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Title 15 — Commerce and TradeRelease 119-73

§77ggg Qualification of indentures covering securities not required to be registered

Title 15 › Chapter CHAPTER 2A— - SECURITIES AND TRUST INDENTURES › Subchapter SUBCHAPTER III— - TRUST INDENTURES › § 77ggg

Last updated Apr 6, 2026|Official source

Summary

When a company issues a security that does not have to be registered but still must follow the rules for indentures, the company must file an application with the Securities and Exchange Commission (SEC) to qualify that indenture. The SEC will tell how the form must look and how it must be signed. The application must include the papers and details another part of the law requires, and the information about the indenture trustee must be put in a separate part signed by that trustee. The company can withdraw the application before it becomes effective. Most of the filed materials will be made public under SEC rules, and copies can be bought for a reasonable fee. A filing or amendment is treated as filed when the SEC receives it. Rules that apply to regular registration statements also apply to these applications.

Full Legal Text

Title 15, §77ggg

Commerce and Trade — Source: USLM XML via OLRC

(a)In the case of any security which is not required to be registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.] and to which subsection (a) of section 77fff of this title is applicable notwithstanding the provisions of section 77ddd of this title, an application for qualification of the indenture under which such security has been or is to be issued shall be filed with the Commission by the issuer of such security. Each such application shall be in such form, and shall be signed in such manner, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. Each such application shall include the information and documents required by subsection (a) of section 77eee of this title. The information and documents required by paragraph (1) of such subsection with respect to the person designated to act as indenture trustee shall be contained in a separate part of such application, which part shall be signed by such person. Each such application shall also include such of the other information and documents which would be required to be filed in order to register such indenture security under the Securities Act of 1933 as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. An application may be withdrawn by the applicant at any time prior to the effective date thereof. Subject to the provisions of section 77uuu of this title, the information and documents contained in or filed with any application shall be made available to the public under such regulations as the Commission may prescribe, and copies thereof, photostatic or otherwise, shall be furnished to every applicant therefor at such reasonable charge as the Commission may prescribe.
(b)The filing with the Commission of an application, or of an amendment to an application, shall be deemed to have taken place upon the receipt thereof by the Commission.
(c)The provisions of section 77h of this title and the provisions of subsection (b) of section 77eee of this title shall apply with respect to every such application, as though such application were a registration statement filed pursuant to the provisions of the Securities Act of 1933 [15 U.S.C. 77a et seq.].

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

The Securities Act of 1933, referred to in subsecs. (a) and (c), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables.

Amendments

2002—Subsec. (b). Pub. L. 107–123 substituted “Commission” for “Commission, but, in the case of an application, only if it is accompanied or preceded by payment to the Commission of a filing fee in the amount of $100, such payment to be made in cash or by United States postal money order or certified or bank check, or in such other medium of payment as the Commission may authorize by rule and regulation”.

Statutory Notes and Related Subsidiaries

Effective Date

of 2002 AmendmentAmendment by Pub. L. 107–123 effective Oct. 1, 2001, see section 11 of Pub. L. 107–123, set out as a note under section 78ee of this title.

Executive Documents

Transfer of Functions

For

Transfer of Functions

of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Reference

Citations & Metadata

Citation

15 U.S.C. § 77ggg

Title 15 — Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73