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15 U.S.C. § 77eee — Securities required to be registered under Securities Act

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15 U.S.C. § 77eee — Securities required to be registered under Securities Act

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Source location: Title 15, Chapter 2A, § 77eee; chapter-2a-securities-and-trust-indentures.md

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**(a) Information required** Subject to the provisions of [section 77ddd of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ddd&num=0&edition=prelim), a registration statement relating to a security shall include the following information and documents, as though such inclusion were required by the provisions of section 7 of the Securities Act of 1933 [[15 U.S.C. 77g](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77g&num=0&edition=prelim)]— (1) such information and documents as the Commission may by rules and regulations prescribe in order to enable the Commission to determine whether any person designated to act as trustee under the indenture under which such security has been or is to be issued is eligible to act as such under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim); and (2) an analysis of any provisions of such indenture with respect to (A) the definition of what shall constitute a default under such indenture, and the withholding of notice to the indenture security holders of any such default, (B) the authentication and delivery of the indenture securities and the application of the proceeds thereof, (C) the release or the release and substitution of any property subject to the lien of the indenture, (D) the satisfaction and discharge of the indenture, and (E) the evidence required to be furnished by the obligor upon the indenture securities to the trustee as to compliance with the conditions and covenants provided for in such indenture. The information and documents required by paragraph (1) of this subsection with respect to the person designated to act as indenture trustee shall be contained in a separate part of such registration statement, which part shall be signed by such person. Such part of the registration statement shall be deemed to be a document filed pursuant to this subchapter, and the provisions of sections 11, 12, 17, and 24 of the Securities Act of 1933 [[15 U.S.C. 77k](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77k&num=0&edition=prelim), 77l, 77q, 77x] shall not apply to statements therein or omissions therefrom. **(b) Refusal of registration statement** (1) Except as may be permitted by paragraph (2) of this subsection, the Commission shall issue an order prior to the effective date of registration refusing to permit such a registration statement to become effective, if it finds that— (A) the security to which such registration statement relates has not been or is not to be issued under an indenture; or (B) any person designated as trustee under such indenture is not eligible to act as such under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim); but no such order shall be issued except after notice and opportunity for hearing within the periods and in the manner required with respect to refusal orders pursuant to section 8(b) of the Securities Act of 1933 [[15 U.S.C. 77h(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h/b&num=0&edition=prelim)]. If and when the Commission deems that the objections on which such order was based have been met, the Commission shall enter an order rescinding such refusal order, and the registration shall become effective at the time provided in section 8(a) of the Securities Act of 1933 [[15 U.S.C. 77h(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h/a&num=0&edition=prelim)], or upon the date of such rescission, whichever shall be the later. (2) In the case of securities registered under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], which securities are eligible to be issued, offered, or sold on a delayed basis by or on behalf of the registrant, the Commission shall not be required to issue an order pursuant to paragraph (1) of subsection (b) of this section for failure to designate a trustee eligible to act under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim) if, in accordance with such rules and regulations as may be prescribed by the Commission, the issuer of such securities files an application for the purpose of determining such trustee’s eligibility under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim). The Commission shall issue an order prior to the effective date of such application refusing to permit the application to become effective, if it finds that any person designated as trustee under such indenture is not eligible to act as such under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim), but no order shall be issued except after notice and opportunity for hearing within the periods and in the manner required with respect to refusal orders pursuant to section 8(b) of the Securities Act of 1933 [[15 U.S.C. 77h(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h/b&num=0&edition=prelim)]. If after notice and opportunity for hearing the Commission issues an order under this provision, the obligor shall within 5 calendar days appoint a trustee meeting the requirements of subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim). No such appointment shall be effective and such refusal order shall not be rescinded by the Commission until a person eligible to act as trustee under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim) has been appointed. If no order is issued, an application filed pursuant to this paragraph shall be effective the tenth day after filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of information provided therein, the public interest, and the protection of investors. **(c) Information required in prospectus** A prospectus relating to any such security shall include 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, as though such inclusion were required by section 10 of the Securities Act of 1933 [[15 U.S.C. 77j](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)], a written statement containing the analysis set forth in the registration statement, of any indenture provisions with respect to the matters specified in paragraph (2) of subsection (a) of this section, together with a supplementary analysis, prepared by the Commission, of such provisions and of the effect thereof, if, in the opinion of the Commission, the inclusion of such supplementary analysis is necessary or appropriate in the public interest or for the protection of investors, and the Commission so declares by order after notice and, if demanded by the issuer, opportunity for hearing thereon. Such order shall be entered prior to the effective date of registration, except that if opportunity for hearing thereon is demanded by the issuer such order shall be entered within a reasonable time after such opportunity for hearing. **(d) Applicability of other statutory provisions** The provisions of sections 11, 12, 17, and 24 of the Securities Act of 1933 [[15 U.S.C. 77k](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77k&num=0&edition=prelim), 77l, 77q, 77x], and the provisions of sections 77www and 77yyy of this title, shall not apply to statements in or omissions from any analysis required under the provisions of this section or section 77fff or 77ggg of this title.

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15 U.S.C. § 77j — Information required in prospectus

**(a) Information in registration statement; documents not required** Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)— (1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); (2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); (3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; (4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. **(b) Summarizations and omissions allowed by rules and regulations** In addition to the

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15 U.S.C. § 77jjj — Eligibility and disqualification of trustee

**(a) Persons eligible for appointment as trustee** (1) There shall at all times be one or more trustees under every indenture qualified or to be qualified pursuant to this subchapter, at least one of whom shall at all times be a corporation organized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia or a corporation or other person permitted to act as trustee by the Commission (referred to in this subchapter as the institutional trustee), which (A) is authorized under such laws to exercise corporate trust powers, and (B) is subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. The Commission may, pursuant to such rules and regulations as it may prescribe, or by order on application, permit a corporation or other person organized and doing business under the laws of a foreign government to act as sole trustee under an indenture qualified or to be qualified pursuant to this subchapter, if such corporation or other person (i) is authorized under such laws to exercise corporate trust powers, and (ii) is subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees. In prescribing such rules and regulations or making such order, the Commission shall consider whether under such laws, a United States institutional trustee is eligible to act as sole trustee under an indenture relating to securities sold within the jurisdiction of such foreign government. (2) Such institution 11 So in original. Probably should be “institutional”. trustee shall have at all times a combined capital and surplus of a specified m

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15 U.S.C. § 77a — Short title

This subchapter may be cited as the “Securities Act of 1933”.

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15 U.S.C. § 77k — Civil liabilities on account of false registration statement

**(a) Persons possessing cause of action; persons liable** In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue— (1) every person who signed the registration statement; (2) every person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted; (3) every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner; (4) every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him; (5) every underwriter with respect to such security. If such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsec

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15 U.S.C. § 77g — Information required in registration statement

**(a) Information required in registration statement** (1) **In general** — The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim), and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as h

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15 U.S.C. § 77b — Definitions; promotion of efficiency, competition, and capital formation

**(a) Definitions** When used in this subchapter, unless the context otherwise requires— (1) The term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, 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, or, in general, any interest or instrument commonly known as a “security”, or 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, any of the foregoing. (2) The term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security. (3) The term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interes

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15 U.S.C. § 78d — Securities and Exchange Commission

**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934. **(b) Appointment and compensation of staff and leasing authority** (1) **Appointment and compensation** — The Commission shall appoint and compensate offic

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15 U.S.C. § 77ddd — Exempted securities and transactions

**(a) Specific securities exempted** The provisions of this subchapter shall not apply to any of the following securities: (1) any security other than (A) a note, bond, debenture, or evidence of indebtedness, whether or not secured, or (B) a certificate of interest or participation in any such note, bond, debenture, or evidence of indebtedness, or (C) a temporary certificate for, or guarantee of, any such note, bond, debenture, evidence of indebtedness, or certificate; (2) any certificate of interest or participation in two or more securities having substantially different rights and privileges, or a temporary certificate for any such certificate; (3) Repealed. Pub. L. 101–550, title IV, § 403(1)(A), Nov. 15, 1990, 104 Stat. 2722. (4) (A) any security exempted from the provisions of the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] by paragraphs (2) to (8), (11), or (13) of section 3(a) thereof [[15 U.S.C. 77c(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c/a&num=0&edition=prelim)]; (B) any security exempted from the provisions of the Securities Act of 1933, as amended [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], by paragraph (2) of subsection 3(a) thereof, as amended by section 401 of the Employment Security Amendments of 1970 [[15 U.S.C. 77c(a)(2)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c/a/2&num=0&edition=prelim)]; (5) any security issued under a mortgage indenture as to which a contract of insurance under the National Housing Act [[12 U.S.C. 1701](https://uscode.house.gov/view.xhtml?req=granuleid

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15 U.S.C. § 77ccc — Definitions

When used in this subchapter, unless the context otherwise requires— (1) Any term defined in section 2 of the Securities Act of 1933 [[15 U.S.C. 77b](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77b&num=0&edition=prelim)], and not otherwise defined in this section shall have the meaning assigned to such term in such section 2 [[15 U.S.C. 77b](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77b&num=0&edition=prelim)]. (2) The terms “sale”, “sell”, “offer to sell”, “offer for sale”, and “offer” shall include all transactions included in such terms as provided in paragraph (3) of section 2(a) of the Securities Act of 1933 [[15 U.S.C. 77b(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77b/a&num=0&edition=prelim)], except that an offer or sale of a certificate of interest or participation shall be deemed an offer or sale of the security or securities in which such certificate evidences an interest or participation if and only if such certificate gives the holder thereof the right to convert the same into such security or securities. (3) The term “prospectus” shall have the meaning assigned to such term in paragraph (10) of section 2(a) of the Securities Act of 1933 [[15 U.S.C. 77b(a)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77b/a&num=0&edition=prelim)], except that in the case of securities which are not registered under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], such term shall not include any communication (A) if it is proved that prior to or at the same time with such communication a written statement if any required by [section 77f

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15 U.S.C. § 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and to which this subsection is applicable notwithstanding the provisions of [section 77ddd of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ddd&num=0&edition=prelim), 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) 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 exte

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