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Title 15, Commerce and TradeRelease 119-110

§77fff Securities Not Registered Under Securities Act

Title 15 › CHAPTER 2A — SECURITIES AND TRUST INDENTURES › SUBCHAPTER III — TRUST INDENTURES › § 77fff

Last updated Sep 22, 2026|Official source

Summary

It stops people from using the mail, the internet, phones, or other interstate travel to sell or ship unregistered securities unless certain conditions are met. If the security is not being issued under a formal issuing contract (called an indenture), you may not sell it or send it through the mail or across state lines for sale. If the security is being issued under an indenture and the issuer has a qualifying application that is effective, you still cannot send a prospectus or ship the security for sale unless the prospectus or shipment is accompanied by a written statement that includes the specific information the SEC requires. You also may not offer to sell an unregistered security across state lines unless it will be issued under an indenture and a qualification application has been filed. That offer is also banned while the application is under a refusal or stop order or while it is the subject of a public proceeding or SEC review.

Full Legal Text

Title 15, §77fff

Commerce and Trade, Source: USLM XML via OLRC

(a)Prohibitions affecting unregistered securities not issued under indenture
In the case of any security which is not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.] and to which this subsection is applicable notwithstanding the provisions of section 77ddd of this title, unless such security has been or is to be issued under an indenture and an application for qualification is effective as to such indenture, it shall be unlawful for any person, directly or indirectly—
(1)to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2)to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
(b)Prohibitions affecting unregistered securities issued under indenture
In the case of any security which is not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.], but which has been or is to be issued under an indenture as to which an application for qualification is effective, it shall be unlawful for any person, directly or indirectly—
(1)to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any such security, unless such prospectus, to the extent the Commission may prescribe by rules and regulations as necessary and appropriate in the public interest or for the protection of investors, includes or is accompanied by a written statement that contains the information specified in subsection (c) of section 77eee of this title; or
(2)to carry or to cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless, to the extent the Commission may prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors, accompanied or preceded by a written statement that contains the information specified in subsection (c) of section 77eee of this title.
(c)Necessity of issuance under indenture; application for qualification
It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell through the use or medium of any prospectus or otherwise any security which is not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.] and to which this subsection is applicable notwithstanding the provisions of section 77ddd of this title, unless such security has been or is to be issued under an indenture and an application for qualification has been filed as to such indenture, or while the application is the subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under section 77ggg(c) of this title.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

The Securities Act of 1933, referred to in subsecs. (a) to (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

1954—Subsec. (b). Act Aug. 10, 1954, authorized the Commission to prescribe the extent to which summaries of indenture provisions must be used in the sale of specified types of securities. Subsec. (c). Act Aug. 10, 1954, added subsec. (c).

Statutory Notes and Related Subsidiaries

Effective Date

of 1954 AmendmentAmendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b 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. § 77fff

Title 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110