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15 U.S.C. § 77fff — Securities not registered under Securities Act

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15 U.S.C. § 77fff — Securities not registered under Securities Act

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

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**(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 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee&num=0&edition=prelim); 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee&num=0&edition=prelim). **(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](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 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ggg/c&num=0&edition=prelim).

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Federal law — U.S. Code and appendices · legal_authorities

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

**(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 b

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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. § 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. § 77ggg — Qualification of indentures covering securities not required to be registered

**(a) Application; information required; availability of information to public** In the case of any security which is not required to be 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 subsection (a) of [section 77fff of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77fff&num=0&edition=prelim) 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), an application for qualification of the indenture under which such security has been or is to be issued shall be filed with the Commission by the issuer of such security. Each such application shall be in such form, and shall be signed in such manner, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. Each such application shall include the information and documents required by subsection (a) of [section 77eee of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee&num=0&edition=prelim). The information and documents required by paragraph (1) of such subsection with respect to the person designated to act as indenture trustee shall be contained in a separate part of such application, which part shall be signed by such person. Each such application shall also include such of the other information and documents which would be required to be filed in order to register such indenture security under the Securities Act of 1933 as the Commission may by rules and regulations prescribe as necessary or a

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15 U.S.C. § 77a — Short title

Page 119 TITLE 15—COMMERCE AND TRADE § 77b 7025, set out as a note under section 301 of Title 3, The President. CHAPTER 2A—SECURITIES AND TRUST INDENTURES SUBCHAPTER I—DOMESTIC SECURITIES Sec. 77a. Short title. 77b. Definitions; promotion of efficiency, competi- tion, and capital formation. 77b–1. Swap agreements. 77c. Classes of securities under this subchapter. 77d. Exempted transactions. 77d–1. Requirements with respect to certain small transactions. 77e. Prohibitions relating to interstate commerce and the mails. 77f. Registration of securities. 77g. Information required in registration state- ment. 77h. Taking effect of registration statements and amendments thereto. 77h–1. Cease-and-desist proceedings. 77i. Court review of orders. 77j. Information required in prospectus. 77k. Civil liabilities on account of false registra- tion statement. 77l. Civil liabilities arising in connection with prospectuses and communications. 77m. Limitation of actions. 77n. Contrary stipulations void. 77o. Liability of controlling persons. 77p. Additional remedies; limitation on remedies. 77q. Fraudulent interstate transactions. 77r. Exemption from State regulation of securi- ties offerings. 77r–1. Preemption of State law. 77s. Special powers of Commission. 77t. Injunctions and prosecution of offenses. 77u. Hearings by Commission. 77v. Jurisdiction of offenses and suits. 77w. Unlawful representations. 77x. Penalties. 77y. Jurisdiction of other Government agencies over securities. 77z. Separability. 77z–1. Private securities litigation. 77z–2. Application of safe harbor for forward-look- ing statements. 77z–2a. Conflicts of interest relating to certain securitizations. 77z–3. General exemptive authority. 77z

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15 U.S.C. § 77fff — Securities not registered under Securities

Page 182 TITLE 15—COMMERCE AND TRADE § 77fff 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, 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)]. If after notice and opportunity for hearing the Commis- sion issues an order under this provision, the ob- ligor shall within 5 calendar days appoint a trustee meeting the requirements of subsection (a) of section 77jjj of this title. No such appoint- ment shall be effective and such refusal order shall not be rescinded by the Commission until a person eligible to act as trustee under sub- section (a) of section 77jjj of this title has been appointed. If no order is issued, an application filed pursuant to this paragraph shall be effec- tive the tenth day after filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of informa- tion 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], a written statement con- taining the analysis set forth in the registration statement, of any indenture provisions with re- spect to the matters specified in paragraph (2) of subsection

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