SECipedia

What does the SEC do?

The Securities and Exchange Commission is the federal agency that polices the nation's stock markets and the companies and professionals that operate in them. Congress created it through the Securities Exchange Act of 1934, following the Securities Act of 1933 and the congressional hearings that followed the 1929 crash. Its work rests on a three-part mission: protecting investors, keeping markets fair, orderly, and efficient, and helping companies raise capital. It does this by requiring public companies to disclose truthful financial information, registering and overseeing the firms and people who sell or manage securities, and investigating and punishing fraud and other violations of federal securities law.

Making public companies tell the truth

The core bargain behind U.S. securities law is disclosure: a company that wants to sell stock or bonds to the public has to tell investors the truth about its business, its finances, and the risks of investing, and keep telling them on an ongoing basis. The Division of Corporation Finance reviews registration statements, annual and quarterly reports, and proxy materials to check that companies are meeting those disclosure and accounting requirements, and it issues interpretive guidance and proposes new or revised disclosure rules. Every one of those filings lands in EDGAR, the SEC's free public filing database, where anyone can pull up a company's financial statements, ownership filings, and offering documents rather than relying on a broker's word for it. Registration with the SEC, or qualifying for an exemption, is required for virtually every offer or sale of securities, even a private sale to a single investor, though registration itself is not a guarantee that an investment is safe.

Watching the markets and the middlemen

Beyond the companies themselves, the SEC oversees the infrastructure investors depend on to buy and sell securities: stock exchanges, clearing agencies, and self-regulatory organizations such as FINRA, along with the broker-dealers and investment advisers who deal directly with the public. Firms and professionals recommending accounts or investments to retail investors are bound by Regulation Best Interest or a fiduciary duty of care, which requires understanding the products they recommend, understanding the client's financial situation and goals, and having a reasonable basis for concluding a recommendation serves the client's interest rather than the firm's, as described in the SEC's staff bulletins on broker-dealer and investment-adviser conduct. The Division of Investment Management regulates mutual funds, closed-end funds, and other registered investment companies, along with the advisers that run them, and publishes the fund and private-fund statistics that track the size of that industry. Examiners inspect these firms directly: the Division of Examinations conducts the exams that check whether broker-dealers and investment advisers are actually following anti-money-laundering rules, large-trader reporting, and other compliance obligations, publishing Risk Alerts when it finds recurring problems across the industry.

Investigating and punishing fraud

When someone breaks federal securities law, it's the Division of Enforcement that brings the case. Its staff of lawyers, accountants, and data scientists investigates possible violations that surface through market surveillance, tips, and referrals, and can pursue cases ranging from insider trading and market manipulation to accounting fraud, Ponzi schemes, and fraudulent crypto offerings. The Commission's tools include federal civil suits and administrative proceedings before an independent administrative law judge, and remedies can include civil penalties, disgorgement of illegal profits, industry bars, and orders barring future violations, with funds often returned to harmed investors, as explained in the SEC's guide to how investigations work. Whistleblowers who voluntarily bring the SEC original, credible information that leads to a successful enforcement action can receive an award of 10 to 30 percent of sanctions collected above one million dollars, paid out of a fund built from those same sanctions rather than from harmed investors, through the SEC whistleblower program.

Helping companies raise money and protecting investors directly

The SEC's third mandate, facilitating capital formation, means writing rules that let businesses, especially small and emerging ones, raise money efficiently without abandoning investor protection. It maintains exemptions such as Regulation D for private placements and crowdfunding rules that let smaller companies raise limited amounts without a full public registration, and its Advocate for Small Business Capital Formation and small-business educational resources are aimed at that same audience. On the investor side, Investor.gov offers plain-language education on fraud red flags, and tools like BrokerCheck and the Investment Adviser Public Disclosure database let anyone verify whether the person selling them an investment is actually licensed. The agency is run by up to five presidentially appointed, Senate-confirmed commissioners, with the Chair designated by the President, and it accepts public comment on proposed rules before they take effect, as described in its guide to submitting rulemaking comments.

Anyone with a question about a specific investment, a company's filings, or a possible fraud can look the company up directly on EDGAR, check a broker or adviser's background through Investor.gov, or file a tip through the SEC's online complaint and tip system — none of which requires a lawyer or an appointment.