--- kind: "section" citation: "15 U.S.C. § 77fff" title: "15" title_heading: "Commerce and Trade" number: "77fff" heading: "Securities not registered under Securities Act" release: "119-102" date: "2026-07-12" url: "https://uscodex.org/usc/15/77fff" units: - "Chapter 2A — Securities and Trust Indentures" - "Subchapter III — Trust Indentures" --- # §77fff. Securities not registered under Securities Act - (a) **Prohibitions affecting unregistered securities not issued under indenture—** In the case of any [security](/usc/15/77b.md?p=a-1) which is not registered under the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] and to which this subsection is applicable notwithstanding the provisions of [section 77ddd of this title](/usc/15/77ddd.md), unless such [security](/usc/15/77b.md?p=a-1) has been or is to be issued under an [indenture](/usc/15/77ccc.md?p=7) and an [application for qualification](/usc/15/77ccc.md?p=8) is effective as to such [indenture](/usc/15/77ccc.md?p=7), it shall be unlawful for any [person](/usc/15/77b.md?p=a-2), directly or indirectly— - (1) to make use of any means or instruments of transportation or communication in [interstate commerce](/usc/15/77b.md?p=a-7) or of the mails to [sell](/usc/15/77ccc.md?p=2) such [security](/usc/15/77b.md?p=a-1) through the use or medium of any [prospectus](/usc/15/77ccc.md?p=3) or otherwise; or - (2) to carry or cause to be carried through the mails or in [interstate commerce](/usc/15/77b.md?p=a-7), by any means or instruments of transportation, any such [security](/usc/15/77b.md?p=a-1) for the purpose of sale or for delivery after sale. - (b) **Prohibitions affecting unregistered securities issued under indenture—** In the case of any [security](/usc/15/77b.md?p=a-1) which is not registered under the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], but which has been or is to be issued under an [indenture](/usc/15/77ccc.md?p=7) as to which an [application for qualification](/usc/15/77ccc.md?p=8) is effective, it shall be unlawful for any [person](/usc/15/77b.md?p=a-2), directly or indirectly— - (1) to make use of any means or instruments of transportation or communication in [interstate commerce](/usc/15/77b.md?p=a-7) or of the mails to carry or transmit any [prospectus](/usc/15/77ccc.md?p=3) relating to any such [security](/usc/15/77b.md?p=a-1), unless such [prospectus](/usc/15/77ccc.md?p=3), 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, includes or is accompanied by a [written](/usc/15/77b.md?p=a-9) statement that contains the information specified in subsection (c) of [section 77eee of this title](/usc/15/77eee.md); or - (2) to carry or to cause to be carried through the mails or in [interstate commerce](/usc/15/77b.md?p=a-7) any such [security](/usc/15/77b.md?p=a-1) for the purpose of sale or for delivery after sale, unless, to the extent the [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77b.md?p=a-9) statement that contains the information specified in subsection (c) of [section 77eee of this title](/usc/15/77eee.md). - (c) **Necessity of issuance under indenture; application for qualification—** It shall be unlawful for any [person](/usc/15/77b.md?p=a-2), directly or indirectly, to make use of any means or instruments of transportation or communication in [interstate commerce](/usc/15/77b.md?p=a-7) or of the mails to [offer to sell](/usc/15/77ccc.md?p=2) through the use or medium of any [prospectus](/usc/15/77ccc.md?p=3) or otherwise any [security](/usc/15/77b.md?p=a-1) which is not registered under the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] and to which this subsection is applicable notwithstanding the provisions of [section 77ddd of this title](/usc/15/77ddd.md), unless such [security](/usc/15/77b.md?p=a-1) has been or is to be issued under an [indenture](/usc/15/77ccc.md?p=7) and an [application for qualification](/usc/15/77ccc.md?p=8) has been filed as to such [indenture](/usc/15/77ccc.md?p=7), or while the [application](/usc/15/77ccc.md?p=8) 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](/usc/15/77ggg.md?p=c). ## Source credit (May 27, 1933, ch. 38, title III, § 306, as added Aug. 3, 1939, ch. 411, 53 Stat. 1155; amended Aug. 10, 1954, ch. 667, title III, § 304, 68 Stat. 687.) ## Notes ### Editorial Notes ### 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, 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 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). ### 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.