
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 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.
