§78lll — Title 15 Commerce and Trade | U.S. Code

Summary

Defines key words used in this chapter so they mean the same thing in a liquidation or related bankruptcy matter. Commission is the Securities and Exchange Commission. Customer is a person who has a claim because a broker-dealer held their securities or cash — this includes people who deposited cash to buy securities and certain portfolio margining claims, but excludes claims from transactions with a foreign subsidiary or amounts that count as the firm’s capital or are subordinated. Customer name securities are securities held for a customer and registered in the customer’s name on the filing date, except negotiable securities. Customer property is cash and securities received from customer accounts (and their proceeds), plus certain related items the law lists, unless the trustee decides adding other items won’t meaningfully increase customer property. Debtor is a SIPC member for whom a protective decree was applied for or a direct payment procedure was started. Examining authority is the self‑regulatory group that inspects the member, or the Commission if there is no such group or it has taken that role. Filing date is normally the date a protective decree is applied for, with three exceptions: an earlier bankruptcy petition date, an earlier receiver/trustee proceeding start date, or the date notice was published for a direct payment procedure. Foreign subsidiary is a member’s subsidiary based or organized in a foreign country. Gross revenues from the securities business covers the listed types of income from securities activities (commissions, clearing fees, trading gains, underwriting or distribution profit, interest on customer accounts, advisory and proxy fees, service charges, dividends and interest on the broker’s investment accounts unless the Commission says otherwise, fees on option transactions, and commissions from certain short‑term instruments), and the short‑term instrument rule limits maturity to not more than nine months and lets SIPC include only a percentage based on loss experience over at least the preceding five years. Liquidation proceeding is a liquidation under this chapter with a trustee appointed. Net equity is the dollar amount of a customer’s account, worked out by valuing the customer’s positions as if liquidated on the filing date (including portfolio margining positions and collateral), minus what the customer owes the firm, plus any approved payments the customer makes within the period the trustee sets but not more than sixty days after the required notice. Persons registered as brokers or dealers includes members of a national securities exchange except certain government‑securities firms. Protective decree is a court order, sought by SIPC, saying customers need the chapter’s protection. Security is broadly defined to include stocks, bonds, notes, options, investment contracts and many similar instruments, and excludes plain currency, commodities and related futures or warrants tied to them.

Title 15, §78lll

Commerce and Trade — Source: USLM XML via OLRC

For purposes of this chapter, including the application of the Bankruptcy Act to a liquidation proceeding:

(1)The term “Commission” means the Securities and Exchange Commission.

(2)(A)The term “customer” of a debtor means any person (including any person with whom the debtor deals as principal or agent) who has a claim on account of securities received, acquired, or held by the debtor in the ordinary course of its business as a broker or dealer from or for the securities accounts of such person for safekeeping, with a view to sale, to cover consummated sales, pursuant to purchases, as collateral, security, or for purposes of effecting transfer.

(B)The term “customer” includes—

(i)any person who has deposited cash with the debtor for the purpose of purchasing securities;

(ii)any person who has a claim against the debtor for cash, securities, futures contracts, or options on futures contracts received, acquired, or held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission; and

(iii)any person who has a claim against the debtor arising out of sales or conversions of such securities.

(C)The term “customer” does not include any person, to the extent that—

(i)the claim of such person arises out of transactions with a foreign subsidiary of a member of SIPC; or

(ii)such person has a claim for cash or securities which by contract, agreement, or understanding, or by operation of law, is part of the capital of the debtor, or is subordinated to the claims of any or all creditors of the debtor, notwithstanding that some ground exists for declaring such contract, agreement, or understanding void or voidable in a suit between the claimant and the debtor.

(3)The term “customer name securities” means securities which were held for the account of a customer on the filing date by or on behalf of the debtor and which on the filing date were registered in the name of the customer, or were in the process of being so registered pursuant to instructions from the debtor, but does not include securities registered in the name of the customer which, by endorsement or otherwise, were in negotiable form.

(4)The term “customer property” means cash and securities (except customer name securities delivered to the customer) at any time received, acquired, or held by or for the account of a debtor from or for the securities accounts of a customer, and the proceeds of any such property transferred by the debtor, including property unlawfully converted. The term “customer property” includes—

(A)securities held as property of the debtor to the extent that the inability of the debtor to meet its obligations to customers for their net equity claims based on securities of the same class and series of an issuer is attributable to the debtor’s noncompliance with the requirements of section 78o(c)(3) of this title and the rules prescribed under such section;

(B)resources provided through the use or realization of customers’ debit cash balances and other customer-related debit items as defined by the Commission by rule;

(C)any cash or securities apportioned to customer property pursuant to section 78fff(d) of this title;

(D)in the case of a portfolio margining account of a customer that is carried as a securities account pursuant to a portfolio margining program approved by the Commission, a futures contract or an option on a futures contract received, acquired, or held by or for the account of a debtor from or for such portfolio margining account, and the proceeds thereof; and

(E)any other property of the debtor which, upon compliance with applicable laws, rules, and regulations, would have been set aside or held for the benefit of customers, unless the trustee determines that including such property within the meaning of such term would not significantly increase customer property.

(5)The term “debtor” means a member of SIPC with respect to whom an application for a protective decree has been filed under section 78eee(a)(3) of this title or a direct payment procedure has been instituted under section 78fff–4(b) of this title.

(6)The term “examining authority” means, with respect to any member of SIPC (A) the self-regulatory organization which inspects or examines such member of SIPC, or (B) the Commission if such member of SIPC is not a member of or participant in any self-regulatory organization or if the Commission has designated itself examining authority for such member pursuant to section 78iii(c) of this title.

(7)The term “filing date” means the date on which an application for a protective decree is filed under section 78eee(a)(3) of this title, except that—

(A)if a petition under title 11 concerning the debtor was filed before such date, the term “filing date” means the date on which such petition was filed;

(B)if the debtor is the subject of a proceeding pending in any court or before any agency of the United States or any State in which a receiver, trustee, or liquidator for such debtor has been appointed and such proceeding was commenced before the date on which such application was filed, the term “filing date” means the date on which such proceeding was commenced; or

(C)if the debtor is the subject of a direct payment procedure or was the subject of a direct payment procedure discontinued by SIPC pursuant to section 78fff–4(f) of this title, the term “filing date” means the date on which notice of such direct payment procedure was published under section 78fff–4(b) of this title.

(8)The term “foreign subsidiary” means any subsidiary of a member of SIPC which has its principal place of business in a foreign country or which is organized under the laws of a foreign country.

(9)The term “gross revenues from the securities business” means the sum of (but without duplication)—

(A)commissions earned in connection with transactions in securities effected for customers as agent (net of commissions paid to other brokers and dealers in connection with such transactions) and markups with respect to purchases or sales of securities as principal;

(B)charges for executing or clearing transactions in securities for other brokers and dealers;

(C)the net realized gain, if any, from principal transactions in securities in trading accounts;

(D)the net profit, if any, from the management of or participation in the underwriting or distribution of securities;

(E)interest earned on customers’ securities accounts;

(F)fees for investment advisory services (except when rendered to one or more registered investment companies or insurance company separate accounts) or account supervision with respect to securities;

(G)fees for the solicitation of proxies with respect to, or tenders or exchanges of, securities;

(H)income from service charges or other surcharges with respect to securities;

(I)except as otherwise provided by rule of the Commission, dividends and interest received on securities in investment accounts of the broker or dealer;

(J)fees in connection with put, call, and other option transactions in securities;

(K)commissions earned from transactions in (i) certificates of deposit, and (ii) Treasury bills, bankers acceptances, or commercial paper which have a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof, the maturity of which is likewise limited, except that SIPC shall by bylaw include in the aggregate of gross revenues only an appropriate percentage of such commissions based on SIPC’s loss experience with respect to such instruments over at least the preceding five years; and

(L)fees and other income from such other categories of the securities business as SIPC shall provide by bylaw.

(10)The term “liquidation proceeding” means any proceeding for the liquidation of a debtor under this chapter in which a trustee has been appointed under section 78eee(b)(3) of this title.

(11)The term “net equity” means the dollar amount of the account or accounts of a customer, to be determined by—

(A)calculating the sum which would have been owed by the debtor to such customer if the debtor had liquidated, by sale or purchase on the filing date—

(i)all securities positions of such customer (other than customer name securities reclaimed by such customer); and

(ii)all positions in futures contracts and options on futures contracts held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission, including all property collateralizing such positions, to the extent that such property is not otherwise included herein; minus

(B)any indebtedness of such customer to the debtor on the filing date; plus

(C)any payment by such customer of such indebtedness to the debtor which is made with the approval of the trustee and within such period as the trustee may determine (but in no event more than sixty days after the publication of notice under section 78fff–2(a) of this title).

(12)The term “persons registered as brokers or dealers” includes any person who is a member of a national securities exchange other than a government securities broker or government securities dealer registered under section 78o–5(a)(1)(A) of this title.

(13)The term “protective decree” means a decree, issued by a court upon application of SIPC under section 78eee(a)(3) of this title, that the customers of a member of SIPC are in need of the protection provided under this chapter.

(14)The term “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, any collateral trust certificate, preorganization certificate or subscription, transferable share, voting trust certificate, certificate of deposit, certificate of deposit for a security, or any security future as that term is defined in section 78c(a)(55)(A) of this title, any investment contract or certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or mineral royalty or lease (if such investment contract or interest is the subject of a registration statement with the Commission pursuant to the provisions of the Securities Act of 1933 [15 U.S.C. 77a et seq.]), any put, call, straddle, option, or privilege on any security, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase or sell any of the foregoing, and any other instrument commonly known as a security. Except as specifically provided above, the term “security” does not include any currency, or any commodity or related contract or futures contract, or any warrant or right to subscribe to or purchase or sell any of the foregoing.

Notes & Related Subsidiaries

Amendment of Paragraph (14)Pub. L. 119–27, §§ 17(e), 20,

July 18, 2025, 139 Stat. 463, 466, provided that, effective on the earlier of the date that is 18 months after

July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final

Regulations

implementing Pub. L. 119–27, paragraph (14) of this section is amended by adding at the end the following: “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.” See 2025 Amendment note below.

Editorial Notes

References in Text

This chapter, referred to in provision preceding par. (1), and in pars. (10) and (13), was in the original “this Act”, meaning Pub. L. 91–598, Dec. 30, 1970, 84 Stat. 1636. For complete classification of this Act to the Code, see Tables. The Bankruptcy Act, referred to in provision preceding par. (1), is act

July 1, 1898, ch. 541, 30 Stat. 544, which was classified generally to former Title 11, Bankruptcy. The Act was repealed effective Oct. 1, 1979, by Pub. L. 95–598, §§ 401(a), 402(a), Nov. 6, 1978, 92 Stat. 2682, section 101 of which enacted revised Title 11. The Securities Act of 1933, referred to in par. (14), is act

May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.

Amendments

2025—Par. (14). Pub. L. 119–27 inserted at end “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.” 2010—Par. (2). Pub. L. 111–203, § 983(b)(1), added par. (2) and struck out former par. (2) which defined “customer”. Par. (4)(D), (E). Pub. L. 111–203, § 983(b)(2), added subpar. (D) and redesignated former subpar. (D) as (E). Par. (9). Pub. L. 111–203, § 983(b)(3), in concluding provisions, inserted “includes revenues earned by a broker or dealer in connection with a transaction in the portfolio margining account of a customer carried as securities accounts pursuant to a portfolio margining program approved by the Commission. Such term” before “does not include”. Par. (11). Pub. L. 111–203, § 983(b)(4)(B), in concluding provisions, substituted “A claim for a commodity futures contract received, acquired, or held in a portfolio margining account pursuant to a portfolio margining program approved by the Commission or a claim for a security futures contract, shall be deemed to be a claim with respect to such contract as of the filing date, and such claim shall be treated as a claim for cash. In determining” for “In determining”. Par. (11)(A). Pub. L. 111–203, § 983(b)(4)(A), substituted “by sale or purchase on the filing date—” for “by sale or purchase on the filing date, all securities positions of such customer (other than customer name securities reclaimed by such customer); minus” and added cls. (i) and (ii). 2000—Par. (14). Pub. L. 106–554 inserted “or any security future as that term is defined in section 78c(a)(55)(A) of this title,” after “certificate of deposit for a security,”. 1987—Par. (12). Pub. L. 100–181 inserted “other than a government securities broker or government securities dealer registered under section 78o–5(a)(1)(A) of this title”. 1982—Par. (14). Pub. L. 97–303 inserted “any put, call, straddle, option, or privilege on any security, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency,” after “the Securities Act of 1933 [15 U.S.C.A. § 77a et seq.]),” and substituted “Except as specifically provided above, the term ‘security’ does not include” for “The term ‘security’ does not include”. 1978—Par. (1). Pub. L. 95–598, § 308(o)(1), (3), struck out par. (1) definition of “Bankruptcy Act” and redesignated par. (2) as (1). Pars. (2) to (6). Pub. L. 95–598, § 309(o)(3), redesignated pars. (3) to (7) as (2) to (6), respectively. Former par. (2) redesignated (1). Par. (7). Pub. L. 95–598, § 308(o)(2), (3), redesignated par. (8) as (7) and substituted in subpar. (A) “if a petition under title 11 concerning the debtor was filed before such date” for “if a petition was filed before such date by or against the debtor under the Bankruptcy Act, or under chapter X or XI of such Act, as now in effect or as amended from time to time”. Former par. (7) redesignated (6). Pars. (8) to (15). Pub. L. 95–598, § 308(o)(3), redesignated pars. (9) to (15) as (8) to (14), respectively. Former par. (8) redesignated (7). Pub. L. 95–283 in introductory text inserted requirement for applicability of terms to a liquidation proceeding involving the Bankruptcy Act, in par. (1) heading substituted “Bankruptcy Act” for “Self-regulatory organization”, and in text substituted provisions defining such terms, in par. (2) heading substituted “Commission” for “Financial responsibility rules”, and in text substituted provisions defining such terms, in par. (3) heading substituted “Customer” for “Examining authority”, and in text substituted provisions defining such terms, and added pars. (4) to (15).

Statutory Notes and Related Subsidiaries

Effective Date

of 2025 AmendmentAmendment by Pub. L. 119–27 effective on the earlier of the date that is 18 months after July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final

Regulations

implementing Pub. L. 119–27, see section 20 of Pub. L. 119–27, set out as an

Effective Date

note under section 5901 of Title 12, Banks and Banking.

Effective Date

of 2010 AmendmentAmendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an

Effective Date

note under section 5301 of Title 12, Banks and Banking.

Effective Date

of 1978 AmendmentAmendment of section by Pub. L. 95–598 effective Oct. 1, 1979, see section 402(a) of Pub. L. 95–598, set out as an

Effective Date

note preceding section 101 of Title 11, Bankruptcy.

§78lll Definitions

Summary

Title 15, §78lll

Notes & Related Subsidiaries

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Editorial Notes

References in Text

Amendments

Statutory Notes and Related Subsidiaries

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Regulations

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