§ 77fff. — Securities not registered under Securities Act.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77fff]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER III--TRUST INDENTURES
Sec. 77fff. Securities not registered under Securities Act
(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
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.
(May 27, 1933, ch. 38, title III, Sec. 306, as added Aug. 3, 1939, ch.
411, 53 Stat. 1155; amended Aug. 10, 1954, ch. 667, title III, Sec. 304,
68 Stat. 687.)
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, as amended, which is
classified generally to subchapter I (Sec. 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).
Effective Date of 1954 Amendment
Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
1954, see note under section 77b of this title.
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, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 77ccc, 77ddd, 77eee, 77ggg
of this title.
