CITE

    15 USC Sec. 77fff                                           01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

HEAD

    Sec. 77fff. Securities not registered under Securities Act

STATUTE

    (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.

SOURCE

    (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.