US Code

Public Law 119-73 (01/23/2026)

15 U.S.C. § 77fff

Securities not registered under Securities Act

(a)

Prohibitions affecting unregistered securities not issued under indenture

15 U.S.C. 77asection 77ddd of this titleIn the case of any security which is not registered under the Securities Act of 1933 [ et seq.] and to which this subsection is applicable notwithstanding the provisions of , 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

15 U.S.C. 77aIn the case of any security which is not registered under the Securities Act of 1933 [ 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)
section 77eee of this title 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 ; or
(2)
section 77eee of this title 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 .
(c)

Necessity of issuance under indenture; application for qualification

15 U.S.C. 77asection 77ddd of this titlesection 77ggg(c) of this titleIt 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 [ et seq.] and to which this subsection is applicable notwithstanding the provisions of , 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 .

May 27, 1933, ch. 38Aug. 3, 1939, ch. 41153 Stat. 1155Aug. 10, 1954, ch. 66768 Stat. 687(, title III, § 306, as added , ; amended , title III, § 304, .)

Editorial Notes

References in Text

act May 27, 1933, ch. 38, title I48 Stat. 74section 77a of this titleThe Securities Act of 1933, referred to in subsecs. (a) to (c), is , , which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see and Tables.

Amendments

1954—Subsec. (b). Act , 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 , added subsec. (c).

Statutory Notes and Related Subsidiaries

Effective Date of 1954 Amendment

section 77b of this titleAmendment by act , effective 60 days after , see note under .

Executive Documents

Transfer of Functions

64 Stat. 1265section 78d of this titleFor 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. , 15 F.R. 3175, , set out under .