---
kind: "section"
citation: "15 U.S.C. § 77eee"
title: "15"
title_heading: "Commerce and Trade"
number: "77eee"
heading: "Securities required to be registered under Securities Act"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77eee"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter III — Trust Indentures"
---

# §77eee. Securities required to be registered under Securities Act

- (a) **Information required—** Subject to the provisions of [section 77ddd of this title](/usc/15/77ddd.md), a [registration statement](/usc/15/77b.md?p=a-8) relating to a [security](/usc/15/77b.md?p=a-1) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77g](/usc/15/77g.md)]—
  - (1) such information and documents as the [Commission](/usc/15/77ccc.md?p=15) may by rules and regulations prescribe in order to enable the [Commission](/usc/15/77ccc.md?p=15) to determine whether any [person](/usc/15/77b.md?p=a-2) designated to act as trustee under the [indenture](/usc/15/77ccc.md?p=7) under which such [security](/usc/15/77b.md?p=a-1) has been or is to be issued is eligible to act as such under subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md); and
  - (2) an analysis of any provisions of such [indenture](/usc/15/77ccc.md?p=7) with respect to (A) the definition of what shall constitute a default under such [indenture](/usc/15/77ccc.md?p=7), and the withholding of notice to the [indenture security](/usc/15/77ccc.md?p=11) holders of any such default, (B) the authentication and delivery of the [indenture securities](/usc/15/77ccc.md?p=11) and the [application](/usc/15/77ccc.md?p=8) of the proceeds thereof, (C) the release or the release and substitution of any property subject to the lien of the [indenture](/usc/15/77ccc.md?p=7), (D) the satisfaction and discharge of the [indenture](/usc/15/77ccc.md?p=7), and (E) the evidence required to be furnished by the [obligor](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) to the trustee as to compliance with the conditions and covenants provided for in such [indenture](/usc/15/77ccc.md?p=7).

  The information and documents required by paragraph (1) of this subsection with respect to the [person](/usc/15/77b.md?p=a-2) designated to act as [indenture trustee](/usc/15/77ccc.md?p=10) shall be contained in a separate part of such [registration statement](/usc/15/77b.md?p=a-8), which part shall be signed by such [person](/usc/15/77b.md?p=a-2). Such part of the [registration statement](/usc/15/77b.md?p=a-8) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77k](/usc/15/77k.md), 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](/usc/15/77ccc.md?p=15) shall issue an order prior to the effective date of registration refusing to permit such a [registration statement](/usc/15/77b.md?p=a-8) to become effective, if it finds that—
    - (A) the [security](/usc/15/77b.md?p=a-1) to which such [registration statement](/usc/15/77b.md?p=a-8) relates has not been or is not to be issued under an [indenture](/usc/15/77ccc.md?p=7); or
    - (B) any [person](/usc/15/77b.md?p=a-2) designated as trustee under such [indenture](/usc/15/77ccc.md?p=7) is not eligible to act as such under subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md);

    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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77h(b)](/usc/15/77h.md?p=b)]. If and when the [Commission](/usc/15/77ccc.md?p=15) deems that the objections on which such order was based have been met, the [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77h(a)](/usc/15/77h.md?p=a)], or upon the date of such rescission, whichever shall be the later.

  - (2) In the case of [securities](/usc/15/77b.md?p=a-1) registered under the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], which [securities](/usc/15/77b.md?p=a-1) are eligible to be issued, offered, or sold on a delayed basis by or on behalf of the registrant, the [Commission](/usc/15/77ccc.md?p=15) shall not be required to issue an order pursuant to [paragraph (1)](#b-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](/usc/15/77jjj.md) if, in accordance with such rules and regulations as may be prescribed by the [Commission](/usc/15/77ccc.md?p=15), the [issuer](/usc/15/77b.md?p=a-4) of such [securities](/usc/15/77b.md?p=a-1) files an [application](/usc/15/77ccc.md?p=8) for the purpose of determining such trustee’s eligibility under subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md). The [Commission](/usc/15/77ccc.md?p=15) shall issue an order prior to the effective date of such [application](/usc/15/77ccc.md?p=8) refusing to permit the [application](/usc/15/77ccc.md?p=8) to become effective, if it finds that any [person](/usc/15/77b.md?p=a-2) designated as trustee under such [indenture](/usc/15/77ccc.md?p=7) is not eligible to act as such under subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md), 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77h(b)](/usc/15/77h.md?p=b)]. If after notice and opportunity for hearing the [Commission](/usc/15/77ccc.md?p=15) issues an order under this provision, the [obligor](/usc/15/77ccc.md?p=12) shall within 5 calendar days appoint a trustee meeting the requirements of subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md). No such appointment shall be effective and such refusal order shall not be rescinded by the [Commission](/usc/15/77ccc.md?p=15) until a [person](/usc/15/77b.md?p=a-2) eligible to act as trustee under subsection (a) of [section 77jjj of this title](/usc/15/77jjj.md) has been appointed. If no order is issued, an [application](/usc/15/77ccc.md?p=8) filed pursuant to this paragraph shall be effective the tenth day after filing thereof or such earlier date as the [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77ccc.md?p=3) relating to any such [security](/usc/15/77b.md?p=a-1) shall include to the extent the [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77j](/usc/15/77j.md)], a [written](/usc/15/77b.md?p=a-9) statement containing the analysis set forth in the [registration statement](/usc/15/77b.md?p=a-8), of any [indenture](/usc/15/77ccc.md?p=7) provisions with respect to the matters specified in [paragraph (2)](#a-2) of subsection (a) of this section, together with a supplementary analysis, prepared by the [Commission](/usc/15/77ccc.md?p=15), of such provisions and of the effect thereof, if, in the opinion of the [Commission](/usc/15/77ccc.md?p=15), the inclusion of such supplementary analysis is necessary or appropriate in the public interest or for the protection of investors, and the [Commission](/usc/15/77ccc.md?p=15) so declares by order after notice and, if demanded by the [issuer](/usc/15/77b.md?p=a-4), 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](/usc/15/77b.md?p=a-4) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77k](/usc/15/77k.md), 77l, 77q, 77x], and the provisions of sections [77www](/usc/15/77www.md) and [77yyy](/usc/15/77yyy.md) of this title, shall not apply to statements in or omissions from any analysis required under the provisions of this section or section [77fff](/usc/15/77fff.md) or [77ggg](/usc/15/77ggg.md) of this title.

## Source credit

(May 27, 1933, ch. 38, title III, § 305, as added Aug. 3, 1939, ch. 411, 53 Stat. 1154; amended Aug. 10, 1954, ch. 667, title III, § 303, 68 Stat. 687; Pub. L. 101–550, title IV, § 404, Nov. 15, 1990, 104 Stat. 2722.)

## Notes

### Editorial Notes

### References in Text

The Securities Act of 1933, referred to in subsec. (b)(2), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables.

### Amendments

1990—Subsec. (a)(1). Pub. L. 101–550, § 404(1), struck out “or has a conflicting interest as defined in subsection (b) of section 77jjj of this title” after “section 77jjj of this title”.

Subsec. (b). Pub. L. 101–550, § 404(2), designated existing provisions as par. (1), substituted “Except as may be permitted by paragraph (2) of this subsection, the Commission shall issue” for “The Commission shall issue”, redesignated former par. (1) as subpar. (a) and inserted “or” at end, struck out former par. (2) which authorized Commission to prohibit a registration statement from taking effect if it finds that such indenture does not conform to requirements of sections 77jjj to 77rrr of this title, redesignated former par. (3) as subpar. (B) and struck out “or has any conflicting interest as defined in subsection (b) of section 77jjj of this title” after “section 77jjj of this title”, and added par. (2).

1954—Subsec. (c). Act Aug. 10, 1954, authorized the Commission to prescribe by rule and regulation the extent to which summaries of indenture provisions must be contained in prospectuses.

### Statutory Notes and Related Subsidiaries

### 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.

### Executive Documents

### 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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.