(I) by the Reform and Integrity Act of 2022, that a regional center and every party associated with it obey federal and state securities law, certify that they do to be designated and again every year, and submit to United States jurisdiction over the offering.

What it decides

The statute puts United States jurisdiction, including subject matter jurisdiction, over the purchase or sale of any security and over any investment advice given by a regional center or a party associated with it, so an offering sold abroad is still reachable. It then preserves Regulation S, 17 CFR 230.901 and following, for offers made outside the United States. Sales inside the United States normally sit under Rule 506 of Regulation D: 506(b) permits at most 35 purchasers who are not accredited in any 90 day period, provided they are sophisticated, and is closed to general solicitation, while 506(c) permits general solicitation only if every purchaser is an accredited investor under 17 CFR 230.501(a) whose status the issuer verifies. A regional center certifies compliance to be designated or amended, reissues that certification each year with Form I-956G, monitors the parties associated with it, and keeps the records for five years from the date they were created. Failing here is not only an SEC problem: USCIS may suspend or terminate the designation.

Governed by 8 U.S.C. 1153(b)(5)(I): clause (i)(I) for jurisdiction, (i)(II) for Regulation S, (ii)(I) for the certification required to be designated or amended, (ii)(II) for the annual reissue, (iii)(I) and (iii)(II) for the monitoring duty and the five year retention running from the date each record is created, (iv) for suspension or termination, and (v) for the defined term parties associated with a regional center. 17 CFR 230.501(a), 230.506(b) and 230.506(c) for the Regulation D conditions. USCIS Policy Manual Volume 6, Part G, Chapter 4, current as of 5 August 2026, confirms that Form I-956 must carry a securities certification and that the Form I-956G annual statement repeats it. Note that the regional center record keeping period described in that chapter is a different five year clock, running from the last day of the fiscal year in which the transaction occurred, and is not the one cited here. SEC pages at sec.gov return an identical block page to automated requests and are not relied on for any clause.

Related terms

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.
Form I-956Form I-956, Application for Regional Center Designation, is the application an economic unit files to be designated by USCIS as an EB-5 regional center under INA 203(b)(5)(E), or to amend a designation it already holds.
Regulation D and Rule 506Regulation D is the Securities Act rule set whose Rule 506 lets an EB-5 issuer sell interests in the new commercial enterprise without registering them with the SEC, on conditions that fix who may buy, whether the deal may be advertised, and what the issuer must tell a purchaser who is not accredited.
Regulation SRegulation S is the Securities Act rule set that treats offers and sales occurring outside the United States as falling outside the registration requirement of section 5, and it is the exemption most EB-5 offerings rely on when selling to investors abroad. The EB-5 statute expressly preserves it for regional centers.
Persons involved with a regional centerA person involved with a regional center, a new commercial enterprise or an affiliated job-creating entity is anyone who holds substantive authority, directly or indirectly, over the pooling, investment, release or use of EB-5 money, and 8 U.S.C. 1153(b)(5)(H) makes that definition decide whose record can disqualify the whole project.

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